OrthoPediatrics第二季收入7050萬美元增15% 虧損收窄至716萬美元

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026 

OR

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 001-38242
OrthoPediatrics Corp.
(Exact name of registrant as specified in its charter)
Delaware
26-1761833

(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)

2850 Frontier Drive
Warsaw, IN 46582
(574) 268-6379

(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)

Title of Each ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.00025 par value per shareKIDSNasdaq Global Market

________________________________________________________________________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐Accelerated filer
☒
Non-accelerated filer
☐Smaller reporting company
☐
Emerging growth company
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐    No ☒

As of August 4, 2026, the registrant had 26,109,788 outstanding shares of common stock, $0.00025 par value per share. 

OrthoPediatrics Corp.
Form 10-Q
For the Quarterly Period Ended June 30, 2026 

TABLE OF CONTENTS
Page No.
Note Regarding Forward-Looking Statements
3

PART I. FINANCIAL INFORMATION
Item 1Financial Statements (unaudited)
4

Condensed Consolidated Balance Sheets - June 30, 2026 and December 31, 2025
4

Condensed Consolidated Statements of Operations - Three and Six Months Ended June 30, 2026 and 2025
5

Condensed Consolidated Statements of Comprehensive Loss - Three and Six Months Ended June 30, 2026 and 2025
6

Condensed Consolidated Statements of Stockholders' Equity - Three and Six Months Ended June 30, 2026 and 2025
7

Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2026 and 2025
9

Notes to Condensed Consolidated Financial Statements
11

Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations
26

Item 3Quantitative and Qualitative Disclosures About Market Risk
33

Item 4Controls and Procedures
33

PART II. OTHER INFORMATION
Item 1Legal Proceedings
35

Item 1ARisk Factors
35

Item 2Unregistered Sales of Equity Securities and Use of Proceeds
35

Item 3Defaults Upon Senior Securities
36

Item 4Mine Safety Disclosures
36

Item 5Other Information
36

Item 6Exhibits
36

Exhibit Index
37

Signatures
38

NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical facts, contained in this quarterly report, including statements regarding our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business, operations and financial performance and condition, are forward-looking statements. You can often identify forward-looking statements by words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "target," "ongoing," "plan," "potential," "predict," "project," "should," "will" or "would," or the negative of these terms or other terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors, such as the impact of widespread health emergencies, such as respiratory syncytial virus, that may cause our results, activity levels, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements. Forward-looking statements may include, among other things, statements relating to:

•our ability to achieve or sustain profitability in the future; 

•our ability to raise additional capital to fund our existing commercial operations, develop and commercialize new products and expand our operations; 

•our ability to commercialize our products in development and to develop and commercialize additional products through our research and development efforts, and if we fail to do so we may be unable to compete effectively; 

•our ability to generate sufficient revenue from the commercialization of our products to achieve and sustain profitability;

•our ability to comply with extensive government regulation and oversight both in the United States and abroad;

•our ability to maintain and expand our network of third-party independent sales agencies and distributors to market and distribute our products; and

•our ability to protect our intellectual property rights or if we are accused of infringing on the intellectual property rights of others.

We cannot assure you that forward-looking statements will prove to be accurate, and you are encouraged not to place undue reliance on forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations expressed or implied by the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this quarterly report, in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 4, 2026 and in other reports filed with the SEC that discuss the risks and factors that may affect our business. Other than as required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information, events or circumstances occurring after the date of this quarterly report. 
3

PART I. FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

ORTHOPEDIATRICS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In Thousands, Except Share Data)
June 30, 2026December 31, 2025
ASSETS
Current assets:
Cash$17,001 $19,556 
Restricted cash2,054 2,064 
Short-term investments28,878 41,295 
Accounts receivable - trade, net of allowances of $1,680 and $1,501, respectively
60,951 53,838 
Inventories, net137,567 133,790 
Prepaid expenses and other current assets6,057 5,876 
Total current assets252,508 256,419 

Property and equipment, net48,552 49,555 
Other assets:
Amortizable intangible assets, net63,745 64,802 
Goodwill118,461 109,269 
Other intangible assets12,819 12,909 
Other non-current assets15,303 15,676 
Total other assets210,328 202,656 

