Foehr David 4

What Happened
David Foehr, Senior Vice President, Finance and PAO at Ceribell, sold a total of 1,849 shares in two open-market transactions tied to RSU vesting. On 2026-05-21 he sold 987 shares at $18.00 each for $17,766, and on 2026-05-22 he sold 862 shares at $18.80 each for $16,206, for aggregate proceeds of approximately $33,972. These were disposals (sales), not purchases.

Key Details

• Transaction dates and prices:
  • 2026-05-21: 987 shares @ $18.00 = $17,766
  • 2026-05-22: 862 shares @ $18.80 = $16,206
• Total shares sold: 1,849; total proceeds: ~$33,972.
• Footnotes:
  • F1: Shares were sold to cover tax withholding obligations related to vested RSUs.
  • F2: Transactions were executed under a Rule 10b5-1 trading plan adopted by Mr. Foehr on Sept 4, 2025.
• Shares owned after the transactions: not reported in the provided filing excerpt.
• Filing/Timeliness: Form 4 was filed on 2026-05-26. Based on the trade dates, the 2026-05-21 sale appears to have been reported one business day late (the 2026-05-22 sale was reported within the two-business-day window).

Context
These sales were tax-withholding dispositions tied to RSU vesting and executed under a pre-established 10b5-1 plan, which are commonly used by insiders to automate routine sales. Such transactions are typically considered administrative and do not necessarily indicate a change in the insider's view of the company.