Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
GLOBUS MEDICAL, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm ( Deloitte & Touche LLP , Philadelphia, Pennsylvania , PCAOB ID No. 34 )
63
Consolidated Balance Sheets
66
Consolidated Statements of Operations and Comprehensive Income
67
Consolidated Statements of Equity
68
Consolidated Statements of Cash Flows
70
Notes to Consolidated Financial Statements
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Globus Medical, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Globus Medical, Inc. and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
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.
Inventories Valuation – Refer to Notes 2 and 7 to the financial statements
Critical Audit Matter Description
Inventories are recorded at the lower of cost or net realizable value. Management periodically evaluates the carrying value of inventories in relation to the forecasts of product demand, which takes into consideration the estimated life cycle of product releases. When quantities on hand exceed sales forecasts, a write-down is recorded for such excess inventories. Changes in assumptions of product demand could have a significant impact on the amount of write-down recorded.
Given the inherent uncertainty in forecasting product demand, including the impact of product releases, auditing the reasonableness of management’s estimates and assumptions required a high degree of auditor judgment and an increased extent of effort.
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How the Critical Audit Matter Was Addressed in the Audit
Our procedures related to management’s forecasts of product demand used to record a write-down for excess and obsolete inventories included the following, among others:
• We tested the effectiveness of controls over management’s inventory valuation model, including those over management’s development and approval of product demand forecasts.
• We evaluated management’s ability to accurately forecast product demand by comparing actual results to management’s historical estimates.
• We selected a sample of products and verified that the product demand forecasts were supported by historical sales data and other current information.
• We performed corroborative inquiries with the personnel responsible for product development and sales forecasting to evaluate the reasonableness of the product demand forecasts.
• We tested the mathematical accuracy of management’s calculations.
Business Combinations – Nevro Merger — Refer to Notes 1 and 3 to the financial statements
Critical Audit Matter Description
On April 3, 2025, the Company completed its merger with Nevro Corp. ( “Nevro Merger”) with Nevro Corp. surviving as a wholly owned subsidiary of the Company, for total consideration of approximately $252.5 million. Management accounted for the acquisition as a business combination using the acquisition method of accounting. 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. Management utilized third-party valuation specialists to assist in the determination of the fair value of the assets acquired. The methods used to estimate the fair value involved significant assumption.
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; (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; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Nevro Merger included the following, among others:
• We read the agreement and plan of merger.
• 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.
• 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.
• We tested the accuracy of the purchase price allocation and bargain purchase gain recorded.
• 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
Philadelphia, Pennsylvania
February 24, 2026
We have served as the Company's auditor since 2017.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Globus Medical, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Globus Medical, Inc. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
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.
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. Accordingly, our audit did not include the internal control over financial reporting at Nevro.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
February 24, 2026
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GLOBUS MEDICAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, December 31,
(In thousands, except share and per share values) 2025 2024
ASSETS
Current assets:
Cash and cash equivalents $ 526,156 $ 784,438
Short-term marketable securities 31,087 105,619
Accounts receivable, net of allowances of $ 33,434 and $ 15,505 , respectively
678,938 557,697
Inventories 759,277 659,233
Prepaid expenses and other current assets 65,426 49,640
Income taxes receivable 64,727 20,633
Total current assets 2,125,611 2,177,260
Property and equipment, net 564,452 561,909
Operating lease right of use assets 63,786 49,647
Long-term marketable securities 71,819 66,134
Intangible assets, net 745,064 795,117
Goodwill 1,435,033 1,432,387
Other assets 78,781 75,096
Deferred income taxes 218,215 94,200
Total assets $ 5,302,761 $ 5,251,750
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable $ 98,852 $ 75,118
Accrued expenses 333,586 260,591
Operating lease liabilities 14,738 10,249
Income taxes payable 4,155 10,725
Senior convertible notes — 443,351
Business acquisition liabilities 19,513 33,739
Deferred revenue 27,655 22,140
Total current liabilities 498,499 855,913
Business acquisition liabilities, net of current portion 81,995 89,496
Operating lease liabilities 103,918 83,588
Deferred income taxes and other tax liabilities 23,756 23,889
Other liabilities 21,343 21,531
Total liabilities 729,511 1,074,417
Commitments and contingencies (Note 15)
Equity:
Class A common stock; $ 0.001 par value. Authorized 500,000,000 shares; issued and outstanding 112,625,126 and 114,990,219 shares at December 31, 2025 and December 31, 2024, respectively
113 115
Class B common stock; $ 0.001 par value. Authorized 275,000,000 shares; issued and outstanding 22,430,097 and 22,430,097 shares at December 31, 2025 and December 31, 2024, respectively
22 22
Additional paid-in capital 3,169,812 3,031,244
Accumulated other comprehensive income/(loss) 15,346 ( 6,861 )
Retained earnings 1,387,957 1,152,813
Total equity 4,573,250 4,177,333
Total liabilities and equity $ 5,302,761 $ 5,251,750
See accompanying notes to consolidated financial statements.
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GLOBUS MEDICAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Year Ended
December 31,
(In thousands, except per share amounts) 2025 2024 2023
Net sales $ 2,938,931 $ 2,519,355 $ 1,568,476
Cost of Sales and Operating expenses:
Cost of sales (exclusive of amortization of intangibles) 957,802 1,035,479 548,174
Research and development 147,246 163,754 124,010
Selling, general and administrative 1,178,498 981,362 643,844
Amortization of intangibles 118,194 119,373 51,032
Acquisition-related costs 42,326 29,623 68,274
Restructuring costs 15,049 23,773 —
Operating income/(loss) 479,816 165,991 133,142
Other income/(expense), net:
Interest income/(expense), net 7,141 ( 4,189 ) 20,130
Foreign currency transaction gain/(loss) ( 3,006 ) ( 43,285 ) 14,259
Bargain purchase gain 117,704 — —
Other income/(expense) 3,413 2,205 ( 2,138 )
Total other income/(expense), net 125,252 ( 45,269 ) 32,251
Income/(loss) before income taxes 605,068 120,722 165,393
Income tax provision/(benefit) 67,200 17,738 42,520
Net income/(loss) $ 537,868 $ 102,984 $ 122,873
Other comprehensive income/(loss), net of tax:
Unrealized gain/(loss) on marketable securities 448 1,545 13,231
Foreign currency translation gain/(loss) 21,759 1,786 1,207
Total other comprehensive income/(loss), net of tax 22,207 3,331 14,438
Comprehensive income/(loss) $ 560,075 $ 106,315 $ 137,311
Earnings per share:
Basic $ 3.98 $ 0.76 $ 1.09
Diluted $ 3.92 $ 0.75 $ 1.07
Weighted average shares outstanding:
Basic 135,215 135,726 113,087
Diluted 137,056 137,863 114,630
See accompanying notes to consolidated financial statements.
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GLOBUS MEDICAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
Class A
Common Stock Class B
Common Stock Additional paid-in
capital Accumulated other comprehensive
income/(loss) Retained
earnings Total
(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
Stock-based compensation — — — — 49,338 — — 49,338
Grant of contingent restricted stock units — — — — 2,406 — — 2,406
Exercise of stock options 1,810 2 — — 89,755 — — 89,757
Issuance of Class A common stock under employee and director equity option plans, net 113 — — — ( 2,931 ) — — ( 2,931 )
Comprehensive income/(loss) — — — — — 22,207 537,868 560,075
Repurchase and retirement of common stock ( 4,288 ) ( 4 ) — — — — ( 302,724 ) ( 302,728 )
Balance at December 31, 2025 112,625 $ 113 22,430 $ 22 $ 3,169,812 $ 15,346 $ 1,387,957 $ 4,573,250
See accompanying notes to consolidated financial statements.
Class A
Common Stock Class B
Common Stock Additional paid-in
capital Accumulated other comprehensive
income/(loss) Retained
earnings Total
(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
Stock-based compensation — — — — 54,287 — — 54,287
Grant of contingent restricted stock units — — — — 2,500 — — 2,500
Exercise of stock options 2,450 3 — — 110,437 — — 110,440
Issuance of Class A common stock under employee and director equity option plans, net 261 — — — ( 6,729 ) — — ( 6,729 )
Comprehensive income/(loss) — — — — — 3,331 102,984 106,315
Repurchase and retirement of common stock ( 1,627 ) ( 2 ) — — — — ( 87,437 ) ( 87,439 )
Balance at December 31, 2024 114,990 $ 115 22,430 $ 22 $ 3,031,244 $ ( 6,861 ) $ 1,152,813 $ 4,177,333
See accompanying notes to consolidated financial statements
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Class A
Common Stock Class B
Common Stock Additional paid-in
capital Accumulated other comprehensive
income/(loss) Retained
earnings Total
(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
Stock-based compensation — — — — 52,773 — — 52,773
Grant of contingent restricted stock units — — — — 1,925 — — 1,925
Exercise of stock options 387 — — — 12,396 — — 12,396
Issuance of Class A common stock under employee and director equity option plans, net 273 — — — ( 11,409 ) — — ( 11,409 )
Issuance of equity for NuVasive Merger 39,813 40 — — 2,184,112 — — 2,184,152
Comprehensive income/(loss) — — — — — 14,438 122,873 137,311
Repurchase and retirement of common stock ( 4,329 ) ( 4 ) — — — — ( 225,558 ) ( 225,562 )
Balance at December 31, 2023 113,906 $ 114 22,430 $ 22 $ 2,870,749 $ ( 10,192 ) $ 1,137,266 $ 3,997,959
See accompanying notes to consolidated financial statements.
