Inspire Medical Systems Director Michael H. Carrel Awarded 5,631 Restricted Stock Units on July 20, 2026

Overview of Director Equity Compensation at Inspire Medical Systems

Michael H. Carrel, serving on Inspire Medical Systems’ board, was awarded 5,631 RSUs as compensation for his director role. The transaction took place on July 20, 2026, and was publicly disclosed on July 27, 2026. Each RSU entitles Carrel to receive one share of Inspire Medical Systems common stock upon vesting, with no acquisition cost, consistent with standard equity compensation for directors in publicly traded medical device companies.

Restricted stock units incentivize directors by aligning their interests with long-term shareholder value. The vesting conditions tied to continued board service encourage retention and active participation. The three-year vesting schedule reflects common practice in healthcare and medical device sectors to promote sustained governance involvement.

Vesting Terms and Service Requirements

The regulatory filing details that Carrel’s 5,631 RSUs will vest in three equal annual portions on each anniversary of the grant date, contingent on his continued board membership. Approximately 1,877 RSUs will vest annually if Carrel remains a director. This vesting condition serves as an incentive for ongoing board engagement.

The service requirement protects Inspire Medical Systems from premature director departures, ensuring governance continuity. If Carrel leaves the board before a vesting date, the unvested RSUs will be forfeited, aligning compensation with long-term oversight responsibilities.

Beneficial Ownership Following the RSU Grant

After receiving the 5,631 RSUs, Carrel’s direct beneficial ownership in Inspire Medical Systems stands at 5,631 shares. The disclosure confirms this as his direct ownership post-transaction. As a company director, Carrel complies with Section 16 reporting under the Securities Exchange Act of 1934, which mandates disclosure of ownership changes within two business days.

Direct ownership simplifies governance reporting and demonstrates Carrel’s personal investment in the company’s equity. This transparency provides investors with insight into insider holdings and alignment with shareholder interests as of the filing date.

Inspire Medical Systems’ Director Compensation Structure

Inspire Medical Systems compensates its board members through a mix of cash retainers and equity awards. The RSU grant to Carrel is designed to align director pay with stock performance and shareholder returns over multiple years. This approach follows corporate governance best practices, ensuring directors have financial incentives tied to long-term value creation.

Restricted stock units are a standard form of director compensation in publicly traded medical device and healthcare companies. RSUs provide exposure to equity appreciation while encouraging sustained board participation through vesting schedules. The absence of an acquisition price distinguishes these awards from open market stock purchases.

Regulatory Disclosure and Reporting Compliance

Carrel’s equity award was disclosed via a Form 4 filing with the Securities and Exchange Commission, fulfilling Section 16(a) requirements of the Securities Exchange Act of 1934. Form 4 filings report insider beneficial ownership changes, enhancing market transparency and enabling investors to monitor insider equity positions and compensation.

The filing was signed by Bryan Phillips as attorney-in-fact for Carrel on July 27, 2026, two business days after the RSU grant date. Utilizing an attorney-in-fact to submit filings is a common practice that facilitates timely regulatory compliance on behalf of company insiders.

Context Within the Medical Device Industry and Director Responsibilities

Inspire Medical Systems specializes in implantable devices for sleep apnea treatment. As a director, Carrel oversees company strategy, governance, financial results, and regulatory compliance. Board members in the medical device sector bear significant responsibilities due to regulatory scrutiny and the impact of clinical outcomes on business and shareholder value.

Director compensation reflects these responsibilities, including oversight of product development, clinical trials, FDA submissions, and reimbursement strategies. Equity awards motivate directors to focus on long-term innovation and market positioning rather than short-term financial results.

Transaction Specifics and Ownership Details

The July 20, 2026 transaction, coded "A" in the filing, represents the acquisition of 5,631 RSUs, each convertible into one share of common stock. This code differentiates acquisitions from disposals or other ownership changes, aiding regulatory and investor analysis.

Carrel’s total direct beneficial ownership post-transaction is 5,631 shares. This figure reflects only the shares acquired through the RSU grant and does not account for any indirect holdings through trusts or other entities unless separately disclosed.

Investor Insights and Transparency Benefits

Disclosure of director equity compensation offers investors valuable insight into Inspire Medical Systems’ board remuneration and insider stakes. Significant insider holdings often signal management confidence and alignment with shareholder interests, although low holdings do not necessarily indicate governance issues.

The vesting schedule and service conditions disclosed help investors evaluate potential dilution and the appropriateness of compensation relative to company size, performance, and industry peers. Transparent reporting supports informed investment decisions and oversight of executive and director compensation governance at Inspire Medical Systems.