What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-07 · 103 added, 74 removed, 201 unchanged (47% of the section changed)

10 unchanged sentences

Musculoskeletal Solutions and Enabling Technologies .

As previously announced, on February 6, 2025, the Company entered into the Nevro Merger Agreement with 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 April 3, 2025, the Company entered into the Nevro Merger Agreement with Nevro and Palmer Merger Sub Inc, a wholly owned subsidiary of the Company (“Palmer Merger Sub”).

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.

At the consummation of the Nevro Merger, each issued and outstanding share of common stock of Nevro, $0.001 par value per share, was converted into cash in an amount equal to $5.85 per share of Nevro Common stock.

24 unchanged sentences

sales force and we intend to add additional direct and distributor sales representatives in the future.

During the six months ended June 30, 2025, international net sales accounted for approximately 19.2% of our total net sales.

During the nine months ended September 30, 2025, international net sales accounted for approximately 19.4% of our total net sales.

We have sold our products and services in approximately 63 countries other than the United States through a combination of sales representatives employed by us and exclusive international distributors.

9 unchanged sentences

We have concluded that these operating segments are aggregated into one reportable segment, based on the aggregation criteria.

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

The following table sets forth, for the periods indicated, our net sales by geography expressed as dollar amounts and the changes in net sales between the specified periods expressed in dollar amounts and as percentages:

Three Months Ended

September 30,

(In thousands, except percentages)

2 unchanged sentences

Total net sales

In the United States, the increase in net sales was $101.3 million, or 20.3%, for the three month period ended June 30, 2025.

From a product standpoint, domestic musculoskeletal solutions sales increased by $101.3 million, primarily driven by Nevro sales of $82.1 million, and musculoskeletal solutions sales increased by $23.4 million, offset by a decrease in neuromonitoring solutions products and services of $2.4 million.

Domestic enabling technology sales decreased by $2.8 million compared to the prior year, driven by lower unit placement.

International net sales increased by $14.3 million, or 11.0% for the three month period ended June 30, 2025.

From a product standpoint, the increase was primarily driven by Nevro sales of $12.5 million and an increase in musculoskeletal solutions spine product sales of $4.6 million.

From a geographic standpoint, the Europe and Middle East region increased by $13.1 million and the Asia Pacific region increased by $4.6 million offset by a decrease in Latin America region of $3.4 million.

International Enabling

Technology Sales increased by $1.1 million compared to the three months ended June 30, 2024, primarily driven by higher unit placement .

In the United States, the increase in net sales was $121.8 million, or 24.6%, for the three month period ended September 30, 2025.

From a product standpoint, net sales increased by $131.7 million, primarily driven by Nevro sales of $83.3 million, and Musculoskeletal Solutions and Neuromonitoring sales of $48.4 million.

This increase was partially offset by a decrease in domestic Enabling Technology sales of $9.9 million compared to the same period of the prior year, driven by lower unit placement.

International net sales increased by $21.5 million, or 16.5% for the three month period ended September 30, 2025.

From a product standpoint, the increase was primarily driven by Nevro sales of $15.9 million and an increase in Musculoskeletal Solutions spine product sales, excluding Nevro sales of $6.0 million.

From a geographic standpoint, sales in the Europe and Middle East region increased by $17.0 million, the Latin America region increased by $1.9 million, and the Asia Pacific region increased by $2.7 million.

The increase in Musculoskeletal Solutions net sales was partially offset by a decrease in Enabling Technology sales of $0.3 million, primarily driven by lower unit placement.

Cost of Sales

Three Months Ended

September 30,

(In thousands, except percentages)

1 unchanged sentence

Percentage of net sales

The $11.3 million or 4.3% decrease in cost of sales was driven primarily by decreased amortization of inventory fair value step-up of $47.7 million, partially offset by an increase due to the cost of sales from Nevro products of $31.8 million and an increase in depreciation of $3.3 million.

