Orthofix Medical Inc. — fact timeline

Orthofix Medical Inc. shareholders approved Ratification of the Selection of Ernst & Young LLP at the 2026-06-10 meeting.

“Ratification of the Selection of Ernst & Young LLP. The selection of Ernst & Young LLP to act as the independent registered public accounting firm for the Company and its subsidiaries for the fiscal year ending December 31, 2026 was ratified by a vote of (i) 33,262,505 in favor, (ii) 1,384,292 against, and (iii) 129,879 abstaining.”

Orthofix Medical Inc. shareholders approved Advisory and Non-Binding Resolution to Approve Executive Compensation at the 2026-06-10 meeting.

“Advisory and Non-Binding Resolution to Approve Executive Compensation. The advisory and non-binding resolution to approve executive compensation was approved by a vote of (i) 24,480,474 in favor, (ii) 5,577,200 against, and (iii) 14,545 abstaining.”

Orthofix Medical Inc. shareholders approved Election of Board of Directors at the 2026-06-10 meeting.

“Election of Board of Directors. The following persons were elected as directors of the Company for a one-year term expiring at the 2027 Annual Meeting of Shareholders: Name Votes For Votes Against Abstentions Alan L. Bazaar 29,026,559 1,014,417 31,243 Wayne Burris 24,898,636 5,162,812 10,771 Massimo Calafiore 29,344,227 725,358 2,634 Vickie L. Capps 29,373,109 667,919 31,191 Michael M. Finegan 29,238,156 827,899 6,164 Jason M. Hannon 29,389,134 676,817 6,268 John B. Henneman, III 28,798,930 1,262,304 10,985 Charles R. Kummeth 28,990,854 1,070,316 11,049 Shweta S. Maniar 29,631,030 434,784 6,405 Michael E. Paolucci 24,698,858 5,367,249 6,112”

Orthofix Medical Inc. reported the first quarter ended March 31, 2026 results: revenue $196.7 million, net income $(20.9) million, EPS $(0.52) per share. Guidance reaffirmed.

“measures contained within this release exclude the impact of the Company’s decision to discontinue its M6TM product lines. Highlights • First quarter 2026 reported net sales of $196.7 million, including sales from M6 artificial cervical and lumbar discs. Non-GAAP pro forma net sales of $196.4 million, excluding sales from M6 discs, increased 3% year over year on a”

Orthofix Medical Inc. reported full-year 2026 results: revenue $850 million to $860 million. Guidance reaffirmed.

“The company also reaffirmed its full-year 2026 guidance as follows: • Net sales expected to range between $850 million to $860 million. The Company’s expected net sales represent implied year-over-year pro forma constant currency growth of approximately 5.5% at the midpoint of the range. This guidance range is based on current foreign currency exchange rates and does not take into account any additional potential exchange rate changes that may occur this year. • Non-GAAP adjusted EBITDA expected to be $95 million to $98 million. This represents 70 basis points of non-GAAP adjusted EBITDA margin expansion at the midpoint of the range compared to 2025. • Free cash flow expected to be positive for full-year 2026, excluding the impact of any potential legal settlements.”

Orthofix Medical Inc. reported first quarter ended March 31, 2026 results: revenue $196.7 million.

“Orthofix today reported preliminary, unaudited first quarter 2026 net sales of approximately $196.7 million, including sales from M6 artificial cervical and lumbar discs, and non-GAAP pro forma net sales of approximately $196.4 million, excluding sales from M6 discs, representing an increase of 0.4% on a reported basis and 3% on a non-GAAP pro forma constant currency basis compared to Q1 2025.”

Vickie Capps was appointed as Director at Orthofix Medical Inc..

“appointed Vickie Capps as a director.”

Michael M. Finegan was appointed as Chair of the Board at Orthofix Medical Inc..

“At its meeting on June 18, 2024, the Company’s Board of Directors (the “Board”) unanimously appointed (i) Michael M. Finegan as Chair of the Board”

Kimberley A. Elting departed as President, Global Orthopedics at Orthofix Medical Inc..

