[8-K] SHOULDER INNOVATIONS, INC. Reports Material Event

Rhea-AI Filing Summary

Shoulder Innovations (SI) filed an 8‑K reporting its quarterly results disclosure. The company announced that it issued a press release with financial results for the quarter ended September 30, 2025 and hosted a conference call on November 11, 2025 to discuss those results and full‑year 2025 guidance.

The press release is furnished as Exhibit 99.1 and the call transcript as Exhibit 99.2. The materials are being furnished, not filed, under the Exchange Act and are not subject to Section 18 liabilities, nor incorporated by reference unless specifically referenced.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 8-K

___________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 11, 2025

___________________________________________

SHOULDER INNOVATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42771

27-0538764

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1535 Steele Avenue SW, Suite B Grand Rapids, Michigan

49507

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (616) 294-1026

Not Applicable

(Former name or former address, if changed since last report)

___________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock,$0.001 par value per share

SI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition.

On November 11, 2025, Shoulder Innovations, Inc. (the “Company”) issued a press release announcing financial results for the quarter ended September 30, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The Company also hosted a conference call on November 11, 2025 to discuss its financial results for the quarter ended September 30, 2025 and its full-year 2025 guidance. A transcript of the conference call is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits.

			(d)			Exhibits:
						99.1			Press Release of the Company, dated November 11, 2025.
						99.2			Transcript of Conference Call of the Company for the Quarter Ended September 30, 2025
						104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 12, 2025			SHOULDER INNOVATIONS, INC. (Registrant)
			/s/ Jeffrey Points
			Jeffrey Points
			Chief Financial Officer

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FAQ

What did Shoulder Innovations (SI) disclose in this 8-K?

The company furnished a press release with financial results for the quarter ended September 30, 2025 and a November 11, 2025 conference call transcript.

Which exhibits were included in Shoulder Innovations (SI) 8-K?

Exhibit 99.1 is the press release dated November 11, 2025, and Exhibit 99.2 is the conference call transcript for the quarter ended September 30, 2025.

Are the Q3 2025 materials considered filed for liability purposes?

No. The materials are furnished, not filed, and are not subject to Section 18 of the Exchange Act, unless specifically incorporated by reference.

Did Shoulder Innovations (SI) discuss guidance?

Yes. The November 11, 2025 conference call discussed the company’s full‑year 2025 guidance.

Is Shoulder Innovations (SI) an emerging growth company?

Yes. The filing indicates SI is an emerging growth company.

What exchange lists Shoulder Innovations (SI) common stock?

SI common stock is listed on the New York Stock Exchange.