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Orthofix Medical Inc.

For the period ended Sep 30, 2026. Filed Nov 9, 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.

Sep 30, 2026 · Filed Nov 9, 2026

OFIX$7.90+0.4%Stored close · as of Nov 9, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001193125-26-333822

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

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-09.

0001193125-26-452699

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 126 previous paragraphs and 85 current paragraphs.

51 unchanged; 26 reworded; 8 added; 32 removed; 17 previous and 0 current paragraphs rearranged.

Tables are not compared: 11 previous and 11 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 (8)

Current report

Global Spine Fixation net sales increased 1% on a reported and constant currency basis compared with the prior year period.

Current report

Global Limb Reconstruction net sales increased 8% on a reported basis and 9% on a constant currency basis compared with the prior year period.

Current report

Therapeutic Solutions net sales increased 4% compared with the prior year period.

Current report

Net sales of $36.4 million, an increase of $2.8 million or 8.5% on a reported basis and 9.4% on a constant currency basis compared to the prior year period. International sales increased $3.2 million, or 13.7% on a constant currency basis, driven by favorable timing of stocking distributor orders and commercial execution.

Current report

Gross profit decreased $2.0 million, or 1.3%, compared to the prior year period, primarily driven by changes in product and geography mix within our Spine Fixation portfolio.

Current report

Sales, general, and administrative expense decreased $22.8 million compared to the prior year period primarily due to decreases of (i) $21.2 million associated with certain legal matters, including the arbitration claims with former executives and the related securities class action complaints and (ii) lower commissions.

Current report

Sales, general, and administrative expense decreased $19.3 million compared to the prior year primarily due to a decrease of $22.8 million associated with certain legal matters, including the arbitration claims with former executives and the related securities class action complaints partially offset by increases from higher commissions associated with increased sales.

Current report

Research and development expense increased $0.5 million compared to the prior year period primarily attributable to increased costs associated with clinical trials and prototypes and from increased legal and professional fees.
Removed paragraphs (32)

Previous report

Generated double-digit constant currency growth in Global Spine Fixation and Global Limb Reconstruction, reflecting strong international performance and continued demand across key growth platforms.

Previous report

Therapeutic Solutions (formerly Bone Growth Therapies) delivered 3% year-over-year net sales growth despite a temporary Medicare reimbursement headwind affecting bone growth stimulators during part of the second quarter. For additional discussion of this matter, see Note 16 of the Notes to the Unaudited Condensed Consolidated Financial Statements.

Previous report

Biologics stabilized and began to regain momentum, supported by focused commercial execution.

Previous report

Net sales of $173.2 million, an increase of $3.4 million or 2.0% on a reported basis

Previous report

Net sales of $337.1 million, an increase of $3.4 million or 1.0% on a reported basis

Previous report

Therapeutic Solutions net sales increased $4.3 million, or 3.7%, largely driven by increases in gross order volumes from our continued investment in our direct sales channels for both the spine and fracture markets, with this growth partially offset by unfavorable changes in average sales price as a result of billing requirement modifications and Medicare fee schedule changes instituted by CMS in May 2026 (these changes were then withdrawn by CMS on July 1, 2026)

Previous report

Spinal Implants, Biologics, and Enabling Technologies net sales, excluding sales from the M6 product lines, increased $5.7 million, or 2.7%, primarily due to continued sales growth from our highest-volume distribution partners within Spine Fixation, with this growth partially offset by a decline in Biologics and Enabling Technologies. This decrease in Enabling Technologies is primarily due to our deliberate strategy to prioritize the Voyager Earnout program over the pursuit of capital sales

Previous report

Net sales of $37.7 million, an increase of $4.4 million or 13.2% on a reported basis and 11.0% on a constant currency basis

Previous report

U.S. net sales growth of $0.2 million, or 1.6%, largely due to growth from new products launched in the past three years, partially offset by the timing of large capital sales orders

Previous report

Net sales of $70.5 million, an increase of $7.4 million or 11.8% on a reported basis and 7.2% on a constant currency basis

Previous report

U.S. net sales were relatively flat compared to the prior year

Previous report

International sales increase of $4.5 million, or 10.1% on a constant currency basis, primarily driven by sales of new products launched in the past three years and partially offset by the timing of large tender orders and capital sales in the prior year