“On June 20, 2024, the Company announced that Kimberley A. Elting, the Company’s President, Global Orthopedics, will be departing as an executive and employee on or about July 5, 2024.”

Orthofix Medical Inc. reported the first quarter ended March 31, 2024 results: revenue $188.6 million, net income $(36.0) million, EPS $(0.95). Guidance raised.

“assets, and any impairment of acquired goodwil --- EX-99.1 (EX-99.1) --- EX-99.1 Exhibit 99.1 Orthofix Reports First Quarter 2024 Results Recent Highlights • Net sales of $188.6 million, an increase of 7.7% on a reported basis and 7.5% on a constant currency basis over prior year • Bone Growth Therapies net sales growth of 10%, marking five consecutive quarters”

Catherine M. Burzik departed as Director at Orthofix Medical Inc..

“Catherine M. Burzik has confirmed to the Board, consistent with the decision announced in November 2023, that she will not stand for re-election to the Board at the Annual Meeting.”

James F. Hinrichs departed as Director at Orthofix Medical Inc..

“each of Stuart M. Essig, Ph.D. and James F. Hinrichs informed the Board of Directors (the “Board”) of Orthofix Medical Inc. (the “Company”) that they have elected not to stand for re-election to the Board at the Company’s 2024 annual meeting of shareholders in June 2024 (the “Annual Meeting”).”

Stuart M. Essig departed as Director at Orthofix Medical Inc..

“each of Stuart M. Essig, Ph.D. and James F. Hinrichs informed the Board of Directors (the “Board”) of Orthofix Medical Inc. (the “Company”) that they have elected not to stand for re-election to the Board at the Company’s 2024 annual meeting of shareholders in June 2024 (the “Annual Meeting”).”

Orthofix Medical Inc. reported the fourth quarter and year ended December 31, 2023 results: revenue $200.4 million, net income $(22.2) million, EPS $(0.59).

“Fourth quarter net sales were $200.4 million, an increase of 64% on a reported basis and 7% on a pro forma constant currency basis. Net loss was $(22.2) million and earnings per share ("EPS") was $(0.59) on a reported basis, representing an improvement of 19% when compared to pro forma results for the prior year period.”

Julie Andrews was appointed as Chief Financial Officer at Orthofix Medical Inc..

“On January 15, 2024, Julie Andrews began service as Chief Financial Officer of Orthofix Medical Inc.”

Orthofix Medical Inc. reported the fiscal quarter and year ended December 31, 2023 results: revenue $200.3 million.

“Net sales of $200.3 million, an increase of 64% on a reported basis and an increase of 8% on a pro forma basis”

Julie Andrews was appointed as Chief Financial Officer at Orthofix Medical Inc..

“the Board appointed Julie Andrews as the Company’s Chief Financial Officer, effective as of January 15, 2024”

Massimo Calafiore was appointed as President and Chief Executive Officer at Orthofix Medical Inc..

“the Company’s Board of Directors (the “Board”) appointed Massimo Calafiore as the Company’s President and Chief Executive Officer, and Mr. Calafiore began service on such date.”

Orthofix Medical Inc. entered into Cooperation Agreement with Engine Capital, L.P., Engine Jet Capital, L.P., Engine Lift Capital, LP, Engine Capital Management, LP, Engine Capital Management GP, LLC, Engine Investments, LLC and Engine Investments II, LLC and Arnaud Ajdler (effective 2023-12-11).

“On December 11, 2023, Orthofix Medical Inc. (the “Company”) entered into a cooperation agreement (the “Cooperation Agreement”) with Engine Capital, L.P., Engine Jet Capital, L.P., Engine Lift Capital, LP, Engine Capital Management, LP, Engine Capital Management GP, LLC, Engine Investments, LLC and Engine Investments II, LLC and Arnaud Ajdler (collectively, the “Engine Group”).”

