UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

ORTHOFIX MEDICAL INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Proxy Statement for the Orthofix Medical Inc. 2026 Annual Meeting of Shareholders

THIS PROXY STATEMENT IS BEING DISTRIBUTED TO SHAREHOLDERS ON OR ABOUT MAY 4, 2026.

About Voting

Who can vote?

All record holders of shares of Orthofix common stock at the close of business on April 13, 2026 (the “Record Date”), are entitled to notice of, and will be entitled to vote at, the 2026 Annual Meeting of Shareholders (the “Annual Meeting”). Each record holder on such date is entitled to cast one vote per share of common stock. As of the Record Date, there were 40,385,869 shares of Orthofix common stock outstanding.

How to vote?

YOUR VOTE IS IMPORTANT. If you are a record holder, you may cast your vote online, by phone, by mail, or in person at the Annual Meeting. See your proxy card for your online control number in order to vote.

If you hold your shares in an account at a bank, broker, or other organization, then you are the “beneficial owner of shares held in street name.” As a beneficial owner, you have the right to instruct the person or organization holding your shares how to vote your shares. Most individual shareholders are beneficial owners of shares held in street name. If you hold shares in street name, please follow the voting instructions provided to you by your broker. If your shares of common stock are held in street name, you will receive instructions from your broker, bank, or other nominee that you must follow in order to have your shares of common stock voted.

What constitutes a quorum?

The presence, in person or represented by proxy, of the holders of a majority of the shares of Orthofix common stock outstanding on the Record Date is required to constitute a quorum at the Annual Meeting. Abstentions and “broker non-votes” (described below) are counted as shares present for purposes of determining the presence of a quorum.

What are broker non-votes?

If you are a beneficial owner of shares held in a brokerage account and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares at its discretion. Brokers, banks and other securities intermediaries that are subject to New York Stock Exchange (“NYSE”) rules may use their discretion to vote your uninstructed shares on matters considered to be “routine” under NYSE rules, but not with respect to “non-routine” matters. The NYSE rules apply to broker, bank and other securities intermediary’s discretion in voting your uninstructed shares regardless of the fact that we are a Nasdaq-listed company. A broker non-vote occurs when a broker, bank or other agent who has record ownership of the shares held in an account for its

client has not received voting instructions from the client who is the beneficial owner of the shares and the broker, bank or other agent cannot vote the shares because the matter is considered “non-routine” under NYSE rules. Proposals 1, 2 and 4 are considered to be “non-routine” under NYSE rules and applicable interpretations and your broker, bank or other agent may not vote your shares on those proposals in the absence of your voting instructions. Conversely, Proposal 3 is considered to be “routine” under NYSE rules and applicable interpretations, and, thus, if you do not return voting instructions to your broker, bank or other agent, your broker, bank or other agent may vote your shares at its discretion on this proposal.

What vote is required to approve each proposal?

Assuming a quorum is present, each director nominee will be elected by a majority of the votes cast with respect to such nominee. In other words, a director nominee will be elected if the number of shares voted “FOR” such nominee exceeds the number of shares voted “AGAINST” such nominee. For purposes of Proposal 1, abstentions and broker non-votes are not counted as votes cast either “FOR” or “AGAINST” a nominee and have no effect on the outcome of the vote.

Assuming a quorum is present, with respect to each of Proposals 2, 3 and 4, the particular proposal will be approved if it receives the affirmative vote of a majority in voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the applicable proposal. For each of these proposals, abstentions will have the same effect as a vote “AGAINST” the applicable proposal, and broker non-votes (to the extent applicable) will have no effect on the outcome of the vote for the applicable proposal.

Proxies

This proxy statement is being furnished to holders of shares of Orthofix common stock in connection with the solicitation of proxies by and on behalf of the Board for use at the Annual Meeting.

All shares of Orthofix common stock that are represented at the Annual Meeting by properly executed proxies received prior to or at the Annual Meeting and which are not validly revoked, will be voted at the Annual Meeting in accordance with the instructions indicated on such proxies. If no instructions are indicated on a properly executed proxy, such proxy will be voted “FOR” the election of each director nominee identified in this proxy statement and “FOR” each of the other proposals. The Board does not know of any other matters that are to be presented for consideration at the Annual Meeting.

Any proxy delivered by a record shareholder may be revoked by the person giving it at any time before voting begins at the Annual Meeting. Proxies may be revoked by (1) timely delivery to our Corporate Secretary of a written notice of revocation bearing a later date than the proxy sought to be revoked, (2) timely delivery to Orthofix of a valid, later-dated proxy (including a proxy given by telephone or online) relating to the same shares of Orthofix common stock, or (3) attending the Annual Meeting and voting at the Annual Meeting in person. Attending the Annual Meeting will not in and of itself constitute the revocation of a proxy. Any written notice of revocation or later-dated proxy should be sent so as to be received in a timely manner to: Orthofix Medical Inc., Attn: Corporate Secretary, 3451 Plano Parkway, Lewisville, TX 75056.

