Press Releases October 2, 2026 04:01 PM

Carlsmed, Inc. Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Carlsmed grants inducement stock options and RSUs to newly hired CFO and Chief Product & AI Officer under Nasdaq rule.

By Priya Menon
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Carlsmed, a U.S. medical technology company specializing in AI-enabled personalized spine surgery solutions, announced inducement grants of stock options and restricted stock units to its newly appointed CFO and Chief Product and AI Officer as incentives for their employment. These grants were approved by the company’s independent Compensation Committee and conform to Nasdaq Listing Rule 5635(c)(4).

Carlsmed, Inc. Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)
CARL
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Key Points

  • Carlsmed appointed a new CFO and Chief Product & AI Officer, granting them stock options and RSUs as inducement awards.
  • The equity awards vest over multiple years contingent on continued employment, aligning key executives' interests with shareholder value.
  • The grants were approved outside the existing equity incentive plan and comply with Nasdaq listing rules for inducement awards.

CARLSBAD, Calif., Oct. 02, 2026 (GLOBE NEWSWIRE) -- Carlsmed, Inc. (Nasdaq: CARL) (“Carlsmed” or the “Company”), a medical technology company pioneering AI-enabled personalized spine surgery solutions, today announced that on September 28, 2026, it granted stock options to purchase 180,137 shares of the Company’s common stock and 89,286 time-based restricted stock units (“RSUs”) to Richard Heppenstall, the Company’s newly-hired Chief Financial Officer, as a material inducement to his employment.

The Company further announced that on October 1, 2026, it granted stock options to purchase 132,464 shares of the Company’s common stock and 63,735 time-based RSUs to Anthony Jarc, the Company’s newly-hired Chief Product and AI Officer, as a material inducement to his employment.  

The stock options have a per share exercise price equal to the fair market value of the underlying shares on the respective date of grant and vest, subject to the respective employee’s continued service with the Company, over a four-year period (25% on the one-year anniversary of the applicable grant date and the remainder in 12 equal quarterly installments thereafter). The RSUs will vest in three equal annual installments beginning on the first anniversary of the applicable grant date, in each case subject to each respective employee’s continued service with the Company.

The stock options and RSUs were approved by the Company’s Compensation Committee, which is comprised solely of independent directors, and were granted outside the Company’s equity incentive plan as material inducements to employment in accordance with Nasdaq Listing Rule 5635(c)(4).

About Carlsmed, Inc.

Carlsmed is a medical technology company pioneering AI-enabled personalized spine surgery solutions with a mission to improve outcomes and decrease the cost of healthcare for spine surgery and beyond.

Forward Looking Statements

Any statements in this press release about future expectations, plans and prospects and other statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “likely,” “will,” “would,” “could,” “should,” “continue,” and similar expressions, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including such important factors as are set forth under the caption “Risk Factors” in Carlsmed’s Annual Report on Form 10-K on file with the U.S. Securities and Exchange Commission. The forward-looking statements included in this press release represent Carlsmed’s views as of the date of this press release. Carlsmed anticipates that subsequent events and developments will cause its views to change. However, while Carlsmed may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Carlsmed’s views as of any date subsequent to the date of this press release.

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Risks

  • Future stock price volatility could affect the perceived value of the inducement grants and incentivize executive decisions that may or may not align with shareholder interests.
  • As a medical technology company reliant on AI-enabled solutions, Carlsmed faces risks related to technological development, regulatory approvals, and competitive pressures in healthcare and technology sectors.
  • The forward-looking statements highlight general business risks, including market adoption of their products, execution of business plans, and macroeconomic conditions impacting healthcare spending.

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