What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 218 added, 119 removed, 843 unchanged (29% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

(In thousands, except share and per share values)

30 unchanged sentences

Authorized 500,000,000 shares;

issued and outstanding 112,620,208 and 114,990,219 shares at June 30, 2025 and December 31, 2024, respectively

issued and outstanding 112,175,355 and 114,990,219 shares at September 30, 2025 and December 31, 2024, respectively

Class B common stock;

1 unchanged sentence

Authorized 275,000,000 shares;

issued and outstanding 22,430,097 and 22,430,097 shares at June 30, 2025 and December 31, 2024, respectively

issued and outstanding 22,430,097 and 22,430,097 shares at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

7 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except per share amounts)

48 unchanged sentences

Balance at June 30, 2025

Stock-based compensation

Grant of contingent restricted stock units

Exercise of stock options

Issuance of Class A common stock under employee and director equity option plans, net

Comprehensive income/(loss)

Repurchase and retirement of common stock

Balance at September 30, 2025

GLOBUS MEDICAL, INC.

22 unchanged sentences

Balance at June 30, 2024

Stock-based compensation

Grant of contingent restricted stock units

Exercise of stock options

Issuance of Class A common stock under employee and director equity option plans, net

Comprehensive income/(loss)

Balance at September 30, 2024

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

64 unchanged sentences

( b) Nevro Merger

As previously announced, on February 6, 2025, the Company entered into an Agreement and Plan of Merger (the “Nevro Merger Agreement”) with Nevro Corp., (“Nevro”) and Palmer Merger Sub, Inc., a wholly owned subsidiary of the Company (“Palmer Merger Sub”).

On April 3, 2025, pursuant to the terms of the Nevro Merger Agreement, Palmer Merger Sub merged with and into Nevro (the “Nevro Merger”), with Nevro surviving as a wholly owned subsidiary of the Company.

On February 6, 2025, the Company entered into an Agreement and Plan of Merger (the “Nevro Merger Agreement”) with Nevro Corp.

On April 3, 2025, pursuant to the terms of the Nevro Merger Agreement, Palmer Merger Sub, Inc., a wholly owned subsidiary of the Company (“Palmer Merger Sub”), merged with and into Nevro (the “Nevro Merger”), with Nevro surviving as a wholly owned subsidiary of the Company.

Upon the consummation of the Nevro Merger, each issued and outstanding share of common stock of Nevro, $ 0.001 par value per share, was cancelled and converted into the right to receive cash in an amount equal to $ 5.85 per share of Nevro Common Stock, without interest and subject to any applicable withholding taxes.

11 unchanged sentences

As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2024.

In the opinion of management, these condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of our financial position as of June 30, 2025, and results of operations for the three and six months ended June 30, 2025.

In the opinion of management, these condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of our financial position as of September 30, 2025, and results of operations for the three and nine months ended September 30, 2025.

The results of operations for any interim period may not be indicative of results for the full year.

25 unchanged sentences

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services.

Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue.

Sales and other taxes we collect concurrently with revenue-producing activities are excluded from revenue.

For purposes of disclosure, we disaggregate our revenue into two categories, Musculoskeletal Solutions and Enabling Technologies.

1 unchanged sentence

The majority of our Musculoskeletal Solutions contracts have a single performance obligation and revenue is recognized at a point in time.

For our IONM services, revenue is recognized in the period the service is performed, which can be either at a point in time or over time, depending on how the performance obligation is defined for the amount of consideration expected to be received.

Our policy is to classify shipping and handling costs billed to customers as sales and the related expenses as cost of sales.

For our neuromonitoring services, revenue is recognized in the period the service is performed, which can be either at a point in time or over time, depending on how the performance obligation is defined for the amount of consideration expected to be received.

Our Enabling Technologies products are advanced hardware and software systems, and related technologies, that are designed to enhance a surgeon’s capabilities and streamline surgical procedures by making them less invasive, more accurate, and more reproducible to improve patient care.

5 unchanged sentences

Timing of revenue recognition may differ from the timing of invoicing to customers.

We record a receivable when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing.

We record an unbilled receivable when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing.

Deferred revenue is comprised mainly of unearned revenue related to the sales of certain Enabling Technologies products, which includes maintenance and support services.

1 unchanged sentence

The changes to contract liabilities related to deferred revenue are as follows:

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

7 unchanged sentences

(f) Marketable Securities

Our marketable securities include municipal bonds, corporate debt securities, commercial paper, asset-backed securities, securities of government, federal agency, and other sovereign obligations .

As of June 30, 2025, we have no marketable securities outstanding.

