GMED 10-K & 10-Q changes, risk factors and insider trading

•To be commercially successful, we must convince surgeons and hospitals that our products are an attractive alternative to our competitors’ products and to existing surgical treatments of musculoskeletal disorders.

•Pricing pressure from our competitors and our customers may impact our ability to sell our products profitably.

•If our customers are unable to obtain adequate coverage and reimbursement for their purchases of our products, we may not be able to sell them profitably.

•If we are unable to maintain and expand our network of direct sales representatives and independent distributors, we may not be able to generate anticipated sales.

•Our sales and operating results may be negatively affectedaffected, and we may not grow if we are unable to compete successfully.

•We are dependent on a limited number of third-party suppliers, and the loss of any of these suppliers, or their inability to provide us with an adequate supply of products or materials in a timely manner could harm our business.

•The proliferation of physician-owned distributorships (“PODs”) could result in increased pricing pressure on our products or harm our ability to sell our products to physicians.

•Our business could suffer if we lose the services of key members of our senior management, advisors or personnel.

•The safety and efficacy of our products is not yet supported by long-term clinical data.

•If we do not enhance our product offerings and introduce new products, we may be unable to effectively compete.

•We are required to maintain high levels of inventory, which may be costly.

•We rely on internal and third-party information technology systems and network infrastructure to operate and manage our business, which may be subject to a breach, cyber-attack or other disruption.

•We are subject to data privacy laws and our failure to comply with them could subject us to substantial liabilities.

•If we experience significant disruptions in our information technology systems, our business, results of operations and financial condition could be adversely affected.

•The increasing utilization of artificial intelligence (“AI”) in the medical device and healthcare industries presents novel obstacles and risks to our business.

•Consolidation in the healthcare industry could lead to demands for price concessions or to the exclusion of some suppliers from certain of our markets, which could have an adverse effect on our business.

•If our Enabling Technologies products require significant amounts of service after sale or we receive a significant number of warranty claims, our costs may increase.

•We experience long and variable capital sales cycles for our Enabling Technologies products.

•Certain contractual counterparties may seek to modify contractual relationships with the Company, which could have an adverse effect on the Company’s business and operations.

•The Company may be exposed to increased litigation, which could have an adverse effect on the Company’s business and operations.

•Our IONM business exposes us to risks inherent with the sale of services.

•Our medical device products and operations are subject to extensive governmental regulation both in the U.S. and abroad.

•There may be future changes in legal and regulatory requirements, and changes impacting the federal workforce and agency policies, thatpolicies may impact our operations and product development.

•Modifications to our products may require new 510(k) or de novo clearances, HDEs, PMAs or PMA supplements.

•Our HCT/P products are subject to extensive government regulation.

•We and our suppliers are subject to the FDA’s good manufacturing practice regulations and similar international regulations.

•We may be subject to a recall of our products or the discovery of serious safety issues with our products.

•We may be subject to enforcement action if we engage in the off-label promotion of our products.

•Governmental regulation and limited sources and suppliers could restrict our procurement and use of tissue.

•Negative publicity concerning methods of tissue recovery and screening of donor tissue could reduce demand for our regenerative biologics products and impact the supply of available donor tissue.

•We are subject to environmental laws and regulations that can impose significant costs and expose us to potential financial liabilities.

•We or our suppliers may be the subject of claims for non-compliance with FDA regulations in connection with the processing, manufacturing or distribution of regenerative biologics implants and products.

•We and our distributor sales representatives might be subject to claims for failing to comply with U.S. federal, state, local and foreign fraud and abuse laws.

•We may fail to obtain or maintain foreign regulatory approvals to market our products in other countries.

•We are subject to risks associated with our non-U.S. operations.

•Our results of operations could suffer if we are unable to manage our planned international expansion effectively.

•We are subject to risks arising from currency exchange rate fluctuations on our international transactions and translation of local currency results into U.S. dollars, which could adversely affect our profitability.

We will need to generate significant sales to remain profitable •We may be unable to grow our revenue or earnings as anticipated, which may have a material adverse effect on our results of operations.

•Our quarterly and annual operating results may fluctuate significantly.

•The availability of funding under existing credit arrangements may be limited, and our cash and cash equivalents are subject to volatility.

•Our future capital needs are uncertainuncertain, and we may need to raise funds in the future, and such funds may not be available on acceptable terms or at all.

•Our existing revolving credit facility contains restrictive covenants that may limit our operating flexibility.

