ROOT JONATHAN D 4

What Happened Jonathan D. Root, a director of Carlsmed, Inc. (CARL), received a grant of 13,698 restricted stock units (RSUs) on June 3, 2026. The RSUs are reported at $0.00 per unit (total reported value $0) and will convert to one share of common stock per RSU upon vesting. This is a compensation award (grant), not an open-market purchase or sale.

Key Details

• Transaction date: 2026-06-03; Form 4 filed on 2026-06-22 (appears to be filed 19 days after the transaction; Form 4s are normally due within two business days).
• Grant: 13,698 RSUs @ $0.00 (total reported value $0).
• Vesting: RSUs vest in full on the earlier of (i) the day before the issuer’s 2027 annual meeting or (ii) June 3, 2027, subject to continued service as a board member (Footnote F1).
• Shares owned after transaction: Not specified in this filing.
• Additional footnotes (F2–F5): Indicate stock held by affiliated venture funds (USVP entities) and that Mr. Root, as a managing member of related general partner entities, may be deemed to share voting/dispositive power over those holdings but disclaims beneficial ownership except for any pecuniary interest.

Context RSU grants are common board compensation and do not represent an immediate cash purchase or sale. The award will only become actual shares if and when the RSUs vest (subject to continued service). Because this is a grant (not a purchase), it signals compensation alignment rather than a direct market bet by the director. The delayed filing date is noted but the filing itself only reports the grant and its vesting terms.