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GLOBUS MEDICAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended
December 31,
(In thousands) 2025 2024 2023
Cash flows from operating activities:
Net income $ 537,868 $ 102,984 $ 122,873
Adjustments to reconcile net income to net cash provided by operating activities:
Bargain purchase gain ( 117,704 ) — —
Acquired in-process research and development — 12,613 —
Depreciation and amortization 276,842 253,389 145,526
Provision for excess and obsolete inventory 22,119 23,359 10,959
Amortization of acquisition accounting fair value step-up 26,112 242,050 79,832
Stock-based compensation expense 49,779 54,191 52,742
Allowance for expected credit losses 10,223 16,986 3,658
Change in fair value of business acquisition liabilities 13,462 26,521 17,434
Change in deferred income taxes 18,625 ( 125,902 ) ( 57,789 )
(Gain)/loss on disposal of assets, net 12,525 5,552 1,541
Payment of business acquisition-related liabilities ( 17,018 ) ( 18,763 ) ( 3,005 )
Net (gain)/loss from foreign currency adjustment ( 12,591 ) 25,212 ( 13,674 )
(Increase) decrease in:
Accounts receivable ( 52,182 ) ( 78,062 ) ( 49,914 )
Inventories ( 17,598 ) ( 29,860 ) ( 70,328 )
Prepaid expenses and other assets 11,132 1,059 1,148
Increase (decrease) in:
Accounts payable 8,487 17,663 ( 14,223 )
Accrued expenses and other liabilities 34,217 5,023 17,127
Income taxes payable/receivable ( 50,851 ) ( 13,377 ) ( 408 )
Net cash provided by/(used in) operating activities 753,447 520,638 243,499
Cash flows from investing activities:
Purchases of marketable securities ( 107,531 ) ( 113,504 ) ( 100,643 )
Maturities of marketable securities 63,880 58,666 240,190
Sales of marketable securities 115,608 11,851 537,723
Purchases of property and equipment ( 164,679 ) ( 115,429 ) ( 78,274 )
Acquisition of businesses, net of cash acquired and purchases of intangible and other assets ( 252,546 ) ( 17,635 ) ( 296,028 )
Acquisition of intangible assets ( 9,746 ) — —
Net cash provided by/(used in) investing activities ( 355,014 ) ( 176,051 ) 302,968
Cash flows from financing activities:
Payment of business acquisition-related liabilities ( 15,572 ) ( 45,619 ) ( 8,039 )
Net proceeds from exercise of stock options 89,757 110,439 12,397
Payments related to tax withholdings for share-based compensation ( 2,909 ) ( 6,729 ) ( 10,617 )
Repurchase of common stock ( 300,451 ) ( 85,787 ) ( 225,562 )
Repayment of senior convertible notes ( 449,985 ) — —
Net cash provided by/(used in) financing activities ( 679,160 ) ( 27,696 ) ( 231,821 )
Effect of foreign exchange rates on cash 22,445 255 2,180
Net increase/(decrease) in cash and cash equivalents ( 258,282 ) 317,146 316,826
Cash and cash equivalents at beginning of period 784,438 467,292 150,466
Cash and cash equivalents at end of period $ 526,156 $ 784,438 $ 467,292
Supplemental disclosures of cash flow information:
Income taxes paid, net $ 98,916 $ 158,508 $ 100,593
Non-cash investing and financing activities:
Equity issued in conjunction with the NuVasive Merger $ — $ — $ 2,153,860
Accrued purchases of property and equipment $ 13,454 $ 9,281 $ 7,100
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In accordance with the adoption of ASU No. 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. The Company adopted the standard as of January 1, 2025, with amendments applied prospectively. See Note 14, Income Taxes , for additional information.
Year Ended
December 31,
(In thousands) 2025
Supplemental cash flow information:
Federal $ 65,374
State 9,281
Foreign 24,261
Australia 9,996
Other Foreign Entities 14,265
Total cash paid for income taxes (net of refunds) $ 98,916
See accompanying notes to consolidated financial statements.
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GLOBUS MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BACKGROUND
(a) The Company
Globus Medical, Inc., together with its majority-owned or controlled subsidiaries, is a medical device company that develops and commercializes healthcare solutions with a mission to improve the quality of life of patients with musculoskeletal disorders. We are primarily focused on implants that promote healing in patients with musculoskeletal disorders, including the use of a robotic guidance and navigation system and products to treat patients who have experienced orthopedic traumas.
We are an engineering-driven company with a history of rapidly developing and commercializing advanced products and procedures to assist surgeons in effectively treating their patients and to address new treatment options. With numerous products launched since the founding of the Company, we offer a comprehensive portfolio of innovative and differentiated technologies that address a variety of musculoskeletal pathologies, anatomies, and surgical approaches.
We are headquartered in Audubon, Pennsylvania, and market and sell our products through our exclusive sales force in the United States (“U.S.”), as well as within North, Central & South America, Europe, Asia, Africa and Australia. We sell our products in the U.S. through a sales force comprised primarily of directly-employed and independent sales representatives. Our international sales force is comprised of directly-employed sales personnel, independent sales representatives, as well as exclusive and non-exclusive independent third-party distributors.
The terms the “Company,” “Globus,” “we,” “us” and “our” refer to Globus Medical, Inc. and, where applicable, our consolidated subsidiaries.
(b) NuVasive Merger
On September 1, 2023, pursuant to that certain merger agreement (the “NuVasive Merger Agreement”) with NuVasive, Inc. (“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”). 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.
Globus was deemed to be the accounting acquirer of NuVasive for accounting purposes under U.S. generally accepted accounting principles (“U.S. GAAP”). Accordingly, prior periods within these consolidated financial statements may not be comparable.
(c) Nevro Merger
On February 6, 2025, the Company entered into that certain merger agreement (the “Nevro Merger Agreement”) with Nevro Corp. (“Nevro”) and Palmer Merger Sub, Inc., a wholly owned subsidiary of the Company (“Palmer Merger Sub”). On April 3, 2025, pursuant to the terms of the Nevro Merger Agreement, Palmer Merger Sub merged with and into Nevro (the “Nevro Merger” and, together with the NuVasive Merger, the “NuVasive and Nevro Mergers”), with Nevro surviving as a wholly owned subsidiary of the Company. Upon the consummation of the Nevro Merger, each issued and outstanding share of common stock of Nevro, $ 0.001 par value per share, was cancelled and converted into the right to receive cash in an amount equal to $ 5.85 per share of common stock of Nevro, without interest and subject to any applicable withholding taxes. Refer to Note 3, Asset Acquisitions and Business Combinations for further information.
Globus was deemed to be the accounting acquirer of Nevro for accounting purposes under U.S. GAAP. Accordingly, prior periods within these consolidated financial statements may not be comparable.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP.
(b) Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Globus and its majority-owned or controlled subsidiaries. All intercompany balances and transactions are eliminated in consolidation.
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GLOBUS MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Variable Interest Entities
We provide intraoperative neuromonitoring (“IONM”) services through various majority owned or controlled subsidiaries, which collectively conduct business as NuVasive Clinical Services. In providing IONM services to surgeons and healthcare facilities across the U.S., the Company maintains contractual relationships with several physician practices (“PCs”). In accordance with authoritative guidance, the Company has determined that the PCs are variable interest entities and therefore, the accompanying consolidated financial statements include the accounts of the PCs from the date of acquisition. During the periods presented, the results of the PCs were immaterial to the Company’s financial statements. 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.
(c) Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. We base our estimates, in part, on historical experience that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary.
Significant areas that require estimates include revenue recognition, intangible assets, business acquisition liabilities, allowance for expected credit losses, stock-based compensation, reserves for excess and obsolete inventory, fair value measurements, useful lives of assets, the outcome of litigation, recoverability of intangible assets and income taxes. We are subject to risks and uncertainties due to changes in the healthcare environment, regulatory oversight, competition, and legislation that may cause actual results to differ from estimated results.
(d) Revenue Recognition
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: (i) identify the contract with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies its performance obligation(s). Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. For purposes of disclosure, we disaggregate our revenue into two categories, Musculoskeletal Solutions and Enabling Technologies.
Our Musculoskeletal Solutions products consist primarily of the implantable devices, disposables, unique instruments, and neuromonitoring services, used in an expansive range of spine, orthopedic trauma, hip, knee and extremity procedures. The majority of our Musculoskeletal Solutions contracts have a single performance obligation and revenue is recognized at a point in time. 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. 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. Our policy is to classify shipping and handling costs billed to customers as sales and the related expenses as cost of sales.
Nature of Products and Services
A significant portion of our Musculoskeletal Solutions product revenue is generated from consigned inventory maintained at hospitals or with sales representatives. Revenue from the sale of consigned musculoskeletal products is recognized when we transfer control, which occurs at the time the product is used or implanted. 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. For Musculoskeletal Solutions service transactions, we recognize revenue in the
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GLOBUS MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
The majority of Enabling Technologies product contracts contain multiple performance obligations, including maintenance and support, and revenue is recognized as we fulfill each performance obligation. When contracts have multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using an observable price to determine the standalone selling price of each distinct good or service in the contract. Revenue for the performance obligations recognized at a point of time is recognized when we transfer control to the customer, which is generally at the point of shipment, but can also be at either delivery or installation, depending on the terms of the arrangement. In certain cases, we offer the ability for customers to lease enabling technologies primarily on a non-sales type basis.
Contract Balances
Timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing.
