What changed in this filing

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Item 9A. Controls and Procedures

2025-03-05 compared with 2024-03-08 · 36 added, 19 removed, 123 unchanged (31% of the section changed)

14 unchanged sentences

However, these inherent limitations are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Therefore, it is possible to design into the process safeguards to

reduce, though not eliminate, this risk.

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the company.

1 unchanged sentence

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2024.

We have excluded from the scope of our assessment of internal control over financial reporting the operations and related assets of Boston O&P which we acquired on January 5, 2024.

At December 31, 2024 and for the period from acquisition through December 31, 2024, total assets and total revenues subject to Boston O&P's internal control over financial reporting represented 8% and 16% of the Company's consolidated total assets and total revenues as of and for the year ended December 31, 2024.

Based on its assessment, management believes that, as of December 31, 2024, the Company's internal control over financial reporting is effective based on those criteria.

There has been no other changes in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

1 unchanged sentence

OTHER INFORMATION

(a) Information required to be disclosed in a report on Form 8-K.

(b) Insider Trading Arrangements.

During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

40 unchanged sentences

(Incorporated by reference to Exhibit 2.1 of registrant's Form 8-K filed on June 14, 2022) (SEC File No.

Membership Interest Purchase Agreement, dated May 1, 2023, by and among OrthoPediatrics Corp., Kevin Unger, DINZE LLC, and the sole member of DINZE LLC (Incorporated by reference to Exhibit 2.1 of registrant’s Form 8-K filed on January 8, 2024) (SEC File No.

Stock Purchase Agreement, dated January 5, 2024, by and among OrthoPediatrics Corp., Boston Brace International, Inc., GreatBanc Trust Company, solely in its capacity as trustee of the Boston Brace International, Inc.

Employee Stock Ownership Trust, the Selling Equityholders (as defined therein), and Thomas Morrissey, solely in his capacity as Sellers’ Representative (Incorporated by reference to Exhibit 2.1 of registrant’s Form 8-K filed on January 8, 2024) (SEC File No.

Amended and Restated Certificate of Incorporation of OrthoPediatrics Corp.

1 unchanged sentence

Amended and Restated Bylaws of OrthoPediatrics Corp.

(Incorporated by reference to Exhibit 3.2 of registrant's Form 8-K filed on October 16, 2017) (SEC File No.

(Incorporated by reference to Exhibit 3.

1 of registrant's Form 8-K filed on November 8, 2023) (SEC File No.

Specimen stock certificate evidencing the shares of common stock (Incorporated by reference to Exhibit 4.1 of registrant's Amendment No.

5 unchanged sentences

registered pursuant to Section 12 of the Exchange Act

Indenture, dated as of August 12, 2024, between OrthoPediatrics Corp.

Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.1 of registrant’s Form 8-K filed on August 12, 2024) (SEC File No.

Form of 4.75% Convertible Senior Notes due February 15, 2030 (Incorporated by reference to Exhibit 4.2 of registrant’s Form 8-K filed on August 12, 2024) (SEC File No.

Form of Director and Executive Officer Indemnification and Advancement Agreement (Incorporated by reference to Exhibit 10.1 of registrant's Amendment No.

6 unchanged sentences

* OrthoPediatrics Corp.

Non-Employee Director Compensation Policy, effective January 1, 2022 (Incorporated by reference to Exhibit 10.1 of registrant's Form 8-K filed on November 4, 2021) (SEC File No.

* Employment Agreement, by and between the registrant and Fred L.

Hite, dated as of February 1, 2015 (Incorporated by reference to Exhibit 10.6 of registrant's Form S-1 filed on June 16, 2016) (SEC File No.

* Employment Agreement, by and between the registrant and David R.

Bailey, dated as of July 31, 2014 (Incorporated by reference to Exhibit 10.7 of registrant's Form S-1 filed on June 16, 2016) (SEC File No.

* Employment Agreement, by and between the registrant and Gregory A.

Odle, dated as of July 31, 2014 (Incorporated by reference to Exhibit 10.8 of registrant's Form S-1 filed on June 16, 2016) (SEC File No.

* Employment Agreement, by and between the registrant and Daniel J.

Gerritzen, dated as of July 31, 2014 (Incorporated by reference to Exhibit 10.9 of registrant's Form S-1 filed on June 16, 2016) (SEC File No.

* Employment Agreement, by and between the registrant and Joseph W.

Hauser, dated as of March 1, 2022 (Incorporated by reference to Exhibit 10.5 of registrant's Form 10-Q filed on May 5, 2022) (SEC File No.

Non-Employee Director Compensation Policy, effective August 8, 2024 (incorporated by reference to Exhibit 10.10 of registrant’s Form 10-Q filed on November 7, 2024 (SEC File No.

