What changed in this filing

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Item 1. Financial Statements

2025-10-29 compared with 2025-08-06 · 118 added, 97 removed, 507 unchanged (30% of the section changed)

3 unchanged sentences

(In Thousands, Except Share Data)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

36 unchanged sentences

50,000,000 shares authorized;

25,072,502 shares and 24,217,508 shares issued as of June 30, 2025 and December 31, 2024, respectively

25,077,330 shares and 24,217,508 shares issued as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 618,041 600,897

7 unchanged sentences

(In Thousands, Except Share and Per Share Data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

General and administrative 29,155 26,299 89,878 78,358

Intangible asset impairment 2,268 — 2,268 —

Restructuring 2,294 — 5,305 —

2 unchanged sentences

Operating loss ( 9,428 ) ( 5,566 ) ( 31,066 ) ( 20,955 )

Other (income) expense:

Other expense (income):

Interest expense, net 1,822 404 4,064 1,302

Other (income) expense ( 4,709 ) 120 ( 6,353 ) 96

Total other (income) expense, net ( 3,593 ) 381 ( 4,111 ) 994

Loss on early extinguishment of debt — 3,230 — 3,230

Other expense (income) 648 ( 63 ) ( 5,705 ) 33

Total other expense (income), net 2,470 3,571 ( 1,641 ) 4,565

Net loss before income taxes $ ( 11,898 ) $ ( 9,137 ) $ ( 29,425 ) $ ( 25,520 )

Income tax charge (benefit) 49 ( 18 ) 245 ( 2,549 )

Income tax (benefit) charge ( 125 ) ( 1,218 ) 120 ( 3,767 )

Net loss $ ( 11,773 ) $ ( 7,919 ) $ ( 29,545 ) $ ( 21,753 )

7 unchanged sentences

(Unaudited) (In Thousands)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

3 unchanged sentences

Unrealized gain on short-term investments 112 — 208 109

Adjustment for realized gains (losses) 18 — 25 ( 118 )

Adjustment for realized losses ( 26 ) — ( 1 ) ( 118 )

Other comprehensive gain (loss), net of tax 1,317 3,623 7,144 ( 1,075 )

4 unchanged sentences

(In Thousands, Except Share Data)

Three and Six Months Ended June 30, 2025

Three and Nine Months Ended September 30, 2025

Additional Other Total

14 unchanged sentences

Balance at June 30, 2025 25,072,502 $ 6 $ 613,790 $ ( 253,336 ) $ ( 4,946 ) $ 355,514

Net loss — — — ( 11,773 ) — ( 11,773 )

Other comprehensive gain — — — — 1,317 1,317

Restricted stock 4,828 — 4,251 — — 4,251

Balance at September 30, 2025 25,077,330 $ 6 $ 618,041 $ ( 265,109 ) $ ( 3,629 ) $ 349,309

See notes to condensed consolidated financial statements.

2 unchanged sentences

(In Thousands, Except Share Data)

Three and Six Months Ended June 30, 2024

Three and Nine Months Ended September 30, 2024

Additional Other Total

12 unchanged sentences

Balance at June 30, 2024 24,216,738 $ 6 $ 593,087 $ ( 211,576 ) $ ( 10,224 ) $ 371,293

Net loss — — — ( 7,919 ) — ( 7,919 )

Other comprehensive gain — — — — 3,623 3,623

Restricted stock ( 2,692 ) — 3,922 — — 3,922

Balance at September 30, 2024 24,214,046 $ 6 $ 597,009 $ ( 219,495 ) $ ( 6,601 ) $ 370,919

See notes to condensed consolidated financial statements.