Our marketable securities include municipal bonds, corporate debt securities, commercial paper, asset-backed securities, securities of government, federal agency, and other sovereign obligations and are classified as available-for-sale as of September 30, 2025.

S hort-term and long-term marketable securities are recorded at fair value on our condensed consolidated balance sheets.

47 unchanged sentences

If the related project is not completed in a timely manner, we may have an impairment related to the IPR&D, calculated as the excess of the asset’s carrying value over its fair value.

During the three and six months ended June 30, 2025, there were no impairments in goodwill, finite-lived intangible assets, or IPR&D.

During the three and nine months ended September 30, 2025, there were no impairments in goodwill, finite-lived intangible assets, or IPR&D.

(j) Stock -Based Compensation

39 unchanged sentences

(p) Recently Issued Accounting Pronouncements

In January 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

In September 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

2025-06 simplifies the accounting for internal-use software costs by eliminating stage-based guidance and requiring deferral of capitalization when significant development uncertainty exists.

2025-06 is effective for fiscal years beginning after December 15, 2027, and early adoption is permitted.

Entities may apply the guidance prospectively, retrospectively, or using a modified retrospective approach.

The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

2025‑05 provides a practical expedient that allows entities to estimate expected credit losses on certain trade receivables and contract assets by assuming that current economic conditions will remain unchanged over the life of the asset.

The expedient applies only to assets with contractual lives of one year or less.

2025‑05 is effective for fiscal years beginning after December 15, 2025, and early adoption is permitted.

The amendments should be applied prospectively.

The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures.

In January 2025, the FASB issued ASU No.

2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).

The update amends the effective date of Update 2024-03 to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 referred to as non-calendar year end entities.

2025-01 amends the effective date of ASU No.

2024-03 to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31, referred to as non-calendar year end entities.

All public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted.

30 unchanged sentences

Asset Acquisitions

During the third quarter of 2025, the Company entered into a license agreement to acquire software related to the imaging, navigation and robotics (“INR”) division for a total consideration of € 8.0 million.

An initial payment of € 4.0 million ($ 4.7 million) was made at closing and recorded as a developed technology intangible asset, with the remaining € 4.0 million coming due in the fourth quarter of 2025.

The asset will be amortized over its estimated useful life of seven years once placed in service.

During the first quarter of 2025, the Company entered into a license agreement for certain patents of medical device technology in the spine field for a total of $ 5.0 million due at closing, and 1 percent license fee on future sales of products developed and covered under the license agreement.

The Company recorded $ 5.0 million of patents intangible assets, with a useful life of 10.1 years.

The Company recorded $ 5.0 million of intangible assets, with a useful life of 10.1 years.

During the first quarter of 2024, the Company completed a share acquisition of a biotech company focused on research and development for hemostasis solutions.

5 unchanged sentences

Food and Drug Administration (the “FDA”), and consideration of $ 10.0 million contingent upon the developed products obtaining approval from the FDA.

As of June 30, 2025, the milestones have not been met and as such, contingent consideration has no t been recorded in this asset acquisition.

As of September 30, 2025, the milestones have not been met and as such, contingent consideration has no t been recorded in this asset acquisition.

Business Combinations

18 unchanged sentences

The Company recorded net identifiable assets of $ 1.394 billion and goodwill of $ 1.210 billion.

As previously announced, on February 6, 2025, the Company entered into the Merger Agreement with Nevro and Palmer Merger Sub.

On February 6, 2025, the Company entered into the Nevro Merger Agreement with Nevro.

On April 3, 2025, pursuant to the terms of the Nevro Merger Agreement, Palmer Merger Sub merged with and into Nevro, with Nevro surviving as a wholly owned subsidiary of the Company.

14 unchanged sentences

The preliminary fair value estimates for the assets acquired and liabilities assumed were based upon preliminary calculations, valuations, and assumptions that are subject to change as the Company obtains additional information during the measurement period.

The following table summarizes the preliminary purchase price allocation for the Nevro Merger as of April 3, 2025:

The following table summarizes the preliminary purchase price allocation for the Nevro Merger as of September 30, 2025:

(In thousands)

Preliminary Purchase Price Allocation as of April 3, 2025

Measurement Period and Other Adjustments

Purchase Price Allocation as of September 30, 2025 (as adjusted)

Current assets (excluding accounts receivable and inventories)

15 unchanged sentences

The majority of the bargain purchase gain is non-taxable for tax purposes.

During the three months ended June 30, 2025, total transaction costs incurred in connection with the Nevro Merger were $ 28.8 million.

