STOCK TITAN

COO at Shoulder Innovations (SI) exercises 21,664 stock options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Shoulder Innovations, Inc. Chief Operating Officer Matthew Fraser Ahearn exercised stock options to acquire a total of 21,664 shares of common stock on April 20, 2026, at exercise prices of $2.8620 and $2.4804 per share. Following these exercises, he directly holds 286,765 common shares. No open-market sales were reported in this filing.

Positive

  • None.

Negative

  • None.
Insider Ahearn Matthew Fraser
Role Chief Operating Officer
Type Security Shares Price Value
Exercise Stock Option 7,421 $0.00 --
Exercise Stock Option 14,243 $0.00 --
Exercise Common Stock 7,421 $2.4804 $18K
Exercise Common Stock 14,243 $2.862 $41K
Holdings After Transaction: Stock Option — 8,864 shares (Direct, null); Common Stock — 272,522 shares (Direct, null)
Footnotes (1)
  1. Includes the following shares received without consideration as in-kind distributions: (i) 39,404 shares from Genesis Investment Holdings; (ii) 1,572 shares from cultivate(MD) Capital Accelerator Fund, L.P.; (iii) 4,400 shares from Cultivate MD Capital Fund I, LLC; and (iv) 3,869 shares from Cultivate MD Capital Fund II, LP. In prior reports, the reporting person reported beneficial ownership of 215,856 shares of Shoulder Innovations common stock held directly. The stock option vested as to one-fourth of the underlying shares on April 19, 2024, and the remaining shares vest in 36 equal increments on the last day of each calendar month thereafter. The stock option vested as to one-fourth of the underlying shares on April 1, 2026, and the remaining shares vest in 12 equal increments on the last day of each fiscal quarter beginning on June 30, 2026.
Options exercised 21,664 shares Total common shares acquired via option exercises on April 20, 2026
Exercise price 1 $2.8620 per share Stock option converted into 14,243 common shares
Exercise price 2 $2.4804 per share Stock option converted into 7,421 common shares
Common shares held 286,765 shares Directly owned common stock after reported transactions
Remaining option grant 1 42,731 options Stock option position after 14,243-share exercise; expires April 23, 2035
Remaining option grant 2 8,864 options Stock option position after 7,421-share exercise; expires May 9, 2033
Prior direct ownership 215,856 shares Previously reported direct beneficial ownership referenced in footnote
Stock Option financial
"The stock option vested as to one-fourth of the underlying shares on April 19, 2024"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
in-kind distributions financial
"Includes the following shares received without consideration as in-kind distributions"
beneficial ownership financial
"the reporting person reported beneficial ownership of 215,856 shares of Shoulder Innovations common stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
underlying shares financial
"one-fourth of the underlying shares on April 19, 2024"
vest financial
"the remaining shares vest in 36 equal increments on the last day of each calendar month"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ahearn Matthew Fraser

(Last)(First)(Middle)
C/O SHOULDER INNOVATIONS, INC.
1535 STEELE AVENUE SW, SUITE B

(Street)
GRAND RAPIDS MICHIGAN 49507

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
SHOULDER INNOVATIONS, INC. [ SI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/20/2026M7,421A$2.4804272,522(1)D
Common Stock04/20/2026M14,243A$2.862286,765D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option$2.480404/20/2026M7,421 (2)05/09/2033Common Stock7,421$08,864D
Stock Option$2.86204/20/2026M14,243 (3)04/23/2035Common Stock14,243$042,731D
Explanation of Responses:
1. Includes the following shares received without consideration as in-kind distributions: (i) 39,404 shares from Genesis Investment Holdings; (ii) 1,572 shares from cultivate(MD) Capital Accelerator Fund, L.P.; (iii) 4,400 shares from Cultivate MD Capital Fund I, LLC; and (iv) 3,869 shares from Cultivate MD Capital Fund II, LP. In prior reports, the reporting person reported beneficial ownership of 215,856 shares of Shoulder Innovations common stock held directly.
2. The stock option vested as to one-fourth of the underlying shares on April 19, 2024, and the remaining shares vest in 36 equal increments on the last day of each calendar month thereafter.
3. The stock option vested as to one-fourth of the underlying shares on April 1, 2026, and the remaining shares vest in 12 equal increments on the last day of each fiscal quarter beginning on June 30, 2026.
Remarks:
/s/ Jeffrey Points, as Attorney-in-Fact04/21/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did SI’s COO report on this Form 4?

SI’s Chief Operating Officer, Matthew Fraser Ahearn, reported exercising stock options to acquire 21,664 shares of common stock. These option exercises increased his directly held shares without any reported open-market sales in this filing.

How many Shoulder Innovations (SI) shares does the COO hold after the transactions?

After the reported option exercises, the COO directly holds 286,765 shares of Shoulder Innovations common stock. This reflects his updated ownership position following the conversion of stock options into common shares on April 20, 2026.

At what prices did the SI COO exercise his stock options?

The COO exercised two tranches of stock options into common stock at exercise prices of $2.8620 and $2.4804 per share. These prices reflect the conversion terms of the derivative securities into Shoulder Innovations common stock.

Were any Shoulder Innovations (SI) shares sold in this Form 4 filing?

No sales were reported in this Form 4. All listed transactions are coded “M,” indicating exercises or conversions of stock options into common stock, with no corresponding open-market sale transactions disclosed in the filing.

What do the footnotes reveal about prior SI share distributions to the COO?

Footnotes state the COO previously received in-kind distributions totaling several thousand SI shares from entities such as Genesis Investment Holdings and cultivate(MD) funds, and that earlier reports showed direct beneficial ownership of 215,856 SI common shares.

How do the SI COO’s stock options vest according to the Form 4 footnotes?

One stock option grant vested one-fourth of its shares on April 19, 2024, with the rest vesting monthly. Another vested one-fourth on April 1, 2026, with the remaining shares vesting in 12 equal increments each fiscal quarter starting June 30, 2026.