27 unchanged sentences
Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
13 unchanged sentences
• We tested the mathematical accuracy of management’s calculations.
+Added: Business Combinations – Nevro Merger — Refer to Notes 1 and 3 to the financial statements
+Added: Critical Audit Matter Description
+Added: On April 3, 2025, the Company completed its merger with Nevro Corp.
+Added: ( “Nevro Merger”) with Nevro Corp.
+Added: surviving as a wholly owned subsidiary of the Company, for total consideration of approximately $252.5 million.
+Added: Management accounted for the acquisition as a business combination using the acquisition method of accounting.
+Added: The most significant items recorded included deferred income tax assets of $144.9 million, inventories of $116.8 million, intangible assets of $56.0 million, and resulting bargain purchase gain of $117.7 million.
+Added: Management utilized third-party valuation specialists to assist in the determination of the fair value of the assets acquired.
+Added: The methods used to estimate the fair value involved significant assumption.
+Added: The principal considerations for our determination that performing procedures relating to the accounting for this transaction is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the assets acquired;
+Added: (ii) a higher degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management's fair value estimates of the assets acquired;
+Added: and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
+Added: How the Critical Audit Matter Was Addressed in the Audit
+Added: Our audit procedures related to the Nevro Merger included the following, among others:
+Added: • We read the agreement and plan of merger.
+Added: • We tested the effectiveness of controls relating to the purchase price allocation, including controls over management’s valuation of the assets acquired and liabilities acquired.
+Added: • We evaluated the appropriateness of the valuation methods and completeness and accuracy of inputs for fair value measurements used to develop estimates of assets and liabilities acquired.
+Added: • We tested the accuracy of the purchase price allocation and bargain purchase gain recorded.
+Added: • We utilized professionals with specialized skills and knowledge to assist in evaluating the appropriateness of the valuation methods and the reasonableness of the significant inputs for fair value measurements.
/s/ DELOITTE & TOUCHE LLP
9 unchanged sentences
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 24, 2026, expressed an unqualified opinion on those financial statements.
+Added: As described in Management’s Annual Report on Internal Controls over Financial Reporting, management excluded Nevro from its assessment of internal control over financial reporting, which was acquired on April 3, 2025, and whose financial statements constitute approximately 8.5% of total assets and 10.0% of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2025.
+Added: Accordingly, our audit did not include the internal control over financial reporting at Nevro.
Basis for Opinion
20 unchanged sentences
CONSOLIDATED BALANCE SHEETS
+Added: December 31, December 31,
(In thousands, except share and per share values) 2025 2024
3 unchanged sentences
Accounts receivable, net of allowances of $ 33,434 and $ 15,505 , respectively
+Added: 678,938 557,697
+Added: Inventories 759,277 659,233
Prepaid expenses and other current assets 65,426 49,640
1 unchanged sentence
Total current assets 2,125,611 2,177,260
−Removed: Property and equipment, net of accumulated depreciation of $ 545,786 and $ 425,695 , respectively
+Added: Property and equipment, net 564,452 561,909
Operating lease right of use assets 63,786 49,647
1 unchanged sentence
Intangible assets, net 745,064 795,117
+Added: Goodwill 1,435,033 1,432,387
+Added: Other assets 78,781 75,096
Deferred income taxes 218,215 94,200
+Added: Total assets $ 5,302,761 $ 5,251,750
LIABILITIES AND EQUITY
10 unchanged sentences
Operating lease liabilities 103,918 83,588
−Removed: Senior convertible notes
Deferred income taxes and other tax liabilities 23,756 23,889
13 unchanged sentences
Retained earnings 1,387,957 1,152,813
+Added: Total equity 4,573,250 4,177,333
Total liabilities and equity $ 5,302,761 $ 5,251,750
4 unchanged sentences
(In thousands, except per share amounts) 2025 2024 2023
+Added: Net sales $ 2,938,931 $ 2,519,355 $ 1,568,476
Cost of Sales and Operating expenses:
2 unchanged sentences
Selling, general and administrative 1,178,498 981,362 643,844
−Removed: Provision for litigation, net
Amortization of intangibles 118,194 119,373 51,032
5 unchanged sentences
Foreign currency transaction gain/(loss) ( 3,006 ) ( 43,285 ) 14,259
+Added: Bargain purchase gain 117,704 — —
Other income/(expense) 3,413 2,205 ( 2,138 )
9 unchanged sentences
Earnings per share:
+Added: Basic $ 3.98 $ 0.76 $ 1.09
+Added: Diluted $ 3.92 $ 0.75 $ 1.07
Weighted average shares outstanding:
+Added: Basic 135,215 135,726 113,087
+Added: Diluted 137,056 137,863 114,630
See accompanying notes to consolidated financial statements.
2 unchanged sentences
CONSOLIDATED STATEMENTS OF EQUITY
−Removed: Common Stock
−Removed: Common Stock
−Removed: Additional paid-in
−Removed: Accumulated other comprehensive
−Removed: (In thousands)
−Removed: income/(loss)
+Added: Common Stock Class B
+Added: Common Stock Additional paid-in
+Added: capital Accumulated other comprehensive
+Added: income/(loss) Retained
+Added: earnings Total
+Added: (In thousands) Shares $ Shares $
Balance at December 31, 2024 114,990 $ 115 22,430 $ 22 $ 3,031,244 $ ( 6,861 ) $ 1,152,813 $ 4,177,333
7 unchanged sentences
See accompanying notes to consolidated financial statements.
−Removed: Common Stock
−Removed: Common Stock
−Removed: Additional paid-in
−Removed: Accumulated other comprehensive
−Removed: (In thousands)
−Removed: income/(loss)
+Added: Common Stock Class B
+Added: Common Stock Additional paid-in
+Added: capital Accumulated other comprehensive
+Added: income/(loss) Retained
+Added: earnings Total
+Added: (In thousands) Shares $ Shares $
Balance at December 31, 2023 113,906 $ 114 22,430 $ 22 $ 2,870,749 $ ( 10,192 ) $ 1,137,266 $ 3,997,959
3 unchanged sentences
Issuance of Class A common stock under employee and director equity option plans, net 261 — — — ( 6,729 ) — — ( 6,729 )
−Removed: Issuance of equity for NuVasive Merger
Comprehensive income/(loss) — — — — — 3,331 102,984 106,315
2 unchanged sentences
See accompanying notes to consolidated financial statements
−Removed: Common Stock
−Removed: Common Stock
−Removed: Additional paid-in
−Removed: Accumulated other comprehensive
−Removed: (In thousands)
−Removed: income/(loss)
+Added: Common Stock Class B
+Added: Common Stock Additional paid-in
+Added: capital Accumulated other comprehensive
+Added: income/(loss) Retained
+Added: earnings Total
+Added: (In thousands) Shares $ Shares $
Balance at December 31, 2022 77,762 $ 78 22,430 $ 22 $ 630,952 $ ( 24,630 ) $ 1,239,951 $ 1,846,373
2 unchanged sentences
Exercise of stock options 387 — — — 12,396 — — 12,396
+Added: Issuance of Class A common stock under employee and director equity option plans, net 273 — — — ( 11,409 ) — — ( 11,409 )
+Added: Issuance of equity for NuVasive Merger 39,813 40 — — 2,184,112 — — 2,184,152
Comprehensive income/(loss) — — — — — 14,438 122,873 137,311
7 unchanged sentences
Cash flows from operating activities:
+Added: Net income $ 537,868 $ 102,984 $ 122,873
Adjustments to reconcile net income to net cash provided by operating activities:
+Added: Bargain purchase gain ( 117,704 ) — —
Acquired in-process research and development — 12,613 —
Depreciation and amortization 276,842 253,389 145,526
−Removed: Amortization of premiums on marketable securities
Provision for excess and obsolete inventory 22,119 23,359 10,959
−Removed: Amortization of inventory fair value step-up
−Removed: Amortization of 2025 Notes fair value step-up
+Added: Amortization of acquisition accounting fair value step-up 26,112 242,050 79,832
Stock-based compensation expense 49,779 54,191 52,742
7 unchanged sentences
Accounts receivable ( 52,182 ) ( 78,062 ) ( 49,914 )
+Added: Inventories ( 17,598 ) ( 29,860 ) ( 70,328 )
Prepaid expenses and other assets 11,132 1,059 1,148
10 unchanged sentences
Acquisition of businesses, net of cash acquired and purchases of intangible and other assets ( 252,546 ) ( 17,635 ) ( 296,028 )
+Added: Acquisition of intangible assets ( 9,746 ) — —
Net cash provided by/(used in) investing activities ( 355,014 ) ( 176,051 ) 302,968
4 unchanged sentences
Repurchase of common stock ( 300,451 ) ( 85,787 ) ( 225,562 )
+Added: Repayment of senior convertible notes ( 449,985 ) — —
Net cash provided by/(used in) financing activities ( 679,160 ) ( 27,696 ) ( 231,821 )
8 unchanged sentences
Accrued purchases of property and equipment $ 13,454 $ 9,281 $ 7,100
+Added: In accordance with the adoption of ASU No.
+Added: 2023-09, Income Taxes (Topic 740) (as defined in Note 2, Summary of Significant Accounting Policies in “Recently Issued Accounting Pronouncements”), the Company included a table disaggregating income taxes paid by jurisdiction.
+Added: The Company adopted the standard as of January 1, 2025, with amendments applied prospectively.
+Added: See Note 14, Income Taxes , for additional information.
+Added: (In thousands) 2025
+Added: Supplemental cash flow information:
+Added: Federal $ 65,374
+Added: Foreign 24,261
+Added: Australia 9,996
+Added: Other Foreign Entities 14,265
+Added: Total cash paid for income taxes (net of refunds) $ 98,916
See accompanying notes to consolidated financial statements.
+Added: Table of Content
GLOBUS MEDICAL, INC.
14 unchanged sentences
On September 1, 2023, pursuant to that certain merger agreement (the “NuVasive Merger Agreement”) with NuVasive, Inc.
−Removed: (“NuVasive”) and Zebra Merger Sub Inc.
−Removed: (“Merger Sub”), Merger Sub, a wholly owned subsidiary of the Company, merged with and into NuVasive, with NuVasive surviving as a wholly owned subsidiary of the Company (the “NuVasive Merger”) .
−Removed: Upon the consummation of the NuVasive Merger, each issued and outstanding share of common stock of NuVasive, $ 0.001 par value per share, was converted into 0.75 fully paid and non-assessable shares of the Company’s Class A common stock (“Class A Common”), and the right to receive cash in lieu of fractional shares.
+Added: (“NuVasive”) and Zebra Merger Sub Inc., a wholly owned subsidiary of the Company (“Zebra Merger Sub”), Zebra Merger Sub merged with and into NuVasive, with NuVasive surviving as a wholly owned subsidiary of the Company (the “NuVasive Merger”).
+Added: Under the NuVasive Merger Agreement, each issued and outstanding share of common stock of NuVasive, $ 0.001 par value per share, was converted into 0.75 fully paid and non-assessable shares of the Company’s Class A common stock (“Class A Common”), and the right to receive cash in lieu of fractional shares.
Refer to Note 3, Asset acquisitions and Business Combinations for further information.
2 unchanged sentences
Accordingly, prior periods within these consolidated financial statements may not be comparable.
+Added: (c) Nevro Merger
+Added: On February 6, 2025, the Company entered into that certain merger agreement (the “Nevro Merger Agreement”) with Nevro Corp.
+Added: (“Nevro”) and Palmer Merger Sub, Inc., a wholly owned subsidiary of the Company (“Palmer Merger Sub”).
+Added: On April 3, 2025, pursuant to the terms of the Nevro Merger Agreement, Palmer Merger Sub merged with and into Nevro (the “Nevro Merger” and, together with the NuVasive Merger, the “NuVasive and Nevro Mergers”), with Nevro surviving as a wholly owned subsidiary of the Company.
+Added: 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 common stock of Nevro, without interest and subject to any applicable withholding taxes.
+Added: Refer to Note 3, Asset Acquisitions and Business Combinations for further information.
+Added: Globus was deemed to be the accounting acquirer of Nevro for accounting purposes under U.S.
