What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 266 added, 136 removed, 696 unchanged (37% of the section changed)

35 unchanged sentences

Authorized 500,000,000 shares;

issued and outstanding 112,926,345 and 114,990,219 shares at March 31, 2025 and December 31, 2024, respectively

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

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

Additional paid-in capital

7 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands, except per share amounts)

10 unchanged sentences

Foreign currency transaction gain/(loss)

Bargain purchase gain

Other income/(expense)

28 unchanged sentences

Balance at March 31, 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 June 30, 2025

GLOBUS MEDICAL, INC.

11 unchanged sentences

Exercise of stock options

Comprehensive income/(loss)

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 March 31, 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)

Repurchase and retirement of common stock

Balance at June 30, 2024

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(In thousands)

1 unchanged sentence

Adjustments to reconcile net income to net cash provided by operating activities:

Bargain purchase gain

Acquired in-process research and development

26 unchanged sentences

Acquisition of intangible assets

Proceeds from credit facility

Repayment of borrowings from credit facility

Net cash provided by/(used in) investing activities

23 unchanged sentences

With numerous products launched since the founding of the Company, we offer a comprehensive portfolio of innovative and differentiated technologies that address a variety of musculoskeletal pathologies, anatomies, and surgical approaches.

We are headquartered in Audubon, Pennsylvania, and market and sell our products through our exclusive sales force in the United States, as well as within North, Central & South America, Europe, Asia, Africa and Australia.

We are headquartered in Audubon, Pennsylvania, and market and sell our products through our exclusive sales force in the United States (“U.S.”), as well as within North, Central & South America, Europe, Asia, Africa and Australia.

We sell our products in the U.S.

3 unchanged sentences

and, where applicable, our consolidated subsidiaries.

( 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.

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.

Refer to Note 3, Asset Acquisitions and Business Combinations for further information.

Globus was deemed to be the accounting acquirer of Nevro for accounting purposes under U.S.

Generally Accepted Accounting Principles (“U.S.

Accordingly, prior periods within these condensed consolidated financial statements may not be comparable.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

The accompanying interim unaudited condensed consolidated financial statements have been prepared in conformity with U.S.

Generally Accepted Accounting Principles (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

GAAP for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

Accordingly, certain information and footnote disclosures normally included in complete financial statements prepared in accordance with U.S.

2 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 March 31, 2025, and results of operations for the three months ended March 31, 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 June 30, 2025, and results of operations for the three and six months ended June 30, 2025.

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

10 unchanged sentences

The preparation of the condensed consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and

liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

We base our estimates, in part, on historical experience that management believes to be reasonable under the circumstances.

29 unchanged sentences

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

Three Months Ended

Six Months Ended

(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, all of which have been liquidated as of March 31, 2025.

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.

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

22 unchanged sentences

The fair value of contingent consideration is recorded in business acquisition liabilities on our condensed consolidated balance sheets, and changes in the fair value of contingent consideration are recognized in acquisition-related costs in the condensed consolidated statements of operations and comprehensive income.

The fair value of contingent restricted stock unit (“RSU”) grants are recorded as additional paid-in capital in the consolidated balance sheet on the day of the grant due to the remote likelihood of forfeiture.

The fair value of contingent restricted stock unit grants (“RSUs”) is recorded as additional paid-in capital in the consolidated balance sheet on the day of the grant due to the remote likelihood of forfeiture.

The purchase price of business acquisitions is primarily allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the excess recorded as goodwill.

4 unchanged sentences

The majority of our inventory is finished goods and we utilize both in-house manufacturing and third-party suppliers to produce our products.

We periodically evaluate the carrying value of our inventories in relation to estimated forecasts of product demand, which takes into

consideration the life cycle of product releases.

We periodically evaluate the carrying value of our inventories in relation to estimated forecasts of product demand, which takes into consideration the life cycle of product releases.

When quantities on hand exceed estimated sales forecasts, we record a write-down for such excess inventories.

7 unchanged sentences

We consider qualitative indicators of the fair value of a reporting unit when it is unlikely that a reporting unit has impaired goodwill.

