Why were David Foehr’s Ceribell (CBLL) share sales conducted?

The filing states that David Foehr’s Ceribell share sales were made to cover tax withholding obligations from vesting restricted stock units. This means the transactions were primarily to pay taxes owed on equity awards rather than discretionary portfolio trading.

Ceribell (CBLL) SVP sells 1,849 shares to cover RSU taxes

Q: How many Ceribell (CBLL) shares did David Foehr sell and at what prices?

David Foehr sold 987 Ceribell shares at $18.00 per share and 862 shares at $18.80 per share. These open-market sales totaled 1,849 shares and were undertaken to satisfy tax withholding obligations related to equity compensation.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ceribell, Inc. senior vice president David Foehr reported small open‑market sales of company stock that were tied to taxes on equity compensation. He sold 987 shares of common stock on May 21 at $18.00 per share and 862 shares on May 22 at $18.80 per share, totaling 1,849 shares. According to the disclosure, these shares were sold to cover tax withholding obligations from the vesting of restricted stock units and were executed under a pre‑arranged Rule 10b5‑1 trading plan. After these transactions, Foehr directly holds 37,751 shares of Ceribell common stock.

Insider Trade Summary 10b5-1

Net Seller: 1,849 shares ($33,972)

Net Sell 2 txns

Insider Foehr David

Role Senior VP, Finance and PAO

Sold 1,849 shs ($34K)

Type	Security	Shares	Price	Value
Sale	Common Stock	862	$18.80	$16K
Sale	Common Stock	987	$18.00	$18K

Holdings After Transaction: Common Stock — 37,751 shares (Direct, null)

Footnotes (1)

These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 4, 2025.

Key Figures

Total shares sold: 1,849 shares Sale price May 21: $18.00 per share Sale price May 22: $18.80 per share +1 more

4 metrics

Total shares sold 1,849 shares Open-market sales on May 21–22, 2026

Sale price May 21 $18.00 per share 987 shares of common stock sold

Sale price May 22 $18.80 per share 862 shares of common stock sold

Shares held after transactions 37,751 shares Direct ownership following May 22, 2026 sale

Key Terms

restricted stock units ("RSUs"), tax withholding obligations, Rule 10b5-1 trading plan, open-market sale

4 terms

restricted stock units ("RSUs") financial

"in connection with the vesting of restricted stock units ("RSUs")."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax withholding obligations financial

"sold by the Reporting Person to cover tax withholding obligations in connection"

Rule 10b5-1 trading plan regulatory

"effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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Form 4 Insider Transactions: What Each Field Means →

05/26/2026 - 04:18 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Foehr David

(Last)

(First)

(Middle)

C/O CERIBELL, INC.

360 N. PASTORIA AVENUE

(Street)

SUNNYVALE

CALIFORNIA

94085

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Ceribell, Inc. [ CBLL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP, Finance and PAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/21/2026		S⁽¹⁾		987	D	$18	38,613	D
Common Stock	05/22/2026		S⁽²⁾		862	D	$18.8	37,751	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").

2. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 4, 2025.

	/s/ Louisa Daniels, Attorney-in-Fact for David Foehr	05/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Ceribell (CBLL) report for David Foehr?

Ceribell reported that senior VP David Foehr sold 1,849 shares of common stock in two open-market transactions. The sales were linked to tax withholding on restricted stock unit vesting and executed under a pre-arranged Rule 10b5-1 trading plan.

How many Ceribell (CBLL) shares did David Foehr sell and at what prices?

David Foehr sold 987 Ceribell shares at $18.00 per share and 862 shares at $18.80 per share. These open-market sales totaled 1,849 shares and were undertaken to satisfy tax withholding obligations related to equity compensation.

Were Ceribell (CBLL) insider sales made under a Rule 10b5-1 plan?

Yes. The transactions reported were executed under a Rule 10b5-1 trading plan adopted by David Foehr. Such plans pre-schedule trades in advance, providing a structured framework for selling shares without making ad hoc timing decisions.

How many Ceribell (CBLL) shares does David Foehr own after these transactions?

After the reported open-market sales, David Foehr directly holds 37,751 shares of Ceribell common stock. This post-transaction holding reflects his remaining equity stake following the 1,849 shares sold to cover tax withholding obligations.