+Added: Accordingly, prior periods within these consolidated financial statements may not be comparable.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
4 unchanged sentences
All intercompany balances and transactions are eliminated in consolidation.
+Added: Table of Conten t s
+Added: GLOBUS MEDICAL, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Variable Interest Entities
4 unchanged sentences
The creditors of the PCs have claims only to the assets of the PCs, which are not material, and the assets of the PCs are not available to the Company.
−Removed: GLOBUS MEDICAL, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(c) Use of Estimates
7 unchanged sentences
(d) Revenue Recognition
−Removed: In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, the Company recognizes revenue upon the transfer of goods or services to a customer at an amount that reflects the expected consideration to be received in exchange for those goods or services.
+Added: In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenue upon the transfer of goods or services to a customer at an amount that reflects the expected consideration to be received in exchange for those goods or services.
The principles in ASC 606 are applied using the following five steps:
9 unchanged sentences
The majority of our Musculoskeletal Solutions contracts have a single performance obligation and revenue is recognized at a point in time.
−Removed: For our IONM services, revenue is recognized in the period the service is performed, which can be either at a point in time or over time, depending on how the performance obligation is defined for the amount of consideration expected to be received.
−Removed: Our policy is to classify shipping and handling costs billed to customers as sales and the related expenses as cost of sales.
+Added: For our neuromonitoring services, revenue is recognized in the period the service is performed, which can be either at a point in time or over time, depending on how the performance obligation is defined for the amount of consideration expected to be received.
Our Enabling Technologies products are advanced hardware and software systems, and related technologies, that are designed to enhance a surgeon’s capabilities and streamline surgical procedures by making them less invasive, more accurate, and more reproducible to improve patient care.
The majority of our Enabling Technologies product contracts contain multiple performance obligations, including maintenance and support, and revenue is recognized as we fulfill each performance obligation, generally at the point in time in which the obligation is fulfilled.
−Removed: When contracts have multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract .
+Added: When a contract has multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract.
Revenue associated with products holding rights of return or trade-in are recognized when the Company concludes there is not a risk of significant revenue reversal in future periods for the expected consideration in the transaction.
4 unchanged sentences
For all other Musculoskeletal Solutions product transactions, we recognize revenue when we transfer control, which is generally when we transfer the title to the goods, provided there are no remaining performance obligations that can affect the customer’s final acceptance of the sale.
−Removed: For Musculoskeletal Solutions service transactions, we recognize revenue in the period the service is performed for the amount of consideration expected to be received.
+Added: For Musculoskeletal Solutions service transactions, we recognize revenue in the
+Added: Table of Conten t s
+Added: GLOBUS MEDICAL, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: period the service is performed for the amount of consideration expected to be received.
In certain cases, we offer the ability for customers to lease surgical instrumentation primarily on a non-sales type basis.
3 unchanged sentences
In certain cases, we offer the ability for customers to lease enabling technologies primarily on a non-sales type basis.
−Removed: GLOBUS MEDICAL, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Contract Balances
3 unchanged sentences
Maintenance and support services are generally invoiced annually, at the beginning of each contract period, and revenue is recognized ratably over the maintenance period.
−Removed: (In thousands)
+Added: Our contract liabilities of $ 36.9 million and $ 31.8 million as of December 31, 2025 and 2024, respectively, are classified within deferred revenue and other liabilities on our Consolidated Balance Sheet based on the timing of when we expect to complete performance obligations.
+Added: The changes to contract liabilities related to deferred revenue for the year are as follows:
+Added: (In thousands) December 31, 2025
Beginning contract liabilities $ 31,809
11 unchanged sentences
(g) Marketable Securities
−Removed: Our marketable securities include municipal bonds, corporate debt securities, commercial paper, asset-backed securities, and securities of government, federal agency, and other sovereign obligations and are classified as available-for-sale as of December 31, 2024 and 2023.
+Added: Our marketable securities include municipal bonds, corporate debt securities, commercial paper, asset-backed securities, securities of government, federal agency, and other sovereign obligations and are classified as available-for-sale as of December 31, 2025 and 2024.
Short-term and long-term marketable securities are recorded at fair value on our consolidated balance sheets.
−Removed: Any change in fair value of our available-for-sale securities, that do not result in recognition or reversal of an allowance for credit loss or write-down, are recorded, net of taxes, as a component of accumulated other comprehensive income or loss on our consolidated balance sheets.
+Added: Any change in fair value of our available-for-sale securities, that does not result in recognition or reversal of an allowance for credit loss or write-down, is recorded, net of taxes, as a component of accumulated other comprehensive income or loss on our consolidated balance sheets.
Premiums and discounts are recognized over the life of the related security as an adjustment to yield using the straight-line method.
2 unchanged sentences
Interest receivable is recorded as a component of prepaid expenses and other current assets on our consolidated balance sheets.
+Added: Table of Conten t s
+Added: GLOBUS MEDICAL, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We invest in securities that meet or exceed standards as defined in our investment policy.
8 unchanged sentences
The level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
−Removed: GLOBUS MEDICAL, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Our assets and liabilities measured at fair value on a recurring basis are classified and disclosed in one of the following three categories:
6 unchanged sentences
The fair value of contingent consideration is recorded in business acquisition liabilities on our consolidated balance sheets, and changes in the fair value of contingent consideration are recognized in acquisition-related costs in the consolidated statements of operations and comprehensive income.
−Removed: 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.
+Added: The fair value of contingent restricted stock unit (“RSUs”) grants 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.
+Added: If the estimated fair values of the liabilities assumed on the acquisition date exceed the tangible and identifiable intangible assets acquired, the excess will be recorded to bargain purchase gain.
We utilize Level 3 inputs in the determination of the initial fair value.
14 unchanged sentences
Goodwill is tested for impairment at least annually or whenever events or circumstances indicate that a carrying amount may not be recoverable.
−Removed: We first consider qualitative indicators of the fair value of a reporting unit when it is unlikely that a reporting unit has impaired goodwill.
−Removed: Goodwill may also be tested for impairment at the reporting unit level by comparing the reporting unit’s carrying amount to the estimated fair value of the reporting unit.
−Removed: Fair values may be estimated using an income or discounted cash flow approach.
+Added: Goodwill is tested for impairment at the reporting unit level by comparing the reporting unit's carrying
+Added: Table of Conten t s
+Added: GLOBUS MEDICAL, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: amount to the estimated fair value of the reporting unit.
+Added: Fair values are estimated using an income and discounted cash flow approach.
We perform our annual impairment test of goodwill in the fourth quarter of each year.
−Removed: 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.
+Added: We consider a qualitative assessment when the results of the previous quantitative test indicated the reporting unit’s estimated fair value was significantly in excess of the carrying value of its net assets and we do not believe there have been significant changes in the reporting unit’s operations that would significantly decrease its estimated fair value or significantly increase its net assets.
+Added: If a quantitative assessment is performed, the evaluation includes management estimates of discounted cash flow projections based on internal future projections and/or use of a market approach by looking at market values of comparable companies.
+Added: Intangible assets consist of purchased developed technology, customer relationships, in-process research and development (“IPR&D”), trade names and patents.
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.
−Removed: During the twelve months ended December 31, 2024, there were no impairments in goodwill, finite-lived intangible assets, or IPR&D.
−Removed: GLOBUS MEDICAL, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: During the year ended December 31, 2025, there were no impairments in goodwill, finite-lived intangible assets, or IPR&D.
(l) Impairment of Long-Lived Assets
17 unchanged sentences
Inputs to the Black-Scholes model include our stock price, expected volatility, expected term, risk-free interest rate and expected dividends.
−Removed: Expected volatility is based on the historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected term of the Company’s stock options offering period which is derived from historical experience.
+Added: Expected volatility is based on the historical volatility of the Company’s Class A Common over the most recent period commensurate with the estimated expected term of the Company’s stock options offering period which is derived from historical experience.
The risk-free interest rate assumption is based on observed interest rates of U.S.
1 unchanged sentence
The dividend yield assumption is based on the history and expectation of no dividend payouts.
−Removed: 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.
+Added: 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 Class A Common.
+Added: Table of Conten t s
+Added: GLOBUS MEDICAL, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We assumed equity-classified awards for certain NuVasive RSUs, and performance restricted stock units (“PRSUs”), as part of the NuVasive Merger.
9 unchanged sentences
The effects of these derivative instruments are immaterial to the Company’s financial statements.
−Removed: GLOBUS MEDICAL, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(q) Other Comprehensive Income (Loss)
1 unchanged sentence
Other comprehensive income (loss) includes net of tax, unrealized gains or losses on the Company’s marketable debt securities and foreign currency translation adjustments.
−Removed: (r) Provision for Litigation
−Removed: We are involved in a number of proceedings, legal actions, and claims.
−Removed: Such matters are subject to many uncertainties, and the outcomes of these matters are not within our control and may not be known for prolonged periods of time.
−Removed: In some actions, the claimants seek damages, as well as other relief, including injunctions prohibiting us from engaging in certain activities, which, if granted, could require significant expenditures and/or result in lost revenues.
−Removed: We record a liability in the consolidated financial statements for these actions when a loss is considered probable and the amount can be reasonably estimated.
−Removed: If the reasonable estimate of a probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued.
−Removed: If a loss is reasonably possible but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed.
−Removed: In most cases, significant judgment is required to estimate the amount and timing of a loss to be recorded.
−Removed: We expense legal costs related to loss contingencies as incurred.
−Removed: (s) Acquisition-Related Costs
−Removed: Acquisition-related costs represents 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.
−Removed: (t ) Foreign Currency Translation
+Added: (r) Acquisition-Related Costs
+Added: 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.
+Added: 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.
+Added: 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.
+Added: (s) Foreign Currency Translation
The functional currency of our foreign subsidiaries is generally their local currency.
2 unchanged sentences
Gains and losses arising from intercompany foreign transactions are included in other income, net on the consolidated statements of operations and comprehensive income.
−Removed: (u) Restructuring Costs
−Removed: Restructuring costs represent costs associated with the Company’s 2024 Synergy Plan.
−Removed: This plan was designed to optimize the organizational structure, realize synergies from the NuVasive Merger and leverage the strength of both Globus and NuVasive.
−Removed: 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 charges and one-time termination benefits.
−Removed: (v) Accounts Receivable and Related Valuation Accounts
+Added: (t) Restructuring Costs
+Added: Restructuring costs represent costs associated with the Company’s 2024 Synergy Plan and 2025 Strategic Integration Plan (see Note 16, Restructuring and Other Costs for further detail).
+Added: These plans were designed to optimize the organizational structure, merge synergies and leverage the strength of both commercial organizations.
+Added: 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.
+Added: (u) Accounts Receivable and Related Valuation Accounts
Accounts receivable in the accompanying consolidated balance sheets are presented net of allowances for expected credit losses.
3 unchanged sentences
An increase in the provision for credit losses may be required when the financial condition of our customers or their collection experience deteriorates.
−Removed: Our exposure to credit losses may also increase if its customers are adversely affected by changes in healthcare laws, coverage and reimbursement, macroeconomic pressures or uncertainty associated with local or global economic recessions, disruption associated with pandemics, or other customer-specific factors.
−Removed: (w) Income Taxes
+Added: Our exposure to credit losses may also increase if our customers are adversely affected by changes in healthcare laws, coverage and reimbursement, macroeconomic pressures or uncertainty associated with local or global economic recessions, disruption associated with pandemics, or other customer-specific factors.
+Added: Table of Conten t s
+Added: GLOBUS MEDICAL, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (v) Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
2 unchanged sentences
A valuation allowance is established to offset any deferred tax assets if, based upon available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
−Removed: GLOBUS MEDICAL, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Significant judgment is required in determining income tax provisions and in evaluating tax positions.
3 unchanged sentences
We periodically assess the likelihood and amount of potential adjustments and adjust the income tax provision, the current tax liability, and deferred taxes in the period in which the facts that give rise to a revision become known.
−Removed: (x) Recently Issued Accounting Pronouncements
+Added: (w) Recently Issued Accounting Pronouncements
In December 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.
+Added: 2025-11 Interim Reporting (Topic 270) .