Total transaction costs incurred in connection with the Nevro Merger were $ 28.8 million

for the nine months ended September 30, 2025, with immaterial costs incurred during the three months ended September 30, 2025.

These transaction costs were recognized as acquisition related costs in the condensed consolidated statements of operations and comprehensive income.

13 unchanged sentences

(In thousands)

June 30, 2025

September 30, 2025

Developed Technology

1 unchanged sentence

Nevro’s results have been included in the Company’s financial statements for the period subsequent to the date of the acquisition on April 3, 2025.

Nevro contributed revenues and net loss of $ 94.6 million and $ 50.0 million, respectively, for the period from April 3, 2025, to June 30, 2025.

The following table represents net sales by product category for the three and six months ended June 30, 2025 and 2024, respectively:

Nevro contributed revenues and net loss of $ 193.8 million and $ 46.1 million (excluding the bargain purchase gain of $ 114.4 million), respectively, for the period from April 3, 2025, to September 30, 2025.

The following table represents net sales by product category for the three and nine months ended September 30, 2025 and 2024, respectively:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

3 unchanged sentences

MARKETABLE SECURITIES

As of June 30, 2025, the Company had no holdings of short-term or long-term marketable securities.

The composition of our short-term and long-term marketable securities as of December 31, 2024 was as follows:

The composition of our short-term and long-term marketable securities as of September 30, 2025 and December 31, 2024 were as follows:

September 30, 2025

(In thousands)

Gross Unrealized Losses

Municipal bonds

Corporate debt securities

Commercial paper

Asset-backed securities

Government, federal agency, and other sovereign obligations

Total short-term marketable securities

Municipal bonds

Corporate debt securities

Asset-backed securities

Government, federal agency, and other sovereign obligations

Total long-term marketable securities

December 31, 2024

10 unchanged sentences

Total long-term marketable securities

The short-term marketable securities have effective maturity dates of less than one year and the long-term marketable securities have effective maturity dates ranging from one to three years as of December 31, 2024, respectively.

FAIR VALUE MEASUREMENTS

The following table represents the fair value of assets and liabilities, as of June 30, 2025 and December 31, 2024, respectively, including the following:

The following table represents the fair value of assets and liabilities, as of September 30, 2025 and December 31, 2024, respectively, including the following:

(In thousands)

‎ September 30,

Cash equivalents

Municipal bonds

Corporate debt securities

Commercial paper

Asset-backed securities

Government, federal agency, and other sovereign obligations

Business acquisition liabilities

21 unchanged sentences

* The weighted average rates were calculated based on the relative fair value of each business acquisition liability.

The change in the carrying value of the business acquisition liabilities during the three and six months ended June 30, 2025 and 2024, respectively, included the following:

The change in the carrying value of the business acquisition liabilities during the three and nine months ended September 30, 2025 and 2024, respectively, included the following:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

8 unchanged sentences

Changes in the fair value of business acquisition liabilities are driven by changes in market conditions and the achievement of certain performance conditions.

Inventories included the following as of June 30, 2025 and December 31, 2024, respectively:

Inventories included the following as of September 30, 2025 and December 31, 2024, respectively:

September 30,

(In thousands)

4 unchanged sentences

As part of the Nevro Merger, a step up in the value of inventory of $ 19.3 million was recorded, which was composed of $ 3.0 million for work in process and $ 16.3 million for finished goods.

The amortization of the inventory step up recorded in product cost of sales was $ 6.0 million for the three months ended June 30, 2025.

As of June 30, 2025, the total remaining balance of inventory step up was $ 11.9 million.

During the three months ended June 30, 2025 and 2024, net adjustments to cost of sales related to excess and obsolete inventory were $ 5.0 million and $ 6.6 million, respectively.

The net adjustments for the three months ended June 30, 2025 and 2024 reflect a combination of additional expense for excess and obsolete related provisions ($ 9.5 million and $ 8.6 million, respectively) offset by sales and disposals ($ 4.5 million and $ 2.0 million, respectively) of inventory for which an excess and obsolete provision was provided previously through expense recognized in prior periods.

During the six months ended June 30, 2025 and 2024, net adjustments to cost of sales related to excess and obsolete inventory were $ 10.9 million and $ 10.5 million, respectively.

The net adjustments for the six months ended June 30, 2025 and 2024 reflect a combination of additional expense for excess and obsolete related provisions ($ 19.6 million and $ 13.8 million, respectively) offset by sales and disposals ($ 8.7 million and $ 3.3 million, respectively) of inventory for which an excess and obsolete provision was provided previously through expense recognized in prior periods.

The amortization of the inventory step up recorded in product cost of sales was $ 6.4 million and $ 12.9 million for the three and nine months ended September 30, 2025, respectively.

