UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SCHEDULE 14A INFORMATIONSECURITIES EXCHANGE ACT OF 1934

Proxy Statement Pursuant to Section 14(a) of the

Filed by the Registrant  ☒                              Filed by a Party other than the Registrant  ☐

Check the appropriate box:

RTI SURGICALSURGALIGN HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

RTI SURGICALSURGALIGN HOLDINGS, INC.

11621 RESEARCH CIRCLE520 Lake Cook Road, Suite 315

ALACHUA, FLORIDA 32615Deerfield, Illinois 60015

April [1], 2021

Dear Stockholder:

You are cordially invited to attend the 20192021 Annual Meeting of Stockholders of RTI SurgicalSurgalign Holdings, Inc. (“Surgalign” or the “Company”), which willto be held on Monday, April 29, 2019, at 10:9:00 a.m., local time,Central Time, on May 4, 2021 (the “Annual Meeting”). The Annual Meeting will be a completely virtual meeting, conducted via live webcast, as a health precaution in light of the global COVID-19 pandemic. The virtual meeting format allows all of our stockholders the opportunity to participate in the annual meeting no matter where they are located. You or your proxyholder will be able to attend the annual meeting and vote during the meeting by visiting www.virtualshareholdermeeting.com/SRGA2021. You will need to have your 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials to join the Annual Meeting. As always, we encourage you to vote your shares prior to the Annual Meeting. You may submit questions only in advance of the meeting at our officeswww.proxyvote.com when you vote your shares. We encourage you to submit any question that is relevant to the proposals presented at 11621 Research Circle, Alachua, Florida 32615.the meeting.

The enclosed proxy statement is dated April [1], 2021, and, together with the enclosed form of proxy card, is first being mailed to the stockholders of Surgalign on or about April [1], 2021. The notice and proxy statement accompanying this letter contain details of the business to be conducted at the meeting. Annual Meeting.

You are beingwill also be asked to consider and vote on a proposal to: (i) elect sevendirectorsnine directors to serve for the ensuing year;year (the “Election of Directors Proposal”); (ii) approve a proposal to amend Surgalign’s Amended and Restated Certificate of Incorporation, as amended, to increase the total number of shares authorized for issuance from 150,000,000 shares of common stock to 300,000,000 shares of common stock (the “Share Increase Proposal”); (iii) approve the adoption of the proposed Surgalign Holdings, Inc. Employee Stock Purchase Plan (the “ESPP Proposal”); (iv) approve the adoption of the proposed Surgalign Holdings, Inc. 2021 Incentive Compensation Plan (the “Incentive Plan Proposal”); (v) approve (on an advisory basis) the compensation of our named executive officers for 2020, as disclosed in the proxy statement (the “say““Say on pay vote”Pay” Proposal”); and (iii)(vi) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. At2021 (the “Auditor Ratification Proposal”).

The board of directors of the meeting,Company (the “Board”) unanimously recommends that you vote (i) “FOR” all of the nine nominees to the Board named in Proposal 1; (ii) “FOR” the Share Increase Proposal; (iii) “FOR” the ESPP Proposal; (iv) “FOR” the Incentive Plan Proposal; (v) “FOR” the “Say on Pay” Proposal; and (vi) “FOR” the Auditor Ratification Proposal.

The enclosed proxy statement provides detailed information about the Annual Meeting. We encourage you to read the proxy statement and its annexes carefully and in their entirety. You may also obtain more information about Surgalign from documents we will also report on our affairsfile with the U.S. Securities and provide a discussion period for questions and comments of general interestExchange Commission from time to our stockholders.time.

We look forward to personally greeting those of you who are able to be present at the meeting. However, whetherWhether or not you plan to attend the meeting, it is important that your shares be represented. We hope you will voteAnnual Meeting virtually, please complete, sign, date and return, as soonpromptly as possible. You may vote over the internet, as well as by telephone, or by mailingpossible, the enclosed proxy card. Voting overcard in the internet, by telephoneaccompanying prepaid reply envelope or grant your proxy electronically through the Internet or by written proxy will ensure your representationtelephone. If you attend the Annual Meeting virtually and vote at the Annual Meeting regardlessthrough the meeting website, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your broker how to vote in accordance with the voting instruction form you will receive from your bank, broker or other nominee.

If you have any questions or need assistance voting your shares of whether you attend in person. Please reviewSurgalign’s common stock, please contact Okapi Partners LLC, our proxy solicitor, by calling, toll-free at (877) 285-5990.

On behalf of the instructions on each of your voting options described in this proxy statement.

ThankBoard, I thank you for your ongoing support and appreciate your consideration of and continued interest in, RTI Surgical Holdings.this matter.

Sincerely,

Very truly yours,
Terry M. Rich
Camille I. Farhat
President and Chief Executive Officer		Stuart F. Simpson Chairman of the Board of Directors

March 25, 2019Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

RTI SURGICALSURGALIGN HOLDINGS, INC.

11621 Research Circle520 Lake Cook Road, Suite 315

Alachua, Florida 32615Deerfield, Illinois 60015

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TheTO BE HELD ON MAY 4, 2021

To the Stockholders of Surgalign Holdings, Inc. (“Surgalign”):

Surgalign will hold the 2021 Annual Meeting (the “Annual Meeting”) of Stockholdersstockholders of RTI Surgical Holdings, Inc. will be heldSurgalign on Monday, April 29, 2019,May 4, 2021, at 10:9:00 a.m., local time, at our offices at 11621 Research Circle, Alachua, Florida 32615. We are holding this Annual Meeting:Central Time, virtually by live webcast, for the following purposes:

The above items of business are more fully described in our proxy statement accompanying this notice. We have not received notice of other matters that may be properly presented at the Annual Meeting.

We cordially invite allThere will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. Instead, you will be able to attend the Annual Meeting and vote during the meeting by visiting www.virtualshareholdermeeting.com/SRGA2021.You may submit questions only in advance of the meeting at www.proxyvote.com when you vote your shares. We encourage you to submit any question that is relevant to the proposals being presented at the meeting.However, whether or not you plan to attend the Annual Meeting in person,virtually, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. Please review the instructions in this proxy statement on how to vote your shares over the internet,Internet, by telephone, or by mailing the enclosed proxy card. Stockholders who attendAny stockholder attending the Annual Meeting virtually may revoke theirvote at the Annual Meeting, even if such stockholder has returned a proxy and vote their shares in person.prior to the Annual Meeting.

If your brokerage firm, bank or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive voting instructions from the holder of record. You must follow

these instructions in order for your shares to be voted, and your broker, bank or similar organization is required to vote those shares in accordance with your instructions. If you do not giveprovide voting instructions to your brokerage firm, bank or similar organization, you will lose yourthe broker can still vote the shares with respect to allmatters that are considered to be “routine,” but not with respect to “non-routine” matters, which, formatters. For purposes of the Annual Meeting, the “routine” matters are Proposals 1 (election of directors),the Share Increase Proposal and 2 (say on pay). Proposal 3 (ratification of independent registered public accounting firm), on the other hand, is a “routine” matter, which allows your broker, bank or similar organization to vote your shares on your behalf.Auditor Ratification Proposal. This means that if you do not give instructions to your brokerage firm, bank or similar organization with respect to the election of directors,Share Increase Proposal and Auditor Ratification Proposal, your brokerage firm, bank or similar organization will still be able to vote your shares. If you do not provide voting instructions to your brokerage firm, bank or similar organization, the say on pay vote, youbroker will not be able to vote your shares aswith respect to such matters.the Election of Directors Proposal, ESPP Proposal, Incentive Plan Proposal, and the Say on Pay Proposal. We urge you to instruct your brokerage firm, bank or other similar organization, to vote your shares as recommended by yourthe Board of Directors on the proxy or voting instruction card.

YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY. YOU CAN FIND VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD OR VOTING INSTRUCTION FORM. YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE (i) “FOR ALL” OF THE SEVEN NOMINEES TO THE BOARD OF DIRECTORS NAMED IN PROPOSAL 1; AND (ii) “FOR” PROPOSALS 2 AND 3.

The Board has fixed the close of business on March 15, 2021 as the record date for the determination of the stockholders of Surgalign entitled to receive notice of the Annual Meeting. Only Surgalign stockholders of record at the close of business on March 14, 2019 will bethe record date for the Annual Meeting are entitled to notice of andthe Annual Meeting. Only holders of record of Surgalign common stock at the close of business on the record date for the Annual Meeting are entitled to vote at the Annual Meeting. A complete list of Surgalign stockholders entitled to vote at the Annual Meeting will be available for review through the meeting website for stockholders who choose to attend and at the executive offices of Surgalign during ordinary business hours for a period of ten days before the Annual Meeting. If you would like to inspect the stockholder list, call our Corporate Secretary at (224) 303-4651 to schedule an appointment.

The Board unanimously recommends that Surgalign stockholders vote (i) “FOR” all of the nine nominees to the board of directors named in the Election of Directors Proposal; and (ii) “FOR” the Share Increase Proposal, the ESPP Proposal, the Incentive Plan Proposal, the “Say on Pay” Proposal, and the Auditor Ratification Proposal.

As holders of Surgalign stock, your vote is very important. Please vote your shares promptly.

It is important that your shares be represented and voted whether or any adjournment or postponement thereof. For more informationnot you plan to attend the Annual Meeting virtually. Instructions regarding the different methods for voting your shares are provided under the section entitled “Questions andup-to-date postings, please go to our website, www.proxydocs.com/RTIX. Answers about the Annual Meeting”.

ADDITIONAL INFORMATION

The accompanying proxy statement incorporates by reference important business and financial information about Surgalign from documents that are not included in or delivered with the form ofaccompanying proxy card, along with our 2018 annual reportstatement. You can obtain the documents that are incorporated by reference into the accompanying proxy statement (other than certain exhibits or schedules to stockholders, are available free ofthose documents), without charge, by requesting them in writing or by telephone from Surgalign at the following website: www.proxydocs.com/RTIX.addresses and telephone numbers, or through the U.S. Securities and Exchange Commission (the “SEC”) website at www.sec.gov:

Surgalign Holdings, Inc.

520 Lake Cook Road, Suite 315

Deerfield, Illinois 60015

Attn: Chief Financial and Operating Officer, Jonathon M. Singer

Telephone: 224-303-4651

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Annual Meeting. Therefore, if you would like to request documents from Surgalign, please do so by April [27], 2021 in order to receive them before the Annual Meeting.

The accompanying proxy statement includes and contains calculations based upon shares of Surgalign common stock outstanding and entitled to vote and holders of record as of the record date, March 15, 2021.

In addition, if you have questions about the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need to obtain proxy cards or other information related to the proxy statement, please contact Okapi Partners LLC, the proxy solicitor for Surgalign, toll-free at (877) 285-5990. You will not be charged for any of these documents that you request.

For more information, see the section entitled “Where You Can Find Additional Information”, beginning on page [    ] of the accompanying proxy statement.

PROXY STATEMENT

TABLE OF CONTENTS

i

-i-ii

RTI SURGICAL HOLDINGS, INC.

