Shoulder Innovations (SI) CFO buys 1,076 ESPP shares, now holds 55,521 directly

Rhea-AI Filing Summary

Shoulder Innovations, Inc. Chief Financial Officer Jeffrey S. Points reported acquiring common stock through the company’s 2025 Employee Stock Purchase Plan. On December 31, 2025, he acquired 1,076 shares of common stock at a purchase price of $12.16 per share, which the plan set at 85% of the closing price of the stock on that date. Following this transaction, he beneficially owned 55,521 common shares directly, and an additional 50 shares indirectly held by his son.

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

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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^*

Points Jeffrey S.

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		A(1)	V	1,076	A	$12.16(2)	55,521	D
Common Stock								50	I	By son

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

Explanation of Responses:

1. The Reporting Person is voluntarily reporting the acquisition of shares under the Issuer's 2025 Employee Stock Purchase Plan ("ESPP") .

2. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's common stock on December 31, 2025.

Remarks:

	/s/ Jeffrey S. Points	01/08/2026
	** 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 activity did Shoulder Innovations (SI) disclose in this Form 4?

The filing shows Chief Financial Officer Jeffrey S. Points acquired 1,076 shares of common stock on December 31, 2025 under the company’s 2025 Employee Stock Purchase Plan.

At what price did the Shoulder Innovations (SI) CFO acquire shares?

The 1,076 common shares were acquired at $12.16 per share, which the plan specifies as 85% of the closing price of Shoulder Innovations’ common stock on December 31, 2025.

How many Shoulder Innovations (SI) shares does the CFO own after this transaction?

After the reported transaction, Jeffrey S. Points beneficially owned 55,521 common shares directly and 50 common shares indirectly that are held by his son.

What is the source of the newly acquired Shoulder Innovations (SI) shares?

The newly acquired 1,076 common shares were purchased through Shoulder Innovations’ 2025 Employee Stock Purchase Plan (ESPP), as voluntarily reported by the CFO.

Does the Form 4 indicate any sales of Shoulder Innovations (SI) stock by the CFO?

No sales are reported in this Form 4. It only discloses an acquisition of 1,076 common shares under the 2025 ESPP and the resulting beneficial ownership totals.

How are the indirectly held Shoulder Innovations (SI) shares reported?

The filing reports 50 common shares as indirectly owned by Jeffrey S. Points, with the nature of ownership described as “By son”.