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Orthofix (OFIX) CEO logs 12,220-share tax sell-to-cover, keeps 320,136 shares

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Orthofix Medical Inc. President & CEO Massimo Calafiore reported automatic sales of common stock tied to tax withholding on restricted stock units. On March 4, he sold 6,189 shares at a weighted average price of $12.9163, and on March 5, he sold 6,031 shares at a weighted average price of $12.5508, for a total of 12,220 shares.

The filing explains these shares were sold under a pre-existing sell-to-cover requirement to satisfy tax obligations when restricted stock units settled, and the sales were made without any exercise of discretion by him. After these transactions, he directly holds 320,136 shares of Orthofix common stock, including 221,042 restricted stock units.

Positive

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Negative

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Insider Calafiore Massimo
Role President & CEO
Sold 12,220 shs ($156K)
Type Security Shares Price Value
Sale Common Stock 6,031 $12.5508 $76K
Sale Common Stock 6,189 $12.9163 $80K
Holdings After Transaction: Common Stock — 320,136 shares (Direct)
Footnotes (1)
  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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.80 to $13.03, 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. Includes 221,042 previously reported restricted stock units. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.48 to $12.72, inclusive.
Form 4 Insider Transactions: What Each Field Means →
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*
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)
03/04/2026
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 03/04/2026 S(1) 6,189 D $12.9163(2) 326,167(3) D
Common Stock 03/05/2026 S(1) 6,031 D $12.5508(4) 320,136(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 $12.80 to $13.03, 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 221,042 previously reported restricted stock units.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.48 to $12.72, inclusive.
/s/ J. Andres Cedron, Attorney-in-fact 03/06/2026
** 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).
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Orthofix (OFIX) CEO Massimo Calafiore report in this Form 4 filing?

Massimo Calafiore reported automatic sales of Orthofix common stock linked to tax withholding on restricted stock units. The transactions covered 12,220 shares sold over two days under a pre-approved sell-to-cover requirement, rather than discretionary open-market selling.

How many Orthofix (OFIX) shares did the CEO sell and at what prices?

He sold 12,220 shares of Orthofix common stock. On March 4, he sold 6,189 shares at a weighted average of $12.9163. On March 5, he sold 6,031 shares at a weighted average of $12.5508, with trades executed within disclosed price ranges.

Why were the Orthofix (OFIX) shares sold in this Form 4 transaction?

The filing states the shares were sold solely to satisfy tax withholding obligations arising from the settlement of restricted stock units. These sales followed a pre-existing sell-to-cover requirement approved by the board’s compensation committee, and involved no discretionary trading decisions by the CEO.

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

Following the reported sales, Massimo Calafiore directly holds 320,136 shares of Orthofix common stock. This total includes 221,042 previously reported restricted stock units, reflecting both settled and outstanding equity-based compensation awards.

Were the Orthofix (OFIX) CEO’s share sales discretionary open-market trades?

According to the footnotes, the sales were not discretionary. They were executed under a mandatory sell-to-cover arrangement established by the compensation committee to cover tax withholding on restricted stock unit settlements, rather than elective open-market selling by the CEO.

What price ranges applied to the Orthofix (OFIX) CEO’s share sales?

The filing notes that reported prices are weighted averages. On one day, shares traded between $12.80 and $13.03; on the other, between $12.48 and $12.72. The CEO undertakes to provide detailed trade breakdowns upon request.