SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on August 7, 2026
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Shoulder Innovations, Inc. (Name of Issuer) | |
Common Stock, $0.001 par value per share (Title of Class of Securities) | |
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Gilde Healthcare Holding B.V. Stadsplateau 36, Utrecht P7, P7, 3521 AZ 31 30 219 2565 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | |
08/05/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 82537J108 |
| 1 |
Name of reporting person
Gilde Healthcare Holding B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,212,207.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | 82537J108 |
| 1 |
Name of reporting person
Gilde Healthcare V Management B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,212,207.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | 82537J108 |
| 1 |
Name of reporting person
Cooperatieve Gilde Healthcare V U.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,212,207.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | 82537J108 |
| 1 |
Name of reporting person
Manapouri B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,212,207.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | 82537J108 |
| 1 |
Name of reporting person
Martemanshurk B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NETHERLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,212,207.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
Shoulder Innovations, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1535 Steele Avenue SW, Suite B, Grand Rapids,
MICHIGAN
, 49507. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D filed on August 5, 2025 (as amended, the "Schedule 13D") relating to the Common stock, par value $0.001 per share (the "Common Stock"), of Shoulder Innovations, Inc. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
According to the Issuer's Quarterly Report on Form 10-K filed with the Securities and Exchange Commission on May 13, 2026, as of May 6, 2026, there were 20,738,226 shares of the Issuer's Common Stock outstanding.
Gilde Healthcare is the record holder of an aggregate of 2,212,207 shares of Common Stock, which represents beneficial ownership of approximately 10.7% of the outstanding shares of Common Stock.
GHCVM, as the manager of Gilde Healthcare, has the power to vote and dispose of securities held by Gilde Healthcare and may be deemed to beneficially own the securities held of record by Gilde Healthcare. GHCVM is owned by GHH. The managing partners of GHH are Manapouri B.V. and Martemanshurk B.V.
As a result, each of the Reporting Persons may beneficially own an aggregate of 2,212,207 shares of Common Stock, or approximately 10.7% of the outstanding Common Stock. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following:
The following transactions were effected by the Reporting Persons during the past 60 days.
On July 30, 2026, 28,245 shares of Common Stock were sold at a weighted average price per share of $23.36, in multiple trades ranging from $23.00 to $23.73 per share.
On July 31, 2026, 20,034 shares of Common Stock were sold at a weighted average price per share of $22.73, in multiple trades ranging from $22.60 to $23.00 per share.
On August 3, 2026, 10,751 shares of Common Stock were sold at a weighted average price per share of $22.71, in multiple trades ranging from $22.60 to $23.05 per share.
On August 4, 2026, 99,812 shares of Common Stock were sold at a weighted average price per share of $22.77, in multiple trades ranging from $22.60 to $23.04 per share.
On August 5, 2026, 7,338 shares of Common Stock were sold at a weighted average price per share of $22.64, in multiple trades ranging from $22.60 to $23.00 per share.
On August 6, 2026, 2,095 shares of Common Stock were sold at a price of $22.60 per share. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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