2 unchanged sentences

(Unaudited) (In Thousands)

Six Months Ended

Nine Months Ended

September 30,

OPERATING ACTIVITIES

1 unchanged sentence

Adjustments to reconcile net loss to net cash used in operating activities:

Goodwill and other intangible asset impairments 4,163 —

Depreciation and amortization 15,517 15,087

Stock-based compensation 13,362 9,660

Loss on early extinguishment of debt — 3,230

Accretion of acquisition installment payable 105 599

11 unchanged sentences

Acquisition of Boston O&P, net of cash acquired — ( 20,225 )

Clinic acquisition, net of cash acquired ( 320 ) —

Acquisitions, net of cash acquired ( 8,852 ) ( 475 )

Sale of short-term marketable securities — 49,855

Investment in private companies ( 2,007 ) ( 380 )

Purchase of short-term marketable securities ( 15,000 ) ( 25,000 )

Purchases of property and equipment ( 10,511 ) ( 14,525 )

Net cash (used in) provided by investing activities ( 9,532 ) 16,018

Net cash used in investing activities ( 36,370 ) ( 10,750 )

FINANCING ACTIVITIES

2 unchanged sentences

Payment of debt issuance costs — ( 3,085 )

Payment on debt — ( 12,231 )

Installment payment for ApiFix — ( 2,250 )

1 unchanged sentence

Payments on clinic acquisition notes ( 489 ) ( 928 )

Net cash provided by (used in) financing activities 24,674 ( 4,842 )

Net cash provided by financing activities 24,392 53,676

Effect of exchange rate changes on cash, cash equivalents and restricted cash 284 153

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 828 ( 2,137 )

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 26,893 ) 20,018

Cash, cash equivalents and restricted cash, beginning of year $ 45,777 $ 33,027

15 unchanged sentences

NOTE 1 – BUSINESS

OrthoPediatrics Corp., a Delaware corporation, is a medical device company committed to designing, developing and marketing anatomically appropriate implants, instruments and specialized braces for children with orthopedic conditions, giving pediatric orthopedic surgeons and caregivers the ability to treat children with technologies specifically designed to meet their needs, including PediLoc ® , PediPlates ® , Cannulated Screws, PediFlex TM nail, PediNail TM , PediLoc ® Tibia, ACL Reconstruction System, Locking Cannulated Blade, Locking Proximal Femur, Spica Tables, RESPONSE TM Spine, BandLoc TM , Pediatric Nailing Platform | Femur, Devise Rail, Orthex ® , The Fassier-Duval Telescopic Intramedullary System ® , SLIM TM Nail, The GAP Nail TM , The Free Gliding SCFE Screw System TM , GIRO TM Growth Modulation System, PNP Tibia System, ApiFix ® Mid-C System and Mitchell Ponseti ® and Boston Brace 3D ® specialized bracing products to various hospitals and medical facilities throughout the United States and various international markets.

OrthoPediatrics Corp., a Delaware corporation, is a medical device company committed to designing, developing and marketing anatomically appropriate implants, instruments and specialized braces for children with orthopedic conditions, giving pediatric orthopedic surgeons and caregivers the ability to treat children with technologies specifically designed to meet their needs, including PediLoc ® , PediPlates ® , Cannulated Screws, PediFlex TM nail, PediNail TM , PediLoc ® Tibia, ACL Reconstruction System, Locking Cannulated Blade, Locking Proximal Femur, Spica Tables, RESPONSE TM Spine, BandLoc TM , Pediatric Nailing Platform | Femur, Devise Rail, Orthex ® , The Fassier-Duval Telescopic Intramedullary System ® , SLIM TM Nail, The GAP Nail TM , The Free Gliding SCFE Screw System TM , GIRO TM Growth Modulation System, PNP Tibia System, ApiFix ® Mid-C System, Mitchell Ponseti ® , VerteGlide TM , and Boston Brace 3D ® specialized bracing products to various hospitals and medical facilities throughout the United States and various international markets.

We currently use a contract manufacturing model for the manufacturing of implants and related surgical instrumentation while our orthopedic bracing products are manufactured in-house.

15 unchanged sentences

The results of

operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full fiscal year or for any other period.

operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full fiscal year or for any other period.

The accompanying condensed consolidated financial statements have been prepared assuming our Company will continue as a going concern.

We have experienced recurring losses from operations since our inception and had an accumulated deficit of $ 253,336 and $ 235,564 as of June 30, 2025 and December 31, 2024, respectively.

We have experienced recurring losses from operations since our inception and had an accumulated deficit of $ 265,109 and $ 235,564 as of September 30, 2025 and December 31, 2024, respectively.

Management continues to monitor cash flows and liquidity on a regular basis.