Deferred revenue is comprised mainly of unearned revenue related to the sales of certain Enabling Technologies products, which includes maintenance and support services. Maintenance and support services are generally invoiced annually, at the beginning of each contract period, and revenue is recognized ratably over the maintenance period.
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.
The changes to contract liabilities related to deferred revenue for the year are as follows:
(In thousands) December 31, 2025
Beginning contract liabilities $ 31,809
Revenue recognized from contract liabilities ( 35,831 )
Advance consideration received during the period 40,936
Ending contract liabilities $ 36,914
(e) Concentrations of Credit Risk
Financial instruments, which potentially subject us to concentrations of credit risk, are primarily marketable securities and accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of entities comprising our customer base. We perform ongoing credit evaluations of our customers and generally do not require collateral.
There was no customer that accounted for 10% or more of sales for the years ended December 31, 2025, 2024, and 2023, respectively.
(f) Cash and Cash Equivalents
The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market accounts, commercial paper, government securities and corporate debt securities, are stated at fair value.
(g) Marketable Securities
Our marketable securities include municipal bonds, corporate debt securities, commercial paper, asset-backed securities, securities of government, federal agency, and other sovereign obligations 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. 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. Realized gains or losses from the sale of marketable securities are determined on a specific identification basis. Realized gains and losses, interest income and the amortization/accretion of premiums/discounts are included as a component of other income/(expense), net, on our consolidated statements of operations and comprehensive income. Interest receivable is recorded as a component of prepaid expenses and other current assets on our consolidated balance sheets.
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We invest in securities that meet or exceed standards as defined in our investment policy. Our policy also limits the amount of credit exposure to any one issue, issuer or type of security. We review declines in the fair value of our securities to determine whether they are resulting from expected credit losses or other factors. If the assessment indicates a credit loss exists, we recognize any measured impairment as an allowance for credit loss in our consolidated statements of operations. Any other impairments not recorded through allowance for credit losses is recognized in our other comprehensive income.
(h) Fair Value Measurements
Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or the liability in an orderly transaction between market participants on the measurement date. Additionally, a fair value hierarchy was established that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Our assets and liabilities measured at fair value on a recurring basis are classified and disclosed in one of the following three categories:
Level 1—quoted prices (unadjusted) in active markets for identical assets and liabilities;
Level 2—observable inputs other than quoted prices in active markets for identical assets and liabilities; and
Level 3—unobservable inputs in which there is little or no market data available, which require the reporting entity to use significant unobservable inputs or valuation techniques.
Contingent consideration represents contingent milestone, performance and revenue-sharing payment obligations related to acquisitions and is measured at fair value, based on significant inputs that are not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions we believe would be made by a market participant. We assess these assumptions on an ongoing basis as additional data impacting the assumptions is obtained. 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. 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. 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.
(i) Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The majority of our inventory is finished goods, and we utilize both in-house manufacturing and third-party suppliers to produce our products. We periodically evaluate the carrying value of our inventories in relation to estimated forecasts of product demand, which takes into consideration the life cycle of product releases. When quantities on hand exceed estimated sales forecasts, we record a write-down for such excess inventories. Once inventory has been written down, it creates a new cost basis for inventory that is not subsequently written up.
(j) Property and Equipment
Property and equipment is recorded at cost less accumulated depreciation. Additions or improvements are capitalized, while repairs and maintenance are expensed as incurred. Depreciation is recognized using the straight-line method over the related useful lives of the assets.
When assets are sold or otherwise disposed of, the related property, equipment, and accumulated depreciation amounts are relieved from the accounts, and any gain or loss is recorded in the consolidated statements of operations and comprehensive income.
(k) Goodwill and Intangible Assets
Goodwill represents the excess of purchase price over the fair values of the identifiable assets acquired less the liabilities assumed in the acquisition of a business. Goodwill is tested for impairment at least annually or whenever events or circumstances indicate that a carrying amount may not be recoverable. Goodwill is tested for impairment at the reporting unit level by comparing the reporting unit's carrying
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amount to the estimated fair value of the reporting unit. 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. 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. 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.
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. Intangible assets with finite useful lives are tested whenever events or circumstances indicate that a carrying amount of an asset (asset group) may not be recoverable. If an impairment is indicated, we measure the amount of the impairment loss as the amount by which the carrying amount exceeds the fair value of the asset. Fair value is generally determined using a discounted future cash flow analysis.
IPR&D has an indefinite life and is not amortized until completion of the project at which time the IPR&D becomes an amortizable asset. Intangible assets with indefinite useful lives are tested for impairment annually or whenever events or circumstances indicate that a carrying amount of an asset (asset group) may not be recoverable. If the related project is not completed in a timely manner, we may have an impairment related to the IPR&D, calculated as the excess of the asset’s carrying value over its fair value.
During the year ended December 31, 2025, there were no impairments in goodwill, finite-lived intangible assets, or IPR&D.
(l) Impairment of Long-Lived Assets
We periodically evaluate the recoverability of the carrying amount of long-lived assets, which include property and equipment, as well as whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. An impairment is assessed when the undiscounted future cash flows from the use and eventual disposition of an asset group are less than its carrying value. If an impairment is indicated, we measure the amount of the impairment loss as the amount by which the carrying amount exceeds the fair value of the asset group. Our fair value methodology is based on quoted market prices, if available. If quoted market prices are not available, an estimate of fair value is made based on prices of similar assets or other valuation techniques including present value techniques. During the years ended December 31, 2025, 2024, and 2023, we did no t record any impairment charges related to long-lived assets.
(m) Cost of Sales
Cost of sales consists primarily of costs from our manufacturing operations, costs of products purchased from third-party suppliers, reserves for excess and obsolete inventory, depreciation of surgical instruments and cases, royalties, shipping, inspection and related costs incurred in making our products available for sale or use.
(n) Research and Development
Research and development costs are expensed as incurred. Research and development costs include salaries, employee benefits, supplies, consulting services, clinical services and clinical trial costs, and facilities costs. Costs incurred in obtaining technology licenses and patents are charged immediately to research and development expense if the technology licensed has not reached technological feasibility and has no alternative future use.
(o) Stock-Based Compensation
The cost of employee and non-employee director awards is measured at the grant date fair value of the award and is recognized as expense over the requisite service period, which is generally the vesting period of the equity award. Expense for performance-based restricted stock units is recognized when the performance condition is deemed to be probable. Compensation expense for awards includes the impact of forfeiture in the period when they occur.
We estimate the fair value of stock options utilizing the Black-Scholes option-pricing model. Inputs to the Black-Scholes model include our stock price, expected volatility, expected term, risk-free interest rate and expected dividends. 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. Treasury securities appropriate for the expected terms of the stock options. The dividend yield assumption is based on the history and expectation of no dividend payouts. 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.
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We assumed equity-classified awards for certain NuVasive RSUs, and performance restricted stock units (“PRSUs”), as part of the NuVasive Merger. These RSUs and PRSUs are measured at the grant date based on the estimated fair value of the award. The fair value of equity instruments that are expected to vest is recognized and amortized over the requisite service period. The Company has granted awards with up to five-year graded or cliff vesting terms (in each case, with service through the date of vesting being required). No exercise price or other monetary payment is required for receipt of the shares issued in settlement of the respective award; instead, consideration is furnished in the form of the participant’s service to the Company.
The fair value of RSUs, including PRSUs with pre-defined performance criteria, is based on the stock price on the date of grant, whereas the expense for PRSUs with pre-defined performance criteria is adjusted with the probability of achievement of such performance criteria at each period end.
(p) Derivative Financial Instruments
The Company recognizes all derivative instruments as assets or liabilities in its consolidated balance sheets and measures these instruments at fair value by revaluing these assets and liabilities at the end of each reporting period. Gains and losses are recorded as a component of other expense, net in the consolidated statements of operations and comprehensive income. The effects of these derivative instruments are immaterial to the Company’s financial statements.
(q) Other Comprehensive Income (Loss)
Other comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Other comprehensive income (loss) includes net of tax, unrealized gains or losses on the Company’s marketable debt securities and foreign currency translation adjustments.
(r) Acquisition-Related Costs
The Company incurs certain costs related to acquisition, which include severance, investment banking fees, legal fees, consulting fees, leasehold exit costs, costs related to the Nevro Merger, third-party acquisition costs and contingent consideration fair value adjustments and other costs directly associated with such activities. Contingent consideration is accrued based on the fair value of the expected payment, and such accruals are subject to increase or decrease based on the assessment of the likelihood that the contingent milestones will be achieved resulting in payment. If an accrual for contingent consideration decreases based upon the assessment during a particular period, it results in a reduction of costs during such period, which the Company records as a benefit.
(s) Foreign Currency Translation
The functional currency of our foreign subsidiaries is generally their local currency. Assets and liabilities of the foreign subsidiaries, and intercompany receivables and payables of a long-term investment nature, are translated at the period end currency exchange rate and revenues and expenses are translated at an average currency exchange rate for the period. The resulting foreign currency translation gains and losses are included as a component of accumulated other comprehensive income. Gains and losses arising from intercompany foreign transactions are included in other income, net on the consolidated statements of operations and comprehensive income.
(t) Restructuring Costs
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). These plans were designed to optimize the organizational structure, merge synergies and leverage the strength of both commercial organizations. As a result of aligning the cost structure of the Company’s businesses and corporate functions with its financial objectives, the Company also recorded employee separation charge and one-time termination benefits.
