What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-01 · 121 added, 88 removed, 462 unchanged (31% of the section changed)

3 unchanged sentences

(In Thousands, Except Share Data)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

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50,000,000 shares authorized;

25,604,900 shares and 25,093,792 shares issued as of March 31, 2026 and December 31, 2025, respectively

26,111,426 shares and 25,093,792 shares issued as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 633,437 622,325

Accumulated deficit ( 293,062 ) ( 275,212 )

Accumulated other comprehensive loss ( 1,404 ) ( 523 )

Accumulated other comprehensive income (loss) 3,232 ( 523 )

Total stockholders' equity 343,614 346,596

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(In Thousands, Except Share and Per Share Data)

Three Months Ended March 31,

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

2026 2025 2026 2025

Net revenue $ 70,508 $ 61,082 $ 129,869 $ 113,493

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Net loss before income taxes $ ( 6,929 ) $ ( 7,064 ) $ ( 17,787 ) $ ( 17,527 )

Income tax (benefit) charge ( 171 ) 196

Income tax charge 234 49 63 245

Net loss $ ( 7,163 ) $ ( 7,113 ) $ ( 17,850 ) $ ( 17,772 )

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(Unaudited) (In Thousands)

Three Months Ended March 31,

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

2026 2025 2026 2025

Net loss $ ( 7,163 ) $ ( 7,113 ) $ ( 17,850 ) $ ( 17,772 )

Other comprehensive loss:

Other comprehensive income (loss):

Foreign currency translation adjustment 4,679 6,635 3,909 5,706

1 unchanged sentence

Adjustment for realized gains 32 18 116 25

Other comprehensive loss, net of tax ( 881 ) ( 853 )

Other comprehensive income, net of tax 4,636 6,680 3,755 5,827

Comprehensive loss $ ( 2,527 ) $ ( 433 ) $ ( 14,095 ) $ ( 11,945 )

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(In Thousands, Except Share Data)

Three Months Ended March 31, 2026

Three and Six Months Ended June 30, 2026

Additional Other Total

Common Stock Paid-in Accumulated Comprehensive Stockholders'

Shares Value Capital Deficit Loss Equity

Shares Value Capital Deficit Income (Loss) Equity

Balance at January 1, 2026 25,093,792 $ 6 $ 622,325 $ ( 275,212 ) $ ( 523 ) $ 346,596

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Balance at March 31, 2026 25,604,900 $ 6 $ 626,009 $ ( 285,899 ) $ ( 1,404 ) $ 338,712

Net loss — — — ( 7,163 ) — ( 7,163 )

Other comprehensive income — — — — 4,636 4,636

Stock portion of MedTech anniversary payment 153,430 — 2,398 — — 2,398

Restricted stock 272,223 1 3,631 — — 3,632

Issuance of common stock 80,873 — 1,399 — — 1,399

Balance at June 30, 2026 26,111,426 $ 7 $ 633,437 $ ( 293,062 ) $ 3,232 $ 343,614

See notes to condensed consolidated financial statements.

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(In Thousands, Except Share Data)

Three Months Ended March 31, 2025

Three and Six Months Ended June 30, 2025

Additional Other Total

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Balance at March 31, 2025 24,827,977 $ 6 $ 604,989 $ ( 246,223 ) $ ( 11,626 ) $ 347,146

Net loss — — — ( 7,113 ) — ( 7,113 )

Other comprehensive gain — — — — 6,680 6,680

Restricted stock 178,552 — 5,252 — — 5,252

Issuance of common stock 55,143 — 1,261 — — 1,261

Stock portion of MedTech anniversary payment 10,830 — 226 — — 226

Capital contribution associated with reclassification of MedTech liability to equity — — 2,062 — — 2,062

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

See notes to condensed consolidated financial statements.

