Xtant Medical Seeks 12.3M Share Boost for Equity Plan, Board Re-election

TL;DR

**XTNT is asking for a massive 12.3M share increase for its equity plan, which is a huge red flag for dilution unless they can show a clear path to significant growth and profitability.**

AI Summary

Xtant Medical Holdings, Inc. (XTNT) is holding its Annual Meeting on November 7, 2025, where stockholders will vote on six key proposals. A significant proposal is the amendment to the 2023 Equity Incentive Plan, seeking to increase the number of shares available by 12,300,000. This expansion of the equity pool is intended to attract and retain talent, aligning executive and employee incentives with long-term stockholder value. Stockholders will also elect six director nominees, ratify Grant Thornton LLP as the independent auditor for 2025, and cast advisory votes on executive compensation and the frequency of future 'say-on-pay' votes. The Board recommends 'FOR' all proposals, including an annual frequency for executive compensation votes. The company had 140,000,485 shares of common stock outstanding as of the September 9, 2025 record date.

Why It Matters

The proposed 12,300,000 share increase to Xtant Medical's 2023 Equity Incentive Plan is a critical move for talent acquisition and retention in the competitive medical device sector, directly impacting the company's ability to innovate and grow. For investors, this dilution risk must be weighed against the potential for enhanced performance driven by incentivized management and employees. The advisory vote on executive compensation provides a direct channel for stockholders to influence governance, a key factor in maintaining investor confidence and ensuring management accountability, especially as Xtant competes with larger players in the orthopedic and biologics market.

Risk Assessment

Risk Level: medium — The primary risk is the proposed 12,300,000 share increase to the 2023 Equity Incentive Plan, which represents a substantial potential dilution to existing stockholders given the 140,000,485 shares outstanding as of September 9, 2025. While intended for talent retention, such a large increase could depress per-share value if not offset by significant future growth and profitability.

Analyst Insight

Investors should scrutinize the rationale for the 12,300,000 share increase in the equity incentive plan, demanding clear performance metrics tied to these awards. Vote 'FOR' the director nominees and auditor, but consider voting 'AGAINST' the equity plan amendment if the potential dilution outweighs the perceived benefits of executive incentives.

Key Numbers

• 12,300,000 shares — Increase in shares for 2023 Equity Incentive Plan (Represents potential dilution for existing stockholders)
• 140,000,485 shares — Common stock issued and outstanding (As of the September 9, 2025 record date)
• November 7, 2025 — Date of Annual Meeting (Key date for stockholder votes)
• September 9, 2025 — Record Date for voting (Determines eligibility to vote at the Annual Meeting)
• 6 — Number of director nominees (To be elected at the Annual Meeting)
• 8:00 a.m. Eastern Time — Annual Meeting start time (Meeting logistics)

Key Players & Entities

• Xtant Medical Holdings, Inc. (company) — Registrant
• Grant Thornton LLP (company) — Independent Registered Public Accounting Firm
• Stavros G. Vizirgianakis (person) — Chair of the Board
• Sean E. Browne (person) — President and Chief Executive Officer
• Scott C. Neils (person) — Chief Financial Officer
• Fox Rothschild LLP (company) — Location of Annual Meeting
• SEC (regulator) — Securities and Exchange Commission
• Broadridge Corporate Issuer Solutions, Inc. (company) — Transfer Agent
• New York Stock Exchange (regulator) — Determines routine/non-routine matters

FAQ

Industry Context

Xtant Medical Holdings, Inc. operates in the medical device industry, specifically focusing on spine and orthopedic implants. This sector is characterized by significant research and development, regulatory hurdles, and a competitive landscape with both large established players and smaller innovative companies.

Regulatory Implications

As a medical device company, Xtant is subject to stringent regulations from bodies like the FDA. Any changes to product lines, manufacturing processes, or market strategies must comply with these evolving regulatory frameworks, posing ongoing compliance risks.

What Investors Should Do

1. Review the proposed amendment to the 2023 Equity Incentive Plan.
2. Vote on the election of the six director nominees.
3. Consider the advisory vote on executive compensation and its frequency.

Key Dates

• 2025-11-07: Annual Meeting of Stockholders — Stockholders will vote on key proposals, including the amendment to the 2023 Equity Incentive Plan and election of directors.
• 2025-09-09: Record Date for voting — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2025-09-15: Proxy materials available on the Internet — Commencement of public availability of proxy statement and 2024 Annual Report for stockholder review.

Glossary

DEF 14A

A proxy statement filed with the SEC by publicly traded companies to solicit shareholder votes for annual meetings. (This document contains the information shareholders need to vote on company matters.)

2023 Equity Incentive Plan

A plan established by the company to grant equity awards (like stock options or restricted stock) to employees and executives. (A key proposal seeks to increase the number of shares available under this plan, impacting potential dilution and future compensation.)

Say-on-pay vote

An advisory (non-binding) shareholder vote on executive compensation. (Stockholders will have an advisory vote on executive compensation and the frequency of future such votes.)

Quorum

The minimum number of shares that must be represented at a meeting for business to be legally transacted. (One-third of the shares of common stock outstanding and entitled to vote are required for a quorum at the Annual Meeting.)

Year-Over-Year Comparison

This filing indicates the company is seeking to significantly increase its equity incentive pool by 12,300,000 shares, suggesting a focus on talent acquisition and retention. Specific comparative financial metrics like revenue, net income, or margins are not detailed in this excerpt, making a direct quantitative comparison to a previous filing impossible without access to the full 2024 Annual Report or prior DEF 14A.