(u) Accounts Receivable and Related Valuation Accounts
Accounts receivable in the accompanying consolidated balance sheets are presented net of allowances for expected credit losses. We maintain an allowance for expected credit losses resulting from the inability of its customers, including hospitals, ambulatory surgery centers, and distributors, to make required payments.
The allowance for credit losses is calculated quarterly and is estimated on a region-by-region basis considering a number of factors including age of account balances, collection history, historical account write-offs, third-party credit reports, identified trends, current economic conditions, and supportable forecasted economic expectations. The allowance is adjusted on a specific identification basis for certain accounts as well as pooling of accounts with similar characteristics. An increase in the provision for credit losses may be required when the financial condition of our customers or their collection experience deteriorates. 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.
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(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. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which such items are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. 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.
Significant judgment is required in determining income tax provisions and in evaluating tax positions. We will establish additional provisions for income taxes when, despite the belief that tax positions are fully supportable, there remain certain positions that do not meet the minimum probability threshold that a tax position is more likely than not to be sustained upon examination by the taxing authority. In the normal course of business, we and our subsidiaries are examined by various federal, state, and foreign tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of the provision for income taxes. 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.
(w) Recently Issued Accounting Pronouncements
In December 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2025-11 Interim Reporting (Topic 270) . ASU No. 2025-11 clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide clarity about the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements. 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. GAAP. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, and early adoption is permitted. Entities may apply the guidance prospectively or retrospectively. The Company is currently evaluating the impact the standard will have on its interim consolidated financial statements and related disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) : Targeted Improvements to the Accounting for Internal-Use Software. ASU No. 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. ASU No. 2025-06 is effective for fiscal years beginning after December 15, 2027, and early adoption is permitted. Entities may apply the guidance prospectively, retrospectively, or using a modified retrospective approach. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets . ASU No. 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. The expedient applies only to assets with contractual lives of one year or less. ASU No. 2025‑05 is effective for fiscal years beginning after December 15, 2025, and early adoption is permitted. The amendments should be applied prospectively. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures.
In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) . ASU No. 2025-01 amends the effective date of ASU No. 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. 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. The amendments should be applied prospectively, with retrospective applications also permitted. Additionally, in December 2024, the FASB issued ASU No. 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: (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization in the notes to financial statements at interim and annual reporting periods. This update is effective for fiscal years beginning after December 15, 2026, and early adoption is permitted. The amendments should be applied prospectively, with retrospective applications also permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures.
(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. 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
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flows. Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. The Company adopted ASU 2023-09 as of January 1, 2025 and amendments were applied prospectively. 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. 2023-07 , Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements. The amendment introduced new requirements to disclose significant segment expenses regularly provided to the chief operating decision maker (“CODM”), extend certain annual disclosures to interim periods, clarify that single reportable segment entities must apply ASC 280 in its entirety, permit more than one measure of segment profit or loss to be reported under certain conditions, and require disclosure of the title and position of the CODM. This update is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years after December 15, 2024. Early adoption is permitted. The amendment was applied retrospectively. The Company adopted ASU No. 2023-07 as of January 1, 2024. See Note 19, Segment and Geographic Information in the accompanying notes to the consolidated financial statements for further detail.
In June 2022, the FASB issued ASU No. 2022-03 , Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The ASU introduces new disclosure requirements to provide investors with information about contractual restrictions, including the nature and remaining duration of such restrictions. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. The Company adopted ASU No. 2022-03 as of January 1, 2024. The adoption did not have any material impact on the Company’s consolidated financial statements.
NOTE 3. ASSET ACQUISITIONS AND BUSINESS COMBINATIONS
Asset Acquisitions
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). 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. The asset will be amortized over its estimated useful life of seven years .
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. 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. The fair value of the assets acquired are concentrated in a similar identified asset, IPR&D of the acquired technology, thus satisfying the requirements of the screen test in ASC 805, Business Combinations. At the date of the acquisition, the Company determined that the development of the projects underway had not yet reached technological feasibility and that the research in process had no alternative future use. Accordingly, the acquired IPR&D of $ 12.6 million was charged to research and development expense in the consolidated statements of operations and comprehensive income. The purchase price consisted of $ 12.0 million of cash paid at closing. The transaction also provides for $ 12.0 million of contingent consideration, which is payable upon meeting the Good Manufacturing Process milestones, as promulgated by the U.S. Food and Drug Administration (the “FDA”), and consideration of $ 10.0 million contingent upon the developed products obtaining approval from the FDA. 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
During the third quarter of 2024, the Company completed one acquisition that was not material to the overall consolidated financial statements during the periods presented. This acquisition has been included in the consolidated financial statements from the date of acquisition. The purchase price consisted of approximately $ 0.1 million of cash paid at closing and $ 4.0 million in contingent consideration payments, resulting in goodwill of $ 4.1 million based on the estimated fair values. The contingent payments for this acquisition are based upon achieving various performance milestones over a period of five years and are payable in cash.
During the second quarter of 2024, the Company completed one acquisition that was not material to the overall consolidated financial statements during the periods presented. This acquisition has been included in the consolidated financial statements from the date of acquisition. The purchase price consisted of approximately $ 0.1 million of cash paid at closing and $ 1.9 million in contingent consideration payments, resulting in goodwill of $ 2.0 million based on the estimated fair values. The contingent payments for this acquisition are based upon achieving various performance milestones over a period of five years and are payable in cash.
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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. This acquisition has been included in the consolidated financial statements from the date of acquisition. The purchase price consisted of approximately $ 0.5 million of cash paid at closing and $ 19.1 million of contingent consideration payments, resulting in goodwill of $ 17.9 million and reacquired rights of $ 1.8 million based on the estimated fair values. 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.
NuVasive Merger
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.
The aggregate consideration in connection with the closing of the NuVasive Merger was $ 2.604 billion. The Company recorded net identifiable assets of $ 1.394 billion and goodwill of $ 1.210 billion.
Nevro Merger
On February 6, 2025, the Company entered into the Nevro Merger Agreement with Nevro. On April 3, 2025, pursuant to the terms of the Nevro Merger Agreement, Palmer Merger Sub merged with and into Nevro, with Nevro surviving as a wholly owned subsidiary of the Company. At the consummation of the Nevro Merger, each issued and outstanding share of common stock of Nevro, $ 0.001 par value per share, was converted into cash in an amount equal to $ 5.85 per share of common stock of Nevro.
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. Of the total consideration for the cash settled equity awards, $ 9.5 million was allocated to the purchase price and $ 15.1 million was deemed compensatory as it was attributable to post acquisition vesting and was expensed on the acquisition date due to cash settlement.
Concurrently with the Nevro Merger, 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.
The aggregate consideration in connection with the closing of the Nevro Merger was as follows:
(In thousands except share and per share values)
Nevro shares outstanding as of April 3, 2025 38,383
Price paid per share $ 5.85
Total consideration paid for outstanding Nevro common stock $ 224,538
Repayment of Nevro's term loans, warrants, and other transaction costs 18,515
Fair value of cash settled equity awards 9,493
Total purchase price $ 252,546
We accounted for the Nevro Merger using the acquisition method of accounting, which requires Nevro’s assets and liabilities to be recorded on our balance sheet at fair value as of the acquisition date. We will complete a final determination of the fair value of certain assets and liabilities within the one-year measurement period from the date of acquisition as required by FASB ASC Topic 805, “ Business Combinations ” . The preliminary fair value estimates for the assets acquired and liabilities assumed were based upon preliminary calculations, valuations, and assumptions that are subject to change as the Company obtains additional information during the measurement period.
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The following table summarizes the preliminary purchase price allocation for the Nevro Merger as of December 31, 2025:
(In thousands) Preliminary Purchase Price Allocation as of
April 3, 2025 Measurement Period and Other
Adjustments Preliminary Purchase Price Allocation as of
December 31, 2025 (as adjusted)
Current assets (excluding accounts receivable and inventories) $ 10,328 $ — $ 10,328
Accounts receivable 70,754 — 70,754
Inventories 115,416 1,400 116,815
Property and equipment 29,051 — 29,051
Operating lease right of use assets 12,269 — 12,269
Intangible assets 53,600 2,400 56,000
Other long-term assets 4,223 — 4,223
Deferred income taxes 141,510 3,343 144,853
Total Assets $ 437,150 $ 7,143 $ 444,293
Current Liabilities (excluding operating lease liabilities) $ 46,880 $ — $ 46,880
Operating lease liabilities, including current portion 27,163 — 27,163
Total liabilities $ 74,043 $ — $ 74,043
Fair value of acquired identifiable assets and liabilities $ 363,107 $ 7,143 $ 370,250
Less: Purchase price $ 252,546 $ — $ 252,546
Bargain purchase gain $ 110,561 $ 7,143 $ 117,704
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. The gain on bargain purchase occurred primarily due to the recognition of the deferred tax assets. The deferred tax assets were comprised primarily of pre-acquisition federal net operating loss carryforwards with an indefinite carryforward period. The majority of the bargain purchase gain is non-taxable for tax purposes. Total transaction costs incurred in connection with the Nevro Merger were $ 28.9 million for the year ended December 31, 2025. 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. The fair value measurements for property and equipment and intangible assets are based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements.
The preliminary fair value of work-in-process and finished goods inventory utilizes a sales comparison approach which estimates the selling price of the inventory in completed condition less costs of disposal and a reasonable profit allowance for the selling effort.
The preliminary fair value of property and equipment utilizes a combination of the cost approach, income approach, and sales comparison approach less amounts for capitalized research and development costs existing on Nevro’s closing balance sheet.