Total assets$511,388 $508,630 

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade$22,239 $18,786 
Accrued compensation and benefits15,590 13,693 
Current portion of long-term debt with affiliate172 170 
Current portion of acquisition installment payable1,103 2,194 
Other current liabilities13,748 11,354 
Total current liabilities52,852 46,197 
Long-term liabilities:
Long-term term loan48,436 48,189 
Long-term convertible note48,803 48,486 
Long-term debt with affiliate, net of current portion196 283 
Other long-term debt, net of current portion2,022 2,862 
Acquisition installment payable, net of current portion2,962 2,898 
Deferred income taxes3,311 3,582 
Other long-term liabilities9,192 9,537 
Total long-term liabilities114,922 115,837 

Total liabilities167,774 162,034 

Stockholders' equity:
Common stock, $0.00025 par value; 50,000,000 shares authorized; 26,111,426 shares and 25,093,792 shares issued as of June 30, 2026 and December 31, 2025, respectively
7 6 
Additional paid-in capital633,437 622,325 
Accumulated deficit(293,062)(275,212)
Accumulated other comprehensive income (loss)3,232 (523)
Total stockholders' equity343,614 346,596 
Total liabilities and stockholders' equity$511,388 $508,630 

See notes to condensed consolidated financial statements.
4

ORTHOPEDIATRICS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands, Except Share and Per Share Data)
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net revenue$70,508 $61,082 $129,869 $113,493 
Cost of revenue18,142 17,063 34,113 31,212 
Gross profit52,366 44,019 95,756 82,281 
Operating expenses:
Sales and marketing21,294 19,103 39,764 35,675 
General and administrative32,814 30,443 63,837 60,723 
Restructuring1 2,971 1 3,011 
Research and development2,325 2,159 4,556 4,510 
Total operating expenses56,434 54,676 108,158 103,919 

Operating loss(4,068)(10,657)(12,402)(21,638)
Other expense (income):
Interest expense, net2,528 1,116 4,631 2,242 
Other expense (income), net333 (4,709)754 (6,353)
Total other expense (income), net2,861 (3,593)5,385 (4,111)

Net loss before income taxes$(6,929)$(7,064)$(17,787)$(17,527)
Income tax charge234 49 63 245 

Net loss$(7,163)$(7,113)$(17,850)$(17,772)
Weighted average shares outstanding
Basic and diluted24,048,690 23,460,144 23,867,877 23,346,141 

Net loss per share
Basic and diluted$(0.30)$(0.30)$(0.75)$(0.76)

See notes to condensed consolidated financial statements. 
5

ORTHOPEDIATRICS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited) (In Thousands)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Net loss$(7,163)$(7,113)$(17,850)$(17,772)
Other comprehensive income (loss):
Foreign currency translation adjustment4,679 6,635 3,909 5,706 
Unrealized (loss) gain on short-term investments(75)27 (270)96 
Adjustment for realized gains32 18 116 25 
Other comprehensive income, net of tax4,636 6,680 3,755 5,827 
Comprehensive loss$(2,527)$(433)$(14,095)$(11,945)

See notes to condensed consolidated financial statements. 
6

ORTHOPEDIATRICS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(In Thousands, Except Share Data)

Three and Six Months Ended June 30, 2026
Accumulated
AdditionalOtherTotal
Common StockPaid-inAccumulatedComprehensiveStockholders'
SharesValueCapitalDeficitIncome (Loss)Equity
Balance at January 1, 202625,093,792 $6 $622,325 $(275,212)$(523)$346,596 
Net loss— — — (10,687)— (10,687)
Other comprehensive loss— — — — (881)(881)

Restricted stock496,378 — 3,427 — — 3,427 
Issuance of common stock14,730 — 257 — — 257 

Balance at March 31, 202625,604,900 $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 payment153,430 — 2,398 — — 2,398 
Restricted stock272,223 1 3,631 — — 3,632 
Issuance of common stock80,873 — 1,399 — — 1,399 
Balance at June 30, 202626,111,426 $7 $633,437 $(293,062)$3,232 $343,614 

See notes to condensed consolidated financial statements. 
7

ORTHOPEDIATRICS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(In Thousands, Except Share Data)

Three and Six Months Ended June 30, 2025
Accumulated
AdditionalOtherTotal
Common StockPaid-inAccumulatedComprehensiveStockholders'
SharesValueCapitalDeficitLossEquity
Balance at January 1, 202524,217,508 $6 $600,897 $(235,564)$(10,773)$354,566 
Net loss— — — (10,659)— (10,659)
Other comprehensive loss— — — — (853)(853)

