Sec Form 3 Filing - Cordonnier Michael @ CARLSMED, INC. - 2025-07-22

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Cordonnier Michael 2. Issuer Name and Ticker or Trading Symbol CARLSMED, INC. [ CARL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO, President (Last) (First) (Middle) C/O CARLSMED, INC., 1800 ASTON AVE., SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 07/22/2025 (Street) CARLSBAD, CA92008 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 1,235,718 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series B Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 3,612 D Stock Option (Right to Buy) $ 0.33 ( 5 ) ( 3 ) 01/07/2031 Common Stock 358,422 ( 3 ) D Stock Option (Right to Buy) $ 4.35 ( 5 ) ( 4 ) 02/18/2035 Common Stock 224,956 ( 4 ) D Restricted Stock Units ( 6 ) ( 6 ) 03/05/2029 Common Stock 112,478 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cordonnier Michael C/O CARLSMED, INC. 1800 ASTON AVE., SUITE 100 CARLSBAD, CA92008 X CEO, President Signatures /s/ Michael Cordonnier 07/22/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of common 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"). ( 2 )Includes 3,612 shares of Series B Preferred Stock issued to the Reporting Person on April 18, 2022. Each share of Series B 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 after giving effect to the Reverse Split and on an as-converted 1-to-1 basis and have no expiration date. ( 3 )Includes 358,422 vested stock options convertible into approximately 358,422 shares of the Issuer's common stock. These options are reported after giving effect to the Reverse Split and became fully vested on December 15, 2024. ( 4 )Includes 224,956 unvested stock options convertible into approximately 224,956 shares of the Issuer's common stock which began to vest on December 15, 2024, subject to a one-year cliff, and will be fully vested on December 15, 2028. These options are reported after giving effect to the Reverse Split. ( 5 )The exercise price has been adjusted to reflect the Reverse Split. ( 6 )Includes 112,478 unvested restricted stock units convertible into approximately 112,478 shares of the Issuer's common stock that are subject to milestone and performance-based vesting. These restricted stock units are reported after giving effect to the Reverse Split.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.