+Added: 2025-11 clarifies interim disclosure requirements and the applicability of Topic 270.
+Added: The objective of the amendments is to provide clarity about the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements.
+Added: This ASU clarifies the applicability of Topic 270, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S.
+Added: ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, and early adoption is permitted.
+Added: Entities may apply the guidance prospectively or retrospectively.
+Added: The Company is currently evaluating the impact the standard will have on its interim consolidated financial statements and related disclosures.
+Added: In September 2025, the FASB issued ASU No.
+Added: 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) :
+Added: Targeted Improvements to the Accounting for Internal-Use Software.
+Added: 2025-06 simplifies the accounting for internal-use software costs by eliminating stage-based guidance and requiring deferral of capitalization when significant development uncertainty exists.
+Added: 2025-06 is effective for fiscal years beginning after December 15, 2027, and early adoption is permitted.
+Added: Entities may apply the guidance prospectively, retrospectively, or using a modified retrospective approach.
+Added: The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures.
+Added: In July 2025, the FASB issued ASU No.
+Added: 2025-05, Financial Instruments—Credit Losses (Topic 326):
+Added: Measurement of Credit Losses for Accounts Receivable and Contract Assets .
+Added: 2025‑05 provides a practical expedient that allows entities to estimate expected credit losses on certain trade receivables and contract assets by assuming that current economic conditions will remain unchanged over the life of the asset.
+Added: The expedient applies only to assets with contractual lives of one year or less.
+Added: 2025‑05 is effective for fiscal years beginning after December 15, 2025, and early adoption is permitted.
+Added: The amendments should be applied prospectively.
+Added: The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures.
+Added: In January 2025, the FASB issued ASU No.
2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) .
+Added: 2025-01 amends the effective date of ASU No.
+Added: 2024-03 to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31, referred to as non-calendar year end entities.
+Added: All public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted.
+Added: The amendments should be applied prospectively, with retrospective applications also permitted.
+Added: Additionally, in December 2024, the FASB issued ASU No.
+Added: 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40).
The update improves financial reporting by requiring that public business entities disclose additional information about certain costs and expenses categories:
3 unchanged sentences
The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures.
−Removed: In December 2024, the FASB issued ASU No.
−Removed: 2024-04 Debt—Debt with Conversion and Other Options (Subtopic 470-20).
−Removed: 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.
−Removed: 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.
−Removed: This update is effective for fiscal years beginning after December 15, 2025, and early adoption is permitted.
−Removed: The amendments should be applied prospectively with retrospective applications also permitted.
−Removed: The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures.
+Added: (x) 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.
−Removed: The enhancement will provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.
+Added: The enhancement will provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash
+Added: Table of Conten t s
+Added: GLOBUS MEDICAL, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities.
−Removed: This update is effective for fiscal years beginning after December 15, 2024.
−Removed: Early adoption is permitted.
−Removed: The amendments should be applied prospectively with retrospective applications also permitted.
−Removed: The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures.
−Removed: (y) Recently Adopted Accounting Pronouncements
+Added: The Company adopted ASU 2023-09 as of January 1, 2025 and amendments were applied prospectively.
+Added: See Note 14, Income Taxes in the accompanying notes to the consolidated financial statements for further detail.
In November 2023, the FASB issued ASU No.
15 unchanged sentences
The adoption did not have any material impact on the Company’s consolidated financial statements.
−Removed: In October 2021, the FASB issued ASU No.
−Removed: 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires an entity (acquirer) to recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers.
−Removed: This update is effective for fiscal years
−Removed: GLOBUS MEDICAL, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted.
−Removed: The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments.
−Removed: The Company adopted ASU No.
−Removed: 2021-08 as of January 1, 2023.
−Removed: The adoption did not have a material impact on the Company’s consolidated financial statements.
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS
Asset Acquisitions
+Added: During the third quarter of 2025, the Company entered into a license agreement to acquire software related to the imaging, navigation and robotics division for a total consideration of € 8.0 million ($ 9.4 million).
+Added: An initial payment of € 4.0 million ($ 4.7 million) was made at closing and recorded as a developed technology intangible asset, with the remaining € 4.0 million ($ 4.7 million) paid in the first quarter of 2026.
+Added: The asset will be amortized over its estimated useful life of seven years .
+Added: During the first quarter of 2025, the Company entered into a license agreement for certain patents of medical device technology in the spine field for a total of $ 5.0 million due at closing, and 1 percent license fee on future sales of products developed and covered under the license agreement.
+Added: The Company recorded $ 5.0 million of intangible assets, with a useful life of 10.1 years.
During the first quarter of 2024, the Company completed a share acquisition of a biotechnology company focused on research and development for hemostasis solutions.
5 unchanged sentences
Food and Drug Administration (the “FDA”), and consideration of $ 10.0 million contingent upon the developed products obtaining approval from the FDA.
−Removed: Contingent consideration will not be recorded in this asset acquisition until the milestone is met.
+Added: As of December 31, 2025, the milestones have not been met and as such, contingent consideration has not been recorded in this asset acquisition.
Business Combinations
7 unchanged sentences
The contingent payments for this acquisition are based upon achieving various performance milestones over a period of five years and are payable in cash.
+Added: Table of Conten t s
+Added: GLOBUS MEDICAL, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
During the first quarter of 2024, the Company completed one acquisition that was not material to the overall consolidated financial statements during the periods presented.
2 unchanged sentences
The contingent payments for this acquisition are based upon achieving various performance milestones over a period of 10 years and are payable in a combination of cash and RSUs.
−Removed: During the fourth quarter of 2022, the Company acquired the membership interests of Harvest Biologics LLC, which engages in the business of selling systems that produce autologous biologics.
−Removed: The purchase price consisted of approximately $ 30.0 million of cash paid at closing, plus $ 0.1 million of preliminary post-closing adjustments.
−Removed: The Company recorded identifiable net assets, based on their estimated fair values, for inventory of $ 3.0 million, goodwill of $ 14.2 million, customer relationships and other intangibles of $ 10.5 million with a weighted average useful life of 20 years, and developed technology of $ 2.4 million with a weighted average useful life of 8 years.
−Removed: The Company finalized the purchase price allocation of the assets and liabilities acquired within one year from the date of acquisition.
−Removed: During the second quarter of 2022, the Company completed one acquisition that was not material to the overall consolidated financial statements during the periods presented.
−Removed: This acquisition has been included in the consolidated financial statements from the date of acquisition.
−Removed: The purchase price consisted of approximately $ 0.2 million of cash paid at closing and $ 4.4 million of contingent consideration payments, resulting in goodwill of $ 4.6 million based on the estimated fair values.
−Removed: The contingent payments for this acquisition are based upon achieving various performance milestones over a period of 10 years and are payable in a combination of cash and RSUs.
−Removed: GLOBUS MEDICAL, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NuVasive Merger
−Removed: On September 1, 2023, pursuant to that certain merger agreement with NuVasive and Merger Sub, Merger Sub, a wholly owned subsidiary of the Company (“Merger Sub”), merged with and into NuVasive, with NuVasive surviving as a wholly owned subsidiary of the Company (the “NuVasive Merger”).
+Added: On September 1, 2023, pursuant to the NuVasive Merger Agreement, Zebra Merger Sub merged with and into NuVasive, with NuVasive surviving as a wholly owned subsidiary of the Company.
Upon the consummation of the NuVasive Merger, each issued and outstanding share of common stock of NuVasive, $ 0.001 par value per share, was converted into 0.75 fully paid and non-assessable shares of the Company’s Class A Common, and the right to receive cash in lieu of fractional shares.
−Removed: As part of the NuVasive Merger, the Company assumed equity awards for certain NuVasive RSUs and NuVasive PRSUs in accordance with the terms of the Merger Agreement.
−Removed: Certain awards included a change in control provision (single trigger) which accelerated the vesting of the awards on the closing date of the NuVasive Merger.
−Removed: These awards were considered as part of the total purchase price.
−Removed: The unvested awards will continue to vest in accordance with the terms of the original award agreement, except for certain PRSUs that were converted into RSUs.
−Removed: Once vested, the holders will receive shares of the Company’s Class A Common.
−Removed: Of the total consideration for the assumed equity awards, $ 28.6 million was allocated to the purchase price and $ 42.3 million was deemed compensatory as it was attributable to post acquisition vesting.
−Removed: Of the $ 42.3 million of total compensation related to the assumed awards, $ 12.9 million was expensed on the acquisition date due to accelerated vesting of the awards, recognized as NuVasive Merger-related costs, and $ 29.4 million relates to future services and will be expensed over the remaining service periods of the unvested awards on a straight-line basis.
−Removed: Of the $ 29.4 million related to future services, $ 16.9 million of expense has been recognized for the year ended December 31, 2024.
−Removed: Concurrently with the NuVasive Merger, the Company repaid the outstanding $ 420.8 million under NuVasive’s revolving senior credit facility in addition to assuming the 0.375 % Senior Convertible Notes due 2025 (the “2025 Notes”), the privately negotiated call options (the “2025 Hedges”) and the privately negotiated warrants (the “2025 Warrants”).
−Removed: The aggregate consideration in connection with the closing of the NuVasive Merger was as follows:
−Removed: (In thousands)
−Removed: NuVasive shares outstanding as of September 1, 2023
−Removed: NuVasive accelerated equity awards
−Removed: Globus exchange ratio
−Removed: Globus Class A common stock issued in exchange for NuVasive shares
−Removed: Globus closing share price
−Removed: Total Value Class A common stock
−Removed: 2025 Warrants
−Removed: Repayment of revolving credit facility
−Removed: Fair value of assumed equity awards
+Added: The aggregate consideration in connection with the closing of the NuVasive Merger was $ 2.604 billion.
+Added: The Company recorded net identifiable assets of $ 1.394 billion and goodwill of $ 1.210 billion.
+Added: On February 6, 2025, the Company entered into the Nevro Merger Agreement with Nevro.
+Added: 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.
+Added: 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 common stock of Nevro.
+Added: 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 Nevro Merger Agreement.
+Added: 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.
+Added: Concurrently with the Nevro Merger, Nevro's existing term loans and warrants were paid off, with Globus funding $ 18.5 million of this repayment, which we have determined to be included within the aggregate consideration.
+Added: The aggregate consideration in connection with the closing of the Nevro Merger was as follows:
+Added: (In thousands except share and per share values)
+Added: Nevro shares outstanding as of April 3, 2025 38,383
+Added: Price paid per share $ 5.85
+Added: Total consideration paid for outstanding Nevro common stock $ 224,538
+Added: Repayment of Nevro's term loans, warrants, and other transaction costs 18,515
+Added: Fair value of cash settled equity awards 9,493
Total purchase price $ 252,546
−Removed: We accounted for the NuVasive Merger using the acquisition method of accounting, which requires the NuVasive assets and liabilities to be recorded on our balance sheet at fair value as of the acquisition date.
−Removed: The following table summarizes the final purchase price allocation for the NuVasive Merger as of December 31, 2024:
+Added: 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.
+Added: 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 acquisition as required by FASB ASC Topic 805, “ Business Combinations ” .
+Added: 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.
