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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-21 · 85 added, 16 removed, 142 unchanged (42% of the section changed)

4 unchanged sentences

Management’s Annual Report on Internal Control over Financial Reporting

Management of Globus Medical, Inc.

(“Globus”) is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act.

Management of Globus is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management evaluated the internal control over financial reporting of Globus as of December 31, 2022.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (“COSO”).

Our management has performed its assessment of our internal control over financial reporting according to the guidelines established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (“COSO”).

Management excluded NuVasive from its assessment of internal control over financial reporting, as it was not possible to conduct an assessment of NuVasive’s internal control over financial reporting in the period between the Merger date and the date of management’s assessment.

NuVasive accounted for approximately 26% of total assets as of December 31, 2023, and 26% of the total revenue for the year ended December 31, 2023.

Based on the foregoing and as a result of this assessment and based on the criteria in the COSO framework, management has concluded that, as of December 31, 2023, the internal control over financial reporting of Globus was effective.

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Other Information

On December 14, 2023 , David D.

Davidar , Director , adopted a trading arrangement for the sale of securities of the Company’s Class A common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) (a “Rule 10b5-1 Trading Plan”).

Davidar’s Rule 10b5-1 Trading Plan, which has a term ending upon the earlier of March 14, 2025 or the

sale of all shares subject to the plan, provides for the sale of up to 70,000 shares of Class A common stock pursuant to the terms of the plan.

On December 14, 2023 , The Davidar Family Irrevocable Trust , whose shares are beneficially owned by David D.

Davidar , adopted a Rule 10b5-1 Trading Plan.

The Davidar Family Irrevocable Trust’s Rule 10b5-1 Trading Plan, which has a term ending upon the earlier of March 14, 2025 or the sale of all shares subject to the plan, provides for the sale of up to 40,000 shares of Class A common stock pursuant to the terms of the plan.

On December 14, 2023 , Leslie V.

Norwalk , Director , adopted a Rule 10b5-1 Trading Plan to sell $550,000 worth of the Company’s Class A common stock on a date certain after the 90-day cooling-off period set forth in the plan, and, separately, up to 1,000 shares of Company common stock over a period beginning on March 15, 2024 and ending on December 31, 2024, subject to certain conditions .

On December 15, 2023 , Keith W.

Pfeil , the Company’s Chief Operating Officer and Chief Financial Officer , adopted a Rule 10b5-1 Trading Plan.

Pfeil’s Rule 10b5-1 Trading Plan, which has a term ending upon the earlier of March 15, 2025 or the sale of all shares subject to the plan, provides for the sale of up to 99,376 shares of Class A common stock pursuant to the terms of the plan .

Certain information required by Part III is omitted from this Annual Report and will be included in the definitive proxy statement for our 2024 annual meeting of stockholders, which will be filed within 120 days after the end of our fiscal year.

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(b) Exhibits, including those incorporated by reference

Agreement and Plan of Merger, dated as of February 8, 2023, by and among NuVasive, Inc., Globus Medical, Inc.

and Zebra Merger Sub, Inc.

(incorporated by reference to Exhibit 2.1 to Globus Medical, Inc.’s Current Report on Form 8-K filed with the SEC on February 9, 2023)

Amended and Restated Certificate of Incorporation of Globus Medical, Inc.

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Description of Securities of the Registrant.

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).

First Supplemental Indenture, dated as of September 1, 2023, among Globus, NuVasive and the Trustee (incorporated 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).

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)

Globus Medical, Inc.

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and Keith Pfeil (incorporated by reference to Exhibit 10.2 to our Form 10-Q filed on August 5, 2020).

Credit Agreement, dated as of August 6, 2020, by and among Globus Medical, Inc.

and Globus Medical North America, Inc., as borrowers, and Citizens Bank, N.A., as lender (incorporated by reference to Exhibit 10.1 to our Form 8-K filed on August 10, 2020).

First Amendment to Credit Agreement, dated as of August 4, 2021, by and among Globus Medical, Inc., Globus Medical North America, Inc., and Citizens Banks, N.A.

(incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on August 4, 2021).

Second Amendment to Credit Agreement, dated as of August 3, 2022, by and among Globus Medical, Inc., Globus Medical North America, Inc., and Citizens Bank, N.A.

(incorporated by reference to Exhibit 10.1 to our Form 10-Q filed on August 4, 2022).

Globus Medical, Inc.