•We could become subject to litigation that could be costly and result in the diversion of management’s time and efforts.

•Because of their significant stock ownership, our executive officers, and our directors and principal stockholders will be able to exert control over us and our significant corporate decisions.

•We are a “controlled company” within the meaning of the New York Stock Exchange Rules.rules.

•Our Board of Directors (the “Board”) is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.

•Anti-takeover provisions in our organizational documents and Delaware law may discourage or prevent a change of control.

•If we do not successfully implement our business strategy, our business and results of operations will be adversely affected If we fail to properly manage our anticipated growth, our business could suffer.affected.

•Fluctuations in insurance cost and availability could adversely affect our profitability or our risk management profile.

•We are exposed to the credit risk of some of our customers, which could result in material losses.

•The widespread outbreak of a communicable disease, or any other public health crisis, could adversely affect our financial condition and results of operations.

Risks Relating to theOur Integration of NuVasiveAcquisitions

•Integrating theacquired NuVasive businessbusinesses into Globus may be more difficult, costly or time-consuming than expected and the Company may fail to realize the anticipated benefits of thesuch NuVasive Merger,acquisitions, which may adversely affect the Company’s business results and negatively affect the value of the Company’s Class A common stock.

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes included elsewhere in this Annual Report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. You should review the “Risk Factors” and “Cautionary Note Concerning Forward-Looking Statements” sections of this Annual Report for a discussion of certain of the important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements described in the following discussion and analysis. Certain amounts and percentages in this discussion and analysis have been rounded for convenience of presentation. This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” generally discusses the fiscal years ended December 31, 2025 and 2024 and provides year-to-year comparisons between the fiscal years ended December 31, 2025 and 2024. Discussions of the fiscal year ended December 31, 2024 and year-to-year comparisons between the fiscal years ended December 31, 2024 and 2023 that are not included in this Annual Report can be found in “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed on February 20, 2025.

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 challenges.options. With numerous products launched since the founding of the Company, we offer a comprehensive portfolio of innovative and differentiated technologies that treataddress a variety of musculoskeletal conditions.pathologies, anatomies, and surgical approaches. We separate our products and services into two major categories: Musculoskeletal Solutions and Enabling Technologies.

On September 1, 2023, pursuant to that certain merger agreement (the “NuVasive Merger Agreement”) with NuVasive, Inc. (“NuVasive”) and Zebra Merger Sub Inc. (“Merger Sub”), Merger Sub, a wholly owned subsidiary of the Company,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 share of common stock, par value $0.001 per share, of NuVasive issued and outstanding immediately prior to the effective time of the NuVasive Merger (other than certain excluded shares as described in the NuVasive Merger Agreement) was cancelled and converted into the right to receive 0.75 fully paid and non-assessable shares of Class A Commoncommon stock of Globus, $0.001 par value per share, and the right to receive cash in lieu of fractional shares.

Our Musculoskeletal Solutions consist primarily of implantable devices, biologics, accessories, unique surgical instruments, spinal cord stimulation treatment therapy, and neuromonitoring services, used in an expansive range of spinal, orthopedic and neurosurgical procedures. Musculoskeletal disorders are a leading driver of healthcare costs worldwide. Disorders range in severity from mild pain and loss of feeling to extreme pain and paralysis. These disorders are primarily caused by degenerative and congenital conditions, deformity, tumors and traumatic injuries. Treatment alternatives for musculoskeletal disorders range from non-operative conservative therapies to surgical interventions depending on the pathology. Conservative therapies include bed rest, medication, casting, bracing, and physical therapy. When conservative therapies are not indicated, or fail to provide adequate quality of life improvements, surgical interventions may be used. Surgical treatments for musculoskeletal disorders can be instrumented, which include the use of implants, or non-instrumented, which forego the use of hardware but may include biologics. Our spinal cord stimulation treatment therapy uses neuromodulation technology delivered by an implantable device that delivers electrical impulses to treat chronic pain. Our neuromonitoring services use proprietary software-driven nerve detection and avoidance technology and include intraoperative neuromonitoring (“IONM”) services to aid spine surgery.