* Employment Agreement, by and between Fred L.

Hite and OrthoPediatrics Corp., dated as of October 15, 2024 (incorporated by reference to Exhibit 10.2 of registrant’s Form 8-K filed on October 18, 2024 (SEC File No.

* Employment Agreement, by and between David R.

Bailey and OrthoPediatrics Corp., dated as of October 15, 2024 (incorporated by reference to Exhibit 10.1 of registrant’s Form 8-K filed on October 18, 2024 (SEC File No.

* Employment Agreement, by and between Gregory A.

Odle and OrthoPediatrics Corp., dated as of October 15, 2024 (incorporated by reference to Exhibit 10.3 of registrant’s Form 8-K filed on October 18, 2024 (SEC File No.

* Employment Agreement, by and between Daniel J.

Gerritzen and OrthoPediatrics Corp., dated as of October 15, 2024 (incorporated by reference to Exhibit 10.4 of registrant’s Form 8-K filed on October 18, 2024 (SEC File No.

* Employment Agreement, by and between Joseph W.

Hauser and OrthoPediatrics Corp., dated as of October 15, 2024 (incorporated by reference to Exhibit 10.5 of registrant’s Form 8-K filed on October 18, 2024 (SEC File No.

* Form of OrthoPediatrics Corp.

5 unchanged sentences

Fourth Amendment to the Fourth Amended and Restated Loan Agreement, dated as of June 13, 2022, by and among OrthoPediatrics Corp., its subsidiaries named therein and Squadron Capital LLC (Incorporated by reference to Exhibit 10.1 of registrant's Form 8-K filed on June 15, 2022) (SEC File No.

Fifth Amendment to the Fourth Amended and Restated Loan Agreement, dated as of November 15, 2022, by and among OrthoPediatrics Corp., its subsidiaries named therein and Squadron Capital LLC (Incorporated by reference to Ex hibit 10.16 of registra nt's Form 10-K filed on March 1, 2023) (SEC F ile N o.

Fifth Amendment to the Fourth Amended and Restated Loan Agreement, dated as of November 15, 2022, by and among OrthoPediatrics Corp., its subsidiaries named therein and Squadron Capital LLC (Incorporated by reference to Exhibit 10.16 of registrant's Form 10-K filed on March 1, 2023) (SEC File No.

Second Amended and Restated Revolving Note, dated June 13, 2022, made payable, jointly and severally, by OrthoPediatrics Corp.

and each of its subsidiaries party thereto (Incorporated by reference to Exhibit 10.2 of registrant's Form 8-K filed on June 15, 2022) (SEC File No.

Credit, Security and Guaranty Agreement, dated December 29, 2023, by and among OrthoPediatrics Corp., MidCap Financial Trust, and other parties named therein (Incorporated by reference to Exhibit 10.1 of registra nt 's F orm 8-K filed on December 2, 2024) (SEC File No.

Credit, Security and Guaranty Agreement, dated December 29, 2023, by and among OrthoPediatrics Corp., MidCap Financial Trust, and other parties named therein (Incorporated by reference to Exhibit 10.1 of registrant's Form 8-K filed on December 2, 2024) (SEC File No.

Credit Agreement and Guaranty, dated as of August 5, 2024, by and among OrthoPediatrics Corp.

and its wholly owned domestic subsidiaries, as borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Wilmington Trust, National Association, as agent (Incorporated by reference to Exhibit 10.1 of registrant’s Form 8-K filed on August 5, 2024) (SEC File No.

Purchase Agreement, dated August 5, 2024, by and between OrthoPediatrics Corp.

and Braidwell Transaction Holdings LLC – Series 10 (Incorporated by reference to Exhibit 10.2 of registrant’s Form 8-K filed on August 5, 2024) (SEC File No.

+ Insider Trading Compliance Policy of OrthoPediatrics Corp.

+ Subsidiaries of the registrant

5 unchanged sentences

++ Certifications of Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

+ OrthoPediatrics Clawback Policy

Orthopediatrics Clawback Policy (incorporated by reference to Exhibit 97 of registrant’s Form 10-K filed on March 8, 2024 (SEC File No.

101.INS + Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)

22 unchanged sentences

Jimmy McDonald

* By Daniel J.

Gerritzen as Attorney-in Fact pursuant to a Limited Power of Attorney executed by the directors identified above, which Power of Attorney is being filed with the Securities and Exchange Commission as an exhibit hereto.

/s/ Daniel J.

* By Fred Hite as Attorney-in Fact pursuant to a Limited Power of Attorney executed by the directors identified above, which Power of Attorney is being filed with the Securities and Exchange Commission as an exhibit hereto.

As Attorney-in-Fact

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures