Ceribell, Inc.

Item 5. Other Information.

Entry into a Material Definitive Agreement

On August 5, 2026, the Company entered into a Credit, Security and Guaranty Agreement (the “Credit Agreement”) by and among the Company, as borrower, MidCap Funding IV Trust, as agent, MidCap Financial Trust, as term loan servicer, and the lenders from time to time party thereto. The Credit Agreement provides for (i) a term loan facility, consisting of a $30.0 million commitment and an additional $25.0 million of uncommitted capital that may be available at the Lender's discretion, and (ii) a revolving loan facility in an aggregate principal amount of up to $20.0 million, which may be increased to up to $30.0 million at the Company's discretion upon satisfaction of certain conditions set forth therein. The $20.0 million revolving credit facility operates on a non-formula basis through December 31, 2027, after which time, availability under the facility will be subject to a borrowing base based on eligible accounts receivable and inventory. The term loan is callable at the Company's request at any time before December 31, 2028.

At closing, the Company borrowed $20.0 million under the revolving facility and has no balance drawn under the term loan. The proceeds of borrowings under the Credit Agreement were used to repay in full the Company's outstanding obligations under the VLSA described in Note 9. Future borrowings will be used for working capital and general corporate purposes. The Company’s obligations under the Credit Agreement are secured by a security interest in substantially all of the Company’s assets, including its intellectual property. A financial covenant is only effective if the sum of the aggregate outstanding principal balance of the term loans plus the aggregate amount of the revolving credit facility commitment exceeds $35.0 million. When effective, the financial covenant requires that the company maintain either (a) minimum trailing 12 months net revenue of at least $70.0 million or (b) cash, cash equivalents, and marketable securities of at least $65.0 million. Term loans bear interest at Term SOFR (subject to a 1.00% floor) plus 5.00% per annum, and revolving loans bear interest at Term SOFR (subject to a 1.00% floor) plus 3.75% per annum, in each case payable monthly in arrears in cash, and the loans mature on August 5, 2031. The term loan and revolver may be voluntarily prepaid subject to a prepayment premium and exit fee.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

The information contained in this Item 5 is intended to satisfy the Company’s reporting obligations under Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant) of Form 8-K.

Rule 10b5-1 Trading Plans

• Intended to satisfy the affirmative defense of Rule 10b5-1(c).

** Not intended to satisfy the affirmative defense of Rule 10b5-1(c).