Intangible assets consist of purchased developed technology, customer relationships, in-process research and development (“IPR&D”), supplier network, patents, re-acquired rights, and non-compete agreements.

Intangible assets consist of purchased developed technology, trade names, customer relationships, in-process research and development (“IPR&D”), supplier network, patents, re-acquired rights, and non-compete agreements.

Intangible assets with finite useful lives are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from 1 to 21 years.

5 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 months ended March 31, 2025, there were no impairments in goodwill, finite-lived intangible assets, or IPR&D.

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

(j) Stock -Based Compensation

9 unchanged sentences

The respective fair values of restricted stock units and performance restricted stock units are estimated on the day of grant based on the closing price of the Company’s common stock.

We assumed equity-classified awards for certain NuVasive restricted stock units (“RSUs”), and performance restricted stock units (“PRSUs”), as part of the NuVasive Merger (as defined below).

We assumed equity-classified awards for certain NuVasive RSUs, and performance restricted stock units (“PRSUs”), as part of the NuVasive Merger (as defined below).

These RSUs and PRSUs are measured at the grant date based on the estimated fair value of the award.

12 unchanged sentences

(m) Acquisition-Related Costs

Acquisition-related costs represent the change in fair value of business acquisition-related contingent consideration and specific costs related to the consummation of the acquisition process such as banker fees, legal fees and other acquisition-related professional fees.

The Company incurs certain costs related to acquisition, which include severance, investment banking fees, legal fees, consulting fees, leasehold exit costs, costs related to the Nevro Merger, third-party acquisition costs and contingent consideration fair value adjustments and other costs directly associated with such activities.

Contingent consideration is accrued based on the fair value of the expected payment, and such accruals are subject to increase or decrease based on the assessment of the likelihood that the contingent milestones will be achieved resulting in payment.

If an accrual for contingent consideration decreases based upon the assessment during a particular period, it results in a reduction of costs during such period, which the Company records as a benefit.

(n) Restructuring Costs

Restructuring costs represent costs associated with the 2024 Synergy Plan.

This plan was designed to optimize the organizational structure, merge synergies and leverage the strength of both commercial organizations.

Restructuring costs represent costs associated with the Company’s 2024 Synergy Plan and 2025 Strategic Integration Plan.

These plans were designed to optimize the organizational structure, merge synergies and leverage the strength of both commercial organizations.

As a result of aligning the cost structure of the Company’s businesses and corporate functions with its financial objectives, the Company also recorded employee separation charge and one-time termination benefits.

20 unchanged sentences

In December 2023, the FASB issued ASU No.

2024-04 Debt—Debt with Conversion and Other Options (Subtopic 470-20).

The amendments in this update clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

To account for a settlement of a convertible debt instrument as an induced conversion, an inducement offer is required to provide the debt holder with, at a minimum, the consideration (in form and amount) issuable under the conversion privileges provided in the terms of the instrument.

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

The amendments should be applied prospectively with retrospective applications also permitted.

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

(q) Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU No.

2023-09 , Income Taxes (Topic 740), Improvements to Income Tax Disclosures, to enhance the transparency and decision-making utility of income tax disclosures.

1 unchanged sentence

Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities.

The Company adopted ASU No.

2023-09 as of the fiscal year after 2024.

See Note 14 Income Taxes in the accompanying notes to the consolidated financial statements for further detail.

The Company will adopt ASU No.

2023-09 in our Annual Report on Form 10-K for the year ending December 31, 2025.

(q) Recently Adopted Accounting Pronouncements

In November 2023, the FASB, issued ASU No.

2 unchanged sentences

The Company adopted ASU No.

2023-07 as of fiscal year after 2024.

2023-07 as of January 1, 2024 and the amendment was applied retrospectively.

See Note 18 Segment and Geographic Information in the accompanying notes to the consolidated financial statements for further detail.

18 unchanged sentences

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

Contingent consideration will not be recorded in this asset acquisition until the milestone is met.

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.

Business Combinations

18 unchanged sentences

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

The following table represents net sales by product category as of March 31, 2025 and 2024, respectively:

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

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.

