Form 4: Director Bakewell Receives Xtant Medical Equity Award

Xtant Medical Holdings, Inc. Director John K. Bakewell was granted 158,228 deferred stock units, vesting in November 2026.

Summary

• John K. Bakewell, a Director of Xtant Medical Holdings, Inc. (XTNT), was granted 158,228 deferred stock units (DSUs).
• The transaction date for this award was November 15, 2025.
• These DSUs were granted under the Xtant Medical Holdings, Inc. Amended and Restated 2023 Equity Incentive Plan.
• The shares underlying these DSUs will vest on November 15, 2026, contingent upon Mr. Bakewell remaining a director through that date.
• The settlement of the vested shares will be deferred to a later date as per the DSU award agreement.
• Each DSU represents a contingent right to receive one share of the Issuer's common stock.
• Following this transaction, Mr. Bakewell beneficially owns a total of 465,570 shares issuable upon settlement of DSU awards, subject to their respective vesting dates.

Sentiment

Score: 6

Explanation: The filing reports a routine equity compensation grant to a director. While generally a neutral event, it is slightly positive as it aligns the director's interests with those of shareholders through future stock ownership, contributing to long-term stability.

Positives

• The grant of deferred stock units to a director helps align management's long-term interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• The award is part of a pre-existing and approved equity incentive plan, indicating a structured approach to executive and director compensation.

Negatives

• The shares are not immediately owned and are subject to a vesting period, meaning the director does not have immediate full ownership or voting rights.
• The award price is $0, meaning it is a grant and not a purchase, which dilutes existing shareholders if new shares are issued upon settlement.

Risks

• The vesting of the 158,228 deferred stock units is conditioned upon the Reporting Person remaining a director of Xtant Medical Holdings, Inc. through November 15, 2026.
• The value of the vested shares upon settlement is subject to the future market price of Xtant Medical Holdings, Inc. common stock.

Future Outlook

The future outlook for the director's beneficial ownership includes the vesting of the newly granted 158,228 deferred stock units on November 15, 2026, provided the director remains with the company. The settlement of these and other previously granted DSUs will occur at a later, unspecified date.

Industry Context

The grant of deferred stock units to directors is a common practice in the medical technology and broader corporate sectors. It serves as a non-cash compensation method designed to retain key personnel and align their financial incentives with the long-term performance of the company's stock, a standard approach in corporate governance.

Comparison to Industry Standards

• Equity-based compensation, such as DSU awards, is a standard component of director remuneration across various industries, including medical technology companies like Xtant Medical Holdings, Inc.
• The vesting schedule tied to continued service is typical for such awards, ensuring retention and commitment from board members.
• The use of an established equity incentive plan (Amended and Restated 2023 Equity Incentive Plan) is consistent with best practices for transparent and structured compensation programs.

Corporate Governance

Related Party Transactions

• Grant of 158,228 deferred stock units to John K. Bakewell, a Director of Xtant Medical Holdings, Inc., as part of his compensation package.

Stakeholder Impact

• Shareholders: The grant of DSUs aligns the director's financial interests with shareholder value creation, as the value of the award is tied to the company's stock performance. Potential future dilution if new shares are issued upon settlement.
• Employees: No direct impact mentioned for general employees, but it reflects the company's compensation strategy for leadership.
• Directors: Provides a form of long-term incentive compensation, encouraging continued service and strategic focus.

Next Steps

• The 158,228 deferred stock units are scheduled to vest on November 15, 2026, subject to the director's continued service.
• Settlement of the vested shares underlying the DSU awards will occur at a later date, as per the terms of the DSU award agreement.

Key Dates

Keywords

Xtant Medical Holdings, XTNT, Form 4, insider transaction, equity award, deferred stock unit, DSU, director compensation, stock ownership, equity incentive plan