Exh 19.1
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GLOBAL POLICY |
Policy Number LE2 |
Topic: insider trading and related matters |
Version: 4 |
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Owner: Legal |
Effective Date: December 10, 2024 |
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I. POLICY STATEMENT
Orthofix Medical Inc. (together with its direct and indirect subsidiaries, “Orthofix” or the “Company”) is committed to complying with the federal securities laws of the United States and to helping prevent insider trading by assisting its directors, officers, managers, and other employees (collectively, “Employees”) meet their legal obligations.
II. SCOPE
This Insider Trading and Related Matters Policy (“Policy”) applies to Orthofix and all of its Employees.
This Policy sets forth steps to help prevent insider trading and to assist Employees in complying with their obligations under the federal securities laws of the United States.
IV. DEFINITIONS
The term “Insider Trading Compliance Officers” or “Compliance Officers” means Orthofix’s Chief Legal Officer and Chief Financial Officer or, in the absence or unavailability of both of them, Orthofix’s Deputy General Counsel and/or Chief Accounting Officer.
The term “material” refers to information about which there is a substantial likelihood that a reasonable stockholder or investor would consider it important in making an investment or voting decision, or if the disclosure of the information would be expected to significantly alter the total mix of the information in the marketplace about such company. In simple terms, material information is any type of information which could reasonably be expected to affect the price of a company’s securities. While it is not possible to identify all information that would be deemed “material,” the following types of information ordinarily would be considered material:
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The term “non-public” refers to information that has not been widely disseminated to the public through major newswire services, national news services or financial news services, or via filings with the Securities and Exchange Commission (“SEC”). For the purposes of this Policy, information will be considered public (i.e., no longer “non-public”) after the close of trading on the first full trading day following a company’s widespread public release of the information. Insider trading is not made permissible because material information is reflected in rumors or other unofficial statements in the press or marketplace. When employees become aware of rumors or other unofficial statements concerning the Company, the Compliance Officers should be notified immediately so that a determination can be made as to whether or not arrangements should be made for adequate, broad public release of any information that is material.
The term “Trading Window” means the period beginning at the close of trading on the second full trading day following the Company’s widespread, public release of quarterly or year-end earnings for the immediately preceding quarter or year, and ending fifteen (15) days prior to the close of the current fiscal quarter.
V. STANDARDS
This Policy is adopted in response to several provisions of the federal securities laws:
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2. PERSONS AND TRANSACTIONS SUBJECT TO THE POLICY
A. Applicability. This Policy applies to any and all transactions in the Company’s securities, including its common stock and any other type of securities that the Company may issue, such as preferred stock, convertible debentures, warrants and exchange-traded options or other derivative securities and securities of other companies under certain circumstances described below. A copy of this Policy will be delivered to the following persons:
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All of the foregoing persons are collectively referred to as “Insiders.”
B. List of Company Insiders. A list of the Company’s Insiders shall be maintained by the Compliance Officers (the “Orthofix Insider List”). The Compliance Officers will update the Orthofix Insider List periodically and will notify affected individuals when they have been added to the list. The latest versions of such list will be made available upon request, available via the Company’s intranet, and provided to Insiders.
C. Effective Date. This Policy applies to all Insiders upon its adoption by the Company, and will apply to new Insiders at the start of their employment or relationship with the Company. Upon first receiving a copy of this Policy, each person must sign an acknowledgment that he or she has received a copy and agrees to comply with the Policy’s terms.
3. HOW THE POLICY APPLIES TO DIFFERENT GROUPS OF INSIDERS
4. INSIDER TRADING COMPLIANCE OFFICERS
B. Duties of Compliance Officers. In addition to the trading approval duties
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described in Section V.5.C of this Policy, the duties of the Compliance Officers will include the following:
C. Designated Authority. The Compliance Officers may designate one or more individuals who may perform the Compliance Officers’ duties in the event that any of them is unable or unavailable to perform such duties. As noted above, the Chief Legal Officer and the Chief Financial Officer will have principal responsibility over the administration of this Policy, and should be the initial contact persons for any inquiry or request for approval hereunder.