The preliminary fair value of the identifiable intangible assets was determined using variations of the income approach, namely the multi-period excess earnings and relief from royalty methodologies. The most significant assumptions applied in the development of the intangible asset fair values include: the amount and timing of future cash flows, the selection of discount and royalty rates, and the assessment of the asset’s economic life.
These estimates and assumptions are subject to change within the measurement period, which is up to 12 months after the acquisition date. The allocation of the purchase price for this acquisition has been prepared on a preliminary basis and changes to the allocation of certain assets and liabilities may occur as additional information becomes available.
The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes the estimated fair value of Nevro’s identifiable intangible assets acquired and their remaining amortization period (in years):
Fair Value as of
(In thousands) December 31, 2025 Useful Life
Developed technology $ 36,000 7
Customer relationships 11,500 10
Trade names 8,500 15
Nevro’s results have been included in the Company’s financial statements for the period subsequent to the date of the acquisition on April 3, 2025. Nevro contributed revenues and net loss 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 .
NOTE 4. NET SALES
The following table represents net sales by product category for the years ended December 31, 2025, 2024, and 2023:
Year Ended
December 31,
(In thousands) 2025 2024 2023
Musculoskeletal Solutions $ 2,797,923 $ 2,365,352 $ 1,448,260
Enabling Technologies 141,008 154,003 120,216
Total net sales $ 2,938,931 $ 2,519,355 $ 1,568,476
NOTE 5. MARKETABLE SECURITIES
The composition of our short-term and long-term marketable securities as of December 31, 2025 and 2024 were as follows:
December 31, 2025
(In thousands) Amortized
Cost Gross
Unrealized
Gains Gross Unrealized Losses Fair
Value
Short-term:
Municipal bonds $ 5,943 $ 4 $ — $ 5,947
Corporate debt securities 4,180 1 — 4,181
Commercial paper 15,622 5 — 15,627
Government, federal agency, and other sovereign obligations 5,323 9 — 5,332
Total short-term marketable securities $ 31,068 $ 19 $ — $ 31,087
Long-term:
Municipal bonds $ 3,600 $ 9 $ — $ 3,609
Corporate debt securities 33,187 61 ( 2 ) 33,246
Asset-backed securities 19,151 31 ( 4 ) 19,178
Government, federal agency, and other sovereign obligations 15,742 44 — 15,786
Total long-term marketable securities $ 71,680 $ 145 $ ( 6 ) $ 71,819
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2024
(In thousands) Amortized
Cost Gross
Unrealized
Gains Gross Unrealized Losses Fair
Value
Short-term:
Municipal bonds $ 8,990 $ 8 $ ( 25 ) $ 8,973
Corporate debt securities 29,596 1 ( 62 ) 29,535
Commercial paper 36,527 4 ( 1 ) 36,530
Government, federal agency, and other sovereign obligations 30,676 4 ( 99 ) 30,581
Total short-term marketable securities $ 105,789 $ 17 $ ( 187 ) $ 105,619
Long-term:
Municipal bonds $ 6,538 $ — $ ( 13 ) $ 6,525
Corporate debt securities 25,382 4 ( 115 ) 25,271
Asset-backed securities 19,690 2 ( 71 ) 19,621
Government, federal agency, and other sovereign obligations 14,772 2 ( 57 ) 14,717
Total long-term marketable securities $ 66,382 $ 8 $ ( 256 ) $ 66,134
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.
Purchases of marketable securities include amounts payable to brokers for $ 2.0 million and zero as of December 31, 2025 and 2024, respectively. These amounts are classified within accrued expenses on our Consolidated Balance Sheet.
NOTE 6. 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:
(In thousands) Balance at
December 31,
2025 Level 1 Level 2 Level 3
Assets:
Cash equivalents $ 311,708 $ 287,574 $ 24,134 $ —
Municipal bonds 9,556 — 9,556 —
Corporate debt securities 37,427 — 37,427 —
Commercial paper 15,627 — 15,627 —
Asset-backed securities 19,178 — 19,178 —
Government, federal agency, and other sovereign obligations 21,118 17,046 4,072 —
Liabilities:
Business acquisition liabilities 101,508 — — 101,508
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands) Balance at
December 31,
2024 Level 1 Level 2 Level 3
Assets:
Cash equivalents $ 496,676 $ 423,977 $ 72,699 $ —
Municipal bonds 15,498 — 15,498 —
Corporate debt securities 54,806 — 54,806 —
Commercial paper 36,530 — 36,530 —
Asset-backed securities 19,621 — 19,621 —
Government, federal agency, and other sovereign obligations 45,298 — 45,298 —
2025 Hedge 22 — 22 —
Liabilities:
Senior Convertible Notes due 2025 443,003 443,003 — —
Bifurcated Conversion Option of the Senior Convertible Notes due 2025 22 — 22 —
Business acquisition liabilities 123,235 — — 123,235
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.
Fair value of the revenue-based business acquisition liabilities was determined using a discounted cash flow model, probability model and an option pricing methodology. The significant inputs of such models are not observable in the market, such as certain financial metric growth rates, volatility and discount rates, market price risk adjustment, projections associated with the applicable milestone, the interest rate, and the related probabilities and payment structure in the contingent consideration arrangement.
The following are the significant unobservable inputs used in the two valuation techniques:
Unobservable input Range Weighted Average*
Revenue risk premium 1.6 % - 5.5 % 2.5 %
Revenue volatility 14.0 % - 15.8 % 14.8 %
Discount rate 4.5 % - 8.5 % 5.0 %
Projected year of payment 2026 - 2035
* The weighted average rates were calculated based on the relative fair value of each business acquisition liability.
The change in the carrying value of the business acquisition liabilities during the years ended December 31, 2025 and 2024, respectively, included the following:
December 31,
(In thousands) 2025 2024
Beginning balance $ 123,235 $ 139,358
Purchase price contingent consideration — 25,111
Changes resulting from foreign currency fluctuations ( 253 ) 246
Contingent cash payments ( 32,590 ) ( 64,382 )
Contingent RSU grants ( 2,406 ) ( 2,500 )
Changes in fair value of business acquisition liabilities 13,462 26,521
Contractual payable reclassification 60 ( 1,119 )
Ending balance $ 101,508 $ 123,235
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We translate the financial statements of our foreign subsidiaries with functional currencies other than the U.S. dollar into the U.S. dollar for consolidation using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. Some of our reporting entities conduct a portion of their business in currencies other than the entity’s functional currency. These transactions give rise to receivables and payables that are denominated in currencies other than the entity’s functional currency. The value of these receivables and payables is subject to changes in currency exchange rates from the point at which the transactions are originated until the settlement in cash. 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. 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. The fair value is based on a quoted market price (Level 1). As of December 31, 2025, a notional principal amount of $ 12.5 million was outstanding to hedge currency risk relative to our foreign currency-denominated receivables and payables. Derivative instrument net gain on our forward exchange contracts were $ 0.6 million as of December 31, 2025 and are included in other expense, net in the Consolidated Statements of Operations and Comprehensive Income. The fair value of the forward exchange contract derivative instrument asset (liability) was di minimis as of December 31, 2025. 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.
NOTE 7. INVENTORIES
Inventories included the following as of December 31, 2025 and 2024, respectively:
December 31,
(In thousands) 2025 2024
Raw materials $ 162,247 $ 121,984
Work in process 64,462 45,775
Finished goods 532,568 491,474
Total inventories $ 759,277 $ 659,233
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. 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. The net adjustments for the years ended December 31, 2025, 2024, and 2023 reflect a combination of additional expense for excess and obsolete related provisions ($ 40.8 million, $ 34.2 million, and $ 18.1 million, respectively) offset by sales and disposals ($ 18.6 million, $ 10.8 million, and $ 7.2 million, respectively) of inventory for which an excess and obsolete provision was previously recorded.
