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

Ceribell's Senior VP of Finance and PAO, David Foehr, executed a series of stock option exercises and subsequent sales of common stock, along with a direct sale, totaling 5,265 shares under a pre-arranged 10b5-1 trading plan.

Summary

• David Foehr, Senior VP, Finance and PAO of Ceribell, Inc. (CBLL), reported transactions on December 3, 2025.
• The transactions were executed pursuant to a Rule 10b5-1 trading plan.
• Foehr exercised stock options to acquire a total of 4,399 shares of common stock at an exercise price of $4.70 per share.
• Concurrently, Foehr sold 4,399 shares of common stock (2,246 shares and 2,153 shares) at a price of $16.83 per share, likely to cover the exercise cost and realize profit.
• Additionally, Foehr sold an independent block of 866 shares of common stock at $16.83 per share.
• The total number of common shares sold was 5,265 (866 + 2,246 + 2,153).
• Following these transactions, Foehr directly beneficially owns 19,384 shares of common stock.
• The number of stock options beneficially owned decreased from 72,956 to 68,557.
• The remaining stock options have an exercise price of $4.70 and an expiration date of June 23, 2032.
• The vesting schedule for the options states that 25% vested on May 31, 2023, with the remainder vesting in 36 successive, equal monthly installments, subject to continued employment.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions executed under a pre-arranged 10b5-1 trading plan, which typically carries a neutral sentiment as it is not indicative of new positive or negative company developments.

Positives

• Transactions were conducted under a Rule 10b5-1 trading plan, indicating pre-scheduled sales not based on new, non-public information.
• The exercise of options at $4.70 and subsequent sale at $16.83 indicates a significant profit for the insider, reflecting a substantial increase in the company's stock value since the options were granted.

Negatives

• Insider selling, even under a 10b5-1 plan, can sometimes be perceived negatively by the market as it reduces the insider's direct equity stake.

Future Outlook

The remaining stock options held by David Foehr will continue to vest in 36 successive, equal monthly installments following the initial 25% vesting on May 31, 2023, contingent on his continued employment or service relationship with Ceribell, Inc.

Management Comments

• The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

Industry Context

This filing is a routine insider transaction report and does not provide information relevant to broader industry trends or competitive landscape.

Corporate Governance

Stakeholder Impact

• Shareholders: Minor impact. Routine insider selling under a 10b5-1 plan is generally not viewed as a strong signal of future company performance, but it does represent a reduction in direct insider ownership.
• Employees: No direct impact mentioned. The vesting schedule is tied to continued employment.

Next Steps

• Continued monthly vesting of remaining stock options for David Foehr, subject to his employment.

Key Dates

Keywords

Ceribell Inc., CBLL, David Foehr, Insider Trading, Form 4, Stock Option Exercise, Share Sale, Rule 10b5-1, Beneficial Ownership, Senior VP Finance