Shoulder Innovations Inc 2025年度报告

FORM 10-K_____________________________________ (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____Commission file number 001-42771_____________________________________ Shoulder Innovations, Inc._____________________________________ (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNoAs of June 30, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter, there was no established public market for the Registrant’s common stock. Therefore, the aggregate market value of the Registrant’s common stock held by non-affiliates as of such date cannot be calculated. The Registrant’s common stock began trading on the New York Stock Exchange on July 31,2025. As of March3, 2026, there were 20,647,526 shares of the Registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive proxy statement for use in connection with its 2026 Annual Meeting of Stockholders, which is to be filed no later than 120 days after December 31, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS Special Note Regarding Forward-Looking StatementsRisk Factors Summary Part I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures Part II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities95Item 6.Reserved95Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations96Item 7A.Quantitative and Qualitative Disclosures about Market Risk108Item 8.Financial Statements and Supplementary Data109Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure135Item 9A.Controls and Procedures135Item 9B.Other Information135Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections135 Part III Item 10.Directors, Executive Officers and Corporate Governance136Item 11.Executive Compensation136Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters136Item 13.Certain Relationships and Related Transactions, and Director Independence136Item 14.Principal Accountant Fees and Services136 Part IV Item 15.Exhibits and Financial Statement SchedulesItem 16.Form 10-K SummarySignatures 137139140 SPECIAL NOTE