The $18.0 million or 6.6% decrease in cost of sales was driven primarily by decreased amortization of inventory fair value step-up which contributed $6.9 million from Nevro acquired inventory in the current year as compared to $60.8 million from NuVasive acquired inventory in the prior year.

This decrease was partially offset by an increase due to the cost of sales from Nevro products of $32.1 million and an increase in depreciation of $2.0 million.

Research and Development Expenses

Three Months Ended

September 30,

(In thousands, except percentages)

1 unchanged sentence

Percentage of net sales

The $2.3 million or 6.0% increase in research and development expenses was primarily driven by an increase of $6.9 million for Nevro expenses, partially offset by a decrease of $5.3 million of personnel-related expenses.

The $2.7 million or 7.6% increase in research and development expenses was primarily driven by an increase of $4.2 million for Nevro expenses and an increase of $1.6 million for supplies, parts used from inventory, and dues and subscriptions.

This was partially offset by a decrease of $3.4 million for personnel-related expenses.

Selling, General and Administrative Expenses

Three Months Ended

September 30,

(In thousands, except percentages)

1 unchanged sentence

Percentage of net sales

The increase of $64.2 million or 26.8% in selling, general and administrative expenses was primarily driven by an increase of $60.7 million of expenses from the Nevro Merger.

The remaining difference was primarily driven an increase in provision for litigation of $4.0 million.

The increase of $73.6 million or 30.6% in selling, general and administrative expenses was primarily driven by an increase of $49.1 million of expenses from Nevro and increased outside consulting fees of $1.6 million.

This increase was further driven by the Pimenta litigation accrual of $29.4 million, as discussed in Note 17:

Commitments and Contingences .

This was partially offset by a decrease of $3.6 million of taxes and fees, $1.5 million of meeting expenses, and $1.3 million of insurance expenses.

Amortization of Intangibles

Three Months Ended

September 30,

(In thousands, except percentages)

1 unchanged sentence

Percentage of net sales

Amortization of intangibles increased by $0.5 million or 1.6% for the three month period ended June 30, 2025 due to the acquisition of Nevro intangibles contributing $1.5 million of expense, partially offset by the finalization of amortization of other intangible assets as compared to the three month period ended June 30, 2024.

Amortization of intangibles decreased by $0.2 million or 0.8% for the three month period ended September 30, 2025 due to the acquisition of intangibles in connection with the Nevro Merger contributing $1.6 million of expense, partially offset by the finalization of amortization of other intangible assets as compared to the three months ended September 30, 2024.

Acquisition-Related Costs

Three Months Ended

September 30,

(In thousands, except percentages)

1 unchanged sentence

Percentage of net sales

The increase in acquisition-related costs was primarily due to expenses incurred during the three months ended June 30, 2025 that were associated with the Nevro Merger.

During the three months ended June 30, 2024, the expenses were primarily comprised of charges recorded from changes in the fair value of business acquisition liabilities driven by changes in contract terms, market conditions and the achievement of certain performance conditions .

The negative expense in acquisition-related costs compared to the same period of the prior year was primarily driven by a benefit recorded of $2.7 million as the change in the fair value of business acquisition liabilities due to market conditions and the achievement of certain performance conditions in the current period, as compared to a benefit of $4.1 million as the change in the fair value of business acquisition liabilities in the prior period.

Restructuring Costs

Three Months Ended

September 30,

(In thousands, except percentages)

1 unchanged sentence

Percentage of net sales

The increase in restructuring costs of $14.1 million compared to the prior year was due primarily to the 2024 Synergy Plan and the 2025 Strategic Integration Plan employee termination benefit expenses occurring during the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

The decrease in restructuring costs of $4.8 million compared to the same period of the prior year was primarily due to lower employee termination benefit expenses from the 2024 Synergy Plan and the 2025 Strategic Integration Plan during the three months ended September 30, 2025 compared to the expenses from the 2024 Synergy Plan for the three months ended September 30, 2024.

