55 unchanged sentences
OTHER INFORMATION
−Removed: During the quarter ended December 31, 2023, except as described below, none of our executive officers or directors adopted or terminated a "Rule 10b5-1(c) trading arrangement" or a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
−Removed: On December 12, 2023 , Justin J.
−Removed: Noznesky , our Chief Marketing and Strategy Officer , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
−Removed: Noznesky's plan covers the sale of up to 9,273 shares of our common stock between March 12, 2024 and June 28, 2024.
−Removed: Transactions under the plan were based upon pre-established dates and stock price thresholds.
+Added: During the quarter ended December 31, 2024, none of our executive officers or directors adopted or terminated a "Rule 10b5-1(c) trading arrangement" or a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
32 unchanged sentences
(1) Represents outstanding stock options, restricted stock awards and performance shares as of December 31, 2024.
−Removed: (2) The weighted average exercise price is calculated without taking into account restricted stock that will become issuable, without any cash consideration or other payment, as vesting requirements are achieved.
+Added: (2) The weighted average exercise price is calculated without taking into account restricted stock and performance shares that will become issuable, without any cash consideration or other payment, as vesting requirements and/or performance goals are achieved.
(3) Amounts include awards under our 2023 Stock Incentive Plan (and prior plans, the 2005 Equity Incentive Plan and 2014 Stock Incentive Plan) but exclude shares purchased under our 2018 Employee Stock Purchase Plan.
8 unchanged sentences
(3) The following exhibits are included in this Form 10-K or incorporated by reference in this Form 10-K:
−Removed: 3.1 Second Amended and Restated Certificate of Incorporation (incorporated by reference to our Current Report on Form 8-K filed on May 27, 2016).
−Removed: 3.2 Fourth Amended and Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed on February 16, 2018).
+Added: 3.1 Restated Certificate of Incorporation (incorporated by reference to our Report on Form 8-K filed on May 14, 2024).
+Added: 3.2 Amended and Restated Bylaws (incorporated by reference to our Quarterly Report on Form 10-Q filed on July 31, 2024).
4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to our Annual Report on Form 10-K filed on February 24, 2020).
2 unchanged sentences
Carrel (incorporated by reference to our Current Report on Form 8-K filed on November 1, 2012).
−Removed: 10.2# 2005 Equity Incentive Plan, as amended on September 19, 2007 and on March 6, 2013 (incorporated by reference to our Annual Report on Form 10-K filed on March 8, 2013).
AtriCure, Inc.
1 unchanged sentence
AtriCure, Inc.
−Removed: 2023 Stock Incentive Plan (incorporated by reference to our Current Report on Form 8-K filed on May 26, 2023).
+Added: 2023 Stock Incentive Plan (Amended and Restated as of May 13, 2024) (incorporated by reference to our Current Report on Form 8-K filed on May 14, 2024).
AtriCure, Inc.
1 unchanged sentence
Form of Change in Control Agreement between AtriCure and AtriCure Executive Officers (incorporated by reference to our Annual Report on Form 10-K filed on March 8, 2013).
−Removed: 10.7 Loan and Security Agreement dated as of February 23, 2018 by and among Silicon Valley Bank, AtriCure, Inc., AtriCure, LLC, Endoscopic Technologies, LLC and nContact Surgical, LLC (incorporated by reference to our Current Report on Form 8-K filed on February 26, 2018).
10.6 Lease Agreement Dated August 20, 2014 between LM-VP AtriCure, LLC, as Landlord, and AtriCure, Inc., as Tenant (incorporated by reference to our Current Report on Form 8-K filed on August 25, 2014).
6 unchanged sentences
2014 Stock Incentive Plan (incorporated by reference to our Quarterly Report on Form 10-Q filed on July 31, 2019).
−Removed: 10.13 First Loan Modification Agreement dated December 28, 2018 among AtriCure, Inc., Silicon Valley Bank, the lenders named therein, AtriCure, LLC, Endoscopic Technologies, LLC and nContact Surgical, LLC (incorporated by reference to our Current Report on Form 8-K filed on January 3, 2019) .
−Removed: 10.14 Second Amendment to Loan and Security Agreement dated August 12, 2019 among AtriCure, Inc., Silicon Valley Bank, and the other parties named therein (incorporated by reference to our Current Report on Form 8-K filed on August 11, 2019) .
