CARL · Carlsmed, Inc.
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 3, 4 and 5. Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-06-03 | YOUNG PHILIP M |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
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. |
Common Stock
|
13,698 |
| 2026-06-03 | ROOT JONATHAN D |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
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. |
Common Stock
|
13,698 |
| 2026-06-03 | Sidow Kevin |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
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. |
Common Stock
|
13,698 |
| 2026-06-03 | OBOYLE KEVIN C |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
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. |
Common Stock
|
13,698 |
| 2026-03-03 | Cordonnier Michael |
Director, CEO, President |
Convert↑
|
Common Stock
|
33,264 |
| 2026-03-03 | Cordonnier Michael |
Director, CEO, President |
Convert↑
|
Common Stock
|
160,567 |
| 2026-03-03 | Cordonnier Michael |
Director, CEO, President |
Convert↓
Filing footnotes — Stock Option (Right to Buy) (Direct)
25% of the shares underlying these options, representing a right to purchase a total of 358,422 shares, vested and became exercisable on December 15, 2021, with the remaining shares vesting in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date. |
Stock Option (Right to Buy)
|
160,567 |
| 2026-03-03 | Cordonnier Michael |
Director, CEO, President |
Convert↓
Filing footnotes — Stock Option (Right to Buy) (Direct)
25% of the shares underlying these options, representing a right to purchase a total of 224,956 shares, vested and became exercisable on December 15, 2025, with the remaining shares vesting in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date. |
Stock Option (Right to Buy)
|
33,264 |
| 2026-03-02 | Cordonnier Michael |
Director, CEO, President |
Sell↓
Filing footnotes — Common Stock (Direct)
Sale of shares to cover the exercise price, withholding tax obligations and broker fees and commissions, pursuant to a broker assisted cashless exercise of vested stock options granted on January 8, 2021 and February 19, 2025 under the Carlsmed, Inc. 2019 Stock Incentive Plan. This transaction was executed in multiple trades at prices ranging from $13.000 to $14.030. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide, upon request, to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. |
Common Stock
|
197,855 |
| 2026-03-02 | Cordonnier Michael |
Director, CEO, President |
Convert↑
|
Common Stock
|
197,855 |
| 2026-03-02 | Cordonnier Michael |
Director, CEO, President |
Convert↓
Filing footnotes — Stock Option (Right to Buy) (Direct)
25% of the shares underlying these options, representing a right to purchase a total of 358,422 shares, vested and became exercisable on December 15, 2021, with the remaining shares vesting in thirty-six (36) equal monthly installments thereafter, subject to the Reporting Person's continued service on each such vesting date. |
Stock Option (Right to Buy)
|
197,855 |
| 2026-01-28 | Durall William Scott |
Chief Commercial Officer |
Award↑
Filing footnotes — Common Stock (Direct)
Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's Common Stock. The RSUs will vest in three equal annual installments beginning on the first anniversary of the grant date. |
Common Stock
|
44,977 |
| 2026-01-28 | Greenstein Leonard M. |
Chief Financial Officer |
Award↑
Filing footnotes — Common Stock (Direct)
Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's Common Stock. The RSUs will vest in three equal annual installments beginning on the first anniversary of the grant date. |
Common Stock
|
44,977 |
| 2026-01-28 | Casey Niall |
Director, Chief IP Officer |
Award↑
Filing footnotes — Common Stock (Direct)
Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's Common Stock. The RSUs will vest in three equal annual installments beginning on the first anniversary of the grant date. |
Common Stock
|
44,977 |
| 2026-01-28 | Cordonnier Michael |
Director, CEO, President |
Award↑
Filing footnotes — Common Stock (Direct)
Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of the Issuer's Common Stock. The RSUs will vest in three equal annual installments beginning on the first anniversary of the grant date. |