2 unchanged sentences

(Unaudited) (In Thousands)

Three Months Ended

Six Months Ended

OPERATING ACTIVITIES

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Investment in private companies and purchases of licenses ( 330 ) ( 1,540 )

Loss on investment in private companies 284 —

Purchases of property and equipment ( 5,805 ) ( 7,672 )

Net cash used in investing activities ( 3,787 ) ( 5,987 )

Net cash provided by (used in) investing activities 1,213 ( 9,532 )

FINANCING ACTIVITIES

Proceeds from issuance of debt — 25,000

Payment on debt issuance costs ( 289 ) —

Payments on mortgage notes ( 85 ) ( 78 )

Payments on acquisition notes ( 977 ) ( 248 )

Net cash used in financing activities ( 614 ) ( 126 )

Net cash (used in) provided by financing activities ( 1,351 ) 24,674

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 68 ) 304

NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 7,375 ) ( 10,348 )

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH ( 2,565 ) 828

Cash, cash equivalents and restricted cash, beginning of year $ 21,620 $ 45,777

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Right-of-use assets obtained in exchange for lease liabilities $ 1,265 $ 3,311

Issuance of common shares in connection with LOC acquisition $ 257 $ —

Issuance of common shares to settle an obligation with a vendor $ — $ 1,261

Issuance of common shares for MedTech installment $ 2,398 $ 226

Issuance of common shares in connection with acquisitions $ 1,656 $ —

Issuance of common shares in connection with Boston O&P acquisition $ — $ 233

Debt issuance costs not yet paid $ 289 $ —

Capital contribution associated with reclassification of MedTech liability to equity $ — $ 2,062

See notes to condensed consolidated financial statements.

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necessary for the fair presentation of the financial statements for the interim periods.

The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full fiscal year or for any other period.

The results of operations for the three and six months ended June 30, 2026 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 $ 285,899 and $ 275,212 as of March 31, 2026 and December 31, 2025, respectively.

We have experienced recurring losses from operations since our inception and had an accumulated deficit of $ 293,062 and $ 275,212 as of June 30, 2026 and December 31, 2025, respectively.

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

We believe that our cash balance at March 31, 2026 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 June 30, 2026 and expected cash flows from operations for the next twelve months subsequent to the issuance of the accompanying condensed consolidated financial statements, including borrowings available under our First Amendment to the Term Loan Agreement (See Note 6 - Debt and Credit Arrangements for additional information), are sufficient to enable us to maintain current and essential planned operations for more than the next twelve months.

Use of Estimates

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The Company continues to analyze this ASU.

The update is specific to disclosures and, therefore, is not expected to have a material impact to the condensed consolidated financial statements.

is specific to disclosures and, therefore, is not expected to have a material impact to the condensed consolidated financial statements.

In November 2024, the FASB issued ASU No.

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Medtech Concepts, LLC

On May 1, 2023, the Company entered into a Membership Interest Purchase Agreement (the "Purchase Agreement"), by and among the Company, Kevin Unger, DINZE LLC, and the sole member of DINZE LLC, pursuant to which the Company purchased all of the issued and outstanding membership interest of Medtech Concepts LLC (“MedTech”).

On May 1, 2023, the Company entered into a Membership Interest Purchase Agreement (the "MedTech Purchase Agreement"), by and among the Company, Kevin Unger, DINZE LLC, and the sole member of DINZE LLC, pursuant to which the Company purchased all of the issued and outstanding membership interest of Medtech Concepts LLC (“MedTech”).

We agreed to pay the sellers of MedTech a purchase price of approximately $ 15,274 in the following manner:

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(ii) 43,751 unregistered shares of the Company’s common stock, par value $ 0.00025 per share, representing approximately $ 2,274 (based on a closing share price of $ 51.98 on May 1, 2023), were issued on the Closing Date;

and (iii) an aggregate of $ 2,500 payable 50 % in cash and 50 % in shares of unregistered common stock, will be paid on each of the first four anniversaries of the Closing Date, all subject to the conditions set forth in the Purchase Agreement.

Under the Purchase Agreement, a number of future payments in the form of common stock are contingent on continued service through each applicable payment anniversary date.

Under the MedTech Purchase Agreement, a number of future payments in the form of common stock are contingent on continued service through each applicable payment anniversary date.

As such, these amounts were initially excluded from measuring the cost of the acquisition, and are being recorded as stock-based compensation expense in the post-combination consolidated financial statements.

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In addition, we issued 38,594 unregistered shares of our common stock to one individual on the first anniversary date in exchange for their continued service through the vesting date which had been accounted for as stock-based compensation expense in the post-combination consolidated financial statements.