Previous report

The remaining increase in gross profit is primarily attributable to higher sales volumes as compared to the prior year

Previous report

The remaining increase in gross profit is primarily attributable to higher sales volumes as compared to the prior year

Previous report

Sales, general, and administrative expense increased $1.5 million

Previous report

Increase compared to the prior year period, primarily due to higher compensation, benefits, and commissions associated with increased sales and continued investment in commercial and support functions

Previous report

The increase also reflects a charge related to the write-off of a customer receivable recognized during the current quarter, partially offset by lower costs incurred in the prior year period related to product line discontinuation and integration activities

Previous report

Sales, general, and administrative expense increased $3.5 million

Previous report

Increase compared to the prior year period, primarily due to higher compensation, benefits, and commissions associated with increased sales and continued investment in commercial and support functions

Previous report

The increase also reflects a charge related to the write-off of a customer receivable recognized during the current quarter, partially offset by lower costs incurred in the prior year period related to product line discontinuation and integration activities

Previous report

Research and development expense was relatively consistent with the prior year period, as increased personnel-related costs were substantially offset by lower nonrecurring charges recognized in the prior year

Previous report

Partially offset by an increase of $0.6 million in compensation and benefits expenses

Previous report

Acquisition-related amortization, impairment, and remeasurement increased $0.8 million

Previous report

Partially offset by a decrease of $0.9 million in amortization expense primarily resulting from impairments of certain acquired intangible assets recorded in the prior year

Previous report

Acquisition-related amortization, impairment, and remeasurement decreased $13.2 million

Previous report

Unfavorable change of $0.8 million associated with interest earned on certain Employee Retention Credit refunds received during the second quarter of 2025

Previous report

Unfavorable change of $2.9 million associated with the receipt of Employee Retention Credit refunds received during the second quarter of 2025
Reworded paragraphs (26)

Previous wording

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

Current wording

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

Previous wording

Second quarter 2026 reported net sales of $210.9 million, representing an increase of 4% on a reported basis and 5% on a pro forma constant currency basis compared to second quarter 2025.

Current wording

Total reported net sales of $207.9 million, an increase of 1% on a reported basis and 2% on a pro forma constant currency basis compared with the prior year period.

Previous wording

Second quarter 2026 reported net loss of $(15.8) million and non-GAAP adjusted EBITDA of $20.1 million.

Current wording

Reported net loss of $6.1 million and non-GAAP adjusted EBITDA of $26.0 million.

Previous wording

Net sales from the M6 product lines decreased $2.4 million, or 97.4%, as a result of the discontinuation of the M6 product lines in 2025 to focus resources and investments on more profitable growth opportunities

Current wording

Net sales of $171.4 million, a decrease of $0.6 million or 0.4% on a reported basis compared to the prior year period. Net sales from the M6 product lines decreased $2.2 million as a result of the discontinuation of the M6 product lines in 2025 to focus resources and investments on more profitable growth opportunities. Spinal Implants, Biologics, and Enabling Technologies excluding net sales from the M6 product lines decreased $1.2 million, or 1.1% as growth among our Top 30 distributors slowed compared with prior quarters, constrained by supplier related delays, instrument-set availability and the inefficient allocation of existing assets while our smaller distributors continued to underperform. These decreases were partially offset by an increase of $2.7 million in net sales from

Previous wording

Therapeutic Solutions net sales increased $1.6 million, or 2.5%, largely driven by an increase in gross order volumes from our continued investment in our direct sales channels for both the spine and fracture markets, with this growth partially offset by unfavorable changes in average sales price as a result of billing requirement modifications and Medicare fee schedule changes instituted by the Centers for Medicare & Medicaid Services (“CMS”) for dates of service on or after May 18, 2026 (these changes were then withdrawn by CMS on July 1, 2026)

Current wording

Therapeutic Solutions driven by an increase in gross order volumes from our continued investment in our direct sales channels for both the spine and fracture market.