Charles Kummeth was appointed as Director at Orthofix Medical Inc..

“and Messrs. Finegan and Kummeth to the Board effective as of December 14, 2023”

Michael Finegan was appointed as Director at Orthofix Medical Inc..

“and Messrs. Finegan and Kummeth to the Board effective as of December 14, 2023”

Alan Bazaar was appointed as Director at Orthofix Medical Inc..

“the Board has increased its size from eight to eleven directors and appointed Mr. Bazaar to the Board effective as of December 12, 2023”

Massimo Calafiore was appointed as President and Chief Executive Officer at Orthofix Medical Inc..

“announced that Massimo Calafiore and the Company have agreed that Mr. Calafiore will become the Company’s President and Chief Executive Officer.”

Orthofix Medical Inc. reported the quarter ended September 30, 2023 results: revenue $184.0 million, net income Net loss was $(28.9) million, EPS $(0.77). Guidance reaffirmed.

“Net sales were $184.0 million, earnings per share (“EPS”) was $(0.77), and adjusted EPS was $0.07.”

Orthofix Medical Inc. incurred revolving credit of $25 million senior secured revolving credit facility with Blue Torch Finance LLC maturing November 6, 2027.

“and a $25 million senior secured revolving credit facility (the "Revolving Credit Facility,"”

Orthofix Medical Inc. incurred term loan of $25 million senior secured delayed draw term loan facility with Blue Torch Finance LLC maturing November 6, 2027.

“a $25 million senior secured delayed draw term loan facility (the "Delayed Draw Term Loan"),”

Orthofix Medical Inc. incurred term loan of $100 million senior secured term loan with Blue Torch Finance LLC at three-month SOFR rate (subject to a floor of 3.00% and a credit spread adjustmen maturing November 6, 2027.

“The Financing Agreement provides for a $100 million senior secured term loan (the "Initial Term Loan"),”

Orthofix Medical Inc. terminated Second Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto valued at $175 million senior secured revolving credit facility (effective 2023-11-06).

“the Company repaid in full amounts outstanding and terminated all commitments under the Company's prior $175 million senior secured revolving credit facility evidenced by that certain Second Amended and Restated Credit Agreement, dated as of October 25, 2019, among the Company, certain subsidiaries of the Company as borrowers and guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (as amended, supplemented or otherwise modified, the "Prior Credit Agreement").”

Orthofix Medical Inc. entered into Financing Agreement with Blue Torch Finance LLC, as administrative agent and collateral agent, and certain lenders party thereto valued at $100 million senior secured term loan, a $25 million senior secured delayed draw term loan facility, (effective 2023-11-06).

“On November 6, 2023 (the "Effective Date"), Orthofix Medical Inc. (the "Company"), as borrower, and certain subsidiaries of the Company as guarantors, entered into a Financing Agreement (the "Financing Agreement") with Blue Torch Finance LLC, as administrative agent and collateral agent (the "Agent"), and certain lenders party thereto.”

Keith C. Valentine resigned as Director at Orthofix Medical Inc..

“On October 4, 2023, Keith C. Valentine resigned as a member of the Board of Directors (the “Board”) of Orthofix Medical Inc. (the “Company”).”

Puja Leekha was appointed as Interim Chief Legal Officer at Orthofix Medical Inc..

“The Board also appointed Geoffrey C. Gillespie as Interim Chief Financial Officer and Puja Leekha as Interim Chief Legal Officer, each effective immediately.”

Geoffrey C. Gillespie was appointed as Interim Chief Financial Officer at Orthofix Medical Inc..

“The Board also appointed Geoffrey C. Gillespie as Interim Chief Financial Officer and Puja Leekha as Interim Chief Legal Officer, each effective immediately.”

Catherine M. Burzik was appointed as Interim Chief Executive Officer at Orthofix Medical Inc..

“Also on September 11, 2023, the Board appointed Catherine M. Burzik, the current Chair of the Board, as Interim Chief Executive Officer, effectively immediately.”