Common Stock
|
117,316 |
| 2025-07-24 | YOUNG PHILIP M |
Director |
Buy↑
Filing footnotes — Common Stock (Indirect)
Includes 53,333 shares of the Issuer's common stock purchased by the Young Family Trust dtd 04/13/1998 Nancy Halsey Young & Philip Young, Trustees (the "Trust") 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. Stock held by the Trust. Reporting Person is a trustee of the Trust and has voting and dispositive power over the stock held by the Trust. |
Common Stock
(I)
|
53,333 |
| 2025-07-24 | Casey Niall |
Director, Chief IP Officer |
Other↓
Filing footnotes — Series B Preferred Stock (Direct)
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. |
Series B Preferred Stock
|
3,612 |
| 2025-07-24 | B CAPITAL GROUP MANAGEMENT, L.P. |
10% Owner |
Other↑
Filing footnotes — Common Stock (Indirect)
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. Shares held by Hornet Co-Invest, L.P. B Capital Group Management, LP is the manager of B Capital Global Growth III, L.P. and B Capital Healthcare I, L.P. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest, L.P. (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
931,452 |
| 2025-07-24 | ROOT JONATHAN D |
Director |
Other↑
Filing footnotes — Common Stock (Indirect)
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. Stock held by U.S. Venture Partners XII, L.P. ("USVP XII"). 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. |
Common Stock
(I)
|
2,948,794 |
| 2025-07-24 | B CAPITAL GROUP MANAGEMENT, L.P. |
10% Owner |
Other↑
Filing footnotes — Common Stock (Indirect)
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. Shares held by B Capital Healthcare I, L.P. B Capital Group Management, LP is the manager of B Capital Global Growth III, L.P. and B Capital Healthcare I, L.P. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest, L.P. (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Common Stock
(I)
|
2,376,472 |
| 2025-07-24 | ROOT JONATHAN D |
Director |
Other↓
Filing footnotes — Series C Preferred Stock (Indirect)
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. Stock held by U.S. Venture Partners XII-A, L.P. ("USVP XII-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. |
Series C Preferred Stock
(I)
|
26,993 |
| 2025-07-24 | Presidio Management Group XII, L.L.C. |
10% Owner |
Other↑
Filing footnotes — Common Stock (Indirect)
These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. Stock Held by USVP XII-A. |
Common Stock
(I)
|
41,876 |
| 2025-07-24 | Mittendorff Robert II |
Director |
Other↓
Filing footnotes — Series C Preferred Stock (Indirect)
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. Shares held by B Capital Healthcare I, L.P. 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. |
Series C Preferred Stock
(I)
|
931,452 |
| 2025-07-24 | YOUNG PHILIP M |
Director |
Other↓
Filing footnotes — Series B Preferred Stock (Indirect)
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. Stock held by PMY Partners LP. Reporting Person is the sole general partner of PMY Partners L.P. and has voting and dispositive power over the stock held by PMY Partners L.P. |
Series B Preferred Stock
(I)
|
28,900 |
| 2025-07-24 | Presidio Management Group XII, L.L.C. |
10% Owner |
Other↓
Filing footnotes — Preferred Series C Stock (Indirect)
These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. Stock Held by USVP XII-A. |
Preferred Series C Stock
(I)
|
26,993 |
| 2025-07-24 | Sidow Kevin |
Director |
Other↓
Filing footnotes — Series B Preferred Stock (Direct)
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. |
Series B Preferred Stock
|
28,900 |
| 2025-07-24 | ROOT JONATHAN D |
Director |
Other↓
Filing footnotes — Series C Preferred Stock (Indirect)
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. 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. |
Series C Preferred Stock
(I)
|
1,117,743 |
| 2025-07-24 | ROOT JONATHAN D |
Director |
Other↑
Filing footnotes — Common Stock (Indirect)
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. 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. |
Common Stock
(I)
|
1,117,743 |
| 2025-07-24 | ROOT JONATHAN D |
Director |
Other↓
Filing footnotes — Series C Preferred Stock (Indirect)