Previous wording

Spinal Implants, Biologics, and Enabling Technologies net sales, excluding sales from the M6 product lines, increased $4.2 million, or 4.0%, primarily due to continued sales growth from our highest-volume distribution partners within Spine Fixation. Growth in these areas was partially offset by a decline in Enabling Technologies. This decrease in Enabling Technologies is primarily due to our deliberate strategy to prioritize the Voyager Earnout program, which incentivizes purchase commitments of our Spine Fixation and Biologics products over the term of each agreement, over the pursuit of capital sales

Current wording

Net sales of $508.5 million, an increase of $2.8 million or 0.6% on a reported basis compared to prior year. Therapeutic Solutions net sales increased $7.0 million driven by an increase in gross order volumes from our continued investment in our direct sales channels for both the spine and fracture market. Spinal Implants, Biologics, and Enabling Technologies excluding sales from the M6 product lines increased $4.5 million primarily due to continued sales growth from our highest-volume distribution partners within Spine Fixation and strong growth in our International markets partially offset by a decline in sales from the M6 product lines as a result of the discontinuation of the M6 product lines in 2025, underperformance with our smaller distributors and our strategy to incentivize purchase commitments of our Spine Fixation and Biologics products over the term of each agreement, over the pursuit of capital sales with our Enabling Technology Voyager Earnout program.

Previous wording

Net sales increase of $0.7 million due to movement in foreign currency exchange rates, which had a favorable impact during the quarter

Current wording

This growth was partially offset by a decline of net sales in the U.S. of $0.1 million, or 0.7%, and $0.3 million due to movement in foreign currency exchange rates, which had an unfavorable impact during the quarter.

Previous wording

International sales increase of $3.5 million, or 15.0% on a constant currency basis, primarily driven by sales of new products launched in the past three years

Current wording

Net sales of $107.0 million, an increase of $10.3 million or 10.6% on a reported basis and 8.0% on a constant currency basis compared to prior year. International sales increased $7.7 million, or 11.4% on a constant currency basis, primarily driven by sales of new products launched in the past three years. Net sales increased $2.6 million due to movement in foreign currency exchange rates, which had a favorable impact during the year.

Previous wording

Increase in gross profit of $7.5 million resulting from the discontinuation of the M6 product lines and from inventory charges for certain product lines that were rationalized in our integration activities following the Merger

Current wording

Gross profit increased $26.1 million, or 6.4%, compared to prior year. The gross margin improvement of 2.8% was attributable to a favorable impact from inventory reserves and manufacturing variances driven by the discontinuation of the M6 product lines and from inventory charges for certain product lines that were rationalized in the prior year as part of our integration activities following the Merger.

Previous wording

Decrease of $5.2 million related to impairments and costs associated with the discontinuation of the M6 product lines and other organizational restructuring activities that occurred in 2025

Current wording

Research and development expense decreased $3.9 million compared to prior year primarily attributable to a decrease of $5.4 million related to impairments and costs associated with the discontinuation of the M6 product lines and other organizational restructuring activities in 2025 partially offset by an increase in employee compensation and benefits costs.

Previous wording

Increase of $1.6 million associated with the remeasurement of a contingent consideration obligation with Lattus Spine LLC ("Lattus") assumed in the merger with SeaSpine Holdings Corporation (the "Merger")

Current wording

Acquisition-related amortization, impairment, and remeasurement increased $1.7 million compared to the prior year period due to an increase of $1.8 million associated with the remeasurement of a contingent consideration obligation with Lattus Spine LLC ("Lattus") assumed in the merger with SeaSpine Holdings Corporation (the "Merger"). This increase was partially offset by a $0.1 million decrease in amortization expense resulting from certain acquired intangibles becoming fully amortized in the prior year.

Previous wording

Decrease of $16.2 million in amortization expense primarily associated with the impairment of certain acquired intangible assets from the discontinuation of the M6 product lines

Current wording

Acquisition-related amortization, impairment, and remeasurement decreased $11.5 million compared to the prior year primarily driven by a $16.3 million decrease in amortization expense associated with the impairment of certain acquired intangible assets from the discontinuation of the M6 product lines partially offset by an increase of $4.8 million associated with the remeasurement of a contingent consideration obligation with Lattus assumed in the Merger.