Patrick Keran was terminated as Chief Legal Officer at Orthofix Medical Inc..

“On September 11, 2023, the Board of Directors (the “Board”) of Orthofix Medical Inc. (“Orthofix” or the “Company”) terminated the employment of Keith Valentine, the Company’s Chief Executive Officer, John Bostjancic, the Company’s Chief Financial Officer and Patrick Keran, the Company’s Chief Legal Officer.”

John Bostjancic was terminated as Chief Financial Officer at Orthofix Medical Inc..

“On September 11, 2023, the Board of Directors (the “Board”) of Orthofix Medical Inc. (“Orthofix” or the “Company”) terminated the employment of Keith Valentine, the Company’s Chief Executive Officer, John Bostjancic, the Company’s Chief Financial Officer and Patrick Keran, the Company’s Chief Legal Officer.”

Keith Valentine was terminated as Chief Executive Officer at Orthofix Medical Inc..

“On September 11, 2023, the Board of Directors (the “Board”) of Orthofix Medical Inc. (“Orthofix” or the “Company”) terminated the employment of Keith Valentine, the Company’s Chief Executive Officer, John Bostjancic, the Company’s Chief Financial Officer and Patrick Keran, the Company’s Chief Legal Officer.”

Orthofix Medical Inc. reported the quarter ended June 30, 2023 results: revenue $187.0 million, EPS $(1.07). Guidance raised.

“Legal judgments/sett --- EX-99.1 (EX-99.1) --- EX-99.1 Exhibit 99.1 Orthofix Reports Second Quarter 2023 Results and Raises Revenue and Adjusted EBITDA Guidance • Net sales of $187.0 million, an increase of 58% on a reported basis and 7% on a pro forma constant currency basis over prior year • Bone Growth Therapies growth of 10%, marking two consecutive quarters with”

Orthofix Medical Inc.: Board approved amendments to the amended and restated bylaws, removing forum selection provisions, addressing universal proxy rules, enhancing procedural mechanics, and making other updates (effective 2023-06-19).

“On June 19, 2023, the Company’s board of directors approved amendments to the Company’s amended and restated bylaws, effective as of that date.”

Orthofix Medical Inc. shareholders voted on Advisory vote on the preferred frequency of holding say-on-pay votes at the 2023-06-19 meeting.

“Proposal 9. The Company’s stockholders voted as follows with respect to the preferred frequency of holding an advisory vote on the compensation of the Company’s named executive officers. Every Year Every Two Years Every Three Years Abstentions Broker Non-Votes 26,821,703 52,809 1,460,317 12,551 2,986,419”

Orthofix Medical Inc. shareholders approved Approval of the SPP Amendment at the 2023-06-19 meeting.

“Proposal 8. The Company’s stockholders approved the SPP Amendment by the votes set forth below. Votes For Vote Against Abstentions Broker Non-Votes 27,934,772 404,891 7,717 2,986,419”

Orthofix Medical Inc. shareholders approved Approval of the LTIP Amendment at the 2023-06-19 meeting.

“Proposal 7. The Company’s stockholders approved the LTIP Amendment by the votes set forth below. Votes For Vote Against Abstentions Broker Non-Votes 24,050,170 4,287,329 9,881 2,986,419”

Orthofix Medical Inc. shareholders approved Amended and restated certificate of incorporation to add forum selection provisions at the 2023-06-19 meeting.

“Proposal 6. The Company’s stockholders approved an amended and restated certificate of incorporation for the Company, including a proposal regarding the addition of forum selection provisions, by the votes set forth below. Votes For Vote Against Abstentions Broker Non-Votes 25,623,694 2,714,865 8,821 2,986,419”

Orthofix Medical Inc. shareholders approved Amended and restated certificate of incorporation to provide for exculpation of officers as permitted by Delaware law at the 2023-06-19 meeting.

