BUCKMAN PAUL 4

What Happened
Paul Buckman, a director of Shoulder Innovations, exercised stock options on March 13, 2026, resulting in the acquisition of 45,606 shares in two tranches: 19,401 shares at $2.48 (cost $48,122) and 26,205 shares at $2.10 (cost $54,999). To satisfy exercise price/tax obligations, 7,006 shares were withheld/disposed: 3,292 shares at $14.62 (value $48,129) and 3,714 shares at $14.82 (value $55,041). Net increase in shares held from these transactions is 38,600 shares. The Form 4 also reports corresponding derivative conversion entries related to the option exercises.

Key Details

• Transaction date: 2026-03-13; Form 4 filed 2026-03-17 (appears timely).
• Options exercised: 19,401 @ $2.48 ($48,122) and 26,205 @ $2.10 ($54,999) — total exercise cost ≈ $103,121.
• Shares withheld for taxes/exercise: 3,292 @ $14.62 ($48,129) and 3,714 @ $14.82 ($55,041) — total value withheld ≈ $103,170.
• Net shares added to beneficial ownership from these actions: +38,600 shares (45,606 acquired − 7,006 withheld).
• Footnotes: F1 notes in-kind distributions of 3,144 and 3,096 shares and that prior reports showed 13,864 shares held directly; F2/F3 describe vesting schedules (one option vests monthly from 6/30/2023; another option fully vested and exercisable).
• Shares owned after transaction: not explicitly stated on the filing (net change shown above).

Context
This was an option exercise with sell-to-cover (shares withheld) to meet tax/exercise obligations — common for executives and directors and not an open-market purchase or sale expressing a market view. Derivative entries (code M) reflect option exercises; code F entries reflect shares withheld to pay taxes/exercise price. The filing is informational; it does not explain the insider’s motives.