+Added: Table of Conten t s
GLOBUS MEDICAL, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (In thousands)
−Removed: Preliminary Purchase Price Allocation as of September 1, 2023
−Removed: Measurement Period and Other Adjustments
−Removed: Preliminary Purchase Price Allocation as of December 31, 2023 (as adjusted)
−Removed: Measurement Period and Other Adjustments
−Removed: Final Purchase Price Allocation
+Added: The following table summarizes the preliminary purchase price allocation for the Nevro Merger as of December 31, 2025:
+Added: (In thousands) Preliminary Purchase Price Allocation as of
+Added: April 3, 2025 Measurement Period and Other
+Added: Adjustments Preliminary Purchase Price Allocation as of
+Added: December 31, 2025 (as adjusted)
Current assets (excluding accounts receivable and inventories) $ 10,328 $ — $ 10,328
Accounts receivable 70,754 — 70,754
−Removed: Property, plant, and equipment
−Removed: Operating lease ROU asset
+Added: Inventories 115,416 1,400 116,815
+Added: Property and equipment 29,051 — 29,051
+Added: Operating lease right of use assets 12,269 — 12,269
Intangible assets 53,600 2,400 56,000
1 unchanged sentence
Deferred income taxes 141,510 3,343 144,853
−Removed: Current Liabilities
+Added: Total Assets $ 437,150 $ 7,143 $ 444,293
+Added: Current Liabilities (excluding operating lease liabilities) $ 46,880 $ — $ 46,880
Operating lease liabilities, including current portion 27,163 — 27,163
−Removed: Business acquisition liabilities, including current portion
−Removed: Senior convertible notes
−Removed: Deferred income taxes and other tax liabilities
−Removed: Other liabilities
Total liabilities $ 74,043 $ — $ 74,043
1 unchanged sentence
Purchase price $ 252,546 $ — $ 252,546
−Removed: Fair value of acquired identifiable assets and liabilities
−Removed: ( 1,679,681 )
−Removed: ( 1,369,362 )
−Removed: ( 1,393,896 )
−Removed: The excess of the purchase price over the net tangible and intangible assets is recorded to Goodwill and primarily reflects the assembled workforce and expected synergies.
−Removed: The majority of goodwill is non-deductible for tax purposes.
+Added: Bargain purchase gain $ 110,561 $ 7,143 $ 117,704
+Added: 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 ga in on the con solidated statements of operations and comprehensive income.
+Added: The gain on bargain purchase occurred primarily due to the recognition of the deferred tax assets.
+Added: The deferred tax assets were comprised primarily of pre-acquisition federal net operating loss carryforwards with an indefinite carryforward period.
+Added: The majority of the bargain purchase gain is non-taxable for tax purposes.
+Added: Total transaction costs incurred in connection with the Nevro Merger were $ 28.9 million for the year ended December 31, 2025.
+Added: These transaction costs were recognized as acquisition related costs in the consolidated statements of operations and comprehensive income.
Details of our valuation methodology and significant inputs for fair value measurements are included below.
−Removed: The fair value measurements for property, plant and equipment and intangible assets are based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements.
−Removed: The 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.
−Removed: The 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 NuVasive’s closing balance sheet.
−Removed: The 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: These estimates and assumptions are subject to change within the measurement period, which is up to 12 months after the acquisition date.
+Added: 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 identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives.
−Removed: The following table summarizes the estimated fair value of NuVasive’s identifiable intangible assets acquired and their amortization period (in years):
−Removed: Fair Value as of
−Removed: (In thousands)
−Removed: December 31, 2024
−Removed: Developed Technology
−Removed: Customer Relationships
−Removed: Fair value of the 2025 Notes was determined using the publicly traded price.
+Added: Table of Conten t s
GLOBUS MEDICAL, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: NuVasive’s results have been included in the Company’s financial statements for the period subsequent to the date of the acquisition on September 1, 2023.
−Removed: Due to the continuing integration of NuVasive’s operations into the Company, it is impractical to determine NuVasive’s net income/loss during the current period, which is included in the Company’s Net Income.
−Removed: Supplemental Unaudited Pro Forma Information
−Removed: The following are the supplemental consolidated financial results of Globus and NuVasive on an unaudited pro forma basis, as if the acquisitions had been consummated as of the beginning of fiscal year 2022.
−Removed: (In thousands)
−Removed: Pro forma net sales
−Removed: Pro forma net income
−Removed: The unaudited pro forma net income of $ 187.6 million for the year ended December 31, 2023 was updated to reflect the finalization of the purchase price allocation adjustments made during the measurement period.
−Removed: The unaudited pro forma net income for the year ended December 31, 2023 was adjusted to exclude $ 111.4 million of acquisition-related costs incurred in 2023 that under a pro forma basis would be included in the year ended December 31, 2022.
−Removed: The following table represents net sales by product category:
+Added: The following table summarizes the estimated fair value of Nevro’s identifiable intangible assets acquired and their remaining amortization period (in years):
+Added: Fair Value as of
+Added: (In thousands) December 31, 2025 Useful Life
+Added: Developed technology $ 36,000 7
+Added: Customer relationships 11,500 10
+Added: Trade names 8,500 15
+Added: 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.
+Added: Nevro contributed revenues and net loss o f $ 293.6 million and $ 37.5 million (excluding the bargain purchase gain of $ 117.7 million), respectively, for the period from April 3, 2025, to December 31, 2025 .
+Added: The following table represents net sales by product category for the years ended December 31, 2025, 2024, and 2023:
(In thousands) 2025 2024 2023
3 unchanged sentences
MARKETABLE SECURITIES
−Removed: The composition of our short-term and long-term marketable securities was as follows:
+Added: The composition of our short-term and long-term marketable securities as of December 31, 2025 and 2024 were as follows:
December 31, 2025
−Removed: (In thousands)
−Removed: Gross Unrealized Losses
+Added: (In thousands) Amortized
+Added: Gains Gross Unrealized Losses Fair
Municipal bonds $ 5,943 $ 4 $ — $ 5,947
1 unchanged sentence
Commercial paper 15,622 5 — 15,627
−Removed: Asset-backed securities
Government, federal agency, and other sovereign obligations 5,323 9 — 5,332
5 unchanged sentences
Total long-term marketable securities $ 71,680 $ 145 $ ( 6 ) $ 71,819
+Added: Table of Conten t s
GLOBUS MEDICAL, INC.
2 unchanged sentences
December 31, 2024
−Removed: (In thousands)
+Added: (In thousands) Amortized
+Added: Gains Gross Unrealized Losses Fair
Municipal bonds $ 8,990 $ 8 $ ( 25 ) $ 8,973
Corporate debt securities 29,596 1 ( 62 ) 29,535
+Added: Commercial paper 36,527 4 ( 1 ) 36,530
Government, federal agency, and other sovereign obligations 30,676 4 ( 99 ) 30,581
6 unchanged sentences
The short-term marketable securities have effective maturity dates of less than one year and the long-term marketable securities have effective maturity dates ranging from one to three years as of December 31, 2025 and 2024, respectively.
+Added: Purchases of marketable securities include amounts payable to brokers for $ 2.0 million and zero as of December 31, 2025 and 2024, respectively.
+Added: These amounts are classified within accrued expenses on our Consolidated Balance Sheet.
FAIR VALUE MEASUREMENTS
The following table represents the fair value of assets and liabilities as of December 31, 2025 and 2024, respectively, including the following:
−Removed: (In thousands)
−Removed: December 31,
+Added: (In thousands) Balance at
+Added: 2025 Level 1 Level 2 Level 3
Cash equivalents $ 311,708 $ 287,574 $ 24,134 $ —
4 unchanged sentences
Government, federal agency, and other sovereign obligations 21,118 17,046 4,072 —
−Removed: Senior Convertible Notes due 2025
−Removed: Bifurcated Conversion Option of the Senior Convertible Notes due 2025
Business acquisition liabilities 101,508 — — 101,508
−Removed: (In thousands)
−Removed: December 31,
+Added: Table of Conten t s
+Added: GLOBUS MEDICAL, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (In thousands) Balance at
+Added: 2024 Level 1 Level 2 Level 3
Cash equivalents $ 496,676 $ 423,977 $ 72,699 $ —
1 unchanged sentence
Corporate debt securities 54,806 — 54,806 —
+Added: Commercial paper 36,530 — 36,530 —
Asset-backed securities 19,621 — 19,621 —
Government, federal agency, and other sovereign obligations 45,298 — 45,298 —
−Removed: GLOBUS MEDICAL, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: 2025 Hedge 22 — 22 —
Senior Convertible Notes due 2025 443,003 443,003 — —
2 unchanged sentences
Our marketable securities and certain cash equivalents are classified as Level 2 within the fair value hierarchy, as we measure their fair value using market prices for similar instruments and inputs such as actual trade data, benchmark yields, broker/dealer quotes and other similar data obtained from quoted market prices or independent pricing vendors.
−Removed: The bifurcated conversion option and 2025 Hedges are classified as Level 2 within the fair value hierarchy, based on implied equity volatility.
−Removed: The estimated fair value of the 2025 Notes, inclusive of the embedded conversion option, at December 31, 2024 was $ 443.0 million.
−Removed: The fair value was determined based on the quoted price of the 2025 Notes in an active market on the last trading day of the reporting period and has been classified as Level 1 within the fair value hierarchy.
Fair value of the revenue-based business acquisition liabilities was determined using a discounted cash flow model, probability model and an option pricing methodology.
1 unchanged sentence
The following are the significant unobservable inputs used in the two valuation techniques:
−Removed: Unobservable input
−Removed: Weighted Average*
+Added: Unobservable input Range Weighted Average*
Revenue risk premium 1.6 % - 5.5 % 2.5 %
13 unchanged sentences
Ending balance $ 101,508 $ 123,235
+Added: Changes in the fair value of business acquisition liabilities are driven by changes in market conditions and the achievement of certain performance conditions.
Purchase price contingent consideration includes obligations acquired in the NuVasive Merger in addition to other immaterial acquisitions.
Changes in the fair value of business acquisition liabilities are driven by changes in market conditions and the achievement of certain performance conditions.
+Added: Table of Conten t s
+Added: GLOBUS MEDICAL, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We translate the financial statements of our foreign subsidiaries with functional currencies other than the U.S.
5 unchanged sentences
Both realized and unrealized gains and losses in the value of these receivables and payables are included in the determination of net income or loss.
−Removed: Foreign currency translation gain/(loss), which include gains and losses from derivative instruments, was a loss of $ 43.3 million for the year ended December 31, 2024 and a gain of $ 14.1 million for the year ended December 31, 2023, and are included in other expense, net in the Consolidated Statements of Operations and Comprehensive Income.
−Removed: GLOBUS MEDICAL, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: Foreign currency translation gain/(loss), which include gains and losses from derivative instruments, was a loss of $ 3.0 million and $ 43.3 million for the years ended December 31, 2025 and 2024, respectively, and are included in other expense, net in the Consolidated Statements of Operations and Comprehensive Income.
To manage foreign currency exposure risks, we may use derivatives for activities in entities that have short-term intercompany receivables and payables denominated in a currency other than the entity’s functional currency.
4 unchanged sentences
The derivative instruments are recorded in other current assets or other current liabilities in the Consolidated Balance Sheets commensurate with the nature of the instrument at period end.
−Removed: Inventories as of December 31, 2024 and 2023, respectively included the following:
+Added: Inventories included the following as of December 31, 2025 and 2024, respectively:
(In thousands) 2025 2024
3 unchanged sentences
Total inventories $ 759,277 $ 659,233
−Removed: As part of the NuVasive Merger, a net step-up in the value of inventory of $ 219.6 million was recorded, with certain acquired inventory receiving a step-up of $ 286.7 million, and certain acquired inventory receiving a step down of $ 67.1 million.
−Removed: The net step-up was composed of $ 3.1 million for work in process and $ 216.5 million for finished goods.
−Removed: The amortization of the inventory step-up recorded in product cost of sales was $ 215.4 million the year ended December 31, 2024, respectively.
−Removed: Of the $ 215.4 million amortization, $ 5.5 million related to a prior period catchup of amortization associated with the final measurement period valuation adjustment recorded to the inventory balance.
+Added: As part of the Nevro Merger, a step up in the value of inventory of $ 19.3 million was recorded, which was composed of $ 3.0 million for work in process and $ 16.3 million for finished goods.
+Added: The amortization of the inventory step up recorded in product cost of sales was $ 19.3 million for the year ended December 31, 2025.
During years ended December 31, 2025, 2024, and 2023, net adjustments to cost of sales related to excess and obsolete inventory were $ 22.1 million, $ 23.4 million, and $ 10.9 million, respectively.
1 unchanged sentence
PROPERTY AND EQUIPMENT
−Removed: Property and equipment as of December 31, 2024 and 2023, respectively included the following:
−Removed: (In thousands)
+Added: Property and equipment included the following as of December 31, 2025 and 2024, respectively:
+Added: Useful Life December 31, December 31,
+Added: (In thousands) (in years) 2025 2024
+Added: Land — $ 10,849 $ 9,731
Buildings and improvements 31.5 127,573 100,128
+Added: Equipment 5 - 15
+Added: 258,475 215,100
Instruments, modules, and cases 5 813,488 741,125
Other property and equipment 3 - 5
+Added: 59,067 41,611
+Added: 1,269,452 1,107,695
accumulated depreciation and amortization ( 705,000 ) ( 545,786 )
+Added: Total $ 564,452 $ 561,909
Instruments are hand-held devices used by surgeons to install implants during surgery.
