Shoulder Innovations (SI): Gilde Healthcare sells shares, holds 10.7% stake

Rhea-AI Filing Summary

Gilde Healthcare and related Dutch entities report holding an aggregate of 2,212,207 shares of Shoulder Innovations, Inc. common stock, representing 10.7% of the company. This percentage is based on 20,738,226 shares outstanding as of May 6, 2026, as stated in a Form 10-K filed May 13, 2026.

Gilde Healthcare is the record holder, while affiliated management entities may be deemed to share voting and dispositive power over these shares. The group also discloses recent open-market sales between July 30 and August 6, 2026, including 99,812 shares sold on August 4 at a weighted average price of $22.77 per share, with other smaller sales priced roughly between $22.60 and $23.73.

Filing Explained

This Amendment No. 1 updates the major-holder report: Gilde Healthcare and four related entities may each be deemed to beneficially own the same 2,212,207 shares with shared voting and dispositive power, rather than sole power. The filing is a Schedule 13D/A, which tracks changes in a holder’s disclosed stake or intent.

Key Figures

Beneficially owned shares: 2,212,207 shares Ownership percentage: 10.7% Shares outstanding: 20,738,226 shares +4 more

7 metrics

Beneficially owned shares 2,212,207 shares Aggregate common shares beneficially owned by each reporting person

Ownership percentage 10.7% Percent of Shoulder Innovations common stock beneficially owned

Shares outstanding 20,738,226 shares Issuer’s common shares outstanding as of May 6, 2026 from Form 10-K

Sale on July 30, 2026 28,245 shares at $23.36 Weighted average price; trades ranged from $23.00 to $23.73 per share

Sale on July 31, 2026 20,034 shares at $22.73 Weighted average price; trades ranged from $22.60 to $23.00 per share

Sale on August 4, 2026 99,812 shares at $22.77 Weighted average price; trades ranged from $22.60 to $23.04 per share

Sale on August 6, 2026 2,095 shares at $22.60 Single-price sale of common stock at $22.60 per share

Key Terms

beneficial ownership, Sole Voting Power, Sole Dispositive Power, weighted average price per share, +1 more

5 terms

beneficial ownership financial

"represents beneficial ownership of approximately 10.7% of the outstanding 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.

Sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: 7 | Sole Voting Power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: 9 | Sole Dispositive Power"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

weighted average price per share financial

"shares of Common Stock were sold at a weighted average price per share of $23.36"

Schedule 13D regulatory

"previously filed a statement on Schedule 13D to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

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

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Available on EDGAR 08/07/2026 - 05:09 PM Accepted by SEC EDGAR 08/07/2026 - 05:08 PM Learn about SEC filing dates

FAQ

What stake does Gilde Healthcare report in Shoulder Innovations (SI)?

Gilde Healthcare and related entities report beneficial ownership of 2,212,207 shares of Shoulder Innovations common stock, representing approximately 10.7% of the company’s outstanding shares based on the issuer’s disclosed share count.

How many Shoulder Innovations (SI) shares are outstanding for calculating Gilde’s 10.7% stake?

The ownership percentage is based on 20,738,226 shares of Shoulder Innovations common stock outstanding as of May 6, 2026, as reported in a Form 10-K filed with the SEC on May 13, 2026.

What recent SI share sales did Gilde Healthcare disclose?

The reporting persons disclosed several SI share sales between July 30 and August 6, 2026, including 99,812 shares on August 4 at a weighted average price of $22.77 and other smaller trades around $22.60–$23.73 per share.

Who are the reporting persons in the Schedule 13D/A for Shoulder Innovations (SI)?

Reporting persons include Gilde Healthcare Holding B.V., Gilde Healthcare V Management B.V., Cooperatieve Gilde Healthcare V U.A., Manapouri B.V., and Martemanshurk B.V., which together may be deemed to beneficially own the reported SI shares.

How is Gilde Healthcare’s 10.7% ownership in SI determined?

Their 2,212,207 shares of SI common stock are compared with the issuer’s disclosed 20,738,226 shares outstanding as of May 6, 2026, resulting in a reported beneficial ownership of approximately 10.7% of the outstanding common stock.

What voting and dispositive powers do the Gilde entities report over SI shares?