We believe that our cash balance at June 30, 2025 and expected cash flows from operations for the next twelve months subsequent to the issuance of the accompanying condensed consolidated financial statements, are sufficient to enable us to maintain current and essential planned operations for more than the next twelve months.

We believe that our cash balance at September 30, 2025 and expected cash flows from operations for the next twelve months subsequent to the issuance of the accompanying condensed consolidated financial statements, are sufficient to enable us to maintain current and essential planned operations for more than the next twelve months.

Use of Estimates

52 unchanged sentences

known as of the date of the Amendment, the share-settled liability is being recorded on a straight-line basis over the service period as additional stock-based compensation expense.

During the six months ended June 30, 2025, we paid the second anniversary payment by issuing 10,830 unregistered shares of our common stock approximating $ 226 to one of the sellers, which reduced the amount of the acquisition installment payable on our condensed consolidated balance sheet.

During the nine months ended September 30, 2025, we paid the second anniversary payment by issuing 10,830 unregistered shares of our common stock approximating $ 226 to one of the sellers, which reduced the amount of the acquisition installment payable on our condensed consolidated balance sheet.

In addition, we issued 97,467 unregistered shares of our common stock, approximately $ 1,250 in value, of which 50 % had previously been recognized as stock-based compensation expense in the post-combination consolidated financial statements, and the other 50 % had been recorded within the acquisition installment payable on the condensed consolidated balance sheet.

We also recorded a capital contribution for $ 2,026 upon execution of the Amendment, which represented the present value of the fixed cash payments that would be paid at the third and fourth anniversary dates, and derecognized the related acquisition installment payable which had previously been recorded on our condensed consolidated balance sheet.

The present value of the remaining acquisition installment payable is $ 485 as of June 30, 2025, of which $ 237 is recorded as a current liability

As of September 30, 2025, the Company has recorded a share-settled liability of $ 1,408 related to the Amendment, of which $ 1,181 is recorded as a current liability.

Boston Brace International, Inc.

33 unchanged sentences

In 2025, Boston O&P purchased all the issued and outstanding membership interest or acquired the assets of multiple orthotic and prosthetic device clinics.

Total consideration for all O&P clinics acquired through June 30, 2025 was approximately $ 475 , which comprised of $ 325 of cash and promissory notes

in the original principal amount of $ 150 payable in installments with an interest rate of 4.0 % per annum.

Total consideration for all O&P clinics acquired through September 30, 2025 was approximately $ 6,020 , which comprised of $ 4,715 of cash and

promissory notes in the original principal amount of $ 1,305 , with a weighted average interest rate of 4.9 % per annum.

The sellers may also be entitled to an earnout of up to $ 1,125 , if gross revenues exceed a threshold in the first year after closing.

The sellers promissory note may also be subject to adjustments if gross revenue targets are not achieved in the first year after closing.

We allocated $ 1,366 to customer relationship intangible assets and $ 4,210 to goodwill, and the rest to net working capital and other assets acquired and liabilities assumed.

The allocation of the purchase price is considered preliminary.

In July 2025, OP EU B.V., a wholly-owned Netherlands based subsidiary of the Company, entered into a stock purchase agreement related to orthotic and prosthetic device clinics located in Ireland.

The Company paid 1,500 Euro in total consideration for the stock, which was comprised of 1,200 Euro of cash and a promissory note in the original principal amount of 300 Euro payable in two annual installments with interest at the rate of 4.0 % per annum.

The sellers promissory note may be subject to adjustments if net sales targets are not achieved.

The allocation of the purchase price is considered preliminary.

OrthoPediatrics EU Limited

In August 2025, OrthoPediatrics EU Limited, a wholly-owned UK based subsidiary of the Company, entered into a stock purchase agreement related to a designer and manufacturer of clubfoot bracing located in the UK.

The Company paid a purchase price of 3,400 GBP for the stock, for a total consideration, net of cash received of 3,138 GBP, which was comprised of 2,300 GBP of cash and a promissory note in the original principal amount of 1,100 GBP payable in ten quarterly installments with interest at the rate of 5.0 % per annum.

We allocated 463 GBP to customer relationship intangible assets, 564 GBP to trademarks, 151 GBP to goodwill and the rest to net working capital and other assets acquired and liabilities assumed.