On May 9, 2025, as part of the Company’s ongoing efforts to preserve cash, we amended the Purchase Agreement (the “Amendment”) such that the fixed cash portion of all three remaining anniversary payments (with an aggregate gross value of $ 3,750 ) will now be settled through the issuance of unregistered shares of our common stock.

The future equity issuances to one of the sellers (with an aggregate value of $ 2,250 ) is contingent upon their continuous service through the applicable third and fourth anniversary dates.

On May 9, 2025, as part of the Company’s ongoing efforts to preserve cash, we amended the MedTech Purchase Agreement (the “MedTech Amendment”) such that the fixed cash portion of all three remaining anniversary payments (with an aggregate gross value of $ 3,750 ) will now be settled through the issuance of unregistered shares of our common stock.

The future equity issuances to one of the sellers (with an aggregate value of $ 2,250 ) are contingent upon their continuous service through the applicable third and fourth anniversary dates.

The number of shares that is contingently issuable at the third and fourth anniversary dates is based on the volume-weighted average price over the thirty trading days ending on the second business day prior to the applicable anniversary date.

As the monetary amount is fixed and 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.

As the monetary amount is fixed and known as of the date of the MedTech 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 year ended December 31, 2025, the Company 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 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 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 consolidated balance sheet.

As of March 31, 2026 and December 31, 2025, the Company has recorded a share-settled liability of $ 2,544 and $ 1,982 , respectively, related to the Amendment, of which $ 2,310 and $ 1,752 , respectively, is recorded as a current liability.

payable on the consolidated balance sheet.

We also recorded a capital contribution for $ 2,026 upon execution of the MedTech 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 consolidated balance sheet.

In May 2026, in settlement of the third anniversary payment, we issued an aggregate of 153,430 shares of our common stock, which reduced the share-settled liability and increased additional paid-in capital by $ 2,398 .

As of June 30, 2026 and December 31, 2025, the Company has recorded a share-settled liability of $ 610 and $ 1,982 , respectively, related to the MedTech Amendment, of which $ 610 and $ 1,752 , respectively, is recorded as a current liability.

Boston Brace International, Inc.

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("Boston O&P"), a wholly-owned subsidiary of the Company, 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 was approximately $ 9,042 , which comprised of cash of $ 6,796 and promissory notes in the original principal amount of $ 2,475 , with a weighted average interest rate of 4.9 % per annum.

Total consideration for all O&P clinics acquired was approximately $ 9,042 , which was comprised of cash of $ 6,796 and promissory notes in the original principal amount of $ 2,475 , with a weighted average interest rate of 4.9 % per annum.

The sellers may also be entitled to an earnout of up to $ 1,475 , if gross revenues exceed a threshold in the first year after closing.

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We allocated $ 2,268 to customer relationship intangible assets and $ 5,680 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.

The allocation of the purchase price for certain of these clinic acquisitions is considered preliminary.

In July 2025, OP EU B.V., a wholly-owned Netherlands based subsidiary of the Company, purchased all of the issued and outstanding share capital of orthotic and prosthetic device clinics located in Ireland.

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The allocation of the purchase price is considered preliminary.

On February 1, 2026, the Company and OrthoPediatrics EU Limited entered into a Stock Purchase Agreement (the “Purchase Agreement”) with the shareholders (the “Sellers”) of London Orthotic Consultancy Consolidated Ltd (“LOC”), pursuant to which OrthoPediatrics EU Limited acquired all of the issued and outstanding shares of capital stock of LOC.

On February 1, 2026, the Company and OrthoPediatrics EU Limited entered into a Stock Purchase Agreement (the “LOC Purchase Agreement”) with the shareholders (the “Sellers”) of London Orthotic Consultancy Consolidated Ltd (“LOC”), pursuant to which OrthoPediatrics EU Limited acquired all of the issued and outstanding shares of capital stock of LOC.

LOC has two subsidiaries which were acquired as part of the transaction:

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Manufacturing Limited.

Under the terms of the Purchase Agreement, OrthoPediatrics EU Limited paid to the Sellers:

Under the terms of the LOC Purchase Agreement, OrthoPediatrics EU Limited paid to the Sellers:

(i) GBP 5,220 in cash, after a customary working capital adjustment;

(ii) GBP 600 pursuant to promissory notes with interest at the rate of 4.5 % per annum, payable in full on the 1-year anniversary of the closing.

