Xtant (XTNT) Insider Withholding 10,605 Shares to Cover Taxes

Rhea-AI Filing Summary

Sean E. Browne, President and CEO and a director of Xtant Medical Holdings, Inc. (XTNT), reported a transaction dated 08/15/2025 in which 10,605 common shares were surrendered to the issuer to satisfy tax withholding obligations upon vesting of restricted stock units at a reported price of $0.63 per share. After the withholding, the filing shows 2,180,337 shares beneficially owned, which includes 818,740 shares issuable upon future vesting of restricted stock or deferred stock units under the 2023 Equity Incentive Plan, conditioned on continued employment. The Form 4 was executed by an attorney-in-fact on 08/19/2025.

Positive

• Transaction is administrative withholding to satisfy tax obligations on vested RSUs, not an open-market sale
• Reporting person retains substantial beneficial ownership at 2,180,337 shares following the transaction
• Disclosure identifies 818,740 shares issuable upon vesting under the 2023 Equity Incentive Plan, providing transparency on potential future issuance

Negative

• 10,605 shares were disposed of (withheld), reducing current free-floating shares held by the reporting person
• 818,740 issuable shares are conditioned on continued employment, indicating a significant amount of outstanding contingent shares that could dilute shareholders upon vesting

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on vested equity; insider retains significant ownership but a large portion is unvested.

The Form 4 documents a common administrative transaction: 10,605 shares were withheld to satisfy tax obligations upon RSU settlement. This is not an open-market sale but a payroll-tax related disposition, which typically reflects standard equity compensation mechanics. The reporting line showing 818,740 shares subject to future vesting is material to governance because it represents a sizable portion of the executive's potential dilution and incentive alignment, and it is explicitly conditioned on continued employment.

Securities Analyst

TL;DR: Insider ownership remains large; the transaction is administrative and does not indicate market selling pressure.

The filing shows beneficial ownership of 2,180,337 shares after withholding. The disposition of 10,605 shares was via withholding at $0.63 per share to cover taxes on vested RSUs, not an open-market sale. The presence of 818,740 issuable shares upon vesting is a clear, quantifiable component of future share count that investors may factor into outstanding share calculations, and it is explicitly linked to continued employment rather than immediate distribution.

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

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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^*

Browne Sean E

(Last) (First) (Middle)

C/O XTANT MEDICAL HOLDINGS, INC.

664 CRUISER LANE

(Street)

BELGRADE MT 59714

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Xtant Medical Holdings, Inc. [ XTNT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		F(1)		10,605(1)	D	$0.63	2,180,337(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. These shares were withheld by the Issuer to pay tax withholding obligations upon vesting and settlement of restricted stock unit awards.

2. Includes an aggregate of 818,740 shares issuable upon vesting and settlement of restricted stock unit awards or deferred stock unit awards granted under the Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan, in each case conditioned upon the Reporting Person remaining an employee of Xtant through the respective vesting dates.

	/s/ Amy Culbert, attorney-in-fact	08/19/2025
	** 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).
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FAQ

What transaction did Sean E. Browne report on Form 4 for XTNT?

The Form 4 reports that on 08/15/2025 10,605 common shares were withheld by the issuer to satisfy tax withholding obligations upon vesting of restricted stock units.

How many XTNT shares does the reporting person beneficially own after the transaction?

The filing shows 2,180,337 shares beneficially owned following the reported transaction.

How many shares are issuable upon vesting according to the Form 4?

The Form 4 states an aggregate of 818,740 shares are issuable upon vesting and settlement of restricted stock unit awards or deferred stock unit awards under the 2023 Equity Incentive Plan.

At what price were the withheld shares reported?

The withheld shares were reported at a price of $0.63 per share.

Who signed the Form 4 and when was it executed?

The Form 4 was signed by Amy Culbert, attorney-in-fact on 08/19/2025.