As of September 30, 2025, the total remaining balance of inventory step up was $ 6.4 million.

During the three months ended September 30, 2025 and 2024, net adjustments to cost of sales related to excess and obsolete inventory were $ 5.1 million and $ 5.7 million, respectively.

The net adjustments for the three months ended September 30, 2025 and 2024 reflect a combination of additional expense for excess and obsolete related provisions ($ 9.7 million and $ 6.9 million, respectively) offset by sales and disposals ($ 4.7 million and $ 1.2 million, respectively) of inventory for which an excess and obsolete provision was provided previously through expense recognized in prior periods.

During the nine months ended September 30, 2025 and 2024, net adjustments to cost of sales related to excess and obsolete inventory were $ 16.0 million and $ 16.2 million, respectively.

The net adjustments for the nine months ended September 30, 2025 and 2024 reflect a combination of additional expense for excess and obsolete related provisions ($ 29.3 million and $ 20.7 million, respectively) offset by sales and disposals ($ 13.4 million and $ 4.5 million, respectively) of inventory for which an excess and obsolete provision was provided previously through expense recognized in prior periods.

PROPERTY AND EQUIPMENT

Property and equipment included the following as of June 30, 2025 and December 31, 2024, respectively:

Property and equipment included the following as of September 30, 2025 and December 31, 2024, respectively:

September 30,

(In thousands)

5 unchanged sentences

Modules and cases are used to store and transport the instruments and implants.

Depreciation expense related to property and equipment was as follows during the three and six months ended June 30, 2025 and 2024, respectively:

Depreciation expense related to property and equipment was as follows during the three and nine months ended September 30, 2025 and 2024, respectively:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

GOODWILL AND INTANGIBLE ASSETS

The change in the carrying amount of goodwill during the twelve months ended December 31, 2024 and the six months ended June 30, 2025, respectively, included the following:

The change in the carrying amount of goodwill during the twelve months ended December 31, 2024 and the nine months ended September 30, 2025, respectively, included the following:

(In thousands)

4 unchanged sentences

Foreign exchange

June 30, 2025

Intangible assets as of June 30, 2025 included the following:

June 30, 2025

September 30, 2025

Intangible assets as of September 30, 2025 included the following:

September 30, 2025

(In thousands)

12 unchanged sentences

Total intangible assets

The following table summarizes amortization of intangible assets for future periods as of June 30, 2025 :

The following table summarizes amortization of intangible assets for future periods as of September 30, 2025 :

(In thousands)

1 unchanged sentence

ACCRUED EXPENSES

Accrued expenses as of June 30, 2025 and December 31, 2024, respectively, included the following:

Accrued expenses as of September 30, 2025 and December 31, 2024, respectively, included the following:

September 30,

(In thousands)

13 unchanged sentences

The September 2023 Credit Agreement contains financial and other customary covenants, including a funded net indebtedness to adjusted EBITDA ratio.

As of June 30, 2025, we have no outstanding borrowings under the September 2023 Credit Agreement and we were in compliance with all covenants.

As of September 30, 2025, we have no outstanding borrowings under the September 2023 Credit Agreement, and we were in compliance with all covenants.

0.375% Senior Convertible Notes due 2025

1 unchanged sentence

On March 15, 2025, the $ 450.0 million in remaining aggregate principal amount of the 2025 Notes was paid off, net of an immaterial number of converted units that were settled in cash.

There were no Convertible Senior Notes as of June 30, 2025.

There was no interest expense and $ 7.1 million of interest expense recognized on the 2025 Notes for the three months ended June 30, 2025 and 2024 respectively.

During the six months ended June 30, 2025 and 2024, interest expense recognized on the 2025 Notes was $ 6.9 million and $ 14.2 million respectively.

There were no Convertible Senior Notes outstanding as of September 30, 2025.

There was no interest expense and $ 7.1 million of interest expense recognized on the 2025 Notes for the three months ended September 30, 2025 and 2024 respectively.

During the nine months ended September 30, 2025 and 2024, interest expense recognized on the 2025 Notes was $ 6.9 million and $ 21.2 million respectively.

2025 Warrants

2 unchanged sentences

Subject to the amended 2025 Warrants, the holders of the 2025 Warrants were entitled to purchase up to 3,617,955 shares of the Company’s common stock at a strike price of $ 170.45 , of which, 180,880 shares are still outstanding.

The 2025 Warrants will expire on various dates from July 2025 through October 2025 and may be settled in net shares or cash, at the Company’s election.

The 2025 Warrants will expire on various dates throughout October 2025 and may be settled in net shares or cash, at the Company’s election.