11621 Research Circle

Alachua, Florida 32615

PROXY STATEMENT

GENERAL INFORMATIONQUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Our Board of Directors is soliciting proxies for our 2019 Annual Meeting of Stockholders (the “Annual Meeting”), or any adjournment or postponement thereof. The Annual Meeting will be held on Monday, April 29, 2019 at 10:00 a.m., local time, at our offices at 11621 Research Circle, Alachua, Florida 32615.

The proxy materials, includingfollowing questions and answers are intended to address some commonly asked questions regarding the Annual Meeting. These questions and answers may not address all questions that may be important to you as a Surgalign stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement and the documents referred to in this proxy card or voting instruction cardstatement, which you should read carefully and our 2018 Annual Report are first being filed within their entirety. You may obtain the Securities and Exchange Commission (the “SEC”), and then distributed to stockholders and made available on our website at www.rtix.cominformation incorporated by reference into this proxy statement without charge by following the instructions under the headings “Investors/SEC Filings and Reports”section entitled “Where You Can Find Additional Information” beginning on or about March 25, 2019. These materials are availablepage [    ] of this proxy statement.

Surgalign will not transact other business at www.proxydocs.com/RTIX in a manner that does not infringe on the anonymity of the person accessing such website.

Proxies will be solicited chiefly by mail; however, certain of our officers, directors, employees and agents, none of whom will receive additional compensation for their efforts, may solicit proxies by telephone or other personal contact. We will bear the cost of the solicitation of the proxies, including postage, printing and handling, and will reimburse the reasonable expenses of brokerage firms and others for forwarding material to beneficial owners of shares of our common stock.

All properly executed written proxies that are delivered pursuant to this solicitation will be voted at theits Annual Meeting, in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting atexcept such other business as may properly be brought before the Annual Meeting.

Who is entitled to vote?

Only holders of record of our common stock, par value $0.001 per share (“common stock”), and Series A convertible preferred stock, par value $0.001 per share (“preferred stock”), at the close of business on March 14, 2019 (the “record date”) are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

Holders of our common stock and our preferred stock (on a fully converted basis) vote together as a single class on all matters. In this proxy statement we refer to our common and preferred stock collectively as “voting stock.”

How many shares are eligible to be voted?

At the Annual Meeting, the equivalent of 85,559,845 shares of our common stock will be entitled to vote.

As of the record date there were 73,569,438shares of common stock outstanding, each of which is entitled to one vote upon each of the matters to be presented at the Annual Meeting (excluding treasury shares).

In addition, as of the record date there were 50,000 shares of preferred stock outstanding. Holders of our preferred stock are entitled to vote on all matters at the Annual Meeting together with our common stock on anas-converted basis at a conversion price of $4.39 per share. As of the record date, our outstanding preferred stock, including any accrued and unpaid dividends, was convertible into 15,152,761 shares of common stock of which 11,990,407 convertible shares of common stock are entitled to vote.

Assuming a quorum is present, the Share Increase Proposal requires the affirmative vote of the holders of a majority of the shares of our common stock outstanding as of the record date for the Annual Meeting. Abstentions and broker non-votes will have the same effect as a vote FOR all“AGAINST” the Share Increase Proposal. The Share Increase Proposal is a routine matter and may be voted on by brokers, banks or other nominees as listed in “Proposal 1 – Election of Directors,” beginning on page 6 of this proxy statement.who have not received specific voting instructions from beneficial owners.

2.3.    What are my voting choices when voting to approve the ESPP Proposal and what vote is needed to approve this proposal?

In connection with the ESPP Proposal, stockholders may:

Assuming a quorum is present, the ESPP Proposal requires the affirmative vote of the holders of a majority of the shares having voting power present virtually or represented by proxy at the Annual Meeting. Abstentions will have the same effect as a vote “AGAINST” the ESPP Proposal, and broker non-votes will not affect the outcome of the vote on the ESPP Proposal.

4.    What are my voting choices when voting to approve the Incentive Plan Proposal and what vote is needed to approve this proposal?

In connection with the Incentive Plan Proposal, stockholders may:

Assuming a quorum is present, the Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the shares having voting power present virtually or represented by proxy at the Annual Meeting. Abstentions will have the same effect as a vote “AGAINST” the Incentive Plan Proposal, and broker non-votes will not affect the outcome of the vote on the Incentive Plan Proposal.

5.    What are my voting choices when voting to approve (on an advisory basis) the compensation of our named executive officers (the “say on pay” vote) and what vote is needed to approve this proposal?

In connection with the “say“Say on pay” proposal,Pay” Proposal, stockholders may:

The favorableAssuming a quorum is present, this proposal requires the affirmative vote of holders of the holders of a majority of the shares having voting power present in personvirtually or represented by proxy at the meeting will be required for the approval of this proposal. A properly executed proxy marked “Abstain” with respect to the “say on pay” proposalAnnual Meeting. Abstentions will have the same effect as a vote against such proposal. Broker“AGAINST” the “Say on Pay” Proposal, and broker non-votes will not affect the outcome of the vote.vote on the “Say on Pay” Proposal.

The “say on pay” vote is an advisory vote on the compensation of our named executive officers,officers; this proposal is not binding upon the Company. However, our Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by stockholders and will consider the outcome of the vote when making future compensation decisions.

The Board of Directors recommends a vote FOR the approval of the compensation of our named executive officers as disclosed in this proxy statement.

3.6.    What are my voting choices when voting to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20192021 and what vote is needed to approve this proposal?

In connection with the auditor ratification proposal,Auditor Ratification Proposal, stockholders may:

The favorableAssuming a quorum is present, the Auditor Ratification Proposal requires the affirmative vote of the holders of a majority of the shares having voting power present in personvirtually or represented by proxy at the meeting will be required for the approval of this proposal. A properly executed proxy marked “Abstain” with respect to the auditor ratification proposalAnnual Meeting. Abstentions will have the same effect as a vote against such proposal.“AGAINST” the Auditor Ratification Proposal, and broker non-votes will not affect the outcome of the vote on the Auditor Ratification Proposal. The auditor ratification proposalAuditor Ratification Proposal is a routine matter and may be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial ownersowners.

If the stockholders do not approve the selection of Deloitte & Touche LLP, the appointment of the independent registered public accounting firm will be reconsidered by the Audit Committee of the Board of Directors.Board.

The Board of Directors recommends a vote FOR ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

What happens if additional matters are presented at the Annual Meeting?

Other than the three

A:

Other than the six items of business described in this proxy statement, we are not currently aware of any other matters to come before the Annual Meeting. If any other matters properly come before the Annual Meeting, the persons designated as proxies on the enclosed proxy card intend to vote in accordance with their best judgment on these matters. If for any reason any of the nominees is not available as a candidate for director, the persons designated as proxies on the enclosed proxy card will have the discretion to vote for such other candidate or candidates as may be nominated by the Board.

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting virtually. If you are a Surgalign stockholder of record, you may vote by submitting a proxy by one of the methods described below. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, trustee or nominee.

“Broker non-votes” are shares held by brokers or nominees which are present virtually or represented by proxy, but which are not voted on a particular matter because instructions have not been received from the beneficial owner. Under the rules of the Financial Industry Regularity Authority, member brokers generally may not vote shares held by them in street name for customers unless they are permitted to do so under the rules of any national securities exchange of which they are a member. If you do not provide voting instructions, your shares will not be voted on any non-routine proposal. Broker non-votes, if any, are counted for the purpose of determining the presence of a quorum. Broker non-votes will have no effect on the outcome of the proposals, assuming a quorum is present.

If you are a holder of record of Surgalign shares as of the close of business on the record date, in order for your Surgalign shares to be represented at the Annual Meeting, you must:

If you hold Surgalign shares through a broker or other nominee, you may instruct your broker or other nominee to vote your Surgalign shares by following the instructions that the broker or other nominee provides to you with these materials.

Okapi Partners LLC

1212 Avenue of the Americas, 24^th Floor

New York, New York 10036

Banks and Brokerage Firms, Please Call: (212) 297-0720

Stockholders and All Others Call Toll-Free: (877) 285-5990

Email: info@okapipartners.com

THE ANNUAL MEETING

General

This proxy statement is being provided to Surgalign stockholders as of the record date as part of a solicitation of proxies by Surgalign’s Board of Directors (the “Board”) for use at the Annual Meeting and any adjournment or postponement thereof. This proxy statement provides Surgalign stockholders with important information they need to know to be able to vote, or instruct their bank, broker, trust or other nominee to vote, at the Annual Meeting or any adjournment or postponement thereof.

Attendance at the Virtual Annual Meeting

We will host the Annual Meeting live online, via Internet webcast, which will start at 9:00 a.m., Central Time, on May 4, 2021. To access the Annual Meeting, please go to www.virtualshareholdermeeting.com/SRGA2021. Please login to the Annual Meeting fifteen minutes prior to the start time. Stockholders whose shares are registered directly with Broadridge in the stockholder’s name will be asked to submit their 16-digit control number found on the stockholder’s proxy card in order to register to participate in and vote at the Annual Meeting. Stockholders whose shares are held by a broker, bank or other nominee must also login using their 16-digit control number. Stockholders may vote before or during the Annual Meeting at www.virtualshareholdermeeting.com/SRGA2021. Only stockholders present virtually or by proxy will be able to vote, or otherwise exercise the powers of a stockholder, at the Annual Meeting.

Purpose of the Annual Meeting

At the Annual Meeting, Surgalign’s stockholders will be asked to consider and vote upon:

Recommendation of the Surgalign Board

The Board unanimously recommends that Surgalign stockholders vote (i) “FOR” all of the nine nominees to the Board named in the Election of Directors Proposal; and (ii) “FOR” the “Say on Pay” Proposal, “FOR” the Share Increase Proposal, “FOR” the ESPP Proposal, “FOR” the Incentive Plan Proposal, “FOR” the “Say on Pay” Proposal and “FOR” the Auditor Ratification Proposal.

Record Date; Outstanding Shares; Shares Entitled to Vote

Only holders of record of Surgalign common stock at the close of business on the Surgalign record date, March 15, 2021, are entitled to notice of and to vote at the Annual Meeting. As of March 15, 2021, there were 110,268,280 shares of Surgalign common stock outstanding and entitled to vote at the Annual Meeting (including 1,392,917 unvested restricted shares of Surgalign common stock), held by approximately 297 holders of common stock and 41 holders of unvested restricted shares. Each holder of Surgalign common stock is entitled to one vote for each share of Surgalign common stock owned as of the record date.

A complete list of Surgalign stockholders entitled to vote at the Annual Meeting will be available for review through the meeting website for stockholders who choose to attend and at the executive offices of Surgalign during ordinary business hours for a period of ten days before the Annual Meeting. If any other matters properly come beforeyou would like to inspect the stockholder list, call our Corporate Secretary at (224) 303-4651 to schedule an appointment.

Quorum Required

A quorum is necessary to transact business at the Annual Meeting. The holders of a majority of the outstanding shares of Surgalign common stock entitled to vote at the Annual Meeting, either present virtually or represented by proxy, will constitute a quorum. Both abstentions and broker non-votes are counted for the persons designated as proxies onpurpose of determining the enclosed proxy card intendpresence of a quorum.

