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Carlsmed names Jeff Bertolini COO, grants options

Carlsmed promotes Jeff Bertolini to Chief Operating Officer with increased compensation, severance protections, and a 50,000-option equity award.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Carlsmed, Inc. (CARL) announced that its Board of Directors appointed Jeffrey (Jeff) Bertolini as Chief Operating Officer, effective September 8, 2026. He has held senior operations roles at Carlsmed since 2024 and previously at SI-BONE, NuVasive, and US Surgical.

Bertolini’s employment agreement includes a base salary that increases to $475,000 with a 60% target annual cash incentive opportunity. If his employment is terminated without cause or he resigns for good reason outside of a defined corporate-transaction window, he is eligible for 12 months of base-salary continuation, potential annual incentive payments, and up to 12 months of COBRA reimbursements. On September 8, 2026, he was also granted 50,000 stock options to purchase Carlsmed common stock.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
COO effective date September 8, 2026 Effective date of Jeff Bertolini’s appointment as Chief Operating Officer
Current age 60 years Age of Jeff Bertolini at the time of appointment
Initial annual base salary under Employment Agreement $375,000 Initial base salary effective July 10, 2025
Base salary after March 9, 2026 increase $440,000 Salary level set on March 9, 2026 before COO promotion
COO base salary $475,000 Annual base salary effective September 8, 2026 upon appointment as COO
Target incentive opportunity (pre-COO) 40% of base salary Annual cash incentive target under Employment Agreement before COO appointment
Target incentive opportunity (COO) 60% of base salary Annual cash incentive target after appointment as COO
Stock options granted 50,000 options Stock options to purchase Carlsmed common stock granted on September 8, 2026
COBRA reimbursements financial
"and (iv) COBRA reimbursements for up to 12 months"
good reason regulatory
"or due to his resignation for “good reason” outside the period"
corporate transaction financial
"ending 12 months after the consummation of a “corporate transaction,”"
indemnification agreement regulatory
"have entered into an indemnification agreement substantially similar to the"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure. On September 8, 2026, the Company issued"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

FAQ

What executive leadership change did CARLSMED, INC. (CARL) announce?

Carlsmed appointed Jeffrey (Jeff) Bertolini as Chief Operating Officer, effective September 8, 2026. He previously served as Senior Vice President, Operational Excellence and Vice President of Advanced Manufacturing Technologies at the company.

What is Jeff Bertolini’s new compensation package at CARL?

As Chief Operating Officer, Jeff Bertolini will receive a base salary of $475,000 per year and will be eligible for an annual cash incentive with a target opportunity of 60% of his base salary, under his existing employment agreement.

What equity award did Carlsmed (CARL) grant to the new COO?

On September 8, 2026, Carlsmed granted Jeff Bertolini 50,000 stock options to purchase shares of the company’s common stock in connection with his appointment as Chief Operating Officer.

What severance protections does Jeff Bertolini have under his Carlsmed employment agreement?

If terminated without cause or he resigns for good reason outside a specified corporate-transaction window, Bertolini may receive 12 months of base salary, any earned but unpaid annual incentive, a pro-rated incentive for the year of termination, and up to 12 months of COBRA reimbursements.

What prior roles did Jeff Bertolini hold before becoming COO at Carlsmed (CARL)?

At Carlsmed, he served as Senior Vice President, Operational Excellence and previously as Vice President of Advanced Manufacturing Technologies. Before Carlsmed, he held senior operations and technology roles at SI-BONE, Inc., NuVasive, Inc., and US Surgical.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false000179454600017945462026-09-042026-09-04

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 4, 2026

 

 

Carlsmed, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-42756

83-1081863

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1800 Aston Ave, Suite 100

 

Carlsbad, California

 

92008

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (760) 766-1923

 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.00001 par value per share

 

CARL

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 4, 2026, the Board of Directors of Carlsmed, Inc. (the “Company”) appointed Jeffrey Bertolini as Chief Operating Officer of the Company, effective September 8, 2026.

Mr. Bertolini, age 60, has served as the Company’s Senior Vice President, Operational Excellence since March 2025. Previously, Mr. Bertolini was Vice President of Advanced Manufacturing Technologies of the Company from September 2024 to March 2025. Before joining the Company, Mr. Bertolini was Senior Vice President, Operations & Technology of SI-BONE, Inc. from July 2022 to October 2024 and Vice President, Global Planning and Field Ops of NuVasive, Inc. from April 2020 to June 2022. He holds an MBA from Rensselaer Polytechnic Institute and a Bachelor of Science in Procurement and Logistics Management from Arizona State University.