Voting is confidential

We maintain a policy of keeping all proxies and ballots confidential.

The costs of soliciting these proxies and who will pay them

We will pay all the costs of soliciting these proxies, including reimbursing banks, brokers, nominees and other fiduciaries for the expenses they incur in forwarding the proxy materials to beneficial owners. Our directors and employees may also solicit proxies by telephone or electronic means of communication, or in person, and no additional compensation will be paid to such individuals.

Obtaining an Annual Report on Form 10-K

We have filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) with the U.S. Securities and Exchange Commission (the “SEC”). The 2025 Form 10-K is available on our website at www.orthofix.com and at http://www.proxydocs.com/OFIX. If you would like to receive an additional copy of the 2025 Form 10-K, we will send you one free of charge. Please write to:

Orthofix Medical Inc.

3451 Plano Parkway

Lewisville, TX 75056

Attention: Julie Dewey, IRC, Chief Investor Relations & Communications Officer

You may also contact Ms. Dewey at juliedewey@orthofix.com.

The information on our website is not incorporated by reference in, or considered part of, this proxy statement.

The voting results

We will publish the voting results from the Annual Meeting in a current report on Form 8-K filed with the SEC within four business days after the Annual Meeting. You will also be able to find this Form 8-K on our website at www.orthofix.com.

Whom to call if you have any questions

If you have questions about the Annual Meeting, voting or your ownership of shares of Orthofix common stock, please contact Julie Dewey at juliedewey@orthofix.com. Directions to the meeting can be found at http://www.proxydocs.com/OFIX.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on June 10, 2026

This proxy statement, your proxy voting card, and the 2025 Form 10-K are available at http://www.proxydocs.com/OFIX.

Security Ownership of Certain Beneficial Owners
and Management and Related Shareholders

Who are the principal owners of shares of Orthofix common stock?

The following table shows each person, or group of affiliated persons, who beneficially owned, directly or indirectly, at least 5% of the shares of our common stock. Our information is based on reports filed with the SEC by each of the firms or individuals listed in the table below. You may obtain these reports from the SEC.

The Percent of Class figures for the shares of our common stock are based on 40,385,869 shares of our common stock outstanding as of April 13, 2026. Except as otherwise indicated, each shareholder has sole voting and dispositive power with respect to the shares indicated.

(1) Based solely on information obtained from a Schedule 13D (Amendment No. 4) filed with the SEC on May 8, 2025, disclosing sole power to vote or direct the vote of 4,251,671 shares, and sole power to dispose of or to direct the disposition of 4,251,671 shares, as supplemented by additional purchases disclosed in a Form 4 filed on July 7, 2025, and a Form 4 filed on February 26, 2026.

(2) Based solely on information obtained from a Schedule 13D (Amendment No. 4) filed with the SEC on February 13, 2026, disclosing shared power to vote or direct the vote of 3,784,617 shares and shared power to dispose of or to direct the disposition of 3,784,617 shares.

(3) Based solely on information obtained from a Schedule 13G filed with the SEC on February 12, 2024, disclosing shared power to vote or direct the vote of 3,665,000 shares and shared power to dispose of or to direct the disposition of 3,665,000 shares.

(4) Based solely on information obtained from a Schedule 13G (Amendment No. 5) filed with the SEC on April 17, 2025, disclosing sole power to vote or direct the vote of 2,923,256 shares and sole power to dispose of or to direct the disposition of 2,989,175 shares.

(5) Based solely on information obtained from a Schedule 13G (Amendment No. 6) filed with the SEC on February 17, 2026, disclosing shared power to vote or direct the vote of 2,648,000 shares, and shared power to dispose of or to direct the disposition of 2,648,000 shares.

(6) Based solely on information obtained from a Schedule 13G filed with the SEC on November 13, 2024, disclosing sole power to vote or direct the vote of 2,556,500 shares, and sole power to dispose of or to direct the disposition of 2,556,500 shares.

Shares of common stock owned by Orthofix’s directors
and executive officers

The following table sets forth the beneficial ownership of shares of our common stock, including stock options currently exercisable and exercisable within 60 days of April 13, 2026, and stock units that are vested or potentially issuable within 60 days of April 13, 2026, by each current director, each director nominee, each named executive officer listed in the Summary Compensation Table, and the persons who were our directors and executive officers as of April 13, 2026, as a group. The Percent of Class figure is based on 40,385,869 shares of our common stock outstanding as of April 13, 2026. Unless otherwise indicated, the beneficial owners exercise sole voting and/or investment power over their shares.

* Represents less than one percent.

(1) The address for each person or entity listed in the table is c/o Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, TX 75056.

(2) Reflects 3,215 shares owned directly, 55,805 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026, and 23,826 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026.

(3) Reflects 7,220 shares owned directly, 42,929 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026, and 23,826 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026.

(4) Reflects 6,383 shares owned directly, 44,156 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026, and 23,826 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026.

(5) Reflects 5,651 shares owned directly, 21,934 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026, and 8,817 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026.