Voting by Surgalign’s Directors and Executive Officers

As of March 15, 2021, Surgalign’s directors and executive officers beneficially owned and were entitled to vote in accordance with their best judgment on these matters. If for any reason anyan aggregate of 12,222,588 shares of Surgalign common stock, or the right to vote approximately 11% of the nominees is not available as a candidate for director, the persons designated as proxiestotal Surgalign voting stock outstanding on the enclosed proxy card will have the discretion to vote for such other candidate or candidates as may be nominated by the Board of Directors.March 15, 2021.

How can I vote my shares?Voting; Proxies; Revocation

In personVoting by Virtual Attendance. Shares

Surgalign shares held in your name as the stockholder of record may be voted by you in personvia webcast at the Annual Meeting. SharesSurgalign shares held beneficially in street name may also be voted by you in personvia webcast at the Annual Meeting only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares.Meeting. Even if you plan to attend the Annual Meeting, we recommendSurgalign recommends that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting.Annual Meeting.

By proxyVoting by Proxy.

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Annual Meeting.Meeting virtually. If you are a stockholder of record, you may vote by submitting a proxy by one of the methods described below. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, trustee or nominee. For directions on how to vote, please refer to the instructions below and those included on your proxy card or, for shares held beneficially in street name, the voting instruction card provided by your broker, trustee or nominee.

Votes cast by proxy or virtually at the Annual Meeting will be tabulated and certified by the inspector elections appointed for the Annual Meeting.

If any matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in the enclosed proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipateexpect that any other matters will be raised at the Annual Meeting.

How will the votes be tabulated?

The inspectorRevocation of elections appointed for the Annual Meeting will tabulate the votes cast, in person or by proxy, at the Annual Meeting and will determine whether a quorum is present.

Can I change my vote or revoke my proxy?Proxy

Any holder of ourSurgalign common stock has the right to revoke his or her proxy at any time prior to the voting thereof at the Annual Meeting by: (1) filing a written revocation with the Corporate Secretary of Surgalign prior to the voting of such proxy; (2) giving a duly executed proxy bearing a later date; or (3) attending the Annual Meeting and voting in person. Attendancevirtually. Virtual attendance by a stockholder at the Annual Meeting will not itself revoke his or her proxy. If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee in revoking your previously granted proxy.

What if I am aProxy Solicitation; Expenses

Surgalign will bear the entire cost of soliciting proxies from its stockholders. In addition to the solicitation of proxies by mail, Surgalign will request that banks, brokers and other record holders send proxies and proxy material to the beneficial ownerowners of Surgalign shares and do not givesecure their voting instructions, if necessary. Surgalign will reimburse the record holders for their reasonable expenses in taking those actions.

Surgalign has also made arrangements with Okapi Partners LLC (“Okapi”) to my broker?assist in soliciting proxies and in communicating with Surgalign stockholders. Surgalign will pay Okapi a base fee of $10,000 for these services, plus its related costs and expenses. If necessary, Surgalign may also use several of its employees, who will not be specially compensated, to solicit proxies from Surgalign stockholders, either personally or by telephone, the Internet, facsimile or letter.

“Brokernon-votes” are shares held by brokers or nominees which areAdjournments

If a quorum is not present, in person or represented by proxy, but which are not voted onthe Annual Meeting may be adjourned for such periods as the holders of a particular matter because instructions have not been received from the beneficial owner. Under the rulesmajority of the Financial Industry Regularity Authority, member brokers generally may notshares of Surgalign common stock entitled to vote shares held by them in street name for customers unless they are permitted to do so undershall direct. At any subsequent reconvening of the rules ofAnnual Meeting at which a quorum is present, any national securities exchange of which they are a member.

Proposals 1 and 2 arenon-discretionary items and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners. Proposal 3 is a discretionary item andbusiness may be voted on by brokers, banks or other nominees whotransacted that might have not received specific voting instructions from beneficial owners.As a beneficial owner, in order to ensure your shares arebeen transacted at the original meeting and all proxies will be voted in the way yousame manner as they would like, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee.

PROPOSAL 1

1: ELECTION OF DIRECTORS PROPOSAL

Composition of the Board

Our Board currently consists of tennine directors. AfterAs previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2021, Ms. Weis will not stand for re-election as a director of the Company and will retire from the Board effective as of the date of the Annual Meeting. The Board and the Company thank Ms. Weis for her many dedicated years of service to the Company. Ms. Conley was nominated by the Board to fill the vacancy created by the retirement of Ms. Weis, subject to Ms. Conley’s election by holders of our common stock at the Annual Meeting. Accordingly, if all nine nominees are elected, after the Annual Meeting, the Board will consist of nine directors. Pursuant to the terms of our Preferred Stock, two directors have been appointed by Water Street Healthcare Partners (“Water Street”), our largest stockholder. The remaining seven directors are elected by holders of our common stock and preferred stock voting together as a single class. The Vice Chairman of the Board, Dr. Gearen, will not stand forre-election.

stock. At this year’s Annual Meeting, you will be asked to elect all directors (other than the directors appointed by Water Street, if any) forone-year terms.

Director Nominees for Election

Based on the recommendation of the Nominating and Governance Committee, the Board of Directors’Board’s nominees for election by the stockholders are as follows: Mr. Farhat;Ms. Conley; Dr. Lewicki; Mr. Lightcap; Mr. McEachin; Mr. Rich; Mr. Simpson; Mr. Stolper;Mr. Thomas; and Mr. Valeriani; and Ms. Weis. Mr. Lightcap was recommended for nomination by a security holder of the Company, PS Spine Holdco, LLC (“PS Spine”). Vice Chairman of the Board Dr. Gearen will not stand forre-election and the Company thanks him for his 20 years of Board service.Valeriani.

If elected at the Annual Meeting, the nominees will serve aone-year term until the 20202022 Annual Meeting of Stockholders and until their successors are elected and qualified, subject to their earlier resignation or removal. It is the intention of the personpersons named in the accompanying form of proxy to nominate as directors and to vote such proxy for the election of Mr. Farhat;Ms. Conley; Dr. Lewicki; Mr. Lightcap; Mr. McEachin; Mr. Rich; Mr. Simpson; Mr. Stolper; Mr. Thomas; and Mr. Valeriani; and Ms. Weis.Valeriani. We are not aware of any reason why any nominee would be unable to serve as a director. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board of Directors may nominate as a substitute.

Director Qualifications and Biographical Information

The Nominating and Governance Committee seeks directors with established strong professional reputations and experience in businesses and other organizations of comparable size and complexity to our Company and in areas relevant to the strategy and operations of our Company’s business. The nominees for director include individuals who hold or have held senior executive positions in organizations operating in industries andend-markets that our Company serves and who have experience serving on boards of directors of other companies. In these positions, they have gained experience in core management skills, such as strategic and financial planning, public company financial reporting, compliance, risk management and oversight, leadership development and corporate governance practices and trends. The Nominating and Governance Committee has adopted criteria for the selection of directors, seeking to address both the needs of the Company and certain regulatory requirements.

The Nominating and Governance Committee believes that each of the nominees has other key attributes that are important to an effective board: personal and professional integrity; exceptional ability and judgment; candor; analytical skills; the willingness to engage management and each other in a constructive and collaborative fashion; and the ability and commitment to devote significant time and energy to service on the Board of Directors and its Committees. The Nominating and Governance Committee takes into account diversity considerations in determining the Company’s slate and planning for director succession and believes that, as a group, the nominees and other remaining directors bring a diverse range of perspectives to the deliberations of the BoardBoard. As required by the Nasdaq listing standards, a majority of Directors. Except for Mr. Farhat, each of the current year nominees is also independent of the Company and management.our directors are independent. We believe the atmosphere of our Board of Directors is collegial and that all directors are engaged in their responsibilities. For additional information about our director independence

In addition to the above, the Nominating and Governance Committee considered the specific experience described in the biographical details of the nominees that follow in determining to nominate these individuals for election as directors.

Vote Required

Directors must be elected by a plurality of votes cast at the meeting. This means the nominees receiving the highest number of votes cast shall be elected as directors. If you do not vote for“FOR” a nominee, or you indicate “withholding authority,” your vote will not count either for“FOR” or against“AGAINST” the nominee.

Board Recommendation

The Board of Directors deems the election of each of the nominees listed above as directors to be in the best interests of RTI Surgical Holdings, Inc. and its stockholders, and recommends a voteTHE BOARD DEEMS THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE AS DIRECTORS TO BE IN THE BEST INTERESTS OF SURGALIGN HOLDINGS, INC. AND ITS STOCKHOLDERS, AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” the election of the nominees.THE ELECTION OF THE NOMINEES.

CORPORATE GOVERNANCE

Our Board of Directors believes that corporate governance and corporate social responsibility should each play a significant role in maximizing stockholder value in a manner consistent with legal requirements and high standards of integrity. Our Board of Directors adheres to certain corporate governance practices and corporate social responsibility practices that the Board and management believe promote this purpose and reflect our values. The Company’s Corporate Governance Guidelines are available on our website at http://www.surgalign.com/investors/governance.

Board of Directors

Members and Director Independence

Our current Board of Directors currently consists of tennine members: Camille I. Farhat, Peter F. Gearen, M.D.,Pawel Lewicki, PhD; Jeffrey C. Lightcap,Lightcap; Thomas A. McEachin, CurtisMcEachin; Terry M. Selquist,Rich; Stuart F. Simpson; Mark D. Stolper, Christopher R. Sweeney,Stolper; Paul G. Thomas,Thomas; Nicholas J. ValerianiValeriani; and Shirley A. Weis. As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 12, 2021, Ms. Weis will not stand for re-election as a director of the Company and will retire from the Board effective as of the date of the Annual Meeting. Ms. Conley was nominated by the Board to fill the vacancy created by the retirement of Ms. Weis, subject to Ms. Conley’s election by holders of our common stock at the Annual Meeting. Our Board has determined that each of our current directors and each of our nominees, except for Mr. Farhat,Messrs. Rich, Lewicki and Simpson, is an “independent director” as that term is defined in Rule 5605(a)(2) of the NASDAQNasdaq Listing Rules. Accordingly, if the sevennine nominees to serve as directors are elected at the Annual Meeting, our Board of Directors will consist of nine members, eightsix of whom qualify as an “independent director.” The Vice Chairman of the Board, Dr. Gearen, will not stand forre-election.

Agreement with Krensavage

On March 14, 2017, the Company entered into an agreement with one of its stockholders, Krensavage Asset Management, LLC (“Krensavage”). Under this agreement, the Company agreed, among other things, that Mr. Stolper will be nominated to be elected to the Board at the meetings of the stockholders held May 16, 2017 and April 30, 2018. While not required under the March 14, 2017 agreement with Krensavage, Mr. Stolper has been nominated to be elected to the Board of Directors at this 2019 Annual Meeting.

Agreement with PS Spine Holdco, LLC

On March 8, 2019, we consummated the transaction contemplated by that certain Master Transaction Agreement, dated November 1, 2018, by and among the Company, PS Spine, Bears Holding Sub, Inc., and Bears Merger Sub, Inc. (the “Master Transaction Agreement”). The Master Transaction Agreement provides that until the later of: (i) December 31, 2022, and (ii) the time at which PS Spine owns less than 10% of the Company’s outstanding common stock (assuming the conversion of all of the Company’s outstanding convertible preferred stock into Company common stock), PS Spine will be entitled to nominate one director to the Board of Directors (the “Designated Director”), as mutually agreed by the Company and PS Spine.