Bargain Purchase Gain

Three Months Ended

September 30,

(In thousands, except percentages)

1 unchanged sentence

Percentage of net sales

The increase of $110.6 million was due to the bargain purchase gain related to the Nevro Merger as of June 30, 2025.

The increase of $3.8 million was due to the measurement period adjustments to the bargain purchase gain related to the Nevro Merger as of September 30, 2025 compared to the same period of the prior year.

Other Income/(Expense), Net

Three Months Ended

September 30,

(In thousands, except percentages)

1 unchanged sentence

Percentage of net sales

The increase of $3.5 million in other income/(expense), was due primarily to a decrease in interest expense of $6.4 million due to the expiration of the 2025 Notes in the first quarter of 2025, and an increase in foreign currency gains of $0.7 million.

This was partially offset by a decrease of $3.4 million in interest income due to a lower average balance across the company’s marketable securities, cash and cash equivalents in the current period as compared to the three months ended June 30, 2024.

The decrease of $6.1 million in other income/(expense), was primarily due to $0.1 million of foreign currency loss in the current period compared to a $10.3 million gain in the prior period.

Additionally, there was a decrease in interest income of $4.2 million due to a lower average balance across the company’s marketable securities, cash and cash equivalents in the current period as compared to the prior period.

This was partially offset by a decrease in interest expense of $6.4 million due to a smaller outstanding period of the 2025 Notes in the current period compared to the prior period and an increase of miscellaneous other income of $2.1 million primarily driven by foreign exchange.

Income Tax Provision/(Benefit)

Three Months Ended

September 30,

(In thousands, except percentages)

1 unchanged sentence

Effective income tax rate

For the three months ended June 30, 2025, the decrease in the effective tax rate was due primarily to the $34.8 million release of valuation allowances on certain deferred tax assets and the impact of the non-taxable bargain purchase gain of $110.6 million, with no comparable event in the prior period.

A discussion of our Results of Operations for the three months ended June 30, 2024, can be found in “ Part I, Item 2.

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.

A discussion of our Results of Operations for the three months ended September 30, 2024, can be found in “ Part I, Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations:

Results of Operations;

Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30 2023.

” on our Form 10-Q filed on August 6, 2024 .

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30 2023.

” on our Form 10-Q filed on November 5, 2024 .

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except percentages)

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Total net sales

In the United States, the increase in net sales was $102.3 million, or 10.4%, for the six month period ended June 30, 2025.

From a product standpoint, domestic musculoskeletal solutions sales increased by $112.0 million, primarily driven by Nevro sales of $82.1 million, along with an increase in other musculoskeletal solutions sales of $32.3 million.

This was partially offset by a decrease in neuromonitoring solutions products and services of $5.7 million.

Domestic Enabling Technology sales decreased by $9.7 million compared to the prior year, primarily driven by lower unit placement.

International net sales increased by $4.9 million, or 1.9% for the six month period ended June 30, 2025.

From a product standpoint, the increase was primarily driven by Nevro sales of $12.5 million and an increase in other musculoskeletal solutions sales of $3.0 million.

From a geographic standpoint, the Europe and Middle East region increased by $8.5 million and the Asia Pacific region increased by $3.1 million.

This was partially offset by a decrease in Latin America region by $6.8 million.

International Enabling Technology sales increased by $1.7 million compared to the six months ended June 30, 2024, primarily driven by higher unit placement .

In the United States, the increase in net sales was $224.1 million, or 15.2%, for the nine month period ended September 30, 2025.

From a product standpoint, the increase was primarily driven by Nevro sales of $165.5 million and Musculoskeletal Solutions sales of $78.3 million.

This increase was partially offset by a decrease in Neuromonitoring sales of $1.5 million.

Further, there was a decrease in domestic Enabling Technology sales of $19.6 million compared to the same period in the prior year, primarily driven by lower unit placement.

