KIDS names Cook Medical CFO Kelly Fischer; 10,900 restricted shares to vest

Rhea-AI Filing Summary

OrthoPediatrics announced the Board accepted the resignation of director Terry Schlotterback due to retirement, effective August 8, 2025; the filing states the departure was not due to any disagreement with the Company. The Board appointed Kelly Fischer to fill the vacancy and to serve in the director class expiring at the annual stockholder meeting in 2026. Ms. Fischer has been Senior Vice President and Chief Financial Officer of Cook Medical since 2003 and will join the Board's Audit Committee and Compensation Committee.

For her service, Ms. Fischer will be eligible to receive a pro rata portion of the 2025 Award under the Company's Non-Employee Director Compensation Policy (described in Exhibit 10.1 to a recent Quarterly Report). The Board also agreed that the remaining 10,900 unvested restricted shares previously granted to Mr. Schlotterback will remain outstanding and continue to vest on their scheduled timelines as though he remained a director. The company disclosed no material plans, contracts or related-party transactions involving Ms. Fischer.

Positive

• Experienced financial executive appointed: Kelly Fischer is Senior Vice President and Chief Financial Officer of Cook Medical since 2003 and will join the Board's Audit and Compensation Committees.
• Clear succession: Board promptly filled the vacancy created by Terry Schlotterback's retirement with a named director to serve through the 2026 annual meeting.
• Vesting preserved: The Board agreed that 10,900 unvested restricted shares granted to Mr. Schlotterback will remain outstanding and continue to vest on their scheduled timelines.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine board succession; appointment brings a financial executive to oversight roles and preserves existing equity vesting.

The resignation is described as a retirement and explicitly not the result of any disagreement, which reduces governance risk. Appointing Kelly Fischer, a long-tenured corporate CFO at Cook Medical since 2003, to the board and to the Audit and Compensation Committees strengthens financial oversight capacity. Preserving the 10,900 unvested restricted shares for the departing director ensures continuity of compensation treatment and avoids accelerated payouts. There are no disclosed related-party transactions or special arrangements tied to her appointment.

Financial Analyst

TL;DR: Neutral impact; operational continuity in governance but no material financial changes disclosed.

The filing outlines personnel changes without quantifying any immediate financial impact. The only numeric disclosure is 10,900 unvested restricted shares remain outstanding and will continue to vest, which is a modest compensation detail rather than a material cash or capital event. Ms. Fischer's CFO background is relevant to board oversight of financial reporting, but the company states she has no material agreements or reportable transactions with the company at appointment, supporting a neutral near-term investor view.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

______________________

Date of Report (Date of earliest event reported): August 7, 2025

OrthoPediatrics Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-38242			26-1761833
(Commission File Number)			(I.R.S. Employer Identification Number)

2850 Frontier Drive Warsaw, Indiana			46582
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (574) 268-6379

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00025 par value per share

KIDS

Nasdaq Global Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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 ¨

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 7, 2025, the Board of Directors (the “Board”) of OrthoPediatrics Corp. (the “Company”) accepted the resignation of Terry Schlotterback as a member of the Board due to his retirement, which became effective August 8, 2025. Mr. Schlotterback’s resignation was not a result of any disagreement with the Company.

Also, effective August 8, 2025, the Board appointed Kelly Fischer to fill the vacancy caused by Mr. Schlotterback’s departure and to serve in the class of directors whose terms expire at the annual stockholder meeting in 2026. Ms. Fischer has also been appointed to serve on the Board’s Audit Committee and Compensation Committee.

Ms. Fischer is currently Senior Vice President and Chief Financial Officer of Cook Medical, where she has been employed since 2003.

For her service as a director, Ms. Fischer will be entitled to receive her pro rata portion of the 2025 Award as more fully described in the Company’s Non-Employee Director Compensation Policy included as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2025, which description is incorporated herein by reference. Other than being eligible to receive such director compensation, Ms. Fischer has not entered into any material plan, contract, or arrangement in connection with her appointment as a director. Further, Ms. Fischer is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.

As part of Mr. Schlotterback’s retirement, the Board has agreed to permit the remaining 10,900 unvested shares of restricted stock previously granted to him to remain outstanding and continue to vest on their respective schedules as though Mr. Schlotterback remained a director following his retirement.

* * * * * *

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:   August 11, 2025
			OrthoPediatrics Corp.
			By:			/s/ Daniel J. Gerritzen
						Daniel J. Gerritzen, General Counsel and Secretary

FAQ

Why did OrthoPediatrics (KIDS) accept Terry Schlotterback's resignation?

The resignation was accepted due to retirement, and the filing states it was not the result of any disagreement with the Company.

Who was appointed to the OrthoPediatrics (KIDS) board to replace Mr. Schlotterback?

The Board appointed Kelly Fischer to fill the vacancy and to serve in the director class expiring at the 2026 annual stockholder meeting.

What committees will Kelly Fischer serve on at OrthoPediatrics (KIDS)?

Ms. Fischer was appointed to the Board's Audit Committee and Compensation Committee.

Will Kelly Fischer receive compensation for her board service at OrthoPediatrics (KIDS)?

Yes; she will be entitled to receive her pro rata portion of the 2025 Award as described in the Company's Non-Employee Director Compensation Policy (Exhibit 10.1 to a recent Quarterly Report).

Are there any material transactions or agreements between Kelly Fischer and OrthoPediatrics (KIDS)?

The filing states Ms. Fischer has not entered into any material plan, contract, or arrangement in connection with her appointment and is not party to any transaction requiring disclosure under applicable rules.

What happens to Terry Schlotterback's unvested restricted shares?

The Board agreed the remaining 10,900 unvested restricted shares will remain outstanding and continue to vest on their respective schedules as though he remained a director.