SEC Form 3 · accession 0002147819-26-000004
CARLSMED, INC. · CARL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Bertolini
Officer — Chief Operating Officer
Period of report
Sep 8, 2026
Accepted (ET)
Sep 10, 2026 · 6:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001794546
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 22,489 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2 | $15.00 | holding | — | — | — | — | Jul 21, 2035 | Common Stock | 35,714 | — | D |
| Stock Option (Right to Buy)F3 | $5.92 | holding | — | — | — | — | Apr 9, 2035 | Common Stock | 22,402 | — | D |
| Stock Option (Right to Buy)F4 | $2.23 | holding | — | — | — | — | Nov 12, 2034 | Common Stock | 6,068 | — | D |
Explanation of responses
- F1Constitutes an award of restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of the Issuer's Common Stock for each RSU upon vesting. The RSUs will vest in three equal annual installments beginning on the first anniversary of the grant date, January 28, 2026, subject to the Reporting Person's continued service through each such vesting date.
- F2Includes 35,714 stock options exercisable into 35,714 shares of the Issuer's common stock, which began to vest on July 22, 2025 and shall vest in equal installments on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through each such vesting date. 8,928 of these stock options are fully vested and exercisable stock options and 26,786 of these stock options are unvested stock options and will be fully vested on July 22, 2029.
- F3Includes 22,402 unvested stock options exercisable into 22,402 shares of the Issuer's common stock. The stock options (which represent a portion of an original grant of 35,842 stock options exercisable into approximately 35,842 shares of the Issuer's common stock (the "Original Grant")) began to vest on March 3, 2025, subject to a one-year cliff, and shall vest in equal installments on each monthly anniversary thereafter, subject to the Reporting Person's continued service through each such vesting date. The Reporting Person previously exercised 13,440 of the stock options from the Original Grant.
- F4Includes 6,068 unvested stock options exercisable into 6,068 shares of the Issuer's common stock. The stock options (which represent a portion of an original grant of 11,649 stock options exercisable into approximately 11,649 shares of the Issuer's common stock (the "Original Grant")) began to vest on September 30, 2024, subject to a one-year cliff, and shall vest in equal installments on each monthly anniversary thereafter, subject to the Reporting Person's continued service through each such vesting date. The Reporting Person previously exercised 5,581 of these stock options from the Original Grant.