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

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.

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)
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.
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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.