Carlsmed (CARL) CEO Cordonnier receives 117,316 RSUs vesting over 3 years

Rhea-AI Filing Summary

Carlsmed, Inc. CEO and President Michael Cordonnier, who also serves as a director, received an equity award of 117,316 shares of common stock on January 28, 2026. These are restricted stock units, each convertible into one share, vesting in three equal annual installments starting on the first anniversary of the grant date. Following this grant, he beneficially owned 1,356,646 shares of Carlsmed common stock in direct ownership.

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

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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 CA 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)
01/28/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/28/2026		A		117,316(1)	A	$0	1,356,646	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's Common Stock. The RSUs will vest in three equal annual installments beginning on the first anniversary of the grant date.

	/s/ Michael Cordonnier	01/30/2026
	** 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).
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FAQ

What insider transaction did Carlsmed (CARL) report for Michael Cordonnier?

Carlsmed reported that CEO and President Michael Cordonnier received an award of 117,316 shares of common stock on January 28, 2026. These shares are tied to restricted stock units that convert into common stock as they vest over time.

How many Carlsmed (CARL) shares does Michael Cordonnier own after this Form 4 filing?

After the reported transaction, Michael Cordonnier beneficially owned 1,356,646 shares of Carlsmed common stock. This total includes the newly granted 117,316 restricted stock units, which convert into shares as they vest under the award’s vesting schedule.

What are the terms of the restricted stock units granted to Carlsmed (CARL) CEO Michael Cordonnier?

Each restricted stock unit represents a contingent right to receive one share of Carlsmed common stock. The RSUs vest in three equal annual installments, beginning on the first anniversary of the January 28, 2026 grant date, subject to the award’s conditions.

Was any cash paid for the Carlsmed (CARL) shares reported in this Form 4?

The reported 117,316 common shares were acquired at a price of $0.00 per share. This indicates they were issued as an equity award, not purchased on the open market, consistent with restricted stock unit-based compensation.

What roles does Michael Cordonnier hold at Carlsmed (CARL) in this Form 4?

Michael Cordonnier is identified as a director and an officer of Carlsmed, serving as CEO and President. The Form 4 reflects his insider status and reports the equity award he received in his capacity as a senior executive and board member.

How do the Carlsmed (CARL) RSUs vest for Michael Cordonnier?

The restricted stock units vest in three equal annual tranches starting one year after the grant date. This means one-third of the RSUs vests on the first anniversary of January 28, 2026, with the remaining two-thirds vesting in subsequent years.