Form 4: Ceribell CTO Exercises Options, Sells Shares Under 10b5-1 Plan

Ceribell's Chief Technology Officer, Raymond Woo, executed a series of stock option exercises and a subsequent sale of common stock on September 4, 2025, under a pre-arranged 10b5-1 trading plan.

Summary

• Raymond Woo, Chief Technology Officer of Ceribell, Inc., completed multiple transactions on September 4, 2025.
• All reported transactions were executed pursuant to a Rule 10b5-1 trading plan.
• Acquired 1,472 shares of common stock by exercising options at a price of $2.24 per share.
• Acquired 3,025 shares of common stock by exercising options at a price of $4.70 per share.
• Acquired 6,615 shares of common stock by exercising options at a price of $4.70 per share.
• Disposed of 11,112 shares of common stock through sales at a weighted average price of $12.11 per share.
• The sale price for the 11,112 shares ranged from $12.00 to $12.34 per share.
• Following these transactions, Raymond Woo directly beneficially owns 167,704 shares of common stock.
• Remaining derivative securities include 20,162 stock options exercisable at $2.24, 56,896 stock options exercisable at $4.70, and 71,983 stock options exercisable at $4.70.

Sentiment

Score: 5

Explanation: A Form 4 filing primarily reports routine insider transactions. The execution of a 10b5-1 plan suggests a pre-planned, non-discretionary sale, which is generally neutral in sentiment. The exercise of options indicates value realization by the executive.

Positives

• CTO Raymond Woo exercised stock options, indicating a realization of value from previously granted equity compensation.
• The transactions were conducted under a Rule 10b5-1 trading plan, which suggests pre-planned and non-discretionary sales, often viewed positively for reducing concerns about opportunistic insider trading.

Negatives

• The sale of 11,112 shares by a key executive could be perceived as a reduction in direct equity exposure, although it is part of a pre-arranged plan.

Future Outlook

The filing details future vesting schedules for certain stock options, with one option vesting at 1/48th of the shares subject thereto on each monthly anniversary of April 1, 2023, and another at 1/24th of the shares subject thereto on each monthly anniversary of April 1, 2023, both contingent on the Reporting Person's continued employment or service relationship with the Issuer.

Management Comments

• "The option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person."
• "The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased or sold, as applicable, at each separate price within the ranges set forth in this footnote."

Industry Context

Form 4 filings are standard disclosures for insider transactions, providing transparency into executive stock ownership changes. These transactions, particularly those executed under Rule 10b5-1 plans, are common for executives managing their personal portfolios and diversifying holdings, and do not inherently signal a change in company outlook or broader industry trends.

Stakeholder Impact

• Shareholders: Provides transparency regarding executive stock ownership and trading activities. The sale of shares by a CTO, while under a 10b5-1 plan, offers insight into executive portfolio management without necessarily implying a change in company fundamentals.
• Employees: No direct impact on employees is mentioned in this transactional filing.

Next Steps

• Continued vesting of remaining stock options according to their respective schedules, contingent on Raymond Woo's continued employment or service relationship with Ceribell, Inc.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions by Ceribell's CTO, Raymond Woo, involving the exercise of stock options and subsequent sale of shares under a pre-arranged 10b5-1 trading plan. Such transactions are common for executives managing personal finances and diversifying portfolios and do not typically indicate a change in the company's fundamental outlook or performance. Therefore, the filing itself does not provide a basis for a 'buy' or 'sell' recommendation, maintaining a 'hold' stance based solely on this specific disclosure.

Keywords

Ceribell, CBLL, Raymond Woo, CTO, Stock Option Exercise, Insider Trading, Form 4, 10b5-1 Plan, Equity Sales