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Orthofix Medical Inc.

For the period ended Mar 31, 2026. Filed May 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 5, 2026

OFIX$7.87-11.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-04.

0001193125-25-263670

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-05.

0001193125-26-205003

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 135 previous paragraphs and 99 current paragraphs.

40 unchanged; 35 reworded; 21 added; 53 removed; 7 previous and 3 current paragraphs rearranged.

Tables are not compared: 11 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (21)

Current report

First quarter 2026 reported net sales of $196.7 million, including sales from M6 artificial cervical and lumbar discs. Non-GAAP pro forma net sales of $196.4 million, excluding sales from M6 discs, increased 3% year over year on a constant currency basis, reflecting steady execution during the final stages of distributor transitions, with further improvement expected as productivity increases.

Current report

Global Spine Fixation delivered reported net sales growth of 6% and constant currency growth of 6% compared to the prior year period, including U.S. Spine Fixation growth of 4%, driven by enhanced commercial focus, deeper procedural penetration, and continuing benefits from distributor transition initiatives.

Current report

Therapeutic Solutions (formerly Bone Growth Therapies) achieved year-over-year net sales growth of 5%, supported by continued demand across the portfolio and effective commercial execution.

Current report

Global Limb Reconstruction reported net sales growth of 10% and constant currency growth of 3% compared to the prior year period, reflecting continued demand for core fixation and reconstruction systems.

Current report

First quarter 2026 reported net loss of $(20.9) million and non-GAAP pro forma adjusted EBITDA of $9.7 million, reflecting impacts from geography mix and commercial transitions.

Current report

Net sales of $163.9 million, flat compared to the prior year period

Current report

Net sales of $32.8 million, an increase of $3.0 million or 10.2% on a reported basis and 3.0% on a constant currency basis

Current report

U.S. net sales decline of $0.1 million, or 0.8%, largely due to timing of large capital sales orders, partially offset by growth from new products launched in the past three years

Current report

Increase in gross profit also driven by reduced headcount, overhead costs, and depreciation, resulting from the discontinuation of the M6 product lines

Current report

These changes were also partially offset by certain changes in geographical mix of net sales

Current report

Sales, general, and administrative expense increased $1.9 million

Current report

Increase of $2.9 million primarily driven by increased compensation and benefit costs, including variable compensation and share-based compensation expense

Current report

Increase of $0.7 million in professional fees and insurance costs, mostly pertaining to an increase in accrued settlement fees and costs

Current report

Partially offset by a decrease of $2.3 million in depreciation expense, mostly as a result of impairments incurred in the prior year as a result of the discontinuation of the M6 product lines

Current report

Partially offset by an increase of $0.4 million in clinical studies and product development costs

Current report

Acquisition-related amortization, impairment, and remeasurement decreased $14.0 million

Current report

Unfavorable change of $1.4 million attributable to an increase in interest expense following the funding of the $65.0 million Term B Loan in January 2026

Current report

Partially offset by a favorable change of $0.2 million resulting from interest earned on certain Employee Retention Credit refunds received in the first quarter of 2026
Removed paragraphs (53)

Previous report

Third quarter 2025 net sales of $205.6 million, including sales from our M6 artificial cervical and lumbar discs, and pro forma net sales of $203.4 million, excluding sales from our M6 discs, representing an increase of 5% on a reported basis and 6% on a pro forma constant currency basis compared to third quarter 2024

Previous report

U.S. Spine Fixation net sales growth of 8% and procedure volume growth of 10% compared to third quarter 2024

Previous report

Bone Growth Therapies ("BGT") net sales of $61.2 million, representing growth of 6% compared to third quarter 2024

Previous report

Global Orthopedics net sales of $33.6 million, achieving constant currency growth of 6%, and U.S. Orthopedics net sales growth of 19% compared to third quarter 2024

Previous report

Third quarter 2025 net loss of $(22.8) million on a reported basis; Non-GAAP pro forma adjusted EBITDA of $24.6 million, with pro forma adjusted EBITDA margin expanding approximately 233 basis points compared to reported non-GAAP adjusted EBITDA for the third quarter 2024

