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

Rhea-AI Filing Summary

Jeffrey S. Points, Chief Financial Officer of Shoulder Innovations, Inc. (SI), reported multiple transactions in September 2025. On 09/11/2025 he was reported as acquiring 13,264 shares (transaction code M) at a price of $2.4804 and a stock option covering 13,264 underlying shares with the same $2.4804 exercise price expiring 11/16/2033. On 09/12/2025 he acquired an additional 1,600 shares at $15.67. After these transactions he beneficially owned 52,445 shares directly and had 50 shares indirectly held by his son. The option vests in 31 equal monthly increments starting March 31, 2025.

Positive

• Insider purchases: CFO acquired 13,264 shares on 09/11/2025 at $2.4804 and 1,600 shares on 09/12/2025 at $15.67.
• Option grant with clear vesting: Stock option for 13,264 shares exercisable at $2.4804 expiring 11/16/2033, vesting in 31 equal monthly increments beginning 03/31/2025.
• Timely disclosure: Form 4 filed and signed 09/15/2025, showing compliance with Section 16 reporting requirements.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider purchases totaling 14,864 shares/equivalents signal direct CFO accumulation at modest prices.

The filing shows the CFO added a total of 14,864 non-derivative shares or equivalents across 9/11/2025 and 9/12/2025: 13,264 acquired under code M at $2.4804 and 1,600 under code P at $15.67. A stock option for 13,264 shares with a $2.4804 exercise price and 11/16/2033 expiration was also reported, with vesting in 31 monthly increments beginning March 31, 2025. For investors, insider purchases by a senior officer are typically viewed as a positive signal, though the absolute size relative to company outstanding shares is not provided in this filing.

Corporate Governance Expert

TL;DR: Transactions appear routine and properly disclosed; vesting schedule is explicit and standard.

The report documents timely Section 16 disclosure by the CFO and includes an explicit vesting schedule for the option (31 equal monthly increments). The filing indicates direct ownership increases and a small indirect holding by a family member. There is no indication of related-party issues or undisclosed arrangements in the text provided.

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
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^*

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)
09/11/2025

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	09/11/2025		M		13,264	A	$2.4804	50,845	D
Common Stock	09/12/2025		P		1,600	A	$15.67	52,445	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
Stock Option	$2.4804	09/11/2025		M			13,264	(1)	11/16/2033	Common Stock	13,264	$0	55,267	D

Explanation of Responses:

1. The stock option vests in 31 equal increments on the last day of each calendar month beginning on March 31, 2025.

	/s/ Jeffrey Points	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 transactions did SI CFO Jeffrey S. Points report on Form 4?

The CFO reported acquiring 13,264 shares on 09/11/2025 at $2.4804, an option for 13,264 underlying shares (same $2.4804 exercise price) and acquiring 1,600 shares on 09/12/2025 at $15.67.

How many shares does Jeffrey Points beneficially own after these transactions?

The filing shows he beneficially owned 52,445 shares directly after the reported transactions and an additional 50 shares indirectly via his son.

What are the terms of the reported stock option?

The option covers 13,264 shares with an exercise price of $2.4804, exercisable per the vesting schedule and expiring on 11/16/2033. Vesting occurs in 31 equal monthly increments starting 03/31/2025.

When was the Form 4 signed and filed?

The Form 4 bears the signature of Jeffrey Points dated 09/15/2025.

Does the Form 4 disclose any indirect holdings?

Yes, the filing reports 50 shares as indirectly beneficially owned by the reporting person through his son.