The Master Transaction Agreement also provides that, at each meeting of the Company’s stockholders at which the election of directors is considered, the Company will nominate the Designated Director for election to the Board of Directors, solicit proxies from the Company’s stockholders in favor of the election of such Designated Director and use its reasonable best efforts to cause such Designated Director to be elected to the Board of Directors, including voting all unrestricted proxies in favor of the election of such Designated Director, recommending approval of such Designated Director’s election to the Board of Directors and not taking any action designed to diminish the prospects of such Designated Director being elected to the Board of Directors. The Company and PS Spine have agreed that Mr. Lightcap will be the Designated Director for the purposes of the Annual Meeting.

The Board’s Role in Risk Oversight

The Board of Directors as a whole has responsibility for risk oversight, with reviews of certain areas being conducted by the relevant Board committees. These committees then provide reports to the full Board. The oversight responsibility of the Board and its committees is enabled by management reporting processes that are

Board Leadership Structure

We operate under a leadership structure in which the positions of Chairman of the Board and Chief Executive Officer have been separated, such that each position is held by a different person. Mr. SelquistSimpson currently serves as our Chairman and Mr. FarhatRich serves as our President, Chief Executive Officer and a member of the Board of Directors.Board. While we believe this structure is currently the most effective for our company at this time, the Board of Directors has no mandatory policy with respect to the separation of the offices of Chairman and Chief Executive Officer. The Board believes that, in our circumstances, there are advantages to having an independent directorsomeone other than the Chief Executive Officer serve as Chairman for matters such as communications and relations between the Board and the Chief Executive Officer and other senior management. In particular, the Board of Directors believes that the current structure enhances the Board’s oversight of management and allows our Chief Executive Officer to focus primarily on his management responsibilities.

The Chairman oversees the planning of the annual Board calendar, and, with the Chief Executive Officer, in consultation with the other directors, schedules and sets the agenda for meetings of the Board and leads the discussion at such meetings. The Chairman also presides at executive sessions, serves as a liaison between the Chief Executive Officer and the independentother directors, oversees the process pursuant to which directors receive appropriate and timely information, assists the Chairpersons of the Board committees in preparing agendas for the respective committee meetings, chairs the Company’s Annual Meeting of Stockholders, is available in

Outside Advisors

Our Board of Directors and each of its committees may retain outside advisors and consultants of their choosing at our expense. The Board of Directors need not obtain management’s consent to retain outside advisors.

Committees of the Board of Directors

Our Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Governance Committee and a Science and Technology Committee which assist our Board of Directors in discharging its responsibilities. The members of the Board of Directors on the date of this Proxy Statement,proxy statement, and the committees of the Board on which they serve, are identified below:

Name		Audit		Compensation		Nominating and Governance		Science and Technology
Camille I. FarhatTerry M. Rich		—		—		—
			—
Peter F. Gearen (I)(1)Pawel Lewicki, PhD		—		—		—
Jeffrey C. Lightcap (2)(I)		—		—		—
			—
Thomas A. McEachin (I)				—		—
			—
Curtis M. Selquist (I)Stuart F. Simpson		—		—				—
Mark D. Stolper (I)						—		—
Christopher R. Sweeney (I)			—				—		—		—
Paul G. Thomas (I)		—
Nicholas J. Valeriani (I)		—				—
Shirley A. Weis (I)		—				—		—

		Committee Chair

Member

		(2)Member
	Mr. Lightcap joined the Board of Directors on March 8, 2019.
(I)		Independent

Audit Committee

Our Audit Committee is charged with, among other things, the appointment of our independent registered public accounting firm, as well as discussing and reviewing with the independent registered public accounting firm the scope and the results of the annual audit,pre-approving the engagement of the independent registered public accounting firm for all audit-related services and permissiblenon-audit related services, and reviewing and approving all related-party transactions. Our Audit Committee also reviews interim financial statements included in our quarterly reports and reviews financial statements and related documents filed with the Securities

independent within the meaning of the director independence standards of the NASDAQNasdaq Listing Rules. In addition, each member of the Compensation Committee is a“non-employee” director as defined under Section 16 of the Exchange Act. Our Compensation Committee met five ninetimes during 2018.2020. The charter of the Compensation Committee is available on our website athttp://www.rtix.com/en_us/www.surgalign.com/investors/corporate-governance.governance.

Nominating and Governance Committee

Our Nominating and Governance Committee was established for the purposes of assisting our Board of Directors in its selection of nominees for election to the Board at Annual Meetings of the Stockholders and to fill any vacancies or newly created directorships and assisting the Board of Directors in its oversight of the corporate governance of the Company, including the Company’s Corporate Compliance and Ethics Program. The Board of Directors has determined that each member of the Nominating and Governance Committee is independent within the meaning of the director independence standards of the NASDAQNasdaq Listing Rules. Our Nominating and Governance Committee met fivesix times in 2018.2020. The charter of the Nominating and Governance Committee is available on our website athttp://www.rtix.com/en_us/www.surgalign.com/investors/corporate-governance.governance.

Science and Technology Committee

Our Science and Technology Committee reviews our annual research and product development plans and progress in connection with those plans. Due to the company’s focus on acceleration of growth and the contribution of R&D, all topics typically addressed by the Science and Technology Committee were handled by the full Board in 2018.As a result, the Science and Technology Committee did not separately meet in 2018. The charter of the Science and Technology Committee is available on our website athttp://www.rtix.com/en_us/investors/corporate-governance.

Director Nomination Process

Director Qualifications.

The Nominating and Governance Committee has adopted broad, general criteria for the selection of directors, seeking to address both the needs of the Company and certain regulatory requirements, but has not formally established any specific qualifications, qualities or skills that must be met by each candidate for the Board of Directors.Board. We seek board members who are highly qualified individuals with diverse backgrounds, have an understanding of the technical and commercial aspects of the Company’s business and industry, on a technical level, have good judgment and skills and have depth and breadth of professional experience or other background characteristics.

Identifying Nominees.

The Nominating and Governance Committee, on a periodic basis, solicits ideas for possible candidates from members of the Board, of Directors, executive officers and individuals personally known to members of the Board of Directors.Board. In addition, the Nominating and Governance Committee is authorized to use its authority under its charter to retain at the Company’s expense one or more search firms to identify candidates (and to approve such firms’ fees and other retention terms). Prospective candidates recommended by stockholders are also considered (as discussed below).

his or her independence, his or her willingness to devote the time and effort necessary to be an effective board member, and the needs of the Board of Directors.Board. Our Nominating and Governance Committee takes into account diversity in professional experience, skills, background and backgroundpersonal characteristics in considering prospective director nominees and committee appointments and planning for director succession. The Nominating and Governance Committee considers at least annually, and recommends to the Board of Directors suggested changes to, if any, the size, composition, organization and governance of the Board of Directors and its committees.

Board and Committee Self-Evaluations

The Board of Directors conducts an annual self-evaluation to assess the qualifications, attributes, skills and experience represented on the Board and to determine whether the Board and its committees are functioning effectively. The self-assessment focuses on the Board’s contribution to the Company and on areas in which the Board believes that the Board or any of its committees could improve. During the year, the Nominating and Governance Committee also receives input on the Board’s performance from Directors and, through its Chairman, discusses the input with the full Board and oversees the full Board’s review of its performance. The self-assessment focuses on the Board’s contribution to the Company and on areas in which the Board believes that the Board or any of its committees could improve.

Communications with the Board

Our Board of Directors maintains a process for stockholders to communicate with the Board or individual directors as follows. Stockholders who wish to communicate with the Board of Directors or an individual director should direct written correspondence to the Corporate Secretary at our office at 520 Lake Cook Road, Suite 315, Deerfield, Illinois 60015. Any such communication must contain: (i) a representation that the stockholder is a holder of record of stock of the Company; (ii) the name and address, as they appear on our records, of the stockholder sending such communication; and (iii) the number of our shares that are beneficially owned by such stockholder. The Corporate Secretary will forward such communications to the Chairman of the Board of Directors or the specified individual director to whom the communication is directed unless such communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Corporate Secretary has the authority to discard the communication or take appropriate legal action regarding such communication.

Code of Ethics for Senior Financial Professionals

Our Board of Directors has adopted a Code of Ethics for Senior Financial Professionals, applicable to our Chief Executive Officer, Chief Financial Officer and Vice President of Finance, Controller. The Code of Ethics for Senior Financial Professionals is available on our website athttp://www.rtix.com/en_us/www.surgalign.com/investors/corporate-governance.governance.

Code of Conduct

Our Board of Directors has also adopted a Code of Conduct applicable to all of our directors, officers and employees. The Code of Conduct is available on our website athttp://www.rtix.com/en_us/www.surgalign.com/investors/corporate-governance.governance.

EXECUTIVE OFFICERS OF THE COMPANY

The Company’s current executive officers on the date of this Proxy Statementproxy statement are identified below.

PROPOSAL 22: SHARE INCREASE PROPOSAL

On March 10, 2021, our Board unanimously approved, subject to stockholder approval, an amendment (the “Certificate of Amendment”) to our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase our authorized shares of common stock from 150,000,000 to 300,000,000 and to make a corresponding change to the number of authorized shares of capital stock. The form of the proposed Certificate of Amendment effecting the amendment is attached to this proxy statement as Annex A.

The additional common stock to be authorized by adoption of the amendment would have rights identical to our currently outstanding common stock. Adoption of the proposed amendment and issuance of the common stock would not affect the rights of the holders of our currently outstanding common stock, except for effects incidental to increasing the number of shares of our common stock outstanding, such as diluting earnings per share, voting power and common shareholdings of stockholders. It could also have the effect of making it more difficult for a third party to acquire control of our company.

Our Board has determined that it would be in our best interests to increase the number of authorized shares of common stock in order to provide our company with the flexibility to pursue all finance and corporate opportunities involving our common stock, which may include private or public offerings of our equity securities, without the need to obtain additional stockholder approvals. There are currently no formal proposals or agreements that would require an increase in our authorized shares of common stock. Each additional authorized share of common stock would have the same rights and privileges as each share of currently authorized common stock.

As of March 15, 2021, 110,268,280 shares of common stock, $0.001 par value, were outstanding, leaving 39,731,720 shares of common stock available for issuance. As of March 15, 2021, we had reserved, pursuant to various equity award plans, 14,937,542 shares of common stock, of which 5,726,035 were reserved for options granted and outstanding and 842,608 were available for future grants and purchases pursuant to various equity award plans. Additionally, as of March 15, 2021, we had no warrants outstanding to purchase shares of common stock. Thus, as of March 15, 2021, we had 24,794,178 shares of common stock that were unissued and unreserved for issuance.

From our inception, we have financed our operations primarily through the sale of equity securities and debt financings. Until we can generate sufficient product revenues, we expect to finance our cash needs in whole or in part through equity offerings. If the authorization of an increase in the available common stock is postponed until the foregoing specific needs arise, the delay and expense incident to obtaining approval of the stockholders at that time could impair our ability to meet our objectives.

