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Share-based compensation | 9 Months Ended
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Sep. 30, 2024
Share-Based Payment Arrangement [Abstract] |
Share-based compensation | 13. Share-based compensation Components of share-based compensation expense are as follows:
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
(Unaudited, U.S. Dollars, in thousands) |  | 2024 |  |  | 2023 |  |  | 2024 |  |  | 2023 |
Cost of sales |  | $ | 486 |  |  | $ | 463 |  |  | $ | 1,576 |  |  | $ | 1,416 |
Sales and marketing |  |  | 1,319 |  |  |  | 2,092 |  |  |  | 4,422 |  |  |  | 6,892 |
General and administrative |  |  | 4,022 |  |  |  | 2,832 |  |  |  | 17,017 |  |  |  | 21,103 |
Research and development |  |  | 704 |  |  |  | 887 |  |  |  | 2,275 |  |  |  | 3,129 |
Total |  | $ | 6,531 |  |  | $ | 6,274 |  |  | $ | 25,290 |  |  | $ | 32,540 |
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
(Unaudited, U.S. Dollars, in thousands) |  | 2024 |  |  | 2023 |  |  | 2024 |  |  | 2023 |
Stock options |  | $ | 836 |  |  | $ | 1,429 |  |  | $ | 3,336 |  |  | $ | 6,582 |
Market-based stock options |  |  | 631 |  |  |  | — |  |  |  | 1,457 |  |  |  | — |
Time-based restricted stock awards and units |  |  | 3,163 |  |  |  | 4,263 |  |  |  | 15,290 |  |  |  | 24,344 |
Market-based / performance-based restricted stock units |  |  | 1,398 |  |  |  | 54 |  |  |  | 3,539 |  |  |  | 167 |
Stock purchase plan |  |  | 503 |  |  |  | 528 |  |  |  | 1,668 |  |  |  | 1,447 |
Total |  | $ | 6,531 |  |  | $ | 6,274 |  |  | $ | 25,290 |  |  | $ | 32,540 |
Pursuant to the Merger Agreement, the equity awards of SeaSpine (including stock options and restricted stock units) outstanding as of immediately prior to the closing of the Merger were converted into equity awards denominated in shares of Orthofix common stock. The Company issued options to purchase 1.9 million shares of Orthofix common stock and 0.5 million shares of time-based vesting restricted stock units in connection with the conversion of such awards. The estimated fair value of the portion of the SeaSpine equity awards for which the required service period had been completed at the time of the closing of the Merger was treated as purchase consideration. The remaining estimated fair value is recorded as compensation expense over the remainder of the service period associated with the awards. During the three months ended September 30, 2024, and 2023, the Company issued 0.2 million and less than 0.1 million shares, respectively, of common stock related to stock purchase plan issuances, stock option exercises, and the vesting of restricted stock awards and units. During the nine months ended September 30, 2024, and 2023, the Company issued 1.0 million and 0.5 million shares, respectively, of common stock related to stock purchase plan issuances, stock option exercises, and the vesting of restricted stock awards and units. Inducement plans During 2024, the Company has appointed several new executives, including a new President and Chief Executive Officer, Chief Financial Officer, Chief People & Business Operations Officer, Chief Legal Officer, President of Global Spine, Chief Investor Relations and Communications Officer, President of Global Operations and Quality, Chief Human Resources Officer, and President of Global Orthopedics. As inducements to accept employment with the Company, the individuals were awarded grants including, dependent on the individual, (i) market-based and/or time-based stock options, (ii) time-based restricted stock units, (iii) time-based cliff vesting restricted stock units, and (iv) market-based restricted stock units, with an aggregate value across all award types of approximately $22.6 million.

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