Squadron Capital trims OrthoPediatrics 25% stake

Rhea-AI Filing Summary

OrthoPediatrics Corp. (KIDS) has an amended Schedule 13D (Amendment No. 3) reporting updated ownership and recent share sales by Squadron Capital LLC and related parties. Squadron Capital LLC directly holds 6,526,633 shares of common stock, representing 25.0% of the outstanding shares, based on 26,109,788 shares outstanding as of August 4, 2026.

Through direct and indirect holdings, Jennifer N. Pritzker is deemed to beneficially own 6,541,340 shares (about 25.1%), and David R. Pelizzon is deemed to beneficially own 6,571,017 shares (about 25.2%). Squadron Capital LLC executed several open-market sales between August 24 and September 1, 2026 at weighted average prices between $23.04 and $25.75, stated as undertaken to provide additional capital for its other portfolio businesses.

Filing Explained

This Amendment No. 3 is a filed update to a Schedule 13D, which reports ownership above 5%; the disclosed approximately 25% stakes include shared or deemed interests, and 17,959 restricted shares can be voted but not transferred until vesting.

Key Figures

Shares beneficially owned by Squadron Capital LLC: 6,526,633 shares of Common Stock Ownership percentage of Squadron Capital LLC: 25.0% Shares beneficially owned by Jennifer N. Pritzker: 6,541,340 shares of Common Stock +5 more

8 metrics

Shares beneficially owned by Squadron Capital LLC 6,526,633 shares of Common Stock Beneficial ownership as of the date of Amendment No. 3

Ownership percentage of Squadron Capital LLC 25.0% Based on 26,109,788 shares outstanding as of August 4, 2026

Shares beneficially owned by Jennifer N. Pritzker 6,541,340 shares of Common Stock Aggregate beneficial ownership, including indirect holdings

Ownership percentage of Jennifer N. Pritzker 25.1% Based on 26,109,788 shares outstanding as of August 4, 2026

Shares beneficially owned by David R. Pelizzon 6,571,017 shares of Common Stock Aggregate beneficial ownership, including direct and indirect holdings

Ownership percentage of David R. Pelizzon 25.2% Based on 26,109,788 shares outstanding as of August 4, 2026

Shares outstanding 26,109,788 shares of Common Stock Shares outstanding as of August 4, 2026, per Form 10-Q

Largest reported sale price $25.75 per share Weighted average price for 4,000 shares sold on August 24, 2026

Key Terms

Schedule 13D, beneficially own, manager-managed limited liability company, weighted average price, +1 more

5 terms

Schedule 13D regulatory

"This Amendment No. 3 to ("Amendment No. 3") amends and supplements the originally filed by the Reporting Persons"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially own financial

"In such capacity, each of Ms. Pritzker and Mr. Pelizzon may, for the purposes hereof, be deemed to beneficially own the shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

manager-managed limited liability company financial

"Squadron Capital LLC ("SC LLC") is a manager-managed limited liability company and, as of the date hereof, directly holds"

weighted average price financial

"sold an aggregate 4,000 shares of Common Stock in the open market for a weighted average price of $25.75"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

dispositive power financial

"Sole Dispositive Power 0.00 10 | Shared Dispositive Power 6,526,633.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

What percentage of OrthoPediatrics Corp. (KIDS) does Squadron Capital LLC currently beneficially own?

Squadron Capital LLC beneficially owns 6,526,633 shares of OrthoPediatrics Corp. common stock, representing 25.0% of the class, based on 26,109,788 shares outstanding as of August 4, 2026 as reported in the company’s Form 10-Q for the quarter ended June 30, 2026.

How many OrthoPediatrics (KIDS) shares is Jennifer N. Pritzker deemed to beneficially own?

Jennifer N. Pritzker is deemed to beneficially own 6,541,340 shares of OrthoPediatrics common stock, or about 25.1% of the class, including shares held directly, jointly, and through entities such as the Pritzker Military Museum and Library, the Tawani Foundation, the Pritzker Military Foundation, and her spouse.

What is David R. Pelizzon’s beneficial ownership in OrthoPediatrics (KIDS)?

David R. Pelizzon is deemed to beneficially own 6,571,017 shares of OrthoPediatrics common stock, representing approximately 25.2% of the class. This includes 44,384 shares held directly, of which 17,959 are restricted shares that he can vote but cannot transfer until vesting.

What recent OrthoPediatrics (KIDS) share sales did Squadron Capital LLC report?

Squadron Capital LLC reported open-market sales of OrthoPediatrics common stock on August 24 (4,000 shares at $25.75), August 25 (16,300 shares at $24.74), August 26 (18,000 shares at $24.28), August 28 (326,700 shares at $23.04), and September 1, 2026 (10,131 shares at $23.10), all at weighted average prices.

Why did Squadron Capital LLC sell OrthoPediatrics (KIDS) shares according to the filing?

The filing states that Squadron Capital LLC’s sales of OrthoPediatrics common stock between August 24 and September 1, 2026 “were undertaken by SC LLC to provide additional capital for its other portfolio businesses,” indicating a capital allocation decision within its broader investment portfolio.

What is the total number of OrthoPediatrics (KIDS) shares outstanding used in the ownership calculations?