The allocation of the purchase price is considered preliminary.

NOTE 4 - GOODWILL AND INTANGIBLE ASSETS

Changes in the carrying amount of goodwill for the six months ended June 30, 2025 were as follows:

Changes in the carrying amount of goodwill for the nine months ended September 30, 2025 were as follows:

Goodwill at January 1, 2025 $ 93,844

Clinic acquisitions 314

Clinic and other acquisitions 5,787

Boston O&P measurement period adjustment 233

Goodwill impairment ( 1,874 )

Foreign currency translation impact 5,623

Goodwill at June 30, 2025

Goodwill at September 30, 2025

Management made the decision to exit its regulatory consulting business, performed by Telos Partners, LLC ("Telos") in the third quarter of 2025, resulting in a write-off of its entire goodwill balance.

This goodwill impairment charge was recorded within Restructuring within our condensed consolidated statement of operations.

Intangible Assets

As of June 30, 2025, the balances of amortizable intangible assets were as follows:

As of September 30, 2025, the balances of amortizable intangible assets were as follows:

Weighted-Average Amortization Period Gross Intangible Assets Accumulated Amortization Net Intangible Assets

12 unchanged sentences

Licenses are tied to product launches and do not begin amortizing until the product is launched to the market.

Trademarks are non-amortizing intangible assets which were $ 17,082 and $ 16,752 as of June 30, 2025 and December 31, 2024, respectively.

Due to management's decision to exit its Telos regulatory consulting business, it was determined to fully write-off any remaining customer relationship intangible asset.

We recorded an impairment charge of $ 0.4 million as of September 30, 2025.

Trademarks are non-amortizing intangible assets which were $ 15,941 and $ 16,752 as of September 30, 2025 and December 31, 2024, respectively.

Trademarks are recorded in Other intangible assets on the condensed consolidated balance sheets.

The change in balance during the six months ended June 30, 2025 was driven by foreign currency translation adjustments.

During 2024, management determined that a triggering event occurred, indicating that it was more likely than not the fair value of the ApiFix trademark asset was less than the carrying value.

As such, the Company completed a quantitative analysis whereby we determined the fair value of the ApiFix trademark

asset was below the carrying value.

We recorded an impairment charge of $ 1,836 for the year ended December 31, 2024 to reduce the carrying amount of the intangible asset to its estimated fair value.

The change in balance during the nine months ended September 30, 2025 was primarily driven by impairment charges related to our ApiFix Ltd.

("ApiFix"), MedTech and Telos trademark assets.

During 2025 and 2024, management completed a quantitative analysis whereby we determined the fair value of certain of our trademark assets were below their respective carrying values.

We recorded an impairment charge of $ 1,879 and $ 1,836 as of September 30, 2025 and December 31, 2024, respectively, to reduce the carrying amount of the intangible assets to their estimated fair value.

NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS

6 unchanged sentences

Generally, these fair value measures are model-based valuation techniques such as discounted cash flows, and are based on the best information available, including our own data.

The following table summarizes the assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024.

June 30, 2025

The following table summarizes the assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024.

September 30, 2025

Level 1 Level 2 Level 3 Total

21 unchanged sentences

Long-term debt consisted of the following as of the dates indicated:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Term loan and final payment $ 51,000 $ 25,500

18 unchanged sentences

The Term Loan Agreement includes customary conditions to borrowing, representations and warranties and covenants, including affirmative covenants and negative covenants that restrict the Credit Parties’ and their subsidiaries’ ability to, among other things, incur indebtedness, grant liens, merge or consolidate, make investments, dispose of assets, make acquisitions, pay dividends or make distributions, repurchase stock and enter into certain transactions with affiliates, in each case subject to certain exceptions.

The Term Loan Agreement also has financial covenants requiring the Credit Parties to (i) maintain at all times unrestricted cash held in US accounts subject to Lenders’ first priority lien equal to at least 25 % of the aggregate principal amount of any outstanding Term Loans and (ii) maintain certain minimum net product sales over a trailing twelve month period as set forth therein.

The Term Loan Agreement also has financial covenants requiring the Credit Parties to (i) maintain at all times unrestricted cash held in US accounts subject to Lenders’ first priority lien equal to

at least 25 % of the aggregate principal amount of any outstanding Term Loans and (ii) maintain certain minimum net product sales over a trailing twelve month period as set forth therein.

