Shoulder Innovations (SI) CEO boosts stake via option exercises

Rhea-AI Filing Summary

Shoulder Innovations, Inc. CEO and Executive Chairman Robert Joseph Ball reported exercising stock options for common stock on February 6, 2026. He acquired 10,000 shares at $2.4804 per share and 2,062 shares at $2.0988 per share through option exercises coded “M.”

After these transactions, Ball directly beneficially owned 276,666 shares of common stock. His option holdings included 319,756 and 181,376 stock options remaining after the exercises. Footnotes note that his holdings include over 140,000 shares previously received without consideration as in‑kind distributions from several investment funds.

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^*

Ball Robert Joseph

(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)
	CEO & Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

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
Common Stock	02/06/2026		M		10,000	A	$2.4804	274,604(1)	D
Common Stock	02/06/2026		M		2,062	A	$2.0988	276,666	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
Stock Option	$2.4804	02/06/2026		M			10,000	(2)	05/17/2033	Common Stock	10,000	$0	319,756	D
Stock Option	$2.0988	02/06/2026		M			2,062	(3)	12/16/2030	Common Stock	2,062	$0	181,376	D

Explanation of Responses:

1. Includes the following shares received without consideration as in-kind distributions: (i) 110,331 shares from Genesis Investment Holdings; (ii) 7,859 shares from cultivate(MD) Capital Accelerator Fund, L.P.; (iii) 6,948 shares from Cultivate MD Capital Fund I, LLC; and (iv) 19,348 shares from Cultivate MD Capital Fund II, LP. In prior reports, the reporting person reported beneficial ownership of 120,118 shares of Shoulder Innovations common stock held directly.

2. The stock option vested as to one-fourth of the underlying shares on May 17, 2024, and the remaining shares vest in 36 equal increments on the last day of each calendar month thereafter.

3. The stock option is fully vested and currently exercisable.

Remarks:

	/s/ Jeffrey Points, as Attorney-in-Fact	02/10/2026
	** 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.
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FAQ

What insider activity did SI CEO Robert Joseph Ball report on this Form 4?

Robert Joseph Ball reported exercising stock options into common stock. On February 6, 2026, he acquired 10,000 shares at $2.4804 and 2,062 shares at $2.0988 through option exercises coded “M,” increasing his directly held common stock position.

How many Shoulder Innovations (SI) common shares does the CEO hold after these transactions?

After the reported transactions, Ball directly held 276,666 common shares. This figure reflects his updated beneficial ownership following the two option exercises on February 6, 2026, and includes shares previously received as in-kind distributions from affiliated investment entities.

What stock options did the Shoulder Innovations (SI) CEO exercise and what remains outstanding?

Ball exercised options covering 10,000 and 2,062 underlying shares. The options had exercise prices of $2.4804 and $2.0988, respectively. Following these moves, he still held 319,756 and 181,376 stock options, according to the derivative securities table.

What do the vesting terms in the SI CEO’s stock options footnotes describe?

One option grant vested over time starting May 17, 2024. It vested one-fourth on that date, with the remainder vesting in 36 equal monthly increments. Another option grant is described as fully vested and currently exercisable, providing immediate conversion potential.

What are the in-kind distributions mentioned in the SI Form 4 footnote?

The footnote states Ball received over 140,000 shares as in-kind distributions. These included 110,331 shares from Genesis Investment Holdings and additional shares from several cultivate(MD) funds, all received without consideration and now included in his reported direct beneficial ownership.