STOCK TITAN

Xtant Medical (NASDAQ: XTNT) CEO now tied to 1.72M unvested shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Xtant Medical Holdings, Inc. reported that President and CEO Sean E. Browne received a grant of 550,000 shares of Common Stock in the form of deferred stock units under the Amended and Restated 2023 Equity Incentive Plan. These DSUs will vest in four equal installments of 137,500 shares on each of August 15, 2027, 2028, 2029, and 2030, conditioned on his continued employment, with settlement of vested shares deferred to a later date. A separate transaction shows 10,605 shares of Common Stock withheld at $0.31 per share to satisfy tax withholding obligations upon vesting and settlement of existing restricted stock unit awards. Footnote disclosure states that Browne has an aggregate of 1,720,123 shares issuable upon vesting and settlement of RSU and DSU awards, subject to future service-based vesting.

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Insider Browne Sean E
Role President and CEO
Type Security Shares Price Value
Grant/Award Common Stock F1, F2 550,000 $0.00 $0.00
Tax Withholding Common Stock F3, F2 10,605 $0.31 $3K
Holdings After Transaction: Common Stock — 3,114,669 shares (Direct)
Footnotes (3)
  1. F1. These shares will vest with respect to 137,500 shares on each of August 15, 2027, August 15, 2028, August 15, 2029 and August 15, 2030 pursuant to a deferred stock unit (DSU) award granted under the Xtant Medical Holdings, Inc. Amended and Restated 2023 Equity Incentive Plan, conditioned upon the Reporting Person remaining an employee of Xtant through the applicable vesting date. The settlement of the vested shares underlying the DSU award has been deferred and will occur at a later date pursuant to the terms of the DSU award agreement. Each DSU represents a contingent right to receive one share of the Issuer's common stock.
  2. F2. Includes an aggregate of 1,720,123 shares issuable upon vesting and settlement of restricted stock unit awards or DSU awards granted under the Xtant Medical Holdings, Inc. Amended and Restated 2023 Equity Incentive Plan, in each case conditioned upon the Reporting Person remaining an employee of Xtant through the respective vesting dates.
  3. F3. These shares were withheld by the Issuer to pay tax withholding obligations upon vesting and settlement of restricted stock unit awards.
DSU grant 550,000 shares Deferred stock unit award of Common Stock granted to CEO on August 15, 2026
Annual DSU vesting tranche 137,500 shares Portion of DSU grant vesting on each of August 15, 2027, 2028, 2029 and 2030
Tax withholding shares 10,605 shares Shares withheld to satisfy tax withholding obligations on RSU vesting
Tax withholding price $0.31 per share Per-share value used for shares withheld for tax obligations
Aggregate unvested RSU/DSU shares 1,720,123 shares Shares issuable to CEO upon future vesting and settlement of RSU and DSU awards
deferred stock unit financial
"pursuant to a deferred stock unit (DSU) award granted under the Xtant Medical"
A deferred stock unit (DSU) is a promise from a company to give an employee or director the value of a share at a future date, paid in actual shares or cash when certain conditions are met (such as retirement or a set date). Think of it like a gift card that converts to company stock later; it aligns pay with long‑term performance and can affect future share count, compensation expense and potential cash needs, so investors watch DSUs for their impact on dilution and company finances.
restricted stock unit financial
"shares issuable upon vesting and settlement of restricted stock unit awards or DSU"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax withholding obligations financial
"shares were withheld by the Issuer to pay tax withholding obligations upon vesting"
Equity Incentive Plan financial
"Amended and Restated 2023 Equity Incentive Plan, conditioned upon the Reporting"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

What equity award did XTNT grant to CEO Sean E. Browne on August 15, 2026?

Sean E. Browne received a grant of 550,000 deferred stock units (DSUs) of XTNT Common Stock. These DSUs vest in four equal tranches of 137,500 shares each on August 15 of 2027, 2028, 2029, and 2030, subject to continued employment.

How do the newly granted XTNT DSUs to the CEO vest over time?

The 550,000 XTNT DSUs vest in four equal installments of 137,500 shares each. Vesting dates are August 15, 2027, 2028, 2029, and 2030, and each installment requires that Sean E. Browne remain an employee through the applicable vesting date.

How many XTNT shares are currently tied to the CEO’s RSU and DSU awards?

Footnote disclosure states that Sean E. Browne has an aggregate of 1,720,123 shares issuable upon vesting and settlement of RSU and DSU awards. All such shares remain subject to future service-based vesting conditions under XTNT’s 2023 Equity Incentive Plan.

Does the XTNT CEO’s new DSU award settle immediately upon vesting?

No. While each DSU vests on scheduled dates, settlement of the vested shares is deferred. The vested DSUs will be settled into XTNT Common Stock at a later date, in accordance with the specific terms of the DSU award agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Browne Sean E

(Last)(First)(Middle)
C/O XTANT MEDICAL HOLDINGS, INC.
664 CRUISER LANE

(Street)
BELGRADE MONTANA 59714

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Xtant Medical Holdings, Inc. [ XTNT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/15/2026A550,000(1)A$03,125,274(2)D
Common Stock08/15/2026F(3)10,605(3)D$0.313,114,669(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These shares will vest with respect to 137,500 shares on each of August 15, 2027, August 15, 2028, August 15, 2029 and August 15, 2030 pursuant to a deferred stock unit (DSU) award granted under the Xtant Medical Holdings, Inc. Amended and Restated 2023 Equity Incentive Plan, conditioned upon the Reporting Person remaining an employee of Xtant through the applicable vesting date. The settlement of the vested shares underlying the DSU award has been deferred and will occur at a later date pursuant to the terms of the DSU award agreement. Each DSU represents a contingent right to receive one share of the Issuer's common stock.
2. Includes an aggregate of 1,720,123 shares issuable upon vesting and settlement of restricted stock unit awards or DSU awards granted under the Xtant Medical Holdings, Inc. Amended and Restated 2023 Equity Incentive Plan, in each case conditioned upon the Reporting Person remaining an employee of Xtant through the respective vesting dates.
3. These shares were withheld by the Issuer to pay tax withholding obligations upon vesting and settlement of restricted stock unit awards.
/s/ Amy Culbert, attorney-in-fact08/18/2026
** Signature of Reporting PersonDate
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.
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* Form 4: SEC 1474 (03-26)