The Term Loan Agreement also contains customary events of default, including among other things, the Credit Parties’ failure to make any principal or interest payments when due, the occurrence of certain bankruptcy or insolvency events, or the Credit Parties’ breach of the covenants under the Term Loan Agreement.

16 unchanged sentences

In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Notes are redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after February 21, 2028 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if (i) the Notes are Freely Tradable (as defined in the Indenture) and any accrued and unpaid additional interest pursuant to the Notes has been paid as of the redemption date, and (ii) the last reported sale price per share of the Company’s common stock exceeds 140 % of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice;

whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice;

and (2) the trading day immediately before the date the Company sends such notice.

34 unchanged sentences

monthly principal and interest installments of $ 16 with interest compounded at 5 % unt il maturity in 2028, at which time a final payment of remaining principal and interest is due.

At June 30, 2025, the mortgage balance was $ 532 of which current principal of $ 164 was included in the current portion of long-term debt.

At September 30, 2025, the mortgage balance was $ 492 of which current principal of $ 166 was included in the current portion of long-term debt.

As of December 31, 2024, the mortgage balance was $ 611 of which current principal due of $ 160 was included in the current portion of long-term debt.

and $ 421 for the three months ended June 30, 2025 and 2024, respectively, and $ 2,552 and $ 760 for the six months ended June 30, 2025 and 2024, respectively.

The aggregate interest expense relating to the mortgage note payable to Tawani Enterprises Inc., the term loan with MidCap, the term loan with Braidwell, and the convertible note with Braidwell, was $ 2,003 and $ 945 for the three months ended September 30, 2025 and 2024, respectively, and $ 4,555 and $ 1,705 for the nine months ended September 30, 2025 and 2024, respectively.

NOTE 7 - INCOME TAXES

1 unchanged sentence

The income tax provision or benefit is computed by multiplying the estimated annual effective tax rate by the year-to-date pre-tax book income (loss).

For the six months ended June 30, 2025, the income tax charge was $ 245 compared to a tax benefit of $ 2,549 for the six months ended June 30, 2024.

Our effective income tax rate was ( 1.4 )% and 15.6 % for the six months ended June 30, 2025 and 2024, respectively.

For the nine months ended September 30, 2025, the income tax charge was $ 120 compared to a tax benefit of $ 3,767 for the nine months ended September 30, 2024.

Our effective income tax rate was ( 0.4 )% and 14.8 % for the nine months ended September 30, 2025 and 2024, respectively.

The lower effective rate compared to the prior period is from the remeasurement of the valuation allowance subsequent to recording the deferred tax liability as a result of the purchase accounting from the Boston O&P acquisition in the prior year.

The deferred tax assets were fully offset by a valuation allowance at June 30, 2025, with the exception of certain deferred tax liabilities in Canada.

The Company has recorded a tax expense for income generated in Canada during the period ended June 30, 2025.

The deferred tax assets were fully offset by a valuation allowance at September 30, 2025, with the exception of certain deferred tax liabilities in Canada.

The Company has recorded a tax expense for income generated in Canada during the period ended September 30, 2025.

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets.

A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended June 30, 2025.

A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended September 30, 2025.

Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.

On July 4th, 2025, the President signed into law significant federal tax legislation, H.R.1 (the “Tax Reform Act of 2025”).

The legislation includes numerous changes to U.S.

corporate income tax law, including but not limited to:

permanent 100% bonus depreciation for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business interest expense, increased Section 179 expensing limits, changes to the international tax regime, and expanded limitations on the deductibility of executive compensation under IRC Section 162(m).

Most provisions are effective for tax years beginning after December 31, 2024, with certain transition rules and exceptions.

The Company has evaluated the impact of the Tax Reform Act of 2025 and determined the impact to be immaterial to its condensed consolidated financial statements for the period ended September 30, 2025.

NOTE 8 - STOCKHOLDERS’ EQUITY

9 unchanged sentences

Vested ( 212,822 ) ( 9,966 )

Outstanding at June 30, 2025

Outstanding at September 30, 2025

1,508,865 1.7 21,685 1.6

At June 30, 2025, there was $ 26,765 of unrecognized compensation expense remaining related to our service-based restricted stock awards and restricted stock units.