The Company previously entered into an employment agreement with Mr. Bertolini, effective as of July 10, 2025 (the “Employment Agreement”). The Employment Agreement provides for an initial annual base salary of $375,000 and the eligibility to earn an annual cash incentive award with a target incentive opportunity equal to 40% of his base salary. Mr. Bertolini’s salary was increased to $440,000 per annum on March 9, 2026.

Pursuant to the Employment Agreement, if Mr. Bertolini’s employment is terminated by us without “cause” or due to his resignation for “good reason” outside the period beginning three months before and ending 12 months after the consummation of a “corporate transaction,” then, subject to a release of claims in favor of the Company, Mr. Bertolini will receive (i) continuing payments of base salary for 12 months, (ii) any earned but unpaid annual incentive award for the year prior to the year of termination, (iii) a pro-rated annual incentive award for the year of termination based on achievement of performance targets, and (iv) COBRA reimbursements for up to 12 months.

In connection with Mr. Bertolini’s appointment as Chief Operating Officer, his salary was increased to $475,000 per annum, effective as of September 8, 2026 and his target incentive opportunity was increased to 60% of his base salary. On September 8, 2026, Mr. Bertolini was also granted 50,000 stock options to purchase shares of the Company’s common stock.

In connection with Mr. Bertolini’s appointment as Chief Operating Officer, Mr. Bertolini and the Company have entered into an indemnification agreement substantially similar to the indemnification agreement that the Company’s directors and other executive officers have entered into, the form of which is on file with the U.S. Securities and Exchange Commission.

No family relationships exist between Mr. Bertolini and any of the Company’s directors or executive officers or any person nominated or chosen by the Company to become a director or executive officer. Other than with respect to the compensation matters, as described above, there are no arrangements or understandings between Mr. Bertolini and any other person pursuant to which Mr. Bertolini was selected as Chief Operating Officer of the Company, nor are there any transactions to which the Company is or was a participant and in which Mr. Bertolini has or had a direct or indirect material interest subject to disclosure under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On September 8, 2026, the Company issued a press release announcing the appointment of Mr. Bertolini as Chief Operating Officer. The text of the press release is attached as Exhibit 99.1 to this Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(a) Exhibits

 

Exhibit No.

 

Description

99.1*

 

Press Release of Carlsmed, Inc., dated September 8, 2026

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

CARLSMED, INC.

 

 

 

Date: September 8, 2026

By:

/s/Michael Cordonnier

 

 

Michael Cordonnier

Chief Executive Officer and President

 

 


 

Carlsmed, Inc. Announces Chief Operating Officer Appointment

CARLSBAD, Calif., September 8, 2026 (GLOBE NEWSWIRE) -- Carlsmed, Inc. (Nasdaq: CARL) (“Carlsmed” or the “Company”), a medical technology company pioneering AI-enabled personalized spine surgery solutions, today announced that Jeff Bertolini has been promoted to the role of Chief Operating Officer, effective immediately. Jeff joined Carlsmed in September 2024, most recently serving as the Company’s Senior Vice President, Operational Excellence and previously, Vice President of Advanced Manufacturing Technologies. Prior to joining Carlsmed, Jeff held senior leadership positions in operations and technology at SI-BONE, NuVasive, and US Surgical.

“Jeff has made measurable contributions to our operations, driving deployment of advanced technologies throughout our digital production process to accelerate scale and capabilities,” said Mike Cordonnier, Chairman and CEO. “We look forward to his leadership to further expand our capabilities to rapidly scale our highly differentiated personalized surgery business.”

Mr. Bertolini holds an MBA from Rensselaer Polytechnic Institute and a Bachelor of Science in Procurement and Logistics Management from Arizona State University. He completed the Chief Technology Officer Program at the Wharton School of the University of Pennsylvania and the MIT Professional Education Program in Applied Data Science.

About Carlsmed, Inc.

Carlsmed is a medical technology company pioneering AI-enabled personalized spine surgery solutions with a mission to improve outcomes and decrease the cost of healthcare for spine surgery and beyond.

 

Forward Looking Statements

Any statements in this press release about future expectations, plans and prospects, including statements about Carlsmed’s ability to scale its business and other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “likely,” “will,” “would,” “could,” “should,” “continue,” and similar expressions, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including such important factors as are set forth under the caption “Risk Factors” in Carlsmed’s Annual Report on Form 10-K on file with the U.S. Securities and Exchange Commission. The forward-looking statements included in this press release represent Carlsmed’s views as of the date of this press release. Carlsmed anticipates that subsequent events and developments will cause its views to change. However, while Carlsmed may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Carlsmed’s views as of any date subsequent to the date of this press release.

 

Investor Relations

IR@Carlsmed.com

 

Media

Marketing@Carlsmed.com

 

 


Filing Exhibits & Attachments

2 documents

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