Previous report

Seven consecutive quarters of adjusted EBITDA margin expansion; positive free cash flow of $2.5 million for the third quarter 2025

Previous report

Net sales of $172.1 million, an increase of $6.0 million or 3.6%

Previous report

Net sales of $505.7 million, an increase of $10.3 million or 2.1%

Previous report

Net sales from the M6 product lines decreased $8.5 million, or 48.3%, as a result of the announcement and discontinuation of the product lines to focus resources and investment in more profitable growth opportunities

Previous report

Net sales of $33.6 million, an increase of $3.1 million or 10.1% on a reported basis and 5.9% on a constant currency basis

Previous report

U.S. growth of $1.6 million, or 18.5%, largely due to investments made in recent product launches, commercial execution within our sales channel, and from growth within our TrueLok and Fitbone product lines

Previous report

Net sales of $96.7 million, an increase of $8.3 million or 9.4% on a reported basis and 7.4% on a constant currency basis

Previous report

U.S. growth of $4.6 million, or 18.6%, largely due to investments made in recent product launches, commercial execution within our sales channel, and from growth within our TrueLok and Fitbone product lines

Previous report

Increase in gross profit driven by net sales growth across BGT, Spinal Implants, Enabling Technologies, and Orthopedics product categories and from reduced headcount and overhead costs as a result of our decision to discontinue the M6 product lines

Previous report

Increase in gross profit of $3.0 million driven by a reduction of amortization of the inventory fair value step-up recognized in the SeaSpine Merger, which were amortized over the expected sales cycles of the acquired inventory and concluded in December 2024

Previous report

Increase of $1.6 million driven by a reduction in certain inventory-related charges, primarily due to portfolio rationalization decisions made in the prior year related to the SeaSpine Merger

Previous report

Increase in gross profit driven by net sales growth across BGT, Spinal Implants, Enabling Technologies, and Orthopedics product categories

Previous report

Increase in gross profit of $9.1 million driven by a reduction of amortization of the inventory fair value step-up recognized in the SeaSpine Merger, which were amortized over the expected sales cycles of the acquired inventory and concluded in December 2024

Previous report

Sales, general, and administrative expense increased $18.0 million

Previous report

Increase of $13.2 million associated with certain legal matters, including our ongoing arbitration claims with former executives and the related securities class action complaints

Previous report

Increase of approximately $3.9 million in certain compensation-related costs, including commissions, due to increased headcount and net sales

Previous report

Increase of $0.5 million related to impairments incurred as a result of our decision to discontinue the M6 product lines

Previous report

Partially offset by a decrease of $0.8 million in integration-related costs, mostly stemming from severance expenses and professional fees incurred in the prior year

Previous report

Sales, general, and administrative expense increased $21.5 million

Previous report

Increase of $17.9 million associated with certain legal matters, including our ongoing arbitration claims with former executives and the related securities class action complaints

Previous report

Increase of approximately $9.1 million in certain compensation related costs, including commissions, due to increased headcount and net sales

Previous report

Increase of $7.8 million related to impairments of certain assets and losses incurred as a result of our decision to discontinue the M6 product lines

Previous report

Partially offset by a decrease of $10.5 million in succession charges and share-based compensation expense, primarily as a result of changes made in our executive leadership positions in the prior year

Previous report

Decrease of approximately $2.3 million as a result of our recent restructuring activities, mostly related to headcount, professional fees, and reduced spend for clinical studies as a result of our decision to discontinue the M6 product lines

Previous report

Decrease of $0.2 million in costs to comply with the European Union Medical Device Regulations

Previous report

Decrease of approximately $7.9 million as a result of our recent restructuring activities, mostly related to headcount, professional fees, and reduced spend for clinical studies as a result of our decision to discontinue the M6 product lines

Previous report

Decrease of $0.9 million in costs to comply with the European Union Medical Device Regulations

Previous report

Acquisition-related amortization, impairment, and remeasurement decreased $3.8 million

Previous report

Decrease of $1.4 million in amortization expense of acquired intangibles, primarily as a result of our decision in the first quarter of 2025 to discontinue the M6 product lines and other product portfolio decisions

Previous report

Acquisition-related amortization, impairment, and remeasurement increased $4.2 million

Showing the first 40 of 53 passages. Open the source sections for the rest.

