Shoulder Innovations signs 10-year HQ lease

Shoulder Innovations, Inc. entered into a new long-term lease for a purpose-built corporate headquarters.

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Form Type

8-K

Rhea-AI Filing Summary

Shoulder Innovations, Inc. entered into a new long-term lease for a purpose-built corporate headquarters. The company agreed with Ventura Office Park Lot #8, LLC to have a roughly 15,200-square-foot office and warehouse building constructed in Byron Center, Michigan.

The lease runs for an initial 10-year term, with two additional five-year extension options and certain expansion rights. Estimated aggregate rent over the initial term is about $4.4 million. The company has paid a $33.0 thousand security deposit and a further $0.5 million down payment toward construction costs. Possession is expected around the fourth quarter of 2027, after a certificate of occupancy is issued and the landlord substantially completes its work.

Insights

Shoulder Innovations commits to a custom headquarters with moderate long-term lease obligations.

Shoulder Innovations, Inc. has locked in a 10-year lease for a 15,200-square-foot office and warehouse facility that will serve as its corporate headquarters. Aggregate rent over the initial term is about $4.4 million, indicating a meaningful but manageable operating commitment.

The company has already paid a $33.0 thousand security deposit and a $0.5 million construction down payment, tying some cash to this project ahead of occupancy. The lease includes two five-year extension options and expansion rights, which provide structural flexibility if the business grows.

Possession of the premises is expected on or around the fourth quarter of 2027, once a certificate of occupancy is issued and landlord work is substantially complete. Future disclosures in periodic reports can show how this new headquarters affects ongoing operating expenses and capital needs once the facility comes online.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Aggregate rent over initial term: $4.4 million Security deposit: $33.0 thousand Construction down payment: $0.5 million +4 more

7 metrics

Aggregate rent over initial term $4.4 million Estimated total rent for 10-year headquarters lease

Security deposit $33.0 thousand Paid to landlord under Lease Agreement

Construction down payment $0.5 million Down payment toward construction costs of premises

Building size 15,200 square feet Approximate size of new office and warehouse facility

Initial lease term 10 years Base term of Lease Agreement for headquarters

Extension options Two five-year options Potential additional lease terms beyond initial 10 years

Expected possession period Q4 2027 Company expects to take possession around this time

Key Terms

Lease Agreement, security deposit, certificate of occupancy, emerging growth company, +1 more

5 terms

Lease Agreement financial

"entered into a lease agreement (the “Lease Agreement”) with Ventura Office Park Lot #8, LLC"

security deposit financial

"The Company has paid the Landlord a security deposit of $33.0 thousand"

certificate of occupancy regulatory

"take possession of the Premises when the certificate of occupancy has been issued"

A certificate of occupancy is an official local government document that confirms a building or space meets safety, zoning and habitability rules for a specific use and can be legally occupied. For investors, it’s like a building’s “driver’s license”: without it a property can’t legally host tenants, generate rental income, be sold or refinanced easily, and may face fines or insurance and lender issues.

emerging growth company regulatory

"Emerging growth company x"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

extension options financial

"The Lease Agreement has an initial term of 10 years, with two five-year extension options"

Options that let one party lengthen the life of a financial instrument—such as a loan, bond, warrant or option—beyond its original end date. They matter to investors because extending the term can change when money is paid, when shares might be issued, and how risky or valuable the investment is; think of it like choosing to renew a lease, which shifts timing and obligations and can alter expected returns.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new lease did Shoulder Innovations (SI) enter into?

Shoulder Innovations entered a Lease Agreement for a new 15,200-square-foot office and warehouse building in Byron Center, Michigan, to serve as its corporate headquarters. The landlord will construct the facility specifically for the company under this long-term arrangement.

How long is the new headquarters lease for Shoulder Innovations (SI)?

The Lease Agreement has an initial term of 10 years, giving Shoulder Innovations long-term stability for its headquarters. It also includes two additional five-year extension options and certain expansion rights, allowing the company to remain or grow within the same location if needed.

What are the total expected rent payments under Shoulder Innovations’ (SI) lease?

The aggregate estimated rent payments over the initial 10-year term are approximately $4.4 million. This represents the company’s long-term occupancy cost commitment for the new headquarters facility, separate from the upfront security deposit and construction down payment obligations.

What upfront payments is Shoulder Innovations (SI) making for the new premises?

Shoulder Innovations has paid a $33.0 thousand security deposit and agreed to pay an additional $0.5 million as a down payment toward construction costs. These payments support development of the purpose-built facility ahead of occupancy and are in addition to ongoing rent obligations.

When does Shoulder Innovations (SI) expect to occupy its new headquarters?

The company expects to take possession of the premises on or around the fourth quarter of 2027. Occupancy depends on the certificate of occupancy being issued and the landlord substantially completing its work in accordance with the Lease Agreement’s terms and specifications.

Where will Shoulder Innovations’ (SI) new corporate headquarters be located?

The new headquarters will be at 6320 Venture Hills Boulevard, SW, Lot 8, Byron Center, Michigan 49315. The facility will combine office and warehouse space, consolidating key corporate and operational functions in a single, purpose-built location for the company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/14/2026 - 04:31 PM EDT

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): April 13, 2026

___________________________________________

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

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 1.01.			Entry into a Material Definitive Agreement.

On April 13, 2026, Shoulder Innovations, Inc. (the “Company”) entered into a lease agreement (the “Lease Agreement”) with Ventura Office Park Lot #8, LLC (the “Landlord”), whereby the Landlord has agreed to construct the Company a new commercial building of approximately 15,200 square feet located at 6320 Venture Hills Boulevard, SW, Lot 8, Byron Center, Michigan 49315 (the “Premises”). The Premises will contain both office and warehouse space, which the Company intends to use as its corporate headquarters. The Lease Agreement has an initial term of 10 years, with two five-year extension options and certain expansion rights. The aggregate estimated rent payments due over the initial term of the Lease Agreement is approximately $4.4 million. The Company has paid the Landlord a security deposit of $33.0 thousand, and has agreed to pay the Landlord an additional $0.5 million as a down payment for construction costs of the Premises. The Company has agreed to take possession of the Premises when the certificate of occupancy has been issued and the Landlord’s work has been substantially completed in accordance with the terms of the Lease Agreement, which is expected to be on or around the fourth quarter of 2027. The foregoing description of the Lease Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lease Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the three and six months ending June 30, 2026.

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: April 14, 2026			SHOULDER INNOVATIONS, INC. (Registrant)


			/s/ Jeffrey Points
			Jeffrey Points
			Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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Shoulder Innovations signs 10-year HQ lease

Rhea-AI Filing Summary