Orthofix Medical Inc.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
View on SEC.govAbout 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
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001193125-26-333822
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0001193125-26-452699
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe 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 16 previous paragraphs and 18 current paragraphs.
13 unchanged; 2 reworded; 3 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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 (3)
Current report
On November 3, 2026, the Company’s Board of Directors adopted resolutions ratifying (the “Ratification”) under Section 204 of the General Corporation Law of the State of Delaware (the “DGCL”): (a) the grant of certain performance-based restricted stock units and time-based restricted stock units collectively with respect to a maximum aggregate of 441,695 shares (the “Equity Awards”) of the Company’s common stock (of which Equity Awards with respect to 241,695 shares of common stock may constitute putative stock) granted under the Company’s 2012 Long-Term Incentive Plan, as amended (the “2012 LTIP”), due to the failure of the issuance of the Equity Awards to have been authorized in accordance with the 2012 LTIP and Delaware law and (b) an amendment to the 2012 LTIP, effective as of January 1, 2025, to increase the individual sublimit on the number of shares of stock subject to certain awards that may be granted to individual award recipients in a fiscal year under the 2012 LTIP (the “Applicable Sublimit”), and thereby permit the grant of the Equity Awards. The Company inadvertently issued and delivered, on March 3, 2025, the Equity Awards to the Company’s President and Chief Executive Officer in excess of the then-200,000 share Applicable Sublimit. Any claim that any defective corporate act or putative stock ratified pursuant to the Ratification is void or voidable due to the failure of authorization as described above or that the Delaware Court of Chancery should declare in its discretion that the Ratification in accordance with Section 204 of the DGCL not be effective or be effective only on certain conditions must be brought by the later of 120 calendar days from (i) the validation effective time (which was November 3, 2026) and (ii) the giving of this notice (which is deemed given on November 9, 2026, the date that this Quarterly Report on Form 10-Q has been filed with the Securities and Exchange Commission).
Removed paragraphs (1)
Previous report
On May 29, 2026, Patrick Fisher, President, Global Biologics and Limb Reconstruction, adopted a Rule 10b5-1 Trading Plan. Mr. Fisher’s Rule 10b5-1 Trading Plan, which has a term ending upon the earlier of August 31, 2027, or the sale of all shares subject to the plan, provides for the sale of up to 1,800 shares of common stock pursuant to the terms of the plan. Mr. Fisher’s 10b5-1 Trading Plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
Reworded paragraphs (2)
Previous wording
We have not made any repurchases of our common stock during the second quarter of 2026.
Current wording
We have not made any repurchases of our common stock during the third quarter of 2026.
Previous wording
Other than as discussed above, during the last fiscal quarter, none of our other directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted, modified orterminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any "non-Rule 10b5-1 trading arrangement."
Current wording
During the last fiscal quarter, none of ourdirectors or officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted, modified orterminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any "non-Rule 10b5-1 trading arrangement."