Reworded paragraphs (35)

Previous wording

We are a global medical technology company headquartered in Lewisville, Texas. By providing medical technologies that heal musculoskeletal pathologies, we deliver exceptional experiences and life-changing solutions to patients around the world. We offer a comprehensive portfolio of spinal hardware, bone growth therapies, specialized orthopedic solutions, biologics, and enabling technologies, including the 7D FLASH navigation system. To learn more, visit Orthofix.com and follow on LinkedIn. Information included on our website is not incorporated into, or otherwise creates a part of, this report.

Current wording

We are a global medical technology company dedicated to advancing healing and restoring mobility for patients with complex musculoskeletal conditions. Headquartered in Lewisville, Texas, we deliver technology-enabled solutions that support improved clinical outcomes and more efficient care across the continuum. We offer a focused and differentiated portfolio spanning spinal implants, therapeutic solutions, limb reconstruction systems, biologics and enabling technologies, including the 7D FLASH Navigation System. Learn more at Orthofix.com and follow Orthofix on LinkedIn. Information included on our website is not incorporated into, or otherwise creates a part of, this report.

Previous wording

Notable financial metrics in the third quarter of 2025 and recent achievements include the following:

Current wording

Notable financial metrics in the first quarter of 2026 and recent achievements include the following:

Previous wording

Our operations are managed through two reporting segments: Global Spine and Global Orthopedics. The following table provides net sales by product category by reporting segment:

Current wording

Our operations are managed through two reporting segments: Global Spine and Global Limb Reconstruction. The following table provides net sales by product category and reporting segment:

Previous wording

Results above for each of Spinal Implants, Biologics, and Enabling Technologies; Global Spine; and pro forma net sales exclude the impact of the Company's discontinuation of its M6 product lines. As pro forma net sales represent a Non-GAAP measure, see the reconciliation above of the Company's pro forma net sales to its reported figures under U.S. GAAP. The Company's reported figures under U.S. GAAP represent each of the pro forma line items discussed above plus the impact from discontinuation of the M6 product lines shown above.

Current wording

Results above for each of Spinal Implants, Biologics, and Enabling Technologies; Global Spine; and pro forma net sales exclude the impact from discontinuation of the M6 product lines. Since pro forma net sales represent a non-GAAP measure, see the reconciliation above of the Company's pro forma net sales to its reported figures under U.S. GAAP. The Company's reported figures under U.S. GAAP represent each of the pro forma line items discussed above plus the impact from discontinuation of the M6 product lines.

Previous wording

BGT, which manufactures, distributes, sells, and provides support services for market-leading devices used adjunctively in high-risk spinal fusion procedures and treats both nonunion and acute fractures in the orthopedic space. BGT uses distributors and a direct sales channel to sell its devices and provide associated support services to hospitals, healthcare providers, and patients in the U.S.

Current wording

Therapeutic Solutions manufactures, distributes, sells, and provides support services for market-leading devices used adjunctively in high-risk spinal fusion procedures and treats both nonunion and acute fractures in the orthopedic space. Therapeutic Solutions uses distributors and a direct sales channel to sell its devices and provide associated support services to hospitals, healthcare providers, and patients in the U.S.

Previous wording

Spinal Implants, Biologics, and Enabling Technologies is comprised of a broad portfolio of spine fixation implant products used in surgical procedures of the spine, which includes one of the most comprehensive biologics portfolios in both the demineralized bone matrix and cellular allograft market segments and image-guided surgical solutions to facilitate degenerative, minimally invasive, and complex surgical procedures. Spinal Implants, Biologics, and Enabling Technologies products are sold through a network of distributors and sales representatives to hospitals and healthcare providers on a global basis for Spinal Implants and Enabling Technologies, and primarily within the U.S. for Biologics.

