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

Ceribell's Chief Technology Officer, Raymond Woo, executed planned sales of common stock and exercised options, reducing direct beneficial ownership to 167,317 shares.

Summary

• Raymond Woo, Ceribell's Chief Technology Officer, reported multiple transactions involving Ceribell, Inc. common stock and stock options.
• Transactions were executed under a pre-arranged Rule 10b5-1 trading plan.
• On November 20, 2025, 687 shares were disposed of at $13.64 for tax withholding purposes.
• On January 2, 2026, Mr. Woo exercised options to acquire a total of 11,112 shares (1,472 + 3,025 + 6,615 shares).
• Concurrently on January 2, 2026, he sold a total of 11,112 shares (1,472 + 3,025 + 6,615 shares) at weighted average prices ranging from $21.16 to $21.29.
• Following these transactions, Mr. Woo's direct beneficial ownership of common stock is 167,317 shares.
• He still holds 14,274 fully vested stock options with an exercise price of $2.24, and 44,796 and 45,523 stock options with an exercise price of $4.7, which are vesting monthly from April 1, 2023.

Sentiment

Score: 5

Explanation: A neutral score is assigned as this is a routine insider transaction filing (Form 4) under a 10b5-1 plan. While insider sales can sometimes be viewed negatively, the pre-planned nature mitigates immediate concerns. The transactions represent a liquidity event for the CTO, not necessarily a statement on company prospects.

Positives

• The sales were executed under a Rule 10b5-1 trading plan, indicating pre-planned transactions rather than reactive selling.
• The sale prices for common stock ($20.75 to $21.54) are significantly higher than the exercise prices of the options ($2.24 and $4.7), indicating a profitable exercise and sale for the insider.

Negatives

• An insider, the Chief Technology Officer, sold a substantial number of shares (11,112 shares) in the open market.
• The net effect of the reported transactions (excluding the tax withholding) is a reduction in direct beneficial ownership of common stock by 687 shares (due to the tax withholding).

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding Ceribell, Inc.'s future performance or strategic direction. It solely reports insider trading activities.

Industry Context

This Form 4 filing reports routine insider transactions under a pre-arranged trading plan and does not provide information directly related to broader industry trends or competitive landscape. Insider sales, even under 10b5-1 plans, are routinely monitored by the market for potential signals, though these specific transactions appear to be part of a compensation-related liquidity event.

Stakeholder Impact

• Shareholders: The sale of shares by a key executive could be perceived negatively, but the 10b5-1 plan mitigates this. The reduction in direct beneficial ownership is minor relative to total shares outstanding.
• Employees: No direct impact mentioned.

Key Dates

Recommendation

The filing details routine insider transactions by the Chief Technology Officer under a pre-established 10b5-1 trading plan. While insider sales can sometimes raise concerns, the planned nature of these transactions suggests a liquidity event rather than a change in the executive's outlook on the company's fundamentals. The executive still retains a significant number of shares and options. Therefore, this filing alone does not warrant a change in investment thesis, and a 'hold' recommendation is appropriate, pending further fundamental analysis of Ceribell, Inc.

Keywords

Ceribell, CBLL, Form 4, Insider Trading, Stock Options, Rule 10b5-1, Chief Technology Officer, Raymond Woo, Equity Sales, Beneficial Ownership