si-20260413

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): April 13, 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

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 1.01.			Entry into a Material Definitive Agreement.

On April 13, 2026, Shoulder Innovations, Inc. (the “Company”) entered into a lease agreement (the “Lease Agreement”) with Ventura Office Park Lot #8, LLC (the “Landlord”), whereby the Landlord has agreed to construct the Company a new commercial building of approximately 15,200 square feet located at 6320 Venture Hills Boulevard, SW, Lot 8, Byron Center, Michigan 49315 (the “Premises”). The Premises will contain both office and warehouse space, which the Company intends to use as its corporate headquarters. The Lease Agreement has an initial term of 10 years, with two five-year extension options and certain expansion rights. The aggregate estimated rent payments due over the initial term of the Lease Agreement is approximately $4.4 million. The Company has paid the Landlord a security deposit of $33.0 thousand, and has agreed to pay the Landlord an additional $0.5 million as a down payment for construction costs of the Premises. The Company has agreed to take possession of the Premises when the certificate of occupancy has been issued and the Landlord’s work has been substantially completed in accordance with the terms of the Lease Agreement, which is expected to be on or around the fourth quarter of 2027. The foregoing description of the Lease Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lease Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the three and six months ending June 30, 2026.

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: April 14, 2026			SHOULDER INNOVATIONS, INC. (Registrant)


			/s/ Jeffrey Points
			Jeffrey Points
			Chief Financial Officer

Shoulder Innovations Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement