JONATHAN D. ROOT - 22 Jul 2025 Form 4 Insider Report for CARLSMED, INC. (CARL)

Role
Director
Signature
/s/ Leonard Greenstein, as attorney-in-fact for Jonathan Root
Issuer symbol
CARL
Transactions as of
22 Jul 2025
Transactions value $
$6,999,990
Form type
4
Filing time
24 Jul 2025, 20:27:10 UTC
Previous filing
08 Jul 2025
Next filing
07 Oct 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
ROOT JONATHAN D Director C/O CARLSMED, INC., 1800 ASTON AVE., SUITE 100, CARLSBAD /s/ Leonard Greenstein, as attorney-in-fact for Jonathan Root 24 Jul 2025 0001225480

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CARL Common Stock Award $0 +17.3K $0.00 17.3K 22 Jul 2025 Direct F1, F2
transaction CARL Common Stock Conversion of derivative security +2.95M 2.95M 24 Jul 2025 See footnotes F3, F6, F7
transaction CARL Common Stock Conversion of derivative security +825K +27.98% 3.77M 24 Jul 2025 See footnotes F3, F6, F7
transaction CARL Common Stock Conversion of derivative security +532K +14.09% 4.31M 24 Jul 2025 See footnotes F3, F6, F7
transaction CARL Common Stock Conversion of derivative security +150K 150K 24 Jul 2025 See footnotes F4, F6, F7
transaction CARL Common Stock Conversion of derivative security +41.9K +27.98% 192K 24 Jul 2025 See footnotes F4, F6, F7
transaction CARL Common Stock Conversion of derivative security +27K +14.09% 219K 24 Jul 2025 See footnotes F4, F6, F7
transaction CARL Common Stock Conversion of derivative security +1.12M 1.12M 24 Jul 2025 See footnotes F5, F6, F7
transaction CARL Common Stock Purchase $7M +467K +2692.36% $15.00 484K 24 Jul 2025 Direct F8, F9

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CARL Series A Preferred Stock Conversion of derivative security -2.95M -100% 0 24 Jul 2025 Common Stock 2.95M See footnotes F3, F6, F7
transaction CARL Series B Preferred Stock Conversion of derivative security -825K -100% 0 24 Jul 2025 Common Stock 825K See footnotes F3, F6, F7
transaction CARL Series C Preferred Stock Conversion of derivative security -532K -100% 0 24 Jul 2025 Common Stock 532K See footnotes F3, F6, F7
transaction CARL Series A Preferred Stock Conversion of derivative security -150K -100% 0 24 Jul 2025 Common Stock 150K See footnotes F4, F6, F7
transaction CARL Series B Preferred Stock Conversion of derivative security -41.9K -100% 0 24 Jul 2025 Common Stock 41.9K See footnotes F4, F6, F7
transaction CARL Series C Preferred Stock Conversion of derivative security -27K -100% 0 24 Jul 2025 Common Stock 27K See footnotes F4, F6, F7
transaction CARL Series C Preferred Stock Conversion of derivative security -1.12M -100% 0 24 Jul 2025 Common Stock 1.12M See footnotes F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Constitute an award of restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. The RSUs will vest in equal annual installments over three years.
F2 Includes 17,333 unvested restricted stock units convertible into approximately 17,333 shares of the Issuer's common stock.
F3 Stock held by U.S. Venture Partners XII, L.P. ("USVP XII").
F4 Stock held by U.S. Venture Partners XII-A, L.P. ("USVP XII-A").
F5 Stock held by U.S. Venture Partners Select Fund I, L.P., ("USVP SFI") on its own behalf and as nominee for U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A").
F6 Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and USVP XII-A. Presidio Management Group Select Fund I, L.L.C ("PMG SFI," and, together with USVP XII, USVP XII-A, USVP SFI, USVP SFI-A, and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. The Reporting Person is a managing member of PMG XII and PMG SFI and may be deemed to share voting and dispositive power over the stock held by USVP. The Reporting Person disclaims beneficial ownership of such stock, except to the extent of any pecuniary interest therein.
F7 These securities were previously reported on a Form 3 filed by the Reporting Person as preferred stock of the Issuer. Each share of preferred stock of the Issuer converted into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering on a 1-to-1 basis without payment of additional consideration. The preferred stock has no expiration date.
F8 Includes 466,666 shares of the Issuer's common stock purchased by the Reporting Person in the Issuer's initial public offering at the public offering price of $15.00 per share. The purchase was made directly from the underwriters in connection with the offering.
F9 Includes (i) 466,666 shares of the Issuer's common stock purchased by the reporting person in the Issuer's initial public offering at the public offering price of $15.00 per share, and (ii) 17,333 unvested RSUs convertible into approximately 17,333 shares of the Issuer's common stock. The RSUs will vest in equal annual installments over three years.