(6) Reflects 7,940 shares owned directly, 63,631 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026, and 24,701 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026.

(7) Reflects 36,336 shares owned directly, and 48,347 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026.

(8) Reflects 17,871 shares owned directly, 42,343 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026, and 23,826 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026.

(9) Reflects 5,726 shares owned directly, and 48,347 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026.

(10) Reflects 14,221 shares owned directly, and 73,541 shares issuable pursuant to deferred stock units that are vested or potentially issuable within 60 days of April 13, 2026.

(11) Reflects 99,094 shares owned directly, and 69,846 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026.

(12) Reflects 19,194 shares owned directly, and 27,356 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026.

(13) Reflects 8,847 shares owned directly, 9,549 shares issuable pursuant to restricted stock units that are vested or potentially issuable within 60 days of April 13, 2026, and 13,969 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026.

(14) Reflects 9,499 shares owned directly, and 11,641 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026.

(15) Reflects 13,161 shares owned directly, and 54,006 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026.

(16) Reflects 5,931 shares owned directly, 4,800 shares issuable pursuant to restricted stock units that are vested or potentially issuable within 60 days of April 13, 2026, and 11,641 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026.

(17) Reflects 33,193 shares owned directly, and 11,641 shares issuable pursuant to stock options that are currently exercisable or exercisable within 60 days of April 13, 2026.

Information About Our Executive Officers

Information About Our Directors

The Board of Directors and Committees of the Board

Our amended and restated bylaws (“Bylaws”) provide that the Board shall consist of not less than six and no more than fifteen directors, the exact number to be determined from time-to-time by resolution of the Board. The Board is currently comprised of ten seats. Following the recommendation of the Nominating, Governance and Sustainability Committee, the Board has nominated each of the ten current directors for election to the Board at the Annual Meeting.

Directors are elected at each annual meeting of shareholders by a majority of the votes cast with respect to the director, provided, however, that directors are elected by the vote of a plurality of the votes cast if (i) the Company receives a notice that a shareholder has nominated a person for election to the Board of Directors in compliance with the advance notice requirements for shareholder nominees for directors set forth in our Bylaws, which nomination is not subsequently withdrawn, or (ii) the number of nominees for election to the Board at such meeting exceeds the number of directors to be elected. For purposes of this standard, a “majority of the votes cast” means that the number of shares voted “FOR” a director nominee must exceed the number of votes cast “AGAINST” that director nominee. The Company has not received any director nominations from shareholders for the Annual Meeting, and the number of nominees is equal to the number of directors to be elected at the Annual Meeting. As such, a “majority of the votes cast” will be the standard for election at the Annual Meeting.

Under our Bylaws, any incumbent director who is nominated for election by the Board or a committee thereof must, as a condition to such nomination, submit to the Chair of the Board (a) in the case of a contested election, a conditional letter of resignation, and (b) in the case of an uncontested election, a conditional and irrevocable letter of resignation. If an incumbent director is not elected (that is, the incumbent director receives more “AGAINST” votes than “FOR” votes), the Nominating, Governance and Sustainability Committee is required to consider the conditional resignation of such nominee and make a recommendation to the Board on whether to accept or reject the conditional resignation, or whether other action should be taken. In such event, the Board is required to act on the Nominating, Governance and Sustainability Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results for the Annual Meeting. If the Board’s decision is to accept the director’s resignation, then the Board may fill the resulting vacancy in accordance with our Bylaws. The director whose conditional resignation is being considered may not participate in the Nominating, Governance and Sustainability Committee’s recommendation or the Board’s decision.

It is our policy that all directors attend the Annual Meeting, and at last year’s annual meeting of shareholders, all of our directors who were serving at the time attended the meeting in person. We expect that all ten directors who are standing for election will attend the Annual Meeting in person.

The Board meets at least three times per year in person at regularly scheduled quarterly meetings but may meet more often in person if necessary. In addition, the Board typically holds several telephonic or virtual meetings each year as events require, including a regularly scheduled quarterly meeting, if appropriate. The Board met 6 times during 2025. The Board has four standing committees: the Audit and Finance Committee, the Compensation and Talent Development Committee, the Compliance and Ethics Committee, and the Nominating, Governance and Sustainability Committee. During 2025, every director attended 75% or more of the aggregate of all meetings of the Board and the committees on which he or she served that were held during the period for which he or she was a director or committee member, as applicable.

Of our ten director nominees, the Board has determined that each of Mr. Bazaar, Mr. Burris, Ms. Capps, Mr. Finegan, Mr. Hannon, Mr. Henneman, Mr. Kummeth, Ms. Maniar and Mr. Paolucci are independent under the current Nasdaq listing standards. Mr. Calafiore is not considered independent because he serves as our President and Chief Executive Officer. A list of our director nominees, including background information for each of them, is presented in the section “Proposal 1: Election of Directors,” beginning on page 57.

Board Leadership Structure

Mr. Finegan, who is an independent director, serves as Chair of the Board. Mr. Calafiore, who is also a director, serves as the Company’s President and Chief Executive Officer.