5. STATEMENT OF COMPANY POLICY AND PROCEDURES
i. No Transactions While Possessing Material, Non-public Information. No Insider may enter into transactions involving Company securities while possessing material, non-public information concerning the Company or its subsidiaries. This prohibition extends not only to transactions involving the Company’s securities but also to transactions involving securities of other entities with which the Company has a relationship.
ii. No Transactions Outside Trading Windows or During Blackout Periods. No Insider may enter into transactions involving Company securities (a) outside of the applicable “Trading Windows” described in Section V.5.B of this Policy, or (b) during any special trading blackout period designated by the Compliance Officers.
iii. No Insider Tipping. No Insider may “tip” or disclose material, non-public information concerning the Company to any outside person (including family members, analysts, individual investors, and members of the investment community and news media). In order to avoid “tipping” inside information to others in violation of the law, you should exercise care both when speaking with other Company personnel who do not have a “need to know,” and when communicating with family, friends and other persons not associated with the Company. To avoid even the appearance of impropriety, you should refrain from making recommendations about buying or selling the securities of the Company or other entities with which the Company has a relationship. Because any statement you make in an
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Internet chat room or message board regarding the Company may be seen as a recommendation to buy or sell the Company’s securities, the Company’s policy is that no director, officers, or other employee of the Company should participate in Internet chat rooms or message boards regarding the Company or any of its subsidiaries.
iv. No Transactions without Prior Approval. No Section 16 Person may enter into a transaction involving Company securities unless such transaction has been approved by a Compliance Officer in accordance with the applicable procedures set forth in Section V.5.C of this Policy. No Compliance Officer may enter into a transaction involving Company securities unless the transaction has been approved by another Compliance Officer in accordance with the procedures set forth in Section V.5.C of this policy.
v. No Insider Trading Advice to Third Parties. No Insider may give trading advice of any kind about the Company to anyone while possessing material, non-public information about the Company except that Insiders should advise others not to trade if doing so might violate the law or this Policy. The Company strongly discourages all Insiders from giving trading advice concerning the Company to third parties even when the Insiders do not possess material, non-public information about the Company.
vi. No Insider Put, Call, Short Sale or other Hedging Transaction; No Pledging. No Insider may trade in any interest or position relating to the future price of Company securities, such as a put, call, short sale or other hedging transaction. Similarly, no Insider may hold Company securities in a margin account or otherwise pledge Company shares as collateral for a loan or any other indebtedness. For purposes of this policy, “hedging” means purchasing any financial instrument or otherwise engaging in any transaction or series of related transactions designed to or having the effect of hedging or mitigating the risk of, or offsetting, any decrease in the market value of a Company equity security, including, but not by way of limitation, selling, purchasing, entering into or otherwise engaging in any prepaid variable forward contract, equity swap, collar, short sale or security future of, with respect to, or based on, or acquiring any interest in any exchange fund relating to, such equity security or its market value.
vii. Insider Prohibited Activities. No Insider may (a) enter into a transaction involving securities of any other public company while possessing material, non-public information concerning such company; (b) “tip” or disclose material, non-public information concerning any other public company to anyone; or (c) give trading advice of any kind to anyone concerning any other public company while possessing material, non-public information about that company.
viii. No Resale without SEC Registration Statement. Section 16 Persons, generally, may not resell Company shares on the open market unless pursuant to an effective SEC registration statement or pursuant to SEC Rule 144.
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ix. Exception for Vesting of Restricted Stock Units. The Compensation and Talent Development Committee of the Board of Directors administers certain equity incentive plans pursuant to which the Company has issued, and will in the future issue, restricted stock units that settle into shares of the Company’s common stock following the vesting thereof. In its capacity as plan administrator, such committee has determined and directed that tax withholding obligations triggered by the vesting and/or settlement of such restricted stock units will be satisfied on a mandatory and automatic basis by the Company entering into a sell-to-cover transaction whereby a portion of the settled shares of common stock are sold to fund the applicable tax withholding amount. The award recipient will have no discretion with respect to such sell-to-cover transactions, and such transactions will not be subject to the prohibitions in Sections V.5.A.i., V.5.A.ii, V.5.B.i., V.5.B.ii. and V.5.B.iii.
Section 16 Persons also will be required to obtain trading approval from a Compliance Officer in accordance with the procedures set forth in Section V.5.C of this Policy, even though the proposed transaction would occur during a Trading Window.
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(The applicable Application and Approval Form for Trading is attached hereto as Exhibit A.)
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6. POTENTIAL CIVIL, CRIMINAL, AND DISCIPLINARY SANCTIONS
A. Civil and Criminal Penalties. The consequences of prohibited insider trading or “tipping” can be severe. Persons violating insider trading or tipping rules may be required to disgorge the profit made or the loss avoided by the trading, pay the loss suffered by the person who purchased securities from or sold securities to the insider tippee, pay civil penalties up to three (3) times the profit made or loss avoided, pay a criminal penalty of up to five million dollars ($5,000,000.00) and serve a jail term of up to twenty (20) years. The Company and/or supervisors of the person violating the rules may also be required to pay major civil or criminal penalties.