The Gilde entities report 0 shares with sole voting or dispositive power and 2,212,207 shares with shared voting and shared dispositive power, reflecting coordinated control over the reported SI position.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Shoulder Innovations, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

82537J108

(CUSIP Number)

Gilde Healthcare Holding B.V.
Stadsplateau 36,
Utrecht P7, P7, 3521 AZ
31 30 219 2565

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 82537J108

1

Name of reporting person

Gilde Healthcare Holding B.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,212,207.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,212,207.00

11

Aggregate amount beneficially owned by each reporting person

2,212,207.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 82537J108

1

Name of reporting person

Gilde Healthcare V Management B.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,212,207.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,212,207.00

11

Aggregate amount beneficially owned by each reporting person

2,212,207.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 82537J108

1

Name of reporting person

Cooperatieve Gilde Healthcare V U.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,212,207.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,212,207.00

11

Aggregate amount beneficially owned by each reporting person

2,212,207.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 82537J108

1

Name of reporting person

Manapouri B.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,212,207.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,212,207.00

11

Aggregate amount beneficially owned by each reporting person

2,212,207.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 82537J108

1

Name of reporting person

Martemanshurk B.V.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,212,207.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,212,207.00

11

Aggregate amount beneficially owned by each reporting person

2,212,207.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.001 par value per share
(b)	Name of Issuer: Shoulder Innovations, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1535 Steele Avenue SW, Suite B, Grand Rapids, MICHIGAN , 49507.
Item 1 Comment: This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D filed on August 5, 2025 (as amended, the "Schedule 13D") relating to the Common stock, par value $0.001 per share (the "Common Stock"), of Shoulder Innovations, Inc. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated as follows: According to the Issuer's Quarterly Report on Form 10-K filed with the Securities and Exchange Commission on May 13, 2026, as of May 6, 2026, there were 20,738,226 shares of the Issuer's Common Stock outstanding. Gilde Healthcare is the record holder of an aggregate of 2,212,207 shares of Common Stock, which represents beneficial ownership of approximately 10.7% of the outstanding shares of Common Stock. GHCVM, as the manager of Gilde Healthcare, has the power to vote and dispose of securities held by Gilde Healthcare and may be deemed to beneficially own the securities held of record by Gilde Healthcare. GHCVM is owned by GHH. The managing partners of GHH are Manapouri B.V. and Martemanshurk B.V. As a result, each of the Reporting Persons may beneficially own an aggregate of 2,212,207 shares of Common Stock, or approximately 10.7% of the outstanding Common Stock.
(c)	Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following: The following transactions were effected by the Reporting Persons during the past 60 days. On July 30, 2026, 28,245 shares of Common Stock were sold at a weighted average price per share of $23.36, in multiple trades ranging from $23.00 to $23.73 per share. On July 31, 2026, 20,034 shares of Common Stock were sold at a weighted average price per share of $22.73, in multiple trades ranging from $22.60 to $23.00 per share. On August 3, 2026, 10,751 shares of Common Stock were sold at a weighted average price per share of $22.71, in multiple trades ranging from $22.60 to $23.05 per share. On August 4, 2026, 99,812 shares of Common Stock were sold at a weighted average price per share of $22.77, in multiple trades ranging from $22.60 to $23.04 per share. On August 5, 2026, 7,338 shares of Common Stock were sold at a weighted average price per share of $22.64, in multiple trades ranging from $22.60 to $23.00 per share. On August 6, 2026, 2,095 shares of Common Stock were sold at a price of $22.60 per share.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Gilde Healthcare Holding B.V.

Signature:	/s/ Edwin de Graaf
Name/Title:	Edwin de Graaf/Managing Director
Date:	08/07/2026

Gilde Healthcare V Management B.V.

Signature:	/s/ Edwin de Graaf
Name/Title:	Edwin de Graaf/Managing Director
Date:	08/07/2026

Cooperatieve Gilde Healthcare V U.A.

Signature:	/s/ Edwin de Graaf
Name/Title:	Edwin de Graaf/Managing Director of Gilde Healthcare V Management B.V., as Manager of Cooperatieve Gilde Healthcare V U.A.
Date:	08/07/2026

Manapouri B.V.

Signature:	/s/ Edwin de Graaf
Name/Title:	Edwin de Graaf/Managing Director
Date:	08/07/2026

Martemanshurk B.V.

Signature:	/s/ Pieter van der Meer
Name/Title:	Pieter van der Meer/Managing Director
Date:	08/07/2026