---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-25-037418"
form_type: "8-K"
ticker: "SI"
cik: "0001699350"
company_name: "SHOULDER INNOVATIONS, INC."
filed_at: "2025-08-04T23:59:59+00:00"
generated_at: "2026-05-17T21:29:56.706061+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001628280-25-037418
- form_type: 8-K
- ticker: SI
- cik: 0001699350
- company_name: SHOULDER INNOVATIONS, INC.
- filed_at: 2025-08-04T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1699350/000162828025037418/0001628280-25-037418-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1699350/000162828025037418/shoulder-8xk842025.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-25-037418
- JSON: https://secwatch.observer/filing/0001628280-25-037418.json
- Plain text: https://secwatch.observer/filing/0001628280-25-037418.txt

## Key facts
- Governance Changes
  SHOULDER INNOVATIONS, INC.: Amended and restated bylaws became effective upon effectiveness of the Restated Certificate, establishing procedures for stockholder proposals, director nominations, and conforming to amended charter (effective 2025-08-01).
  - Change: bylaw amendment
  - Effective: 2025-08-01
  source text: On August 1, 2025, in connection with the closing of the IPO, the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Company’s board of directors to become effective upon the effectiveness of the Restated Certificate, became effective.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1699350/000162828025037418/0001628280-25-037418-index.htm
- Governance Changes
  SHOULDER INNOVATIONS, INC.: Amended and restated certificate of incorporation filed to, among other things, increase authorized common stock to 730,000,000 shares, authorize 20,000,000 shares of undesignated preferred stock, establish classified board with staggered three-year terms, and make related governance changes upon cl (effective 2025-08-01).
  - Change: charter amendment
  - Effective: 2025-08-01
  source text: On August 1, 2025, Shoulder Innovations, Inc. (the “Company”) filed an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the initial public offering (the “IPO”) of shares of its common stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1699350/000162828025037418/0001628280-25-037418-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.