B. Company Discipline. Violation of this Policy or federal or state insider trading or tipping laws by Employees or their family members, may subject the director to dismissal proceedings and the officer or employee to disciplinary action by the Company up to and including termination for cause.
7. INQUIRIES
Please direct all inquiries regarding any of the provisions or procedures of this Policy to a Compliance Officer. Any person covered by this Policy who is unsure whether the information they he or she possesses is material or non-public must consult a Compliance Officer for guidance before trading.
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The Compliance Officers, in coordination with the Legal department, will periodically monitor the Company to ensure compliance with this Policy, as well as applicable state, federal and country-specific laws. Likewise, Internal Audit may test compliance with this Policy as part of its Internal Audit Plan.
See Section V.6.
It is the responsibility of all Employees to ensure compliance with this Policy. If you have any questions or concerns about past or proposed actions by any Orthofix employee or agent that could violate this Policy or applicable law, report it immediately to your supervisor or the Legal or Compliance department. Any person who violates, or who has knowledge of a violations of, this Policy or any federal or state securities laws must report the violation immediately to a Compliance Officer. Upon learning of any such violation, a Compliance Officer, in consultation with the other Compliance Officer, will determine whether the Company should release any material, non-public information, or whether the Company should report the violation to the SEC or other appropriate governmental authority.
Because the Company cannot account for every situation, the Legal department may exercise discretion where additional local requirements or circumstances must be considered to conform to this Policy. Exceptions to this Policy will only be considered when the action contemplated does not raise significant regulatory, ethical, or legal concerns and can only be made by the Legal department.
None.
This Policy is available in the following languages: English, French, German, Italian, Portuguese, and Spanish.
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RECEIPT AND ACKNOWLEDGEMENT
I hereby acknowledge that I have received and read a copy of the Company’s “Insider Trading and Related Matters” Policy and agree to comply with its terms. I understand that violation of federal and state securities laws and regulations may subject me to severe civil and/or criminal penalties and that violation of the terms of the above-titled policy may subject me to discipline by the Company up to and including termination for cause.
Signature: ______________________________
Printed Name: ______________________________
Date: ______________________________
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APPLICATION AND APPROVAL FORM FOR TRADING EXHIBIT A
(Applicable to Section 16 Persons)
Name:
Title:
Proposed Trade Date:
Type of Security to be Traded:
Type of Trade (Purchase/Sale):
Number of Shares to be Traded:
CERTIFICATION
I hereby certify that (i) I am not in possession of any material, non-public information concerning the Company (as defined in the Company’s “Insider Trading and Related Matters” Policy) and, (ii) to the best of my knowledge, the proposed transaction(s) listed above do not violate the trading restrictions of Section 16, or Rule 144. I understand that, if I enter into such transaction(s) while possessing such information or in violation of such trading restrictions, I may be subject to severe civil and/or criminal penalties, and may be subject to discipline by the Company up to and including termination for cause.
Signature: ______________________________
Printed Name: ______________________________
Date: ______________________________
REVIEW AND DECISION BY COMPLIANCE OFFICER (OR DESIGNEE)
The undersigned Compliance Officer hereby certifies that he or she has reviewed the foregoing application and:
(Check One): _____ Approves or _____ Does Not Approve
the proposed transaction(s).
Exhibit A to LE2: Application and Approval Form for Trading (Applicable to Section 16 Persons) 1 of 1
Exhibit A to LE2: Application and Approval Form for Trading (Applicable to Section 16 Persons) 1 of 1
Signature: ______________________________
Printed Name: ______________________________
Date: ______________________________
Exhibit A to LE2: Application and Approval Form for Trading (Applicable to Section 16 Persons) 1 of 1
POWER OF ATTORNEY EXHIBIT B
Know all by these presents, that the undersigned hereby constitutes and appoints each of the Chief Legal Officer, Chief Financial Officer, Deputy General Counsel, and Chief Accounting Officer of Orthofix Medical Inc. (the “Company”), signing singly, the undersigned’s true and lawful attorneys-in-fact to:
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this day of , .
Signature: ______________________________
Printed Name: ______________________________
Exhibit B to LE2: Form of Power of Attorney 1 of 1