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

Ceribell's Chief Technology Officer, Raymond Woo, executed planned sales of common stock totaling 11,112 shares at a weighted average price of $12.28.

Summary

• Raymond Woo, Chief Technology Officer of Ceribell, Inc., reported transactions on November 11, 2025.
• All reported transactions were executed pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
• Woo acquired a total of 11,112 shares of common stock through the exercise of stock options at prices of $2.24 and $4.70 per share.
• Woo subsequently disposed of 11,112 shares of common stock at a weighted average price of $12.28 per share, with individual sale prices ranging from $12.00 to $12.52.
• Following these transactions, Woo directly beneficially owns 167,704 shares of Ceribell, Inc. common stock.
• Remaining derivative securities include fully vested stock options for 17,218 shares exercisable at $2.24, and options for 50,846 shares and 58,753 shares, both exercisable at $4.70, with vesting schedules tied to monthly anniversaries of April 1, 2023.

Sentiment

Score: 4

Explanation: The sentiment is neutral to slightly negative. While the transactions were planned under a 10b5-1 plan, the sale of a significant number of shares by a Chief Technology Officer could be perceived as a minor negative signal by some investors, even if it's for personal financial planning. The profitability of the transaction for the insider is positive for the individual but does not necessarily reflect positively on the company's immediate prospects.

Positives

• The transactions were executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned liquidity event rather than an immediate reaction to new information.
• The insider exercised options at significantly lower prices ($2.24 and $4.70) and sold shares at a higher weighted average price ($12.28), indicating a profitable transaction for the individual.

Negatives

• A Chief Technology Officer selling 11,112 shares, even if planned, could be interpreted by some investors as a minor negative signal regarding future prospects.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from the company. However, the vesting schedules for remaining options indicate future potential share acquisitions by the reporting person.

Management Comments

• The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

Industry Context

This Form 4 filing reports routine insider transactions (option exercises and sales) by a key executive. Such transactions are common across industries as executives manage their equity compensation and personal finances. The use of a Rule 10b5-1 plan is a standard practice to mitigate accusations of trading on material non-public information.

Stakeholder Impact

• Shareholders may interpret the insider sale as a signal, though the 10b5-1 plan mitigates concerns about opportunistic selling.
• Employees may observe executive compensation management practices.

Next Steps

• Continued vesting of stock options for 50,846 shares (1/48 monthly from April 1, 2023).
• Continued vesting of stock options for 58,753 shares (1/24 monthly from April 1, 2023).

Key Dates

Keywords

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