STOCK TITAN

Carlsmed COO Bertolini holds 22,489 shares, options

Form 3 discloses CARLSMED’s COO direct holdings of common stock, RSUs, and multiple stock option grants with staggered vesting schedules.

(Moderate)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

CARLSMED, INC. (CARL) reported the initial equity holdings of Chief Operating Officer Jeffrey Bertolini. He directly holds 22,489 shares of Common Stock, which includes restricted stock units that vest in three equal annual installments beginning January 28, 2026, subject to his continued service. He also holds stock options to acquire 35,714, 22,402 and 6,068 shares of Common Stock at exercise prices of $15.00, $5.92 and $2.23 per share, expiring between November 12, 2034 and July 21, 2035, with portions already vested and the remainder vesting over time, contingent on continued service.

Positive

  • None.

Negative

  • None.
Insider Bertolini Jeffrey
Role Chief Operating Officer
Type Security Shares Price Value
holding Stock Option (Right to Buy) F2 -- -- --
holding Stock Option (Right to Buy) F3 -- -- --
holding Stock Option (Right to Buy) F4 -- -- --
holding Common Stock F1 -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 64,184 contracts (Direct); Common Stock — 22,489 shares (Direct)
Footnotes (4)
  1. F1. Constitutes an award of restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of the Issuer's Common Stock for each RSU upon vesting. The RSUs will vest in three equal annual installments beginning on the first anniversary of the grant date, January 28, 2026, subject to the Reporting Person's continued service through each such vesting date.
  2. F2. Includes 35,714 stock options exercisable into 35,714 shares of the Issuer's common stock, which began to vest on July 22, 2025 and shall vest in equal installments on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through each such vesting date. 8,928 of these stock options are fully vested and exercisable stock options and 26,786 of these stock options are unvested stock options and will be fully vested on July 22, 2029.
  3. F3. Includes 22,402 unvested stock options exercisable into 22,402 shares of the Issuer's common stock. The stock options (which represent a portion of an original grant of 35,842 stock options exercisable into approximately 35,842 shares of the Issuer's common stock (the "Original Grant")) began to vest on March 3, 2025, subject to a one-year cliff, and shall vest in equal installments on each monthly anniversary thereafter, subject to the Reporting Person's continued service through each such vesting date. The Reporting Person previously exercised 13,440 of the stock options from the Original Grant.
  4. F4. Includes 6,068 unvested stock options exercisable into 6,068 shares of the Issuer's common stock. The stock options (which represent a portion of an original grant of 11,649 stock options exercisable into approximately 11,649 shares of the Issuer's common stock (the "Original Grant")) began to vest on September 30, 2024, subject to a one-year cliff, and shall vest in equal installments on each monthly anniversary thereafter, subject to the Reporting Person's continued service through each such vesting date. The Reporting Person previously exercised 5,581 of these stock options from the Original Grant.
Direct Common Stock holdings 22,489 shares Directly held by COO Jeffrey Bertolini as of September 8, 2026
Stock options underlying shares at $15.00 35,714 shares Stock Option (Right to Buy), exercise price $15.00, expires July 21, 2035
Stock options underlying shares at $5.92 22,402 shares Stock Option (Right to Buy), exercise price $5.92, expires April 9, 2035
Stock options underlying shares at $2.23 6,068 shares Stock Option (Right to Buy), exercise price $2.23, expires November 12, 2034
Vested portion of 35,714-share grant 8,928 options Fully vested and exercisable from the 35,714-option grant as described in footnote F2
Remaining unvested from 35,714-share grant 26,786 options Unvested options from the 35,714-option grant, expected to be fully vested by July 22, 2029
Previously exercised from 35,842-option grant 13,440 options Options already exercised from the original 35,842-option grant referenced in footnote F3
Previously exercised from 11,649-option grant 5,581 options Options already exercised from the original 11,649-option grant referenced in footnote F4
restricted stock units ("RSUs") financial
"Constitutes an award of restricted stock units ("RSUs") for which the Reporting"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
stock options financial
"Includes 35,714 stock options exercisable into 35,714 shares of the Issuer's"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
vest financial
"The RSUs will vest in three equal annual installments beginning on the first"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
exercise price financial
"Includes 6,068 unvested stock options exercisable into 6,068 shares of the"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
cliff financial
"began to vest on March 3, 2025, subject to a one-year cliff, and shall"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does CARLSMED (CARL) disclose in this Form 3 for its COO?

