Sec Form 13G Filing - cultivate(MD) Holdings, LLC @ Shoulder Innovations, Inc.

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

SHOULDER INNOVATIONS, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

82537J108

(CUSIP Number)

09/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

82537J108

Names of Reporting Persons

cultivate(MD) Holdings, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,363,394.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,363,394.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,363,394.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.7 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

82537J108

Names of Reporting Persons

Blue David Lawrence

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,363,394.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,363,394.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,363,394.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.7 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

82537J108

Names of Reporting Persons

Ahearn Matthew Fraser

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,363,394.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,363,394.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,363,394.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.7 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

82537J108

Names of Reporting Persons

Ball Robert Joseph

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,363,394.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,363,394.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,363,394.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.7 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

82537J108

Names of Reporting Persons

Churchill R. Sean

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,363,394.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,363,394.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,363,394.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

6.7 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

SHOULDER INNOVATIONS, INC.

(b)

Address of issuer's principal executive offices:

1535 Steele Avenue SW, Suite B, Grand Rapids, MICHIGAN, 49507.

Item 2.

(a)

Name of person filing:

The names of the persons filing this report (collectively, the "Reporting Persons") are: cultivate(MD) Holdings, LLC, David Lawrence Blue, Matthew Fraser Ahearn, Robert Joseph Ball, and R. Sean Churchill

(b)

Address or principal business office or, if none, residence:

2851 Charlevoix Drive SE, Suite 327, Grand Rapids, MI 49546

(c)

Citizenship:

cultivate(MD) Holdings, LLC: Delaware David Lawrence Blue: United States Matthew Fraser Ahearn: United States Robert Joseph Ball: United States R. Sean Churchill: United States

(d)

Title of class of securities:

Common Stock, par value $0.001 per share

(e)

CUSIP No.:

82537J108

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

1,363,394 (Includes: (i) 185,623 shares of Common Stock held by Cultivate MD Capital Fund I, LLC ("CMD I"); (ii) 309,948 shares of Common Stock held by Cultivate MD Capital Fund II, LP ("CMD II"); (iii) 592 ,585 shares of Common Stock held by Genesis Investment Holdings; and (iv) 275,238 shares of Common Stock held by cultivate(MD) Capital Accelerator Fund, L.P. ("CMD Accelerator"). cultivate(MD) Holdings, LLC is the general partner or manager of CMD I, CMD II, Genesis Investment Holdings and CMD Accelerator and has sole voting and dispositive power with respect to the shares held by CMD I, CMD II, Genesis Investment Holdings and CMD Accelerator. Each of David Lawrence Blue, Matthew Fraser Ahearn, and Robert Joseph Ball are directors, and R. Sean Churchill is a managing director, of cultivate(MD) Holdings, LLC and share voting and dispositive power with respect to the shares held of record by CMD I, CMD II, Genesis Investment Holdings and CMD Accelerator. Each of such directors and the managing director disclaims beneficial ownership of such holdings, except to the extent of his pecuniary interest in the shares).

(b)

Percent of class:

6.7% %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

(ii) Shared power to vote or to direct the vote:

1,363,394 (Includes: (i) 185,623 shares of Common Stock held by CMD I; (ii) 309,948 shares of Common Stock held by CMD II; (iii) 592,585 shares of Common Stock held by Genesis Investment Holdings; and (iv) 275,238 shares of Common Stock held by CMD Accelerator. cultivate(MD) Holdings, LLC is the general partner or manager of CMD I, CMD II, Genesis Investment Holdings and CMD Accelerator and has sole voting and dispositive power with respect to the shares held by CMD I, CMD II, Genesis Investment Holdings and CMD Accelerator. Each of David Lawrence Blue, Matthew Fraser Ahearn, and Robert Joseph Ball are directors, and R. Sean Churchill is a managing director, of cultivate(MD) Holdings, LLC and share voting and dispositive power with respect to the shares held of record by CMD I, CMD II, Genesis Investment Holdings and CMD Accelerator. Each of such directors and the managing director disclaims beneficial ownership of such holdings, except to the extent of his pecuniary interest in the shares).

(iii) Sole power to dispose or to direct the disposition of:

(iv) Shared power to dispose or to direct the disposition of:

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

Not Applicable

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.

cultivate(MD) Holdings, LLC

Signature:	/s/ R. Sean Churchill
Name/Title:	Managing Director
Date:	11/12/2025

Blue David Lawrence

Signature:	/s/ David Lawrence Blue
Name/Title:	Self
Date:	11/12/2025

Ahearn Matthew Fraser

Signature:	/s/ Matthew Fraser Ahearn
Name/Title:	Self
Date:	11/12/2025

Ball Robert Joseph

Signature:	/s/ Robert Joseph Ball
Name/Title:	Self
Date:	11/12/2025

Churchill R. Sean

Signature:	/s/ R. Sean Churchill
Name/Title:	Self
Date:	11/12/2025

Exhibit Information

Exhibit 99.1 - Joint Filing Agreement, dated November 12, 2025, by and among the Reporting Persons (filed herewith).

primary_doc.xml

Sec Form 13G Filing - cultivate(MD) Holdings, LLC filing for - 2025-11-12