If this proposal is not approved by our stockholders, our financing alternatives will likely be limited by the lack of sufficient unissued and unreserved authorized shares of common stock, and stockholder value may be harmed by this limitation. In addition, our future success depends upon our ability to attract, retain and motivate highly-skilled scientific, commercial and managerial employees, and if this proposal is not approved by our stockholders, the lack of sufficient unissued and unreserved authorized shares of common stock to provide future equity incentive opportunities could adversely impact our ability to achieve these goals. In short, if our stockholders do not approve this proposal, we may not be able to access the capital markets, complete corporate collaborations, partnerships or other strategic transactions, attract, retain and motivate employees, and pursue other business opportunities integral to our growth and success.

At present, our Board has no immediate plans, arrangements or understandings to issue the additional shares of common stock. However, it desires to have the shares available to provide additional flexibility to use our common stock for business and financial purposes in the future as well to have sufficient shares available to provide appropriate equity incentives for our employees. The shares will be available for issuance by our Board for proper corporate purposes, including but not limited to, acquisitions, financings and equity compensation

plans. Our management believes the increase in authorized share capital is in the best interests of our company and our stockholders and recommends that the stockholders approve the increase in authorized share capital.

If the Certificate of Amendment is approved by the requisite vote of the stockholders, we will file the Certificate of Amendment to our Certificate of Incorporation with the Delaware Secretary of State as soon as reasonably practicable after the Annual Meeting. The Certificate of Amendment shall become effective upon filing with the Delaware Secretary of State.

Accordingly, we are asking our stockholders to vote on the adoption of the following resolution:

“RESOLVED, that the stockholders approve the amendment to Surgalign’s Amended and Restated Certificate of Incorporation, as amended, to increase the total number of shares authorized for issuance from 150,000,000 shares of common stock to 300,000,000 shares of common stock.”

Vote Required for Approval

Assuming a quorum is present, the Share Increase Proposal requires the affirmative vote of the holders of a majority of the shares of our common stock outstanding as of the record date for the Annual Meeting. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Share Increase Proposal.

THE BOARD UNANIMOUSLY RECOMMENDS

THAT YOU VOTE “FOR” THE SHARE INCREASE PROPOSAL.

PROPOSAL 3: ESPP PROPOSAL

We are asking our stockholders to approve adoption of the proposed Surgalign Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”).

Our Board believes that an employee stock purchase plan encourages our employees to acquire shares of our common stock, thereby fostering broad alignment of employees’ interests with the interests of our stockholders; fosters good employee relations; and provides us with a tool to recruit, retain, and reward employees in an extremely competitive environment.

Key Features of the ESPP

As described further below, the ESPP:

Summary of Material Provisions of the ESPP

A summary of the material terms of the ESPP is set forth below. This summary is qualified in its entirety by the full text of the ESPP, a copy of which is filed as Annex B to this proxy statement and which is incorporated by reference into this Proposal No. 3. We encourage stockholders to read and refer to the complete plan document in Annex B for a more complete description of the ESPP.

Interpretation. The ESPP and the options granted under the ESPP are intended to satisfy the requirements for an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). Notwithstanding the foregoing, we are not obligated to, and are not promising that we will, maintain the qualified status of the ESPP or any options granted thereunder. Options that do not satisfy the requirements or an “employee stock purchase plan” under Section 423 of the Code may be granted under the ESPP pursuant to the rules, procedures, or sub-plans adopted by the Committee.

Share Reserve. Subject to adjustment upon changes in the capitalization of Surgalign, the maximum number of shares of our common stock that may be purchased under the ESPP will be 5,000,000 shares.

Administration. The ESPP shall be administered by the Compensation Committee of the Board of Directors of Surgalign (the “Committee”). Subject to the provisions of the ESPP and Section 423 of the Code and the

regulations thereunder, the Committee shall have the discretionary authority to determine the time and frequency of granting options, the terms and conditions of the options, and the number of shares subject to each option. The Committee also shall have the discretionary authority to do everything necessary and appropriate to administer the ESPP, including by interpreting the provisions of the ESPP (consistent with the provisions of Section 423 of the Code). The Committee may delegate its duties and authority to any of the Company’s officers or employees as it determines to be appropriate. All actions, decisions, determinations, and interpretations by the Committee or its delegate with respect to the ESPP shall be final and binding upon all participants and upon their executors, administrators, personal representatives, heirs, and legatees. No member of the Board or the Committee, and no officer or director to whom the Committee has delegated its duties and authority, shall be liable for any action, decision, determination, or interpretation made in good faith with respect to the ESPP or any option. Each Section 423 offering shall be administered so as to ensure that all participants have the same rights and privileges provided by Section 423(b)(5) of the Code.

Eligibility. Only employees shall be eligible to be granted options, and in no event may a participant be granted an option following the participant’s termination date. Any provisions of the ESPP to the contrary notwithstanding, no Employee shall be granted an option if: (i) immediately after the grant, the Employee (or any other person whose stock would be attributed to the employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or hold outstanding options or options to purchase stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any of its subsidiaries, or (ii) the option would permit the employee to purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of the Company and its subsidiaries to accrue at a rate that exceeds $25,000 of the fair market value of such stock (determined at the time the option is granted) for each calendar year in which the option is outstanding at any time. For purposes of applying the limit described in clause (ii) above to a participant in a non-Section 423 offering who is employed outside of the U.S., the exchange rate shall be determined on the last day of the applicable Offering Period.

As of March 15, 2021, we had 207 employees (including five named executive officers) who are eligible to participate in the ESPP.

Participation Election. An eligible employee shall be eligible to participate on the first trading day of each offering period after the employee’s first date of employment with Surgalign or a participating subsidiary by properly completing and submitting an election form by the deadline prescribed by Surgalign. Participation in the ESPP is voluntary.

An employee who does not become a participant on the first trading day of an offering period on which the employee is eligible may thereafter become a participant on any subsequent first trading day of an offering period by properly completing and submitting an election form by the deadline prescribed by the Company.

Payroll deductions for a participant shall commence on the first payroll date following the first trading day of an offering period and shall end on the last payroll date of such offering period, unless sooner terminated as provided in the ESPP.

Offering Periods. The Committee will determine the length and duration of the periods during which payroll deductions will accumulate to purchase shares of our common stock, which period will not exceed 27 months. Each of these periods is known as an “offering period.” While the Committee may establish the offering periods under the ESPP, until otherwise determined by the Committee, the ESPP will have two offering periods that commence each calendar year, which will each be approximately six months in duration, with the first such offering period beginning on the first trading day of January and ending on the last trading day of the immediately following June, and the second such offering period beginning on the first trading day of July and ending on the last trading day of the immediately following December, provided that the first offering period under the ESPP will commence on July 1, 2021 and will end on December, 31, 2021.

Purchase Price. The purchase price per share of our common stock under our ESPP will be the lesser of: (i) 85% of the fair market value of a share on the first trading day of an offering period and (ii) 85% of the fair market value of a share on the last trading day of such offering period, unless the Committee communicates a different per share purchase price to participants prior to the beginning of the offering period that is no less than the lesser of: (i) 85% of the fair market value of a share on the first trading day of an offering period and (ii) 85% of the fair market value of a share on the last trading day of such offering period.

The fair market value of a share of our common stock for purposes of the ESPP will generally be the closing price per share as reported on Nasdaq. On March 15, 2021, the closing price of our common stock on the Nasdaq was $2.61 per share.

Termination of Participation. A participant may withdraw from the ESPP by properly completing and submitting a withdrawal form. A participant will automatically be withdrawn by us from an offering period under the ESPP upon a termination of employment with us or a participating affiliate.

Transferability. Neither payroll deductions credited to a participant’s purchase account nor any rights with regard to the exercise of an option or to receive shares under the ESPP may be assigned, transferred, pledged, or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in the ESPP).

Corporate Transactions. If the number of outstanding shares of our common stock is increased or decreased or the shares are changed into or exchanged for a different number or kind of our shares or other securities by reason of any stock split, reverse stock split, stock dividend, combination, or reclassification payable in capital stock, or other increase or decrease in shares of our common stock effected without receipt of consideration by us, the number and kinds of shares for which options may be made under the ESPP will be adjusted proportionately and accordingly by the Board or Committee. In addition, the number and kind of shares for which options are outstanding will be similarly adjusted so that the proportionate interest of a participant immediately following such event will, to the extent practicable, be the same as immediately prior to such event.

Upon our dissolution or liquidation, the Offering Period then in progress shall terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. Upon termination of the ESPP in this circumstance, the Board may either provide for the purchase of shares as of the date on which such Offering Period terminates or return to each participant the payroll deductions credited to the participant. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a parent or subsidiary of the successor corporation, unless the Board determines, in the exercise of its sole discretion, that in lieu of such assumption or substitution to either terminate all outstanding options and return to each participant the payroll deductions credited to such participant or to provide for the Offering Period in progress to end on a date prior to the consummation of such sale or merger.

Term. If approved by our stockholders at the Annual Meeting, the ESPP will become effective as of May 4, 2021.

Amendment or Termination. The Board or the Committee may, at any time and for any reason, amend, modify, suspend, discontinue or terminate the ESPP without notice, provided that no participant’s existing rights with respect to existing options are adversely affected. Without stockholder approval and without regard to whether any participant’s rights may be considered to have been “adversely affected,” the Board or the Committee may: (i) change the purchase price or Offering Periods, (ii) limit or increase the frequency or number of changes in the amount withheld during an Offering Period, (iii) establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, (iv) permit payroll withholding in an amount less or greater than the amount designated by a participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, (v) establish reasonable waiting and adjustment periods

or accounting and crediting procedures to ensure that amounts applied toward the purchase of shares for each participant properly correspond with amounts withheld from the participant’s compensation, and (vi) establish other limitations or procedures that the Board or the Committee determines in its sole discretion advisable and consistent with the ESPP, except that changes to (1) the purchase price, (2) the Offering Period, (3) the maximum percentage of compensation that may be deducted pursuant to Section 6(a) of the ESPP, or (4) the maximum number of shares that may be purchased in an Offering Period shall not be effective until communicated to participants in a reasonable manner, with the determination of such reasonable manner in the sole discretion of the Board or the Committee.

Certain U.S. Federal Income Tax Consequences

The following is a summary of the principal U.S. federal income tax consequences generally applicable to participation in the ESPP. The summary does not contain a complete analysis of all the potential tax consequences relating to participation in the ESPP, including state, local or foreign tax consequences. This summary is intended for the information of our stockholders considering how to vote at the Annual Meeting and not as tax guidance to participants in the ESPP. This summary is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Tax consequences are subject to change, and a taxpayer’s particular situation may be such that some variation in application of the described rules is applicable. Accordingly, participants are advised to consult their own tax advisors with respect to the tax consequences of participating in the ESPP.

The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. In general, no income will be taxable to a participant for United States federal income tax purposes until the common stock purchased under the ESPP is sold or otherwise disposed of. Upon such sale or other disposition, the participant will generally be subject to tax in an amount that depends upon the length of time such shares are held by the participant prior to selling or disposing of them.

