Board member at Shoulder Innovations (SI) receives 5,046 RSUs grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Shoulder Innovations director Andrew Hykes received an equity award in the form of restricted stock units (RSUs). The filing reports a grant of 5,046 RSUs of Common Stock at no cash cost, increasing his directly held shares to 6,769 following the award.

The RSUs will vest on the earlier of the 2027 annual stockholders meeting or June 26, 2027, and each RSU converts into one share of Common Stock. Hykes has elected to defer receipt of the shares until his departure from the Board of Directors. His reported holdings include 1,723 shares received as an in-kind distribution from Gilmartin Capital Fund I, LP, which were previously not reported as beneficially owned.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hykes Andrew

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,046	$0.00	--

Holdings After Transaction: Common Stock — 6,769 shares (Direct, null)

Footnotes (1)

Represents an award of restricted stock units ("RSUs"). The RSUs will vest on the earlier of the date of the annual meeting of stockholders to be held in 2027 or June 26, 2027. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and has no expiration date. The Reporting Person voluntarily elected to defer receipt of the Common Stock issuable upon settlement of the RSUs until the Reporting Person's departure from the Board of Directors. Includes 1,723 shares received without consideration as an in-kind distribution from Gilmartin Capital Fund I, LP. In prior reports, the Reporting Person reported no beneficial ownership of Shoulder Innovations Common Stock.

Key Figures

RSUs granted: 5,046 RSUs Price per RSU: $0.0000 per share Shares after transaction: 6,769 shares +2 more

5 metrics

RSUs granted 5,046 RSUs Award of restricted stock units on June 26, 2026

Price per RSU $0.0000 per share Equity compensation grant, no cash paid

Shares after transaction 6,769 shares Total beneficial ownership following RSU award

In-kind distribution 1,723 shares Received from Gilmartin Capital Fund I, LP without consideration

Vesting date Earlier of 2027 annual meeting or June 26, 2027 RSU vesting condition

Key Terms

restricted stock units ("RSUs"), in-kind distribution, beneficial ownership, Board of Directors

4 terms

restricted stock units ("RSUs") financial

"Represents an award of restricted stock units ("RSUs"). The RSUs will vest on the earlier of the date of the annual meeting..."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

in-kind distribution financial

"Includes 1,723 shares received without consideration as an in-kind distribution from Gilmartin Capital Fund I, LP."

beneficial ownership financial

"In prior reports, the Reporting Person reported no beneficial ownership of Shoulder Innovations Common Stock."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Board of Directors financial

"until the Reporting Person's departure from the Board of Directors."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 05:07 PM Accepted by SEC EDGAR 06/29/2026 - 05:07 PM

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^*

Hykes Andrew

(Last)

(First)

(Middle)

C/O SHOULDER INNOVATIONS, INC.

1535 STEELE AVENUE SW, SUITE B

(Street)

GRAND RAPIDS

MICHIGAN

49507

(City)

(State)

(Zip)

UNITED STATES

(Country)

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
	Officer (give title below)	Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/26/2026		A		5,046⁽¹⁾	A	$0	6,769⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents an award of restricted stock units ("RSUs"). The RSUs will vest on the earlier of the date of the annual meeting of stockholders to be held in 2027 or June 26, 2027. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and has no expiration date. The Reporting Person voluntarily elected to defer receipt of the Common Stock issuable upon settlement of the RSUs until the Reporting Person's departure from the Board of Directors.

2. Includes 1,723 shares received without consideration as an in-kind distribution from Gilmartin Capital Fund I, LP. In prior reports, the Reporting Person reported no beneficial ownership of Shoulder Innovations Common Stock.

Remarks:

	/s/ Jeffrey Points, as Attorney-in-Fact	06/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did director Andrew Hykes acquire in the latest Form 4 for SI?

Director Andrew Hykes received a grant of 5,046 restricted stock units (RSUs) of Shoulder Innovations common stock. The RSUs were awarded at no cash cost and are a form of equity compensation rather than an open-market share purchase.

When do Andrew Hykes’ 5,046 RSUs in Shoulder Innovations (SI) vest?

The 5,046 RSUs granted to Andrew Hykes vest on the earlier of the 2027 annual meeting of stockholders or June 26, 2027. Once vested, each RSU converts into one share of Shoulder Innovations common stock under the award terms.

How many Shoulder Innovations (SI) shares does Andrew Hykes hold after this RSU grant?

After the 5,046 RSU award, Andrew Hykes is reported as beneficially owning 6,769 shares of Shoulder Innovations common stock. This total includes 1,723 shares he received as an in-kind distribution from Gilmartin Capital Fund I, LP.

Did Andrew Hykes pay cash for the 5,046 Shoulder Innovations (SI) RSUs?

No, Andrew Hykes did not pay cash for the 5,046 RSUs; the transaction price per share is reported as 0.0000. The award represents equity compensation rather than an open-market purchase of Shoulder Innovations common stock.

How will Andrew Hykes receive the shares from his Shoulder Innovations (SI) RSUs?

Each RSU represents a contingent right to receive one share of Shoulder Innovations common stock. Hykes voluntarily elected to defer receipt of these shares until he leaves the Board of Directors, delaying actual share delivery until that departure.

What is the significance of the 1,723 in-kind distribution shares for SI?

The filing notes that Hykes’ holdings include 1,723 shares received without consideration as an in-kind distribution from Gilmartin Capital Fund I, LP. Prior reports showed no beneficial ownership, so these shares are now included in his reported position in Shoulder Innovations.