Shoulder Innovations (SI) officer adds 1,041 ESPP shares

Rhea-AI Filing Summary

Shoulder Innovations, Inc. officer David Lawrence Blue reported buying common stock through the company’s 2025 Employee Stock Purchase Plan. On December 31, 2025, he acquired 1,041 shares of common stock at $12.16 per share, a price set at 85% of the closing price that day under the ESPP rules. After this transaction, he beneficially owned 139,372 shares, held directly. Blue serves as the company’s Chief Customer Experience Officer, and the filing notes that this is a voluntary report of the ESPP purchase.

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^*

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)
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	1,041	A	$12.16(2)	139,372	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

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:

Officer Title: Chief Customer Experience Officer

	/s/ Jeffrey Points, as Attorney-in-Fact	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 transaction did Shoulder Innovations (SI) report for David Lawrence Blue?

David Lawrence Blue reported acquiring 1,041 shares of Shoulder Innovations, Inc. common stock on December 31, 2025 in a purchase transaction.

At what price were the new Shoulder Innovations (SI) shares acquired?

The 1,041 shares were purchased at $12.16 per share under the company’s 2025 Employee Stock Purchase Plan.

How many Shoulder Innovations (SI) shares does David Lawrence Blue own after this transaction?

Following the reported purchase, David Lawrence Blue beneficially owned 139,372 shares of Shoulder Innovations, Inc. common stock, held directly.

Was this Shoulder Innovations (SI) insider purchase made under an employee stock purchase plan?

Yes. The filing explains that the shares were acquired under the issuer’s 2025 Employee Stock Purchase Plan ("ESPP"), with pricing based on the plan’s terms.

How is the ESPP purchase price determined for Shoulder Innovations (SI)?

The filing states that under the ESPP, shares were purchased at a price equal to 85% of the closing price of Shoulder Innovations’ common stock on December 31, 2025.

What is David Lawrence Blue’s role at Shoulder Innovations (SI)?

The remarks identify David Lawrence Blue as the company’s Chief Customer Experience Officer.