Our Enabling Technologies are comprised of imaging, navigation and robotics (“INR”) solutions for assisted surgery which are advanced computer-assisted intelligent systems designed to enhance a surgeon’s capabilities, and ultimately improve patient care and reduce radiation exposure for all involved,involved by streamlining surgical procedures to be safer, less invasive, and more accurate. The market for our Enabling Technologies in spinespine, cranial and orthopedic surgery is still in its infancy stage and consists primarily of imaging, navigation and roboticINR systems. In spine, a majority of these technologies are limited to surgical planning and assistance in implant placement for increased accuracy and time savings with less intraoperative radiation exposure to the patient and surgical staff. As our Enabling Technologies become more fully integrated with our Musculoskeletal Solutions, a continued rise in adoption is expected. Furthermore, we believe as new technologies such as augmented reality and artificial intelligence are introduced, Enabling Technologies have the potential to transform the way surgery is performed and most importantly, continue to improve patient outcomes.

To date, the primary market for our products and services has been within the United States (“U.S.”),U.S., where we sell our products and services through a combination of direct sales representatives employed by us and distributor sales representatives employed by exclusive independent distributors, who distribute our products for a commission that is generally based on a percentage of sales. We believe there is significant opportunity to strengthen our position in the U.S. market by increasing the size of our U.S. sales force and we intend to add additional direct and distributor sales representatives in the future.

Selling, general and administrative expenses primarily consist of salaries, benefits and other related costs, including stock-based compensation, for personnel employed in sales, marketing, finance, legal, compliance, administrative, information technology, medical education and training, quality and human resource departments. Additionally, provision for litigation is included within selling, general and administrative expenses and is recorded when a loss is known or considered probable and the amount can be reasonably estimated and in the case of a favorable settlement, income when realized. Our selling, general and administrative expenses also include commissions, generally based on a percentage of sales, to direct sales representatives and distributors. We expect selling, general and administrative expenses will increase in absolute terms with the continued expansion of our sales force and commercialization of our current and pipeline products. We plan to hire more personnel to support the growth of our business.

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

We are taxed at the rates applicable within each jurisdiction. The composite income tax rate, tax provisions, deferred tax assets and deferred tax liabilities will vary according to the jurisdiction in which profits arise. Tax laws are complex and subject to different interpretations by management and the respective governmental taxing authorities, and require us to exercise judgment in determining our income tax provision, our deferred tax assets and liabilities, and the valuation allowance recorded against our net deferred tax assets.

Critical Accounting Policies and Estimates

The preparation of the consolidated financial statements requires us to make assumptions, estimates and judgments that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of sales and expenses during the reporting periods. Certain of our more critical accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. On an ongoing basis, we evaluate our judgments, including but not limited to those related to inventories, recoverability of long-lived assets and the fair value of our Class A common stock. We use historical experience and other assumptions as the basis for our judgments and making these estimates. Because future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Any changes in those estimates will be reflected in our consolidated financial statements as they occur. While our significant accounting policies are more fully described in “Part II; Item 8. Financial Statements and Supplementary Data; Notes to Consolidated Financial Statements; Note 2. Summary of Significant Accounting Policies” below in this Annual Report, we believe that the following accounting policies and estimates are most critical to a full understanding and evaluation of our reported financial results. The critical accounting policies addressed below reflect our most significant judgments and estimates used in the preparation of our consolidated financial statements. We have reviewed these critical accounting policies with the audit committee of our Board.Board of Directors.

Excess and Obsolete Inventory. 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 goodsgoods, 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 our estimated forecast of product demand, which takes into consideration the estimated 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.

The need to maintain substantial levels of inventory increases the risk of carrying excess inventory. Many of our Musculoskeletal Solutions products come in sets whichthat feature components in a variety of sizes so that the implant or device may be customized to the patient’s needs. In order to market our Musculoskeletal Solutions products effectively, we must often maintain and provide surgeons and hospitals with surgical sets, back-up products and products of different sizes. For each surgery, fewer than all of the components of the set are used, and therefore certain portions of the set may be considered excess inventory since they are not likely to be used. One of our primary business goals is to focus on continual product innovation. Though we believe this provides us with a competitive advantage, it also increases the risk that our products will become excess or obsolete inventory prior to sale or prior to the end of their anticipated useful lives. When we introduce new products or next-generation products, we may be required to take charges for excess and obsolete inventory that have a significant impact on the value of our inventory or on our operating results.

Level 2—observable inputs other than quoted prices in active markets for identical assets and liabilities; and Level 3—unobservable inputs infor 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 or 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 that 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 grants (“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 priceprices of business acquisitions isare primarily allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the applicable acquisition date, with the excess recorded as goodwill. WeIf 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.