The unrecognized compensation cost is expected to be recognized over a weighted-average period of 1.9 years or earlier upon an elimination of the restriction period as a result of a change in control event.

Stock-based compensation expense on restricted stock amounted to $ 5,252 and $ 2,939 for the three months ended June 30, 2025 and 2024, respectively, and $ 9,111 and $ 5,738 for the six months ended June 30, 2025 and 2024, respectively.

In connection with its approval of the Term Loan Agreement, Purchase Agreement, the Indenture and Notes, on August 2, 2024, the Board of Directors of the Company also approved a stock repurchase program of up to $ 5,000 in aggregate investment of the Company’s outstanding common stock,

contingent upon the closing of the Term Loan and the Notes.

At September 30, 2025, there was $ 22,843 of unrecognized compensation expense remaining related to our service-based restricted stock awards and restricted stock units.

The unrecognized compensation

cost is expected to be recognized over a weighted-average period of 1.7 years or earlier upon an elimination of the restriction period as a result of a change in control event.

Stock-based compensation expense on restricted stock amounted to $ 4,251 and $ 3,922 for the three months ended September 30, 2025 and 2024, respectively, and $ 13,362 and $ 9,660 for the nine months ended September 30, 2025 and 2024, respectively.

The stock repurchases may, at the discretion of management, be made from time to time, through solicited or unsolicited transactions in the open market, in privately negotiated transactions or pursuant to a Rule 10b5-1 plan all as effected in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

The Company is not obligated to purchase any shares under the program, and the program may be discontinued at any time.

No shares have been purchased under this program as of June 30, 2025.

No shares have been purchased under this program as of September 30, 2025.

The dollar limit on repurchases under the program after December 31, 2024 was reduced to $ 250 per annum.

1 unchanged sentence

The following is a reconciliation of basic and diluted net loss per share:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 0 2024

6 unchanged sentences

For the periods presented with a net loss, the weighted average shares outstanding remained consistent between basic and diluted as the effect of any outstanding common stock equivalents would have been anti-dilutive.

The Company had 1,551,951 and 1,068,624 contingently issuable and convertible equity shares excluded from the calculation of diluted net (loss) earnings per share as of June 30, 2025 and 2024, respectively, because their effect would have been anti-dilutive.

The Company had 1,530,550 and 1,068,624 contingently issuable and convertible equity shares excluded from the calculation of diluted net (loss) earnings per share as of September 30, 2025 and 2024, respectively, because their effect would have been anti-dilutive.

The contingently issuable shares discussed in the previous paragraph do not include shares of our common stock associated with our obligation to issue a variable number of our common shares as a result of our acquisition of MedTech.

3 unchanged sentences

Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.

We have one operating and reportable segment, which designs, develops and markets anatomically appropriate implants and devices for children with orthopedic problems.

We have one operating and reportable

segment, which designs, develops and markets anatomically appropriate implants and devices for children with orthopedic problems.

Our chief operating decision-maker, our Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance, accompanied by disaggregated revenue information by product category.

3 unchanged sentences

Product sales attributed to a country or region includes product sales to hospitals, physicians and distributors and is based on the final destination where the products are sold.

No individual customer accounted for more than 10% of total product sales for the three and six months ended June 30, 2025 or 2024.

No individual customer accounted for more than 10% of consolidated accounts receivable as of June 30, 2025 and December 31, 2024.

No individual customer accounted for more than 10% of total product sales for the three and nine months ended September 30, 2025 or 2024.

No individual customer accounted for more than 10% of consolidated accounts receivable as of September 30, 2025 and December 31, 2024.

Product sales by source were as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Product sales by geographic location:

3 unchanged sentences

Total $ 61,250 $ 54,573 $ 174,743 $ 152,060

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Product sales by category:

7 unchanged sentences

Structure Medical is affiliated with Squadron (the Company's largest investor) and a supplier with which we maintain certain long-term agreements.

