Form 4: B Capital Entities Consolidate Carlmed Stake Post-IPO with Conversions and New Purchase

B Capital Group Management and its affiliated funds significantly increased their beneficial ownership in Carlmed, Inc. to over 8.3 million common shares following automatic conversions of preferred stock and a direct purchase at the company's initial public offering.

Summary

• B Capital Group Management, L.P., along with its affiliated entities B Capital Global Growth III, L.P., B Capital Healthcare I, L.P., and Hornet Co-Invest, L.P., reported changes in beneficial ownership of Carlmed, Inc. common stock.
• On July 24, 2025, B Capital Global Growth III, L.P. acquired 3,680,506 shares of common stock through the automatic conversion of preferred stock.
• On the same date, B Capital Global Growth III, L.P. also purchased 1,333,333 shares of common stock at a price of $15 per share.
• B Capital Healthcare I, L.P. acquired 2,376,472 shares of common stock through the automatic conversion of preferred stock on July 24, 2025.
• Hornet Co-Invest, L.P. acquired 931,452 shares of common stock through the automatic conversion of preferred stock on July 24, 2025.
• All Series A, B, and C Preferred Stock automatically converted into common stock immediately prior to the closing of Carlmed, Inc.'s initial public offering without additional consideration.
• Following these transactions, B Capital Global Growth III, L.P. beneficially owns 5,013,839 shares of common stock.
• B Capital Healthcare I, L.P. beneficially owns 2,376,472 shares of common stock.
• Hornet Co-Invest, L.P. beneficially owns 931,452 shares of common stock.
• Collectively, the B Capital entities reported a total beneficial ownership of 8,321,763 shares of Carlmed, Inc. common stock.

Sentiment

Score: 8

Explanation: The filing indicates strong confidence from a major institutional investor (B Capital) in Carlmed, Inc. post-IPO. The significant increase in beneficial ownership, including a direct purchase of common stock, signals positive alignment with public shareholders and belief in the company's future prospects.

Positives

• Significant increase in beneficial ownership by a major institutional investor (B Capital) post-IPO, indicating strong confidence in Carlmed, Inc.'s future.
• The direct purchase of 1,333,333 common shares at $15 per share by B Capital Global Growth III, L.P. demonstrates a financial commitment beyond just conversions.
• Conversion of preferred stock into common stock simplifies the company's capital structure, which is generally viewed favorably by public market investors.

Future Outlook

This filing does not contain forward-looking statements or guidance, as it is a report of past transactions related to beneficial ownership changes.

Industry Context

Carlmed, Inc. has recently completed its Initial Public Offering (IPO), and this filing reflects the post-IPO ownership structure for a significant institutional investor, B Capital, which specializes in growth-stage companies, including those in healthcare. The conversion of preferred stock and a direct purchase are typical activities for pre-IPO investors transitioning to public market ownership.

Related Party Transactions

• The reported transactions involve B Capital Group Management, L.P. and its affiliated funds, which are identified as a Director and 10% Owner of Carlmed, Inc., making these related-party transactions.

Stakeholder Impact

• Shareholders: Increased alignment with a major institutional investor, potentially signaling long-term commitment and confidence in the company's value.
• Company Management: Validation of the IPO and strategic direction through continued investment from a significant pre-IPO backer.

Key Dates

Recommendation

The substantial increase in beneficial ownership by B Capital entities, including a direct purchase of common stock at the IPO price, demonstrates strong conviction from a sophisticated institutional investor and 10% owner. This insider buying and conversion activity post-IPO suggests a positive outlook and alignment of interests, making the stock an attractive consideration for investment.

Keywords

Carlmed, CARL, B Capital, Form 4, Insider Ownership, Beneficial Ownership, IPO, Preferred Stock Conversion, Equity Purchase, Institutional Investor