Modules and cases are used to store and transport the instruments and implants.
+Added: Table of Conten t s
GLOBUS MEDICAL, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: Depreciation expense related to property and equipment was as follows:
+Added: Depreciation expense related to property and equipment was as follows during the years ended December 31, 2025, 2024, and 2023:
(In thousands) 2025 2024 2023
+Added: Depreciation $ 159,286 $ 134,651 $ 93,702
GOODWILL AND INTANGIBLE ASSETS
5 unchanged sentences
December 31, 2024 1,432,387
−Removed: Additions and adjustments
Foreign exchange 2,646
2 unchanged sentences
December 31, 2025
−Removed: (In thousands)
−Removed: Amortization
+Added: (In thousands) Weighted
+Added: Amount Accumulated
+Added: Amortization Intangible
Customer relationships & other intangibles 10.5 $ 367,184 $ ( 116,701 ) $ 250,483
Developed technology 7.9 725,237 ( 248,098 ) 477,139
+Added: Patents 14.1 14,744 ( 6,410 ) 8,334
+Added: Trade names 15.3 10,034 ( 926 ) 9,108
Total intangible assets $ 1,117,199 $ ( 372,135 ) $ 745,064
1 unchanged sentence
December 31, 2024
−Removed: (In thousands)
−Removed: Amortization
−Removed: Supplier Network
+Added: (In thousands) Weighted
+Added: Amount Accumulated
+Added: Amortization Intangible
Customer relationships & other intangibles 10.6 $ 354,192 $ ( 87,725 ) $ 266,467
Developed technology 8.0 681,477 ( 157,889 ) 523,588
+Added: Patents 16.1 9,023 ( 5,057 ) 3,966
+Added: Trade names 16.7 1,535 ( 439 ) 1,096
Total intangible assets $ 1,046,227 $ ( 251,110 ) $ 795,117
+Added: Table of Conten t s
GLOBUS MEDICAL, INC.
2 unchanged sentences
The following table summarizes amortization of intangible assets for future periods as of December 31, 2025:
−Removed: (In thousands)
−Removed: Amortization
+Added: (In thousands) Annual
+Added: 2026 $ 116,833
+Added: Thereafter 288,307
+Added: Total $ 745,064
ACCRUED EXPENSES
4 unchanged sentences
Accrued non-income taxes 29,240 34,088
+Added: Royalties 11,632 10,612
+Added: Rebates 47,503 33,105
+Added: Other 26,231 24,221
Total accrued expenses $ 333,586 $ 260,591
−Removed: The carrying values of the 2025 Notes, acquired in the NuVasive Merger, as of December 31, 2024, were as follows:
+Added: The carrying values of the Company's 2025 Notes (as defined below), acquired in the NuVasive Merger, as of December 31, 2025 and 2024, respectively, were as follows:
(In thousands) 2025 2024
0.375 % Senior Convertible Notes due 2025:
+Added: Principal $ — $ 449,987
Unamortized fair value adjustment for acquisition accounting — 6,658
2 unchanged sentences
Debt, net of unamortized fair value adjustments for acquisition accounting $ — $ 443,351
+Added: Table of Conten t s
+Added: GLOBUS MEDICAL, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: The interest expense of the Company's 2025 Notes, acquired in the NuVasive Merger, for the years ended December 31, 2025, 2024, and 2023, respectively, were as follows:
(In thousands) 2025 2024 2023
8 unchanged sentences
Bank National Association, as administrative agent, Citizens Bank, N.A., as syndication agent, Royal Bank of Canada, as documentation agent, U.S.
−Removed: Bank National Association and Citizens Bank, N.A., as joint lead arrangers and joint book runners, and the other lenders referred to therein (the “September 2023 Credit Agreement”), that
−Removed: GLOBUS MEDICAL, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: provides a revolving credit facility permitting borrowings up to $ 400.0 million and has a termination date of September 27, 2028 .
−Removed: 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.
+Added: Bank National Association and Citizens Bank, N.A., as joint lead arrangers and joint book runners, and the other lenders referred to therein (the “September 2023 Credit Agreement”), that provides a revolving credit facility permitting borrowings up to $ 400.0 million and has a termination date of September 27, 2028 .
+Added: We may request an increase in the revolving commitments in an aggregate amount not to exceed (i) $ 200 million or (ii) an unlimited amount, 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.
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.
−Removed: 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.
−Removed: 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.
+Added: 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 (each as defined in the September 2023 Credit Agreement).
+Added: We may also request Swingline Loans at either the Base Rate or the Daily Term SOFR Rate (each as defined in the September 2023 Credit Agreement).
The September 2023 Credit Agreement is guaranteed by certain direct or indirect wholly owned subsidiaries of the Company.
The September 2023 Credit Agreement contains financial and other customary covenants, including a funded net indebtedness to adjusted EBITDA ratio.
−Removed: As of December 31, 2024, we have no t borrowed under the September 2023 Credit Agreement and we were in compliance with all covenants.
+Added: During 2025, we borrowed $ 20.0 million under the September 2023 Credit Agreement, which was repaid during the year.
+Added: As of December 31, 2025, we had no outstanding borrowings under the September 2023 Credit Agreement and we were in compliance with all covenants.
0.375 % Senior Convertible Notes due 2025
−Removed: 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.
−Removed: As of the closing date of the NuVasive Merger, $ 450 million of aggregate principal amount of the 2025 Notes were outstanding.
−Removed: Pursuant to the First Supplemental Indenture, the 2025 Notes are convertible into the Company’s Class A Common at a conversion rate of 8.0399 shares per $ 1,000 principal amount of 2025 Notes, which is equivalent to a conversion price of approximately $ 124.38 per share, subject to adjustments.
−Removed: The 2025 Notes may be settled in cash, stock, or a combination thereof, solely at the Company’s discretion.
+Added: 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 ” ).
+Added: Pursuant to the First Supplemental Indenture, the 2025 Notes were convertible into the Company’s Class A Common at a conversion rate of 8.0399 shares per $1,000 principal amount of 2025 Notes, which is equivalent to a conversion price of approximately $ 124.38 per share, subject to adjustments.
+Added: The 2025 Notes were able to be settled in cash, stock, or a combination thereof, solely at the Company’s discretion.
Pursuant to the terms of the First Supplemental Indenture, Globus agreed to guarantee NuVasive’s obligations under the Indenture.
−Removed: The 2025 Notes bear interest at a rate of 0.375 % per annum, payable semi-annually in arrears on March 15 and September 15 of each year.
−Removed: The 2025 Notes mature on March 15, 2025 , unless earlier converted, redeemed, or repurchased in accordance with their terms.
+Added: The 2025 Notes bore interest at a rate of 0.375 % per annum, payable semi-annually in arrears on March 15 and September 15 of each year.
+Added: The 2025 Notes matured on March 15, 2025 and were paid off, net of an immaterial number of converted units that were settled in cash.
The NuVasive Merger constituted a Merger Event (as defined in the Base Indenture).
−Removed: In the event of a Merger Event, the Company is required to execute a supplemental indenture providing for (i) each holder of 2025 Notes with the right to convert each $ 1,000 principal amount of 2025 Notes into the same type of consideration that holders would have been entitled to receive if such holders had held a number of shares of NuVasive Common Stock equal to the applicable conversion rate in effect immediately prior to such Merger Event, and (ii) subsequent adjustments to the conversion rate set forth in the Base Indenture.
−Removed: Until the close of business on the second scheduled trading day immediately preceding March 15, 2025, holders may convert their 2025 Notes at any time.
−Removed: In addition, following certain corporate events that occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its 2025 Notes in connection with such a corporate event or in connection with such redemption in certain circumstances.
−Removed: No principal payments are due on the 2025 Notes prior to maturity.
−Removed: Other than restrictions relating to certain fundamental changes and consolidations, mergers or asset sales and customary anti-dilution adjustments, the 2025 Notes do not contain any financial covenants and do not restrict the Company from conducting significant restructurings, paying dividends or issuing or repurchasing any of its other securities.
−Removed: Upon the initial recognition of the 2025 Notes pursuant to the purchase accounting for the NuVasive Merger, the embedded conversion feature does not meet the equity scope exception described in ASC 815-40, Contracts in Entity’s Own Equity.
−Removed: The embedded conversion feature is bifurcated and presented as a liability on the consolidated balance sheet with subsequent measurement at fair value with changes in fair value recognized as “ Other income/(expense)”.
−Removed: The Company recognized, at the NuVasive Merger closing, the embedded conversion feature at fair value of $ 1.7 million and allocated the residual $ 407.8 million of the 2025 Notes fair value to the host debt instrument.
−Removed: As of the December 31, 2024, the fair value of the embedded conversion feature was $ 21.7 thousand.
−Removed: As a result of the NuVasive Merger and recognizing the fair value of the 2025 Notes, along with the embedded conversion feature, as of the acquisition date, the Company recorded $ 42.2 million debt discount to be accreted as interest expense over the life of the notes.
−Removed: 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 call option transactions (the “2025 Hedges”) pursuant to which NuVasive purchased options from such dealers exercisable into its own common stock in connection with the sale of the 2025 Notes.
−Removed: Pursuant to such amendment and guarantee agreements, the 2025 Hedges are exercisable into Globus Class A Common in certain circumstances and the Company guaranteed NuVasive’s obligations under the 2025 Hedges.
−Removed: Subject to the amended 2025 Hedges, the Company is entitled to purchase up to 3,617,955 shares of the Company’s Class A Common at a strike price of $ 124.38 .
−Removed: The 2025 Hedges will expire on the second scheduled
+Added: In the event of a Merger Event, the Company was required to execute a supplemental indenture providing for (i) each holder of 2025 Notes with the right to convert each $ 1,000 principal amount of 2025 Notes into the same type of consideration that holders would have been entitled to receive if such holders had held a number of shares of common stock of NuVasive equal to the applicable conversion rate in effect immediately prior to such Merger Event, and (ii) subsequent adjustments to the conversion rate set forth in the Base Indenture.
+Added: Upon the initial recognition of the 2025 Notes pursuant to the purchase accounting for the NuVasive Merger, the embedded conversion feature did not meet the equity scope exception described in ASC 815-40, Contracts in Entity’s Own Equity.
+Added: The embedded conversion feature was bifurcated and presented as a liability on the consolidated balance sheet with subsequent measurement at fair value with changes in fair value recognized as “Other income/(expense).” The Company recognized, at the NuVasive Merger closing, the embedded conversion feature at fair value of $ 1.7 million and allocated the residual $ 407.8 million of the 2025 Notes fair value to the host debt instrument.
+Added: As a result of the NuVasive Merger and recognizing the fair value of the 2025 Notes, along with the embedded conversion
+Added: Table of Conten t s
GLOBUS MEDICAL, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: trading day immediately preceding March 15, 2025 and are expected to reduce the potential equity dilution upon conversion of the 2025 Notes if the daily volume-weighted average price per share of the Company’s common stock exceeds the strike price of the 2025 Hedges.
+Added: feature, as of the acquisition date, the Company recorded $ 42.2 million debt discount to be accreted as interest expense over the life of the 2025 Notes.
+Added: There were no Convertible Senior Notes outstanding as of December 31, 2025.
+Added: 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 call option transactions (as amended, the “2025 Hedges”), pursuant to which NuVasive purchased options from such dealers exercisable into its own common stock in connection with the sale of the 2025 Notes.
+Added: Pursuant to such amendment and guarantee agreements, the 2025 Hedges were exercisable into the Company's Class A Common in certain circumstances and the Company guaranteed NuVasive’s obligations under the 2025 Hedges.
+Added: Subject to the amended 2025 Hedges, the Company was entitled to purchase up to 3,617,955 shares of the Company’s Class A Common at a strike price of $ 124.38 .