International net sales increased by $26.3 million, or 6.9%, for the nine month period ended September 30, 2025.

From a product standpoint, the increase was primarily driven by Nevro sales of $28.4 million.

From a geographic standpoint, sales in the Europe and Middle East region increased by $25.3 million and sales in the Asia Pacific region increased by $5.8 million.

This increase was partially offset by a decrease in sales in the Latin America region of $4.7 million.

Enabling Technology sales decreased by $2.0 million compared to the nine months ended September 30, 2024, primarily driven by lower unit placement.

Cost of Sales

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except percentages)

1 unchanged sentence

Percentage of net sales

The $57.4 million or 11.4% decrease in cost of sales was primarily driven by decreased amortization of inventory fair value step-up of $101.3 million, partially offset by an increase due to the cost of sales from Nevro products of $31.7 million, and an increase in depreciation of $15.1 million.

The $75.3 million, or 9.8%, decrease in cost of sales for the nine month period ended September 30, 2025 was primarily driven by decreased amortization of inventory fair value step-up of $155.1 million, partially offset by an increase due to the cost of sales from Nevro products of $63.9 million, and an increase in depreciation of $17.0 million.

Research and Development Expenses

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except percentages)

1 unchanged sentence

Percentage of net sales

The $22.0 million or 23.1% decrease in research and development expenses was primarily driven by a decrease of $14.5 million in employee related expenses, excluding Nevro employee related expenses, and a decrease of $12.6 million in acquired intellectual property research and development.

This was partially offset by an increase of $6.9 million for Nevro expenses.

The $19.3 million, or 14.8%, decrease in research and development expenses for the nine month period ended September 30, 2025 was primarily driven by a decrease of $18.0 million in employee-related expenses, excluding Nevro employee-related expenses, and a decrease of $12.6 million in acquired intellectual property research and development.

This decrease was partially offset by an increase of $11.1 million for Nevro research and development expenses.

Selling, General and Administrative Expenses

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except percentages)

2 unchanged sentences

The increase of $131.8 million or 18.1% in selling, general and administrative expenses was primarily driven by an increase of $109.8 million for Nevro expenses.

The remaining difference was primarily driven by a decrease in taxes and fees by $3.1 million.

This increase was further driven by the Pimenta litigation accrual of $29.4 million, as discussed in Note 17:

Commitments and Contingences .

This increase was primarily offset by a decrease in provision for litigation of $5.7 million as compared to the nine months ended September 30, 2024.

Amortization of Intangibles

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except percentages)

1 unchanged sentence

Percentage of net sales

Amortization of intangibles decreased by $0.4 million or 0.7% for the six month period ended June 30, 2025 due to the finalization of re-acquired rights expensed in the current period, offset by $1.5 million of amortization from the newly acquired Nevro related intangible assets, as compared to the six month period ended June 30, 2024.

Amortization of intangibles decreased by $0.6 million, or 0.7%, for the nine month period ended September 30, 2025 due to the acquisition of intangibles in connection with the Nevro Merger contributing $85.7 million of expense partially offset by the finalization of amortization of other intangible assets as compared to the nine months ended September 30, 2024.

Acquisition-Related Costs

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except percentages)

1 unchanged sentence

Percentage of net sales

The increase in acquisition-related costs was primarily due to expenses incurred during the six months ended June 30, 2025 that were associated with the Nevro Merger.

During the six months ended June 30, 2024, the expenses were primarily comprised of charges recorded from changes in the fair value of business acquisition liabilities driven by changes in contract terms, market conditions and the achievement of certain performance .

The increase in acquisition-related costs of $18.9 million compared to the same period of the prior year was primarily driven by $28.8 million of costs associated with the Nevro Merger.

During the nine months ended September 30, 2024, the expenses were primarily comprised of $8.6 million of charges recorded from changes in the fair value of business acquisition liabilities driven by changes in market conditions and the achievement of certain performance conditions.

