SCHEDULE: CeriBell, Inc. Shareholder Filing

Xingjuan Chao reports beneficial ownership of 1,893,995 shares of CeriBell, Inc. common stock, representing 4.9% of the outstanding shares as of March 31, 2026.

Summary

• Xingjuan Chao, President, CEO, and Co-Founder of CeriBell, Inc., has filed a Schedule 13G/A, indicating beneficial ownership of 1,893,995 shares of common stock.
• This holding represents 4.9% of the company's outstanding common stock as of March 31, 2026.
• The reported shares include 692,895 shares held directly, 826,328 shares issuable upon exercise of stock options within 60 days of March 31, 2026, and 5,684 shares issuable upon vesting of RSUs within 60 days of March 31, 2026.
• Additionally, Chao shares beneficial ownership of 369,088 shares held by the ACP 2021 Trust, where she serves as a co-trustee.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it is a routine disclosure of beneficial ownership and does not contain new financial performance data or strategic shifts.

Positives

• Xingjuan Chao, a key executive and co-founder, maintains a significant stake in CeriBell, Inc., aligning her interests with shareholders.
• The filing indicates that a substantial portion of Chao's potential shareholding is exercisable or vested within a short timeframe, suggesting potential for increased direct ownership.
• The ACP 2021 Trust, co-managed by Chao, also holds a notable number of shares, further consolidating beneficial ownership within closely associated parties.

Negatives

• The filing does not disclose any negative financial performance or operational challenges.
• No specific negative impacts on the company or its stakeholders are mentioned in this filing.

Risks

• Potential for increased selling pressure if a large number of options or RSUs are exercised and shares are subsequently sold.
• Concentration of ownership among a few key individuals or entities could lead to governance concerns if not managed transparently.

Future Outlook

The filing does not contain forward-looking statements or specific future guidance. It primarily reports on current beneficial ownership as of a specific date.

Management Comments

• "Includes 826,328 shares of Common Stock issuable upon exercise of stock options exercisable within 60 days of March 31, 2026 and 5,684 shares of Common Stock issuable upon vesting of RSUs within 60 days of March 31, 2026."
• "The reporting person may also be deemed to share beneficial ownership of 369,088 shares of Common Stock held by the ACP 2021 Trust, of which she is a co-trustee."

Industry Context

StockSavvy.ai notes that Schedule 13G filings are standard for institutional investors and insiders exceeding a 5% ownership threshold. This filing confirms Xingjuan Chao's significant, though just under the 5% reporting threshold for direct ownership, stake in CeriBell, Inc., which is typical for a CEO and co-founder.

Related Party Transactions

• Xingjuan Chao shares beneficial ownership of 369,088 shares held by the ACP 2021 Trust, of which she is a co-trustee.

Stakeholder Impact

• Shareholders: The filing confirms the significant stake held by a key executive, potentially indicating alignment of interests. It also highlights potential future share dilution if options and RSUs are exercised.
• Employees: The mention of RSUs and stock options suggests employee incentive programs are in place.
• Management: Reinforces the position and holdings of the CEO and co-founder.

Next Steps

• Monitor future filings for any changes in Xingjuan Chao's beneficial ownership.
• Observe the exercise of stock options and vesting of RSUs within the 60-day period following March 31, 2026.

Key Dates

Keywords

CeriBell, Inc., Schedule 13G, Xingjuan Chao, Beneficial Ownership, Common Stock, Stock Options, RSUs, SEC Filing, Insider Holding