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. Stock held by U.S. Venture Partners XII, L.P. ("USVP XII"). 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. |
Series C Preferred Stock
(I)
|
531,877 |
| 2025-07-24 | ROOT JONATHAN D |
Director |
Other↑
Filing footnotes — Common Stock (Indirect)
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. Stock held by U.S. Venture Partners XII-A, L.P. ("USVP XII-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. |
Common Stock
(I)
|
26,993 |
| 2025-07-24 | ROOT JONATHAN D |
Director |
Other↑
Filing footnotes — Common Stock (Indirect)
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. Stock held by U.S. Venture Partners XII, L.P. ("USVP XII"). 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. |
Common Stock
(I)
|
825,135 |
| 2025-07-24 | Mittendorff Robert II |
Director |
Other↓
Filing footnotes — Series B Preferred Stock (Indirect)
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. Shares held by B Capital Global Growth III, L.P. 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. |
Series B Preferred Stock
(I)
|
1,445,020 |
| 2025-07-24 | ROOT JONATHAN D |
Director |
Other↓
Filing footnotes — Series A Preferred Stock (Indirect)
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. Stock held by U.S. Venture Partners XII-A, L.P. ("USVP XII-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. |
Series A Preferred Stock
(I)
|
149,655 |
| 2025-07-24 | Mittendorff Robert II |
Director |
Other↑
Filing footnotes — Common Stock (Indirect)
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. Shares held by B Capital Global Growth III, L.P. 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. |
Common Stock
(I)
|
3,680,506 |
| 2025-07-24 | Presidio Management Group XII, L.L.C. |
10% Owner |
Other↑
Filing footnotes — Common Stock (Indirect)
These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. Stock Held by USVP XII-A. |
Common Stock
(I)
|
26,993 |
| 2025-07-24 | Presidio Management Group XII, L.L.C. |
10% Owner |
Other↑
Filing footnotes — Common Stock (Indirect)
These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. Stock held by U.S. Venture Partners XII, L.P. ("USVP XII"). Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. |
Common Stock
(I)
|
531,877 |
| 2025-07-24 | B CAPITAL GROUP MANAGEMENT, L.P. |
10% Owner |
Other↓
Filing footnotes — Series C Preferred Stock (Indirect)
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. Shares held by Hornet Co-Invest, L.P. B Capital Group Management, LP is the manager of B Capital Global Growth III, L.P. and B Capital Healthcare I, L.P. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest, L.P. (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Series C Preferred Stock
(I)
|
931,452 |
| 2025-07-24 | ROOT JONATHAN D |
Director |
Other↑
Filing footnotes — Common Stock (Indirect)
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. Stock held by U.S. Venture Partners XII, L.P. ("USVP XII"). 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. |
Common Stock
(I)
|
531,877 |
| 2025-07-24 | Cordonnier Michael |
Director, CEO, President |
Convert↑
Filing footnotes — Common Stock (Direct)
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. |
Common Stock
|
3,612 |
| 2025-07-24 | Sidow Kevin |
Director |
Convert↑
Filing footnotes — Common Stock (Direct)
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. |
Common Stock
|
28,900 |
| 2025-07-24 | Cordonnier Michael |
Director, CEO, President |
Other↓
Filing footnotes — Series B Preferred Stock (Direct)
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. |
Series B Preferred Stock
|
3,612 |
| 2025-07-24 | Presidio Management Group XII, L.L.C. |
10% Owner |
Other↑
Filing footnotes — Common Stock (Indirect)
These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. Stock held by U.S. Venture Partners XII, L.P. ("USVP XII"). Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. |
Common Stock
(I)
|
2,948,794 |
| 2025-07-24 | ROOT JONATHAN D |
Director |
Other↓
Filing footnotes — Series A Preferred Stock (Indirect)
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. Stock held by U.S. Venture Partners XII, L.P. ("USVP XII"). 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. |
Series A Preferred Stock
(I)
|
2,948,794 |
| 2025-07-24 | Sidow Kevin |
Director |
Buy↑
Filing footnotes — Common Stock (Direct)
