Were the Carlsmed (CARL) share sales by the CEO discretionary or part of an option exercise?

The share sales were tied to a broker-assisted cashless option exercise. Footnotes state the 197,855 shares were sold to cover the option exercise price, withholding tax obligations, and broker fees, rather than being purely discretionary open-market sales by the CEO.

Carlsmed (CARL) CEO exercises stock options, sells 197,855 shares in cashless deal

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Carlsmed, Inc. CEO and President Michael Cordonnier reported several stock option exercises and related share sales. On March 2 and 3, 2026, he exercised options for multiple blocks of common stock at exercise prices of $0.335 and $4.352 per share. He then sold 197,855 common shares at a weighted average price of $13.292 per share to cover the option exercise costs, withholding taxes, and associated broker fees under a broker-assisted cashless exercise.

Insider Trade Summary

Net Seller: 197,855 shares ($2,629,889)

Net Sell 7 txns

Insider Cordonnier Michael

Role CEO, President

Sold 197,855 shs ($2.63M)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	160,567	$0.00	--
Exercise	Stock Option (Right to Buy)	33,264	$0.00	--
Exercise	Common Stock	160,567	$0.335	$54K
Exercise	Common Stock	33,264	$4.352	$145K
Exercise	Stock Option (Right to Buy)	197,855	$0.00	--
Exercise	Common Stock	197,855	$0.335	$66K
Sale	Common Stock	197,855	$13.292	$2.63M

Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 1,517,213 shares (Direct)

Footnotes (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. 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. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

03/04/2026 - 04:05 PM

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cordonnier Michael

(Last)

(First)

(Middle)

C/O CARLSMED, INC.

1800 ASTON AVE., SUITE 100

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

Explanation of Responses:

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.

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Carlsmed (CARL) CEO Michael Cordonnier report in this Form 4?

Michael Cordonnier reported exercising stock options and selling shares. He converted options into common stock at exercise prices of $0.335 and $4.352, then sold 197,855 shares at a weighted average price of $13.292 primarily to cover exercise costs, taxes, and broker fees.

How many Carlsmed (CARL) shares did the CEO sell, and at what price?

The CEO sold 197,855 shares of Carlsmed common stock. These shares were sold at a weighted average price of $13.292 per share, with trades executed in a price range from $13.000 to $14.030, according to the detailed transaction footnote.

What stock options did Carlsmed (CARL) CEO Michael Cordonnier exercise?

He exercised stock options granted on January 8, 2021 and February 19, 2025 under the Carlsmed, Inc. 2019 Stock Incentive Plan. These grants covered hundreds of thousands of shares, vesting over time with portions already exercisable by the reported transaction dates.

What is the CEO’s ownership status in Carlsmed (CARL) after these transactions?

After the reported exercises and sales, Michael Cordonnier directly owned over 1.35 million shares of Carlsmed common stock, based on the post-transaction share balances disclosed alongside each transaction in the Form 4 filing data.

Why does the Carlsmed (CARL) Form 4 mention a weighted average sale price?

The filing notes the sale was executed in multiple trades between $13.000 and $14.030. The reported $13.292 figure is the weighted average sale price, and the CEO undertakes to provide detailed trade-level data to the SEC, issuer, or shareholders upon request.