+Added: The 2025 Hedges expired with zero value on the second scheduled trading day immediately preceding March 15, 2025.
In accordance with ASC 805, the Company recognized the 2025 Hedges at an acquisition date fair value of $ 1.7 million.
−Removed: The 2025 Hedges do not meet the equity scope exception described in ASC 815-40, Contract in Entity’s Own Equity, and will be presented as assets on the consolidated balance sheet with subsequent measurement at fair value with changes in fair value recognized as “ Other income/(expense)”.
−Removed: As of December 31, 2024, the fair value of the 2025 Hedges is $ 21.7 thousand recorded within the Other Assets with the consolidated balance sheet.
−Removed: An assumed exercise of the 2025 Hedges by NuVasive is considered anti-dilutive since the effect of the inclusion would always be anti-dilutive with respect to the calculation of diluted earnings per share.
+Added: The 2025 Hedges did not meet the equity scope exception described in ASC 815-40, Contract in Entity’s Own Equity, and were presented as assets on the consolidated balance sheet with subsequent measurement at fair value with changes in fair value recognized as “Other income/(expense).”
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 (the “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.
−Removed: Pursuant to such amendment and guarantee agreements, the warrants are exercisable into Globus Class A Common in certain circumstances and the Company guaranteed NuVasive’s obligations under the 2025 Warrants.
−Removed: 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 .
−Removed: 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.
+Added: Pursuant to such amendment and guarantee agreements, the warrants were exercisable into Globus Class A Common (as defined below) in certain circumstances and the Company guaranteed NuVasive’s obligations under the 2025 Warrants.
+Added: 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 Class A Common at a strike price of $ 170.45 .
+Added: The 2025 Warrants expired at various dates throughout 2025 and were 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.
−Removed: The 2025 Warrants could have a dilutive effect on the Company’s earnings per share to the extent that the price of the Company’s common stock during a given measurement period exceeds the strike price of the 2025 Warrants, which is $ 170.45 per share.
−Removed: The Company uses the treasury share method for assumed exercise of its 2025 Warrants to compute the weighted average common shares outstanding for diluted earnings per share.
Share Repurchases
On March 11, 2020 , the Company announced a share repurchase program, which authorized the Company to repurchase up to $ 200.0 million of the Company’s Class A Common.
−Removed: On March 4, 2022, the share repurchase program was expanded by authorizing the Company to repurchase an additional $ 200.0 million of the Company’s Class A Common.
−Removed: 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.
−Removed: The repurchase program has no time limit and may be suspended for periods or discontinued at any time.
−Removed: The Company repurchased 1.6 million shares under this program at an average price of $ 52.14 , for a total dollar amount of $ 84.8 million during the 12 months ended December 31, 2024.
−Removed: As of December 31, 2024, the Company has remaining authorization to repurchase a total of $ 190.3 million of the Company’s Class A Common.
+Added: On March 4, 2022 , the share repurchase program was expanded by authorizing the Company to repurchase an additional $ 200.0 million of the Company’s Class A Common, and on September 27, 2023 , the share repurchase program was expanded again by authorizing the Company to repurchase an additional $ 350.0 million of the Company’s Class A Common.
+Added: On May 15, 2025, the Board approved a new share repurchase program that authorizes the Company to repurchase $ 500.0 million of the Company’s Class A Common.
+Added: Repurchases may be made through privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Exchange Act.
+Added: The repurchase program has no time limit and may be suspended for periods or discontinued at any tim e.
+Added: The Company r epu rchased 4.3 million Class A Common shares under its authorized share repurchase programs at an average price of $ 70.06 per share, for an approximate total dollar amount of $ 300.5 million during the year ended December 31, 2025.
+Added: As of December 31, 2025, the Company had remaining authorization to repurchase a total of $ 390.0 million of the Company’s Class A Common.
The timing and actual number of shares repurchased will depend on various factors including price, corporate and regulatory requirements, debt covenant requirements, alternative investment opportunities and other market conditions.
3 unchanged sentences
The Company made an accounting policy election to charge the excess of repurchase price over par value entirely to retained earnings.
+Added: Table of Conten t s
+Added: GLOBUS MEDICAL, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Our Amended and Restated Certificate of Incorporation provides for a total of 775,000,000 authorized shares of common stock.
5 unchanged sentences
For more details relating to the conversion of our Class B Common please see “Exhibit 4.2, Description of Securities of the Registrant” filed herein.
−Removed: The holders of Class A Common and
−Removed: GLOBUS MEDICAL, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: Class B Common vote together as one class of common stock.
+Added: The holders of Class A Common and Class B Common vote together as one class of common stock.
Except for voting rights, the Class A Common and Class B Common have the same rights and privileges.
1 unchanged sentence
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 years ended December 31, 2025 and 2024, respectively:
−Removed: (In thousands)
−Removed: Unrealized loss on marketable securities, net of tax
−Removed: Foreign currency translation adjustments
−Removed: Accumulated other comprehensive loss
+Added: (In thousands) Unrealized loss on marketable securities, net of tax Foreign currency translation adjustments Accumulated other comprehensive loss
Accumulated other comprehensive income/(loss), net of tax, at December 31, 2024 $ ( 317 ) $ ( 6,544 ) $ ( 6,861 )
3 unchanged sentences
Accumulated other comprehensive income/(loss), net of tax, at December 31, 2025 $ 131 $ 15,215 $ 15,346
−Removed: (In thousands)
−Removed: Unrealized loss on marketable securities, net of tax
−Removed: Foreign currency translation adjustments
−Removed: Accumulated other comprehensive loss
+Added: (In thousands) Unrealized loss on marketable securities, net of tax Foreign currency translation adjustments Accumulated other comprehensive loss
Accumulated other comprehensive income/(loss), net of tax, at December 31, 2023 $ ( 1,862 ) $ ( 8,330 ) $ ( 10,192 )
9 unchanged sentences
These are included in basic net income per share as of the date that all necessary conditions have been satisfied and are included in the denominator for dilutive calculation for the entire period if such shares would be issuable as of the end of the reporting period assuming the end of the reporting period was the end of the contingency period.
+Added: Table of Conten t s
GLOBUS MEDICAL, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: The following table sets forth the computation of basic and diluted earnings per share:
+Added: The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2025, 2024, and 2023:
(In thousands, except per share amounts) 2025 2024 2023
Net income/(loss) for basic $ 537,868 $ 102,984 $ 122,873
−Removed: Adjusted net income (loss) for diluted
Denominator for basic and diluted net income per share:
3 unchanged sentences
Earnings per share:
+Added: Basic $ 3.98 $ 0.76 $ 1.09
+Added: Diluted $ 3.92 $ 0.75 $ 1.07
Anti-dilutive stock options and RSUs excluded from the calculation 5,451 5,164 6,295
1 unchanged sentence
Anti-dilutive Senior Convertible Notes due 2025 excluded from the calculation — 3,618 3,618
−Removed: In accordance with ASU No.
−Removed: 2020-06, Debt with Conversion and Other Options (Subtopic 470-20), the Company applies the if-converted method in computing the effect of the 2025 Notes on diluted net income per share.
−Removed: For periods in which the Company reports net income, the numerator of the diluted per share computation is adjusted for interest expense and amortization of debt issuance costs, net of tax, and the denominator is adjusted for the weighted average number of shares into which each of the 2025 Notes could be converted.
−Removed: The effect is only included in the calculation of diluted net income per share for those 2025 Notes which reduce net income per share.
+Added: Total $ 5,451 $ 12,400 $ 13,531
STOCK-BASED AWARDS
We have four stock plans:
−Removed: 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”).
−Removed: The 2021 Plan and the Ellipse 2015 Plan are the only active stock plans.
−Removed: The purpose of the 2012 Plan was, and of the 2021 Plan is, to provide incentive to employees, directors, and consultants of Globus.
−Removed: The 2012 Plan, 2021 Plan, and Ellipse 2015 Plan are administered by the Board of Directors of Globus (the “Board”) or its delegates.
−Removed: The number, type of option, exercise price, and vesting terms are determined by the Board or its delegates in accordance with the terms of the 2012 Plan and 2021 Plan.
−Removed: The options granted expire on a date specified by the Board, which is ten years from the grant date.
−Removed: Options granted to employees vest in varying installments over a four-year period.
+Added: our 2012 Equity Incentive Plan (the “2012 Plan”), 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” and, together with the 2012 Plan, the 2021 Plan, and NuVasive 2014 Plan, the “Plans”).
+Added: The 2021 Plan is the only plan pursuant to which new awards may be granted.
The 2012 Plan was approved by our Board in March 2012, and by our stockholders in June 2012.
2 unchanged sentences
however, awards previously granted under the 2012 Plan remain outstanding and are administered by our Board under the terms and conditions of the 2012 Plan.
−Removed: Under the 2012 Plan, the aggregate number of shares of Class A Common that were able to be issued subject to options and other awards is equal to the sum of (i) 3,076,923 shares, (ii) any shares available for issuance under the 2008 Equity Incentive Plan as of March 13, 2012, (iii) any shares underlying awards outstanding under the 2008 Plan as of March 13, 2012 that, on or after that date, are forfeited, terminated, expired or lapse for any reason, or are settled for cash without delivery of shares and (iv) starting January 1, 2013, an annual increase in the number of shares available under the 2012 Plan equal to up to 3 % of the number of shares of our common and preferred stock outstanding at the end of the previous year, as determined by our Board.
−Removed: The number of shares that were able to be issued or transferred pursuant to incentive stock options under the 2012 Plan was limited to 10,769,230 shares.
−Removed: The shares of Class A Common covered by the 2012 Plan included authorized but unissued shares, treasury shares or shares of common stock purchased on the open market.
The 2021 Plan was approved by our Board in March 2021, and by our stockholders in June 2021.
+Added: The purpose of the 2021 Plan is to provide incentive to employees, directors, and consultants of Globus.
+Added: The 2021 Plan is administered by the Board of Directors of Globus (the “Board”) or its delegates.
Under the 2021 Plan, as amended to date, the aggregate number of shares of Class A Common that are able to be issued subject to options and other awards is equal to the sum of (i) 11,000,000 shares, (ii) any shares available for issuance under the 2012 Plan as of June 3, 2021 and (iii) any shares underlying awards outstanding under the 2012 Plan or 2021 Plan as of June 3, 2021 that, on or after that date, are forfeited, terminated, expired or lapse for any reason, or are settled for cash without delivery of shares.
1 unchanged sentence
The shares of Class A Common covered by the 2021 Plan include authorized but unissued shares, treasury shares or shares of common stock purchased on the open market.
−Removed: GLOBUS MEDICAL, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: In connection with the NuVasive Merger, the Company assumed outstanding awards for the RSUs and PRSUs under the NuVasive 2014 Plan and the Ellipse 2015 Plan in accordance with the terms in the Merger Agreement.
−Removed: The ultimate issuance amount of the PRSUs is determined by the Company’s Compensation Committee.
+Added: The number, type of awards, exercise price, and vesting terms are determined by the Board or its delegates in accordance with the terms of the 2021 Plan.
+Added: The options granted expire on a date specified by the Board, which is ten years from the grant date.
+Added: Options granted to employees vest in varying installments over a four-year period.
+Added: In connection with the NuVasive Merger, the Company assumed outstanding awards for the RSUs and PRSUs under the NuVasive 2014 Plan and the Ellipse 2015 Plan in accordance with the terms in the NuVasive Merger Agreement.
+Added: The ultimate issuance amount of the PRSUs is determined by the Compensation Committee of the Board.
Share payout levels range from 0 % to 100 % depending on the respective terms of an award.
1 unchanged sentence
The NuVasive 2014 Plan terminated as to new awards pursuant to its terms in the second quarter of 2024.
+Added: In accordance with its terms, the Ellipse 2015 Plan terminated as to new awards pursuant to its terms in the fourth quarter of 2025.
