Shoulder Innovations grants 5,046 RSUs to director

Shoulder Innovations, Inc. director Paul Buckman reported receiving an award of 5,046 restricted stock units (RSUs) of Common Stock.

Accepted by SEC EDGAR 06/29/2026 - 05:00 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Shoulder Innovations, Inc. director Paul Buckman reported receiving an award of 5,046 restricted stock units (RSUs) of Common Stock. The RSUs will vest on the earlier of the company’s 2027 annual stockholders’ meeting or June 26, 2027, and each RSU converts into one share. Buckman has elected to defer receiving the underlying shares until he leaves the Board of Directors. Following this grant, he holds 63,750 shares of Common Stock directly.

Insider Trade Summary

Grant/Award: 5,046 shares

Grant/Award 1 txn

Insider BUCKMAN PAUL

Role Director

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

Holdings After Transaction: Common Stock — 63,750 shares (Direct)

Holdings Before and After: Common Stock, 58,704 to 63,750 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

RSU award size: 5,046 RSUs Post-transaction holdings: 63,750 shares Vesting date backstop: June 26, 2027 +2 more

5 metrics

RSU award size 5,046 RSUs Grant to director Paul Buckman on June 26, 2026

Post-transaction holdings 63,750 shares Common Stock held directly after RSU grant

Vesting date backstop June 26, 2027 RSUs vest on earlier of 2027 meeting or this date

Vesting trigger 2027 annual meeting Alternative vesting trigger for RSUs

Transaction price per share $0.0000 per share Indicates compensatory award, not market purchase

Key Terms

restricted stock units ("RSUs"), annual meeting of stockholders, contingent right, 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.

annual meeting of stockholders financial

"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."

contingent right financial

"Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and has no expiration date."

Board of Directors financial

"The Reporting Person voluntarily elected to defer receipt of the Common Stock ... 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Shoulder Innovations (SI) director Paul Buckman report?

Paul Buckman reported receiving a grant of 5,046 restricted stock units (RSUs) of Shoulder Innovations Common Stock. These RSUs are a form of equity compensation that will convert into an equal number of shares when they vest and are settled.

When do Paul Buckman’s 5,046 RSUs at Shoulder Innovations (SI) vest?

The 5,046 RSUs will vest on the earlier of the 2027 annual meeting of stockholders or June 26, 2027. Vesting means Buckman’s contingent right to receive one share per RSU becomes earned, subject to the award’s terms and continued service.

How many Shoulder Innovations (SI) shares does Paul Buckman hold after this Form 4?

After the reported RSU grant, Paul Buckman holds 63,750 shares of Shoulder Innovations Common Stock directly. This figure reflects his ownership position immediately following the award described in the Form 4 filing for June 26, 2026.

What does it mean that Paul Buckman deferred settlement of his RSUs at Shoulder Innovations (SI)?

Buckman voluntarily chose to defer receiving the Common Stock that will be issued when the RSUs settle until he departs the Board. This means shares underlying vested RSUs will not be delivered to him until his board service ends, under the award’s terms.

What is an RSU in the context of Shoulder Innovations (SI) director compensation?

A restricted stock unit (RSU) is a promise to deliver a share of Common Stock in the future if vesting conditions are met. For Buckman, each RSU represents a contingent right to one Shoulder Innovations share, with no exercise price and no expiration date stated.

Was Paul Buckman’s transaction in Shoulder Innovations (SI) shares a market purchase or sale?

The reported transaction was a grant or award acquisition coded as “A,” not an open-market buy or sale. Buckman received 5,046 RSUs as compensation, rather than buying or selling existing shares on the open market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

BUCKMAN PAUL

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/26/2026		A		5,046(1)	A	$0	63,750	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. 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.

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)