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.

As part of the Nevro Merger, the Company cash settled equity awards for all outstanding Nevro RSUs and performance stock units (“PSUs”) in accordance with the terms of the Merger Agreement.

Of the total consideration for the cash settled equity awards, $ 9.5 million was allocated to the purchase price and $ 15.1 million was deemed compensatory as it was attributable to post acquisition vesting and was expensed on the acquisition date due to cash settlement.

Concurrently with the Nevro Merger, the Nevro Braidwell Term Loans and Braidwell Warrants were paid off, with Globus funding $ 18.5 million of this repayment, which we have determined to be included within the aggregate consideration.

The aggregate consideration in connection with the closing of the Merger was as follows:

(In thousands, except share and per share values)

Nevro shares outstanding as of April 3, 2025

Price paid per share

Total consideration paid for outstanding Nevro Common stock

Repayment of Braidwell Term Loans, Warrants, and other Nevro transaction costs

Fair value of cash settled equity awards

Total purchase price

We accounted for the Nevro Merger using the acquisition method of accounting, which requires Nevro’s assets and liabilities to be recorded on our balance sheet at fair value as of the acquisition date.

We will complete a final determination of the fair value of certain assets and liabilities within the one-year measurement period from the date of the acquisition as required by FASB ASC Topic 805, “Business Combinations”.

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:

(In thousands)

Preliminary Purchase Price Allocation as of April 3, 2025

Current assets (excluding accounts receivable and inventories)

Accounts receivable

Property and equipment

Operating lease right of use assets

Intangible assets

Other long-term assets

Deferred income taxes

Current Liabilities (excluding operating lease liabilities)

Operating lease liabilities, including current portion

Total liabilities

Fair value of acquired identifiable assets and liabilities

Purchase price

Bargain purchase gain

The excess fair value of the net assets acquired over the purchase price resulted in the recognition of a bargain purchase gain and was recorded in the bargain purchase gain on the condensed consolidated statements of operations and comprehensive income.

The gain on bargain purchase occurred primarily due to the recognition of the deferred tax assets.

The deferred tax assets were comprised primarily of pre-acquisition federal net operating loss carryforwards with an indefinite carryforward period.

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.

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

Details of our valuation methodology and significant inputs for fair value measurements are included below.

The fair value measurements for property and equipment and intangible assets are based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements.

The preliminary fair value of work-in-process and finished goods inventory utilizes a sales comparison approach which estimates the selling price of the inventory in completed condition less costs of disposal and a reasonable profit allowance for the selling effort.

The preliminary fair value of property and equipment utilizes a combination of the cost approach, income approach, and sales comparison approach less amounts for capitalized research and development costs existing on Nevro’s closing balance sheet.

The preliminary fair value of the identifiable intangible assets was determined using variations of the income approach, namely the multi-period excess earnings and relief from royalty methodologies.

The most significant assumptions applied in the development of the intangible asset fair values include:

the amount and timing of future cash flows, the selection of discount and royalty rates, and the assessment of the asset’s economic life.

These estimates and assumptions are subject to change within the measurement period, which is up to 12 months after the acquisition date.

The allocation of the purchase price for this acquisition has been prepared on a preliminary basis and changes to the allocation of certain assets and liabilities may occur as additional information becomes available.

The primary component of the purchase price that is not yet finalized is related to income taxes and the recognition of deferred tax assets.

The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives.

The following table summarizes the estimated fair value of Nevro’s identifiable intangible assets acquired and their remaining amortization period (in years):

Fair Value as of

(In thousands)

June 30, 2025

Developed Technology

Customer Relationships

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:

Three Months Ended

Six Months Ended

(In thousands)

3 unchanged sentences

MARKETABLE SECURITIES

As of March 31, 2025, the Company had no holdings of short-term or long-term 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:

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FAIR VALUE MEASUREMENTS

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

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

(In thousands)

9 unchanged sentences

Government, federal agency, and other sovereign obligations

Senior Convertible Notes due 2025

Bifurcated Conversion Option of the Senior Convertible Notes due 2025

Business acquisition liabilities

10 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 months ended March 31, 2025 and 2024, respectively included the following:

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:

Three Months Ended

Six Months Ended

(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 March 31, 2025 and December 31, 2024, respectively:

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

(In thousands)

3 unchanged sentences

Total inventories

During the three months ended March 31, 2025 and 2024, net adjustments to cost of sales related to excess and obsolete inventory were $ 6.0 million and $ 3.9 million, respectively.