Previous wording

Unfavorable change of $1.2 million attributable to an increase in interest expense following the funding of the $65.0 million Term B Loan in January 2026

Current wording

Interest expense, net increased $1.2 million compared to the prior year period primarily due to the funding of the $65.0 million Term B Loan in January 2026.

Previous wording

Unfavorable change of $3.5 million associated with foreign currency exchange rates, as we recorded a non-cash remeasurement loss of $0.7 million in second quarter of 2026 compared to a gain of $2.7 million in the second quarter of 2025

Current wording

Other expense, net increased $0.4 million compared to the prior year period primarily due to the unfavorable change associated with foreign currency exchange rates, as we recorded a non-cash remeasurement loss of $0.7 million in the third quarter 2026 compared to a loss of $0.5 million in the third quarter of 2025.

Previous wording

Unfavorable change of $0.6 million associated with interest income earned on certain Employee Retention Credit refunds received during 2025 and 2026

Current wording

Interest expense, net increased $4.5 million compared to prior year due to (i) the funding of the $65.0 million Term B Loan in January 2026, (ii) an unfavorable change associated with interest income earned on certain Employee Retention Credit refunds received during 2025 and 2026, and (iii) changes in finance lease obligations and the amortization of debt issuance costs.

Current wording

Other income (expense), net decreased $8.9 million compared to prior year primarily due to the unfavorable change associated with foreign currency exchange rates, as we recorded a non-cash remeasurement loss of $2.3 million in 2026 compared to a gain of $3.2 million in 2025. In addition, there was an unfavorable change of $3.2 million associated with the receipt of Employee Retention Credit refunds received during 2025 and 2026.

Previous wording

The increase in income tax expense (benefit) compared to the prior year period was primarily due to increased tax on foreign operations and tax expense related to certain long-lived intangible assets

Current wording

Income tax expense increased $0.3 million compared to the prior year period primarily due to increased tax on foreign operations and tax expense related to certain long-lived intangible assets. The primary factor affecting our tax expense for the third quarter of 2026 was tax amortization on certain acquired intangibles and financial statement losses for which no benefit is recognized.

Previous wording

The increase in income tax expense (benefit) compared to the prior year period was primarily due to increased tax on foreign operations and tax expense related to certain long-lived intangible assets

Current wording

Income tax expense increased $0.3 million compared to the prior year primarily due to increased tax on foreign operations and tax expense related to certain long-lived intangible assets. The primary factor affecting our tax expense for 2026 was tax amortization on certain acquired intangibles and financial statement losses for which no benefit is recognized.

Previous wording

Cash, cash equivalents, and restricted cash at June 30, 2026, totaled $104.4 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 six months ended June 30, 2026, and 2025, respectively:

Current wording

Cash, cash equivalents, and restricted cash at September 30, 2026, totaled $86.9 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 nine months ended September 30, 2026, and 2025, respectively:

Previous wording

Cash flows from operating activities decreased $17.1 million

Current wording

Cash flows from operating activities decreased $29.1 million as a result of (i) a favorable change in net loss of $42.8 million, (ii) a decrease of $32.2 million associated with non-cash gains and losses, such as depreciation, amortization, and impairments, and inventory reserve expenses, and (iii) a decrease of $44.1 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 as of June 30, 2026, compared to 58 days as of June 30, 2025 (calculated using second quarter net sales and ending accounts receivable). Inventory turns decreased to 1.3 times as of June 30, 2026 compared to 1.5 times as of June 30, 2025 (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 58 days as of September 30, 2026, compared to 59 days as of September 30, 2025 (calculated using third quarter net sales and ending accounts receivable). Inventory turns decreased to 1.3 times as of September 30, 2026 compared to 1.5 times as of September 30, 2025 (calculated using trailing twelve-month cost of goods sold and ending net inventories).

Previous wording

Increase in spend of $9.5 million in capital expenditures and partially offset by an increase of $0.1 million in other investing activities

Current wording

Cash flows used in investing activities increased $13.9 million due to an increase in spend of $14.1 million in capital expenditures and partially offset by an increase of $0.1 million in other investing activities.