Restricted stock601,547 — 3,859 — — 3,859 
Issuance of common stock8,922 — 233 — — 233 

Balance at March 31, 202524,827,977 $6 $604,989 $(246,223)$(11,626)$347,146 
Net loss— — — (7,113)— (7,113)
Other comprehensive gain— — — — 6,680 6,680 
Restricted stock178,552 — 5,252 — — 5,252 
Issuance of common stock55,143 — 1,261 — — 1,261 
Stock portion of MedTech anniversary payment10,830 — 226 — — 226 
Capital contribution associated with reclassification of MedTech liability to equity— — 2,062 — — 2,062 
Balance at June 30, 202525,072,502 $6 $613,790 $(253,336)$(4,946)$355,514 

See notes to condensed consolidated financial statements. 
8

ORTHOPEDIATRICS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In Thousands)
Six Months Ended
June 30,
20262025
OPERATING ACTIVITIES
Net loss$(17,850)$(17,772)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization11,427 10,218 
Stock-based compensation8,173 9,111 
Accretion of acquisition installment payable220 98 
Deferred income taxes(82)245 
Non-cash other161 (100)
Changes in certain operating assets and liabilities:
Accounts receivable - trade(6,536)(11,381)
Inventories(2,553)(8,899)
Prepaid expenses and other current assets201 (501)
Accounts payable - trade3,140 3,720 
Accrued expenses and other liabilities2,209 2,509 
Other(869)(1,866)
Net cash used in operating activities(2,359)(14,618)

INVESTING ACTIVITIES

Other acquisitions, including clinics, net of cash acquired(5,936)(320)
Sale of short-term marketable securities13,000 — 
Investment in private companies and purchases of licenses(330)(1,540)
Loss on investment in private companies284 — 
Purchases of property and equipment(5,805)(7,672)
Net cash provided by (used in) investing activities1,213 (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) provided by financing activities(1,351)24,674 

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

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 
Cash, cash equivalents and restricted cash, end of period$19,055 $46,605 

9

20262025
SUPPLEMENTAL DISCLOSURES
Cash paid for interest$3,741 $2,552 
Transfer of instruments between property and equipment and inventory$(980)$651 
Right-of-use assets obtained in exchange for lease liabilities$1,265 $3,311 
Issuance of common shares to settle an obligation with a vendor$— $1,261 
Issuance of common shares for MedTech installment$2,398 $226 
Issuance of common shares in connection with acquisitions$1,656 $— 
Issuance of common shares in connection with Boston O&P acquisition$— $233 
Capital contribution associated with reclassification of MedTech liability to equity$— $2,062 

See notes to condensed consolidated financial statements. 
10

ORTHOPEDIATRICS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars In Thousands, Except Share and Per Share Data)

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, PediFlexTM nail, PediNailTM, PediLoc® Tibia, ACL Reconstruction System, Locking Cannulated Blade, Locking Proximal Femur, Spica Tables, RESPONSETM Spine, BandLocTM, Pediatric Nailing Platform | Femur, Devise Rail, Orthex®, The Fassier-Duval Telescopic Intramedullary System®, SLIMTM Nail, The GAP NailTM, The Free Gliding SCFE Screw SystemTM, GIRO™ Growth Modulation System, PNP Tibia System, ApiFix® Mid-C System, Mitchell Ponseti®, VerteGlideTM, 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 typically manufactured in-house. We also operate multiple O&P clinics delivering leading pediatric non-surgical O&P treatment.

We are the only global medical device company focused exclusively on providing a comprehensive trauma and deformity correction, scoliosis and sports medicine/other product offering to the pediatric orthopedic market in order to improve the lives of children with orthopedic conditions. We design, develop and commercialize innovative orthopedic implants, instruments and braces as well as provide O&P clinic services to meet the specialized needs of pediatric surgeons and their patients, who we believe have been largely neglected by the orthopedic industry. We currently serve three of the largest categories in this market. 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of OrthoPediatrics Corp. and its wholly-owned subsidiaries (collectively, the “Company,” “we,” “our” or “us”). All intercompany balances and transactions have been eliminated. 