+Added: Table of Conten t s
+Added: GLOBUS MEDICAL, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Stock Options
Stock option activity during the year ended December 31, 2025 is summarized as follows:
−Removed: Shares (thousands)
−Removed: contractual
−Removed: life (years)
−Removed: (thousands)
+Added: Shares (thousands) Weighted
+Added: price Weighted
+Added: life (years) Aggregate
Outstanding at December 31, 2024 10,959 $ 55.47
+Added: Granted 2,544 80.75
+Added: Exercised ( 1,810 ) 49.23
+Added: Forfeited ( 1,114 ) 69.16
Outstanding at December 31, 2025 10,579 61.11 6.5 $ 283,485
3 unchanged sentences
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:
+Added: 2025 2024 2023
Risk-free interest rate 3.59 % - 4.52 % 3.52 % - 4.75 % 3.45 % - 4.77 %
4 unchanged sentences
Restricted Stock Units
−Removed: Restricted stock unit activity during the year ended December 31, 2024 is summarized as follows:
+Added: RSU activity during the year ended December 31, 2025 is summarized as follows:
Restricted Stock
−Removed: Units (thousands)
+Added: Units (thousands) Weighted
grant date fair value
−Removed: contractual
−Removed: life (years)
+Added: per share Weighted
Outstanding at December 31, 2024 416 $ 57.05
+Added: Granted 37 87.31
+Added: Vested ( 128 ) 54.10
+Added: Forfeited ( 22 ) 54.10
Outstanding at December 31, 2025 303 $ 59.56 2.9
+Added: Table of Conten t s
GLOBUS MEDICAL, INC.
2 unchanged sentences
Performance-Based Restricted Stock Units
−Removed: Performance-based restricted stock unit activity during the year ended December 31, 2024 is summarized as follows:
+Added: PRSU activity during the year ended December 31, 2025 is summarized as follows:
Performance-Based Restricted Stock
−Removed: Units (thousands)
+Added: Units (thousands) Weighted
grant date fair value
−Removed: contractual
−Removed: life (years)
+Added: per share Weighted
Outstanding at December 31, 2024 67 $ 53.57
+Added: Granted 2 87.18
+Added: Vested ( 23 ) 53.70
+Added: Forfeited ( 34 ) 52.30
Outstanding at December 31, 2025 12 $ 62.15 1.4
Stock-Based Compensation
−Removed: Compensation expense related to stock options granted to employees and non-employees under the Plans and the intrinsic value of stock options exercised was as follows:
+Added: Compensation expense related to stock options granted to employees and non-employees under the Plans and the intrinsic value of stock options exercised for the years ended December 31, 2025, 2024, and 2023 was as follows:
(In thousands) 2025 2024 2023
6 unchanged sentences
(In thousands) 2025 2024 2023
−Removed: The components of the provision for income taxes are as follows:
−Removed: (In thousands)
+Added: Domestic $ 586,468 $ 149,514 $ 181,752
+Added: Foreign 18,600 ( 28,792 ) ( 16,359 )
+Added: Total $ 605,068 $ 120,722 $ 165,393
+Added: Table of Conten t s
GLOBUS MEDICAL, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: The components of the provision for income taxes are as follows:
+Added: (In thousands) 2025 2024 2023
+Added: Current $ 40,455 $ 112,768 $ 81,504
+Added: Deferred 45,918 ( 104,581 ) ( 46,217 )
+Added: Current ( 3,527 ) 25,650 15,190
+Added: Deferred ( 38,753 ) ( 13,385 ) ( 6,421 )
+Added: Current 9,845 13,357 4,075
+Added: Deferred 13,262 ( 16,071 ) ( 5,611 )
+Added: Total $ 67,200 $ 17,738 $ 42,520
+Added: In December 2021, the Organization for Economic Co‑operation and Development (“OECD”) released model rules under the Pillar Two framework establishing a global minimum tax rate of 15%.
+Added: We evaluated the impact of these rules on our global tax profile, including the related top‑up tax requirements.
+Added: The Pillar Two provisions did not have a significant impact on our consolidated financial statements for the year ended December 31, 2025.
+Added: We will continue to monitor legislative developments as additional jurisdictions enact or amend tax laws implementing the Pillar Two framework.
+Added: On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (the “OBBBA”), which, among other things, modifies the international tax regime and extends or makes permanent various provisions from the Tax Cuts and Jobs Act, including bonus depreciation and research and development expensing.
+Added: The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.
+Added: The legislation did not have a material impact on our fiscal 2025 effective tax rate but resulted in lower cash tax payments.
+Added: We continue to review the OBBBA tax provisions to assess impacts to our consolidated financial statements
A reconciliation of the statutory U.S.
5 unchanged sentences
Valuation Allowance 10.6 0.4
+Added: Tax credits ( 9.0 ) ( 3.4 )
Stock-based compensation windfall ( 5.0 ) ( 0.9 )
2 unchanged sentences
Acquisition related charges — 4.9
+Added: Other 0.6 ( 0.2 )
Legal entity reorganization ( 8.6 ) —
1 unchanged sentence
Effective tax rate 14.7 % 25.7 %
+Added: Table of Conten t s
+Added: GLOBUS MEDICAL, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: ASU 2023-09 has been adopted prospectively.
+Added: Below is the expanded reconciliation of the statutory U.S.
+Added: federal tax rate to our effective rate for the year ended December 31, 2025:
+Added: (In thousands, except percentages) Balance Percentage
+Added: Statutory U.S.
+Added: federal tax rate $ 127,064 21.0 %
+Added: State income taxes, net of federal benefit (1)
+Added: ( 38,830 ) ( 6.4 )
+Added: Foreign taxes
+Added: Legal entity reorganization 32,768 5.4
+Added: Valuation Allowance ( 30,502 ) ( 5.0 )
+Added: Other ( 906 ) ( 0.1 )
+Added: Legal entity reorganization 9,932 1.6
+Added: Other ( 996 ) ( 0.2 )
+Added: Other 6,262 1.0
+Added: Effect of Cross Border Tax Laws 6,043 1.0
+Added: Tax credits ( 5,818 ) ( 1.0 )
+Added: Nontaxable or Nondeductible expenses
+Added: Other 5,539 0.9
+Added: Bargain Purchase ( 24,759 ) ( 4.1 )
+Added: Changes in unrecognized tax benefits ( 4,500 ) ( 0.7 )
+Added: Legal entity reorganization ( 10,848 ) ( 1.8 )
+Added: Other ( 3,249 ) ( 0.5 )
+Added: Effective tax rate $ 67,200 11.1 %
+Added: (1) State taxes in California make up the majority (greater than 50 percent) of the tax effect in this category.
Deferred income taxes reflect the tax effects of temporary differences between the basis of assets and liabilities recognized for financial reporting purposes and tax purposes.
9 unchanged sentences
Lease Liability 18,028 27,449
+Added: Other 8,229 45,703
Total deferred tax assets 559,470 459,643
6 unchanged sentences
Net deferred tax assets/(liabilities) $ 214,235 $ 91,126
+Added: Table of Conten t s
+Added: GLOBUS MEDICAL, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
1 unchanged sentence
Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that we will realize a portion of the benefits of these deductible differences at December 31, 2025 and 2024.
−Removed: The Company has established valuation allowances of $ 182.6 million and $ 190.8 million at December 31, 2024 and 2023, respectively, primarily related to the uncertainty of the utilization of certain deferred tax assets comprised of tax loss carryforwards in various jurisdictions.
−Removed: The decrease in the valuation allowance during 2024 was primarily driven by the internal reorganization, as well as the mix of earnings in loss entities.
+Added: The Company has established valuation allowances of $ 139.2 million and $ 182.6 million at December 31, 2025 and 2024, respectively, primarily related to the uncertainty of the utilization of certain deferred tax assets comprised of tax loss carryforwards and tax credits in various jurisdictions.
+Added: The decrease in the valuation allowance during 2025 was primarily driven by the legal entity reorganization and ability to utilize state credits and net operating losses.
The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.
−Removed: GLOBUS MEDICAL, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: At December 31, 2024, the Company had $ 1.3 million and $ 326.8 million of federal and foreign net operating loss carryforwards, respectively.
−Removed: Federal net operating loss carryforwards begin to expire in 2026 and foreign net operating losses carry forward indefinitely.
+Added: At December 31, 2025, the Company had $ 105.8 million, $ 30.5 million and $ 109.4 million of federal, state and foreign net operating loss carryforwards, respectively.
+Added: Federal and state net operating loss carryforwards begin to expire in 2026 and foreign net operating losses carry forward indefinitely.
The Company has California research and development income tax credit carryforwards of $ 40.3 million.
12 unchanged sentences
The additions related to the prior year tax positions for the year ended December 31, 2025 of $ 1.7 million are related to the historical positions from the NuVasive Merger, partially recorded to goodwill using the acquisition method of accounting.
−Removed: The reduction s related to prior year tax positions for the year ended December 31, 2024 of $ 7.9 million are primarily related to the resolution of certain foreign and U.S.
−Removed: federal tax positions.
+Added: The reductions related to prior year tax positions for the year ended December 31, 2025 of $ 5.5 million are primarily related to the resolution of certain foreign and U.S.
+Added: federal tax positions through audits and statute of limitation expirations.
The impact of our unrecognized tax benefits to the effective income tax rate is as follows:
3 unchanged sentences
and favorable treaties between the U.S.
−Removed: and countries in which the Company’s controlled foreign corporations operate, the Company has the ability to repatriate earnings without incurring additional tax liabilities.
−Removed: Accordingly, the Company has not recorded a liability for taxes associated with any future distributions of these undistributed earnings.
+Added: and countries in which the Company’s controlled foreign corporations operate, the Company has the ability to repatriate earnings without incurring significant tax liabilities.
+Added: Accordingly, the Company has recorded a liability for taxes associated with any future distributions of these undistributed earnings of $ 0.5 million.
Interest and penalties are recorded in the statement of income as provision for income taxes.
3 unchanged sentences
With few exceptions, we are no longer subject to income tax examination by tax authorities in major jurisdictions for years prior to 2020 as of December 31, 2025.
+Added: Table of Conten t s
+Added: GLOBUS MEDICAL, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
COMMITMENTS AND CONTINGENCIES
7 unchanged sentences
While it is not possible to predict the outcome for most of the matters discussed, we believe it is possible that costs associated with them could have a material adverse impact on our consolidated earnings, financial position or cash flows.
−Removed: GLOBUS MEDICAL, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Moskowitz Family LLC Litigation
−Removed: On November 20, 2019, Moskowitz Family LLC filed suit against us in the U.S.
+Added: On November 20, 2019, Moskowitz Family LLC (“Moskowitz”) filed suit against us in the U.S.
District Court for the Western District of Texas for patent infringement.
5 unchanged sentences
On December 14, 2023, a jury returned a defense verdict in favor of Globus.
−Removed: On September 30, 2024, Moskowitz Family LLC filed an appeal to the verdict.
+Added: 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 December 31, 2025.
+Added: Pimenta Litigation
+Added: On April 2, 2018, Dr.
+Added: Luiz Pimenta filed suit against NuVasive in the Superior Court of California, County of San Diego (“the Court”) for breach of contract alleging NuVasive improperly terminated the Clinical Advisor Agreement (the “Agreement”) between the parties (the “Pimenta Litigation”).
+Added: Pimenta sought monetary damages totaling $ 97 million, later reduced to $ 82 million, in the form of unpaid royalties relating to a number of NuVasive products.
+Added: On September 13, 2022, NuVasive filed cross-claims against Dr.
+Added: Pimenta for breach of contract alleging that Dr.
+Added: Pimenta improperly provided inventions to Alphatec Holdings, Inc., a competitor of NuVasive, without granting NuVasive the right of first negotiation under the Agreement.
+Added: NuVasive is seeking monetary damages in the form of lost profits related to the undisclosed inventions.
+Added: On November 4, 2025, a jury returned a verdict that included $ 28.7 million in damages against NuVasive on which statutory interest and costs will apply.
+Added: The jury did not award damages on the cross claims.
+Added: On January 28, 2026, the Court ruled on the post-trial motions and interest and costs associated with the damages.
+Added: As of December 31, 2025, we have recorded a liability of $ 43.1 million, which includes our accrual for interest and costs based on the Court's order, in our accrued expenses.
+Added: This provision for litigation charge is within our selling, general, and administrative expense financial statement line for the year ended December 31, 2025.
+Added: The Company intends to vigorously defend against these claims, including, but not limited to, filing appeals.
