Shoulder Innovations adopts post-IPO charter with classified board, exclusive forum clauses

SHOULDER INNOVATIONS, INC.

Authorized common stock set at 730M shares; 20M shares of undesignated preferred stock authorized.
Board divided into three classes with staggered three-year terms; directors removable only for cause.
Stockholder action by written consent eliminated; advance notice required for director nominations and proposals.
Exclusive forum: Delaware Chancery for derivative/breach claims; federal court for Securities Act claims.

item 5.03item 9.01

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