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): ~~December~~January 1013, ~~2024~~2025

Paragon 28, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-40902

27-3170186

(State or Other Jurisdiction

of Incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

14445 Grasslands Drive

Englewood, Colorado

80112

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (720) 912-1332

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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))

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, $0.01 par value		FNA		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~December 10~~ January 13, ~~2024~~2025, ~~the Board of Directors (the “Board”) of the~~ Paragon 28, Inc. (the “Company”), ~~based~~issued ona ~~the~~press ~~recommendation~~release ofannouncing preliminary unaudited revenue for the ~~Corporate~~fourth ~~Governance~~quarter and ~~Nominating~~full ~~Committee~~year ofended ~~the~~December ~~Board~~31, ~~increased~~2024. ~~the~~A ~~size~~copy of the ~~Board~~Company’s topress ~~nine (9) members~~release ~~and~~is ~~appointed~~furnished ~~Mr. Dave Demski to serve~~ as anExhibit ~~independent~~99.1 ~~director of the Company~~hereto.

~~Mr. Demski~~On January 13, ~~age~~ 662025, ~~has extensive medical device and management experience. Mr. Demski served as~~ the ~~President~~Company ~~and~~posted ~~CEO~~a ~~of Globus Medical from~~presentation ~~August 2017~~ to ~~April 2022. He previously served as Globus’ CFO from 2003 to July 2008 and as~~ its ~~President, Emerging~~website ~~Technologies.~~relating ~~Prior~~ to ~~joining~~the ~~Globus Mr. Demski founded Cornerstone Capital LBO Fund, a boutique leveraged buyout consultancy. Mr. Demski~~Company’s ~~experience~~preliminary ~~also~~unaudited ~~includes~~revenue ~~serving as Vice President~~ for ~~Gilo~~the ~~Ventures,~~fourth aquarter ~~Silicon Valley-based venture capital fund,~~ and ~~serving~~full asyear ~~Chief~~ended ~~Operating~~December ~~Officer of Rendall and Associates~~31, ~~a telecommunications-focused consulting firm. Mr. Demski has served~~2024 asand a ~~member~~discussion of ~~the~~its ~~board~~financial ofprofile, ~~directors~~market ofstrategy, ~~Alphatec~~products ~~Spine~~and ~~(NASDAQ:~~recent ~~ATEC) since October 2023~~developments. HeA ~~also~~copy ~~served~~of on the ~~board~~presentation ofis ~~Axonics, Inc. from~~attached ~~January 2021 until their acquisition by Boston Scientific in November 2024. Previously he was an audit supervisor for Peat,~~as ~~Marwick,~~Exhibit ~~Mitchell & Company~~99.2 ~~Mr. Demski~~to ~~received~~this aCurrent ~~B.S.~~Report inon ~~Business~~Form ~~Administration from the University of Michigan and an M~~8-K.~~B.A. from Stanford Graduate School of Business.~~

InThe ~~connection~~information ~~with~~in MrItem 2. ~~Demski’s~~02 ~~appointment~~of tothis ~~the~~Current ~~Board,~~Report Mron Form 8-K, including Exhibit 99. ~~Demski~~1 ~~will~~and ~~receive~~Exhibit ~~compensation~~99.2, asshall anot ~~non-employee~~be ~~director~~deemed into ~~accordance~~be ~~with~~“filed” ~~the~~for ~~Company’s~~purposes ~~director~~of ~~compensation~~Section ~~program as~~18 ~~described~~of inthe Securities ~~its~~Exchange ~~2024~~Act ~~Proxy~~of ~~Statement~~1934, ~~dated~~as ~~April 5~~amended, ~~2024.~~or ~~There~~otherwise ~~are~~subject noto ~~arrangements~~the liabilities of that section or ~~understandings~~Section ~~between~~11 ~~Mr. Demski~~ and ~~any~~12(a)(2) ~~other~~of ~~person~~the Securities inAct ~~connection~~of ~~with~~1933, ~~his~~as ~~appointment~~amended. asThe ainformation ~~director~~contained in Item 2.02 of ~~the~~this ~~Company~~Current MrReport on Form 8-K, including Exhibit 99. ~~Demski~~1 and isExhibit 99.2, shall not ~~related~~be toincorporated ~~any~~by ~~officer~~reference ~~or director~~into ofany filing with the ~~Company~~U.S. Securities and ~~there~~Exchange ~~are~~Commission nomade ~~transactions~~by orthe Company, ~~relationships~~whether ~~between~~made ~~Mr. Demski~~before ~~and~~or after the ~~Company~~date ~~and~~hereof, ~~its~~regardless ~~subsidiaries~~of ~~that~~any general incorporation language in such filing, except as expressly ~~are~~set ~~reportable~~forth ~~under~~by ~~Item~~specific ~~404(a) of~~reference ~~Regulation~~in ~~S-K~~such a filing.

Item 79.01 ~~Regulation~~Financial FDStatements ~~Disclosure~~and Exhibits.

On December 11, 2024, the Company issued a press release announcing the appointment of Dave Demski as an independent director of its Board. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Exhibit Number		Description of Exhibit
99.1		Press Release, dated January 13, 2025, titled “Paragon 28 Announces Preliminary Unaudited Revenue for the Fourth Quarter and Full Year 2024"
99.2		Company Presentation dated January 13, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall is be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

Exhibit Number		Description of Exhibit
		PARAGON 28, INC.
99.1		Press Release, dated December 11, 2024, titled “Paragon 28 Appoints Dave Demski to Board of Directors”
Date: January 13, 2025	By:	/s/ Robert S. McCormack
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
		General Counsel & Corporate Secretary

SIGNATURES

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.

		PARAGON 28, INC.
Date: December 11, 2024	By:	/s/ Robert S. McCormack
		General Counsel & Corporate Secretary

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