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CARLSMED, INC.

For the period ended Jun 3, 2026. Filed Apr 22, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 3, 2026 · Filed Apr 22, 2026

CARL$14.52-5.2%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

Carlsmed, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Carlsmed Stockholders:

You are cordially invited to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Carlsmed, Inc., which will be held at the offices of Morrison & Foerster LLP, located at 12531 High Bluff Drive, Suite 200, San Diego, CA 92130 on Wednesday, June 3, 2026, at 8:00 a.m., Pacific time. The matters expected to be acted upon at the Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

In accordance with U.S. Securities and Exchange Commission “notice and access” rules, we are using the internet as our primary means of furnishing proxy materials to our stockholders. Because we are using the internet, most stockholders will not receive paper copies of our proxy materials. We will instead send our stockholders a notice with instructions for accessing the proxy materials and voting via the internet or by telephone. This notice also provides information on how our stockholders may obtain paper or e-mail copies of our proxy materials if they so choose. We believe the use of the internet makes the proxy distribution process more efficient and less costly and helps in conserving natural resources.

The proxy statement, the Notice of Annual Meeting of Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available at www.proxyvote.com and may also be accessed through our website at www.carlsmed.com under the “SEC Filings” section of the “Investors” page. If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy.

Your vote is important. Please cast your vote as soon as possible over the internet, by telephone, or by completing and returning a proxy or voting instruction card to ensure that your shares are represented. Your vote by proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend the Annual Meeting. Casting your vote by proxy does not deprive you of your right to attend the Annual Meeting and vote your shares.

On behalf of our board of directors and our employees, we thank you for your continued interest in and support of our company. We look forward to your attendance at the Annual Meeting on June 3, 2026.

Sincerely,

/s/ Michael Cordonnier

Michael Cordonnier

Chief Executive Officer, President and Chairman of the Board

CARLSMED, INC.

Carlsbad, California 92008

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 3, 2026

NOTICE IS HEREBY GIVEN that the 2026 annual meeting of stockholders (the “Annual Meeting”) of Carlsmed, Inc. (the “Company”) will be held at the offices of Morrison & Foerster LLP, located at 12531 High Bluff Drive, Suite 200, San Diego, CA 92130 on Wednesday, June 3, 2026, at 8:00 a.m., Pacific time, for the following purposes:

To elect two directors to serve as Class I directors for a three-year term to expire at the 2029 annual meeting of stockholders;

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

To transact such other business as may be properly brought before the Annual Meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference. Our board of directors has fixed the close of business on April 8, 2026 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof (the “Record Date”). Accordingly, only stockholders of record at the close of business on April 8, 2026, are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the Annual Meeting.

On or about April 22, 2026, we expect to mail to our stockholders entitled to notice of and to vote at the Annual Meeting a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials. The Notice provides instructions on how to vote via the internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail.

Your vote is important. Whether or not you expect to attend the Annual Meeting, we encourage you to read the proxy statement accompanying this notice and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the section entitled “General Information About the Annual Meeting and Voting” beginning on page 1 of the proxy statement accompanying this notice, or provided in the Notice of Internet Availability of Proxy Materials. If you plan to attend our Annual Meeting and wish to vote your shares at the meeting, you may do so at any time before the proxy is voted.

All stockholders are cordially invited to attend the meeting.

By Order of the Board of Directors,

/s/ Michael Cordonnier

Michael Cordonnier

Chief Executive Officer, President and Chairman of the Board

Carlsbad, California

April 22, 2026

The Notice of Internet Availability of Proxy Materials, which contains instructions on how to access our proxy statement, notice of annual meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), is first being sent or given on or about April 22, 2026 to all stockholders entitled to vote at the Annual Meeting. The proxy materials and our 2025 Annual Report can be accessed as of April 22, 2026 by visiting proxyvote.com.

TABLE OF CONTENTS

Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT1
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING1
PROPOSAL NO. 1 ELECTION OF CLASS I DIRECTORS6
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM7
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE9
DIRECTOR COMPENSATION17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT19
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES21
EXECUTIVE COMPENSATION23
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS29
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS30
STOCKHOLDER PROPOSALS32
STOCKHOLDERS SHARING THE SAME ADDRESS33
OTHER MATTERS34

(i)

Carlsbad, California 92008

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.