The Sellers may also be entitled to an earnout payment of up to GBP 1,700 , if certain financial performance metrics of LOC and its subsidiaries exceed a threshold in the first year after closing, for which the Company recorded a contingent consideration liability of GBP 420 at closing.

We allocated GBP 4,480 to goodwill, GBP 840 to customer relationship intangible assets, and the rest to net working capital and

other assets acquired and liabilities assumed.

The Sellers may also be entitled to an earnout payment of up to GBP 1,700 , if certain financial performance

metrics of LOC and its subsidiaries exceed a threshold in the first year after closing, for which the Company recorded a contingent consideration liability of GBP 420 at closing.

We allocated GBP 4,480 to goodwill, GBP 840 to customer relationship intangible assets, and the rest to net working capital and other assets acquired and liabilities assumed.

The allocation of the purchase price is considered preliminary.

Pursuant to the Purchase Agreement, the Sellers and one employee of LOC will also receive awards of restricted stock of the Company which will each vest over a three-year period.

Pursuant to the LOC Purchase Agreement, the Sellers and one employee of LOC will also receive awards of restricted stock of the Company which will each vest over a three-year period.

Restricted stock awards having an aggregate award value of $ 235 will be granted on January 2, 2027, and restricted stock awards having an aggregate award value of $ 168 will be granted on January 2, 2028.

In April 2026, OrthoPediatrics EU Limited purchased all of the issued and outstanding share capital of a medical device distributor located in the UK.

Total consideration was approximately GBP 1,255 after a customary working capital adjustment, which was comprised of 80,873 shares of the Company's common stock representing approximately GBP 1,060 and GBP 196 of cash, net of cash acquired of GBP 637 .

We allocated GBP 712 to customer relationship intangible assets and the rest to net working capital.

For accounting purposes, this acquisition is accounted for as an asset acquisition since substantially all of the fair value of the gross assets acquired is concentrated in a group of similar identifiable assets.

Orthopediatrics do Brasil Ltda.

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All anniversary payments are to be made in a combination of cash and shares of our common stock.

As of December 31, 2025, we recorded a current portion of these future anniversary payments of USD $ 442 within current portion of acquisition installment payable, and USD $ 2,668 within acquisition installment payable, net of current portion on our consolidated balance sheet.

As of March 31, 2026 and December 31, 2025, we recorded a current portion of these future anniversary payments of USD $ 448 and USD $ 442 , respectively, within current portion of acquisition installment payable, and USD $ 2,727 and USD $ 2,668 , respectively, within acquisition installment payable, net of current portion on our condensed consolidated balance sheets.

As of June 30, 2026 and December 31, 2025, we recorded a current portion of these future anniversary payments of USD $ 493 and USD $ 442 , respectively, within current portion of acquisition installment payable, and USD $ 2,962 and USD $ 2,668 , respectively, within acquisition installment payable, net of current portion on our condensed consolidated balance sheets.

We allocated BRL $ 6,990 to customer relationship intangible assets, BRL $ 1,440 to non-compete agreements, BRL $ 6,312 to goodwill, and the rest to net working capital and other assets acquired and liabilities assumed, including inventories of BRL $ 30,530 .

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NOTE 4 - GOODWILL AND INTANGIBLE ASSETS

Changes in the carrying amount of goodwill for the three months ended March 31, 2026 were as follows:

Changes in the carrying amount of goodwill for the six months ended June 30, 2026 were as follows:

Goodwill at January 1, 2026 $ 109,269

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Foreign currency translation impact 3,265

Goodwill at March 31, 2026

Goodwill at June 30, 2026

Intangible Assets

As of March 31, 2026, the balances of amortizable intangible assets were as follows:

As of June 30, 2026, the balances of amortizable intangible assets were as follows:

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

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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 $ 12,914 and $ 12,909 as of March 31, 2026 and December 31, 2025, respectively.

Trademarks are non-amortizing intangible assets which were $ 12,819 and $ 12,909 as of June 30, 2026 and December 31, 2025, respectively.

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

The change in balance during the three months ended March 31, 2026 was driven by foreign currency translation adjustments.

The change in balance during the six months ended June 30, 2026 was driven by foreign currency translation adjustments.