The filing reports Chief Operating Officer Jeffrey Bertolini’s initial ownership, including 22,489 shares of Common Stock, restricted stock units that vest over three years, and several stock option grants covering tens of thousands of shares at various exercise prices and maturities.

How many CARL common shares does Jeffrey Bertolini directly hold?

Jeffrey Bertolini directly holds 22,489 shares of CARLSMED Common Stock. This position includes restricted stock units that will settle into shares as they vest over time, subject to his continued service with the company.

What stock options in CARL does the COO hold and at what exercise prices?

He holds stock options exercisable into 35,714 shares at $15.00, 22,402 shares at $5.92, and 6,068 shares at $2.23 per share. These options relate to prior grants and are scheduled to vest in installments, contingent on continued service.

When do Jeffrey Bertolini’s CARL stock options expire?

The reported stock options expire on November 12, 2034, April 9, 2035, and July 21, 2035, respectively. Each grant maintains its own expiration date while vesting occurs over specified schedules tied to his continued service.

What are the vesting terms of the CARL RSUs reported for the COO?

The restricted stock units entitle Jeffrey Bertolini to receive one share of Common Stock per RSU upon vesting. They vest in three equal annual installments beginning on January 28, 2026, subject to his continued service through each vesting date.

How many of the COO’s CARL stock options are already vested?

For the 35,714-share option grant at $15.00, 8,928 options are fully vested and exercisable, while 26,786 remain unvested and are scheduled to be fully vested by July 22, 2029, assuming continued service.

What prior exercises of CARL stock options by the COO are noted?

The filing notes that from an original 35,842-option grant, he previously exercised 13,440 options, leaving 22,402 unvested options. From another original grant of 11,649 options, he previously exercised 5,581 options, leaving 6,068 unvested options.

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

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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Bertolini Jeffrey

(Last)(First)(Middle)
1800 ASTON AVENUE
SUITE 100

(Street)
CARLSBAD CALIFORNIA 92008

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
09/08/2026
3. Issuer Name and Ticker or Trading Symbol
CARLSMED, INC. [ CARL ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock22,489(1)D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) (2)07/21/2035Common Stock35,714$15D
Stock Option (Right to Buy) (3)04/09/2035Common Stock22,402$5.92D
Stock Option (Right to Buy) (4)11/12/2034Common Stock6,068$2.23D
Explanation of Responses:
1. Constitutes an award of restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of the Issuer's Common Stock for each RSU upon vesting. The RSUs will vest in three equal annual installments beginning on the first anniversary of the grant date, January 28, 2026, subject to the Reporting Person's continued service through each such vesting date.
2. Includes 35,714 stock options exercisable into 35,714 shares of the Issuer's common stock, which began to vest on July 22, 2025 and shall vest in equal installments on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through each such vesting date. 8,928 of these stock options are fully vested and exercisable stock options and 26,786 of these stock options are unvested stock options and will be fully vested on July 22, 2029.
3. Includes 22,402 unvested stock options exercisable into 22,402 shares of the Issuer's common stock. The stock options (which represent a portion of an original grant of 35,842 stock options exercisable into approximately 35,842 shares of the Issuer's common stock (the "Original Grant")) began to vest on March 3, 2025, subject to a one-year cliff, and shall vest in equal installments on each monthly anniversary thereafter, subject to the Reporting Person's continued service through each such vesting date. The Reporting Person previously exercised 13,440 of the stock options from the Original Grant.
4. Includes 6,068 unvested stock options exercisable into 6,068 shares of the Issuer's common stock. The stock options (which represent a portion of an original grant of 11,649 stock options exercisable into approximately 11,649 shares of the Issuer's common stock (the "Original Grant")) began to vest on September 30, 2024, subject to a one-year cliff, and shall vest in equal installments on each monthly anniversary thereafter, subject to the Reporting Person's continued service through each such vesting date. The Reporting Person previously exercised 5,581 of these stock options from the Original Grant.
/s/ Leonard Greenstein, as attorney-in-fact for Jeffrey Bertolini09/10/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 3: SEC 1473 (03-26)

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