OrthoPediatrics holder at 23.8% after share sales

Amendment No. 4 reports recent share sales by Squadron Capital LLC while it and its affiliates continue to hold about 24% of OrthoPediatrics’ common stock.

Rhea-AI Filing Summary

OrthoPediatrics Corp. (KIDS) has received Amendment No. 4 to a Schedule 13D from Squadron Capital LLC, Squadron Capital Holdings LLC, Jennifer N. Pritzker, and David R. Pelizzon updating their ownership in the company. Squadron Capital LLC now directly holds 6,201,764 shares of common stock, representing 23.8% of the outstanding shares based on 26,109,788 shares outstanding as of August 4, 2026. Including direct and indirect holdings, Jennifer N. Pritzker may be deemed to beneficially own 6,216,471 shares (23.8%), and David R. Pelizzon 6,246,148 shares (23.9%).

The filing also reports that Squadron Capital LLC sold 22,500 shares on September 2, 2026 at a weighted average price of $23.35 and 302,369 shares on September 10, 2026 at a weighted average price of $21.01, in each case to provide additional capital for its other portfolio businesses, while retaining a significant stake in OrthoPediatrics.

Filing Explained

The amendment clarifies that Squadron Capital LLC directly holds 6,201,764 shares, while its managing committee’s voting and investment authority supports Jennifer Pritzker’s and David Pelizzon’s reported beneficial ownership of those shares, separate from their direct holdings.

Key Figures

Shares beneficially owned by Squadron Capital LLC: 6,201,764 shares Ownership percentage of Squadron Capital LLC: 23.8% Shares beneficially owned by Jennifer N. Pritzker: 6,216,471 shares +5 more

8 metrics

Shares beneficially owned by Squadron Capital LLC 6,201,764 shares Directly held OrthoPediatrics common stock as of the amendment date

Ownership percentage of Squadron Capital LLC 23.8% Based on 26,109,788 shares outstanding as of August 4, 2026

Shares beneficially owned by Jennifer N. Pritzker 6,216,471 shares Aggregate beneficial ownership of OrthoPediatrics common stock

Shares beneficially owned by David R. Pelizzon 6,246,148 shares Aggregate beneficial ownership of OrthoPediatrics common stock

Company shares outstanding 26,109,788 shares OrthoPediatrics common stock outstanding as of August 4, 2026

Sale on September 2, 2026 22,500 shares at $23.35 Open-market sale by Squadron Capital LLC at weighted average price

Sale on September 10, 2026 302,369 shares at $21.01 Sale by Squadron Capital LLC at weighted average price

Restricted shares held by David R. Pelizzon 17,959 shares Restricted shares he can vote but cannot transfer until vesting

Key Terms

beneficially own, Schedule 13D, shared voting power, shared dispositive power, +1 more

5 terms

beneficially own financial

"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.

Schedule 13D regulatory

"This Amendment No. 4 to a Schedule 13D amends and supplements"

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.

shared voting power financial

"Shared Voting Power 6,201,764.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 6,201,764.00"

weighted average price financial

"sold an aggregate 22,500 shares ... for a weighted average price of $23.35"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Squadron Capital LLC beneficially owns 6,201,764 shares of OrthoPediatrics common stock, representing 23.8% of the class, based on 26,109,788 shares outstanding as of August 4, 2026.

How many OrthoPediatrics (KIDS) shares did Squadron Capital LLC recently sell and at what prices?

Squadron Capital LLC sold 22,500 shares on September 2, 2026 at a weighted average price of $23.35, and 302,369 shares on September 10, 2026 at a weighted average price of $21.01, to provide additional capital for its other portfolio businesses.

What is Jennifer N. Pritzker’s reported beneficial ownership in OrthoPediatrics (KIDS)?

Jennifer N. Pritzker may be deemed to beneficially own 6,216,471 shares of OrthoPediatrics common stock, representing 23.8% of the outstanding shares, including interests held through entities and by her spouse.

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

David R. Pelizzon may be deemed to beneficially own 6,246,148 shares of OrthoPediatrics common stock, or 23.9% of the class, including 44,384 shares he holds directly, of which 17,959 are restricted shares he can vote but cannot yet transfer.

On what share count is the reported OrthoPediatrics (KIDS) ownership percentage based?

All reported ownership percentages 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 for the quarter ended June 30, 2026.

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

The filing states that Squadron Capital LLC’s sales of OrthoPediatrics shares on September 2 and 10, 2026 were undertaken to provide additional capital for its other portfolio businesses.

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

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Available on EDGAR 09/11/2026 - 08:45 AM Accepted by SEC EDGAR 09/11/2026 - 08:44 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

09/10/2026

(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 6,201,764.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,201,764.00

11

Aggregate amount beneficially owned by each reporting person

6,201,764.00

12

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

13

Percent of class represented by amount in Row (11)

23.8 %

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 6,201,764.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,201,764.00

11

Aggregate amount beneficially owned by each reporting person

6,201,764.00

12

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

13

Percent of class represented by amount in Row (11)

23.8 %

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 6,205,571.00
9	Sole Dispositive Power 10,900.00
10	Shared Dispositive Power 6,205,571.00

11

Aggregate amount beneficially owned by each reporting person

6,216,471.00

12

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

13

Percent of class represented by amount in Row (11)

23.8 %

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 6,201,764.00
9	Sole Dispositive Power 26,425.00
10	Shared Dispositive Power 6,201,764.00

11

Aggregate amount beneficially owned by each reporting person

6,246,148.00

12

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

13

Percent of class represented by amount in Row (11)

23.9 %

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. 4 to Schedule 13D ("Amendment No. 4") 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 6,201,764 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 September 2, 2026, SC LLC sold an aggregate 22,500 shares of Common Stock in the open market for a weighted average price of $23.35. On September 10, 2026, SC LLC sold 302,369 shares of Common Stock for a weighted average price of $21.01. 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:	09/11/2026

Squadron Capital Holdings LLC

Signature:	/s/ Mary Falcon
Name/Title:	Mary Falcon, Manager
Date:	09/11/2026

Jennifer N. Pritzker

Signature:	/s/ Jennifer N. Pritzker
Name/Title:	Jennifer N. Pritzker
Date:	09/11/2026

David R. Pelizzon

Signature:	/s/ David R. Pelizzon
Name/Title:	David R. Pelizzon
Date:	09/11/2026