GLOBUS MEDICAL INC 10-Q

Item 5. Other Information On September 7, 2023 , Kelly G. Huller , Senior Vice President and General Counsel of the Company, adopted a trading arrangement for the sale of securities of the Company’s Class A common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Ms. Huller’s Rule 10b5-1 Trading Plan, which has a term ending upon the earlier of March 5, 2024 or the sale of all shares subject to the plan, provides for the sale of up to 7,500 shares of Class A common stock pursuant to the terms of the plan. 41 Item 6. Exhibits The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q. Where so indicated, exhibits that were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated in parentheses. 42 Exhibit No. Item 4.4 Form of 0.375% Convertible Senior Note due 2025 (incorporated by reference to NuVasive, Inc.’s Current Report on Form 8-K filed with the SEC on March 2, 2020) 10.1 Indenture, dated as of March 2, 2020, between NuVasive and the Trustee (incorporated by reference to Exhibit 4.1 to NuVasive, Inc.’s Current Report on Form 8-K filed with the SEC on March 2, 2020). 10.2 First Supplemental Indenture, dated as of September 1, 2023, among Globus, NuVasive and the Trustee (incorporated herein by reference to Exhibit 4.2 to Globus Medical, Inc.'s Current Report on Form 8-K filed with the SEC on September 1, 2023). 10.3 Credit Agreement, dated as of September 27, 2023, by and among the Company, U.S. Bank National Association, as administrative agent, Citizens Bank, N.A., as syndication agent, and Royal Bank of Canada, as documentation agent, U.S. Bank National Association and Citizens Bank, N.A. as joint lead arrangers and joint book runners, and the other lenders referred to therein (incorporated herein by reference to Exhibit 10.1 to Globus Medical, Inc.'s Current Report on Form 8-K filed with the SEC on October 2, 2023). 10.4 Guaranty, dated as of September 27, 2023, by and among U.S. Bank National Association, as administrative agent, and NuVasive, Inc., NuVasive Clinical Services Monitoring, Inc. and Branch Medical Group, as guarantors (incorporated herein by reference to Exhibit 10.2 to Globus Medical, Inc.'s Current Report on Form 8-K filed with the SEC on October 2, 2023). 10.5 2014 Equity Incentive Plan (incorporated by reference to Exhibit A to NuVasive Inc.'s Definitive Proxy Statement filed with the Commission on March 27, 2014). 10.6 2015 Ellipse Technologies, Inc. Incentive Award Plan (incorporated by reference to NuVasive Inc.'s Registration Statement on Form S-8 filed with the Commission on February 11, 2016). 10.7 Lease for Sorrento Summit, dated as of August 28, 2017, by and between HCPI/Sorrento, LLC and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on August 29, 2017). 10.8 Confirmation for base call option transaction dated as of February 26, 2020, between Morgan Stanley & Co. International plc and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020). 10.9 Confirmation for base call option transaction dated as of February 26, 2020, between JPMorgan Chase Bank, National Association and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020). 10.10 Confirmation for base call option transaction dated as of February 26, 2020, between Royal Bank of Canada and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020). 10.11 Confirmation for base call option transaction dated as of February 26, 2020, between The Bank of Nova Scotia and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020). 10.12 Confirmation for base call option transaction dated as of February 26, 2020, between Barclays Bank PLC and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020). 10.13 Confirmation for base warrant transaction dated as of February 26, 2020, between Morgan Stanley & Co. International plc and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020). 10.14 Confirmation for base warrant transaction dated as of February 26, 2020, between JPMorgan Chase Bank, National Association and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020). 10.15 Confirmation for base warrant transaction dated as of February 26, 2020, between Royal Bank of Canada and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020). 10.16 Confirmation for base warrant transaction dated as of February 26, 2020, between The Bank of Nova Scotia and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020). 10.17 Confirmation for base warrant transaction dated as of February 26, 2020, between Barclays Bank PLC and the Company (incorporated by reference to NuVasive Inc.'s Current Report on Form 8-K filed with the Commission on March 2, 2020). 43 10.18* Bond Hedge Amendment Agreement, dated as of September 1, 2023, between Barclays Bank PLC and the Company. 10.19* Bond Hedge Guarantee Agreement, dated as of September 1, 2023, between Barclays Bank PLC and the Company. 10.20* Warrant Amendment Agreement, dated as of September 1, 2023, between Barclays Bank PLC and the Company. 10.21* Warrant Guarantee Agreement, dated as of September 1, 2023, between Barclays Bank PLC and the Company. 10.22* Bond Hedge Amendment Agreement, dated as of September 1, 2023, between JPMorgan Chase Bank, National Association and the Company. 10.23* Bond Hedge Guarantee Agreement, dated as of September 1, 2023, between JPMorgan Chase Bank, National Association and the Company. 10.24* Warrant Amendment Agreement, dated as of September 1, 2023, between JPMorgan Chase Bank, National Association and the Company. 10.25* Warrant Guarantee Agreement, dated as of September 1, 2023, between JPMorgan Chase Bank, National Association and the Company. 10.26* Bond Hedge Amendment Agreement, dated as of September 1, 2023, between Morgan Stanley & Co. International plc and the Company. 10.27* Bond Hedge Guarantee Agreement, dated as of September 1, 2023, between Morgan Stanley & Co. International plc and the Company. 10.28* Warrant Amendment Agreement, dated as of September 1, 2023, between Morgan Stanley & Co. International plc and the Company. 10.29* Warrant Guarantee Agreement, dated as of September 1, 2023, between Morgan Stanley & Co. International plc and the Company. 10.30* Bond Hedge Amendment Agreement, dated as of September 1, 2023, between The Bank of Nova Scotia and the Company. 10.31* Bond Hedge Guarantee Agreement, dated as of September 1, 2023, between The Bank of Nova Scotia and the Company. 10.32* Warrant Amendment Agreement, dated as of September 1, 2023, between The Bank of Nova Scotia and the Company. 10.33* Warrant Guarantee Agreement, dated as of September 1, 2023, between The Bank of Nova Scotia and the Company. 10.34* Bond Hedge Amendment Agreement, dated as of September 1, 2023, between Royal Bank of Canada and the Company. 10.35* Bond Hedge Guarantee Agreement, dated as of September 1, 2023, between Royal Bank of Canada and the Company. 10.36* Warrant Amendment Agreement, dated as of September 1, 2023, between Royal Bank of Canada and the Company. 10.37* Warrant Guarantee Agreement, dated as of September 1, 2023, between Royal Bank of Canada and the Company. 31.1* Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32** Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* XBRL Taxonomy Extension Schema Document 101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB* XBRL Taxonomy Extension Label Linkbase Document 101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF* XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. 44 *** Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish on a supplemental basis a copy of the omitted schedules and exhibits to the Commission upon request. SIGNA TURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GLOBUS MEDICAL, INC. Dated: November 7, 2023 /s/ DANIEL T. SCAVILLA Daniel T. Scavilla Chief Executive Officer President (Principal Executive Officer) Dated: November 7, 2023 /s/ KEITH PFEIL Keith Pfeil Chief Financial Officer Chief Accounting Officer Senior Vice President (Principal Financial Officer) 45