Ceribell, Inc.·4

May 26, 4:22 PM ET

Manni Joseph S. 4

4 · Ceribell, Inc. · Filed May 26, 2026

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Ceribell (CBLL) CRO Manni Joseph S. Sells Shares, Receives Award

What Happened Manni Joseph S., Chief Revenue Officer of Ceribell, sold 1,378 shares on May 21, 2026 at $18.00 per share for total proceeds of $24,804. On March 10, 2026 the Board approved the vesting of a portion of a previously granted performance-based stock option equal to 3,500 post‑split shares (no cash paid at grant).

Key Details

  • Sale: 1,378 shares disposed on 2026-05-21 at $18.00 per share — $24,804 total. (Transaction code S)
  • Award/vest: 3,500 post‑split shares recorded on 2026-03-10 as a performance-based option vesting. (Transaction code A; $0 reported)
  • Footnote F1: Shares sold were used to satisfy tax withholding obligations tied to RSU vesting.
  • Footnote F2: The option traces to an April 23, 2024 grant (originally 140,000 pre-split / 54,472 post-split), subject to annual performance vesting; the 2024 portion was canceled and 3,500 post‑split shares vested for the 2025 fiscal year.
  • Footnote F3: The stock option became fully vested and exercisable on March 15, 2026.
  • Shares owned after the transactions: not specified in the provided filing.
  • Filing timeliness: Form 4 was filed on 2026-05-26 for transactions dated 2026-03-10 and 2026-05-21 (~2.5 months after the March vesting); this appears to be a late filing (a compliance item, not a commentary on the trade itself).

Context The sale was a routine tax-withholding disposition tied to equity vesting (common for executives) and not a straightforward market-sale signal of confidence. The March entry reflects vesting of a performance-based option (derivative award) that was later fully vested and is exercisable as of March 15, 2026.

Insider Transaction Report

Form 4
Period: 2026-03-10
Manni Joseph S.
Chief Revenue Officer
Transactions
  • Sale

    Common Stock

    [F1]
    2026-05-21$18.00/sh1,378$24,80456,291 total
  • Award

    Stock Option (Right to Buy)

    [F2][F3]
    2026-03-10+3,5003,500 total
    Exercise: $9.41Exp: 2034-04-23Common Stock (3,500 underlying)
Footnotes (3)
  • [F1]These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").
  • [F2]Represents a performance-based stock option previously granted to the Reporting Person by the Issuer on April 23, 2024 for an aggregate of 54,472 post-split shares (or 140,000 pre-split shares) of Common Stock, which is subject to annual performance-based vesting conditions for each of the fiscal years ending December 31, 2024, 2025, 2026, and 2027. The performance metrics for the 2024 fiscal year were not satisfied, resulting in the automatic cancellation of that portion of the award. On March 10, 2026, the Board of Directors determined that the performance metrics were partially satisfied for the 2025 fiscal year and approved the vesting of the option as to 3,500 post-split shares.
  • [F3]The stock option is fully vested as of March 15, 2026 and is currently exercisable.
Signature
/s/ Louisa Daniels, Attorney-in-Fact for Joseph S. Manni|2026-05-26

Documents

1 file
  • 4
    ownership.xmlPrimary

    4