Consistent with our corporate governance guidelines, the Chair and CEO positions will continue to be separate. The Board believes that the separation of these two critical roles best serves the Company’s shareholders because it allows our President and Chief Executive Officer to focus on providing leadership over our day-to-day operations while the Chair of the Board focuses on the leadership of the Board.

Board’s Role in Risk Oversight

The Board plays an important role in overseeing various risks that we may face from time to time. While the full Board has primary responsibility for risk oversight, it utilizes its committees, as appropriate, to monitor and address the risks that may be within the scope of a particular committee’s expertise or charter. For example, the Audit and Finance Committee oversees our financial statements and receives reports on the Company’s enterprise risk management program; the Compliance and Ethics Committee assists in the Board’s oversight of compliance with certain legal and regulatory requirements; the Compensation and Talent Development Committee oversees the Company’s compensation plans and assures that such plans properly discourage unnecessary and inappropriate risk taking by management; and the Nominating, Governance and Sustainability Committee oversees the identification of potential Board or executive candidates and the Company’s CR programs, inclusive of climate-related matters. The Board believes the composition of its committees, and the distribution of the particular expertise of each committee’s members, makes this an appropriate structure to more effectively monitor these risks.

An important feature of the Board’s risk oversight function is to receive updates from its committees and management, as appropriate. In that regard, the Board regularly receives updates from the President and Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, and Chief Compliance and Risk Officer, including in connection with material litigation and legal compliance matters. The Board also receives updates at quarterly in-person or virtual Board meetings on committee activities from each committee Chair. In addition, the senior executive of each Company division or business unit periodically reviews and assesses the most significant risks associated with his or her division or unit. These assessments are then aggregated by our management team and presented to the Board. The Board regularly discusses with management these risk assessments and includes risk management and risk mitigation as part of its oversight of the enterprise risk management program and its ongoing strategic planning process.

Cybersecurity Risk Management

We have implemented cybersecurity programs designed to maintain and protect our IT systems and the confidentiality, integrity, and availability of our data. These programs serve to maintain compliance with applicable laws and regulations governing ethical business practices, including our relationships with suppliers, customers, and business partners. We engage third parties as part of these programs, including external security firms that provide security technology, conduct regular security audits, and execute penetration testing. We also engage third parties to conduct regular drills, such as tabletop exercises, to help with our overall preparedness. Our employees are responsible for complying with our data security standards and are required to complete annual training to understand the behaviors and technical requirements necessary to keep data secure. We also require that cybersecurity training be part of the onboarding process for new hires. Cybersecurity is an important component of our enterprise risk management program. The Board's Audit and Finance Committee has oversight over and regularly reviews our cybersecurity, including IT risks, controls, procedures, and plans to mitigate cybersecurity risks and address potential security incidents. The Audit and Finance Committee receives reports at least quarterly on, among other issues, our cyber risks and threats, the status of projects, management strategies to strengthen our IT systems, assessments of our security program, third-party assessments and testing, our emerging threat landscape, and the review of our cybersecurity insurance policy. Pursuant to our incident response procedures, material cyber incidents will be reported to the Chair of the Audit and Finance Committee upon a determination that the incident is material. Due to the importance of cybersecurity, the full Board also receives updates on cybersecurity matters from management at least annually.

Corporate Code of Conduct

We maintain a corporate code of conduct (“Code of Conduct”) that is applicable to our directors and all employees worldwide, inclusive of executive officers. The Code of Conduct is available for review under the “Investors > Governance > Governance Documents” section of our website at www.orthofix.com.

The goals of our Code of Conduct, as well as our general corporate compliance and ethics program, are to deter wrongdoing and to promote (i) honest and ethical conduct, (ii) full, fair, accurate, timely, and understandable disclosures to the SEC and in other public communications made by us, (iii) compliance with applicable laws, rules, and regulations,

(iv) prompt reporting of suspected violations of our Code of Conduct through appropriate and identified channels, and (v) accountability for adherence to our Code of Conduct. Our Code of Conduct applies to all areas of professional conduct, including customer relationships, conflicts of interest, financial reporting, use of company assets, insider trading, intellectual property, confidential information, and workplace conduct. Under our Code of Conduct, employees, directors, and executive officers must promptly report potential violations of the Code of Conduct, or any applicable law or regulation to appropriate personnel or via our hotline.

We intend to disclose any substantive amendment to, or a waiver from, a provision of the Code of Conduct for a principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of Regulation S-K by posting such information on our website at the address specified above.

Insider Trading; Hedging and Pledging Policies

We have an Insider Trading Policy that governs the purchase, sale and other transactions of our securities by directors, officers and employees, as well as consultants, independent contractors or designated agents, and their respective family members and controlled entities. The Insider Trading Policy is designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq Listing Standards. Our Insider Trading Policy prohibits persons covered by the policy from engaging in certain speculative transactions or transactions designed to offset decreases in the market value of our securities, including short sales, publicly traded options and hedging. Our Insider Trading Policy also prohibits persons covered by the policy from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan. The full text of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025.

