Shoulder Innovations grants Tansey 733 stock units

Each RSU represents a contingent right to receive one common share and has no expiration date.

Rhea-AI Filing Summary

Shoulder Innovations, Inc. (SI) reported that director and ten-percent owner Casey M. Tansey acquired 733 restricted stock units on October 5, 2026, with a reported per-share value of $19.60. The RSUs were granted in lieu of cash retainer fees and were fully vested as of the grant date; Tansey elected to defer receipt of the common shares issuable upon settlement until departure from the board. The direct common-stock position reported after the award was 53,445 shares. Indirect holdings listed through U.S. Venture Partners XII, L.P., U.S. Venture Partners XII-A, L.P., and U.S. Venture Partners Select Fund I, L.P. were 1,686,403, 85,586, and 921,130 shares, respectively. Tansey may be deemed to share voting and dispositive power over those fund holdings and disclaims beneficial ownership except to the extent of any pecuniary interest.

Insider Trade Summary

Grant/Award: 733 shares

Grant/Award 4 txns

Insider Tansey Casey M

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	733	$19.60	$14K
holding	Common Stock F2, F3	--	--	--
holding	Common Stock F2, F3	--	--	--
holding	Common Stock F2, F3	--	--	--

Holdings After Transaction: Common Stock — 53,445 shares (Direct); Common Stock — 1,686,403 shares (Indirect, Held by U.S. Venture Partners XII, L.P.); Common Stock — 85,586 shares (Indirect, Held by U.S. Venture Partners XII-A, L.P.); Common Stock — 921,130 shares (Indirect, Held by U.S. Venture Partners Select Fund I, L.P.)

Footnotes (3)

1. F1. Represents an award of restricted stock units ("RSUs") received in lieu of cash retainer fees, which were fully vested as of the grant date. 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. F2. Presidio Management Group XII, L.L.C. ("PMG XII") is the general partner of U.S. Venture Partners XII, L.P. ("USVP XII") and U.S. Venture Partners XII-A, L.P. ("USVP XII-A") and has sole voting and dispositive power with respect to the shares held by USVP XII and USVP XII-A. Steven M. Krausz, Richard W. Lewis, Jonathan D. Root and Dafina Toncheva are the managing members of PMG XII, and share voting and dispositive power with respect to the shares held by USVP XII and USVP XII-A. Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by USVP XII and USVP XII-A. Presidio Management Group Select Fund I, L.L.C. ("PMG Select") is the general partner of U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), and U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A") and has sole voting and dispositive power with respect to the shares held by USVP SFI on its own behalf and as nominee for USVP SFI-A.
3. F3. Richard W. Lewis, Jonathan D. Root and Dafina Toncheva are the managing members of PMG Select and share voting and dispositive power with respect to the shares held by USVP SFI on its own behalf and as nominee for USVP SFI-A. Casey M. Tansey, a member of the Issuer's board of directors, is the managing partner of PMG Select and may be deemed to share voting and dispositive power with respect to the shares held by USVP SFI on its own behalf and as nominee for USVP SFI-A. Each of the managing members and managing partner of PMG XII and PMG Select disclaims beneficial ownership of such holdings, except to the extent of their pecuniary interest in the shares.

Key Figures

Restricted stock units acquired: 733 RSUs Reported per-share value: $19.60 per share Direct common-stock position: 53,445 shares +3 more

6 metrics

Restricted stock units acquired 733 RSUs October 5, 2026 award

Reported per-share value $19.60 per share October 5, 2026 award

Direct common-stock position 53,445 shares Reported following the award on October 5, 2026

U.S. Venture Partners XII, L.P. holdings 1,686,403 shares Indirect holdings reported on October 5, 2026

U.S. Venture Partners XII-A, L.P. holdings 85,586 shares Indirect holdings reported on October 5, 2026

U.S. Venture Partners Select Fund I, L.P. holdings 921,130 shares Indirect holdings reported on October 5, 2026

Key Terms

restricted stock units, contingent right, voting and dispositive power, beneficial ownership, +1 more

5 terms

restricted stock units financial

"award of restricted stock units ("RSUs") received in lieu of cash retainer fees"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

contingent right financial

"Each RSU represents a contingent right to receive one share"

voting and dispositive power regulatory

"sole voting and dispositive power with respect to the shares held"

beneficial ownership regulatory

"disclaims beneficial ownership of such holdings"

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.

pecuniary interest financial

"except to the extent of their pecuniary interest in the shares"

FAQ

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

How many RSUs did SI director Casey M. Tansey receive?

Casey M. Tansey acquired 733 RSUs on October 5, 2026, with a reported per-share value of $19.60. The RSUs were granted in lieu of cash retainer fees and were fully vested as of the grant date.

When will SI director Casey M. Tansey receive the shares underlying the RSUs?

Tansey elected to defer receipt of the common stock issuable upon settlement until departure from the board. Each RSU represents a contingent right to receive one common share and has no expiration date.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 10/06/2026 - 05:06 PM Accepted by SEC EDGAR 10/06/2026 - 05:05 PM Learn about SEC filing dates

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^*

Tansey Casey M

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2026

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	10/05/2026		A		733(1)	A	$19.6	53,445	D
Common Stock								1,686,403	I	Held by U.S. Venture Partners XII, L.P.(2)(3)
Common Stock								85,586	I	Held by U.S. Venture Partners XII-A, L.P.(2)(3)
Common Stock								921,130	I	Held by U.S. Venture Partners Select Fund I, L.P.(2)(3)

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") received in lieu of cash retainer fees, which were fully vested as of the grant date. 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. Presidio Management Group XII, L.L.C. ("PMG XII") is the general partner of U.S. Venture Partners XII, L.P. ("USVP XII") and U.S. Venture Partners XII-A, L.P. ("USVP XII-A") and has sole voting and dispositive power with respect to the shares held by USVP XII and USVP XII-A. Steven M. Krausz, Richard W. Lewis, Jonathan D. Root and Dafina Toncheva are the managing members of PMG XII, and share voting and dispositive power with respect to the shares held by USVP XII and USVP XII-A. Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by USVP XII and USVP XII-A. Presidio Management Group Select Fund I, L.L.C. ("PMG Select") is the general partner of U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), and U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A") and has sole voting and dispositive power with respect to the shares held by USVP SFI on its own behalf and as nominee for USVP SFI-A.

3. Richard W. Lewis, Jonathan D. Root and Dafina Toncheva are the managing members of PMG Select and share voting and dispositive power with respect to the shares held by USVP SFI on its own behalf and as nominee for USVP SFI-A. Casey M. Tansey, a member of the Issuer's board of directors, is the managing partner of PMG Select and may be deemed to share voting and dispositive power with respect to the shares held by USVP SFI on its own behalf and as nominee for USVP SFI-A. Each of the managing members and managing partner of PMG XII and PMG Select disclaims beneficial ownership of such holdings, except to the extent of their pecuniary interest in the shares.

Remarks:

	/s/ Jeffrey Points, as Attorney-in-Fact	10/06/2026
	** 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)