Previous wording

Cash flows from financing activities increased $64.4 million

Current wording

Cash flows from financing activities increased $66.4 million primarily attributable to (i) an 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, (ii) a favorable change of $1.8 million associated with contingent consideration payments in 2026 compared to the prior year period, and (iii) a favorable change of $0.5 million in debt issuance costs associated with our credit facilities in 2026 compared to the prior year period.

Previous wording

As of June 30, 2026, we had no borrowings on our available lines of credit in Italy, which provide up to an aggregate amount of €5.5 million ($6.3 million).

Current wording

As of September 30, 2026, we had no borrowings on our available lines of credit in Italy, which provide up to an aggregate amount of €5.5 million ($6.2 million).

Previous 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 to Lattus (the "Lattus Contingent Consideration") at certain dates based on future net sales of certain products (the "Lateral Products"). The estimated fair value of the Lattus Contingent Consideration as of June 30, 2026, was $9.5 million. The actual amount ultimately paid could be higher or lower than the estimated fair value of the Lattus Contingent Consideration. As of June 30, 2026, we classified the remaining Lattus Contingent Consideration liability of $9.5 million within other current liabilities.

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 to Lattus (the "Lattus Contingent Consideration") at certain dates based on future net sales of certain products (the "Lateral Products"). The estimated fair value of the Lattus Contingent Consideration as of September 30, 2026, was $4.9 million. The actual amount ultimately paid could be higher or lower than the estimated fair value of the Lattus Contingent Consideration. As of September 30, 2026, we classified the remaining Lattus Contingent Consideration liability of $4.9 million within other current liabilities.

Previous wording

On July 1, 2026, we made an installment payment related to the Lattus Contingent Consideration of $5.1 million. For additional discussion of this matter, see Note 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements.

Current wording

In the third quarter of 2026, we made installment payments related to the Lattus Contingent Consideration of $6.0 million. For additional discussion of this matter, see Note 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements.
Rearranged previous paragraphs (17)

Previous report — wording carried elsewhere

Net sales from the M6 product lines decreased $6.6 million, or 95.3%, as a result of the discontinuation of the artificial disc product lines in 2025 to focus resources and investments in more profitable growth opportunities

Previous report — wording carried elsewhere

Net sales increase of $2.9 million due to movement in foreign currency exchange rates, which had a favorable impact during the quarter

Previous report — wording carried elsewhere

Increase in gross profit of $23.4 million resulting from the discontinuation of the M6 product lines and from inventory charges for certain product lines that were rationalized in our integration activities following the Merger

Previous report — wording carried elsewhere

Partially offset by an increase of $3.0 million associated with the remeasurement of a contingent consideration obligation with Lattus assumed in the Merger

Previous report — wording carried elsewhere

Unfavorable change of $2.2 million attributable to an increase in interest expense following the funding of the $65.0 million Term B Loan in January 2026

Previous report — wording carried elsewhere

Unfavorable change of $0.5 million in interest expense associated with finance lease obligations and the amortization of debt issuance costs

Previous report — wording carried elsewhere

Other income (expense), net decreased $8.5 million

Previous report — wording carried elsewhere

Unfavorable change of $5.5 million associated with foreign currency exchange rates, as we recorded a non-cash remeasurement loss of $1.7 million in 2026 compared to a gain of $3.8 million in 2025

Previous report — wording carried elsewhere

Unfavorable change of $2.9 million associated with the receipt of Employee Retention Credit refunds received during 2025

Previous report — wording carried elsewhere

The primary factor affecting our tax expense for the second quarter of 2026 was tax amortization on certain acquired intangibles and financial statement losses for which no benefit is recognized

Previous report — wording carried elsewhere

The primary factor affecting our tax expense for the second quarter of 2026 was tax amortization on certain acquired intangibles and financial statement losses for which no benefit is recognized

Previous report — wording carried elsewhere

Improvement in net loss of $30.5 million

Previous report — wording carried elsewhere

Decrease of $35.1 million associated with non-cash gains and losses, such as depreciation, amortization, and impairments, and inventory reserve expenses

Previous report — wording carried elsewhere

Decrease of $12.5 million relating to changes in working capital accounts, primarily attributable to changes in accounts receivable, inventories, and accounts payable

Previous report — wording carried elsewhere

Cash flows used in investing activities increased $9.3 million

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

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