Xtant Medical Holdings, Inc.

For the period ended Sep 15, 2025. Filed Sep 15, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 15, 2025 · Filed Sep 15, 2025

XTNT$0.29-3.5%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Xtant Medical Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 7, 2025

To Our Stockholders:

You are invited to attend the Annual Meeting of Stockholders of Xtant Medical Holdings, Inc. on November 7, 2025 at 8:00 a.m., Eastern Time, at the offices of Fox Rothschild LLP, located at 101 Park Avenue, 17th Floor, New York, New York 10178, for the following purposes:

1.	To elect the six nominees named in the accompanying proxy statement to serve as directors until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified;
2.	To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2025;
3.	To approve an amendment to the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan to increase the number of shares available under the plan by 12,300,000 shares;
4.	To approve, on an advisory (non-binding) basis, the compensation of our executive officers named in the accompanying proxy statement;
5.	To approve, on an advisory (non-binding) basis, the frequency of future advisory votes on executive compensation; and
6.	To transact such other business as may properly be brought before the Annual Meeting and any adjournment or postponement thereof.

Stockholders of record at the close of business on September 9, 2025 shall be entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. A stockholder list will be available at our corporate offices beginning October 28, 2025 during normal business hours for examination by any stockholder registered on our stock ledger as of the record date for any purpose germane to the Annual Meeting.

Your vote is important. Please submit a proxy as soon as possible so your shares can be voted at the Annual Meeting.

By Order of the Board of Directors

Stavros G. Vizirgianakis	Sean E. Browne
Chair of the Board	President and Chief Executive Officer

Belgrade, Montana

September 15, 2025

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TABLE OF CONTENTS

	Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	1
PROPOSAL one—ELECTION OF DIRECTORS	7
Board Size and Structure	7
Current Directors and Nominees for Director	7
Additional Information About Director Nominees	7
Board Recommendation	9
GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	10
Corporate Governance Guidelines	10
Director Independence	10
Board Leadership Structure	10
Board Meetings	10
Board Committees	11
Director Nomination Process	13
Board Qualifications	14
New Director Orientation and Continuing Education	14
Risk Oversight	15
Insider Trading Policy	15
Code of Ethics and Code of Conduct	15
Stockholder Communications	15
DIRECTOR COMPENSATION	16
Director Compensation Program	16
Director Compensation Table for Fiscal 2024	17
PROPOSAL two—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	18
Appointment of Independent Registered Public Accounting Firm	18
Audit and Non-Audit Fees	18
Pre-Approval Policy	19
Audit Committee Report	19
August 2023 Change in Independent Registered Public Accounting Firm	19
Board Recommendation	20
PROPOSAL three—APPROVAL OF AMENDMENT TO XTANT MEDICAL HOLDINGS, INC. 2023 EQUITY INCENTIVE PLAN	21
Background and Proposed Amendment	21
Reasons Why You Should Vote in Favor of the Plan Amendment	21
Summary of Sound Governance Features of the Amended 2023 Plan	22
Background for Shares Authorized for Issuance	22
Summary of the Amended 2023 Plan Features	24
U.S. Federal Income Tax Information	29
Securities Authorized for Issuance under Equity Compensation Plans	30
Awards Previously Granted Under the 2023 Plan	31
Awards Anticipated to Be Granted Under the Amended 2023 Plan	31
Board Recommendation	31
PROPOSAL fOUR—advisory vote on executive compensation	32
Background	32
Why You Should Vote in Favor of Our Say-On-Pay Proposal	32
Proposed Resolution	33
Next Say-On-Pay Vote	33
Board Recommendation	33

PROPOSAL five— ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION	34
Background	34
Reasons For an Annual Say-On-Pay Vote	34
Board Recommendation	34
EXECUTIVE COMPENSATION	35
Executive Officers	35
Overview	36
Compensation Philosophy	36
Use of Market Data	36
Elements of Our Executive Compensation Program	37
Summary Compensation Table	38
Executive Employment and Other Agreements	39
401(k) Retirement Plan	39
Outstanding Equity Awards at Fiscal Year-End	40
Policies and Practices Related to the Grant of Certain Equity Awards Close to Time to the Release of Material Nonpublic Information	41
Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan	41
Potential Payments upon Termination or Change in Control	42
Pay Versus Performance Disclosure	44
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS, AND CERTAIN CONTROL PERSONS	48
Policies and Procedures for Review and Approval of Related Party Transactions	48
Related Party Transactions	48
Family Relationships	48
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	49
Significant Beneficial Owners	49
Security Ownership of Management	50
Clawback Policy	51
Anti-Hedging and Anti-Pledging Policy	51
ADDITIONAL INFORMATION	52
Stockholder Proposals and Director Nominations	52
Householding Information	52
Incorporation by Reference	53

References in this proxy statement to:

●	“Xtant,” “we,” “us,” “our,” or the “Company” refer to Xtant Medical Holdings, Inc.;
●	“Board” refers to the Board of Directors of Xtant;
●	“Annual Meeting” refers to our 2025 Annual Meeting of Stockholders; and
●	“2024 Annual Report” or “2024 Annual Report to Stockholders” refer to our Annual Report on Form 10-K for the year ended December 31, 2024, being made available together with this proxy statement.

Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement.

™ and ® denote trademarks and registered trademarks of Xtant Medical Holdings, Inc. or our affiliates, registered as indicated in the United States. All other trademarks and trade names referred to in this release are the property of their respective owners.

XTANT MEDICAL HOLDINGS, INC.

664 Cruiser Lane

Belgrade, Montana 59714

(406) 388-0480

**PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ONNOVEMBER 7, 2025

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on Friday, November 7, 2025

This proxy statement and our 2024 Annual Report of Stockholders are available on the Internet, free of charge, at www.proxyvote.com commencing on or about September 15, 2025. On this website, you will be able to access this proxy statement, our 2024 Annual Report, and any amendments or supplements to these materials that are required to be furnished to stockholders. We encourage you to access and review all of the important information contained in the proxy materials before voting. We will mail paper copies of these materials, together with a proxy card, within three business days of a request properly made by a stockholder entitled to vote at the 2025 Annual Meeting of Stockholders.

ContentsView on SEC.gov

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