In accordance with ASC 805, the Company recognized the 2025 Warrants at an acquisition date fair value of $ 0.6 million within additional paid-in capital.

The 2025 Warrants could have a dilutive effect on the Company’s earnings per share to the extent that the price of the Company’s common stock during a given measurement period exceeds the strike price of the 2025 Warrants, which is $ 170.45 per share.

The 2025 Warrants could have a dilutive effect on the Company’s earnings per share to the extent that the

price of the Company’s common stock during a given measurement period exceeds the strike price of the 2025 Warrants, which is $ 170.45 per share.

The Company uses the treasury share method for assumed exercise of its 2025 Warrants to compute the weighted average common shares outstanding for diluted earnings per share.

5 unchanged sentences

The repurchase program has no time limit and may be suspended for periods or discontinued at any time.

The Company repurchased 0.4 million and 2.8 million shares under this program at an average price of $ 60.81 and $ 75.45 , respectively, for a total of $ 25.0 million and $ 215.4 million during the three and six months ended June 30, 2025.

The Company repurchased 0.7 million and 3.5 million shares under this program at an average price of $ 60.12 and $ 72.55 , respectively, for a total of $ 40.0 million and $ 255.5 million during the three and nine months ended September 30, 2025.

Shares repurchased by the Company are accounted for under the constructive retirement method, in which the shares repurchased are immediately retired, as there is no plan to reissue the shares.

11 unchanged sentences

Accumulated Other Comprehensive Income (Loss)

The tables below present the changes in each component of accumulated other comprehensive income/(loss), including current period other comprehensive income/(loss) and reclassifications out of accumulated other comprehensive income/(loss) for the three months ended June 30, 2025 and 2024, respectively:

(In thousands)

6 unchanged sentences

Other comprehensive income/(loss), net of tax

Accumulated other comprehensive income/(loss), net of tax, at June 30, 2025

Accumulated other comprehensive income/(loss), net of tax, at September 30, 2025

(In thousands)

6 unchanged sentences

Other comprehensive income/(loss), net of tax

Accumulated other comprehensive income/(loss), net of tax, at June 30, 2024

Accumulated other comprehensive income/(loss), net of tax, at September 30, 2024

Amounts reclassified from accumulated other comprehensive loss, net of tax, related to unrealized gains/losses on marketable securities were released to other income, net in our condensed consolidated statements of operations and comprehensive income.

4 unchanged sentences

These are included in basic net income per share as of the date that all necessary conditions have been satisfied and are included in the denominator for dilutive calculation for the entire period if such shares would be issuable as of the end of the reporting period assuming the end of the reporting period was the end of the contingency period.

The following table sets forth the computation of basic and diluted earnings per share for the three and six month ended June 30, 2025 and 2024, respectively:

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024, respectively:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except per share amounts)

20 unchanged sentences

Following effectiveness of the 2021 Plan, we have no t issued any additional awards under the 2012 Plan;

however, awards previously granted under the 2012 Plan remain outstanding and are administered by our Board under the terms and conditions of the 2012 Plan.

however, awards previously granted under the 2012 Plan remain outstanding and are administered by our Board under

the terms and conditions of the 2012 Plan.

Under the 2012 Plan, the aggregate number of shares of Class A Common that were able to be issued subject to options and other awards is equal to the sum of (i) 3,076,923 shares, (ii) any shares available for issuance under the 2008 Equity Incentive Plan (the “2008 Plan”) as of March 13, 2012, (iii) any shares underlying awards outstanding under the 2008 Plan as of March 13, 2012 that, on or after that date, are forfeited, terminated, expired or lapse for any reason, or are settled for cash without delivery of shares and (iv) starting January 1, 2013, an annual increase in the number of shares available under the 2012 Plan equal to up to 3 % of the number of shares of our common and preferred stock outstanding at the end of the previous year, as determined by our Board.

8 unchanged sentences

Share payout levels range from 0 % to 100 % depending on the respective terms of an award.

As of June 30, 2025, pursuant to the 2021 Plan, the NuVasive 2014 Plan and the Ellipse 2015 Plan (collectively, the “Plans”), there were 12,906,283 shares, 154,281 shares and 335,560 shares, respectively, of Class A Common reserved and 4,540,046 shares, no shares and 309,345 shares, respectively, of Class A Common available for future grants.

As of September 30, 2025, pursuant to the 2021 Plan, the NuVasive 2014 Plan and the Ellipse 2015 Plan (collectively, the “Plans”), there were 12,923,040 shares, 145,677 shares and 335,560 shares, respectively, of Class A Common reserved and 4,420,609 shares, no shares and 309,345 shares, respectively, of Class A Common available for future grants.