The net adjustments for the three months ended March 31, 2025 and 2024 reflect a combination of additional expense for excess and obsolete related provisions ($ 10.2 million and $ 5.2 million, respectively) offset by sales and disposals ($ 4.2 million and $ 1.3 million, respectively) of inventory for which an excess and obsolete provision was provided previously through expense recognized in prior periods.

As part of the Nevro Merger, a step up in the value of inventory of $ 17.9 million was recorded, which was composed of $ 2.7 million for work in process and $ 15.2 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.

PROPERTY AND EQUIPMENT

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

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

(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 months ended March 31, 2025 and 2024 respectively:

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

Three Months Ended

Six Months Ended

(In thousands)

GOODWILL AND INTANGIBLE ASSETS

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

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:

(In thousands)

3 unchanged sentences

December 31, 2024

Additions and adjustments

Foreign exchange

March 31, 2025

Intangible assets as of March 31 2025 included the following:

March 31, 2025

June 30, 2025

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

June 30, 2025

(In thousands)

‎ Amortization

Customer relationships & other intangibles

5 unchanged sentences

‎ Amortization

Customer relationships & other intangibles

1 unchanged sentence

Total intangible assets

The following table summarizes amortization of intangible assets for future periods as of March 31, 2025 :

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

(In thousands)

1 unchanged sentence

ACCRUED EXPENSES

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

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

(In thousands)

3 unchanged sentences

Total accrued expenses

The carrying values of the Company’s 2025 Notes (as defined below), acquired in the NuVasive Merger, as of March 31, 2025, and December 31, 2024, respectively, were as follows:

(In thousands)

0.375 % Senior Convertible Notes due 2025:

Unamortized fair value adjustment for acquisition accounting

0.375 % Senior Convertible Notes due 2025

Embedded Conversion Option

Debt, net of unamortized fair value adjustments for acquisition accounting

Three Months Ended

(In thousands)

Interest expense:

Contractual coupon interest

Amortization of fair value adjustments for acquisition accounting

Total interest expense recognized on Senior Convertible Notes due 2025

Effective interest rates:

Senior Convertible Notes due 2025

Line of Credit

3 unchanged sentences

We may request an increase in the revolving commitments in an aggregate amount not to exceed (i) $ 200 million or (ii) so long as the Leverage Ratio (as defined in the September 2023 Credit Agreement) is at least 0.25 to 1.00 less than the applicable Leverage Ratio then required under the September 2023 Credit Agreement, an unlimited amount.

Revolving Loans under the September 2023 Credit Agreement bear interest at either a base rate or the Term SOFR Rate (as defined in the Revolving Credit Facility) plus, in each case, an applicable margin, as determined in accordance with the provisions of the September 2023 Credit Agreement.

The Applicable Margin ranges from 0.125 % to 0.625 % for the Base Rate and 1.125 % to 1.625 % for the Term SOFR Rate.

Revolving Loans under the September 2023 Credit Agreement bear interest at either a base rate or the Term SOFR Rate (as defined in the September 2023 Credit Agreement) plus, in each case, an applicable margin, as determined in accordance with the provisions of the September 2023 Credit Agreement.

The Applicable Margin ranges from 0.125 % to 0.625 % for the Base Rate (as defined in the September 2023 Credit Agreement) and 1.125 % to 1.625 % for the Term SOFR Rate.

We may also request Swingline Loans (as defined in the September 2023 Credit Agreement) at either the Base Rate or the Daily Term SOFR Rate.

1 unchanged sentence

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

As of March 31, 2025, we have no t borrowed under the September 2023 Credit Agreement and we were in compliance with all covenants.