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 impaired.recoverable. We perform our goodwill impairment analysis at the reporting unit level. We perform our annual impairment analysis by either comparing a reporting unit’s estimated fair value to its carrying amount or doing a qualitative assessment of a reporting unit’s fair value from the last quantitative assessment to determine if there is potential impairment. We may do 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. We perform our annual impairment test of goodwill in the fourth quarter of each year.

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

During the twelve monthsyear ended December 31, 2024,2025, there were no impairments in goodwill, finite-lived intangible assets, or IPR&D.

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 stock over the most recent period commensurate with the estimated expected term of the Company’s stock options offering period which is derived from historical experience. 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 fair value of restricted stock unitsRSUs is estimated on the day of grant based on the closing price of the Company’s Class A common stock.

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 yearfive-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.

U.S.In the U.S., net sales increased by $720.3$367.5 million, or 56.3%,18.4%, for the year ended December 31, 2024 and were significantly driven by the NuVasive Merger.2025. From a product standpoint, domesticthe musculoskeletalincrease solutionswas sales increased by $685.8 million, mainlyprimarily driven by Nevro sales increasesof $254.2 million, increased Musculoskeletal Solutions sales of $125.7 million. Further, there was a decrease in spinedomestic productsEnabling byTechnology $564.6 million, and neuromonitoring solution product and servicessales of $73.7 million. Domestic enabling technology sales increased by $36.2$17.3 million compared to the same period in the prior year, primarily driven by higherlower unit placement.

International net sales increased by $230.6$52.0 million, or 79.9%10.0%, for the year ended December 31, 2024 and were significantly driven by the NuVasive Merger.2025. From a product standpoint, the increase was mainly due to musculoskeletal solutions sales increases of $231.3 million, primarily due to spine products. Regionally, the increase was driven by Nevro sales growthof $39.4 million. From a geographic standpoint, sales in the Europe and Middle East region increased by $116.9$49.9 million, and sales in the Asia Pacific region increased by $4.6 million. This increase was partially offset by a decrease in sales in the Latin America region of $2.4 million. Enabling Technology sales increased by $26.8$4.3 million andcompared to the Asiasame Pacificperiod regionin the prior year, primarily driven by $87.2increased million.unit placement.

Amortization of intangibles increaseddecreased by $68.3$1.2 millionmillion, or 133.9%1.0%, for the year ended December 31, 20242025 compared to the year ended December 31, 2023, due to the impact of the intangibles acquired from the NuVasive Merger. They contributed $103.1 million in amortization expense in the current period as compared to $34.1 million in amortization expense for the year ended December 31, 2023.2024.

The decreaseincrease of $38.7$12.7 millionmillion, or 42.9%, in acquisition-related costs compared to the prior year was due primarily todriven by $28.9 million of costs associated with the closingNevro Merger, partially offset by changes in the fair value of thebusiness mergeracquisition withliabilities. NuVasive duringFor the periodyear ended December 31, 2023.2025, Duringacquisition-related thecosts currentalso period,included the$13.5 expensemillion wasof primarilycharges drivenrecorded byfrom thechanges change toin the fair value of business acquisition liabilities recordeddriven as a net charge of $26.5 million resulting fromby changes in contract terms, market conditions and the achievement of certain performance conditions.conditions, During the prior period, costs incurred were primarily relatedcompared to the closing$26.5 ofmillion recorded for the NuVasiveyear Merger,ended includingDecember personnel-related31, charges for fees and severance of $34.7 million and banking and legal fees related to the NuVasive Merger of $12.1 million.2024.

Our principal source of liquidity is cash flow from operating activitiesactivities, as well as our cash and cash equivalents and marketable securities, which we believe will provide sufficient funding for us to meet our liquidity requirements for the foreseeable future. Our principal liquidity requirements are to fund working capital, research and development, including clinical trials, capital expenditures primarily related to investment in surgical sets required to maintain and expand our business, contingent consideration achievement obligations, potential future business or intellectual property acquisitions, and to service our 2025 Notes.acquisitions. We expect to continue to make investments in surgical sets as we launch new products, increase the size of our U.S. sales force, and expand into international markets. Our Senior Convertible Notes, with a principal balance of $450 million, are due March 2025. We anticipate being able to support this need through existing or new sources of liquidity. Future litigation or requirements to escrow funds could also materially impact our liquidity and our ability to invest in and operate our business on an ongoing basis. We may, require additional liquidity as we continue to execute our business strategy. To the extent that we require new sources of liquidity, we may consider incurring debt, including borrowing against our existing credit facility, convertible debt instruments, and/or raising additional funds through an equity offering. The sale of additional equity may result in dilution to our stockholders. There is no assurance that we will be able to secure such additional funding on terms acceptable to us, or at all.