The NuVasive 2014 Plan terminated as to new awards pursuant to its terms in the second quarter of 2024.

Stock Options

Stock option activity during the six months ended June 30, 2025 is summarized as follows:

Stock option activity during the nine months ended September 30, 2025 is summarized as follows:

‎ Shares (thousands)

3 unchanged sentences

Outstanding at December 31, 2024

Outstanding at June 30, 2025

Exercisable at June 30, 2025

Expected to vest at June 30, 2025

The total intrinsic value of stock options exercised was $ 1.2 million and $ 7.1 million during the three months ended June 30, 2025 and 2024, respectively.

The total intrinsic value of stock options exercised was $ 13.5 million and $ 9.9 million during the six months ended June 30, 2025 and 2024, respectively.

Outstanding at September 30, 2025

Exercisable at September 30, 2025

Expected to vest at September 30, 2025

The total intrinsic value of stock options exercised was $ 2.2 million and $ 14 million during the three months ended September 30, 2025 and 2024, respectively.

The total intrinsic value of stock options exercised was $ 15.7 million and $ 23.9 million during the nine months ended September 30, 2025 and 2024, respectively.

The fair value of the options was estimated on the date of the grant using a Black-Scholes option pricing model with the following assumptions:

Six Months Ended

Nine Months Ended

September 30,

Risk-free interest rate

2 unchanged sentences

Expected dividend yield

The weighted average grant date fair value of stock options granted during the three months ended June 30, 2025, and 2024 was $ 29.45 and $ 21.47 per share, respectively.

The weighted average grant date fair value of stock options granted during the six months ended June 30, 2025, and 2024 was $ 35.65 and $ 21.15 per share, respectively.

The weighted average grant date fair value of stock options granted during the three months ended September 30, 2025, and 2024 was $ 23.17 and $ 28.63 per share, respectively.

The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2025, and 2024 was $ 33.00 and $ 21.90 per share, respectively.

Restricted Stock Units

Restricted stock unit activity during the six months ended June 30, 2025 is summarized as follows:

Restricted stock unit activity during the nine months ended September 30, 2025 is summarized as follows:

Restricted Stock

4 unchanged sentences

Outstanding at December 31, 2024

Outstanding at June 30, 2025

Outstanding at September 30, 2025

Performance-Based Restricted Stock Units

Performance-based restricted stock unit activity during the six months ended June 30, 2025 is summarized as follows:

Performance-based restricted stock unit activity during the nine months ended September 30, 2025 is summarized as follows:

Performance-Based Restricted Stock

4 unchanged sentences

Outstanding at December 31, 2024

Outstanding at June 30, 2025

Outstanding at September 30, 2025

Stock-Based Compensation

Compensation expense related to stock options granted to employees and non-employees under the Plans during the three and six months ended June 30, 2025 and 2024, respectively, was as follows:

Compensation expense related to stock options granted to employees and non-employees under the Plans during the three and nine months ended September 30, 2025 and 2024, respectively, was as follows:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

3 unchanged sentences

Total stock-based compensation cost

As of June 30, 2025, there was $ 118.5 million of unrecognized compensation expense related to unvested employee stock options, RSUs, and PRSUs that vest over a weighted average period of 2.77 years.

As of September 30, 2025, there was $ 108.6 million of unrecognized compensation expense related to unvested employee stock options, RSUs, and PRSUs that vest over a weighted average period of 2.6 years.

In computing our income tax provision, we make certain estimates and judgments, such as estimated annual taxable income or loss, annual effective tax rate, nature and timing of permanent and temporary differences between taxable income for financial reporting and tax reporting, and the recoverability of deferred tax assets.

1 unchanged sentence

Should facts and circumstances change during a quarter causing a material change to the estimated effective income tax rate, a cumulative adjustment is recorded.

The following table provides a summary of our effective income tax rate for the three and six months ended June 30, 2025 and 2024, respectively:

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (the “OBBBA”), which, among other things, modifies the international tax regime and extends or makes permanent various provisions from the Tax Cuts and Jobs Act, including bonus depreciation and research and development expensing.

The changes to the corporate tax provisions did not have a material impact on our effective tax rate for the three and nine months ended September 30, 2025, and we do not anticipate a material impact on our effective tax rate for the year ending December 31, 2025.

The provisions of OBBBA for accelerated depreciation and R&D expenses may reduce our cash income tax expense for 2025.