If a participant holds the shares of our common stock purchased under the ESPP for at least two years after the grant date and for at least one year from the purchase date of the shares, when the participant sells or otherwise disposes of the shares (a “qualifying disposition”), the participant will recognize ordinary income in an amount equal to the lesser of: (i) the excess of the fair market value of the shares on the date of such sale or disposition over the purchase price or (ii) the fair market value of the shares on the grant date multiplied by the discount percentage for share purchases under the ESPP. Any additional gain will be treated as long-term capital gain. If the shares are held for the holding periods described above but are sold for a price that is less than the purchase price, the participant will not recognize any ordinary income, and the participant will have a long-term capital loss for the difference between the sale price and the purchase price.

If a participant sells or disposes of the shares of our common stock purchased under the ESPP within two years after the grant date or before one year has elapsed since the purchase date (a “disqualifying disposition”), the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the shares on the date the shares are purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares were held by the participant.

New Plan Benefits

Because the number of shares of our common stock that may be purchased under the ESPP will depend on each participant’s voluntary election to participate and on the fair market value of the shares at various future dates, the actual number of shares that may be purchased by any individual cannot be determined in advance. No shares of our common stock have been issued under the ESPP as of the date of this proxy statement, and no shares will be issued under the ESPP prior to approval of the ESPP by our stockholders.

Registration with the SEC

If the ESPP is approved by our stockholders and becomes effective, we intend to file a registration statement on Form S-8 registering the shares reserved for issuance under the ESPP as soon as reasonably practicable after the Annual Meeting.

Accordingly, we are asking our stockholders to vote on the adoption of the following resolution:

“RESOLVED, that the stockholders approve the adoption of the Surgalign Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”) and the filing of a registration statement on Form S-8 registering the shares reserved for issuance under the ESPP.”

Vote Required for Approval

Assuming a quorum is present, approval of the ESPP requires the affirmative vote of the holders of a majority of the shares having voting power present virtually or represented by proxy at the Annual Meeting. Abstentions will have the same effect as a vote “AGAINST” the ESPP Proposal, and broker non-votes will not affect the outcome of the vote on the ESPP Proposal.

THE BOARD UNANIMOUSLY RECOMMENDS

THAT YOU VOTE “FOR” THE ESPP PROPOSAL.

PROPOSAL 4: INCENTIVE PLAN PROPOSAL

We are asking stockholders to approve the Surgalign Holdings, Inc. 2021 Incentive Compensation Plan (the “Incentive Plan”). The Board believes that stock-based incentive awards can play an important role in the success of our Company. These incentives are given to employees, directors and consultants of our Company and provide these individuals with a proprietary interest in our Company. Our Board believes a compensation policy that includes a balanced mix of cash and equity is the most effective way to attract and retain talented employees whose interests are aligned with stockholders.

Summary of Material Provisions of the Incentive Plan

A summary of the material terms of the Incentive Plan is set forth below. This summary is qualified in its entirety by the full text of the Incentive Plan, a copy of which is filed as Annex C to this proxy statement and which is incorporated by reference into this Proposal No. 4. We encourage stockholders to read and refer to the complete plan document in Annex C for a more complete description of the Incentive Plan.

Purposes. The purpose of the Incentive Plan is to assist Surgalign and its subsidiaries in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors and consultants to the Company or its subsidiaries by enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company’s shareholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of shareholder value.

Authorized Shares. Subject to the adjustment provisions contained in the Incentive Plan, assuming this Proposal No. 4 is approved by our stockholders, the maximum number of shares of common stock that may be issued pursuant to awards under the Incentive Plan would equal 5,000,000, plus the shares remaining available for awards under the RTI Surgical Inc. 2018 Incentive Compensation Plan (the “2018 Plan”), which we anticipate will be no more than 842,608 additional shares of Common Stock.

The shares reserved for issuance under the plan may be authorized, but unissued shares. If an option or stock appreciation right expires or becomes unexercisable without having been exercised in full, or if shares subject to other types of awards are forfeited to or repurchased by us due to failure to vest, those shares will become available for issuance again under the Incentive Plan. With respect to stock appreciation rights settled in common stock, the net number of shares exercised under the stock appreciation right award will cease to be available under the Incentive Plan. In addition, to the extent that we pay out an award in cash rather than common stock, such cash payment will not reduce the number of shares available for issuance under the Incentive Plan.

Plan Administration. The Compensation Committee of the Board of Directors (the “Committee”) or a committee appointed by the Board administers the Incentive Plan, except to the extent the Board elects to administer the Incentive Plan, in which case the Incentive Plan shall be administered by only independent members of the Board. With respect to awards granted or to be granted to certain officers and key employees intended to be an exempt transaction under Rule 16b-3 of the Exchange Act (“Rule 16b-3”), the members of the committee administering the Incentive Plan with respect to those awards must qualify as “non-employee directors” under Rule 16b-3 and only such non-employee directors will administer the Incentive Plan with respect to such awards.

Subject to the provisions of the Incentive Plan, the Committee has the power to determine the eligible persons to become participants and the terms of the awards not inconsistent with the Incentive Plan, including granting awards, determining the type, number and other terms and conditions of, and all other matters relating to, awards, prescribing award agreements and rules and regulations for the administration of the Incentive Plan, and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Incentive Plan. The Committee’s decisions and interpretations are final and binding on all participants and any other holders of awards, and are given the maximum deference permitted by law.

Eligibility. The Incentive Plan permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units and performance shares to our officers, directors, employees, and consultants of Surgalign or our subsidiaries. We are able to grant incentive stock options under the Incentive Plan only to individuals who, as of the time of grant, are employees of ours or of any parent or subsidiary corporation of ours. As of March 15, 2021, we had eight non-employee directors, and 207 employees (including five named executive officers), who are eligible to receive awards under the Incentive Plan.

Stock Options. Each option granted under the Incentive Plan will be evidenced by an award agreement that specifies the exercise price, the number of shares of common stock subject to the option, vesting provisions, the maximum term of the option, forms of consideration for exercise, and such other terms and conditions as the Committee determines, subject to the terms of the Incentive Plan. The exercise price of options granted under the Incentive Plan must be at least equal to the fair market value of our common stock on the date of grant, except in special, limited circumstances as set forth in the Incentive Plan.

On March 15, 2021, the closing price of our common stock on Nasdaq was $2.61 per share.

Stock Appreciation Rights. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of the underlying shares between the exercise date and the date of grant. Each stock appreciation right will be evidenced by an award agreement that specifies the base price, the term of the stock appreciation right, and other terms and conditions as determined by the Committee, subject to the terms of the Incentive Plan. The per share exercise price of a stock appreciation right will be no less than 100% of the fair market value per share of common stock on the date of grant. Stock appreciation rights will be exercisable at such times and under such conditions as determined by the Committee and set forth in the applicable award agreement. At the discretion of the Committee, the payment upon exercise of a stock appreciation right may be paid in cash, shares of common stock, or a combination of both.

Restricted Stock. Restricted stock awards are grants of shares that are subject to various restrictions, which may include restrictions on transferability and forfeiture provisions. Each restricted stock award granted will be evidenced by an award agreement specifying the number of shares of common stock subject to the award, any period of restriction, and other terms and conditions of the award, as determined by the Committee, subject to the terms of the Incentive Plan.

Restricted stock awards may (but are not required to) be subject to vesting conditions, as the Committee specifies, and the shares of common stock acquired may not be transferred by the participant until the vesting conditions (if any) are satisfied. The Committee, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have full voting rights, and rights to dividends and other distributions, with respect to such shares upon grant without regard to vesting, unless the Committee provides otherwise. Such dividends and other distributions, if any, that are paid in shares of stock will be subject to the same restrictions of transferability and forfeitability as the shares of restricted stock on which they were paid.

Restricted Stock Units. Each restricted stock unit granted under the Incentive Plan is a bookkeeping entry representing an amount equal to the fair market value of one share on the date of grant. Each restricted stock unit award will be evidenced by an award agreement that specifies the number of restricted stock units subject to the award, vesting criteria (which may include accomplishing specified performance criteria or continued service to us), form of pay out, and other terms and conditions of the award, as determined by the Committee, subject to the terms of the Incentive Plan. Restricted stock units result in a payment to a participant if the performance goals or other vesting criteria are achieved or the awards otherwise vest. The Committee, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed (subject to the minimum vesting requirements). The Committee determines in its sole discretion whether an award will be settled in cash, shares of common stock, or a combination of both.

Performance Shares. Performance shares are awards that will result in a payment to a participant only if performance goals or other vesting criteria established by the Committee are achieved or the awards otherwise vest. Each award of performance shares will be evidenced by an award agreement specifying the number of shares, the vesting conditions, the performance period, and other terms and conditions of the award, as determined by the Committee, subject to the terms and conditions of the Incentive Plan. Each performance share will have an initial value equal to the fair market value of a share of our common stock on the date of grant. The Committee in its discretion will establish performance goals or other vesting criteria (which may include continued service), which, depending on the extent to which they are met, will determine the value or number of performance shares to be paid out. After the grant of performance shares, the Committee, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance shares (subject to the minimum vesting requirements). The Committee, in its sole discretion, may pay earned performance shares in the form of cash, shares of common stock, or in some combination of both.

Non-Transferability of Awards. Unless the Committee provides otherwise, the Incentive Plan generally will not allow for the transfer of awards, and only the recipient of an award may exercise an award during his or her lifetime.

Certain Adjustments. In the event of any extraordinary dividend or other distribution (whether in the form of cash, shares, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event of our common stock or our other securities, or other change in our corporate structure affecting our common stock, then in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Incentive Plan, the Committee will adjust the number and kind of shares that may be delivered under the Incentive Plan.

Vesting. Awards subject to vesting have a minimum vesting period of one year from the grant date, subject to certain exceptions.

Change in Control. The Incentive Plan provides that in the event of a change in control, as defined in the Incentive Plan, and subject to certain provisions in the Incentive Plan: (i) any option or stock appreciation right that was not previously vested and exercisable as of the time of the change in control, shall become immediately vested and exercisable; (ii) any restrictions, deferral of settlement, and forfeiture conditions applicable to a restricted stock award, restricted stock unit award or any other stock-based award subject only to future service requirements granted under the Incentive Plan shall lapse and such awards shall be deemed fully vested as of the time of the change in control, except to the extent of any waiver by the participant; and (iii) with respect to any outstanding award subject to achievement of performance goals and conditions under the Incentive Plan, the Committee may, in its discretion, consider such awards to have been earned and payable based on achievement of performance goals or based upon target performance (either in full or on a pro-rata basis based on the portion of the performance period completed as of the change in control).

Plan Amendment; Termination. The Board has the authority to amend, alter, suspend, discontinue or terminate the Incentive Plan, or the Committee’s authority to grant awards, provided such action does not impair the existing rights of any participant. The Incentive Plan will terminate automatically in 2031, unless we terminate it sooner.

Certain U.S. Federal Income Tax Consequences

Nonstatutory Stock Options. A participant generally recognizes no taxable income upon the grant of a nonstatutory stock option. Upon the exercise of a nonstatutory stock option, the participant generally will recognize ordinary income equal to the excess of the fair market value of the shares on the exercise date over the exercise price of the option. If the participant is an employee, such ordinary income generally is subject to withholding of federal income and employment taxes. Upon the sale of shares acquired through the exercise of a

nonstatutory stock option, any subsequent gain or loss (generally based on the difference between the sale price and the fair market value on the exercise date) will be treated as long-term or short-term capital gain or loss, depending on how long the shares were held by the participant.