Includes 13,333 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. Includes (i) 17,333 unvested RSUs convertible into approximately 17,333 shares of the Issuer's common stock, (ii) 28,900 shares of common stock issued to Reporting Person upon the conversion of outstanding preferred stock on a 1-to-1 basis, immediately prior to the closing of the Issuer's public offering, and (iii) 13,333 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. |
Common Stock
|
13,333 |
| 2025-07-24 | B CAPITAL GROUP MANAGEMENT, L.P. |
10% Owner |
Other↓
Filing footnotes — Series C Preferred Stock (Indirect)
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. Shares held by B Capital Global Growth III, L.P. B Capital Group Management, LP is the manager of B Capital Global Growth III, L.P. and B Capital Healthcare I, L.P. Hornet-Co-Invest Investors, Ltd. is the ultimate general partner of Hornet Co-Invest, L.P. (Hornet Co-Invest, L.P., together with B Capital Healthcare I, L.P., and B Capital Global Growth III, L.P., "B Capital"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Series C Preferred Stock
(I)
|
2,235,486 |
| 2025-07-24 | YOUNG PHILIP M |
Director |
Buy↑
Filing footnotes — Common Stock (Indirect)
Includes 6,666 shares of the Issuer's common stock purchased by PMY Partners L.P. 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. (7) Includes (i) 6,666 shares of the Issuer's common stock purchased by PMY Partners L.P. in the Issuer's initial public offering at the public offering price of $15.00 per share, and (ii) 28,900 shares of common stock issued to PMY Partners L.P. upon the conversion of outstanding preferred stock on a 1-to-1 basis, immediately prior to the closing of the Issuer's public offering. Stock held by PMY Partners LP. Reporting Person is the sole general partner of PMY Partners L.P. and has voting and dispositive power over the stock held by PMY Partners L.P. |
Common Stock
(I)
|
6,666 |
| 2025-07-24 | ROOT JONATHAN D |
Director |
Other↑
Filing footnotes — Common Stock (Indirect)
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. Stock held by U.S. Venture Partners XII-A, L.P. ("USVP XII-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. |
Common Stock
(I)
|
41,876 |
| 2025-07-24 | Mittendorff Robert II |
Director |
Other↓
Filing footnotes — Series C Preferred Stock (Indirect)
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. Shares held by Hornet Co-Invest, L.P. 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. |
Series C Preferred Stock
(I)
|
931,452 |
| 2025-07-24 | Presidio Management Group XII, L.L.C. |
10% Owner |
Other↓
Filing footnotes — Preferred Series C Stock (Indirect)
These shares of preferred stock are reported after giving effect to the 1-for-5.58 reverse split of the Issuer's common and preferred stock effected on July 10, 2025 (the "Reverse Split"). Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock is convertible into one share of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering. These shares are reported in Table II above on an as-converted 1-to-1 basis with no additional consideration and have no expiration date. Presidio Management Group XII, L.L.C ("PMG XII") is the general partner of USVP XII and U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"). Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and, together with USVP XII, USVP XII-A, U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"), and PMG XII, "USVP") is the general partner of USVP SFI and USVP SFI-A. PMG XII and PMG SFI may be deemed to share voting and dispositive power over the stock held by USVP. Each of Jonathan D. Root, Richard W. Lewis, Dafina Toncheva and Steven M. Krausz, are managing members of PMG XII, who may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. In addition, Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein. Stock held by USVP SFI, on its own behalf and as nominee for USVP SFI-A. |
Preferred Series C Stock
(I)
|
1,117,743 |
| 2025-07-24 | ROOT JONATHAN D |
Director |
Other↓
Filing footnotes — Series B Preferred Stock (Indirect)
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. Stock held by U.S. Venture Partners XII-A, L.P. ("USVP XII-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. |
Series B Preferred Stock
(I)
|
41,876 |