3 unchanged sentences
Insider trading arrangements.
−Removed: During the three months ended September 30, 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, except as follows:
−Removed: On May 31, 2024, Mr.
−Removed: Greg Odle , the Company's President of Scoliosis, adopted a trading
−Removed: plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
−Removed: The plan provides for the sale of up to 7,500 shares of the Company's common stock.
−Removed: The plan has an effective date of August 29, 2024 and will terminate on August 28, 2025 , subject to early termination for certain specified events set forth in the plan.
+Added: During the three months ended March 31, 2025, 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.
The following exhibits are included within this Report or incorporated herein by reference.
−Removed: Share Purchase Agreement, dated April 1, 2020, by and among OrthoPediatrics Corp., ApiFix Ltd.
−Removed: (“ApiFix”), certain controlling shareholders of ApiFix, and the sellers’ representative named therein (Incorporated by reference to Exhibit 2.1 of registrant's Form 8-K filed on April 1, 2020) (SEC File No.
−Removed: Agreement and Plan of Merger, dated April 1, 2022, by and among OrthoPediatrics Corp., OrthoPediatrics Iowa Holdco, Inc., Mitchell Designs, Inc.
−Removed: (“Designs”), and John Mitchell, the sole shareholder of Designs (Incorporated by reference to Exhibit 10.1 of registrant's Form 8-K filed on April 4, 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 May 1, 2023) (SEC File No.
4 unchanged sentences
Amended and Restated Bylaws of OrthoPediatrics Corp.
−Removed: (Incorporated by reference to Exhibit 3.
−Removed: 1 of registrant's Form 8-K filed on November 8, 2023) (SEC File No.
+Added: (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.
6 unchanged sentences
1 of registrant’s Form 8-K filed on August 12, 2024 (SEC File No.
−Removed: Form of 4.75% Convertible Senior Notes due February 15, 2030 (incorporated by reference to Exhibit 4.1 of registrant’s Form 8-K filed on August 12, 2024 (SEC File No.
+Added: Form of 4.75% Convertible Senior Notes due February 15, 2030 (incorporated by reference to Exhibit 4.
+Added: 2 of registrant’s Form 8-K filed on August 12, 2024 (SEC File No.
OrthoPediatrics Corp.
−Removed: Non-Employee Director Compensation Policy, effective January 1, 2023 (Incorporated by reference to Exhibit 10.1 of registrant’s Form 8-K filed on May 1, 2023) (SEC File No.
+Added: Non-Employee Director Compensation Policy, effective May 6, 2025
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 January 2, 2024 (SEC File No.
3 unchanged sentences
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.
−Removed: Employment Agreement, by and between David R.
−Removed: 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.
−Removed: Employment Agreement, by and between Fred L.
−Removed: 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.
−Removed: Employment Agreement, by and between Gregory A.
−Removed: 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.
−Removed: Employment Agreement, by and between Daniel J.
−Removed: 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.
−Removed: Employment Agreement, by and between Joseph W.
−Removed: 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.
−Removed: + OrthoPediatrics Corp.
−Removed: Non-Employee Director Compensation Policy, effective August 8, 2024.
+ Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
17 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: November 7, 2024 By:
+Added: May 8, 2025 By:
President and Chief Executive Officer
(Principal Executive Officer)
−Removed: November 7, 2024 By:
+Added: May 8, 2025 By:
Chief Financial Officer and Chief Operating Officer
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.