Under the Company’s Corporate Governance Guidelines and Insider Trading Policy, all directors, executive officers and certain employees considered “insiders” are prohibited from engaging in hedging transactions involving the Company’s common stock, including through the use of financial instruments, such as prepaid variable forwards, equity swaps, collars, and exchange funds. In addition, all such persons are prohibited from holding the Company’s common stock in a margin account or otherwise pledging such shares as collateral for a loan.

Shareholder Communications with the Board

To facilitate the ability of shareholders to communicate with the Board, we have established an electronic mailing address and a physical mailing address to which communications may be sent: boardofdirectors@orthofix.com, The Board of Directors, c/o Chair of the Board, Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, TX 75056.

The Chair of the Board reviews all correspondence addressed to the Board and presents to the Board a summary of all such correspondence and forwards to the Board or individual directors, as the case may be, copies of all correspondence that, in the opinion of the Chair of the Board, deals with the functions of the Board or committees thereof or that they otherwise determine requires their attention. Examples of communications that would not be forwarded include solicitations for products and services or items of a personal nature not relevant to us or our shareholders. Directors may at any time review the log of all correspondence received by Orthofix that is addressed to members of the Board and request copies of any such correspondence.

Nomination of Directors

As provided in its charter, the Nominating, Governance and Sustainability Committee identifies and recommends nominees for election to the Board and will consider nominations submitted by shareholders. The Nominating, Governance and Sustainability Committee Charter is available for review on our website at www.orthofix.com.

The Nominating, Governance and Sustainability Committee seeks to create a Board that is strong in its collective diversity of skills and experience with respect to executive leadership, finance, research and development, corporate governance, corporate responsibility, operations, compliance, quality and regulatory matters, global business, sales, distribution, technologies and industry knowledge. The Nominating, Governance and Sustainability Committee reviews with the Board, on an annual basis, the current composition of the Board in light of the characteristics of independence,

skills, experience, and availability of service to Orthofix of its members and of anticipated needs. If necessary, we will retain a third party to assist us in identifying or evaluating any potential nominees for director. When the Nominating, Governance and Sustainability Committee reviews a potential new candidate, it looks specifically at the candidate’s qualifications in light of the needs of the Board at that time given the then current mix of director attributes.

As provided for in our Corporate Governance Guidelines, in nominating director candidates, the Nominating, Governance and Sustainability Committee strives to nominate directors that exhibit high standards of ethics, integrity, commitment, and accountability. In addition, our Corporate Governance Guidelines state that all nominations should attempt to ensure that the Board shall encompass a range of talent, skills, and expertise sufficient to provide sound guidance with respect to our operations and activities. Other than as set forth in the Corporate Governance Guidelines with respect to the Board’s objective in seeking directors with a collective diversity and range of talent, skills and expertise, the Board and the Nominating, Governance and Sustainability Committee do not have a formal policy with respect to the ethnic or gender diversity of directors, but consider guidelines issued by regulatory agencies and the policies and input of institutional investors.

Under our Corporate Governance Guidelines, directors must inform the Chair of the Board and the Chair of the Nominating, Governance and Sustainability Committee in advance of accepting an invitation to serve on another company’s board of directors. In addition, no director may sit on the board of directors of, or beneficially own a significant financial interest in, any business that is a material competitor of Orthofix. The Nominating, Governance and Sustainability Committee reviews any applicable facts and circumstances relating to any such potential conflict of interest and determines in its reasonable discretion whether a conflict exists.

To recommend a director nominee, a shareholder may send a notice addressed as follows: The Board of Directors, Chair of the Nominating, Governance and Sustainability Committee of Orthofix Medical Inc., 3451 Plano Parkway, Lewisville, TX 75056. This notice must be received in a timely manner in accordance with the requirements of our Bylaws and must include certain information regarding the candidate, a statement of the qualifications of the candidate, taking into account the qualification requirements set forth above, and the candidate’s signed consent to be named in the proxy statement and to serve as a director if elected. See the section titled, “Information About Shareholder Proposals,” below, for additional information. Once we receive the recommendation, the Nominating, Governance and Sustainability Committee will determine whether to contact the candidate to request that he or she provide us with additional information about the candidate’s independence, qualifications and other information that would assist the Nominating, Governance and Sustainability Committee in evaluating the candidate, as well as certain information that must be disclosed about the candidate in our proxy statement, if nominated. Candidates must respond to our inquiries within the time frame provided in order to be considered for nomination by the Nominating, Governance and Sustainability Committee.

The Nominating, Governance and Sustainability Committee has not received any nominations for directors from shareholders for the Annual Meeting.

Corporate Responsibility

Founded in 1980, Orthofix has evolved into a leading medical device organization specializing in spine and orthopedic solutions. Our mission is to design and deliver innovative medical technologies that address musculoskeletal conditions and support the healthcare professionals who provide patient care.

