88,450-share option granted to Shoulder Innovations (SI) COO

Rhea-AI Filing Summary

Shoulder Innovations, Inc. disclosed a new stock option grant to Chief Operating Officer and director Matthew Fraser Ahearn. On January 30, 2026, he received an option covering 88,450 shares of common stock at an exercise price of $14.16 per share.

According to the vesting terms, the option vests in four equal annual installments. One-fourth of the underlying shares will vest on March 1 each year, beginning on March 1, 2027, aligning the award with multi-year executive retention and performance incentives.

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

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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^*

Ahearn Matthew Fraser

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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

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	$14.16	01/30/2026		A		88,450		(1)	01/30/2033	Common Stock	88,450	$0	88,450	D

Explanation of Responses:

1. The stock option vests as to one-fourth of the underlying shares on March 1st each year, beginning on March 1, 2027.

Remarks:

	/s/ Jeffrey Points, as Attorney-in-Fact	02/03/2026
	** 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).
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FAQ

What insider transaction did Shoulder Innovations (SI) report for its COO?

Shoulder Innovations reported a stock option grant to Chief Operating Officer and director Matthew Fraser Ahearn. The award covers 88,450 shares of common stock, providing him the right to buy those shares at a fixed exercise price of $14.16 per share.

How many shares are covered by the new stock option at Shoulder Innovations (SI)?

The new stock option covers 88,450 shares of Shoulder Innovations common stock. This derivative position represents the total number of shares Ahearn may purchase if the option fully vests and is exercised under the terms of the grant.

What is the exercise price of the COO stock option at Shoulder Innovations (SI)?

The stock option granted to the COO has an exercise price of $14.16 per share. This means Ahearn can purchase each underlying common share at $14.16 if and when the option becomes vested and he chooses to exercise it.

When does the newly granted stock option at Shoulder Innovations (SI) start vesting?

The option begins vesting on March 1, 2027. One-fourth of the underlying shares will vest on March 1 each year, starting in 2027, creating a four-year vesting schedule designed to support long-term executive commitment.

How is the COO’s stock option vesting schedule structured at Shoulder Innovations (SI)?

The vesting schedule divides the option into four equal annual installments. One-fourth of the 88,450 underlying shares vests on March 1 each year, beginning March 1, 2027, so full vesting occurs over a four-year period.

Is the COO’s new stock option at Shoulder Innovations (SI) held directly or indirectly?

The Form 4 reports that the 88,450 stock options are held with direct ownership. Direct ownership indicates the options are attributed to Ahearn himself rather than to a separate trust, partnership, or other indirect holding entity.