8 unchanged sentences

2021 Equity Incentive Plan Incentive Stock Option Agreement (incorporated by reference to Exhibit 99.8 to our Form S-8 filed on December, 16, 2021).

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).

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 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).

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 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).

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) (incorporated by reference to Exhibit 10.5 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

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).

Bond Hedge Amendment Agreement, dated as of September 1, 2023, between Barclays Bank PLC and the Company (incorporated by reference to Exhibit 10.18 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Bond Hedge Guarantee Agreement, dated as of September 1, 2023, between Barclays Bank PLC and the Company (incorporated by reference to Exhibit 10.19 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Warrant Amendment Agreement, dated as of September 1, 2023, between Barclays Bank PLC and the Company (incorporated by reference to Exhibit 10.20 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Warrant Guarantee Agreement, dated as of September 1, 2023, between Barclays Bank PLC and the Company (incorporated by reference to Exhibit 10.21 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Bond Hedge Amendment Agreement, dated as of September 1, 2023, between JPMorgan Chase Bank, National Association and the Company (incorporated by reference to Exhibit 10.22 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Bond Hedge Guarantee Agreement, dated as of September 1, 2023, between JPMorgan Chase Bank, National Association and the Company (incorporated by reference to Exhibit 10.23 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Warrant Amendment Agreement, dated as of September 1, 2023, between JPMorgan Chase Bank, National Association and the Company (incorporated by reference to Exhibit 10.24 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Warrant Guarantee Agreement, dated as of September 1, 2023, between JPMorgan Chase Bank, National Association and the Company (incorporated by reference to Exhibit 10.25 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Bond Hedge Amendment Agreement, dated as of September 1, 2023, between Morgan Stanley & Co.

International plc and the Company (incorporated by reference to Exhibit 10.26 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Bond Hedge Guarantee Agreement, dated as of September 1, 2023, between Morgan Stanley & Co.

International plc and the Company (incorporated by reference to Exhibit 10.27 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Warrant Amendment Agreement, dated as of September 1, 2023, between Morgan Stanley & Co.

International plc and the Company (incorporated by reference to Exhibit 10.28 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Warrant Guarantee Agreement, dated as of September 1, 2023, between Morgan Stanley & Co.

International plc and the Company (incorporated by reference to Exhibit 10.29 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Bond Hedge Amendment Agreement, dated as of September 1, 2023, between The Bank of Nova Scotia and the Company (incorporated by reference to Exhibit 10.30 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Bond Hedge Guarantee Agreement, dated as of September 1, 2023, between The Bank of Nova Scotia and the Company (incorporated by reference to Exhibit 10.31 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Warrant Amendment Agreement, dated as of September 1, 2023, between The Bank of Nova Scotia and the Company (incorporated by reference to Exhibit 10.32 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Warrant Guarantee Agreement, dated as of September 1, 2023, between The Bank of Nova Scotia and the Company (incorporated by reference to Exhibit 10.33 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Bond Hedge Amendment Agreement, dated as of September 1, 2023, between Royal Bank of Canada and the Company (incorporated by reference to Exhibit 10.34 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Bond Hedge Guarantee Agreement, dated as of September 1, 2023, between Royal Bank of Canada and the Company (incorporated by reference to Exhibit 10.35 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Warrant Amendment Agreement, dated as of September 1, 2023, between Royal Bank of Canada and the Company (incorporated by reference to Exhibit 10.36 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Warrant Guarantee Agreement, dated as of September 1, 2023, between Royal Bank of Canada and the Company (incorporated by reference to Exhibit 10.37 to Globus Medical, Inc.'s Current Report on Form 10-Q filed with the SEC on November 7, 2023).

Subsidiaries of Globus Medical, Inc.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

Globus Compensation Recoupment Policy

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.

XBRL Taxonomy Extension Schema Document

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XBRL Taxonomy Extension Definition Linkbase Document

The cover page from this Annual Report on Form 10-K, formatted as Inline XBRL.

Filed herein.

Furnished herein.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith.

Furnished herewith.

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.

Form 10-K Summary

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/s/ KEITH PFEIL

Chief Financial Officer

Chief Financial Officer and Chief Operating Officer

Chief Accounting Officer

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/s/ KEITH PFEIL

Chief Financial Officer

Chief Financial Officer and Chief Operating Officer

February 20, 2024

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February 20, 2024

/s/ DANIEL J.

February 20, 2024

/s/ LESLIE V.

February 20, 2024

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-K

Item 9A. Controls and Procedures