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

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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 March 31, 2026 and December 31, 2025.

March 31, 2026

The following table summarizes the assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025.

June 30, 2026

Level 1 Level 2 Level 3 Total

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Exchange Mutual Funds $ 429 $ — $ — $ 429

The Company's Level 1 assets consist of short-term, liquid investments with original maturity of three months or less at inception and other short-term investments which are comprised of exchange traded mutual funds, US treasury bonds and marketable securities with a maturity date greater than 3 months.

The Company's Level 2 assets pertain to certain asset-backed securities, collateralized by non-mortgage-related consumer debt, or corporate bonds.

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The significant inputs of such models are not always observable in the market, such as forecasted annual revenues, expected volatility and discount rates.

The change in the fair value of the contingent consideration liability since its initial recognition during the three months ended March 31, 2026 was not material.

The change in the fair value of the contingent consideration liability since its initial recognition during the six months ended June 30, 2026 was not material.

NOTE 6 - DEBT AND CREDIT ARRANGEMENTS

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Term loan and Final Payment $ 51,000 $ 51,000

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As security for their obligations under the Term Loan Agreement, the Credit Parties granted the Term Agent a continuing first priority security interest in substantially all of their assets (including intellectual property), subject to certain customary exceptions.

On March 31, 2026, the Credit Parties entered into a First Amendment (the “Amendment”) to the Term Loan Agreement.

The Amendment establishes a new delayed draw term loan facility in an aggregate principal amount not to exceed $ 20,000 , which, subject to certain conditions set forth in the Amendment, may be drawn until June 30, 2027, in minimum $ 10,000 increments.

On March 31, 2026, the Credit Parties entered into a First Amendment (the “Braidwell Amendment”) to the Term Loan Agreement.

The Braidwell Amendment establishes a new delayed draw term loan facility in an aggregate principal amount not to exceed $ 20,000 , which, subject to certain conditions set forth in the Braidwell Amendment, may be drawn until June 30, 2027, in minimum $ 10,000 increments.

The facility features similar terms to those previously contained in the Term Loan Agreement, including:

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The Company is also obligated to pay a 1.00 % upfront fee, a 0.05 % per annum delayed draw ticking fee and certain exit fees and prepayment fees generally consistent with those contained in the Term Loan Agreement.

No amounts had been drawn under the Braidwell Amendment as of June 30, 2026.

Braidwell Convertible Note

In addition to the Term Loans, on August 5, 2024, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Braidwell Transaction Holdings LLC – Series 10 (the “Purchaser”), whereby the Purchaser agreed to purchase $ 50,000 in aggregate principal amount of the Company’s 4.75 % Convertible Senior Notes due February 15, 2030 (the “Notes”) for an aggregate purchase price of $ 49,500 .

In addition to the Term Loans, on August 5, 2024, the Company entered into a Purchase Agreement (the “Braidwell Purchase Agreement”) with Braidwell Transaction Holdings LLC – Series 10 (the “Purchaser”), whereby the Purchaser agreed to purchase $ 50,000 in aggregate principal amount of the Company’s 4.75 % Convertible Senior Notes due February 15, 2030 (the “Notes”) for an aggregate purchase price of $ 49,500 .

The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of August 12, 2024, between the Company and U.S.

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The initial conversion rate is 24.4021 shares of common stock per $1 principal amount of Notes, which represents an initial conversion price of approximately $ 40.98 per share of common stock.

The conversion rate and conversion price are subject to customary adjustments upon the occurrence of

certain events.

conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events.

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.

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If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25 % of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately.

However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures

by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 180 days at a specified rate per annum not exceeding 0.50 % on the principal amount of the Notes.

However, notwithstanding the foregoing, the

Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 180 days at a specified rate per annum not exceeding 0.50 % on the principal amount of the Notes.

In connection with the purchase of our office and warehouse space in Warsaw, Indiana in August 2013, we entered into a mortgage note payable to Tawani Enterprises Inc., an affiliate of Squadron Capital, LLC ("Squadron").

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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 March 31, 2026, the mortgage balance was $ 412 of which current principal of $ 172 was included in the current portion of long-term debt.

At June 30, 2026, the mortgage balance was $ 368 of which current principal of $ 172 was included in the current portion of long-term debt.

