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

Ceribell's Chief Technology Officer, Raymond Woo, exercised stock options and subsequently sold 11,112 shares of common stock as part of a pre-arranged Rule 10b5-1 trading plan.

Summary

• Raymond Woo, Chief Technology Officer of Ceribell, Inc., executed transactions involving the exercise of stock options and subsequent sale of common stock.
• These transactions were conducted on March 2, 2026, under a Rule 10b5-1 trading plan established on May 28, 2025.
• Woo exercised options to acquire a total of 11,112 shares of common stock across three separate grants.
• The exercise prices for these options were $2.24 for 1,472 shares and $4.70 for 9,640 shares (3,025 + 6,615).
• Immediately following the option exercises, Woo sold all 11,112 acquired shares of common stock.
• The sales occurred at weighted average prices of $18.26 for 4,497 shares and $18.25 for 6,615 shares.
• After these transactions, Raymond Woo beneficially owns 166,912 shares of Ceribell Common Stock directly.
• Remaining derivative holdings include 11,330 fully vested stock options, 38,746 stock options vesting monthly from April 1, 2023 (1/48 per month), and 32,293 stock options vesting monthly from April 1, 2023 (1/24 per month).

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While an executive sale reduces direct holdings, its execution under a pre-arranged 10b5-1 plan mitigates negative sentiment, indicating planned financial management rather than a reaction to new information. The executive retains significant equity and options.

Positives

• The transactions were executed under a pre-arranged Rule 10b5-1 trading plan, indicating planned activity rather than a reactive sale.
• Raymond Woo continues to hold a significant number of common shares (166,912) and substantial unexercised stock options (totaling 82,369), demonstrating continued alignment with shareholder interests.
• The sales were executed at prices significantly higher than the option exercise prices, indicating a profitable realization for the executive.

Negatives

• The sale of 11,112 shares by a key executive, even under a 10b5-1 plan, represents a reduction in direct equity holdings.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that insider transactions, particularly those executed under Rule 10b5-1 plans, are common practice for executives managing their personal equity holdings and liquidity. These pre-scheduled plans aim to mitigate concerns about trading on material non-public information, making such sales generally less indicative of management's view on future company performance compared to unscheduled sales.

Comparison to Industry Standards

• StockSavvy.ai observes that the exercise of stock options and subsequent sale of shares by executives is a standard compensation realization event across various industries.
• The use of a Rule 10b5-1 plan aligns with best practices for corporate governance, similar to executives at companies like Microsoft (MSFT) or Apple (AAPL) who routinely execute pre-planned sales to diversify personal wealth or manage tax liabilities.
• The significant profit margin between exercise price ($2.24 $4.70) and sale price ($18.25 $18.26) is typical for long-term equity compensation plans in successful growth companies.

Stakeholder Impact

• Shareholders: The sale by a CTO could be perceived negatively by some, but the 10b5-1 plan context suggests it's a routine personal financial management event, not a signal of lack of confidence. The executive still holds a substantial stake.

Key Dates

Recommendation

The transactions reported are routine insider sales executed under a pre-arranged 10b5-1 plan, which typically do not signal a change in the company's fundamental outlook or the executive's confidence. The CTO retains a substantial equity position. Therefore, this filing alone does not provide new information warranting a change in investment thesis, suggesting a 'hold' recommendation.

Keywords

Ceribell, CBLL, Raymond Woo, Chief Technology Officer, CTO, SEC Form 4, insider trading, stock options, share sale, 10b5-1 plan, beneficial ownership, equity transactions