CARLSMED (CARL) director Jonathan Root awarded 13,698 RSUs and updates holdings
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ROOT JONATHAN D reported acquisition or exercise transactions in this Form 4 filing.
CARLSMED, INC. director Jonathan D. Root reported a compensation-related equity award and his updated shareholdings. He received a grant of 13,698 restricted stock units (RSUs), each convertible into one share of common stock upon vesting. These RSUs vest in full on the earlier of the day before the company’s 2027 annual stockholders meeting or June 3, 2027, if he continues serving on the Board through that date.
After this award, Root directly holds 497,697 shares of common stock. The filing also lists additional shares held indirectly through U.S. Venture Partners entities, where Root is a managing member and may be deemed to share voting and dispositive power but disclaims beneficial ownership except for any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
ROOT JONATHAN D
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 13,698 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 497,697 shares (Direct, null);
Common Stock — 4,305,806 shares (Indirect, See footnotes)
Footnotes (1)
- Constitutes an award of restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. The RSUs will vest in full on the earlier of (i) the day before the Issuer's 2027 annual meeting of stockholders or (ii) June 3, 2027, subject, in all cases, to the Reporting Person's continued service as a member of the Board of Directors through such vesting date. Stock held by U.S. Venture Partners XII, L.P. ("USVP XII"). Stock held by U.S. Venture Partners XII-A, L.P. ("USVP XII-A"). Stock held by U.S. Venture Partners Select Fund I, L.P., ("USVP SFI") on its own behalf and as nominee for U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"). Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and USVP XII-A. Presidio Management Group Select Fund I, L.L.C ("PMG SFI," and, together with USVP XII, USVP XII-A, USVP SFI, USVP SFI-A, and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. The Reporting Person is a managing member of PMG XII and PMG SFI and may be deemed to share voting and dispositive power over the stock held by USVP. The Reporting Person disclaims beneficial ownership of such stock, except to the extent of any pecuniary interest therein.
Key Figures
RSU grant size: 13,698 RSUs
RSU vesting date: June 3, 2027
Direct shares after grant: 497,697 shares
+3 more
6 metrics
RSU grant size
13,698 RSUs
Award of restricted stock units to director Root
RSU vesting date
June 3, 2027
Latest possible full vesting date for the RSU award
Direct shares after grant
497,697 shares
Root’s direct CARLSMED common stock holdings after the award
USVP XII indirect holding
1,117,743 shares
Common stock held by U.S. Venture Partners XII, L.P.
USVP XII-A indirect holding
218,524 shares
Common stock held by U.S. Venture Partners XII-A, L.P.
USVP Select Fund I holding
4,305,806 shares
Common stock held by U.S. Venture Partners Select Fund I, L.P.
Key Terms
restricted stock units ("RSUs"), pecuniary interest, beneficial ownership, voting and dispositive power, +1 more
5 terms
restricted stock units ("RSUs") financial
"Constitutes an award of restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share..."
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.
pecuniary interest financial
"The Reporting Person disclaims beneficial ownership of such stock, except to the extent of any pecuniary interest therein."
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership of such stock, except to the extent of any pecuniary interest therein."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
voting and dispositive power financial
"The Reporting Person is a managing member of PMG XII and PMG SFI and may be deemed to share voting and dispositive power..."
Board of Directors financial
"subject, in all cases, to the Reporting Person's continued service as a member of the Board of Directors through such vesting date."
The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.
FAQ
What equity award did CARLSMED (CARL) director Jonathan D. Root receive?
Jonathan D. Root received an award of 13,698 restricted stock units (RSUs), each representing one share of CARLSMED common stock upon vesting. This is a compensation-related grant, not an open-market purchase or sale of existing shares.
When do Jonathan D. Root’s new CARLSMED RSUs vest?
The 13,698 RSUs will vest in full on the earlier of the day before CARLSMED’s 2027 annual stockholders meeting or June 3, 2027. Vesting is conditioned on Root’s continued service on the Board of Directors through that date.
What indirect CARLSMED holdings are associated with Jonathan D. Root?
Indirect holdings include shares held by U.S. Venture Partners XII, L.P., U.S. Venture Partners XII-A, L.P., and U.S. Venture Partners Select Fund I, L.P. (and related funds). Root may share voting and dispositive power but disclaims beneficial ownership except for any pecuniary interest.
Is Jonathan D. Root’s Form 4 transaction a market buy or sell of CARLSMED stock?
No. The Form 4 reports a grant of RSUs, categorized as a compensation award, not an open-market purchase or sale. The transaction code is “A,” indicating a grant, award, or other acquisition from the issuer at no cash cost per share.