Current wording

Spinal Implants, Biologics, and Enabling Technologies is comprised of a broad portfolio of spine fixation implant products used in surgical procedures of the spine, one of the most comprehensive biologics portfolios in both the demineralized bone matrix and cellular allograft market segments and image-guided surgical solutions to facilitate degenerative, minimally invasive, and complex surgical procedures. Spinal Implants, Biologics, and Enabling Technologies products are sold through a network of distributors and sales representatives to hospitals and healthcare providers on a global basis for Spinal Implants and Enabling Technologies, and primarily within the U.S. for Biologics.

Previous wording

BGT net sales increased $9.3 million, or 5.5%, largely driven by (i) favorable changes in average sales prices, (ii) increase in gross order volumes from our continued investment in our direct sales channels for both the spine and fracture markets, and (iii) continued share growth of AccelStim

Current wording

Therapeutic Solutions net sales increased $2.7 million, or 4.9%, largely driven by (i) favorable changes in average sales prices and (ii) increases in gross order volumes from our continued investment in our direct sales channels for both the spine and fracture markets

Previous wording

Spinal Implants, Biologics, and Enabling Technologies net sales, excluding sales from the M6 product lines, increased $5.8 million, or 5.6%, primarily due to increased sales growth from new and existing high-volume distribution partners, particularly within Spinal Implants, which saw growth in its cervical, interbody, and thoracolumbar franchises; growth in these areas were partially offset by a decline in Biologics net sales

Current wording

Spinal Implants, Biologics, and Enabling Technologies net sales, excluding sales from the M6 product lines, increased $1.5 million, or 1.4%, primarily due to increased sales growth from new and existing high-volume distributor partners within Spine Fixation, which saw growth in its cervical, thoracolumbar, and interbody franchises; growth in these areas was partially offset by a decline in Biologics and Enabling Technologies. The decrease in Enabling Technologies was due to the timing of revenue in the prior year from completed contracts under the Voyager Earnout program.

Previous wording

Net sales from the M6 product lines decreased $3.1 million, or 58.3%, as a result of the announcement and discontinuation of the product lines to focus resources and investment in more profitable growth opportunities

Current wording

Net sales from the M6 product lines decreased $4.2 million, or 94.2%, as a result of the discontinuation of the product lines in 2025 to focus resources and investments in more profitable growth opportunities

Previous wording

Global Orthopedics offers products and solutions for the underserved limb reconstruction market that encompasses four pillars: deformity correction, limb lengthening, complex fracture management, and limb preservation. Global Orthopedics sells its products through a global network of distributors and sales representatives to hospitals, healthcare organizations, and healthcare providers.

Current wording

Global Limb Reconstruction offers products and solutions for the underserved limb reconstruction market that encompasses four pillars: deformity correction, limb lengthening, complex fracture management, and limb preservation. Global Limb Reconstruction sells its products through a global network of distributors and sales representatives to hospitals, healthcare organizations, and healthcare providers.

Previous wording

International sales increase $2.0 million, or 3.2% on a constant currency basis, primarily driven by sales from new products launched in the past three years and partially offset by large orders made by NGOs in the prior year

Current wording

International sales increase of $3.1 million, or 4.6% on a constant currency basis, primarily driven by sales of new products launched in the past three years and partially offset by large tender orders in the prior year

Previous wording

Increase of $1.3 million due to movement in foreign currency exchange rates, which had a favorable impact on net sales in the quarter

Current wording

Net sales increase of $2.2 million due to movement in foreign currency exchange rates, which had a favorable impact during the quarter

Previous wording

Partially offset by decrease in gross profit of $8.4 million resulting from an increase in inventory reserve expenses, primarily driven by our decision to discontinue the M6 product lines in order to focus resources and investments on more profitable growth opportunities

Current wording

Increase in gross profit of $12.4 million resulting from significant inventory reserve expenses recorded in the first quarter of 2025, primarily attributable to the discontinuation of the M6 product lines in order to focus resources and investments on more profitable growth opportunities