Stock Appreciation Rights. A participant generally recognizes no taxable income upon the grant of a stock appreciation right. Upon exercise of the stock appreciation right, the participant generally will be required to include as ordinary income an amount equal to the sum of the amount of any cash received and the fair market value of any shares received upon the exercise. If the participant is an employee, such ordinary income generally is subject to withholding of federal income and employment taxes. Upon the sale of shares acquired by an exercise of the stock appreciation right, any gain or loss (generally based on the difference between the sale price and the fair market value on the exercise date) will be treated as long-term or short-term capital gain or loss, depending on how long the shares were held by the participant.

Restricted Stock, Restricted Stock Units and Performance Shares. A participant generally will not have taxable income at the time an award of restricted stock is granted. Instead, he or she generally will recognize ordinary income in the first taxable year in which his or her interest in the shares underlying the award becomes either: (i) freely transferable, or (ii) no longer subject to substantial risk of forfeiture. In general, a participant who receives a grant of restricted stock units or performance shares will recognize ordinary income in an amount equal to the sum of the amount of any cash received and the fair market value of any shares received as the payment of the award. If the participant is an employee, such ordinary income generally is subject to withholding of federal income and employment taxes. However, the recipient of a restricted stock award may elect to recognize income at the time he or she receives the award in an amount equal to the fair market value of the shares underlying the award (less any cash paid for the shares) on the date the award is granted.

Section 409A. Section 409A of the Code (“Section 409A”) provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards granted under the Incentive Plan with a deferral feature will be subject to the requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

Medicare Surtax. In addition, a participant’s annual “net investment income”, as defined in Section 1411 of the Code, may be subject to a 3.8% federal surtax. Net investment income may include capital gain and/or loss arising from the disposition of shares issued pursuant to awards granted under the Third Amended Plan. Whether a participant’s net investment income will be subject to this surtax will depend on the participant’s level of annual income and other factors.

Tax Effect for the Company. We generally will be entitled to a tax deduction in connection with an award under the Incentive Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, upon the exercise of a nonqualified stock option). However, special rules limit the deductibility of compensation paid to our CEO, CFO and other “covered employees” as determined under Section 162(m) of the Code and applicable guidance. Under Section 162(m), the annual compensation paid to any of these specified individuals will be deductible only to the extent that it does not exceed $1,000,000. The Tax Cuts and Jobs Act of 2017 eliminated an exception to the deduction limit for qualified performance-based compensation and broadened the application of the deduction limit to certain current and former executive officers who previously were exempt from such limit.

New Plan Benefits

Because benefits under the Incentive Plan will depend on the Compensation Committee’s actions and the fair market value of shares of Common Stock on future dates, it is not possible to determine the benefits that will be received by directors, executive officers and other employees if the Incentive Plan is approved by Surgalign stockholders.

Registration with the SEC

If the Incentive Plan is approved by our stockholders and becomes effective, we intend to file a registration statement on Form S-8 registering the shares reserved for issuance under the Incentive Plan as soon as reasonably practicable after the Annual Meeting.

Accordingly, we are asking our stockholders to vote on the adoption of the following resolution:

“RESOLVED, that the stockholders approve the adoption of the Surgalign Holdings, Inc. 2021 Incentive Compensation Plan (the “Incentive Plan”) and the filing of a registration statement on Form S-8 registering the shares reserved for issuance under the Incentive Plan.”

Vote Required for Approval

Assuming a quorum is present, approval of the Incentive Plan requires the affirmative vote of the holders of a majority of the shares having voting power present virtually or represented by proxy at the Annual Meeting. Abstentions will have the same effect as a vote “AGAINST” the Incentive Plan Proposal, and broker non-votes will not affect the outcome of the vote on the Incentive Plan Proposal.

THE BOARD UNANIMOUSLY RECOMMENDS

THAT YOU VOTE “FOR” THE INCENTIVE PLAN PROPOSAL.

PROPOSAL 5: ADVISORY VOTE ON EXECUTIVE COMPENSATION

(THE (THE “SAY ON PAY” VOTE)

On an annual basis, we include anon-binding advisory vote on our executive compensation program (also referred to as a “say on pay” vote) in our proxy statement. In accordance with Section 14A of the Exchange Act, this year we are again asking our stockholders to vote “For”“FOR” to approve the compensation of our named executive officers (“NEOs”) as disclosed in this proxy statement.

At our 20182020 Annual Meeting, our stockholders approved the Say“Say on Pay proposal,Pay” Proposal, with 69%98% of the votes cast voting in favor of our executive compensation program. WhileEven with such strong support on this proposal, we remain committed to the proposal was approved by a majoritypractice of frequent Company engagement with stockholders. Senior management continues to periodically meet with our largest stockholders the level of support was lower than in prior years (including 94% in 2017to provide updates to our business environment, strategic and averaging 92% between 2015—2017). As a result,transformation plans, as needed, and respond to any questions related to our Compensation Committee, with the support of the Board, thought it appropriate to initiate a stockholder engagement campaign for the purposes of discussing Company strategycompensation philosophy and performance and our executive compensation program to further support the Company’s standard practice of maintaining an active dialogue with all stockholders to solicit feedback on all aspects of the Company’s strategy and compensation programs.

Our stockholder outreach efforts were led by Chairman of the Board, Curtis Selquist and included the following:

Some common themes and recommendations gleaned from our stockholders at these meetings included:

In response to stockholder feedback, and in an effort to further demonstrate our commitment to apay-for-performance philosophy and alignment of executive pay with long-term stockholder returns, we will:we:

While the results of this advisory vote are not binding, the Compensation Committee will consider the outcome of the vote in deciding whether to take any action as a result of the vote and when making future compensation decisions for named executive officers.

Board RecommendationTHE BOARD UNANIMOUSLY RECOMMENDS

Our Board of Directors recommends a voteTHAT YOU VOTE “FOR” the approval of the compensation of our named executive officers as disclosed in this proxy statement.THE APPROVAL OF THE COMPENSATION OF OUR

NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Company’s named executive officers for 20182020 (in some instances, referred to as the “NEOs”), and for purposes of this Proxy Statement,proxy statement, are:

Executive Summary

The primary objectiveIn 2020, we completed a significant step in the transformation of our business with the sale of our original equipment manufacturing (“OEM”) businesses, effective July 20, 2020, and implemented changes in our senior leadership to set the future direction of the Company as we transitioned into a global pure-play spine company. In connection with the sale of our OEM businesses, the Board of Directors appointed Terry M. Rich as our new President and Chief Executive Officer, effective upon the closing of the sale. Mr. Rich previously served as President of our Global Spine business. Mr. Rich’s appointment followed the retirement of Camille Farhat from his role as President and Chief Executive Officer, which preceded his separation from the Company in August 2020. In addition, William S. Durall was hired in June 2020 to fill the newly created Chief Commercial Officer role and Jonathon M. Singer was appointed as our new Chief Operating Officer while remaining our Chief Financial Officer, effective upon the closing of the sale. We also added five other senior executives to the leadership team and two non-employee directors, including a new Chairman of the Board, during the course of 2020.

Compensation decisions made during 2020 were impacted by the sale of the OEM businesses as well as our need to recruit and retain senior leaders following the closing of the transaction. In addition, our financial performance and executive compensation programs were impacted by the COVID-19 pandemic, with most NEOs, excluding Mr. Durall due to his June 2020 hire date, accepting a reduction in their annual base salary as part of our cost savings initiatives adopted in response to the financial challenges presented by the COVID-19 pandemic. In addition, as the year progressed, it became clear that the annual short-term incentive program isobjectives established at the beginning of the year no longer served as sufficient retentive and incentive devices and were not attainable given the impact of COVID-19 on our business and delays in the sale of the OEM businesses. As a result, the Compensation Committee replaced the annual incentive program established at the beginning of the year with a discretionary bonus program, with payouts determined based on a qualitative assessment of performance against goals deemed by the Committee to align executive pay withbe supportive of our achievement of key business and strategic objectives, Companyour performance and long-term stockholder value creation. With respect to 2018 compensation opportunities and plan design decisions, the Committee reviewed the performance of the Company in 2017, the performance of each NEO in 2017, relevant external market benchmark data provided by the Committee’s independent consultant, and relevant internal factors such as the Company’s transformation strategy and outlook for 2018 and the strength and continuity of the executive leadership team. The Compensation Committee also tookdecided to limit any potential awards, to the core componentsextent earned, at 75% of original target award opportunities, with half payable in cash and half in restricted stock vesting after one additional year of service, to further enhance retentive value and alignment with shareholder interests.

On March 10, 2021, based on the Company’s current transformation strategy (reducing complexity, driving operational excellence, and accelerating growth) into account when determining executive compensation levels for 2018 and designed executive compensation to correspond with those goals.

Based on these and other relevant considerations,recommendation of the Compensation Committee, approved the following decisions related to executive compensation levels and plan designs for 2018:

Financial Metrics Used in Compensation Programs

Financial metrics are commonly referenced in defining Company performance for executive officer compensation. The Compensation Committee bases its compensation decisions on the Company’s performance related to certain objectives. The Compensation Committee does not rely solely on predetermined formulas or a limited set of criteria when it evaluates the performance of the executive officers. The Compensation Committee retains discretion to take other factors into account in determining annual incentives and to award no annual incentives even if performance criteria are met. These metrics are defined here, and their use in incentive compensation programs is described below.

the stock options granted to certain NEOs on February 28, 2018, at an exercise price of $4.25 being underwater at the end of the year;

At the time of the market pay analysis RTI’sconducted in 2018, our net sales and employee headcount were positioned between the 50^th and 75^th percentile levels of this peer group.

With No competitive pay assessment was conducted in 2019 or 2020, during which time we were evaluating various strategic alternatives that ultimately led to the assistancesale of our OEM businesses. In late 2019, Pearl Meyer the Compensation Committee also assesses pay competitiveness for certain other executive officers, including Mr. Louw, based onprovided market data as an additional reference point, including proxy pay data for comparable positions withinNEOs at spine-related peers, including Alphatec Holdings, Inc., Anika Therapeutics, Inc., CONMED Corporation, Globus Medical, Inc., Orthofix International N.V., SeaSpine Holdings Corp., Wright Medical Group N.V., and Xtant Medical Holdings, Inc., as well as published survey data for similarly-sizedcomparably-sized organizations as reported in published executive compensation surveys. For a study conducted in 2018, sources included the Radford Global Technology Survey and the Culpepper Executive Compensation Report, and the Willis Towers Watson U.S. Executive Compensation Survey.survey. Pearl Meyer also provided input on compensation arrangements for certain newly hired or promoted NEOs during 2020 based on previously-compiled market data.

The compensation benchmarking data provides information to compare the compensation levels of executivesour executive officers against comparable organizations but is not the main determinant of compensation. In general, the Compensation Committee considers the executive’seach executive officer’s compensation against the median (or 50^th50th percentile) of the compensation benchmarking data, and then considers additional factors such as Companyour performance, individual executive performance, qualifications and responsibilities, internal pay equity, among colleagues, and retention risks.

