Inspire Medical Systems Director Michael Carrel Receives 5,631 Restricted Stock Units

Director Equity Compensation at Inspire Medical Systems

Michael H. Carrel, who serves as a director of Inspire Medical Systems, received 5,631 restricted stock units as compensation for his board service. The transaction occurred on July 20, 2026, and was reported in a regulatory disclosure filed on July 27, 2026. Each RSU represents a contingent right to receive one share of Inspire Medical Systems common stock upon vesting. The award carries no acquisition price, consistent with standard equity-based director compensation arrangements common in publicly traded medical device companies.

Restricted stock units serve as an incentive mechanism to align director interests with long-term shareholder value creation. By tying vesting to continued board service, companies encourage director retention and sustained engagement. The three-year vesting schedule for Carrel's award is a typical structure used across the healthcare and medical device sectors to foster ongoing board participation and governance commitment.

Vesting Schedule and Continued Board Service Requirements

The filing specifies that Carrel's 5,631 RSUs will vest in three equal annual installments on the first three anniversaries of the grant date, subject to the director's continued service on Inspire Medical Systems' board of directors through each vesting date. This structure means approximately 1,877 RSUs will vest on each anniversary, provided Carrel remains in his board position. The vesting contingency creates an ongoing incentive for director retention and active participation in company governance matters.

The continuation-of-service requirement is a standard mechanism that protects companies from unexpected director departures and ensures governance stability. If Carrel were to leave the board before a vesting date, the unvested portion of the RSUs would not vest according to the grant terms. This approach aligns director compensation with company stability and long-term oversight objectives.

Beneficial Ownership Position Following the Grant

Following the acquisition of the 5,631 RSUs, Carrel's beneficial ownership in Inspire Medical Systems totals 5,631 shares held in direct form. The disclosure indicates that this represents his direct beneficial ownership position after the reported transaction. As a director of the company, Carrel is subject to Section 16 reporting obligations under the Securities Exchange Act of 1934, requiring disclosure of changes in his beneficial ownership within two business days of the transaction.

Direct ownership, as opposed to indirect ownership through trusts or other entities, simplifies governance reporting and demonstrates straightforward personal investment in the company's equity. The beneficial ownership figure disclosed reflects Carrel's stake in Inspire Medical Systems as of the filing date and provides transparency to investors regarding insider holdings and potential alignment with shareholder interests.

Inspire Medical Systems Director Compensation Framework

Inspire Medical Systems compensates board members through a combination of cash retainers and equity awards. Equity compensation, such as the RSU grant to Carrel, is designed to link director compensation with stock performance and shareholder returns over multi-year periods. This approach is consistent with corporate governance best practices and helps ensure that directors have meaningful financial incentives aligned with long-term shareholder value creation.

The use of restricted stock units as director compensation has become standard practice among publicly traded medical device and healthcare companies. RSUs provide directors with exposure to equity appreciation while the vesting schedule ensures sustained board participation. The absence of an acquisition price reflects the nature of compensation awards, distinguishing them from director stock purchases made in open market transactions.

Regulatory Filing and Reporting Obligations

The disclosure of Carrel's equity award was made through a Form 4 filing with the Securities and Exchange Commission, as required by Section 16(a) of the Securities Exchange Act of 1934. Form 4 filings report changes in beneficial ownership by company insiders, including directors, officers, and significant shareholders. The timely disclosure of these transactions is fundamental to securities market transparency and allows investors to track insider equity positions and compensation arrangements.

Bryan Phillips, serving as attorney-in-fact for Carrel, signed the filing on July 27, 2026, two business days after the transaction date of July 20, 2026. The use of an attorney-in-fact to execute the filing is a permissible practice that allows designated representatives to handle regulatory paperwork on behalf of company insiders. This procedural approach is commonly used to streamline insider reporting across multiple transactions or when executives and directors delegate administrative responsibilities.

Medical Device Industry Context and Director Role

Inspire Medical Systems develops and commercializes implantable medical devices for sleep apnea treatment. As a director-level position at a publicly traded medical device company, Carrel's role involves oversight of company strategy, governance, financial performance, and regulatory compliance. Board members at medical device companies face particular responsibility due to the regulatory nature of the industry and the impact of clinical outcomes on business performance and shareholder value.

Director compensation in the medical device sector reflects the complexity and responsibility of board service, including oversight of product development, clinical trial data, regulatory submissions to the FDA, and reimbursement negotiations. Equity awards incentivize directors to remain engaged with long-term strategic priorities and to focus on sustained innovation and market positioning rather than short-term financial metrics alone.

Transaction Details and Ownership Tracking

The transaction recorded on July 20, 2026 represents an acquisition (denoted as code "A" in the filing) of 5,631 shares of common stock in the form of restricted stock units. The acquisition code distinguishes this transaction from a disposal or other modification of ownership. The filing's transaction code system allows regulatory authorities and investors to quickly categorize and analyze changes in insider holdings across thousands of public companies and filing submissions.

The amount of securities beneficially owned following the transaction shows Carrel's total direct holding at 5,631 shares. This figure represents only the shares acquired through the RSU grant and does not necessarily reflect any other equity positions Carrel may hold indirectly through entities such as family trusts, retirement accounts, or holding companies, unless separately disclosed in the filing or in prior Form 4 submissions.

Investor Considerations and Transparency

The disclosure of director equity compensation provides investors with insight into how Inspire Medical Systems compensates its board members and the extent to which directors maintain financial stakes in the company. Insider equity holdings can indicate management confidence in the company's prospects and strategic direction. Investors often view significant director and officer shareholdings as a positive signal of alignment with shareholder interests, although the absence of substantial holdings does not necessarily indicate governance concerns.

The vesting contingency and three-year schedule disclosed in the filing allow investors to assess the near-term potential dilution from equity awards and to evaluate whether compensation arrangements are reasonable relative to company size, financial performance, and peer group norms. Transparent disclosure of these terms supports informed investor decision-making and enables stakeholders to evaluate executive and director compensation governance at Inspire Medical Systems.