Xtant Medical Holdings, Inc.
For the period ended Jun 23, 2026. Filed Jun 23, 2026.
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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.
Jun 23, 2026 · Filed Jun 23, 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 AUGUST 7, 2026
To Our Stockholders:
You are invited to attend the Annual Meeting of Stockholders of Xtant Medical Holdings, Inc. on August 7, 2026 at 8:00 a.m., Eastern Time, at the offices of Jones Day, located at 250 Vesey Street, New York, New York 10281, 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, 2026; |
| 3. | To approve, on an advisory (non-binding) basis, the compensation of our executive officers named in the accompanying proxy statement; and |
| 4. | 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 June 9, 2026 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 July 18, 2026 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 Chairman of the Board | Sean E. Browne President and Chief Executive Officer |
|---|
Belgrade, Montana
June 23, 2026
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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 | 13 |
| New Director Orientation and Continuing Education | 14 |
| Risk Oversight | 14 |
| Insider Trading Policy | 14 |
| Code of Ethics and Code of Conduct | 14 |
| Stockholder Communications | 14 |
| DIRECTOR COMPENSATION | 15 |
| Director Compensation Program | 15 |
| Director Compensation Table for Fiscal 2025 | 16 |
| PROPOSAL two—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 17 |
| Appointment of Independent Registered Public Accounting Firm | 17 |
| Audit and Non-Audit Fees | 17 |
| Pre-Approval Policy | 18 |
| Audit Committee Report | 18 |
| Board Recommendation | 18 |
| PROPOSAL three—advisory vote on executive compensation | 19 |
| Background | 19 |
| Why You Should Vote in Favor of Our Say-On-Pay Proposal | 19 |
| Proposed Resolution | 19 |
| Next Say-On-Pay Vote | 19 |
| Board Recommendation | 19 |
| EXECUTIVE COMPENSATION | 20 |
| Executive Officers | 20 |
| Overview | 21 |
| Elements of Our Executive Compensation Program | 21 |
| Summary Compensation Table | 22 |
| Executive Employment and Other Agreements | 23 |
| 401(k) Retirement Plan | 24 |
| Outstanding Equity Awards at Fiscal Year-End | 24 |
| Policies and Practices Related to the Grant of Certain Equity Awards Close to Time to the Release of Material Nonpublic Information | 25 |
| Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan | 26 |
| Potential Payments upon Termination or Change in Control | 26 |
| Pay Versus Performance Disclosure | 28 |
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| TRANSACTIONS WITH RELATED PERSONS, PROMOTERS, AND CERTAIN CONTROL PERSONS | 33 |
|---|---|
| Policies and Procedures for Review and Approval of Related Party Transactions | 33 |
| Related Party Transactions | 33 |
| Family Relationships | 33 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 34 |
| Significant Beneficial Owners | 34 |
| Security Ownership of Management | 35 |
| Clawback Policy | 36 |
| Anti-Hedging and Anti-Pledging Policy | 36 |
| ADDITIONAL INFORMATION | 37 |
| Stockholder Proposals and Director Nominations for 2027 Annual Meeting of Stockholders | 37 |
| Householding Information | 37 |
| Incorporation by Reference | 38 |
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 2026 Annual Meeting of Stockholders; and |
| ● | “2025 Annual Report” or “2025 Annual Report to Stockholders” refer to our Annual Report on Form 10-K for the year ended December 31, 2025, 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.
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XTANT MEDICAL HOLDINGS, INC.
664 Cruiser Lane
Belgrade, Montana 59714
(406) 388-0480
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ONAUGUST 7, 2026
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on Friday, August 7, 2026
This proxy statement and our 2025 Annual Report of Stockholders are available on the Internet, free of charge, at www.proxyvote.com commencing on or about June 23, 2026. On this website, you will be able to access this proxy statement, our 2025 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 2026 Annual Meeting of Stockholders.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.