Orthofix Medical Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

ORTHOFIX MEDICAL INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth 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 or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On April 1, 2025, Orthofix Medical Inc. (the “Company”) became tenant under a new lease governing its Carlsbad, California office location (5770 Armada Drive) (the “New Lease”), which became effective on such date. The Company had previously been tenant pursuant to a prior sublease with respect to such location (which is filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024), which sublease terminated as of such date.

The New Lease provides for a term through October 31, 2037. The Company’s monthly rent, which includes 3.5% annual increases, is estimated to have a total pre-tax occupancy cost of approximately $34.6 million over the 12.5 year term of the lease. In addition to monthly rent, the Company is also obligated to pay the real estate taxes, insurance costs and utility and other expenses for the property.

Item 1.02 Termination of a Material Definitive Agreement.

The disclosure contained in Item 1.01 with respect to the termination of the Company’s prior lease is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.