As of December 31, 2025, the mortgage balance was $ 453 of which current principal due of $ 170 was included in the current portion of long-term debt.

The aggregate interest expense relating to the mortgage note payable to Tawani Enterprises Inc., the term loan with Braidwell, and the convertible note with Braidwell, was $ 1,682 and $ 1,269 for the three months ended March 31, 2026 and 2025, respectively.

The aggregate interest expense relating to the mortgage note payable to Tawani Enterprises Inc., the term loan with Braidwell, and the convertible note with Braidwell, was $ 3,752 and $ 2,552 for the six months ended June 30, 2026 and 2025, respectively.

Acquisition Promissory Notes

As a result of multiple acquisitions between 2024 and 2026, as part of the consideration transferred, the Company issued promissory notes to the previous owners.

As of March 31, 2026 and December 31, 2025 , we have recorded liabilities of $ 5,240 and $ 4,557 , respectively, related to these promissory notes, of which $ 2,049 and $ 1,696 , respectively, are classified as short-term within other current liabilities on our condensed consolidated balance sheets.

As of June 30, 2026 and December 31, 2025 , we have recorded liabilities of $ 4,383 and $ 4,557 , respectively, related to these promissory notes, of which $ 2,362 and $ 1,696 , respectively, are classified as short-term within other current liabilities on our condensed consolidated balance sheets.

The payments are paid in installments with interest rates ranging from 4.0 % to 5.0 % per annum.

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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 three months ended March 31, 2026, the income tax benefit was $ 171 compared to expense of $ 196 for the three months ended March 31, 2025.

Our effective income tax rate was 1.6 % and ( 1.9 )% for the three months ended March 31, 2026 and 2025, respectively.

The higher effective rate compared to the prior period is primarily a result of pre-tax losses in foreign jurisdictions which do not have a full valuation allowance.

The deferred tax assets are offset by a valuation allowance at March 31, 2026, with the exception of certain deferred tax liabilities in Canada and in the UK.

The Company has recorded tax benefit for income generated in Canada during the period ended March 31, 2026.

For the six months ended June 30, 2026, the income tax expense was $ 63 compared to $ 245 for the six months ended June 30, 2025.

Our effective income tax rate was 0.33 % and 1.40 % for the six months ended June 30, 2026 and 2025, respectively.

The deferred tax assets are offset by a valuation allowance at June 30, 2026, with the exception of certain deferred tax liabilities in Canada and in the UK.

The Company has recorded tax benefit for income generated in Canada during the period ended June 30, 2026.

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 March 31, 2026.

A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended June 30, 2026.

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

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Vested ( 289,526 ) ( 3,515 )

Outstanding at March 31, 2026

Outstanding at June 30, 2026

1,983,653 1.8 24,750 1.6

At March 31, 2026, there was $ 24,183 of unrecognized compensation expense remaining related to our service-based restricted stock awards and restricted stock units.

At June 30, 2026, there was $ 25,510 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 1.8 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 $ 3,982 and $ 3,859 for the three months ended March 31, 2026 and 2025, 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.

Stock-based compensation expense on restricted stock amounted to $ 4,191 and $ 5,252 for the three months ended June 30, 2026 and 2025, respectively and $ 8,173 and $ 9,111 for the six months ended June 30, 2026 and 2025, respectively.

In connection with its approval of the Term Loan Agreement, Braidwell 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.

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 March 31, 2026.

No shares have been purchased under this program as of June 30, 2026.

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

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Net loss $ ( 7,163 ) $ ( 7,113 ) $ ( 17,850 ) $ ( 17,772 )

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 1,784,922 and 1,546,358 contingently issuable and convertible equity shares excluded from the calculation of diluted net (loss) earnings per share as of March 31, 2026 and 2025, respectively, because their effect would have been anti-dilutive.

The Company had 2,008,403 and 1,551,951 contingently issuable and convertible equity shares excluded from the calculation of diluted net (loss) earnings per share as of June 30, 2026 and 2025, 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 or a local distributor in Brazil as discussed in Note 3 - Business Combinations and Asset Acquisitions.

9 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 months ended March 31, 2026 or 2025.

No individual customer accounted for more than 10% of consolidated accounts receivable as of March 31, 2026 and December 31, 2025.