Previous wording

Partially offset by an increase of $4.1 million related to the impairments associated with our discontinuation of the M6 product lines and other organizational restructuring activities

Current wording

Decrease of $4.8 million related to impairments associated with the discontinuation of the M6 product lines and other organizational restructuring activities that occurred in 2025

Previous wording

Increase of $12.3 million in amortization and impairment expense of acquired intangibles, primarily associated with the impairment of certain acquired intangible assets as a result of the discontinuation of the M6 product lines and other product portfolio decisions

Current wording

Decrease of $15.4 million in amortization expense primarily associated with the impairment of certain acquired intangible assets as a result of the discontinuation of the M6 product lines

Previous wording

Decrease of $2.4 million associated with the remeasurement of a contingent consideration obligation with Lattus Spine LLC assumed in the SeaSpine Merger

Current wording

Partially offset by an increase of $1.4 million associated with the remeasurement of a contingent consideration obligation with Lattus Spine LLC assumed in the merger with SeaSpine Holdings Corporation (the "Merger")

Previous wording

Decrease of $1.7 million associated with foreign currency exchange rates, as we recorded a non-cash remeasurement loss of $0.6 million in the third quarter of 2025 compared to a gain of $1.2 million in the third quarter of 2024

Current wording

Unfavorable change of $2.0 million associated with foreign currency exchange rates, as we recorded a non-cash remeasurement loss of $0.9 million in first quarter of 2026 compared to a gain of $1.1 million in the first quarter of 2025

Previous wording

The decrease in tax expense compared to the prior year period is primarily due to decreased tax on foreign operations and tax benefit related to certain long-lived intangible assets

Current wording

The decrease in income tax expense compared to the prior year period was primarily related to tax benefits on certain international operations

Previous wording

The primary factor affecting our tax expense for the third quarter of 2025 compared to the prior year period was tax amortization on certain acquired intangibles and financial statement losses not benefited

Current wording

The primary factor affecting our tax expense for the first quarter of 2026 was tax amortization on certain acquired intangibles

Previous wording

Cash, cash equivalents, and restricted cash at September 30, 2025, totaled $65.9 million compared to $85.7 million at December 31, 2024. The following table presents the net change in cash, cash equivalents, and restricted cash for the nine months ended September 30, 2025, and 2024, respectively:

Current wording

Cash, cash equivalents, and restricted cash at March 31, 2026, totaled $120.9 million compared to $85.1 million at December 31, 2025. The following table presents the net change in cash, cash equivalents, and restricted cash for the three months ended March 31, 2026, and 2025, respectively:

Previous wording

Cash flows used in investing activities decreased $2.7 million

Current wording

Cash flows used in operating activities decreased $0.8 million

Previous wording

Decrease of $5.1 million associated with non-cash gains and losses, such as depreciation, amortization, and impairments, inventory reserve expenses, the amortization of the inventory fair value step-up recognized in the SeaSpine Merger, remeasurement of contingent consideration obligations, changes in the valuation of investment securities, and share-based compensation expense

Current wording

Decrease of $31.3 million associated with non-cash gains and losses, such as depreciation, amortization, and impairments, inventory reserve expenses, remeasurement of contingent consideration obligations, changes in the valuation of investment securities, and share-based compensation expense

Previous wording

Increase of $1.8 million relating to changes in working capital accounts, primarily attributable to changes in accounts payable, accounts receivable, and other current liabilities

Current wording

Decrease of $0.1 million relating to changes in working capital accounts, primarily attributable to changes in accounts receivable, inventories, and other current liabilities

Previous wording

Two of our primary working capital accounts are accounts receivable and inventory. Days sales in receivables were 59 days at September 30, 2025, compared to 58 days at September 30, 2024 (calculated using third quarter net sales and ending accounts receivable). Inventory turns improved to 1.5 times as of September 30, 2025 compared to 1.2 times as of September 30, 2024 (calculated using trailing twelve-month cost of goods sold and ending net inventories).

