Orthofix (OFIX) Form 4: Director Receives Deferred Stock Units, No Sales

Rhea-AI Filing Summary

Orthofix Medical Inc. (OFIX) – Form 4 Insider Activity

Director Michael E. Paolucci filed a Form 4 reporting the grant of 18,841 deferred stock units (DSUs) on 06/18/2025. The transaction is coded “A,” indicating an acquisition from the issuer at $0 cost as part of equity compensation. Each DSU converts into one share of common stock and vests 100 % on the first anniversary of the grant, subject to continued board service. Vested units will be settled in common shares within 45 days after the director’s service ends.

After the award, Paolucci’s total reported beneficial ownership is 86,948 OFIX shares, which now comprises:

• 54,700 previously reported DSUs
• 1,341 shares purchased through the company’s Stock Purchase Plan on 10/31/2024
• The newly granted 18,841 DSUs

The filing shows no dispositions or sales and does not involve derivative securities other than the DSUs described. No exercise price, expiration, or cash outflow is associated with the grant. The form was signed by attorney-in-fact Geoffrey Gillespie on 06/23/2025.

Because the transaction is a routine equity award to a non-employee director, it does not directly alter Orthofix’s financial position. However, it modestly increases insider ownership, which some investors view as an indicator of alignment between the board and shareholders.

Positive

• Increased insider ownership: Director Paolucci’s beneficial stake rises to 86,948 shares, suggesting continued alignment with shareholders.
• No insider selling: The filing contains only an acquisition code "A" and reports zero dispositions.

Negative

• Non-cash acquisition: Units were granted at $0 cost, so the award does not represent a market-price purchase and carries limited signaling strength.
• Immaterial size: 18,841 shares is small relative to Orthofix’s total shares outstanding, implying minimal dilution and limited market impact.

Insights

Financial Analyst

TL;DR: Routine director equity grant; mildly positive as it increases insider alignment but no cash purchase.

The filing reflects a standard annual equity award rather than an open-market buy. While 18,841 DSUs raise Paolucci’s stake to nearly 87 k shares, the grant is compensation-based and cost-free, so signaling value is modest. No shares were sold, avoiding dilution signals. Because OFIX’s share count exceeds 40 m, the award is immaterial to float. Overall impact on valuation or liquidity is negligible, but investors may note continued board participation and aligned incentives.

Corporate Governance Specialist

TL;DR: Confirms incentive structure; neutral financial impact, positive governance alignment.

Deferred stock units vest after one year and settle post-service, encouraging long-term oversight by the director. The absence of any 10b5-1 mention signals the grant is inside normal compensation policy. Nothing in the filing suggests governance red flags. Because settlement is deferred, the shares do not immediately hit the market, limiting short-term dilution concerns. Investors should view this as routine board compensation rather than a directional bet.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Paolucci Michael E

(Last) (First) (Middle)

3451 PLANO PKWY

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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	06/18/2025		A		18,841(1)	A	$0	86,948(2)	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 an award of deferred stock units that vest in full on the first anniversary of the grant date, subject to the reporting person's service through such date. Each deferred stock unit represents a contingent right to receive one share of common stock of the issuer. Vested deferred stock units will settle and convert into common stock within 45 days of the reporting person's termination of service with the issuer.

2. Includes 54,700 previously reported deferred stock units and 1,341 shares acquired under Orthofix's Stock Purchase Plan on 10/31/2024.

	/s/ Geoffrey Gillespie, attorney-in-fact	06/23/2025
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Orthofix (OFIX) disclose in the latest Form 4?

Director Michael E. Paolucci received 18,841 deferred stock units on 06/18/2025, increasing his stake to 86,948 shares.

Did the Orthofix director buy or sell OFIX shares?

The filing shows only an acquisition through an equity award; no shares were sold.

When do the granted deferred stock units vest?

The DSUs vest 100 % one year after the grant date, provided the director remains in service.

How will the DSUs be settled?

Vested units convert to common stock within 45 days of the director’s termination of service with Orthofix.

What is the cost basis of the DSUs granted to the director?

The units were awarded at $0 exercise price as part of director compensation.

How many OFIX shares does Michael E. Paolucci now beneficially own?

He reports 86,948 shares following the transaction.