Robert Mittendorff II - 24 Jul 2025 Form 4 Insider Report for CARLSMED, INC.

Role
Director
Signature
/s/ Leonard Greenstein, as attorney-in-fact for Robert Mittendorff
Issuer symbol
CARL on Nasdaq
Transactions as of
24 Jul 2025
Net transactions value
+$19,999,995
Form type
4
Filing time
24 Jul 2025, 20:31:12 UTC
Previous filing
22 Jul 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Mittendorff Robert II Director C/O CARLSMED, INC., 1800 ASTON AVE., SUITE 100, CARLSBAD /s/ Leonard Greenstein, as attorney-in-fact for Robert Mittendorff 24 Jul 2025 0001476171

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CARL Common Stock Conversion of derivative security +3,680,506 3,680,506 24 Jul 2025 See footnotes F1, F2, F5
transaction CARL Common Stock Purchase $19,999,995 +1,333,333 +36% $15.00 5,013,839 24 Jul 2025 See footnotes F2, F5
transaction CARL Common Stock Conversion of derivative security +2,376,472 2,376,472 24 Jul 2025 See footnotes F1, F3, F5
transaction CARL Common Stock Conversion of derivative security +931,452 931,452 24 Jul 2025 See footnotes F1, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CARL Series B Preferred Stock Conversion of derivative security -1,445,020 -100% 0 24 Jul 2025 Common Stock 1,445,020 See footnotes F1, F2, F5
transaction CARL Series C Preferred Stock Conversion of derivative security -2,235,486 -100% 0 24 Jul 2025 Common Stock 2,235,486 See footnotes F1, F2, F5
transaction CARL Series B Preferred Stock Conversion of derivative security -1,445,020 -100% 0 24 Jul 2025 Common Stock 1,445,020 See footnotes F1, F3, F5
transaction CARL Series C Preferred Stock Conversion of derivative security -931,452 -100% 0 24 Jul 2025 Common Stock 931,452 See footnotes F1, F3, F5
transaction CARL Series C Preferred Stock Conversion of derivative security -931,452 -100% 0 24 Jul 2025 Common Stock 931,452 See footnotes F1, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering without payment of additional consideration. The Preferred Stock had no expiration date.
F2 Shares held by B Capital Global Growth III, L.P.
F3 Shares held by B Capital Healthcare I, L.P.
F4 Shares held by Hornet Co-Invest, L.P.
F5 B Capital Group Management, LP is the manager of B Capital Global Growth III and B Capital Healthcare I. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). The Reporting Person is a general partner of B Capital Group Management, LP. The Reporting Person disclaims beneficial ownership of such stock, except to the extent of any pecuniary interest therein.