Current wording

Two of our primary working capital accounts are accounts receivable and inventory. Days sales in receivables were 63 days at March 31, 2026, compared to 61 days at March 31, 2025 (calculated using first quarter net sales and ending accounts receivable). Inventory turns decreased to 1.4 times as of March 31, 2026 compared to 1.5 times as of March 31, 2025 (calculated using trailing twelve-month cost of goods sold and ending net inventories).

Previous wording

Decrease in spend of $2.6 million in capital expenditures

Current wording

Increase in spend of $3.9 million in capital expenditures and partially offset by decrease of $0.1 million in other investing activities

Previous wording

Cash flows from financing activities decreased $22.4 million

Current wording

Cash flows from financing activities increased $64.6 million

Previous wording

Decrease of $25.0 million associated with net borrowing activities related to our credit facilities

Current wording

Increase of $64.0 million associated with net borrowing activities related to our credit facilities in the first quarter of 2026 compared to the prior year period

Previous wording

Further offset by a favorable change of $2.1 million in debt issuance costs associated with our credit facilities

Current wording

Favorable change of $0.5 million in debt issuance costs associated with our credit facilities in the first quarter 2026 compared to the prior year period

Previous wording

On November 7, 2024, we entered into a $275.0 million secured credit agreement (the "Credit Agreement") with Oxford Finance LLC, as administrative agent and as collateral agent ("Oxford") and certain lenders party thereto, including Oxford, K2 HealthVentures LLC, and HSBC Ventures USA Inc. Certain of our foreign subsidiaries joined the Credit Agreement as guarantors shortly after the signing date. The Credit Agreement provides for a $160.0 million senior secured term loan (the "Initial Term Loan") and a $65.0 million senior secured delayed draw term loan facility (the "Term B Loan"). Draws under the Term B Loan are at our option from January 1, 2025 through June 30, 2026, subject to, among other conditions, our continued compliance with a pro-forma total debt-to-EBITDA leverage ratio of less than 4.0x. EBITDA is a non-GAAP financial measure which represents earnings before interest income (expense), income taxes, depreciation, amortization, and other negotiated addbacks and adjustments. In addition, at Oxford's discretion, an additional $50.0 million of draw capacity is available through January 1, 2029 (the "Term C Loan" and, together with the Term B Loan, the "Delayed Draw Term Loans" and collectively with the Initial Term Loan, the "Credit Facilities"). The Initial Term Loan and Delayed Draw Term Loans, to the extent ultimately drawn, will each mature in November 2029, following an interest-only payment period ending December 2028, and monthly amortization of principal and accrued interest between January 2029 and November 2029.

Current wording

On November 7, 2024, we entered into a $275.0 million secured credit agreement (the "Credit Agreement") with Oxford Finance LLC, as administrative agent and as collateral agent ("Oxford") and certain lenders party thereto, including Oxford, K2 HealthVentures LLC, and HSBC Ventures USA Inc. Certain of our foreign subsidiaries joined the Credit Agreement as guarantors shortly after the signing date. The Credit Agreement provides for a $160.0 million senior secured term loan (the "Initial Term Loan") and a $65.0 million senior secured delayed draw term loan facility (the "Term B Loan") which Term B Loan was fully funded on January 15, 2026. In addition, at Oxford's discretion, an additional $50.0 million of draw capacity is available through January 1, 2029 (the "Term C Loan" and, together with the Term B Loan, the "Delayed Draw Term Loans" and collectively with the Initial Term Loan, the "Credit Facilities").

Previous wording

As of September 30, 2025, we had $160.0 million of outstanding borrowings under the Credit Agreement related to the Initial Term Loan. We have not made any borrowings under the Delayed Draw Term Loans as of September 30, 2025.

Current wording

As of March 31, 2026, we had $225.0 million of outstanding borrowings under the Credit Agreement related to the Initial Term Loan and the Term B Loan. We have not made any borrowings under the Term C Loan as of March 31, 2026.

Previous wording

As of September 30, 2025, we had no borrowings on our available lines of credit in Italy, which provide up to an aggregate amount of €5.5 million ($6.5 million).