−Removed: 10.15 Joinder and Third Amendment to Loan and Security Agreement dated September 27, 2019 (incorporated by reference to our Quarterly Report on Form 10-Q filed on October 31, 2019) .
−Removed: 10.16 Fourth Amendment to Loan and Security Agreement dated April 29, 2020 among AtriCure, Inc., Silicon Valley Bank and the other parties named therein (incorporated by reference to our Current Report on Form 8-K filed on April 29, 2020) .
−Removed: 10.17 Fifth Amendment to Loan and Security Agreement dated February 8, 2021 among AtriCure, Inc., Silicon Valley Bank and the other parties named therein (incorporated by reference to our Annual Report on Form 10-K filed on February 26, 2021).
−Removed: 10.18§ Sixth Amendment to Loan and Security Agreement dated November 1, 2021 among AtriCure, Inc., Silicon Valley Bank and other parties named therein (incorporated by reference to our Quarterly Report on Form 10-Q filed on November 4, 2021).
Form of Performance Share Award Agreement for Awards Granted in 2022 (incorporated by reference to our Annual Report on Form 10-K filed on February 22, 2023).
Form of Performance Share Award Agreement for Awards Granted in 2023 (incorporated by reference to our Annual Report on Form 10-K filed on February 16, 2024).
+Added: Form of Performance Share Award Agreement for Awards Granted in 2024 (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 2, 2024).
+Added: Form of Performance Stock Unit Award Agreement for Employees Granted in 2024 (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 2, 2024).
+Added: Form of Restricted Stock Award Agreement under the Amended and Restated AtriCure, Inc.
+Added: 2023 Stock Incentive Plan (incorporated by reference to our Annual Report on Form 10-K filed on February 16, 2024).
+Added: Form of Restricted Share Unit Award Agreement under the Amended and Restated AtriCure, Inc.
+Added: 2023 Stock Incentive Plan (incorporated by reference to our Annual Report on Form 10-K filed on February 16, 2024).
AtriCure, Inc.
−Removed: Executive Leadership Severance Policy (incorporated by referenced to our Annual Report on Form 10-K filed on February 17, 2022).
−Removed: 10.22# Form of Performance Share Award Agreement for Awards Granted in 2023.
−Removed: 10.23# Form of Restricted Stock Award Agreement under the AtriCure, Inc.
−Removed: 2023 Stock Incentive Plan.
−Removed: 10.24# Form of Restricted Share Unit Award Agreement under the AtriCure, Inc.
−Removed: 2023 Stock Incentive Plan.
+Added: Executive Leadership Severance Policy (incorporated by reference to our Annual Report on Form 10-K filed on February 17, 2022).
+Added: 10.18 Form of Indemnity Agreement with Directors and Executive Officers.
14 Code of Conduct (incorporated by reference to our Annual Report on Form 10-K filed on February 22, 2023).
−Removed: 19 Insider Trading Policy.
+Added: 19 Insider Trading Policy (incorporated by reference to our Annual Report on Form 10-K filed on February 16, 2024).
21 Subsidiaries of the Registrant.
6 unchanged sentences
Section 1350 by the Chief Financial Officer, as adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 97 Incentive Compensation Recoupment Policy.
+Added: 97 Incentive Compensation Recoupment Policy (incorporated by reference to our Annual Report on Form 10-K filed on February 16, 2024).
101.INS XBRL Instance Document
7 unchanged sentences
# Compensatory plan or arrangement.
−Removed: § Certain portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
−Removed: The omitted information is not material and would likely cause competitive harm to the Registrant if publicly disclosed.
−Removed: The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC upon request.
FORM 10-K SUMMARY
16 unchanged sentences
Signature Title(s)
−Removed: Kristine Johnson B.
−Removed: Kristine Johnson
−Removed: Kristine Johnson Chair of the Board
+Added: /s/ Robert S.
+Added: Chair of the Board
/s/ Michael H.
5 unchanged sentences
Groves Director
+Added: Kristine Johnson B.
+Added: Kristine Johnson
+Added: Kristine Johnson Director
/s/ Shlomo Nachman
8 unchanged sentences
Wehrwein Director
−Removed: /s/ Robert S.
−Removed: White Robert S.
−Removed: White Director
/s/ Maggie Yuen Maggie Yuen
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.