NOTE 8. PROPERTY AND EQUIPMENT
Property and equipment included the following as of December 31, 2025 and 2024, respectively:
Useful Life December 31, December 31,
(In thousands) (in years) 2025 2024
Land — $ 10,849 $ 9,731
Buildings and improvements 31.5 127,573 100,128
Equipment 5 - 15
258,475 215,100
Instruments, modules, and cases 5 813,488 741,125
Other property and equipment 3 - 5
59,067 41,611
1,269,452 1,107,695
Less: accumulated depreciation and amortization ( 705,000 ) ( 545,786 )
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Depreciation expense related to property and equipment was as follows during the years ended December 31, 2025, 2024, and 2023:
Year Ended
December 31,
(In thousands) 2025 2024 2023
Depreciation $ 159,286 $ 134,651 $ 93,702
NOTE 9. GOODWILL AND INTANGIBLE ASSETS
The change in the carrying amount of goodwill during the years ended December 31, 2025 and 2024, respectively, included the following:
(In thousands)
December 31, 2023 $ 1,434,540
Additions and adjustments ( 550 )
Foreign exchange ( 1,603 )
December 31, 2024 1,432,387
Foreign exchange 2,646
December 31, 2025 $ 1,435,033
Intangible assets as of December 31, 2025 included the following:
December 31, 2025
(In thousands) Weighted
Average
Amortization
Period
(in years)
Gross
Carrying
Amount Accumulated
Amortization Intangible
Assets,
net
Customer relationships & other intangibles 10.5 $ 367,184 $ ( 116,701 ) $ 250,483
Developed technology 7.9 725,237 ( 248,098 ) 477,139
Patents 14.1 14,744 ( 6,410 ) 8,334
Trade names 15.3 10,034 ( 926 ) 9,108
Total intangible assets $ 1,117,199 $ ( 372,135 ) $ 745,064
Intangible assets as of December 31, 2024 included the following:
December 31, 2024
(In thousands) Weighted
Average
Amortization
Period
(in years)
Gross
Carrying
Amount Accumulated
Amortization Intangible
Assets,
net
Customer relationships & other intangibles 10.6 $ 354,192 $ ( 87,725 ) $ 266,467
Developed technology 8.0 681,477 ( 157,889 ) 523,588
Patents 16.1 9,023 ( 5,057 ) 3,966
Trade names 16.7 1,535 ( 439 ) 1,096
Total intangible assets $ 1,046,227 $ ( 251,110 ) $ 795,117
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table summarizes amortization of intangible assets for future periods as of December 31, 2025:
(In thousands) Annual
Amortization
2026 $ 116,833
2027 115,728
2028 112,258
2029 111,938
Thereafter 288,307
Total $ 745,064
NOTE 10. ACCRUED EXPENSES
Accrued expenses as of December 31, 2025 and 2024, respectively, included the following:
December 31,
(In thousands) 2025 2024
Compensation and other employee-related costs $ 167,105 $ 151,819
Legal and other settlements and expenses 51,875 6,746
Accrued non-income taxes 29,240 34,088
Royalties 11,632 10,612
Rebates 47,503 33,105
Other 26,231 24,221
Total accrued expenses $ 333,586 $ 260,591
NOTE 11. DEBT
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:
December 31,
(In thousands) 2025 2024
0.375 % Senior Convertible Notes due 2025:
Principal $ — $ 449,987
Unamortized fair value adjustment for acquisition accounting — 6,658
0.375 % Senior Convertible Notes due 2025
— 443,329
Embedded Conversion Option — 22
Debt, net of unamortized fair value adjustments for acquisition accounting $ — $ 443,351
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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:
Year Ended
December 31,
(In thousands) 2025 2024 2023
Interest expense:
Contractual coupon interest $ 281 $ 1,688 $ 364
Amortization of fair value adjustments for acquisition accounting 6,658 26,630 9,076
Total interest expense recognized on Senior Convertible Notes due 2025 $ 6,939 $ 28,318 $ 9,440
Effective interest rates:
Senior Convertible Notes due 2025 6.2 % 6.4 % 6.8 %
Line of Credit
In September 2023, we entered into an unsecured credit agreement with U.S. Bank National Association, as administrative agent, Citizens Bank, N.A., as syndication agent, Royal Bank of Canada, as documentation agent, U.S. Bank National Association and Citizens Bank, N.A., as joint lead arrangers and joint book runners, and the other lenders referred to therein (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 . 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. 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). 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. During 2025, we borrowed $ 20.0 million under the September 2023 Credit Agreement, which was repaid during the year. 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
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 ” ).
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. 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. 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. 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). 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.
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. 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. As a result of the NuVasive Merger and recognizing the fair value of the 2025 Notes, along with the embedded conversion
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
There were no Convertible Senior Notes outstanding as of December 31, 2025.
2025 Hedges
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. 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. 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 . 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. 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. 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. 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 . 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.
NOTE 12. EQUITY
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. 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. 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. 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. The repurchase program has no time limit and may be suspended for periods or discontinued at any tim e.
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. 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. Funding of share repurchases is expected to come from operating cash flows and excess cash.
Shares repurchased by the Company are accounted for under the constructive retirement method, in which the shares repurchased, are immediately retired, as there is no plan to reissue the shares. The value of the retired shares includes the 1% excise tax accrual as a result of the Inflation Reduction Act of 2022 . The Company made an accounting policy election to charge the excess of repurchase price over par value entirely to retained earnings.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Common Stock
Our Amended and Restated Certificate of Incorporation provides for a total of 775,000,000 authorized shares of common stock. Of the authorized number of shares of common stock, 500,000,000 shares are designated as Class A Common and 275,000,000 shares are designated as Class B common stock (“Class B Common”).
The holders of Class A Common are entitled to one vote for each share of Class A Common held. The holders of Class B Common are entitled to 10 votes for each share of Class B Common held. Each share of our Class B Common is convertible at any time at the option of the holder into one share of our Class A Common. In addition, each share of our Class B Common will convert automatically into one share of our Class A Common upon any transfer, whether or not for value, except for permitted transfers. 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. 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.
Accumulated Other Comprehensive Income (Loss)
The tables below present the changes in each component of accumulated other comprehensive income/(loss), including current period other comprehensive income/(loss) and reclassifications out of accumulated other comprehensive income/(loss) for the years ended December 31, 2025 and 2024, respectively:
(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 )
Other comprehensive income/(loss) before reclassifications 576 21,759 22,335
Amounts reclassified from accumulated other comprehensive income/(loss), net of tax ( 128 ) — ( 128 )
Other comprehensive income/(loss), net of tax 448 21,759 22,207
Accumulated other comprehensive income/(loss), net of tax, at December 31, 2025 $ 131 $ 15,215 $ 15,346
(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 )
Other comprehensive income/(loss) before reclassifications 2,038 1,786 3,824
Amounts reclassified from accumulated other comprehensive income/(loss), net of tax ( 493 ) — ( 493 )
Other comprehensive income/(loss), net of tax 1,545 1,786 3,331
Accumulated other comprehensive income/(loss), net of tax, at December 31, 2024 $ ( 317 ) $ ( 6,544 ) $ ( 6,861 )
Amounts reclassified from accumulated other comprehensive loss, net of tax, related to unrealized gains/losses on marketable securities were released to other income, net in our consolidated statements of operations and comprehensive income.
Earnings Per Common Share
The Company computes basic earnings per share using the weighted-average number of common shares outstanding during the period. Diluted earnings per share assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would be anti-dilutive. For purposes of this calculation, common stock equivalents include the Company’s stock options, unvested RSUs, and PRSUs. 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2025, 2024, and 2023:
Year Ended
December 31,
(In thousands, except per share amounts) 2025 2024 2023
Numerator:
Net income/(loss) for basic $ 537,868 $ 102,984 $ 122,873
Denominator for basic and diluted net income per share:
Weighted average shares outstanding for basic 135,215 135,726 113,087
Dilutive stock options, RSUs, and PRSUs 1,842 2,137 1,543
Weighted average shares outstanding for diluted 137,056 137,863 114,630
Earnings per share:
Basic $ 3.98 $ 0.76 $ 1.09
Diluted $ 3.92 $ 0.75 $ 1.07
Anti-dilutive stock options and RSUs excluded from the calculation 5,451 5,164 6,295
Anti-dilutive warrants excluded from the calculation — 3,618 3,618
Anti-dilutive Senior Convertible Notes due 2025 excluded from the calculation — 3,618 3,618
Total $ 5,451 $ 12,400 $ 13,531
NOTE 13. STOCK-BASED AWARDS
We have four stock plans: 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”). 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. The 2012 Plan terminated as to new awards pursuant to its terms in 2022. Following effectiveness of the 2021 Plan, we have no t issued any additional awards under the 2012 Plan; 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.
The 2021 Plan was approved by our Board in March 2021, and by our stockholders in June 2021. The purpose of the 2021 Plan is to provide incentive to employees, directors, and consultants of Globus. 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. The number of shares that may be issued or transferred pursuant to incentive stock options under the 2021 Plan is limited to 11,000,000 shares. 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. 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. The options granted expire on a date specified by the Board, which is ten years from the grant date. Options granted to employees vest in varying installments over a four-year period.
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. 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.
As of December 31, 2025, pursuant to the 2021 Plan, the NuVasive 2014 Plan, and the Ellipse 2015 Plan, there were 13,001,940 shares 131,642 shares, and 11,882 shares, respectively, of Class A Common reserved and 4,689,956 shares, 0 shares, and 0 shares respectively of Class A Common available for future grants. The NuVasive 2014 Plan terminated as to new awards pursuant to its terms in the second quarter of 2024. In accordance with its terms, the Ellipse 2015 Plan terminated as to new awards pursuant to its terms in the fourth quarter of 2025.
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Stock Options
Stock option activity during the year ended December 31, 2025 is summarized as follows:
Option
Shares (thousands) Weighted
average
exercise
price Weighted
average
remaining
contractual
life (years) Aggregate
intrinsic
value
(thousands)
Outstanding at December 31, 2024 10,959 $ 55.47
Granted 2,544 80.75
Exercised ( 1,810 ) 49.23
Forfeited ( 1,114 ) 69.16
Outstanding at December 31, 2025 10,579 61.11 6.5 $ 283,485
Exercisable at December 31, 2025 6,321 55.16 5.1 203,247
Expected to vest at December 31, 2025 4,257 $ 69.94 8.6 $ 80,238
The total intrinsic value of stock options exercised was $ 57.5 million, $ 75.7 million, and $ 10.8 million, during the years ended December 31, 2025, 2024, and 2023, respectively.
The fair value of the options was estimated on the date of the grant using a Black-Scholes option pricing model with the following assumptions:
Year Ended
December 31,
2025 2024 2023
Risk-free interest rate 3.59 % - 4.52 % 3.52 % - 4.75 % 3.45 % - 4.77 %
Expected term (years) 4.9 - 9.9 4.7 - 7.5 4.7 - 4.8
Expected volatility 34.0 % - 37.0 % 34.0 % - 39.0 % 35.0 % - 38.0 %
Expected dividend yield —% —% —%
The weighted average grant date fair value of stock options granted during the years ended December 31, 2025, 2024, and 2023 was $ 32.76 , $ 22.53 , and $ 21.47 per share, respectively.
