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

Ceribell's Chief Technology Officer, Raymond Woo, executed pre-planned option exercises and subsequent stock sales on February 2, 2026.

Summary

• Raymond Woo, Ceribell's Chief Technology Officer, engaged in a series of pre-planned transactions on February 2, 2026, under a Rule 10b5-1 trading plan adopted on May 28, 2025.
• Woo exercised stock options to acquire a total of 11,112 shares of common stock (1,472 shares at $2.24, 3,025 shares at $4.7, and 6,615 shares at $4.7).
• Concurrently, Woo sold a total of 11,112 shares of common stock at weighted average prices of $20.57 and $20.54.
• The sales prices ranged from $20.08 to $21.01 per share.
• Following these transactions, Woo's direct beneficial ownership of common stock is 167,617 shares.
• Woo also acquired 300 shares under the Issuer's Employee Stock Purchase Plan on January 30, 2026.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While it's an insider sale, the pre-planned nature and profitable execution under a 10b5-1 plan suggest routine financial management rather than a negative signal about the company's prospects.

Positives

• The transactions were executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned liquidity event rather than a reaction to recent non-public information.
• The sales occurred at significantly higher prices ($20.54 $20.57) than the exercise prices ($2.24 $4.7), indicating a profitable transaction for the insider.

Negatives

• An insider sale, even if pre-planned, can sometimes be perceived negatively by the market as it reduces the insider's direct equity stake.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding Ceribell's future performance or strategic direction, as it primarily reports historical insider transactions.

Management Comments

• The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2025.
• The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.08 to $21.01, inclusive.
• 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

StockSavvy.ai notes that insider transactions, particularly those executed under a Rule 10b5-1 plan, are common for executives seeking to diversify their holdings or manage liquidity. While a sale reduces an insider's direct stake, the pre-planned nature often mitigates concerns about opportunistic trading based on non-public information, distinguishing it from reactive sales that might signal internal concerns.

Comparison to Industry Standards

• StockSavvy.ai observes that the execution of option exercises and subsequent sales under a Rule 10b5-1 plan is a standard practice for executives in publicly traded companies across various sectors, including medical technology like Ceribell. This mechanism is widely adopted to provide an affirmative defense against insider trading allegations, aligning with corporate governance best practices seen at companies such as Medtronic or Stryker, where executives regularly manage their equity compensation through similar pre-arranged plans. The significant spread between exercise and sale prices is typical for long-tenured executives whose options have appreciated over time.

Stakeholder Impact

• Shareholders: The sale by a CTO could be perceived as a slight negative, but the 10b5-1 plan mitigates concerns. The profitable nature of the transaction for the insider might be seen as a positive reflection of past stock performance.
• Employees: No direct impact mentioned, but the ESPP acquisition shows continued employee participation in equity.

Next Steps

• The reporting person undertakes to provide full information regarding the number of shares purchased or sold at each separate price within the reported ranges upon request.

Key Dates

Recommendation

The filing details a routine, pre-planned insider transaction (option exercise and sale) by the Chief Technology Officer. While it represents a reduction in the insider's direct holdings, the execution under a Rule 10b5-1 plan adopted months prior suggests a planned liquidity event rather than a reaction to new, negative information. The significant profit realized by the CTO from the option exercise and sale reflects past stock appreciation. This type of transaction is common for executives and does not provide a strong signal for either buying or selling the stock, thus a 'hold' recommendation is appropriate as it doesn't fundamentally alter the investment thesis for Ceribell based solely on this filing.

Keywords

Ceribell, CBLL, Raymond Woo, CTO, Insider Trading, Form 4, Stock Option Exercise, Stock Sale, 10b5-1 Plan, Beneficial Ownership