Filing Documents

• formdef14a.htm (DEF 14A) — 1144KB
• formdef14a_001.jpg (GRAPHIC) — 12KB
• formdef14a_002.jpg (GRAPHIC) — 2KB
• formdef14a_003.jpg (GRAPHIC) — 2KB
• formdef14a_004.jpg (GRAPHIC) — 2KB
• formdef14a_005.jpg (GRAPHIC) — 1KB
• formdef14a_006.jpg (GRAPHIC) — 2KB
• formdef14a_007.jpg (GRAPHIC) — 3KB
• formdef14a_008.jpg (GRAPHIC) — 82KB
• formdef14a_009.jpg (GRAPHIC) — 78KB
• proxy_001.jpg (GRAPHIC) — 319KB
• proxy_002.jpg (GRAPHIC) — 225KB
• formdef14a_010.jpg (GRAPHIC) — 4KB
• formdef14a_011.jpg (GRAPHIC) — 3KB
• 0001493152-25-013361.txt ( ) — 3776KB
• xtnt-20241231.xsd (EX-101.SCH) — 7KB
• xtnt-20241231_def.xml (EX-101.DEF) — 12KB
• xtnt-20241231_lab.xml (EX-101.LAB) — 69KB
• xtnt-20241231_pre.xml (EX-101.PRE) — 44KB
• formdef14a_htm.xml (XML) — 143KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 35 Executive Officers 35 Overview 36 Compensation Philosophy 36 Use of Market Data 36 Elements of Our Executive Compensation Program 37 Summary Compensation Table 38 Executive Employment and Other Agreements 39 401(k) Retirement Plan 39 Outstanding Equity Awards at Fiscal Year-End 40 Policies and Practices Related to the Grant of Certain Equity Awards Close to Time to the Release of Material Nonpublic Information 41 Xtant Medical Holdings, Inc. 2023 Equity Incentive Plan 41 Potential Payments upon Termination or Change in Control 42 Pay Versus Performance Disclosure 44 TRANSACTIONS WITH RELATED PERSONS, PROMOTERS, AND CERTAIN CONTROL PERSONS 48 Policies and Procedures for Review and Approval of Related Party Transactions 48 Related Party Transactions 48 Family Relationships 48

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 49 Significant Beneficial Owners 49

Security Ownership of Management

Security Ownership of Management 50 Clawback Policy 51 Anti-Hedging and Anti-Pledging Policy 51 ADDITIONAL INFORMATION 52 Stockholder Proposals and Director Nominations 52 Householding Information 52 Incorporation by Reference 53 Copies of 2024 Annual Report 53 References in this proxy statement to: "Xtant," "we," "us," "our," or the "Company" refer to Xtant Medical Holdings, Inc.; "Board" refers to the Board of Directors of Xtant; "Annual Meeting" refers to our 2025 Annual Meeting of Stockholders; and "2024 Annual Report" or "2024 Annual Report to Stockholders" refer to our Annual Report on Form 10-K for the year ended December 31, 2024, being made available together with this proxy statement. Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement. and denote trademarks and registered trademarks of Xtant Medical Holdings, Inc. or our affiliates, registered as indicated in the United States. All other trademarks and trade names referred to in this release are the property of their respective owners. ii XTANT MEDICAL HOLDINGS, INC. 664 Cruiser Lane Belgrade, Montana 59714 (406) 388-0480 PROXY TO BE HELD ON NOVEMBER 7, 2025 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on Friday, November 7, 2025 This proxy statement and our 2024 Annual Report of Stockholders are available on the Internet, free of charge, at www.proxyvote.com commencing on or about September 15, 2025. On this website, you will be able to access this proxy statement, our 2024 Annual Report, and any amendments or supplements to these materials that are required to be furnished to stockholders. We encourage you to access and review all of the important information contained in the proxy materials before voting. We will mail paper cop

executive compensation

executive compensation. (2) While an advisory vote, the Compensation Committee and Board expect to take in account the outcome of this vote when considering the frequency of future advisory votes on executive compensation. Q: Can I revoke my proxy or change my vote after I have voted? A: You may revoke your proxy and change your vote by voting again or by attending the Annual Meeting and voting in person. Only your latest dated proxy card received at or prior to the Annual Meeting will be counted. However, your attendance at the Annual Meeting will not have the effect of revoking your proxy unless you forward written notice to the Corporate Secretary at Xtant Medical Holdings, Inc., 664 Cruiser Lane, Belgrade, Montana 59714, or you vote by ballot at the Annual Meeting. If you are a beneficial owner, you will need to request a legal proxy from your broker and bring it with you to vote at the Annual Meeting. Q: How many votes are required to hold the Annual Meeting? A: The presence, in person or by proxy, of the holders of one-third of the shares of our common stock outstanding and entitled to vote on the Record Date is necessary to hold the Annual Meeting and conduct business. This is called a quorum. Abstentions and broker non-votes will be considered as present at the Annual Meeting for purposes of establishing a quorum. Q: What does it mean if I receive more than one Internet Notice or set of proxy materials? A: It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating, and returning the enclosed proxy card in the enclosed envelope. Q: Who will bear the cost of soliciting votes for the Annual Meeting? A: The Company is making thi

View Full Filing

View this DEF 14A filing on SEC EDGAR