Restricted Stock Units
RSU activity during the year ended December 31, 2025 is summarized as follows:
Restricted Stock
Units (thousands) Weighted
average
grant date fair value
per share Weighted
average
remaining
contractual
life (years)
Outstanding at December 31, 2024 416 $ 57.05
Granted 37 87.31
Vested ( 128 ) 54.10
Forfeited ( 22 ) 54.10
Outstanding at December 31, 2025 303 $ 59.56 2.9
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Performance-Based Restricted Stock Units
PRSU activity during the year ended December 31, 2025 is summarized as follows:
Performance-Based Restricted Stock
Units (thousands) Weighted
average
grant date fair value
per share Weighted
average
remaining
contractual
life (years)
Outstanding at December 31, 2024 67 $ 53.57
Granted 2 87.18
Vested ( 23 ) 53.70
Forfeited ( 34 ) 52.30
Outstanding at December 31, 2025 12 $ 62.15 1.4
Stock-Based Compensation
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:
Year Ended
December 31,
(In thousands) 2025 2024 2023
Stock-based compensation expense $ 49,779 $ 54,191 $ 38,995
Stock-based compensation expense classified in Acquisition-Related Costs 27,192 — 13,747
Net stock-based compensation capitalized into inventory ( 441 ) 95 31
Total stock-based compensation cost $ 76,530 $ 54,286 $ 52,773
As of December 31, 2025, there was $ 96.3 million of unrecognized compensation expense related to unvested employee stock options, RSUs, and PRSUs that vest over a weighted average period of 2.5 years.
NOTE 14. INCOME TAXES
The components of income before income taxes are as follows:
Year Ended
December 31,
(In thousands) 2025 2024 2023
Domestic $ 586,468 $ 149,514 $ 181,752
Foreign 18,600 ( 28,792 ) ( 16,359 )
Total $ 605,068 $ 120,722 $ 165,393
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The components of the provision for income taxes are as follows:
Year Ended
December 31,
(In thousands) 2025 2024 2023
Federal
Current $ 40,455 $ 112,768 $ 81,504
Deferred 45,918 ( 104,581 ) ( 46,217 )
State
Current ( 3,527 ) 25,650 15,190
Deferred ( 38,753 ) ( 13,385 ) ( 6,421 )
Foreign
Current 9,845 13,357 4,075
Deferred 13,262 ( 16,071 ) ( 5,611 )
Total $ 67,200 $ 17,738 $ 42,520
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%. We evaluated the impact of these rules on our global tax profile, including the related top‑up tax requirements. The Pillar Two provisions did not have a significant impact on our consolidated financial statements for the year ended December 31, 2025. We will continue to monitor legislative developments as additional jurisdictions enact or amend tax laws implementing the Pillar Two framework.
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. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The legislation did not have a material impact on our fiscal 2025 effective tax rate but resulted in lower cash tax payments. We continue to review the OBBBA tax provisions to assess impacts to our consolidated financial statements
A reconciliation of the statutory U.S. federal tax rate to our effective rate is as follows:
Year Ended
December 31,
2024 2023
Statutory U.S. federal tax rate 21.0 % 21.0 %
State income taxes, net of federal benefit 5.5 4.1
Foreign taxes 0.4 ( 0.6 )
Valuation Allowance 10.6 0.4
Tax credits ( 9.0 ) ( 3.4 )
Stock-based compensation windfall ( 5.0 ) ( 0.9 )
Nondeductible expenses 3.9 1.3
Foreign inclusions ( 0.8 ) ( 0.9 )
Acquisition related charges — 4.9
Other 0.6 ( 0.2 )
Legal entity reorganization ( 8.6 ) —
Uncertain tax position ( 3.9 ) —
Effective tax rate 14.7 % 25.7 %
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ASU 2023-09 has been adopted prospectively. Below is the expanded reconciliation of the statutory U.S. federal tax rate to our effective rate for the year ended December 31, 2025:
Year Ended
December 31,
2025
(In thousands, except percentages) Balance Percentage
Statutory U.S. federal tax rate $ 127,064 21.0 %
State income taxes, net of federal benefit (1)
( 38,830 ) ( 6.4 )
Foreign taxes
Malta
Legal entity reorganization 32,768 5.4
Valuation Allowance ( 30,502 ) ( 5.0 )
Other ( 906 ) ( 0.1 )
Australia
Legal entity reorganization 9,932 1.6
Other ( 996 ) ( 0.2 )
Other 6,262 1.0
Effect of Cross Border Tax Laws 6,043 1.0
Tax credits ( 5,818 ) ( 1.0 )
Nontaxable or Nondeductible expenses
Other 5,539 0.9
Bargain Purchase ( 24,759 ) ( 4.1 )
Changes in unrecognized tax benefits ( 4,500 ) ( 0.7 )
Other
Legal entity reorganization ( 10,848 ) ( 1.8 )
Other ( 3,249 ) ( 0.5 )
Effective tax rate $ 67,200 11.1 %
(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. Significant components of our deferred income taxes are as follows:
December 31,
(In thousands) 2025 2024
Deferred tax assets:
Inventory reserve $ 81,051 $ 70,011
Accruals, reserves, and other currently not deductible 36,382 47,434
Stock-based compensation 32,294 41,084
Capitalized R&E 76,015 83,581
Net operating loss carryforwards 245,667 110,386
General business and other credit carryforwards 61,804 33,995
Lease Liability 18,028 27,449
Other 8,229 45,703
Total deferred tax assets 559,470 459,643
Valuation allowance ( 139,168 ) ( 182,607 )
Total deferred tax assets, net of valuation allowance 420,302 277,036
Deferred tax liabilities:
Depreciation and amortization ( 201,655 ) ( 173,845 )
Right of Use Asset ( 4,413 ) ( 12,065 )
Total deferred tax liabilities ( 206,068 ) ( 185,910 )
Net deferred tax assets/(liabilities) $ 214,235 $ 91,126
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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. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. 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. 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. 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.
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. 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. The California credits can be carried forward indefinitely. The Company has foreign tax credit carryforwards of $ 2.1 million, which expire beginning in 2027.
Due to the “change of ownership” provision of the Tax Reform Act of 1986, utilization of the Company’s net operating loss and credit carryforwards may be subject to an annual limitation against taxable income in future periods. As a result of any future ownership changes, the annual limitation of loss and credit carryforwards may cause them to expire before ultimately becoming available to reduce future income tax liabilities.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Year Ended
December 31,
(In thousands) 2025 2024 2023
Unrecognized tax benefits at the beginning of the year $ 56,363 $ 33,757 $ 986
Additions related to current year tax positions 4,532 2,601 853
Additions related to prior year tax positions 1,748 27,922 32,045
Reductions related to prior year tax positions ( 5,493 ) ( 7,917 ) ( 127 )
Unrecognized tax benefits at the end of the year $ 57,150 $ 56,363 $ 33,757
The additions related to current year tax positions for the year ended December 31, 2025 of $ 4.5 million are primarily related to additional current year reserves. 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. 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. 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:
December 31,
(In thousands) 2025 2024 2023
Portion of total unrecognized tax benefits that, if recognized, would affect the effective income tax rate $ 20,027 $ 33,958 $ 27,601
Due to recent tax reform in the U.S. and favorable treaties between the U.S. and countries in which the Company’s controlled foreign corporations operate, the Company has the ability to repatriate earnings without incurring significant tax liabilities. 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. The total interest and penalties recorded in the statement of income was immaterial for the years ended December 31, 2025, 2024, and 2023. We do not expect a significant change in our uncertain tax benefits in the next twelve months. We are subject to federal income tax as well as income tax of multiple state and foreign jurisdictions. 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.
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NOTE 15. COMMITMENTS AND CONTINGENCIES
We are involved in a number of proceedings, legal actions, and claims arising in the ordinary course of business. 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. 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. 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. If the reasonable estimate of a probable loss is a range, and no amount in the range is a better estimate than any other, the minimum amount of the range is accrued. 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. In most cases, significant judgment is required to estimate the amount and timing of a loss to be recorded. 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.
Moskowitz Family LLC Litigation
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. Moskowitz, a non-practicing entity, alleges that Globus willfully infringes one or more claims of six patents by making, using, offering for sale or selling the COALITION MIS ® , CORBEL ® , MAGNIFY ® -S, HEDRON IATM, INDEPENDENCE MIS ® , INDEPENDENCE MIS AGX ® , FORTIFY ® and XPAND ® families, SABLE ® , RISE ® , RISE ® INTRALIF, RISE ® -L, ELSA ® , ELSA ® ATP, ALTERA ® , ARIEL ® , CALIBER ® and CALIBER ® -L products. Moskowitz seeks monetary damages and injunctive relief. On July 2, 2020, this suit was transferred from the U.S. District Court for the Western District of Texas to the U.S. District Court for the Eastern District of Pennsylvania. On December 14, 2023, a jury returned a defense verdict in favor of Globus. 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.
Pimenta Litigation
On April 2, 2018, Dr. 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”). Dr. 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. On September 13, 2022, NuVasive filed cross-claims against Dr. Pimenta for breach of contract alleging that Dr. Pimenta improperly provided inventions to Alphatec Holdings, Inc., a competitor of NuVasive, without granting NuVasive the right of first negotiation under the Agreement. NuVasive is seeking monetary damages in the form of lost profits related to the undisclosed inventions. 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. The jury did not award damages on the cross claims. On January 28, 2026, the Court ruled on the post-trial motions and interest and costs associated with the damages. 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. This provision for litigation charge is within our selling, general, and administrative expense financial statement line for the year ended December 31, 2025. The Company intends to vigorously defend against these claims, including, but not limited to, filing appeals.
