Orthofix Medical Inc 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For thefiscal year ended December 31, 2025or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto.Commission File Number: 000-19961 ORTHOFIX MEDICAL INC. (Exact name of registrant as specified in its charter) (214) 937-2000 Indicate by check mark if the registrant is not required tofile reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) hasfiled all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to suchfiling requirements for thepast 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐Indicate by check mark whether the registrant is a large acceleratedfiler, an acceleratedfiler, a non-acceleratedfiler, a smaller reporting company, or emerginggrowth company. See the definitions of "large acceleratedfiler," "acceleratedfiler," "smaller reporting company," and "emerging growth company" in Rule 12b-2of the Exchange Act. Large acceleratedfiler☐Acceleratedfiler☒Emerging Growth Company☐Non-acceleratedfiler☐Smaller reporting company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant hasfiled a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. §7262(b)) by the registered public accountingfirm that prepared or issued its auditreport.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in thefilingreflect the correction of an error to previously issuedfinancial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ The aggregate market value of registrant’s common stock held by non-affiliates, based upon the closing price of the common stock on the last business day of thefiscal quarter ended June 30, 2025, as reported by the Nasdaq Global Select Market, was approximately $440.2 million.As of February 20, 2026, 40,144,397 shares of common stock were issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain sections of the registrant’s definitive proxy statement to befiled with the Commission in connection with the Orthofix Medical Inc. 2026 Annual Meetingof Shareholders are incorporated by reference in Part III of this Annual Report. Form 10-K for the Year Ended December 31, 2025Table of Contents PART IItem 1.Business6Item 1A.Risk Factors27Item 1B.Unresolved StaffComments51Item 1C.Cybersecurity52Item 2.Properties53Item 3.Legal Proceedings53Item 4.Mine Safety Disclosure53PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities54Item 6.Reserved55Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations56Item 7A.Quantitative and Qualitative Disclosures About Market Risk68Item 8.Financial Statements and Supplementary Data69Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure69Item 9A.Controls and Procedures69Item 9B.Other Information72Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections72PART IIIItem 10.Directors, Executive Officers, and Corporate Governance73Item 11.Executive Compensation73Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters73Item 13.Certain Relationships, Related Transactions, and Director Independence73Item 14.Principal Accountant Fees and Services73PART IVItem 15.Exhibits and Financial Statement Schedules74Item 16.Form 10-K Summary82 Forward-Looking Statements This Annual Report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, asamended ("the Exchange Act"), and Section 27A of the Securities Act of 1933, as amended, relating to our business