We made aggregate payments to Structure Medical for inventory purchases of $ 657 and $ 141 for the three months ended June 30, 2025 and 2024, respectively and $ 789 and $ 523 for the six months ended June 30, 2025 and 2024, respectively.

We made aggregate payments to Structure Medical for inventory purchases of $ 1,141 and $ 206 for the three months ended September 30, 2025 and 2024, respectively, and $ 1,930 and $ 729 for the nine months ended September 30, 2025 and 2024, respectively.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Restructuring

In connection with the global restructuring plan that was initiated in the fourth quarter 2024, the Company had recorded a restructuring accrual of $ 2,829 and $ 1,072 as of June 30, 2025 and December 31, 2024 within accrued expenses and other current liabilities on its condensed consolidated balance sheet.

The increased accrual for the three and six months ended June 30, 2025, was due primarily to new severance agreements as part of reducing staff according to the global restructuring plan.

In connection with the global restructuring plan that was initiated in the fourth quarter 2024, the Company had recorded a restructuring accrual of $ 939 and $ 1,072 as of September 30, 2025 and December 31, 2024 within accrued expenses and other current liabilities on its condensed consolidated balance sheet.

The decreased accrual for the three and nine months ended September 30, 2025, was due primarily to fulfilling the obligation under the liability.

Legal Proceedings

22 unchanged sentences

On March 13, 2024, a hearing took place to discuss the status of IMED’s effort to re-initiate arbitration.

Thereafter, on March 25, 2024, the court ordered, if, by April 27, 2024, IMED has not begun arbitration, resolved this case, or substantiated (in the form of an attorney and client declaration) that it has executed an agreement with a litigation funder to pay for arbitration proceedings, to pay the balance due to the subject arbitration association and to re-instate the arbitration, the Court will dismiss this case without prejudice.

balance due to the subject arbitration association and to re-instate the arbitration, the Court will dismiss this case without prejudice.

On April 26, 2024, IMED informed the Court it has executed an agreement with a litigation funder to pay for arbitration proceedings, to pay the balance due to the subject arbitration association, and to reinstate the arbitration, and is in the final stages of resolving the balance due to the subject arbitration association.

1 unchanged sentence

However, contemporaneously, IMED re-initiated arbitration.

Although we believe the Company has strong defenses to the IMED arbitration and we intend to vigorously defend the claims asserted against us, arbitration can involve complex factual and legal

questions, and an adverse resolution of such proceedings could have a material adverse effect on our business, operating results and financial condition.

Although we believe the Company has strong defenses to the IMED arbitration and we intend to vigorously defend the claims asserted against us, arbitration can involve complex factual and legal questions, and an adverse resolution of such proceedings could have a material adverse effect on our business, operating results and financial condition.

Boston O&P Litigation

4 unchanged sentences

The Plaintiffs assert counts of negligence against each individual defendant, lack of informed consent against the physician defendants, failure to warn, breach of warranty and alleged improper use against Boston O&P, and loss of consortium against all defendants.

Trial is currently scheduled to begin in December 2025.

Although we believe Boston O&P has strong defenses to this lawsuit and we intend to vigorously defend the claims asserted against us, litigation can involve complex factual and legal questions, and an adverse resolution of such proceedings could have a material adverse effect on our business, operating results and financial condition.

As part of the Company's purchase of Boston O&P, the selling equityholders of Boston O&P expressly agreed to indemnify the Company for any claims related to this lawsuit pursuant to the Stock Purchase Agreement.

Trial was scheduled to begin in December 2025.

Boston O&P reached a settlement with the Plaintiffs of all claims against Boston O&P and in late July 2025, the Court dismissed Boston O&P from the lawsuit with prejudice.

The settlement amount is expected to be covered by available insurance, and the Company does not anticipate a need to pursue any indemnity claim against the selling equityholders of Boston O&P related to this litigation.

We are not presently a party to any other legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate materially affect our financial position or results of operations or cash flows.

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Additionally, the contract requires future purchase commitments based upon a percentage of historical purchases.

As a result and as of June 30, 2025, the remaining purchase commitments under the agreement was $ 728 for the year ending December 31, 2025 and $ 1,092 future purchase commitments are required for the year ending December 31, 2026.

