Form 4: Xtant Medical CFO Receives Major Equity Award

Xtant Medical Holdings, Inc. CFO Scott C. Neils was granted 263,291 deferred stock units and up to 526,582 performance stock units, aligning his incentives with long-term shareholder value.

Summary

• Scott C. Neils, CFO and Assistant Secretary of Xtant Medical Holdings, Inc. (XTNT), was granted 263,291 Deferred Stock Units (DSUs) on November 15, 2025, at a price of $0.
• These DSUs will vest in four annual increments: 65,822 shares on November 15, 2026, November 15, 2027, and November 15, 2028, and 65,825 shares on November 5, 2029, contingent on continued employment.
• The settlement of vested DSU shares is deferred to a later date as per the award agreement.
• Additionally, Mr. Neils was granted 526,582 Performance Stock Units (PSUs) on November 15, 2025, at a price of $0.
• These PSUs represent the maximum number of shares (200% of the target 263,291) that may be issued.
• The PSUs will vest and become earned in one-third increments based on achieving specified stock price performance goals over a three-year period, subject to additional service-based vesting conditions.
• Following these transactions, Mr. Neils beneficially owns 851,465 shares of common stock, which includes the new DSU award, 498,914 shares from prior RSU/DSU awards under the 2023 plan, and 85,220 shares from RSU awards under the 2018 plan, all subject to vesting.
• Each DSU and PSU represents a contingent right to receive one share of the Issuer's common stock.

Sentiment

Score: 7

Explanation: The filing reports a significant equity award to a key executive, which is generally positive for aligning management and shareholder interests. However, it is a compensation event rather than a direct report on financial performance, so the sentiment is moderately positive for governance and incentive structure.

Positives

• The significant equity awards to the CFO align management's long-term interests directly with those of shareholders, incentivizing sustained company performance and stock price appreciation.
• The performance-based nature of the PSUs directly links a substantial portion of the CFO's compensation to the achievement of specific stock price goals, indicating a commitment to shareholder value creation.
• The awards are granted under the Xtant Medical Holdings, Inc. Amended and Restated 2023 Equity Incentive Plan, demonstrating a structured approach to executive compensation.

Negatives

• The awards are contingent and do not represent immediate cash compensation or fully vested equity, meaning the ultimate value to the CFO is uncertain and dependent on future events.
• The vesting schedules extend several years into the future, requiring continued employment and, for PSUs, specific stock price performance, which introduces personal risk for the executive.
• The 'price' of the acquired securities is $0, indicating these are grants rather than purchases, which dilutes existing shareholder equity upon vesting and issuance.

Risks

• The vesting of both DSUs and PSUs is conditioned upon the Reporting Person remaining an employee of Xtant through the applicable vesting dates, posing a risk of forfeiture if employment ceases.
• PSUs are subject to the achievement of specified stock price performance goals during a three-year performance period, meaning the full award may not be earned if performance targets are not met.
• The settlement of vested DSU shares is deferred to a later date, introducing uncertainty regarding the timing of liquidity for the executive.

Future Outlook

The equity awards are designed to incentivize the CFO to drive long-term shareholder value through continued service and achievement of specific stock price performance goals over the next three to four years. The deferred settlement of DSUs further encourages a long-term perspective.

Management Comments

• The awards are granted pursuant to the Xtant Medical Holdings, Inc. Amended and Restated 2023 Equity Incentive Plan, reflecting the company's established compensation framework.

Industry Context

The granting of deferred and performance-based equity awards to key executives like the CFO is a standard practice in the medical technology and broader public company sectors. This approach is widely used to align executive incentives with long-term company performance and shareholder interests, particularly in growth-oriented industries where stock appreciation is a primary value driver.

Comparison to Industry Standards

• The structure of DSU and PSU awards, with multi-year vesting and performance conditions, is consistent with common executive compensation practices in the U.S. public markets.
• The use of stock price performance goals for PSUs is a direct and transparent method of linking executive pay to shareholder returns, a practice favored by many institutional investors.
• Without specific peer company compensation data, it is difficult to assess the exact size of this award relative to industry benchmarks for a CFO in a company of Xtant Medical's size and market capitalization. However, the mechanisms employed are standard.

Corporate Governance

Related Party Transactions

• The equity awards to Scott C. Neils, a named executive officer (CFO), constitute a related party transaction as part of his compensation package.

Stakeholder Impact

• Shareholders: Potential positive impact through enhanced alignment of executive incentives with long-term stock performance and value creation. However, future share issuance upon vesting will result in dilution.
• Employees: The awards demonstrate the company's commitment to its equity incentive plans, potentially signaling opportunities for other employees, though these are executive-specific awards.
• Management: The CFO receives significant long-term incentives, contingent on performance and continued service, which can enhance retention and motivation.

Next Steps

• The company will continue to monitor the vesting conditions for the DSU awards on November 15, 2026, November 15, 2027, November 15, 2028, and November 5, 2029.
• The company will track the achievement of specified stock price performance goals for the PSUs over the three-year performance period ending November 15, 2028.
• Upon vesting and settlement, shares underlying the DSU and PSU awards will be issued to the Reporting Person.

Key Dates

Keywords

Xtant Medical, XTNT, SEC Form 4, Equity Award, Deferred Stock Units, Performance Stock Units, Executive Compensation, Insider Transaction, Stock Incentive Plan, CFO, Corporate Governance