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Carlsmed Inc.

03/04/2026 | Press release | Distributed by Public on 03/04/2026 15:05

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cordonnier Michael
2. Issuer Name and Ticker or Trading Symbol
CARLSMED, INC. [CARL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO, President
(Last) (First) (Middle)
C/O CARLSMED, INC., 1800 ASTON AVE., SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026
(Street)
CARLSBAD, CA 92008
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 03/02/2026 M 197,855 A $0.335 1,554,501 D
Common Stock 03/02/2026 S 197,855(1) D $13.292(2) 1,356,646 D
Common Stock 03/03/2026 M 160,567 A $0.335 1,517,213 D
Common Stock 03/03/2026 M 33,264 A $4.352 1,550,477 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $0.335 03/02/2026 M 197,855 (3) 01/07/2031 Common Stock 197,855 $ 0 160,567 D
Stock Option (Right to Buy) $0.335 03/03/2026 M 160,567 (3) 01/07/2031 Common Stock 160,567 $ 0 0 D
Stock Option (Right to Buy) $4.352 03/03/2026 M 33,264 (4) 02/18/2035 Common Stock 33,264 $ 0 191,692 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cordonnier Michael
C/O CARLSMED, INC.
1800 ASTON AVE., SUITE 100
CARLSBAD, CA 92008
X CEO, President

Signatures

/s/ Michael Cordonnier 03/04/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Sale of shares to cover the exercise price, withholding tax obligations and broker fees and commissions, pursuant to a broker assisted cashless exercise of vested stock options granted on January 8, 2021 and February 19, 2025 under the Carlsmed, Inc. 2019 Stock Incentive Plan.
(2) This transaction was executed in multiple trades at prices ranging from $13.000 to $14.030. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
(3) 25% of the shares underlying these options, representing a right to purchase a total of 358,422 shares, vested and became exercisable on December 15, 2021, with the remaining shares vesting in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.
(4) 25% of the shares underlying these options, representing a right to purchase a total of 224,956 shares, vested and became exercisable on December 15, 2025, with the remaining shares vesting in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Carlsmed Inc. published this content on March 04, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 04, 2026 at 21:05 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]