UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________

FORM 8-K

___________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 2610, 2026

___________________________________________

SHOULDER INNOVATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-42771

27-0538764

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

1535 Steele Avenue SW, Suite B

Grand Rapids, Michigan

49507

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (616) 294-1026

Not Applicable

(Former name or former address, if changed since last report)

___________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, $0.001 par value per share

New York Stock Exchange

Common Stock,$0.001 par value per share

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.02. Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer~~Condition.

~~Director~~On ~~Resignation~~March 10, 2026, Shoulder Innovations, Inc. (the “Company”) issued a press release announcing financial results for the fourth quarter and year ended December 31, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

OnThe ~~February~~information ~~26,~~contained ~~2026,~~in ~~Geoff~~this ~~Pardo~~Current ~~notified~~Report ~~the~~on ~~Board~~Form of8-K ~~Directors~~ (~~“Board”)~~including ofExhibit ~~Shoulder Innovations, Inc~~99.1 ~~(the “Company”~~hereto) ~~that~~shall henot ~~will~~be ~~resign~~deemed as“filed” afor ~~Class~~purposes Iof ~~director~~Section 18 of the ~~Board,~~Securities asExchange aAct ~~member~~ of ~~the~~1934, ~~Compensation~~as ~~Committee~~amended of (the ~~Board~~“Exchange ~~and~~Act”) asor ~~Chair~~otherwise ofsubject to the ~~Nominating~~liabilities ~~and~~of ~~Corporate~~that ~~Governance~~section, ~~Committee~~nor ofshall ~~the~~it ~~Board~~be ~~effective~~deemed ~~immediately.~~incorporated ~~Mr.~~by ~~Pardo’s~~reference ~~decision~~in toany ~~resign~~filing ~~was~~under ~~not~~ the ~~result~~Securities Act of ~~any~~1933, ~~disagreement~~as ~~with~~amended, ~~the management~~ or the ~~Board~~Exchange onAct, ~~any~~except ~~matter~~as ~~relating~~expressly toset ~~the~~forth ~~Company’s~~by ~~operations,~~specific ~~policies~~reference orin ~~practices~~such a filing.

Item ~~Director~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~February~~March 266, 2026, ~~the~~Michael ~~Board appointed Andrew Hykes~~Carusi, ~~age 53, as~~ a Class I ~~member~~director of the Company's Board ~~and to serve as a member~~ of ~~the~~Directors ~~Compensation Committee~~("Board"), innotified ~~each case effective immediately to fill~~ the ~~vacancy~~Company ~~upon the resignation~~ of ~~Mr.~~his ~~Pardo.~~intention ~~There are no arrangements or understandings between Mr. Hykes and any other persons pursuant~~ to ~~which~~not hestand ~~was~~for ~~selected~~re-election asat ~~a Class I director of~~ the Company.'s ~~Mr.~~at ~~Hykes will receive compensation under~~ the ~~Company’s~~2026 ~~Non-Employee~~Annual ~~Director~~Meeting ~~Compensation~~of ~~Program,~~Stockholders ~~which~~(the ~~was~~"Annual ~~previously~~Meeting") ~~filed~~upon ~~with~~ the ~~Securities~~conclusion ~~and~~of ~~Exchange~~his ~~Commission~~current ~~(the “SEC”)~~term. Mr. ~~Hykes will also enter into the Company’~~Carusi's ~~standard~~term ~~form of indemnification agreement for directors, which was previously filed~~ with the ~~SEC.~~Board ~~Mr.~~will ~~Hykes~~conclude ~~does~~effective ~~not~~on ~~have~~the adate ~~material interest in any transaction that is required to be disclosed under Item 404(a)~~ of ~~Regulation~~the ~~S-K~~Annual Meeting. ~~The Board has determined that~~ Mr. ~~Hykes~~Carusi's isdecision anwas ~~independent~~not ~~director of~~ the ~~Board,~~result ~~and~~of ~~that~~any hedisagreement ~~satisfies~~with ~~all applicable requirements to serve on~~ the ~~Compensation~~management ~~Committee,~~or ~~including without limitation~~ the ~~applicable~~Board ~~requirements~~on ofany ~~The~~matter ~~New~~relating ~~York~~to ~~Stock Exchange and~~ the ~~Securities~~Company’s ~~Exchange Act of 1934~~operations, aspolicies ~~amended~~or ~~(the “Exchange Act”)~~practices.

Mr. Hykes has served as the President and Chief Executive Officer of Okami Medical, Inc., a medical device company committed to the development of innovative, versatile, and intuitive devices for the occlusion of peripheral vessels (“Okami”), since October 2025. Prior to Okami, Mr. Hykes served as the Chief Executive Officer, President and director of Inari Medical, Inc., a company that provides innovative solutions for venous thromboembolism clot removal without the use of thrombolytic drugs (“Inari”), from January 2023 to May 2025. Prior to that, Mr. Hykes served as the Chief Operating Officer of Inari from October 2020 to December 2022, and as Chief Commercial Officer of Inari from September 2017 to October 2020. From November 2012 to January 2017, Mr. Hykes was the Vice President of Commercial Operations of Sequent Medical Inc., a company focused on catheter-based neurovascular therapies that was acquired by Terumo Corporation in July 2016 (“Sequent”). Prior to Sequent, Mr. Hykes worked for Medtronic PLC, a medical device company, from August 2002 to October 2012, where he held several positions of increasing responsibility, including Vice President of Marketing, Vice President of Clinical and Regulatory Affairs and Director of Investor Relations. From 1995 to 2000, Mr. Hykes worked in healthcare banking for ABN AMRO Bank. Mr. Hykes received his B.B.A. from the University of Wisconsin Madison and an M.B.A. from Harvard Business School.

Item 7.01. Regulation FD Disclosure.

On March 2, 2026, the Company issued a press release announcing the foregoing matters, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 furnished herewith) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits:
	99.1	Press Release of the Company, dated March 210, 2026.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 2, 2026			SHOULDER INNOVATIONS, INC.(Registrant)
Dated: Mach 10, 2026			SHOULDER INNOVATIONS, INC.(Registrant)
			/s/ Jeffrey Points
			Jeffrey Points
			Chief Financial Officer

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