Was the ClearPoint Neuro (CLPT) director’s share sale a discretionary trade?

The document explains the 5,091-share sale was executed under a Rule 10b5-1 trading plan. It specifically notes the plan was established to cover tax liabilities arising from the vesting of 12,417 RSUs, indicating a pre-planned, mechanical disposition.

Tax sale by ClearPoint (CLPT) director after RSU vesting

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

ClearPoint Neuro director Lynnette C. Fallon reported routine equity compensation activity. She exercised 12,417 restricted stock units into common stock at a conversion price of $0.00 per share, then sold 5,091 shares at a weighted average price of $11.14.

The footnotes state the sale was made under a pre-arranged Rule 10b5-1 trading plan to cover tax liabilities from the RSU vesting, rather than a discretionary trade. After these transactions, she directly holds 48,227 shares of ClearPoint Neuro common stock.

Insider Trade Summary 10b5-1

Net Seller: 5,091 shares ($56,714)

Net Sell 3 txns

Insider FALLON LYNNETTE C

Role null

Sold 5,091 shs ($57K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,091	$11.14	$57K
Exercise	Restricted Stock Units	12,417	$0.00	--
Exercise	Common Stock	12,417	$0.00	--

Holdings After Transaction: Common Stock — 48,227 shares (Direct, null); Restricted Stock Units — 0 shares (Direct, null)

Footnotes (1)

Each restricted stock unit represents a contingent right to receive one share of ClearPoint Neuro, Inc. ("CLPT") common stock. On May 22, 2025, the reporting person was granted 12,417 restricted stock units, vesting on the earlier of (i) the first anniversary of the grant date, or (ii) the day immediately preceding the Company's 2026 annual meeting of stockholders. This transaction represents the settlement of restricted stock units in shares of common stock on their scheduled vesting date. This sale of shares was made pursuant to a Rule 10b5-1 trading plan to cover the tax liability incident to the vesting of 12,417 shares on May 19, 2026 under a restricted stock unit granted to the director on May 22, 2025. Represents a weighted average sales price per share. The shares were sold at prices ranging from $11.04 to $11.20. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

Key Figures

Shares sold: 5,091 shares Weighted average sale price: $11.14 per share RSUs exercised: 12,417 units +4 more

7 metrics

Shares sold 5,091 shares Open-market sale on May 20, 2026

Weighted average sale price $11.14 per share Common stock sold on May 20, 2026

RSUs exercised 12,417 units Restricted stock units settled into common stock on May 19, 2026

Shares held after transactions 48,227 shares Director’s direct ownership following reported Form 4 activity

Sale price range $11.04–$11.20 per share Range of individual sale prices within the reported transaction

RSU grant date May 22, 2025 Grant of 12,417 restricted stock units to director

RSU vesting date May 19, 2026 Scheduled vesting of 12,417 restricted stock units

Key Terms

restricted stock units, Rule 10b5-1 trading plan, weighted average sales price per share

3 terms

restricted stock units financial

"Each restricted stock unit represents a contingent right to receive one share of ClearPoint Neuro, Inc. common stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 10b5-1 trading plan financial

"This sale of shares was made pursuant to a Rule 10b5-1 trading plan to cover the tax liability incident to the vesting."

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.

Form 4 Insider Transactions: What Each Field Means →

05/21/2026 - 04:30 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^*

FALLON LYNNETTE C

(Last)

(First)

(Middle)

C/O CLEARPOINT NEURO, INC.

120 S. SIERRA AVE., SUITE 100

(Street)

SOLANA BEACH

CALIFORNIA

92075

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
ClearPoint Neuro, Inc. [ CLPT ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

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⁽¹⁾	05/19/2026		M		12,417	A	⁽¹⁾	53,318	D
Common Stock	05/20/2026		S⁽²⁾		5,091	D	$11.14⁽³⁾	48,227	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)
Restricted Stock Units	⁽¹⁾	05/19/2026		M			12,417	⁽¹⁾	⁽¹⁾	Common Stock	12,417	⁽¹⁾	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of ClearPoint Neuro, Inc. ("CLPT") common stock. On May 22, 2025, the reporting person was granted 12,417 restricted stock units, vesting on the earlier of (i) the first anniversary of the grant date, or (ii) the day immediately preceding the Company's 2026 annual meeting of stockholders. This transaction represents the settlement of restricted stock units in shares of common stock on their scheduled vesting date.

2. This sale of shares was made pursuant to a Rule 10b5-1 trading plan to cover the tax liability incident to the vesting of 12,417 shares on May 19, 2026 under a restricted stock unit granted to the director on May 22, 2025.

3. Represents a weighted average sales price per share. The shares were sold at prices ranging from $11.04 to $11.20. The Reporting Person has provided to the issuer, and will provide to any security holder of the issuer or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

	/s/ Danilo D'Alessandro, by Power of Attorney for Lynnette C. Fallon	05/21/2026
	** 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 transactions did ClearPoint Neuro (CLPT) director Lynnette C. Fallon report?

Lynnette C. Fallon exercised 12,417 restricted stock units into ClearPoint Neuro common stock and sold 5,091 shares. The sale followed vesting of a 2025 RSU grant and was tied to tax obligations, according to the disclosed footnotes.

How many ClearPoint Neuro (CLPT) shares did the director sell and at what price?

The director sold 5,091 shares of ClearPoint Neuro common stock at a weighted average price of $11.14 per share. Footnotes note the actual sale prices ranged from $11.04 to $11.20 across the executed transactions.

What RSU grant and vesting details are disclosed for ClearPoint Neuro (CLPT) director Fallon?

The filing states she was granted 12,417 restricted stock units on May 22, 2025. These units vested on May 19, 2026, in connection with her board service, and were settled into an equal number of ClearPoint Neuro common shares on that scheduled vesting date.

How many ClearPoint Neuro (CLPT) shares does the director hold after these transactions?

After completing the RSU exercise and partial share sale, Lynnette C. Fallon directly holds 48,227 shares of ClearPoint Neuro common stock. This post-transaction balance reflects her remaining equity position reported in the Form 4.

What is a weighted average sales price in the ClearPoint Neuro (CLPT) Form 4?

The filing reports a weighted average sales price of $11.14 per share for the 5,091 shares sold. It adds that individual trades occurred between $11.04 and $11.20, and detailed per-price share counts are available upon request from the issuer or SEC staff.