Unaudited Interim Condensed Consolidated Financial Statements

We have prepared the accompanying condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the annual consolidated financial statements as of and for the year ended December 31, 2025 and related notes thereto contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 4, 2026. The financial data and other financial information disclosed in the notes to the accompanying condensed consolidated financial statements are also unaudited. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to applicable rules and regulations thereunder. 

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended December 31, 2025 and, in management’s opinion, include all adjustments, consisting of only normal recurring adjustments, 
11

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

Preparation of our condensed consolidated financial statements requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as of the date of the condensed consolidated financial statements. By their nature, these judgments are subject to an inherent degree of uncertainty. We use historical experience and other assumptions as the basis for our judgments and estimates. Because future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Any changes in these estimates will be reflected in our condensed consolidated financial statements. 

Significant Accounting Policies

There have been no changes in the Company's significant accounting policies as disclosed in Note 2 to the audited consolidated financial statements included in the 2025 Annual Report on Form 10-K.

Financial Instruments and Concentration of Credit Risk 

Financial instruments that could subject the Company to credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. We consider all highly liquid investments with original maturity of three months or less at inception to be cash equivalents. The Company performs ongoing credit evaluations of customers and maintains a reserve for expected credit losses. The Company believes the risk of credit losses associated with accounts receivable is low given the history of collections and customer base. Additionally, the Company considers the risk for credit losses associated with short-term investments to be low given the types of investments which primarily include Corporate Bonds and Treasury Bonds. 

Recent Accounting Pronouncements

In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-06 "Disclosure Improvements - Codification Amendments in Response to SEC's Disclosure Update and Simplification Initiative". This amendment modifies the disclosure or presentation requirements of a variety of Topics in the Codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. For entities subject to the SEC's existing disclosure requirements and entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, the amendments will be effective two years later. Amendments in this Update should be applied prospectively. The Company continues to analyze this ASU. The update 
12

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. 2024-03, "Disaggregation of Income Statement Expenses" which requires disaggregated disclosure of income statement expenses into specified categories in disclosures within the footnotes to the financial statements. The standard is effective for annual periods beginning after December 15, 2026. We are currently evaluating the effect of this ASU on our consolidated financial statements and disclosures. 

NOTE 3 - BUSINESS COMBINATIONS AND ASSET ACQUISITIONS

Medtech Concepts, LLC

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: (i) cash in the aggregate amount of $3,000 which was paid on May 1, 2023, the transaction closing date (the “Closing Date”); (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 MedTech Purchase Agreement. 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. All future cash payments and stock issuances that are not contingent on continuous service were included in the calculation of consideration for this asset acquisition. 

During the year ended December 31, 2024, we paid the first anniversary payment consisting of $1,250 in cash and issued 4,288 of our common stock approximating $133, both of which reduced the amount of the acquisition installment payable on our consolidated balance sheet. 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 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 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 
13

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. 

In 2025, Boston Brace International, Inc. ("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 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. The seller promissory notes may also be subject to adjustments if gross revenue targets are not achieved in the first year after the applicable closing. 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 for certain of these clinic acquisitions is considered preliminary.

OP EU B.V.

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. Total consideration was approximately EUR 1,473 which comprised of cash of EUR 1,200 and a promissory note in the original principal amount of EUR 390, with an interest rate of 4.0% per annum. The seller promissory note may be subject to adjustments if net sales targets are not achieved. We allocated EUR 390 to customer relationship intangible assets and EUR 1,101 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.

OrthoPediatrics EU Limited

In August 2025, OrthoPediatrics EU Limited purchased all of the issued and outstanding share capital of a designer and manufacturer of clubfoot bracing located in the UK. Total consideration was approximately GBP 3,537, which was comprised of cash of GBP 2,506 and promissory notes in the original principal amount of GBP 1,100, with an interest rate of 5.0% per annum. We allocated GBP 695 to customer relationship intangible assets, GBP 766 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.

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: (i) The London Orthotic Consultancy Limited; and (ii) L.O.C. Manufacturing Limited.

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 
14

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 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.

On November 25, 2025, Orthopediatrics do Brasil Ltda., a wholly-owned Brazil based subsidiary of the Company, purchased all of the issued and outstanding share capital of a local distributor. Total consideration was approximately BRL $41,552 which is comprised of BRL $23,128 of upfront cash, 14,594 shares of the Company's common stock representing ap