Orthofix (NASDAQ: OFIX) CEO reports automatic stock sales for tax cover

Rhea-AI Filing Summary

Orthofix Medical Inc. President & CEO Massimo Calafiore reported automatic sales of company stock to cover taxes linked to vesting equity awards. On January 9, 2026, 9,600 shares of common stock were sold at a weighted average price of $15.8235, and on January 12, 2026, 9,797 shares were sold at a weighted average price of $15.2138. The filing explains these transactions were made under a pre-existing, mandated sell-to-cover arrangement approved by the board’s Compensation and Talent Development Committee, with no discretion exercised by the executive. After these sales, Calafiore beneficially owned 217,237 shares of Orthofix common stock, including previously reported deferred stock units and shares acquired under the company’s stock purchase plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Calafiore Massimo

(Last) (First) (Middle)

3451 PLANO PARKWAY

(Street)

LEWISVILLE TX 75056

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Orthofix Medical Inc. [ OFIX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/09/2026		S(1)		9,600	D	$15.8235(2)	227,034(3)	D
Common Stock	01/12/2026		S(1)		9,797	D	$15.2138(4)	217,237(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the number of shares of common stock sold to satisfy tax withholding obligations in connection with the settlement of restricted stock units, pursuant to a pre-existing sell-to-cover requirement previously approved and mandated by the Compensation and Talent Development Committee of the Company's Board of Directors (the administrator of the plan pursuant to which such restricted stock units were granted). Such sale was made without the exercise of any discretion by the reporting person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.57 to $16.15, inclusive. The reporting person undertakes to provide to Orthofix Medical Inc., any security holder of Orthofix Medical Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (4) to this Form 4.

3. Includes 135,369 previously reported deferred stock units and an aggregate of 2,031 shares acquired under Orthofix's Stock Purchase Plan on 10/31/2025.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.02 to $15.75, inclusive.

	/s/ J. Andres Cedron, attorney-in-fact	01/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

Who is the insider in Orthofix (OFIX) Form 4 and what is their role?

The Form 4 reports transactions by Massimo Calafiore, who serves as President & CEO and a Director of Orthofix Medical Inc.

How many Orthofix (OFIX) shares did the CEO sell in this Form 4?

The CEO reported sales of 9,600 shares of common stock on January 9, 2026 at a weighted average price of $15.8235, and 9,797 shares on January 12, 2026 at a weighted average price of $15.2138.

Why were Orthofix (OFIX) shares sold in this insider transaction?

The filing states the shares were sold to satisfy tax withholding obligations in connection with the settlement of restricted stock units, under a pre-existing sell-to-cover requirement approved and mandated by the board’s Compensation and Talent Development Committee, with no discretion exercised by the reporting person.

How many Orthofix (OFIX) shares does the CEO own after these sales?

Following the reported transactions, the CEO beneficially owned 217,237 shares of Orthofix common stock, which includes 135,369 deferred stock units and 2,031 shares acquired under Orthofix's Stock Purchase Plan on October 31, 2025.

Were the Orthofix (OFIX) CEO’s sales discretionary trades?

The explanation states the sales were made under a pre-existing, mandated sell-to-cover arrangement and were conducted without the exercise of any discretion by the reporting person.

What price ranges applied to the Orthofix (OFIX) insider sales?

For the January 9, 2026 sale, the weighted average price of $15.8235 reflects multiple trades between $15.57 and $16.15. For the January 12, 2026 sale, the weighted average price of $15.2138 reflects trades between $15.02 and $15.75.