“Proposal 5. The Company’s stockholders approved an amended and restated certificate of incorporation for the Company, including a proposal to provide for exculpation of officers as permitted by recent amendments to Delaware law, by the votes set forth below. Votes For Vote Against Abstentions Broker Non-Votes 25,292,082 3,010,444 44,854 2,986,419”

Orthofix Medical Inc. shareholders approved Amended and restated certificate of incorporation to increase authorized shares of common stock from 50,000,000 to 100,000,000 at the 2023-06-19 meeting.

“Proposal 4. The Company’s stockholders approved an amended and restated certificate of incorporation for the Company, including a proposal to increase the number of authorized shares of common stock from 50,000,000 to 100,000,000, by the votes set forth below. Votes For Vote Against Abstentions Broker Non-Votes 29,346,646 1,983,963 3,190 0”

Orthofix Medical Inc. shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm at the 2023-06-19 meeting.

“Proposal 3. The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, by the votes set forth below. Votes For Vote Against Abstentions Broker Non-Votes 30,873,615 431,987 28,197 0”

Orthofix Medical Inc. shareholders approved Advisory vote on executive compensation at the 2023-06-19 meeting.

“Proposal 2. The Company’s stockholders approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers, as described in the “Compensation Discussion and Analysis” and the related compensation tables in the Proxy Statement, by the votes set forth below. Votes For Vote Against Abstentions Broker Non-Votes 27,052,804 1,282,468 12,108 2,986,419”

Orthofix Medical Inc. shareholders approved Election of Directors at the 2023-06-19 meeting.

“Proposal 1. Each of the nominees for the Company’s board of directors was elected by the votes set forth below. Nominee Votes For Votes Against Abstentions Broker Non-Votes Wayne Burris 28,147,480 192,673 7,227 2,986,419 Catherine M. Burzik 27,030,258 1,309,509 7,613 2,986,419 Stuart M. Essig, Ph.D. 28,219,148 120,234 7,998 2,986,419 Jason M. Hannon 28,080,517 259,120 7,743 2,986,419 John B. Henneman, III 26,402,030 1,914,424 30,926 2,986,419 James F. Hinrichs 26,890,141 1,449,867 7,372 2,986,419 Shweta Singh Maniar 28,056,457 260,233 30,690 2,986,419 Michael E. Paolucci 24,817,121 3,523,074 7,185 2,986,419 Keith C. Valentine 28,246,466 72,789 28,125 2,986,419”

Orthofix Medical Inc. amended Second Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and certain lender parties valued at $175 million (effective 2023-06-13).

“On June 13, 2023, Orthofix Medical Inc. (the “Company”) and certain of its wholly-owned subsidiaries entered into a Limited Consent, Limited Waiver and Second Amendment to Second Amended and Restated Credit Agreement (the “Consent and Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent, and certain lender parties thereto.”

Orthofix Medical Inc. reported the year ended December 31, 2023 results: revenue $750 to $756. Guidance reaffirmed.

“changes that may occur this year. Current 2023 Outlook Previous 2023 Outlook (Unaudited, U.S. Dollars, in millions, except per share data) Low High Low High Full year net sales $ 750 1 $ 756 1 $ 743 $ 753 Full year adjusted EBITDA $ 40 $ 45 N/A N/A 1 Represents a year-over-year increase of 62.8% to 64.1% on a reported basis and an increase of 7.0% to 7.9% on a”

Orthofix Medical Inc. reported the quarter ended March 31, 2023 results: revenue $175.2 million, net income $(60.9) million, or $(1.71) per share, EPS $(1.71).

“and certain related legal expenses, which are recorded as general and a --- EX-99 (EX-99.1) --- EX-99 Exhibit 99.1 Orthofix Reports First Quarter 2023 Results • Net sales of $175.2 million, an increase of 65% on a reported basis and 12% on a pro forma constant currency basis over prior year • Bone Growth Therapies growth of 14%, with growth coming from both spine”