Xtant Medical CEO reports major DSU and PSU equity awards

Rhea-AI Filing Summary

Xtant Medical Holdings, Inc. reported new equity awards for its President and CEO and director on a Form 4. On 11/15/2025, the executive acquired 394,937 shares of common stock at $0, bringing total beneficial ownership to 2,575,274 shares, held directly. These shares are linked to a deferred stock unit award that vests in installments: 98,734 shares on each of November 15, 2026, 2027, and 2028, and 98,735 shares on November 5, 2029, subject to continued employment.

The filing also reports a grant of 789,874 performance stock units (PSUs), representing the maximum of 200% of a 394,937-share target. Each PSU can convert into one share of common stock, vesting in one-third increments based on stock price performance over a three-year period and additional service-based conditions. The executive’s holdings include 1,213,677 shares issuable upon vesting and settlement of restricted stock units and deferred stock units under the company’s 2023 equity incentive plan.

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^*

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)
11/15/2025

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	11/15/2025		A		394,937(1)	A	$0	2,575,274(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
Performance Stock Units (PSUs)	(3)	11/15/2025		A		789,874(4)		(3)	11/15/2028	Common Stock	789,874(4)	$0	789,874(4)	D

Explanation of Responses:

1. These shares will vest with respect to 98,734 shares on each of November 15, 2026, November 15, 2027, and November 15, 2028, and with respect to 98,735 shares on November 5, 2029 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 1,213,677 shares issuable upon vesting and settlement of restricted stock unit (RSU) 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. Each PSU represents a contingent right to receive one share of the Issuer's common stock. The PSUs will vest and become earned in one-third increments based on the achievement of specified stock price performance goals during a three-year performance period and subject to additional service-based vesting conditions.

4. Represents the maximum number of shares that may be issued pursuant to the PSUs, which is 200% of the target number of shares (394,937).

	/s/ Amy Culbert, attorney-in-fact	11/18/2025
	** 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 insider transaction did Xtant Medical Holdings (XTNT) report on this Form 4?

The Form 4 reports that the President and CEO of Xtant Medical Holdings, Inc., who is also a director, acquired 394,937 shares of common stock at $0 on 11/15/2025. These shares are tied to a deferred stock unit award and increase the executive’s total beneficial ownership to 2,575,274 shares held directly.

How do the new deferred stock units for XTNT's CEO vest?

The deferred stock unit award will vest with respect to 98,734 shares on each of November 15, 2026, November 15, 2027, and November 15, 2028, and 98,735 shares on November 5, 2029. Vesting is conditioned on the executive remaining an employee of Xtant through each applicable vesting date.

What performance stock units (PSUs) were granted in this XTNT Form 4 filing?

The filing reports a grant of 789,874 performance stock units (PSUs) on 11/15/2025, with an expiration date of 11/15/2028. Each PSU represents a contingent right to receive one share of common stock, and 789,874 is the maximum number of shares that may be issued, equal to 200% of the 394,937-share target.

What conditions apply to the vesting of Xtant Medical Holdings' PSUs reported here?

The PSUs will vest and become earned in one-third increments based on the achievement of specified stock price performance goals during a three-year performance period, and are also subject to additional service-based vesting conditions. Each vested PSU can convert into one share of common stock.

How many additional shares can XTNT's CEO receive from equity awards mentioned in this filing?

The executive’s holdings include an aggregate of 1,213,677 shares issuable upon vesting and settlement of restricted stock unit (RSU) awards or deferred stock unit (DSU) awards under the Xtant Medical Holdings, Inc. Amended and Restated 2023 Equity Incentive Plan, assuming all service-based vesting conditions are satisfied.

What roles does the reporting person hold at Xtant Medical Holdings (XTNT)?

The reporting person is identified as both a Director and an Officer of Xtant Medical Holdings, Inc., serving specifically as President and CEO. The Form 4 is filed as a single reporting person filing.