The following table provides a summary of our effective income tax rate for the three and nine months ended September 30, 2025 and 2024, respectively:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Effective income tax rate

For the three and six months ended June 30, 2025, the decrease in the effective tax rate was due primarily to the state valuation allowance release of $ 34.8 million and the impact of the non-taxable bargain purchase gain of $ 110.6 million, with no comparable events in the prior year .

For the three months ended September 30, 2025, the increase in the effective tax rate was due to a one-time tax benefit in the prior period related to an audit settlement and the release of related uncertain tax positions of $ 7.2 million, as well as a lower pretax book income.

For the nine months ended September 30, 2025, the decrease in the effective tax rate was primarily due to the Q2 2025 release of valuation allowances on certain deferred tax assets of $ 34.8 million and the impact of the non-taxable bargain purchase gain of $ 114.4 million, with no comparable event in the prior period.

RESTRUCTURING AND OTHER COSTS

6 unchanged sentences

The 2024 Synergy Plan

The following table provides a summary of the recognized pre-tax costs for the three and six months ended June 30, 2025 and 2024, respectively:

The following table provides a summary of the recognized pre-tax costs for the three and nine months ended September 30, 2025 and 2024, respectively:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

4 unchanged sentences

Total restructuring and other costs

The following table provides a summary of activity related to the restructuring program for the three and six months ended June 30, 2025 and 2024, respectively:

The following table provides a summary of activity related to the restructuring program for the three and nine months ended September 30, 2025 and 2024, respectively:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

6 unchanged sentences

There was no stock-based compensation expense included below.

The following table provides a summary of the recognized pre-tax costs for the three months ended June 30, 2025:

The following table provides a summary of the recognized pre-tax costs for the three and nine months ended September 30, 2025:

Three Months Ended

Nine Months Ended

(In thousands)

June 30, 2025

September 30, 2025

Restructuring Costs

The following table provides a summary of activity related to the restructuring program for the three months ended June 30, 2025:

The following table provides a summary of activity related to the restructuring program for the three and nine months ended September 30, 2025:

Three Months Ended

Nine Months Ended

(In thousands)

June 30, 2025

September 30, 2025

Beginning Balance

Cash Payments

Foreign currency impact

9 unchanged sentences

Finance leases amortize the right-of-use assets and amortize the interest on the lease liability over the term of the lease.

Amounts reported in the condensed consolidated balance sheet were as follows as of June 30, 2025 and December 31, 2024, respectively, were as follows :

Amounts reported in the condensed consolidated balance sheet were as follows as of September 30, 2025 and December 31, 2024, respectively, were as follows :

September 30,

(In thousands)

7 unchanged sentences

Total lease liabilities

The table below summarizes the Company’s lease costs arising from the operating and financing lease obligations for the three and six months ended June 30, 2025 and 2024, respectively :

The table below summarizes the Company’s lease costs arising from the operating and financing lease obligations for the three and nine months ended September 30, 2025 and 2024, respectively :

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

5 unchanged sentences

Total lease expense

Future minimum lease payments under non-cancellable leases as of June 30, 2025, are as follows:

Future minimum lease payments under non-cancellable leases as of September 30, 2025, are as follows:

(In thousands)

4 unchanged sentences

Long-term lease obligations

The table below summarizes the Company’s supplemental cash flow information and assumptions used for the six months ended June 30, 2025 and 2024, respectively :

Six Months Ended

The table below summarizes the Company’s supplemental cash flow information and assumptions used for the nine months ended September 30, 2025 and 2024, respectively :

Nine Months Ended

September 30,

(In thousands, except weighted average lease term and discount rate)

33 unchanged sentences

On September 30, 2024, Moskowitz filed an appeal to the verdict.

The outcome of this litigation cannot be determined, nor can we estimate a range of potential loss, therefore, we have no t recorded a liability, outside of counsel fees, related to this litigation as of June 30, 2025 .

Pimenta Litigation

1 unchanged sentence

Luiz Pimenta filed suit against NuVasive in the Superior Court of California, County of San Diego for breach of contract alleging NuVasive improperly terminated the Clinical Advisor Agreement (the “Agreement”) between the parties.

Pimenta seeks monetary damages in the form of unpaid royalties relating to a number of NuVasive products.

The Company believes it has substantial legal defenses and intends to vigorously defend against these claims.

Pimenta seeks monetary damages totaling $ 97 million, later reduced to $ 82 million, in the form of unpaid royalties relating to a number of NuVasive products.

On September 13, 2022, NuVasive filed cross-claims against Dr.

2 unchanged sentences

NuVasive is seeking monetary damages in the form of lost profits related to the undisclosed inventions.

The trial is scheduled for on or after August 8, 2025.