On July 20, 2021, we entered into an amended license agreement with Mighty Oak Medical, Inc.("Mighty Oak"), resulting in a five-year extension of our exclusive distribution rights of the FIREFLY Technology.

As of September 30, 2025, the Company met its purchase commitment for the year ending December 31, 2025, and $ 1,092 future purchase commitments are required for the year ending December 31, 2026.

On July 20, 2021, we entered into an amended license agreement with Mighty Oak Medical, Inc.

("Mighty Oak"), resulting in a five-year extension of our exclusive distribution rights of the FIREFLY Technology.

As a component of the agreement the Company is required to meet minimum performance metrics, measured by the number of spine procedures in the fiscal year which used the FIREFLY products against the annual requirement in the agreement.

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The Company analyzes its projected achievement of these performance metrics and accrues for any estimated shortfall.

During the six months ended June 30, 2025, the Company recorded an expense of $ 700 based on current estimates.

The Company recorded $ 976 of expense for the six months ended June 30, 2024.

During the nine months ended September 30, 2025, the Company recorded

an expense of $ 960 based on current estimates.

The Company recorded $ 1,200 of expense for the nine months ended September 30, 2024.

On May 15, 2025, the Company issued 55,143 unregistered shares of the Company's common stock to Mighty Oak to satisfy the obligation that existed for past unmet minimum performance metrics.

As of June 30, 2025, we are contracted to pay royalties to individuals and entities that provide research and development services, which range from 0.25 % to 20 % of sales.

As of September 30, 2025, we are contracted to pay royalties to individuals and entities that provide research and development services, which range from 0.25 % to 20 % of sales.

We have products in development that have royalty commitments.

In any development project, there are significant variables that will affect the amount and timing of these payments and as of June 30, 2025, we have not been able to determine the amount and timing of payments.

In any development project, there are significant variables that will affect the amount and timing of these payments and as of September 30, 2025, we have not been able to determine the amount and timing of payments.

We do not anticipate these future payments will have a material impact on our financial results.

NOTE 13 – SUBSEQUENT EVENTS

On July 11, 2025, Boston O&P entered into a purchase agreement to acquire certain of the assets, including inventory, related to orthotic and prosthetic device clinics located in New York.

Boston O&P paid $ 5,410 in total consideration for the assets, which was comprised of $ 4,285 of cash and a promissory note in the original principal amount of $ 1,125 payable in eight quarterly installments with interest at the rate of five percent per annum.

The sellers may also be entitled to an earnout up to $ 1,125 , if gross revenues exceed a threshold in the first year after closing.

The sellers promissory note may be subject to adjustments if net sales targets are not achieved.

On July 30, 2025, OP EU B.V., a wholly-owned Netherlands based subsidiary of the Company, entered into a stock purchase agreement related to orthotic and prosthetic device clinics located in Ireland.

This location is complimentary to OrthoPediatrics’ strong implant business presence in one of the country’s largest pediatric hospitals and provides opportunities to expand to additional Ireland based clinics and beyond across the European region.

The sellers promissory note may be subject to adjustments if net sales targets are not achieved.

On August 3, 2025, OrthoPediatrics EU Limited, a wholly-owned UK based subsidiary of the Company, entered into a stock purchase agreement related to a designer and manufacturer of Clubfoot bracing located in the UK.

This acquisition will expand the Company's specialty bracing product offering and represent a new territory.

The Company paid 3,400 GBP in total consideration for the stock, which was comprised of 2,300 GBP of cash and a promissory note in the original principal amount of 1,100 GBP payable in ten quarterly installments with interest at the rate of five percent per annum.

Enactment of Federal Tax Reform

On July 4th, 2025, the President of the United States signed into law significant federal tax legislation, H.R.1 (the “Tax Reform Act of 2025”).

The legislation includes numerous changes to U.S.

corporate income tax law, including but not limited to:

Most provisions are effective for tax years beginning after December 31, 2024, with certain transition rules and exceptions.

The Company is currently evaluating the impact of the Tax Reform Act of 2025 on its consolidated financial statements.

The effects of the new law, including remeasurement of deferred tax assets and liabilities and changes to current and future tax expense, will be reflected in the period of enactment and in future periods as additional guidance is issued and the Company completes its analysis.

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-Q

Item 1. Financial Statements