No individual customer accounted for more than 10% of total product sales for the three and six months ended June 30, 2026 or 2025.

No individual customer accounted for more than 10% of consolidated accounts receivable as of June 30, 2026 and December 31, 2025.

Product sales by source were as follows:

Three Months Ended March 31,

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

Product sales by geographic location:

2026 2025 2026 2025

$ 54,791 $ 48,147 $ 100,100 $ 89,039

International 15,717 12,935 29,769 24,454

Total $ 70,508 $ 61,082 $ 129,869 $ 113,493

Three Months Ended March 31,

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

Product sales by category:

2026 2025 2026 2025

Trauma and deformity $ 52,632 $ 41,655 $ 95,677 $ 79,521

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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 $ 377 and $ 132 for the three months ended March 31, 2026 and 2025, respectively.

We made aggregate payments to Structure Medical for inventory purchases of $ 466 and $ 657 for the three months ended June 30, 2026 and 2025, respectively and $ 843 and $ 789 for the six months ended June 30, 2026 and 2025, 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 $ 656 and $ 808 as of March 31, 2026 and December 31, 2025 either within accrued expenses and other current liabilities or other long-term liabilities on its condensed consolidated balance sheet.

In connection with the global restructuring plan that was initiated in the fourth quarter 2024, the Company has a restructuring accrual of $ 552 and $ 808 as of June 30, 2026 and December 31, 2025 either within accrued expenses and other current liabilities or other long-term liabilities on its condensed consolidated balance sheet.

Legal Proceedings

15 unchanged sentences

however, IMED failed to pay the fees it was required to pay for the arbitration to continue, resulting in the arbitration panel terminating the arbitration proceedings in mid-October 2022.

In connection with the stay order, the Court also ordered the Company, Orthex and Squadron to give notice to IMED before any attempt to dispose, assign, sell or otherwise encumber the

In connection with the stay order, the Court also ordered the Company, Orthex and

Squadron to give notice to IMED before any attempt to dispose, assign, sell or otherwise encumber the ‘377 Patent.

The Company, Orthex and Squadron filed an appeal of this component of the order, but the appellate court affirmed the lower court’s decision.

21 unchanged sentences

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

As a result and as of March 31, 2026, the remaining purchase commitments under the agreement were $ 1,092 for the year ending December 31, 2026 and $ 1,456 future purchase commitments are required for the year ending December 31, 2027.

As a result and as of June 30, 2026, the remaining purchase commitments under the agreement were $ 728 for the year ending December 31, 2026 and $ 1,456 future purchase commitments are required for the year ending December 31, 2027.

On July 20, 2021, we entered into an amended license agreement, resulting in a five-year extension of our exclusive distribution rights of the FIREFLY Technology.

2 unchanged sentences

The number of required surgeries varied each year of the agreement.

In 2025, the agreement was amended and extended through 2030.

The amended agreement modified the minimum performance

metrics to be based on a purchase requirement of $ 3,500 annually through 2030 instead of the number of spine procedures.

In 2025, the agreement

was amended and extended through 2030.

The amended agreement modified the minimum performance metrics to be based on a purchase requirement of $ 3,500 annually through 2030 instead of the number of spine procedures.

The amended threshold of units purchased was met in 2025, so there was no shortfall recorded during 2025.

We purchased $ 1,255 during the three months ended March 31, 2026, leaving a requirement of $ 2,245 left for 2026.

As of March 31, 2026, 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 purchased $ 2,152 during the six months ended June 30, 2026, leaving a requirement of $ 1,348 for 2026.

As of June 30, 2026, 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 March 31, 2026, 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 June 30, 2026, 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 13, 2026 OrthoPediatrics EU Limited, a wholly-owned UK based subsidiary of the Company, purchased all of the issued and outstanding share capital of a manufacturer of medical devices for spinal disorders.

This acquisition will expand the Company's scoliosis product line and create a larger footprint in the UK.

The Company paid GBP 2,262 in total consideration for the stock, which was comprised of GBP 1,962 of cash and a promissory note in the original principal amount of GBP 300 payable in four quarterly installments with interest at the rate of 5.0 % per annum.

The sellers may also be entitled to an earnout payment of up to GBP 238 , if certain financial performance metrics exceed a threshold in the first year after closing.

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