Our approach to corporate responsibility (CR) and sustainability is firmly grounded in this mission and integrated into our business strategy. We are committed to conducting our operations with integrity, advancing ethical and compliant practices, supporting our workforce and communities, and creating sustainable, long-term value for our stakeholders.

We have continued to enhance our CR strategy to align with the broader transformation of our business. Our Executive Leadership Team (ELT) and our Board recognize the importance of embedding environmental and social priorities within our business operations. Our CR strategy continues to drive progress on initiatives that promote sustainability. The Nominating, Governance, and Sustainability Committee of the Board provides direct oversight of our practices and reporting with respect to sustainability and receives updates from management on sustainability matters on a regular basis.

In 2025, we continued to build on our strong CR foundation, further accelerating positive impact for our stakeholders. We expanded education and awareness of our sustainability strategy and deepened the integration of sustainability principles across our business. Building on this solid foundation and clear direction, we advanced our efforts through enhanced programs and initiatives aligned with our long-term sustainability, financial, and reputational goals, including implementing programs and processes that helped reduce our carbon footprint. We also strengthened our Corporate Responsibility Working Group by further broadening employee participation. The group continues to be responsible for guiding our sustainability strategy and monitoring CR initiatives and includes cross-functional subject matter experts from Finance, Operations, Engineering, Human Resources, Compliance, Supply Chain Management, Quality, Facilities, and Regulatory.

In 2025, we prioritized compliance with existing and emerging regulatory requirements across the U.S., South America, and the European Union. We participated in industry specific working groups to share CR-related information and collaborate with industry peers. To benchmark our performance against peers and global standards, we leveraged insights from established rating agencies to identify priority areas for focused improvement. We also partnered with an external consultancy firm to refine and further define our Global Sustainability Roadmap and goals, providing clear strategic direction for the years ahead.

We have continued to focus on our five tenets that make up our sustainability strategy, they are:

Orthofix’s website contains information on our governance, environmental and social policies and programs, including the following:

For more information on our Corporate Responsibility program, or to read our Corporate Responsibility Factsheet, please visit our corporate website: https://ir.orthofix.com/governance/Corporate-Responsibility/default.aspx

Certain Relationships and Related Transactions

Compensation Committee Interlocks and Insider Participation

The Compensation and Talent Development Committee, comprised entirely of independent, non-management directors, is responsible for establishing and administering the Company’s policies involving the compensation of its executive officers. No member of the Compensation and Talent Development Committee (i) was, during the year ended December 31, 2025, or has previously been, an officer or employee of the Company, or (ii) had any material interest in a transaction with the Company or a business relationship with, or any indebtedness to, the Company. No interlocking relationships existed during the year ended December 31, 2025, between any member of the Board or the Compensation and Talent Development Committee and an executive officer of the Company.

Approval of Related Person Transactions

Our policy regarding transactions with related persons, which is set forth in our Corporate Code of Conduct and Audit and Finance Committee Charter, is that the Audit and Finance Committee will review and approve or ratify all transactions between the Company and any related person (as defined in Item 404 of Regulation S-K) involving amounts exceeding $120,000 in which the related person has a direct or indirect material interest. The Company did not have any related party transactions meeting this threshold during 2025.

Compensation Discussion and Analysis

Executive Overview

We focus our compensation program for our named executive officers (the “Named Executive Officers” or “NEOs”) and other executives on financial, strategic, and operational goals established by the Board of Directors and designed to create sustained value for our shareholders. Our executive compensation program is designed to motivate, measure, and reward the successful achievement of our strategic and operating goals without promoting excessive or unnecessary risk taking. Our guiding compensation principle is to pay for performance.

Consistent with our pay-for-performance philosophy, a significant portion of our NEOs’ compensation was delivered in equity-based awards for 2025. For the 2025 annual equity-based grant, 50% of the award value was delivered through performance-based restricted stock units, 25% was delivered through time-based vesting stock options and 25% was delivered through time-based vesting restricted stock units.

In addition, a significant portion of our NEOs’ cash compensation was at risk via our annual cash incentive program, which is 100% performance based. The Compensation and Talent Development Committee (referred to throughout this Compensation Discussion and Analysis section as the “Committee”) has consistently set challenging financial performance goals under the annual cash incentive plan that rewards executives for achieving or exceeding the annual operating plan. In 2025, the annual cash incentive plan was redesigned to reward executives based on overall company performance rather than individual business unit results. This change was intended to drive collaboration across business units, support procedural selling, and support companywide sales initiatives. Under the simplified structure, bonuses are now linked to three companywide financial performance goals related to net sales, profitability, and free cash flow. Actual financial goal performance in 2025 fell short of the target performance goals, which resulted in a lower than target payout for our Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, President, Global Biologics and Limb Reconstruction and President, Global Operations and Quality.

The Committee believes that its overall compensation program for NEOs demonstrates the Committee’s pay-for-performance philosophy.