4WEB LLC Litigation
On April 25, 2023, 4WEB LLC (“4WEB”) filed suit against NuVasive in the U.S. District Court for the Eastern District of Texas alleging patent infringement. 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. 4WEB seeks monetary damages and injunctive relief. On May 2, 2024, this suit was transferred from the U.S. District Court for the Eastern District of Texas to the U.S. District Court for the Southern District of California. The litigation is currently ongoing, and the outcome of this litigation cannot be determined, nor can we estimate a range of potential loss; therefore, we have not recorded a liability, outside of counsel fees, related to this litigation as of December 31, 2025.
NOTE 16. RESTRUCTURING AND OTHER COSTS
The Company recorded employee termination benefits as a part of the 2024 Synergy Plan and 2025 Strategic Integration Plan. The 2024 Synergy Plan was designed to optimize the organizational structure of Globus by reducing the size of our workforce. Impacted employees were notified during the first and third quarters of 2024 and the second quarter of 2025.
The 2025 Strategic Integration Plan was implemented to streamline operations. Impacted employees were notified during the second quarter of 2025.
Totals include stock-based compensation expense, classified in accordance with ASC Topic 420, Exit or Disposal Cost Obligations, where applicable.
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The 2024 Synergy Plan
The following table provides a summary of recognized pre-tax costs for the years December 31, 2025 and 2024, respectively :
Year Ended
December 31,
(In thousands) 2025 2024
Cost of Sales $ — $ 178
Research and Development 307 2,154
Selling, General and Administrative 216 3,573
Restructuring Costs 3,048 23,773
Total restructuring and other costs $ 3,571 $ 29,678
The following table provides a summary of activity related to the restructuring program for the years ended December 31, 2025 and 2024, respectively :
December 31,
(In thousands) 2025 2024
Beginning Balance $ 2,747 $ —
Net Charges 3,571 29,678
Cash Payments ( 5,734 ) ( 21,177 )
Settled non-cash (a)
( 523 ) ( 5,754 )
Ending Balance $ 61 $ 2,747
(a) Represents share-based compensation settled without cash payments.
The 2025 Strategic Integration Plan
There was no stock-based compensation expense included below. The following table provides a summary of the recognized pre-tax costs for the year ended December 31, 2025:
Year Ended
(In thousands) December 31, 2025
Restructuring Costs $ 12,001
The following table provides a summary of activity related to the restructuring progra m year ended, December 31, 2025:
(In thousands) December 31, 2025
Beginning Balance $ —
Net Charges 12,001
Cash Payments ( 11,402 )
Foreign currency impact ( 18 )
Ending Balance $ 581
NOTE 17. LEASES
The Company leases certain equipment, vehicles, office and storage facilities via various operating and financing lease agreements. Our leases have initial lease terms ranging from one year to seventeen years . Certain lease agreements require the Company to pay taxes, insurance, and maintenance, and provide for options to extend the term beyond the initial lease termination date. We use judgment to determine whether it is reasonably possible that we will extend the lease beyond the initial term and the length of the possible extension. Leases that have terms of less than 12 months are treated as short-term and we do not recognize right-of-use assets or lease liabilities for such leases. 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.
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. 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
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comprehensive income. Finance leases amortize the right-of-use assets and amortize the interest on the lease liability over the term of the lease.
Amounts reported in the consolidated balance sheet were as follows for the years ended December 31, 2025 and 2024:
December 31,
(In thousands) 2025 2024
Asset:
Operating lease right-of-use asset $ 63,786 $ 49,647
Finance lease right-of-use asset 718 518
Total leased assets $ 64,504 $ 50,165
Liabilities:
Current:
Operating lease liability 14,738 10,249
Finance lease liability 348 233
Long-term:
Operating lease liability 103,918 83,588
Finance lease liability 436 298
Total lease liabilities $ 119,440 $ 94,368
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:
Year Ended
December 31,
(In thousands) 2025 2024 2023
Lease expense:
Operating lease expense $ 23,369 $ 25,272 $ 19,471
Finance lease expense
Depreciation of right-of-use asset 333 585 903
Interest expense on lease liabilities 38 92 67
Total lease expense $ 23,740 $ 25,949 $ 20,441
Future minimum lease payments under non-cancellable leases as of December 31, 2025 are as follows:
(In thousands) Finance
Leases Operating
Leases
2026 $ 380 $ 22,512
2027 274 21,147
2028 155 18,514
2029 38 18,007
2030 3 17,979
Thereafter — 57,956
Total minimum lease payments $ 849 $ 156,115
Less: amount representing interest ( 65 ) ( 37,459 )
Present value of obligations under leases 784 118,656
Less: current portion ( 348 ) ( 14,738 )
Long-term lease obligations $ 436 $ 103,918
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The table below summarizes the Company’s supplemental cash flow information and assumptions used for the years ended December 31, 2025, 2024, and 2023:
Year Ended
December 31,
(In thousands, except weighted average lease term and discount rate) 2025 2024 2023
Other supplemental cash flow information:
Cash paid for amounts included in measurement of lease liabilities
Operating cash flows from operating leases $ 21,627 $ 14,300 $ 19,773
Operating cash flows for finance leases 40 92 67
Financing cash flows for finance leases 334 1,003 913
Total cash paid for amounts included in the measurement of lease liabilities $ 22,001 $ 15,395 $ 20,753
Right-of-use assets obtained in exchange for lease obligations
Operating leases $ 17,540 $ 2,289 $ 9,043
Financing leases $ 520 $ 394 $ —
Weighted-average remaining lease term
Operating leases 7.6 7.7 14.9
Financing leases 3.5 2.4 2.6
Weighted-average discount rate
Operating leases 7.7 % 4.8 % 8.3 %
Financing leases 5.9 % 5.3 % 4.4 %
NOTE 18. RETIREMENT BENEFIT PLANS
We sponsor 401(k) Plans covering all eligible U.S. employees, and a retirement plan for all eligible Puerto Rico employees. Under the 401(k) Plans, we make matching contributions ranging from 3 % to 4 % of the employee’s compensation for the period.
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. The benefits offered under these plans are reflective of local customs and practices in the countries concerned.
Company contributions to these retirement plans were as follows:
Year Ended
December 31,
(In thousands) 2025 2024 2023
401(k) and other retirement plan contributions $ 19,464 $ 16,069 $ 10,525
NOTE 19. SEGMENT AND GEOGRAPHIC INFORMATION
Operating segments are defined as components of an enterprise about which separate financial information is available that are evaluated regularly by the 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. Daniel T. Scavilla, our former Chief Executive Officer, was identified as our CODM until July 21, 2025, and Keith W. Pfeil, our current Chief Executive Officer, has been identified as the CODM as of July 21, 2025. 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. Our CODM does not evaluate operating segments using asset or liability information.
The Company identified two operating segments, Musculoskeletal Solutions and Enabling Technologies, based on the overall management structure and business strategy. The Company aggregates these operating segments into one reportable segment, based on
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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:
Year Ended
December 31,
(In thousands) 2025 2024 2023
Net sales $ 2,938,931 $ 2,519,354 $ 1,568,476
Cost of Sales and Operating expenses:
Cost of sales ( 819,124 ) ( 719,160 ) ( 404,785 )
Amortization of inventory fair value step-up (a)
( 19,455 ) ( 215,420 ) ( 71,656 )
Depreciation related to cost of sales ( 119,224 ) ( 100,899 ) ( 71,733 )
Research and development employee-related cost ( 108,357 ) ( 119,166 ) ( 95,208 )
Research and development other (b)
( 38,888 ) ( 44,588 ) ( 28,802 )
Selling, general and administrative employee-related cost ( 891,617 ) ( 763,188 ) ( 514,810 )
Selling, general and administrative other (c)
( 210,112 ) ( 173,107 ) ( 103,858 )
Provision for litigation ( 37,737 ) ( 314 ) ( 434 )
Acquisition-related costs ( 42,326 ) ( 29,623 ) ( 68,274 )
Amortization of intangibles ( 118,194 ) ( 119,373 ) ( 51,032 )
Other segment expenses (d)
( 50,668 ) ( 66,320 ) ( 26,880 )
Operating income/(Loss) 483,229 168,196 131,004
Interest income/(expense), net 7,141 ( 4,189 ) 20,130
Foreign currency transactional gain/(loss) ( 3,006 ) ( 43,285 ) 14,259
Bargain purchase gain 117,704 — —
Income/(loss) before income taxes $ 605,068 $ 120,722 $ 165,393
(a) Amounts primari ly related to inventory step-up associated with the NuVasive and Nevro Mergers.
(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.
(d) Amounts include restructuring expense and credit losses.
The following table represents total net sales by geographic area, based on the location of the customer for the years ended December 31, 2025, 2024 and 2023, respectively:
Net Sales
Year Ended
December 31,
(In thousands) 2025 2024 2023
United States $ 2,367,596 $ 2,000,067 $ 1,279,765
International 571,335 519,288 288,711
Total $ 2,938,931 $ 2,519,355 $ 1,568,476
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GLOBUS MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The following table represents total property and equipment, net by geographic area, based on the location of the customer :
Property and Equipment, Net
As of
December 31,
(In thousands) 2025 2024
United States $ 504,719 $ 523,002
International 59,733 44,716
Total $ 564,452 $ 567,718
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.