Orthofix Medical Inc 2024年度报告

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transion period fromto.Commission File Number:000-19961 ORTHOFIX MEDICAL INC. (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is not required tofile reports pursuant to Secon 13 or Secon 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) hasfiled all reports required to befiled by Secon 13 or 15(d) of the Securies 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 submied electronically every Interacve Data File required to be submied pursuant to Rule 405 of RegulaonS-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 reporng company, or emerginggrowth company. See the definions of "large acceleratedfiler," "acceleratedfiler," "smaller reporng company," and "emerging growth company" in Rule 12b-2of the Exchange Act. Large acceleratedfiler☐Acceleratedfiler☒Emerging Growth Company☐Non-acceleratedfiler☐Smaller reporng company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transion period for complying with any new orrevisedfinancial accounng standards provided pursuant to Secon 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant hasfiled a report on and aestaon to its management’s assessment of the effecveness of its internal controloverfinancial reporng under Secon 404(b) of the Sarbanes-Oxley Act (15 U.S.C. §7262(b)) by the registered public accounngfirm that prepared or issued itsaudit report.☒ If securies are registered pursuant to Secon 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in thefilingreflect the correcon of an error to previously issuedfinancial statements.☐ 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, 2024, as reported by the Nasdaq Global Select Market, was approximately $504.4million.As of February 21, 2025,39,022,492shares of common stock were issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain secons of the registrant’s definive proxy statement to befiled with the Commission in connecon with the Orthofix Medical Inc. 2025 Annual Meengof Shareholders are incorporated by reference in Part III of this Annual Report. Form 10-K for the Year Ended December 31, 2024Table of Contents PART IItem 1.Business6Item1A.Risk Factors27Item1B.Unresolved StaffComments52Item1C.Cybersecurity52Item 2.Properes54Item 3.Legal Proceedings54Item 4.Mine Safety Disclosure54PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Maers and Issuer Purchases of EquitySecuries55Item 6.Reserved56Item 7.Management’s Discussion and Analysis of Financial Condion and Results of Operaons57Item7A.Quantave and Qualitave Disclosures About Market Risk69Item 8.Financial Statements and Supplementary Data70Item 9.Changes in and Disagreements with Accountants on Accounng and Financial Disclosure70Item9A.Controls and Procedures70Item9B.Other Informaon73Item9C.Disclosure Regarding Foreign Jurisdicons that Prevent Inspecons73PART IIIItem10.Directors, Execuve Officers, and Corporate Governance74Item11.Execuve Compensaon74Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Maers74Item13.Certain Relaonships, Related Transacons, and Director Independence74Item14.Principal Accountant Fees and Services74PART IVItem15.Exhibits and Financial Statement Schedules75Item16.Form 10-K Summary82 Forward-Looking Statements This Annual Report contains forward-looking statements within the meaning of Secon 21E of the Securies Exchange Act of1934, as amended ("the Exchange Act"), and Secon 27A of the Securies Act of 1933, as amended, relang to our business andfinancial outlook, which are based on our current beliefs, assumpons, expectaons, esmates, forecasts, and projecons. Insome cases, you can idenfy forward-looking statements by terminology such as "may," "will," "should," "expects," "plans,""ancipates," "believes," "esmates," "projects," "intends," "predicts," "potenal," "connue," or other comparable terminology.Forward-looking statements include, but are not limited to, statements about: •our intenons, beliefs, and ex