The outcome of this litigation cannot be determined, nor can we estimate a range of potential loss, therefore, we have not recorded a liability, outside of counsel fees, related to this litigation as of June 30, 2025.

On November 4, 2025, a jury returned a verdict that included $ 28.7 million in damages against NuVasive on which statutory interest and costs will apply.

The jury did not award damages on the cross claims.

The Company still believes it has substantial legal defenses and intends to vigorously defend against these claims, including, but not limited to, filing post-trial motions and appeals of the verdict.

As of September 30, 2025, we have recorded a liability of $ 29.4 million, which includes our interest accrual estimate, in our accrued expenses.

This provision for litigation charge is within our selling, general, and administrative expense financial statement line for both the three and nine months ended September 30, 2025.

4WEB LLC Litigation

On April 25, 2023, 4WEB LLC (“4 WEB”) filed suit against NuVasive in the U.S.

District Court for the Eastern District of Texas alleging patent infringement.

4WEB alleges that Nuvasive willfully infringes one or more claims of eleven patents by making, using, offering for sale, or selling the Modulus® line of products.

4WEB seeks monetary damages and injunctive relief.

On May 2, 2024, this suit was transferred from the U.S.

District Court for the Eastern District of Texas to the U.S.

District Court for the Southern District of California.

The litigation is currently ongoing, and the outcome of this litigation cannot be determined, nor can we estimate a range of potential loss, therefore, we have not recorded a liability, outside of counsel fees, related to this litigation as of September 30, 2025.

Warranty Obligations

3 unchanged sentences

The Company regularly assesses the adequacy of its recorded warranty obligations and adjusts the amounts as necessary.

Activities related to warranty obligations were as follows (in thousands) for the three and six months ended June 30, 2025 and 2024, respectively:

Activities related to warranty obligations were as follows (in thousands) for the three and nine months ended September 30, 2025 and 2024, respectively:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

6 unchanged sentences

Generally, financial information is required to be reported on the basis that it is used internally for evaluating segment performance and deciding how to allocate resources to segments.

Scavilla, Chief Executive Officer, is identified as the CODM who determines resource allocation, investing activities, and performance assessment as of June 30, 2025.

Refer to Note 19, Subsequent Events for an update on leadership structure after June 30, 2025.

Keith Pfeil, Chief Executive Officer, is identified as the CODM who determines resource allocation, investing activities, and performance assessment as of September 30, 2025.

The CODM uses revenue, gross profit and operating income to assess financial performance of the segments and make key operating decisions.

2 unchanged sentences

The Company aggregates these operating segments into one reportable segment, based on conclusions reached after considering relevant factors such as economic similarity, customer base, regulatory environment, production processes, nature of services and products provided, and our comprehensive approach to product development and offerings targeting patient needs through procedural-based solutions.

The following table represents total segment revenue, significant segments expenses and other expenses for the three and six months ended June 30, 2025, and 2024, respectively:

The following table represents total segment revenue, significant segments expenses and other expenses for the three and nine months ended September 30, 2025, and 2024, respectively:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Cost of Sales and Operating expenses:

19 unchanged sentences

(d) Amounts primarily include restructuring expense and credit losses

The following table represents total net sales, net by geographic area, based on the location of the customer for the three and six months ended June 30, 2025 and 2024, respectively :

The following table represents total net sales, net by geographic area, based on the location of the customer for the three and nine months ended September 30, 2025 and 2024, respectively :

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

1 unchanged sentence

International

The following table represents total property and equipment, net by geographic area, based on the location of the customer as of June 30, 2025 and December 31, 2024, respectively:

The following table represents total property and equipment, net by geographic area, based on the location of the customer as of September 30, 2025 and December 31, 2024, respectively:

Property and Equipment, Net

September 30,

(In thousands)

1 unchanged sentence

International

SUBSEQUENT EVENTS

One Big Beautiful Bill Act

On July 4, 2025, the President of the United States of America signed into law the One Big Beautiful Bill Act (“OBBBA”), which includes significant changes to U.S.

federal income tax law.

The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures.

Leadership Structure

On July 18, 2025, Daniel T.

Scavilla notified the Chairman of the Board of Directors (the “Board”) of the Company of his resignation from the Board and from his positions as President and Chief Executive Officer of the Company, in each case effective July 18, 2025.

On July 21, 2025, the Company issued a press release announcing Keith Pfeil’s appointment as a member of the Board, President and Chief Executive Officer, and Kyle Kline’s appointment as Chief Financial Officer, in each case effective July 18, 2025.

Keith Pfeil assumed the role of the CODM effective as of July 18, 2025 .

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.

What changed 10-Q

Item 1. Financial Statements