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

Ceribell, Inc. Chief Technology Officer, Raymond Woo, executed a series of stock transactions on April 1, 2026, under a pre-established Rule 10b5-1 trading plan.

Summary

• Raymond Woo, Chief Technology Officer of Ceribell, Inc., reported transactions involving common stock on April 1, 2026.
• These transactions were conducted under a Rule 10b5-1 trading plan adopted on May 28, 2025.
• Woo acquired 1,472 shares at $2.24, 3,025 shares at $4.70, and 6,615 shares at $4.70.
• Concurrently, Woo disposed of 1,472 shares at a weighted average price of $18.58, 3,025 shares at $18.53, and 6,615 shares at $18.57.
• Additionally, 30,736 restricted stock units (RSUs) were granted to Woo.
• Woo also acquired stock options with exercise prices of $2.24, $4.70, and $18.50, with varying vesting schedules and expiration dates.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily details routine insider stock transactions under a pre-arranged plan and equity grants, rather than signaling significant new company performance or strategic shifts.

Positives

• The transactions were executed under a Rule 10b5-1 plan, indicating pre-planned and potentially less market-sensitive trading activity.
• Grant of restricted stock units (RSUs) suggests continued equity-based incentive for the Chief Technology Officer.
• Acquisition of stock options indicates potential for future upside participation for the CTO.

Negatives

• Significant sale of shares at prices considerably higher than recent acquisitions, potentially indicating profit-taking.
• The weighted average sale price of $18.58 is substantially higher than the acquisition prices of $2.24 and $4.70 for some of the shares sold.

Risks

• The Rule 10b5-1 plan implies that the reporting person may have had material non-public information at the time of plan adoption, though the plan itself is designed to provide an affirmative defense against insider trading allegations.
• Future sales under the plan could exert downward pressure on the stock price if executed in large volumes.

Future Outlook

The filing does not contain forward-looking statements or guidance. It solely reports on past transactions executed under a trading plan and the grant of equity awards.

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 $18.35 to $18.96, 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 the use of Rule 10b5-1 plans is a common practice for corporate insiders to manage their stock holdings and avoid potential insider trading accusations, especially during periods of significant stock price movement or before major corporate events.

Stakeholder Impact

• Shareholders: The sales by a key executive might be interpreted by some investors as a signal of confidence (or lack thereof), although the Rule 10b5-1 plan mitigates this concern. The grant of RSUs and options could dilute existing shareholders if exercised and new shares are issued.
• Employees: The grant of equity awards to the CTO aligns their interests with the company's performance, potentially motivating them.
• Management: The transactions reflect the ongoing compensation and incentive structure for senior leadership.

Next Steps

• Continued vesting of stock options according to the specified schedules.
• Potential future transactions under the Rule 10b5-1 plan, depending on its terms and market conditions.

Key Dates

Keywords

Form 4, SEC Filing, Insider Trading, Rule 10b5-1, Stock Options, Restricted Stock Units, Beneficial Ownership, Ceribell Inc., CBLL, Raymond Woo, Chief Technology Officer