Restructuring Costs

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except percentages)

1 unchanged sentence

Percentage of net sales

The decrease in restructuring costs of $5.0 million compared to the prior year was due to lower employee termination benefit expenses from the 2024 Synergy Plan and 2025 Strategic Integration Plan in the six months ended June 30, 2025 as compared to the expenses from the 2024 Synergy Plan for the six months ended June 30, 2024.

The decrease in restructuring costs of $9.9 million compared to the same period of the prior year was primarily due to lower employee termination benefit expenses from the 2024 Synergy Plan and the 2025 Strategic Integration Plan during the nine months ended September 30, 2025 compared to the expenses from the 2024 Synergy Plan for the nine months ended September 30, 2024.

Bargain Purchase Gain

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except percentages)

1 unchanged sentence

Percentage of net sales

The increase of $110.6 million was due to the bargain purchase gain related to the Nevro Merger as of June 30, 2025

The increase of $114.4 million in the current period compared to the prior period was due to the bargain purchase gain related to the Nevro Merger as of September 30, 2025.

Other Income/(Expense), Net

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except percentages)

1 unchanged sentence

Percentage of net sales

The increase of $26.8 million in other income/(expense), was due primarily to $4.3 million of foreign currency gain in the current period as compared to a $16.1 million loss in the prior period.

Additionally, there was a decrease in interest expense of $6.6 million driven by the 2025 Notes being settled in the first quarter of 2025 as compared to the six months ended June 30, 2024.

The increase of $20.7 million in other income/(expense), was primarily due to a decrease in interest expense of $13.0 million due to a smaller outstanding period of the 2025 Notes in the current period compared to the prior period.

Additionally, there was a $4.2 million of foreign currency gain in the current period compared to a $5.8 million loss in the prior period.

Further, there was an increase of miscellaneous other income of $1.9 million primarily driven by foreign exchange.

This was partially offset by a decrease in interest income of $4.2 million due to a lower average balance across the company’s marketable securities, cash and cash equivalents in the current period as compared to the prior period.

Income Tax Provision/(Benefit)

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except percentages)

1 unchanged sentence

Effective income tax rate

For the six months ended June 30, 2025, the decrease in the effective tax rate was due primarily to the $34.8 million release of valuation allowances on certain deferred tax assets and the impact of the non-taxable bargain purchase gain of $110.6 million, with no comparable event in the prior period.

A discussion of our Results of Operations for the six months ended June 30, 2024, can be found in “ Part I, Item 2.

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.

A discussion of our Results of Operations for the nine months ended September 30, 2024, can be found in “ Part I, Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations:

Results of Operations;

Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30 2023.

” on our Form 10-Q filed on August 6, 2024 .

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30 2023.

” on our Form 10-Q filed on November 5, 2024 .

Liquidity and Capital Resources

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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 are in compliance with all covenants.

The following table summarizes, for the periods indicated, cash flows from operating, investing and financing activities for the six months ended June 30, 2025 and 2024, respectively:

Six Months Ended

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

The following table summarizes, for the periods indicated, cash flows from operating, investing and financing activities for the nine months ended September 30, 2025 and 2024, respectively:

Nine Months Ended

September 30,

(In thousands)

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Cash Provided by Operating Activities

The higher net cash provided by operating activities for the six month period ended June 30, 2025 was primarily the result of higher net income of $253.7 million and favorable changes in accounts receivable of $144.6 million, partially offset by a decrease in non-cash expense add backs of $227.6 million.

This was primarily a result of a decrease in amortization of inventory fair value step-up of $101.3 million, the bargain purchase gain of $110.6 million, and a $17.9 million increase in net gain from foreign currency adjustments.

The higher net cash provided by operating activities for the nine month period ended September 30, 2025 was primarily the result of higher net income of $320.8 million, favorable changes in accounts receivable of $112.5 million and favorable changes in deferred income taxes of $93.2 million.

