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Orthofix Medical Inc.

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

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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

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Other Information

Item 5. Other Information

Director and Officer Trading Arrangements

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."

Ratification of Certain Matters

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).

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.