Current wording

As of March 31, 2026, we had no borrowings on our available lines of credit in Italy, which provide up to an aggregate amount of €5.5 million ($6.4 million).

Previous wording

For information regarding contingencies, see Note 7 to the Notes to the Unaudited Condensed Consolidated Financial Statements contained herein.

Current wording

For information regarding contingencies, see Note 7 of the Notes to the Unaudited Condensed Consolidated Financial Statements contained herein.

Previous wording

Under the terms of a contingent consideration obligation in a purchase agreement assumed in the SeaSpine Merger, we may be required to make installment payments at certain dates based on future net sales of certain products (the "Lateral Products"). We made payments under this arrangement of $6.3 million during the nine months ended September 30, 2025. The estimated fair value of the remaining contingent consideration arrangement as of September 30, 2025, was $7.3 million; however, the actual amount ultimately paid could be higher or lower than the estimated fair value of the contingent consideration. As of September 30, 2025, we classified the remaining contingent consideration liability of $4.0 million and $3.3 million within other current liabilities and other long-term liabilities, respectively. For additional discussion of this matter, see Note 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements.

Current wording

Under the terms of a contingent consideration obligation in a purchase agreement assumed in the Merger, we may be required to make installment payments at certain dates based on future net sales of certain products (the "Lateral Products"). We made payments of $6.3 million under this arrangement during the year ended December 31, 2025. The estimated fair value of the remaining contingent consideration arrangement as of March 31, 2026, was $8.7 million. The actual amount ultimately paid could be higher or lower than the estimated fair value of the contingent consideration. As of March 31, 2026, we classified the remaining contingent consideration liability of $4.7 million and $4.0 million within other current liabilities and other long-term liabilities, respectively. For additional discussion of this matter, see Note 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Cash flows used in investing activities increased $3.8 million

Current report — wording carried from elsewhere

The Initial Term Loan and Delayed Draw Term Loans, to the extent ultimately drawn, will each mature in November 2029, following an interest-only payment period ending December 2028, and monthly amortization of principal and accrued interest between January 2029 and November 2029.

Current report — wording carried from elsewhere

The Initial Term Loan and Delayed Draw Term Loans, to the extent ultimately drawn, are subject to, among other conditions, our continued compliance with a pro-forma total debt-to-EBITDA leverage ratio of less than 4.0x. EBITDA is a non-GAAP financial measure which represents earnings before interest income (expense), income taxes, depreciation, amortization, and other negotiated addbacks and adjustments.
Rearranged previous paragraphs (7)

Previous report — wording carried elsewhere

BGT net sales increased $3.3 million, or 5.7%, largely driven by (i) increase in gross order volumes from our continued investment in our direct sales channels for both the spine and fracture markets and (ii) continued share growth of AccelStim

Previous report — wording carried elsewhere

Spinal Implants, Biologics, and Enabling Technologies net sales, excluding sales from the M6 product lines, increased $9.5 million, or 3.1%, primarily due to increased sales growth from new and existing high-volume distribution partners, particularly within Spinal Implants, which saw growth in its cervical, interbody, and thoracolumbar franchises; growth in these areas were partially offset by a decline in Biologics net sales

Previous report — wording carried elsewhere

International sales increase $0.2 million, or 1.0% on a constant currency basis, primarily driven by sales from new products launched in the past three years and partially offset by large orders made by non-governmental organizations ("NGO") in the prior year

Previous report — wording carried elsewhere

Increase of $1.7 million due to movement in foreign currency exchange rates, which had a favorable impact on net sales in the current year

Previous report — wording carried elsewhere

Decrease of $8.0 million associated with the remeasurement of a contingent consideration obligation with Lattus Spine LLC assumed in the SeaSpine Merger

Previous report — wording carried elsewhere

Other income (expense), net increased $12.8 million

Previous report — wording carried elsewhere

The primary factor affecting our tax expense for 2025 compared to the prior year period was tax amortization on certain acquired intangibles and financial statement losses not benefited