Notable financial results in 2025 include the following:

Consistent with shareholder interests and market best practices, our executive compensation program includes the following sound governance features:

Named Executive Officers

For 2025, our NEOs were the following individuals:

Compensation Guiding Principles and Philosophy

The Committee is comprised solely of independent directors. The Committee recommends for determination by the Board, the President and Chief Executive Officer’s compensation, and discharges the responsibilities of the Board relating to all compensation of the Company’s other Section 16 officers and ELT members, including equity-based compensation for other key employees. The Committee conducts itself in large part by our Executive Compensation Guiding Principles. These guiding principles include a compensation approach for executives that reflects a meaningful “pay-for-performance” philosophy and seeks to align compensation payouts with the goals of growing our business and increasing sustainable shareholder value.

Our Executive Compensation Guiding Principles, which are periodically reviewed and affirmed by the Committee, are as follows:

Management is responsible for effectively communicating the design and administration of the compensation program to employees. Consistent with these principles, the Committee’s compensation philosophy is to fairly compensate executive officers with an emphasis on providing incentives that balance our short-term and long-term objectives.

In implementing the “pay-for-performance” compensation philosophy for the Company’s executive officers, the Committee places considerable emphasis on variable elements of pay within the executive compensation program. For 2025, the variable elements of our executive compensation program consisted of the Company’s annual cash incentive plan, which is designed to reward executive officers for achieving specific financial and operational performance goals during the fiscal year, as well as a long-term incentive plan that consisted of a combination of (i) stock options, which only have value if the value of our stock price appreciates over the life of the option, (ii) performance-based vesting restricted stock units, and (iii) time-based vesting restricted stock units.

The Committee seeks to provide payouts through the annual cash incentive plan based on actual performance relative to pre-established financial and operational performance goals reflecting strong financial performance by the Company.

The Committee also seeks to align executives’ interests with shareholders via grants of equity compensation, which encourage executives to focus on achieving longer-term goals and sustained increases in shareholder value, as the value of these awards is directly commensurate with the fluctuations in the value of the Company’s common stock.

In addition to variable compensation programs, executives also receive health and welfare benefits (including our 401(k) plan) that are generally consistent with the level of health and welfare benefits provided to all U.S. based Company employees and those provided by companies in our industry peer group.

Compensation Process

The Committee is responsible for establishing and evaluating Company compensation policies and determining, approving and evaluating executive compensation programs, including the total compensation packages for our Section 16 officers and other members of our ELT. The Committee is also responsible for administering the Company’s equity incentive plans and other executive compensation policies. The Committee recommends for approval by the Board the compensation of the President and Chief Executive Officer and specifically considers and approves the individual compensation for our other Section 16 officers and members of our ELT. The President and Chief Executive Officer is prohibited from being present during Committee or Board voting or deliberations with respect to his own compensation arrangements. The Committee also is responsible for making recommendations to the Board regarding the compensation of non-employee directors. The Committee relies on the President and Chief Executive Officer to make recommendations on certain aspects of compensation, as discussed below. The Committee acts under a written charter adopted by the Board. The Committee reviews its charter annually and recommends any changes to the Board. The charter is available on our website at www.orthofix.com. Messrs. Bazaar, Hannon, Kummeth and Paolucci and Ms. Capps currently serve as the members of the Committee, with Mr. Kummeth serving as Chair.

Each member of the Committee is an independent, non-employee, non-affiliated, outside director. The Committee has furnished its report below.

Role of Executive Officers

At the Committee’s request, from time to time, certain of our senior management present compensation-related topics to the Committee. For instance, while the Committee approves, or recommends to our Board for approval, all elements of compensation of our Section 16 officers and other members of the ELT, the Committee requests on an annual basis that senior management aid the Committee in fulfilling its duties by facilitating the gathering of information relating to potential financial and/or operational performance targets and actual performance under our annual cash incentive program, as well as for possible equity incentive grants. The Committee then reviews this information in connection with making recommendations to the Board, setting annual incentive targets, making equity compensation grants, ratifying the achievement of financial or operational metrics under the Company’s annual cash incentive plan, or in approving that certain performance or market criteria have been achieved for certain equity awards.

Under our Executive Compensation Guiding Principles, management is responsible for compensation decisions related to all employees who are not Section 16 officers or members of the ELT, subject to limits established by the Committee (e.g., long-term incentive awards and change-in-control agreement participation). In this context, our President and Chief Executive Officer has general oversight of the compensation process for such employees and provides input to the Committee in such capacity. Our President and Chief Executive Officer also provides the Committee with additional input, perspective, and recommendations in connection with the Committee’s salary determinations for our Section 16 officers (other than himself) and other members of the ELT. Our Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, and Chief People and Business Operations Officer frequently attend meetings of the Committee in these respective capacities. These individuals are excluded from any Committee or Board deliberations or votes regarding their own compensation.

Compensation Consultant

The Committee has the authority under its charter to retain, at the Company’s expense, independent compensation consultants to assist in evaluating compensation decisions. The Committee also has the authority to terminate those engagements. In accordance with this authority and to aid the Committee in fulfilling its duties, the Committee has engaged Meridian Compensation Partners (“Meridian”) as its independent compensation consultant since September 2024. Prior to September 2024, Mercer US LLC had been engaged by the Committee to provide executive compensation consulting services.