As of June 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

On September 1, 2023, in connection with the closing of the NuVasive Merger, the Company, NuVasive and Wilmington Trust National Association, as trustee (the “Trustee”) entered into a supplemental agreement (the “First Supplemental Indenture”) to the Indenture, dated March 2, 2020 (the “Base Indenture”), by and between NuVasive and the Trustee, relating to NuVasive’s $ 450.0 million in aggregate principal amount of 0.375 % Convertible Senior Notes due 2025 (the “2025 Notes”).

On March 15, 2025, the $ 450.0 million in remaining aggregate principal amount of the 2025 0.375 % Convertible Senior Notes was paid off, net of an immaterial number of converted units that were settled in cash.

The amendment and guarantee agreements with respect to privately negotiated call option transactions entered into on September 1, 2023 among the Company, NuVasive and certain dealers expired with zero value on the second scheduled trading day immediately preceding March 15, 2025.

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.

2025 Warrants

On September 1, 2023, in connection with the closing of the NuVasive Merger , the Company, NuVasive, and certain dealers entered into amendment and guarantee agreements with respect to privately negotiated warrant transactions (“2025 Warrants”), pursuant to which NuVasive sold warrants to such dealers for its own common stock in connection with the initial sale of the 2025 Notes.

Pursuant to such amendment and guarantee agreements, the warrants are exercisable into Globus Class A Common (as defined below) in certain circumstances and the Company guaranteed NuVasive’s obligations under the 2025 Warrants.

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

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

Pursuant to such amendment and guarantee agreements, the warrants are exercisable into the Company’s Class A Common (as defined below) in certain circumstances and the Company guaranteed NuVasive’s obligations under the 2025 Warrants.

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, 3,075,210 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.

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.

5 unchanged sentences

On September 27, 2023, the share repurchase program was expanded by authorizing the Company to repurchase an additional $ 350.0 million of the Company’s Class A Common.

On May 15, 2025, the share repurchase program was expanded by authorizing the Company to repurchase an additional $ 500.0 million of the Company’s Class A Common.

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

The Company repurchased 2.4 million shares under this program at an average price of $ 77.91 , for a total dollar amount of $ 190.3 million during the three months ended March 31, 2025.

As of March 31, 2025, the Company has no remaining authorization to repurchase the Company’s Class A Common.

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.

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.

2 unchanged sentences

Our amended and restated Certificate of Incorporation provides for a total of 775,000,000 authorized shares of common stock.

Of the authorized number of shares of common stock, 500,000,000 shares are designated as Class A Common, and 275,000,000 shares are designated as Class B common stock (“Class B Common”).

Of the authorized number of shares of common stock, 500,000,000 shares are designated as Class A Common, and 275,000,000 shares are designated as the Company’s Class B common stock (“Class B Common”).

The holders of Class A Common are entitled to one vote for each share of Class A Common held.

6 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 March 31, 2025 and 2024, respectively:

(In thousands)

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Other comprehensive income/(loss), net of tax

Accumulated other comprehensive income/(loss), net of tax, at March 31, 2025

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

(In thousands)

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Other comprehensive income/(loss), net of tax

Accumulated other comprehensive income/(loss), net of tax, at March 31, 2024

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

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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 year ended March 31, 2025 and 2024, respectively:

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:

Three Months Ended

Six Months Ended

(In thousands, except per share amounts)

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our 2012 Equity Incentive Plan (the “2012 Plan”) and our 2021 Equity Incentive Plan (the “2021 Plan”), the NuVasive 2014 Equity Incentive Plan (the “NuVasive 2014 Plan”), and the Ellipse Technologies 2015 Incentive Award Plan (the “Ellipse 2015 Plan”).

The 2021 Plan, the Ellipse 2015 Plan are the only active stock plans.

The 2021 Plan and the Ellipse 2015 Plan are the only active stock plans.

The purpose of the 2012 Plan was, and of the 2021 Plan is, to provide incentive to employees, directors, and consultants of Globus.

