[Form 4] SHOULDER INNOVATIONS, INC. Insider Trading Activity

Rhea-AI Filing Summary

Shoulder Innovations, Inc. (SI) Form 4 shows insider David Lawrence Blue, identified as Chief Customer Experience Officer, reported transactions dated 09/12/2025. The filing records two non-derivative acquisitions and corresponding derivative option entries: 78,616 shares acquired at an effective price of $2.0988 and 15,778 shares acquired at $2.4804.

Following these transactions the reporting person beneficially owned 138,331 shares in total. The filing notes the first option is fully vested and exercisable and the second option vests partly (one-fourth on 04/19/2024) with the remainder vesting monthly through May 2033. The form was signed by an attorney-in-fact on 09/15/2025.

Positive

• Insider acquisition disclosed: 78,616 shares at $2.0988 and 15,778 shares at $2.4804 were acquired on 09/12/2025.
• Increased beneficial ownership: Reporting person now beneficially owns 138,331 shares following the transactions.
• Vesting and exercisability disclosed: One option is fully vested and exercisable; the other has a clear vesting schedule through May 2033.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider reported option exercises and share acquisitions increasing beneficial ownership to 138,331 shares; vesting schedules disclosed.

The filing documents insider activity consistent with option exercise or conversion (transaction code M) resulting in acquisition of 78,616 shares at $2.0988 and 15,778 shares at $2.4804. The disclosure that one option is fully vested and the other vests over time provides transparency on future alignment between the officer and shareholders. All material details about quantities, prices, and vesting timelines are provided directly in the form.

Securities Analyst

TL;DR: Transactions increased reported beneficial ownership; prices and exercisability are explicitly stated.

The report shows two sets of related transactions recorded as both derivative and non-derivative entries: underlying shares match the stock option amounts and reflect exercisable status and vesting cadence. The combined post-transaction holding is 138,331 shares. The form includes the reporting persons officer title and an attorney-in-fact signature date, supporting form validity.

SEC Form 4

FORM 4

UNITED 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
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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^*

Blue David Lawrence

(Last) (First) (Middle)

C/O SHOULDER INNOVATIONS, INC.

1535 STEELE AVENUE SW, SUITE B

(Street)

GRAND RAPIDS MI 49507

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SHOULDER INNOVATIONS, INC. [ SI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SEE REMARKS

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/12/2025		M		78,616	A	$2.0988	122,553	D
Common Stock	09/12/2025		M		15,778	A	$2.4804	138,331	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$2.0988	09/12/2025		M			78,616	(1)	12/16/2030	Common Stock	78,616	$0	0	D
Stock Option	$2.4804	09/12/2025		M			15,778	(2)	05/09/2033	Common Stock	15,778	$0	12,271	D

Explanation of Responses:

1. The stock option is fully vested and currently exercisable.

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.

Remarks:

Officer Title: Chief Customer Experience Officer

	/s/ Jeffrey Points, as Attorney-in-Fact	09/15/2025
	** Signature of Reporting Person	Date
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.

FAQ

What insider transactions did SI report on Form 4 dated 09/12/2025?

The filing reports acquisitions of 78,616 shares at $2.0988 and 15,778 shares at $2.4804, recorded on 09/12/2025.

How many SI shares does David Lawrence Blue beneficially own after the reported transactions?

The reporting person beneficially owned 138,331 shares following the reported transactions.

What is the officer title of the reporting person in the SI Form 4?

The filing lists the reporting persons officer title as Chief Customer Experience Officer.

Are any of the stock options described in the Form 4 exercisable now?

Yes. The filing states the first stock option is fully vested and currently exercisable.

What are the vesting details for the second option reported?

The second option vested one-fourth on 04/19/2024 and the remaining shares vest in 36 equal monthly increments ending in May 2033.