+Added: 4WEB LLC Litigation
+Added: On April 25, 2023, 4WEB LLC (“4WEB”) filed suit against NuVasive in the U.S.
+Added: District Court for the Eastern District of Texas alleging patent infringement.
+Added: 4WEB alleges that NuVasive willfully infringes one or more claims of eleven patents by making, using, offering for sale, or selling the Modulus ® line of products.
+Added: 4WEB seeks monetary damages and injunctive relief.
+Added: On May 2, 2024, this suit was transferred from the U.S.
+Added: District Court for the Eastern District of Texas to the U.S.
+Added: District Court for the Southern District of California.
+Added: The litigation is currently ongoing, and the outcome of this litigation cannot be determined, nor can we estimate a range of potential loss;
+Added: therefore, we have not recorded a liability, outside of counsel fees, related to this litigation as of December 31, 2025.
RESTRUCTURING AND OTHER COSTS
−Removed: As of December 31,2024, the Company incurred restructuring and other costs primarily related to employee termination benefits as a part of the Company’s 2024 Synergy Plan.
−Removed: The Company’s 2024 Synergy Plan was designed to optimize the organizational structure of Globus by reducing the size of our workforce.
−Removed: Impacted employees were notified during January 2024 and July 2024.
−Removed: Totals include stock-based compensation expense, classified in accordance with ASC 420, Exit or Disposal Cost Obligations , where applicable.
−Removed: The following table provides a summary of recognized pre-tax costs for the twelve months ended December 31, 2024:
−Removed: Twelve Months Ended
+Added: The Company recorded employee termination benefits as a part of the 2024 Synergy Plan and 2025 Strategic Integration Plan.
+Added: The 2024 Synergy Plan was designed to optimize the organizational structure of Globus by reducing the size of our workforce.
+Added: Impacted employees were notified during the first and third quarters of 2024 and the second quarter of 2025.
+Added: The 2025 Strategic Integration Plan was implemented to streamline operations.
+Added: Impacted employees were notified during the second quarter of 2025.
+Added: Totals include stock-based compensation expense, classified in accordance with ASC Topic 420, Exit or Disposal Cost Obligations, where applicable.
+Added: Table of Conten t s
+Added: GLOBUS MEDICAL, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: The 2024 Synergy Plan
+Added: The following table provides a summary of recognized pre-tax costs for the years December 31, 2025 and 2024, respectively :
(In thousands) 2025 2024
−Removed: December 31, 2024
Cost of Sales $ — $ 178
3 unchanged sentences
Total restructuring and other costs $ 3,571 $ 29,678
−Removed: The following table provides a summary of activity related to the restructuring program for the twelve months ended December 31, 2024:
−Removed: Twelve Months Ended
+Added: The following table provides a summary of activity related to the restructuring program for the years ended December 31, 2025 and 2024, respectively :
(In thousands) 2025 2024
−Removed: December 31, 2024
Beginning Balance $ 2,747 $ —
+Added: Net Charges 3,571 29,678
Cash Payments ( 5,734 ) ( 21,177 )
Settled non-cash (a)
−Removed: December 31, 2024
+Added: ( 523 ) ( 5,754 )
+Added: Ending Balance $ 61 $ 2,747
(a) Represents share-based compensation settled without cash payments.
+Added: The 2025 Strategic Integration Plan
+Added: There was no stock-based compensation expense included below.
+Added: The following table provides a summary of the recognized pre-tax costs for the year ended December 31, 2025:
+Added: (In thousands) December 31, 2025
+Added: Restructuring Costs $ 12,001
+Added: The following table provides a summary of activity related to the restructuring progra m year ended, December 31, 2025:
+Added: (In thousands) December 31, 2025
+Added: Beginning Balance $ —
+Added: Net Charges 12,001
+Added: Cash Payments ( 11,402 )
+Added: Foreign currency impact ( 18 )
+Added: Ending Balance $ 581
The Company leases certain equipment, vehicles, office and storage facilities via various operating and financing lease agreements.
4 unchanged sentences
We generally estimate discount rates using our incremental borrowing rate, and based on other information available, at commencement date of a lease when determining the present value of future payments, as most of our leases do not provide an implicit rate.
+Added: The Company includes financing lease right-of-use assets in other assets , short-term financing lease liabilities in accrued expenses , and long-term financing lease liabilities in other liabilities on the consolidated balance sheet.
+Added: Operating lease expense is recognized on a straight-line basis over the term of the lease, as a component of operating income on the consolidated statement of operations and
+Added: Table of Conten t s
GLOBUS MEDICAL, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: The Company includes financing lease right-of-use assets in other assets , short-term financing lease liabilities in accrued expenses , and long-term financing lease liabilities in other liabilities on the consolidated balance sheet.
−Removed: Operating lease expense is recognized on a straight-line basis over the term of the lease as a component of operating income on the consolidated statement of operations and comprehensive income.
+Added: comprehensive income.
Finance leases amortize the right-of-use assets and amortize the interest on the lease liability over the term of the lease.
−Removed: Amounts reported in the consolidated balance sheet were as follows:
+Added: Amounts reported in the consolidated balance sheet were as follows for the years ended December 31, 2025 and 2024:
(In thousands) 2025 2024
7 unchanged sentences
Total lease liabilities $ 119,440 $ 94,368
−Removed: The table below summarizes the Company’s lease costs arising from the operating and financing lease obligations:
−Removed: Twelve Months Ended
+Added: The table below summarizes the Company’s lease costs arising from the operating and financing lease obligations for the years ended December 31, 2025, 2024, and 2023:
(In thousands) 2025 2024 2023
6 unchanged sentences
Future minimum lease payments under non-cancellable leases as of December 31, 2025 are as follows:
−Removed: (In thousands)
+Added: (In thousands) Finance
+Added: Leases Operating
+Added: 2026 $ 380 $ 22,512
+Added: 2027 274 21,147
+Added: 2028 155 18,514
+Added: 2029 38 18,007
+Added: 2030 3 17,979
+Added: Thereafter — 57,956
Total minimum lease payments $ 849 $ 156,115
3 unchanged sentences
Long-term lease obligations $ 436 $ 103,918
−Removed: T he table below summarizes the Company’s supplemental cash flow information and assumptions used:
+Added: Table of Conten t s
GLOBUS MEDICAL, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: Twelve Months Ended
+Added: The table below summarizes the Company’s supplemental cash flow information and assumptions used for the years ended December 31, 2025, 2024, and 2023:
(In thousands, except weighted average lease term and discount rate) 2025 2024 2023
18 unchanged sentences
Under the 401(k) Plans, we make matching contributions ranging from 3 % to 4 % of the employee’s compensation for the period.
+Added: For the employees subject to the Nevro sponsored 401(k) Plan, we maintained the historical Nevro policy to match a portion of employee contributions for all qualified employees participating in the Nevro 401(k) Plan from acquisition date through the year ended December 31, 2025.
Additionally, we contribute to various foreign retirement benefit plans required by local law or coordinated with government sponsored plans which cover many of our international employees.
4 unchanged sentences
SEGMENT AND GEOGRAPHIC INFORMATION
−Removed: 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.
+Added: Operating segments are defined as components of an enterprise about 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.
−Removed: Scavilla, Chief Executive Officer is identified as the CODM who determines resource allocation, investing activities, and performance assessment.
+Added: Scavilla, our former Chief Executive Officer, was identified as our CODM until July 21, 2025, and Keith W.
+Added: Pfeil, our current Chief Executive Officer, has been identified as the CODM as of July 21, 2025.
+Added: The CODM determines resource allocation, investing activities, and performance assessment.
The CODM uses revenue, gross profit and operating income to assess financial performance of the segments and make key operating decisions.
1 unchanged sentence
The Company identified two operating segments, Musculoskeletal Solutions and Enabling Technologies, based on the overall management structure and business strategy.
−Removed: 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.
+Added: The Company aggregates these operating segments into one reportable segment, based on
+Added: Table of Conten t s
GLOBUS MEDICAL, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: 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 years ended December 31, 2025, 2024 and 2023, respectively:
−Removed: Cost of goods sold
+Added: (In thousands) 2025 2024 2023
+Added: Net sales $ 2,938,931 $ 2,519,354 $ 1,568,476
+Added: Cost of Sales and Operating expenses:
+Added: Cost of sales ( 819,124 ) ( 719,160 ) ( 404,785 )
Amortization of inventory fair value step-up (a)
−Removed: Depreciation cost of goods sold
−Removed: Research & development employee related cost
−Removed: Research & development other (b)
−Removed: Selling, general & administrative employee related cost
−Removed: Selling, general & administrative other (c)
+Added: ( 19,455 ) ( 215,420 ) ( 71,656 )
+Added: Depreciation related to cost of sales ( 119,224 ) ( 100,899 ) ( 71,733 )
+Added: Research and development employee-related cost ( 108,357 ) ( 119,166 ) ( 95,208 )
+Added: Research and development other (b)
+Added: ( 38,888 ) ( 44,588 ) ( 28,802 )
+Added: Selling, general and administrative employee-related cost ( 891,617 ) ( 763,188 ) ( 514,810 )
+Added: Selling, general and administrative other (c)
+Added: ( 210,112 ) ( 173,107 ) ( 103,858 )
Provision for litigation ( 37,737 ) ( 314 ) ( 434 )
Acquisition-related costs ( 42,326 ) ( 29,623 ) ( 68,274 )
+Added: Amortization of intangibles ( 118,194 ) ( 119,373 ) ( 51,032 )
Other segment expenses (d)
−Removed: Operating income
−Removed: Interest income (expense)
−Removed: FX transactional gain (loss)
−Removed: Income before taxes
−Removed: (a ) Amounts primarily related to inventory step-up associated with the NuVasive Merger
−Removed: (b) Amounts include IPR&D and other non-employee related costs
+Added: ( 50,668 ) ( 66,320 ) ( 26,880 )
+Added: Operating income/(Loss) 483,229 168,196 131,004
+Added: Interest income/(expense), net 7,141 ( 4,189 ) 20,130
+Added: Foreign currency transactional gain/(loss) ( 3,006 ) ( 43,285 ) 14,259
+Added: Bargain purchase gain 117,704 — —
+Added: Income/(loss) before income taxes $ 605,068 $ 120,722 $ 165,393
+Added: (a) Amounts primari ly related to inventory step-up associated with the NuVasive and Nevro Mergers.
+Added: (b) Amounts include In-Process Research and Development a nd other non-employee related costs.
(c) Amounts include non-employee related costs including taxes and fees.
4 unchanged sentences
International 571,335 519,288 288,711
+Added: Total $ 2,938,931 $ 2,519,355 $ 1,568,476
+Added: Table of Conten t s
GLOBUS MEDICAL, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: The following table represents total property and equipment, net by geographic area:
+Added: The following table represents total property and equipment, net by geographic area, based on the location of the customer :
Property and Equipment, Net
2 unchanged sentences
International 59,733 44,716
−Removed: SUBSEQUENT EVENT
−Removed: 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”).
−Removed: The Nevro Merger Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth therein, Palmer Merger Sub will merge with and into Nevro (the “Nevro Merger”), with Nevro surviving the merger as a wholly owned subsidiary of the Company.
−Removed: 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) will be cancelled and converted into the right to receive cash in an amount equal to $ 5.85 per share of Nevro Common Stock.
−Removed: The transaction represents a total equity value of approximately $ 250 million.
−Removed: Either Nevro or Globus may terminate the Nevro Merger Agreement under certain circumstances described in the Nevro Merger Agreement, resulting in a termination fee payable to the other equal to $ 10 million or $ 15 million, depending on such circumstances.
−Removed: Nevro will also be required to make a payment to Globus equal to $ 15 million if the Nevro Merger Agreement is terminated because Nevro’s stockholders fail to approve the Nevro Merger Agreement and, at the time of such failure, Nevro’s board of directors has not changed its recommendation to its stockholders in favor of the Nevro Merger.
−Removed: The transaction is expected to close late in the second quarter of 2025, subject to the approval of Nevro’s shareholders, regulatory approval, and other customary closing conditions.
+Added: Total $ 564,452 $ 567,718
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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.