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

As of March 31, 2025, pursuant to the 2021 Plan, the NuVasive 2014 Plan, and the Ellipse 2015 Plan (collectively, the “Plans”), there were 10,903,345 shares, 168,414 shares, and 357,897 shares, respectively, of Class A Common reserved and 2,552,463 shares, no shares, and 299,780 shares, respectively, of Class A Common available for future grants.

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.

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 three months ended March 31, 2025 is summarized as follows:

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

‎ Shares (thousands)

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Outstanding at December 31, 2024

Outstanding at March 31, 2025

Exercisable at March 31, 2025

Expected to vest at March 31, 2025

The total intrinsic value of stock options exercised was $ 12.2 million and $ 2.8 million during the three months ended March 31, 2025, and 2024, respectively.

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.

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:

Three Months Ended

Six Months Ended

Risk-free interest rate

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Expected dividend yield

The weighted average grant date fair value of stock options granted during the three months ended March 31, 2025, and 2024 was $ 36.4 and $ 20.90 per share, respectively.

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.

Restricted Stock Units

Restricted stock unit activity during the three months ended December 31, 2025 and March 31, 2025, respectively, is summarized as follows:

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

Restricted Stock

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Outstanding at December 31, 2024

Outstanding at March 31, 2025

Outstanding at June 30, 2025

Performance-Based Restricted Stock Units

Performance-based restricted stock unit activity during the three months ended December 31, 2024 and March 31, 2025, respectively, is summarized as follows:

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

Performance-Based Restricted Stock

4 unchanged sentences

Outstanding at December 31, 2024

Outstanding at March 31, 2025

Outstanding at June 30, 2025

Stock-Based Compensation

Compensation expense related to stock options granted to employees and non-employees under the Plans during the three months ended March 31, 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 six months ended June 30, 2025 and 2024, respectively, was as follows:

Three Months Ended

Six Months Ended

(In thousands)

Stock-based compensation expense

Stock-based compensation expense classified in Acquisition-Related Costs

Net stock-based compensation capitalized into inventory

Total stock-based compensation cost

As of March 31, 2025, there was $ 130.6 million of unrecognized compensation expense related to unvested employee stock options, RSUs, and PRSUs that vest over a weighted average period of 2.92 years.

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.

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.

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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 months ended March 31, 2025 and 2024, respectively:

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:

Three Months Ended

Six Months Ended

Effective income tax rate

For the three months ended March 31, 2025, the increase in the effective tax rate was due primarily to income before taxes of $ 103.7 million as compared to a loss of $ 8.6 million for the three months ended March 31, 2024, and one-time tax adjustments as a percentage of income/(loss) before taxes.

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 .

RESTRUCTURING AND OTHER COSTS

The Company recorded employee termination benefits as a part of the 2024 Synergy Plan.

The Company recorded employee termination benefits as a part of the 2024 Synergy Plan and 2025 Strategic Integration Plan.

The 2024 Synergy Plan was designed to optimize the organizational structure of Globus by reducing the size of our workforce.

Impacted employees were notified during January 2024 and July 2024.

Impacted employees were notified during the first and third quarters of 2024 and the second quarter of 2025.

The 2025 Strategic Integration Plan was implemented to streamline operations.

Impacted employees were notified during the second quarter of 2025.

Totals include stock-based compensation expense, classified in accordance with ASC Topic 420, Exit or Disposal Cost Obligations, where applicable.

The following table provides a summary of recognized pre-tax costs for the three months ended March 31, 2025 and 2024, respectively:

Three Months Ended

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:

Three Months Ended

Six Months Ended

(In thousands)

March 31, 2025

March 31, 2024

Cost of Sales

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Total restructuring and other costs

The following table provides a summary of activity related to the restructuring program for the three months ended March 31, 2025 and 2024, respectively:

Three Months Ended

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:

Three Months Ended

Six Months Ended

(In thousands)

March 31, 2025

March 31, 2024

Beginning Balance

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Settled non-cash (a)

March 31, 2025

Ending Balance

(a) Represents share-based compensation settled without cash payments.

