[Form 4] SHOULDER INNOVATIONS, INC. Insider Trading Activity

Rhea-AI Filing Summary

Robert Joseph Ball, CEO, Executive Chairman and a director of Shoulder Innovations, Inc. (SI), reported open-market purchases of the company's common stock on two dates in September 2025. On 09/11/2025 he acquired 2,000 shares at a weighted-average price of $14.9048, bringing his direct holdings to 105,259 shares. On 09/12/2025 he acquired 6,000 shares at a weighted-average price of $15.4909, increasing his direct holdings to 111,259 shares.

The filing states the prices are weighted averages from multiple transactions with specified price ranges and was signed by an attorney-in-fact on 09/15/2025. No derivative transactions, disposals, or other material events are reported in this Form 4.

Positive

• CEO purchased 8,000 shares in open-market transactions, increasing direct ownership to 111,259 shares
• Transparent disclosure with weighted-average prices and price ranges provided for the multiple trades
• Insider buying signals management alignment with shareholders

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider purchases totaling 8,000 shares at ~$15 signal management confidence and modestly increases insider alignment with shareholders.

The CEO's purchases of 2,000 and 6,000 shares on 09/11/2025 and 09/12/2025 at weighted-average prices of $14.9048 and $15.4909 respectively represent a direct acquisition of 8,000 common shares, raising his stake to 111,259 shares. Open-market buys by a named executive are a positive signal because they use personal capital in the market price range disclosed. The transactions are small relative to total outstanding shares for most issuers, so the market impact is likely limited, but the action increases insider skin in the game and may be viewed favorably by investors monitoring insider activity.

Corporate Governance Expert

TL;DR: Reported purchases are routine disclosure of insider activity and present no governance red flags.

The Form 4 properly discloses direct acquisitions by the CEO/executive chairman and includes explanatory footnotes about weighted-average pricing for multiple trades. The filing is signed by an attorney-in-fact and indicates the reporting person remains subject to Section 16 obligations. There are no reported option exercises, sales, related-party transactions, or amendments that would raise governance concerns. As presented, the disclosure is compliant and transparent.

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
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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)
09/11/2025

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	09/11/2025		P		2,000	A	$14.9048(1)	105,259	D
Common Stock	09/12/2025		P		6,000	A	$15.4909(2)	111,259	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 price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.8096 to $15.00. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $14.9196 to $15.815. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

	/s/ Jeffrey Points, as Attorney-in-Fact	09/15/2025
	** 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 did Robert Joseph Ball report on Form 4 for SI?

The filing reports two open-market purchases: 2,000 shares on 09/11/2025 at a weighted-average price of $14.9048 and 6,000 shares on 09/12/2025 at a weighted-average price of $15.4909.

How many shares does the CEO directly own after these transactions?

After the reported purchases the CEO's direct beneficial ownership is 111,259 shares.

Were any sales or derivative transactions reported in this Form 4 for SI?

No. The Form 4 shows only non-derivative acquisitions and does not report any disposals or derivative securities transactions.

Who signed the Form 4 and when was it filed?

The signature on the filing is by Jeffrey Points as attorney-in-fact, dated 09/15/2025.

Do the reported prices reflect single trades or multiple transactions?

The filing states the reported prices are weighted-average prices from multiple transactions with provided price ranges for each purchase date.