This increase was partially offset by non-cash expense add backs of $286.2 million and a decrease in income taxes payable of $53.1 million.

The non-cash expense was primarily a result of a decrease in amortization of inventory fair value step-up of $155.1 million, the bargain purchase gain of $114.4 million, and a $12.3 million increase in net gain from foreign currency adjustments.

Cash Used in Investing Activities

The higher cash used in investing activities for the six month period ended June 30, 2025, was primarily due to an increased outflow of $235 million in acquisition related costs partially offset by increased sales of marketable securities of $108 million.

The higher cash used in investing activities for the nine month period ended September 30, 2025, was primarily due to an increased outflow of $234.9 million in acquisition related costs and an increase in purchases of marketable securities of $23.7 million, partially offset by increased sales of marketable securities of $106 million.

Cash Used in Financing Activities

The higher net cash used in financing activities for the six month period ended June 30, 2025, was primarily the result of the repayment of the senior convertible notes of $450.0 million and increased repurchases of Class A common stock of $130.7 million, partially offset by decreased payments of business acquisition-related liabilities of $26.1 million.

A discussion of our Cash Flows for the six months ended June 30, 2024, can be found in “ Part I, Item 2.

The higher net cash used in financing activities for the nine month period ended September 30, 2025, was primarily the result of the repayment of the senior convertible notes of $450.0 million and increased repurchases of Class A common stock of $170.7 million, partially offset by decreased payments of business acquisition-related liabilities of $25.8 million.

A discussion of our Cash Flows for the nine months ended September 30, 2024, can be found in “ Part I, Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations:

Results of Operations;

” on our Form 10-Q filed on August 6, 2024 .

” on our Form 10-Q filed on November 5, 2024 .

Contractual Obligations and Commitments

12 unchanged sentences

Forward-looking statements are only predictions and are subject to many risks, uncertainties and other factors that may affect our businesses and operations and could cause actual results to differ materially from those predicted.

growth, our ability to sustain our profitability, demand for our products, our ability to compete successfully (including without limitation our ability to convince surgeons to use our products and our ability to attract and retain sales and other personnel), our ability to rapidly develop and introduce new products, our ability to develop and execute on successful business strategies, our ability to comply with changes and applicable laws and regulations that are applicable to our businesses, our ability to safeguard our intellectual property, our success in defending legal proceedings brought against us, trends in the medical device industry, and general economic conditions, and other risks set forth in this Quarterly Report on Form 10-Q and throughout our Annual Report on Form 10-K for the year ended December 31, 2024 , particularly those set forth under “Item 1.

These risks and uncertainties include, but are not limited to, the risks and costs associated with the integration of the NuVasive business and our ability to successfully integrate and achieve anticipated synergies with the integration, health epidemics, pandemics and similar outbreaks, factors affecting our quarterly results, our ability to manage our growth, our ability to sustain our profitability, demand for our products, our ability to compete successfully (including without limitation our ability to convince surgeons to use our products and our ability to attract and retain sales and other personnel), our ability to rapidly develop and introduce new products, our ability to develop and execute on successful business strategies, our ability to comply with changes and applicable laws and regulations that are applicable to our businesses, our ability to safeguard our intellectual property, our success in defending legal proceedings brought against us, trends in the medical device industry, and general economic conditions, and other risks set forth in this Quarterly Report on Form 10-Q and throughout our Annual Report on Form 10-K for the year ended December 31, 2024 , particularly those set forth under “Item 1.

Business,” “Item 1A.

4 unchanged sentences

Moreover, we operate in an evolving environment.

New risk factors and uncertainties emerge from time to time and it is not possible for us to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

New risk factors and uncertainties emerge from time to time and it is not possible

for us to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Given these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements.

4 unchanged sentences

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 2. Management’s Discussion and Analysis