The 2025 Strategic Integration Plan

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:

Three Months Ended

(In thousands)

June 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:

Three Months Ended

(In thousands)

June 30, 2025

Beginning Balance

Foreign currency impact

Ending Balance

The Company leases certain equipment, vehicles, office and storage facilities via various operating and financing lease agreements.

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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 March 31, 2025 and December 31, 2024, respectively, were as follows :

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

(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 months ended March 31, 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 six months ended June 30, 2025 and 2024, respectively :

Three Months Ended

Six Months Ended

(In thousands)

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Total lease expense

Future minimum lease payments under non-cancellable leases as of March 31, 2025, are as follows:

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

(In thousands)

Remaining 2025

Total minimum lease payments

3 unchanged sentences

Long-term lease obligations

The table below summarizes the Company’s supplemental cash flow information and assumptions used for the three months ended March 31, 2025 and 2024, respectively :

Three Months Ended

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

(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 March 31, 2025 .

Pimenta Litigation

On April 2, 2018, Dr.

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.

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

Pimenta for breach of contract alleging that Dr.

Pimenta improperly provided inventions to Alphatec Holdings, Inc., a competitor of NuVasive, without granting NuVasive the right of first negotiation under the Agreement.

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.

Warranty Obligations

With the Nevro Merger, the Company acquired warranty obligations that provide a limited one - to five -year warranty and warrants that its products will operate substantially in conformity with product specifications.

The Company records an estimate for the provision for warranty claims in cost of revenue when the related revenues are recognized.

This estimate is based on historical and anticipated rates of warranty claims, the cost per claim and the number of units sold.

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:

Three Months Ended

Six Months Ended

(In thousands)

Beginning Balance

Acquired in Nevro Merger

Provision for Warranty

Ending Balance

SEGMENT AND GEOGRAPHIC INFORMATION

Operating segments are defined as components of an enterprise about which separate financial information is available that are evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance.

Operating segments are defined as components of an enterprise for which separate financial information is available that are evaluated regularly by the CODM in deciding how to allocate resources and in assessing performance.

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.

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.

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

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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 months ended March 31, 2025, and 2024, respectively:

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:

Three Months Ended

Cost of goods sold

Six Months Ended

Cost of Sales and Operating expenses:

Cost of sales

Amortization of inventory fair value step-up (a)

Depreciation cost of goods sold

Research & development employee related cost

Research & development other (b)

Selling, general & administrative employee related cost

Selling, general & administrative other (c)

Depreciation related to cost of sales

Research and development employee-related cost

Research and development other (b)

Selling, general and administrative employee-related cost

Selling, general and administrative other (c)

Provision for litigation

Acquisition-related costs

Amortization of intangibles

Other segment expenses (d)

Operating income

Interest income (expense)

FX transactional gain (loss)

Income before taxes

(a) Amounts primarily related to inventory step up associated with NuVasive Merger

Operating income/(Loss)

Interest income/ (expense), net

Foreign currency transactional gain/(loss)

Bargain purchase gain

Income/(loss) before income taxes

(a) Amounts primarily related to inventory step up associated with the NuVasive and Nevro Mergers

(b) Amounts include In-Process Research & Development and other non-employee related costs

(d) Amounts 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 months ended March 31, 2025 and 2024, respectively :

(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 :

Three Months Ended

Six Months Ended

(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 March 31, 2025 and 2024, respectively:

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:

Property and Equipment, Net

3 unchanged sentences

SUBSEQUENT EVENTS

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

The Nevro Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Palmer Merger Sub merged with and into Nevro (the “Nevro Merger”), with Nevro surviving the merger as a wholly owned subsidiary of the Company.

Under the Nevro Merger Agreement, at the effective time of the Nevro Merger (the “Effective Time”), each share of common stock, par value $ 0.001 per share, of Nevro (“Nevro Common Stock”) issued and outstanding immediately prior to the Effective Time (other than certain excluded shares as described in the Nevro Merger Agreement) was cancelled and converted into the right to receive cash in an amount equal to $ 5.85 per share of Nevro Common Stock.

The transaction represented a total equity value of approximately $ 250 million.

On April 3, 2025, the Nevro Merger closed after the approval of Nevro’s shareholders and regulatory review.

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