Jonathan D. Root - 22 Jul 2025 Form 4 Insider Report for CARLSMED, INC.

Reporting relationship: Director
Issuer ticker: CARL on Nasdaq
Reported as of: 22 Jul 2025
Net transaction value: +$6,999,990
SEC form: 4
Accepted by SEC: 24 Jul 2025, 20:27:10 UTC
Prior SEC filing: 08 Jul 2025
Next SEC filing: 07 Oct 2025
Source filing: View source filing
Reporting owner signature: /s/ Leonard Greenstein, as attorney-in-fact for Jonathan Root

Key filing fact

Jonathan D. Root filed Form 4 for CARLSMED, INC. on 24 Jul 2025.

Key facts

This page summarizes Jonathan D. Root's Form 4 filing for CARLSMED, INC..
16 reported transactions and 7 derivative rows are listed below.
Accepted by SEC: 24 Jul 2025, 20:27.

Change

Previous filing in this sequence was filed on 08 Jul 2025.
Current net transaction value: +$6,999,990.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001225480 Primary reporting owner

ROOT JONATHAN D

Relationship: Director
Address: C/O CARLSMED, INC., 1800 ASTON AVE., SUITE 100, CARLSBAD
Signature: /s/ Leonard Greenstein, as attorney-in-fact for Jonathan Root
Signature date: 24 Jul 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CARL transaction

Common Stock

Award

Transaction value: $0
Shares: +17,333
Change %
Price: $0.000000
Shares after: 17,333
Date: 22 Jul 2025
Ownership: Direct
Footnotes: F1, F2

CARL transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +2,948,794
Change %
Price
Shares after: 2,948,794
Date: 24 Jul 2025
Ownership: See footnotes
Footnotes: F3, F6, F7

CARL transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +825,135
Change %: +28%
Price
Shares after: 3,773,929
Date: 24 Jul 2025
Ownership: See footnotes
Footnotes: F3, F6, F7

CARL transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +531,877
Change %: +14%
Price
Shares after: 4,305,806
Date: 24 Jul 2025
Ownership: See footnotes
Footnotes: F3, F6, F7

CARL transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +149,655
Change %
Price
Shares after: 149,655
Date: 24 Jul 2025
Ownership: See footnotes
Footnotes: F4, F6, F7

CARL transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +41,876
Change %: +28%
Price
Shares after: 191,531
Date: 24 Jul 2025
Ownership: See footnotes
Footnotes: F4, F6, F7

CARL transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +26,993
Change %: +14%
Price
Shares after: 218,524
Date: 24 Jul 2025
Ownership: See footnotes
Footnotes: F4, F6, F7

CARL transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +1,117,743
Change %
Price
Shares after: 1,117,743
Date: 24 Jul 2025
Ownership: See footnotes
Footnotes: F5, F6, F7

CARL transaction

Common Stock

Purchase

Transaction value: $6,999,990
Shares: +466,666
Change %: +2692%
Price: $15.00
Shares after: 483,999
Date: 24 Jul 2025
Ownership: Direct
Footnotes: F8, F9

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CARL transaction Derivative

Series A Preferred Stock

Conversion of derivative security

Transaction value
Shares: -2,948,794
Change %: -100%
Price
Shares after: 0
Date: 24 Jul 2025
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 2,948,794
Exercise price
Footnotes: F3, F6, F7

CARL transaction Derivative

Series B Preferred Stock

Conversion of derivative security

Transaction value
Shares: -825,135
Change %: -100%
Price
Shares after: 0
Date: 24 Jul 2025
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 825,135
Exercise price
Footnotes: F3, F6, F7

CARL transaction Derivative

Series C Preferred Stock

Conversion of derivative security

Transaction value
Shares: -531,877
Change %: -100%
Price
Shares after: 0
Date: 24 Jul 2025
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 531,877
Exercise price
Footnotes: F3, F6, F7

CARL transaction Derivative

Series A Preferred Stock

Conversion of derivative security

Transaction value
Shares: -149,655
Change %: -100%
Price
Shares after: 0
Date: 24 Jul 2025
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 149,655
Exercise price
Footnotes: F4, F6, F7

CARL transaction Derivative

Series B Preferred Stock

Conversion of derivative security

Transaction value
Shares: -41,876
Change %: -100%
Price
Shares after: 0
Date: 24 Jul 2025
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 41,876
Exercise price
Footnotes: F4, F6, F7

CARL transaction Derivative

Series C Preferred Stock

Conversion of derivative security

Transaction value
Shares: -26,993
Change %: -100%
Price
Shares after: 0
Date: 24 Jul 2025
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 26,993
Exercise price
Footnotes: F4, F6, F7

CARL transaction Derivative

Series C Preferred Stock

Conversion of derivative security

Transaction value
Shares: -1,117,743
Change %: -100%
Price
Shares after: 0
Date: 24 Jul 2025
Ownership: See footnotes
Underlying class: Common Stock
Underlying amount: 1,117,743
Exercise price
Footnotes: F5, F6, F7

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 9 footnotes

Footnote F1

Constitute 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 equal annual installments over three years.

Footnote F2

Includes 17,333 unvested restricted stock units convertible into approximately 17,333 shares of the Issuer's common stock.

Footnote F3

Stock held by U.S. Venture Partners XII, L.P. ("USVP XII").

Footnote F4

Stock held by U.S. Venture Partners XII-A, L.P. ("USVP XII-A").

Footnote F5

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").

Footnote F6

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.

Footnote F7

These securities were previously reported on a Form 3 filed by the Reporting Person as preferred stock of the Issuer. Each share of preferred stock of the Issuer converted into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering on a 1-to-1 basis without payment of additional consideration. The preferred stock has no expiration date.

Footnote F8

Includes 466,666 shares of the Issuer's common stock purchased by the Reporting Person in the Issuer's initial public offering at the public offering price of $15.00 per share. The purchase was made directly from the underwriters in connection with the offering.

Footnote F9

Includes (i) 466,666 shares of the Issuer's common stock purchased by the reporting person in the Issuer's initial public offering at the public offering price of $15.00 per share, and (ii) 17,333 unvested RSUs convertible into approximately 17,333 shares of the Issuer's common stock. The RSUs will vest in equal annual installments over three years.