Based on market benchmarking conducted byThe Compensation Committee, after consulting with Pearl Meyer, target total directdetermined to update the peer group used for purposes of compiling compensation (sumbenchmarking data for our 2021 executive compensation programs in order to improve the Company’s relative size positioning relative to the peer group, to align more closely with our revised portfolio strategy following the sale of base salaries plus target short-term cash incentives plus target long-term incentives) was within a competitive range (defined as +/- 15%)the OEM businesses and our recent acquisition of 50^th percentile market valuesHolo Surgical Inc., and to reflect acquisition activity in our prior peer group. The following fifteen companies represent the revised executive compensation peer group that will be used for eachNEO pay competitiveness assessments in 2021:

Compensation Committee Consideration of Stockholder Advisory Votes

At our 2020 Annual Meeting, our stockholders approved the “Say on Pay” Proposal, with 98% of the votes cast voting in favor of our NEOs other than Mr. Visa (whose targetexecutive compensation. Even with such strong support on this proposal, we remain committed to the practice of frequent engagement with stockholders. Senior management continues to periodically meet with our largest stockholders to provide updates to our business environment, strategic and transformation plans and respond to any questions related to our compensation philosophy and executive compensation programs.

In response to stockholder feedback, and in an effort to further demonstrate our commitment to a pay-for-performance philosophy and alignment of executive pay was belowwith long-term stockholder returns, we:

The Compensation Committee will continue to 101% ofreview future stockholder voting results, including the 50^th percentilevoting results with respect to “Proposal 5—Advisory Vote on Executive Compensation” described in the aggregate.this proxy

statement, and determine whether to make any changes to the Company’s executive compensation program in light of such voting results.

Overview of Compensation Philosophy and Program

In order to recruit and retain the most qualified and competent individuals as executive officers, we strive to maintain a compensation programprograms that isare competitive in the global labor market. Our compensation program isprograms are intended to reward exceptional organizational and individual performance.

The following compensation objectives are considered in setting the compensation programs for our executive officers:

Compensation Elements and Rationale for Pay Mix Decisions

To reward both short and long-term performance in the compensation program and in furtherance of our compensation philosophy noted above, our executive compensation program includes the following:

Consideration was also given to management’s response to the COVID-19 pandemic, including continuously maintaining business operations, providing a safe working environment for employees, successfully completing the sale of the OEM businesses and the Holo Surgical Inc. acquisition, and revamping our leadership team and portfolio strategy. We believe the performance and pay resultsthese decisions demonstrate a strong alignment between executive compensation Companyand our performance, strategic priorities and stockholder value creation.

20182020 Compensation HighlightsElements

Base Salary

Base salaries are intended to provide a level of fixed compensation sufficient to attract and retain a high-quality leadership team, when considered in combination with the other components of our executive compensation programs. Base salaries are reviewed annually by the Compensation Committee, with adjustments driven primarily by individual performance, changes in responsibility or when significant deviation from competitive market data exists.

The table below shows the changes in the annualized base salaries of our NEOs from 2019 to 2020:

incentive, as a percentage of base salary, increased from 45% to 50%, in accordance with the terms of his offer letter. Under the terms of his offer of employment, Mr. Durall, who was hired in June 2020, was entitled to a discretionary annual bonus opportunity of up to 75% of his base salary, pro-rated for the number of months he was employed by us in 2020. Mr. Durall’s target discretionary annual bonus opportunity was determined based on market data and our historical compensation practices, as well as input from the Compensation Committee’s compensation consultant.

The table below shows the target short-term incentive opportunity as a percentage of base salary for each of our NEOs in 2020:

The 2020 incentive criteria established in February 2020 for each of the then-serving NEOs other than Messrs. Farhat, Singer, VarelaDeRienzis and LouwBartolucci, who were expected to be employed by the buyer of the OEM businesses at the time the goals were set, were:

The 2018 incentive criteria for Mr. Visa were split between the Company-wide goals described above with a 70% weighting and business unit specific metrics with a 30% weighting:

The specific 2018 performance goals establishedGoals were set prior to the onset of the COVID-19 pandemic and assumed the OEM transaction would close by early April 2020. In light of the unforeseeable and extraordinary nature of the COVID-19 pandemic and its impact on our business, as well as the events associated with the delay in the sale of the OEM businesses, the Compensation Committee determined that the incentive criteria established in February 2020 were not attainable and actualno longer served as an adequate retention or incentive device. In December 2020, the Compensation Committee replaced the 2020 annual incentive program with a discretionary bonus program, with payouts to be determined based on a qualitative assessment of performance with respect to a number of factors, including: preserving liquidity; successfully executing the sale of the OEM businesses; establishing a new senior executive leadership team and hiring additional personnel with significant experience relevant to our status as a global pure-play spine company; revamping our portfolio strategy; the acquisition and integration of Holo Surgical Inc.; and securing additional financing for ongoing operations. No weightings were assigned to the various criteria, with the Compensation Committee to exercise its discretion to make award determinations based on its overall qualitative assessment of accomplishments and performance results for each metric are set forth in the following tables:

Actual payouts2020. The Compensation Committee also decided to limit any potential awards under the Annual Incentive Plan are based upon a comparison of actual performance to performance goals approved by the Board of Directorsdiscretionary bonus program for NEOs at the beginning75% of the year. In addition, theseoriginally

performance goals contain thresholdsestablished target award opportunities, with half payable in cash and if performance is below such thresholds, no amount is earned for such goals. Goals established for 2018 were set at levels abovehalf in restricted stock vesting after one additional year of service to further enhance retention and alignment with stockholders’ interests.

OEM Transaction Bonuses

In order to recognize the 2017 actual achievement for Total Corporate Revenuesextraordinary efforts involved in the separation of our spine and Adjusted EBITDA. The 2018 goal for Adjusted Free Cash Flow was set lower than 2017 actual achievementOEM businesses and retain critical employees through the consummation of the strategic sale of the OEM businesses and thereafter, the Compensation Committee granted transaction bonuses to align with the 2018 operating plancertain of our employees, including special transaction bonuses to Messrs. Bartolucci and planned Capital expenditures. Goals established for the Business Unit Revenue and Contribution Margin were aligned with the 2018 operating plan. For 2018, actual payouts, relative to target awards, could range from 0% (for below threshold results) to 125% (for superior performance), with award funding for each metric separately calculated.

For 2018, the actual performance for Total Corporate Revenues and EBITDA were earned between threshold and target levels. Actual versus targeted Adjusted Free Cash Flow was earned between target and maximum levels. Based on the metric weightings and performance results, calculated award funding wasDeRienzis equal to 76.5%75% of their base salaries. These special transaction bonuses were payable upon the earlier to occur of: (x) April 30, 2020 and (y) the consummation of the total target award opportunity for each eligible NEO withsale of the exception of Mr. Visa who received a payout of 90.5%. Payouts under the Annual Incentive Plan areOEM businesses, subject to the discretionapplicable executive’s continuous employment through the payment date.

Additionally, on January 10, 2020, in recognition of extraordinary services he performed for us in connection with the sale of the OEM businesses, including taking the lead role in critical negotiations and generally managing the separation, the Compensation Committee approved a transaction bonus for Mr. Singer, which included a cash payment of $225,000, which was paid upon the consummation of the sale, and annual incentive payouts under the plan may reflect adjustments (downward or upward) for extraordinary or unusual accounting events. a restricted stock award with a grant date fair value of $225,000, as described below.

Bartolucci Recognition Bonus

The Compensation Committee did not adjust the calculated payoutsapproved a recognition bonus of the 2018 short-term incentives for each$100,000 to Mr. Bartolucci in June 2020 in recognition of the eligible NEOs. The Boardhis extraordinary efforts relating to our financial reporting function.

DeRienzis Cash Payment in Lieu of Directors approved the incentives in February 2019, which are shown in the“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table below.Equity Award

PerPursuant to the terms of his employment agreement,offer letter, Mr. Singer also received aone-time cashDeRienzis was entitled to receive $150,000 in the form of an equity award in 2018 of $1,000,000 which is shown2020 to partially compensate him for equity he forfeited at his previous employer. When we and Mr. DeRienzis entered into the DeRienzis Involuntary Termination Agreement (as described below) in January 2020, it was agreed that the “Bonus” column of the Summary Compensation Table below. This award was made$150,000 amount would be paid in cash over a three-year period, subject to Mr. SingerDeRienzis’ continued employment through the applicable payment date. In connection with the sale of our OEM businesses and as an inducement for Mr. DeRienzis to joinremain with us, it was further agreed that the Company and$150,000 cash payment would be paid as a lump sum in connection with the closing of such sale, subject to offset the loss of certain foregone incentive opportunities from his prior employer. The award includes certain repayment obligations if Mr. Singer’scontinued employment is terminated by the Company for cause or if he voluntarily resigns without good reason before October 2, 2020. Additional details are included in the “Employment Agreements” section below.through such date.

Long-Term Incentive Compensation

Long-term incentives comprisecompose a significant portion of an executive officer’s total compensation package. The Compensation Committee’s objective is to provide executive officers with long-term incentive award opportunities that will align pay with stockholder value creation, encourage teamwork and collaboration in accomplishing long-term goals, facilitate stock ownership among executives, create retention incentives, and generally reflect competitive market practices. In recent years, we have provided executive officers with grants of stock options, and restricted stock and performance share awards.

Given the Company budgets a certain levelcontemplated sale of equity compensation expense andthe OEM businesses, the Compensation Committee and Boardelected to deliver the 2020 long-term incentive program in the form of Directors approve awards within budget guidelines. The executive officers are granted stock options and time-based restricted stock awards, and/or performance shares as part ofwith the overall allocation of equity compensation to managerial employees of the Company. The compensation benchmarking data is looked at as a point of reference as to whether executive officers are receiving stock awards commensurate with responsibilities and similar to executive officers in the peer companies.

The long-term incentive information related to the 2018 NEOs is included in the Summary Compensation Table under the columns Stock Awards and Option Awards. Additional information on long-term incentive awards is shown in the Grants of Plan-Based Awards Table and the Outstanding Equity Awards at FiscalYear-End Table.following characteristics:

The long-term incentive information related to the 2020 NEOs is included in the 2020 Summary Compensation Table under the columns Stock Awards and Option Awards. Additional information on long-term incentive awards, including vesting schedules, is shown in the 2020 Grants of Plan-Based Awards Table and the 2020 Outstanding Equity Awards at Fiscal Year-End Table.

Stock Ownership Guidelines and Insider Trading Policy

Our Board of Directors has adopted Stock Ownership Guidelines, which require our current chief executive officer to hold qualifying shares in an amount equal to six times base salary, our other continuing NEOs to hold an amount equal to three times base salary and ournon-employee directors to hold an amount equal to five times the annual cash retainer plus all shares initially granted upon election to the Board, if applicable. Our chief executive officer, other continuing NEOs andnon-employee directors are givenmust achieve the requisite threshold ownership within five years from the date ofon which they first becomingbecome subject to thesethe Stock Ownership Guidelines, to achieve the threshold ownership.Guidelines. Once the threshold is reached, an executive

Severance PlanEmployment Arrangements

We doAs of December 31, 2020, we did not have in effect any general severance plan that provides forchange-in-control or other payments to our executive officers, although Messrs. FarhatRich, Singer and Singer’sDurall’s employment agreements providesand Mr. DeRienzis’ offer letter provide forchange-in-control provisions severance protections as described below.