At the Committee’s request, the compensation consultant periodically conducts reviews and recommends updates to our executive officer and director compensation programs and long-term incentive practices.

In connection with their engagement, Meridian reported to the Committee regarding their independence based on the six factors outlined in SEC regulations issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"). The Committee considered these factors and concluded that Meridian is independent and that their engagement by the Committee raised no conflicts of interest.

Peer Group Benchmarking

Decisions related to executive compensation program design and pay levels are informed, in part, by the practices and pay levels of comparable peer organizations. The Committee engages its independent compensation consultant to conduct an annual executive compensation analysis that provides market-competitive levels of total compensation. The assessment used in connection with setting 2025 compensation was provided by Meridian and compared the compensation levels of our Section 16 officers and other members of our ELT with market data to determine whether their compensation levels remained consistent with market practice and our compensation philosophy. In conducting the assessment, Meridian made comparisons to our industry peer group and survey data including companies in the life sciences/medical devices industries.

In conducting the benchmarking for 2025 pay decisions, Meridian utilized a selection of 16 peer companies. The members of the peer group were selected for inclusion principally because of their overall similarity to Orthofix in terms of annual revenue, industry sector/sub-sector, and medical technology product lines. The peer group for 2025 pay decisions consisted of the following companies in the life sciences/medical devices industries:

1 Inari Medical, Inc. was acquired by Stryker Corporation in February 2025.

2 Nevro Corp. was acquired by Globus Medical, Inc. in April 2025.

3 ZimVie Inc. was acquired by Archimed MedTech in October 2025.

The Role of Shareholder Say-on-Pay Votes

The Company provides its shareholders with the opportunity to cast an annual advisory, non-binding vote on executive compensation (a “say-on-pay proposal”), and subsequently evaluates these results and any feedback received by shareholders. At the 2025 annual meeting of shareholders, the Company’s say-on-pay proposal was supported by approximately 98% of the votes cast at the meeting, which we believe supports the Company’s “pay-for-performance” approach to executive compensation.

The Committee evaluated the results of the vote and believes that the voting results over the course of the last several years (which has included 90% or greater approval votes at each of the Company’s last ten annual meetings of shareholders) affirm shareholders’ overall support of the Company’s approach to executive compensation. The Committee believes that its continued efforts to evolve the Company’s compensation programs towards policies viewed by institutional and other shareholders as aligning executive compensation with the interests of shareholders and good corporate governance are reflected in these recent vote results.

In addition to responding to the input of shareholders, the Committee has also considered many other factors in designing and evaluating the Company’s executive compensation programs, including the alignment of our compensation programs with our corporate business objectives, periodic analysis of our programs by the compensation consultant, and an annual review of data versus a comparator group of peer companies. Each of these factors is evaluated in the context of the Committee members’ fiduciary duty to act as the directors determine to be in shareholders’ best interests. Each of these factors informed the Committee’s decisions regarding named executive officers’ compensation for 2025. The Committee will continue to consider feedback from shareholders, including the outcome of the Company’s say-on-pay proposal, when making future compensation decisions for the Named Executive Officers.

Elements of Executive Compensation

Overview

Our compensation program for executive officers and other key employees consists of three primary elements:

The Committee reviews annually what portion of the Section 16 officers and other ELT members’ total compensation should be in the form of salary, target annual cash bonus opportunity and long-term equity-based incentive compensation. The Committee believes that an appropriate mix of these elements, commensurate with our Executive Compensation Guiding Principles, will assist the Committee in meeting its compensation objectives. In addition, as further described below, we sometimes grant one-time bonuses and stock awards in connection with new hires and promotions, for retention, or special recognition purposes. As part of its decision-making process, the Committee reviews information setting forth all components of the compensation and benefits received by the Named Executive Officers. This information includes a specific review of dollar amounts for salary, target bonus opportunity, and long-term equity-based incentive compensation.

The charts below show the annual total target direct compensation (full-year base salary, target annual cash incentive compensation, and long-term equity incentive compensation award values at target) for Mr. Calafiore, our President and Chief Executive Officer, and the other Named Executive Officers for 2025. These charts illustrate that 89% of our President and Chief Executive Officer’s annual total target direct compensation and 79% of the other Named Executive Officers’ annual total target direct compensation was performance-based or variable.

Annual Salary

The Committee recommends, for approval by the Board, the annual salary for our President and Chief Executive Officer and determines the annual salary for our other Section 16 officers and members of our ELT. In making these recommendations and determinations, the Committee considers proxy peer data and/or market survey data for each individual person, with the midpoint of the salary range being the 50th percentile of the market. The Committee positions actual base salary within the salary range based on a variety of factors including an executive’s experience, performance, and contribution to Orthofix’s success. The Committee endeavors to use the full width of the salary range to differentiate pay.

The 2025 annual base salary amounts for our NEOs were as follows: