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SHOULDER INNOVATIONS, INC. Director's Dealing 2025

Aug 5, 2025

33484_dirs_2025-08-05_0b88fd9e-5cc1-4f97-b7d3-4a177ab02572.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHOULDER INNOVATIONS, INC. (SI)
CIK: 0001699350
Period of Report: 2025-08-01

Reporting Person: Pardo Geoffrey B (Director, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-08-01 Common Stock C 2280482 Acquired 2280482 Indirect
2025-08-01 Common Stock P 100000 $15.00 Acquired 2380482 Indirect
2025-08-01 Common Stock A 7666 Acquired 7666 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-08-01 Series D Convertible Preferred Stock $ C 33259424 Disposed Common Stock (1743156) Indirect
2025-08-01 Series E Convertible Preferred Stock $ C 10252188 Disposed Common Stock (537326) Indirect

Footnotes

F1: Immediately prior to the closing of the Issuer's initial public offering, the shares of preferred stock of the Issuer automatically converted into shares of Common Stock on a one-for-0.052410901 basis.

F2: Held directly by Cooperatieve Gilde Healthcare V U.A. ("Gilde"). Gilde Healthcare V Management B.V. is the managing director of Gilde and has sole voting and dispositive power with respect to the shares held by Gilde. Gilde Healthcare V Management B.V. is owned by Gilde Healthcare Holding B.V. and managed by Edwin de Graaf and Pieter van der Meer. Geoff Pardo is a partner at Gilde and may be deemed to share voting and dispositive power with respect to the shares held of record by Gilde. Mr. Pardo disclaims beneficial ownership of such holdings, except to the extent of his pecuniary interest in the shares.

F3: 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 2026 or August 1, 2026. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and has no expiration date.