Form 4 for CARL CARLSMED, INC.
Accepted 2025-07-24 00:00:00 ET · period of report 2025-07-24 · accession 0000950170-25-098540 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2025-07-24 | 2025-07-24 | CARL | Mittendorff Robert II | Dir | C - Cnv Deriv | — | +6.99M | 2.38M | New | — |
| DI | 2025-07-24 | 2025-07-24 | CARL | Mittendorff Robert II | Dir | P - Purchase | $15.00 | +1.33M | 5.01M | +36% | +$20.00M |
| DMI | 2025-07-24 | 2025-07-24 | CARL | Mittendorff Robert II | Dir | C - Cnv Deriv | — | -6.99M | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-07-24 | C | A | 3,680,506 | — | 3,680,506 | I See footnotes | — | — | (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. (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. (F2) Shares held by B Capital Global Growth III, L.P. |
| 2 | Common | Common Stock | 2025-07-24 | C | A | 931,452 | — | 931,452 | I See footnotes | — | — | (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. (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. |
| 3 | Common | Common Stock | 2025-07-24 | C | A | 2,376,472 | — | 2,376,472 | I See footnotes | — | — | (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. (F3) Shares held by B Capital Healthcare I, 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. |
| 4 | Common | Common Stock | 2025-07-24 | P | A | 1,333,333 | $15.00 | 5,013,839 | I See footnotes | — | — | (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. (F2) Shares held by B Capital Global Growth III, L.P. |
| 5 | Derivative | Series C Preferred Stock | 2025-07-24 | C | D | 931,452 | — | 0 | I See footnotes | — · — to — | 931,452 Common Stock | (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. (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. |
| 6 | Derivative | Series C Preferred Stock | 2025-07-24 | C | D | 931,452 | — | 0 | I See footnotes | — · — to — | 931,452 Common Stock | (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. (F3) Shares held by B Capital Healthcare I, 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. |
| 7 | Derivative | Series B Preferred Stock | 2025-07-24 | C | D | 1,445,020 | — | 0 | I See footnotes | — · — to — | 1,445,020 Common Stock | (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. (F3) Shares held by B Capital Healthcare I, 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. |
| 8 | Derivative | Series B Preferred Stock | 2025-07-24 | C | D | 1,445,020 | — | 0 | I See footnotes | — · — to — | 1,445,020 Common Stock | (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. (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. (F2) Shares held by B Capital Global Growth III, L.P. |
| 9 | Derivative | Series C Preferred Stock | 2025-07-24 | C | D | 2,235,486 | — | 0 | I See footnotes | — · — to — | 2,235,486 Common Stock | (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. (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. (F2) Shares held by B Capital Global Growth III, L.P. |