SHOULDER INNOVATIONS (SI) COO Ahearn sells 20,000 shares under 10b5-1 plan

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

SHOULDER INNOVATIONS, INC. director and Chief Operating Officer Matthew Fraser Ahearn reported open-market sales of 20,000 shares of Common Stock. The trades on June 12 and 15, 2026 were executed under a pre-arranged Rule 10b5-1 trading plan adopted on March 13, 2026, at weighted-average prices ranging from $17.98 to $19.71 per share. Following these transactions, he directly holds 269,176 shares of the company’s common stock.

Insider Trade Summary 10b5-1

Net Seller: 20,000 shares ($374,255)

Net Sell 3 txns

Insider Ahearn Matthew Fraser

Role Chief Operating Officer

Sold 20,000 shs ($374K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,644	$18.2005	$30K
Sale	Common Stock	2,500	$19.2592	$48K
Sale	Common Stock	15,856	$18.6797	$296K

Holdings After Transaction: Common Stock — 271,676 shares (Direct, null)

Footnotes (1)

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2026. The price reported in Column 4 is a weighted average sale price. The shares of Common Stock were sold in multiple transactions at prices ranging from $18.29 to $19.00, inclusive. The Reporting Person undertakes to provide upon request by the staff of the Securities & Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth herein. Includes the following shares received without consideration as an in-kind distribution: 2,411 shares from Genesis Investment Holdings. In prior reports, the reporting person reported beneficial ownership of 286,765 shares of Shoulder Innovations common stock held directly. The price reported in Column 4 is a weighted average sale price. The shares of Common Stock were sold in multiple transactions at prices ranging from $17.98 to $18.88, inclusive. The Reporting Person undertakes to provide upon request by the staff of the Securities & Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth herein. The price reported in Column 4 is a weighted average sale price. The shares of Common Stock were sold in multiple transactions at prices ranging from $18.98 to $19.71, inclusive. The Reporting Person undertakes to provide upon request by the staff of the Securities & Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth herein.

Key Figures

Shares sold: 20,000 shares Sale price range: $17.98–$19.71 per share Shares sold (June 12, 2026): 15,856 shares +5 more

8 metrics

Shares sold 20,000 shares Total Common Stock sold across three Form 4 transactions

Sale price range $17.98–$19.71 per share Weighted-average sale price ranges across the three transaction groups

Shares sold (June 12, 2026) 15,856 shares Open-market sale of Common Stock on June 12, 2026

Shares sold (June 15, 2026) 2,500 shares One of the June 15, 2026 open-market sales

Additional shares sold (June 15, 2026) 1,644 shares Second June 15, 2026 open-market sale

Holdings after transactions 269,176 shares Direct ownership of SHOULDER INNOVATIONS Common Stock after reported sales

Weighted-average price (15,856 shares) $18.6797 per share Reported price for June 12, 2026 sale

Weighted-average price (2,500 shares) $19.2592 per share Reported price for one June 15, 2026 sale

Key Terms

Rule 10b5-1 trading plan, weighted average sale price, in-kind distribution, open-market sale, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average sale price financial

"The price reported in Column 4 is a weighted average sale price"

in-kind distribution financial

"Includes the following shares received without consideration as an in-kind distribution"

open-market sale financial

"transaction_action: open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

beneficial ownership regulatory

"the reporting person reported beneficial ownership of 286,765 shares"

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.

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Form 4 Insider Transactions: What Each Field Means →

06/16/2026 - 04:35 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^*

Ahearn Matthew Fraser

(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
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2026

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	06/12/2026		S⁽¹⁾		15,856	D	$18.6797⁽²⁾	273,320⁽³⁾	D
Common Stock	06/15/2026		S⁽¹⁾		1,644	D	$18.2005⁽⁴⁾	271,676	D
Common Stock	06/15/2026		S⁽¹⁾		2,500	D	$19.2592⁽⁵⁾	269,176	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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2026.

2. The price reported in Column 4 is a weighted average sale price. The shares of Common Stock were sold in multiple transactions at prices ranging from $18.29 to $19.00, inclusive. The Reporting Person undertakes to provide upon request by the staff of the Securities & Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth herein.

3. Includes the following shares received without consideration as an in-kind distribution: 2,411 shares from Genesis Investment Holdings. In prior reports, the reporting person reported beneficial ownership of 286,765 shares of Shoulder Innovations common stock held directly.

4. The price reported in Column 4 is a weighted average sale price. The shares of Common Stock were sold in multiple transactions at prices ranging from $17.98 to $18.88, inclusive. The Reporting Person undertakes to provide upon request by the staff of the Securities & Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth herein.

5. The price reported in Column 4 is a weighted average sale price. The shares of Common Stock were sold in multiple transactions at prices ranging from $18.98 to $19.71, inclusive. The Reporting Person undertakes to provide upon request by the staff of the Securities & Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares of Common Stock sold at each separate price within the range set forth herein.

Remarks:

	/s/ Jeffrey Points, as Attorney-in-Fact	06/16/2026
	** 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 insider transaction did SHOULDER INNOVATIONS (SI) report for Matthew Fraser Ahearn?

SHOULDER INNOVATIONS reported that Matthew Fraser Ahearn sold 20,000 shares of Common Stock in open-market transactions. The sales occurred on June 12 and 15, 2026, and were disclosed in a Form 4 insider trading report filed with the SEC.

At what prices did Matthew Fraser Ahearn sell SHOULDER INNOVATIONS (SI) shares?

The Form 4 shows weighted-average sale prices, with transactions executed between $17.98 and $19.71 per share. Each reported price reflects multiple trades within a range, and the insider has offered to provide exact trade details upon request.

How many SHOULDER INNOVATIONS (SI) shares does Matthew Fraser Ahearn hold after the sales?

After the reported transactions, Matthew Fraser Ahearn directly holds 269,176 shares of SHOULDER INNOVATIONS common stock. This post-transaction balance is stated in the Form 4 and reflects his remaining direct ownership position following the 20,000-share sale.

Were the SHOULDER INNOVATIONS (SI) insider sales made under a Rule 10b5-1 plan?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on March 13, 2026. Such plans pre-schedule trades, helping demonstrate that transactions were not timed based on later nonpublic information.

What role does Matthew Fraser Ahearn hold at SHOULDER INNOVATIONS (SI)?

Matthew Fraser Ahearn is reported as both a director and Chief Operating Officer of SHOULDER INNOVATIONS, INC. His dual role means these share sales represent trading activity by a senior executive with board-level responsibilities at the company.

How many SHOULDER INNOVATIONS (SI) insider sale transactions were reported?

The Form 4 includes three separate open-market sale transactions, all involving SHOULDER INNOVATIONS Common Stock. Combined, these transactions total 20,000 shares sold, with each line item showing its own trade date, share amount and weighted-average sale price.