All ownership percentages in the filing are based on 26,109,788 shares of OrthoPediatrics common stock outstanding as of August 4, 2026, as reported in the company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/01/2026 - 06:40 PM Accepted by SEC EDGAR 09/01/2026 - 06:40 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

OrthoPediatrics Corp.

(Name of Issuer)

Common Stock, par value $0.00025 per share

(Title of Class of Securities)

68752L100

(CUSIP Number)

C. Birkeland & A. Berlin
Latham & Watkins LLP, 330 N. Wabash Avenue, Suite 2800
Chicago, IL, 60611
312-876-7700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/28/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 68752L100

1

Name of reporting person

Squadron Capital LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,526,633.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,526,633.00

11

Aggregate amount beneficially owned by each reporting person

6,526,633.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Percentages are based on 26,109,788 shares of Common Stock outstanding as of August 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 68752L100

1

Name of reporting person

Squadron Capital Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,526,633.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,526,633.00

11

Aggregate amount beneficially owned by each reporting person

6,526,633.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Percentages are based on 26,109,788 shares of Common Stock outstanding as of August 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 68752L100

1

Name of reporting person

Jennifer N. Pritzker

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 10,900.00
8	Shared Voting Power 6,530,440.00
9	Sole Dispositive Power 10,900.00
10	Shared Dispositive Power 6,530,440.00

11

Aggregate amount beneficially owned by each reporting person

6,541,340.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Percentages are based on 26,109,788 shares of Common Stock outstanding as of August 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

SCHEDULE 13D

CUSIP Number(s): 68752L100

1

Name of reporting person

David R. Pelizzon

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 44,384.00
8	Shared Voting Power 6,526,633.00
9	Sole Dispositive Power 26,425.00
10	Shared Dispositive Power 6,526,633.00

11

Aggregate amount beneficially owned by each reporting person

6,571,017.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Percentages are based on 26,109,788 shares of Common Stock outstanding as of August 4, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.00025 per share
(b)	Name of Issuer: OrthoPediatrics Corp.
(c)	Address of Issuer's Principal Executive Offices: 2850 Frontier Drive, Warsaw, INDIANA , 46582.
Item 1 Comment: This Amendment No. 3 to Schedule 13D ("Amendment No. 3") amends and supplements the Schedule 13D originally filed by the Reporting Persons on March 18, 2021 (as amended to date, the "Schedule 13D"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is amended and restated in its entirety as follows: The information contained on the cover pages to this Schedule 13D is incorporated herein by reference. Squadron Capital LLC ("SC LLC") is a manager-managed limited liability company and, as of the date hereof, directly holds 6,526,633 shares of Common Stock. The voting and investment decisions of SC LLC are made by its managing committee, consisting of Jennifer N. Pritzker and David R. Pelizzon. In such capacity, each of Ms. Pritzker and Mr. Pelizzon may, for the purposes hereof, be deemed to beneficially own the shares of Common Stock held directly by SC LLC. Mr. Pelizzon also directly holds 44,384 shares of Common Stock, including 17,959 restricted shares of Common Stock that Mr. Pelizzon has the ability to vote but is restricted from transferring until their vesting date. Ms. Pritzker directly and/or jointly holds 10,900 shares of Common Stock. Ms. Pritzker may also, for the purposes hereof, be deemed to beneficially own (i) 500 shares of Common Stock held directly by the Pritzker Military Museum and Library, for which she is the sole member, (ii) 1,300 shares of Common Stock directly held by the Tawani Foundation, for which she is the sole member, (iii) 1,300 shares of Common Stock held by the Pritzker Military Foundation, for which she is the sole member, and (iv) 707 shares of Common Stock held directly by her spouse. Squadron Capital Holdings LLC ("SCH LLC") is a manager-managed limited liability company and the controlling member of SC LLC, and in such capacity may be deemed to beneficially own the shares of Common Stock held directly by SC LLC. The voting and investment decisions of SCH LLC are made by its managing committee, consisting of Mary Falcon, David Pelizzon and Michelle Nakfoor. The members of the managing committee of SCH LLC disclaim beneficial ownership as a result of serving as members of the management committee.
(b)	See Item 5(a).
(c)	On August 24, 2026, SC LLC sold an aggregate 4,000 shares of Common Stock in the open market for a weighted average price of $25.75. On August 25, 2026, SC LLC sold an aggregate 16,300 shares of Common Stock in the open market for a weighted average price of $24.74. On August 26, 2026, SC LLC sold an aggregate 18,000 shares of Common Stock in the open market for a weighted average price of $24.28. On August 28, 2026, SC LLC sold 326,700 shares of Common Stock for a weighted average price of $23.04. On September 1, 2026, SC LLC sold an aggregate 10,131 shares of Common Stock in the open market for a weighted average price of $23.10. These sales were undertaken by SC LLC to provide additional capital for its other portfolio businesses.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Squadron Capital LLC

Signature:	/s/ David R. Pelizzon
Name/Title:	David R. Pelizzon, President
Date:	09/01/2026

Squadron Capital Holdings LLC

Signature:	/s/ Mary Falcon
Name/Title:	Mary Falcon, Manager
Date:	09/01/2026

Jennifer N. Pritzker

Signature:	/s/ Jennifer N. Pritzker
Name/Title:	Jennifer N. Pritzker
Date:	09/01/2026

David R. Pelizzon

Signature:	/s/ David R. Pelizzon
Name/Title:	David R. Pelizzon
Date:	09/01/2026