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, an unlimited amount.Agreement. Revolving Loansloans under the September 2023 Credit Agreement bear interest at either a base rate or the Term SOFR Rate (as defined in the September 2023 Credit Agreement) plus, in each case, an applicable margin, as determined in accordance with the provisions of the September 2023 Credit Agreement. The Applicable Margin ranges from 0.125% to 0.625% for the Base Rate (as defined in the September 2023 Credit Agreement) and 1.125% to 1.625% for the Term SOFR Rate. We may also request Swingline Loans (as defined in the September 2023 Credit Agreement) at either the Base Rate or the Daily Term SOFR Rate.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. As of December 31, 2024,2025, we havehad notno borrowedoutstanding borrowings under the September 2023 Credit AgreementAgreement, and arewe were in compliance with all covenants.

The lower net cash used in financing activities for the year ended December 31, 20242025 was primarily the result of decreasedthe repayment of the 2025 Notes for $450.0 million and increased repurchases of Class A Commoncommon stock of $139.8$214.7 million, and higher proceeds from the exercise of stock options of $98.0 million partially offset by increaseddecreased payments of business acquisition-related liabilities of $37.6$30.0 million.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes that appear in Item 1 of this Quarterly Report on Form 10-Q (this “Quarterly Report”) and with our audited consolidated financial statements and related notes for the year ended December 31, 2025, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S.United States (“U.S”) Securities and Exchange Commission (the “SEC”) on February 24, 2026. This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” generally discusses the three and six months ended MarchJune 31,30, 2026 and 2025 and provides comparisons between the periods. A discussion of our Results of Operations for the three and six months ended MarchJune 31,30, 2025, can be found in “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations: Results of Operations; Three Months Ended MarchJune 31,30, 2025 Compared to the Three Months Ended MarchJune 31,30, 2024” onand “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations: Results of Operations; Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024 ” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 filed with the SEC on MayAugust 8,7, 2025.

Globus Medical, Inc. (together, as applicable, with its consolidated subsidiaries, the “Company,” “Globus,” “we,” “us” or “our”), headquartered in Audubon, Pennsylvania, is a medical device company that develops and commercializes healthcare solutions whose mission is to improve the quality of life of patients with musculoskeletal disorders. Founded in 2003, Globus is committed to medical device innovation and delivering exceptional service to hospitals, ambulatory surgery centers and physicians to advance patient care and improve efficiency. Since inception, Globus has listened to the voice of the surgeon to develop practical solutions and products to help surgeons effectively treat patients and improve lives.

During the threesix months ended MarchJune 31,30, 2026, international net sales accounted for approximately 20.4%21.0% of our total net sales. We have sold our products and services in approximately 5761 countries other than the U.S. through a combination of sales representatives employed by us and exclusive international distributors. We believe there are significant opportunities for us to increase our presence in both existing and new international markets through the continued expansion of our direct and distributor sales forces and through the commercialization of additional products.

Three Months Ended MarchJune 31,30, 2026 Compared to the Three Months Ended MarchJune 31,30, 2025

In the U.S., net sales increased by $121.0$18.3 million, or 25.0%,3.0%, for the three months ended MarchJune 31,30, 2026. From a product standpoint, the increase was primarily driven by Nevro sales of $67.2 million and increased Musculoskeletal Solutions sales of $53.7$45.7 million, which such sales were driven by increased spine implantable devices sales of $38.9$32.3 million and neuromonitoring sales of $10.1$10.4 million. This increase was partially offset by decreases in Nevro sales of $15.1 million and decreased domestic Enabling Technology sales of $12.3 million, driven by lower unit placement.

International net sales increased by $40.7$25.9 million, or 35.6%,18.0%, for the three months ended MarchJune 31,30, 2026. From a product standpoint, the increase was primarily driven by Musculoskeletal Solutions sales of $20.7$21.2 million and Nevro sales of $15.5$1.5 million. Enabling Technology sales increased by $4.6$3.2 million as compared to the same period in the prior-year period, primarily driven by increased unit placement. From a geographic standpoint, international net sales in the Europe and Middle East region increased by $30.9$15.7 million, sales in the Latin American region increased $5.2$8.8 million and sales in the Asia Pacific region increased by $4.6$1.4 million.

The $38.7$7.3 million, or 19.8%,2.9%, increasedecrease in cost of sales for the three months ended MarchJune 31,30, 2026 was primarily driven by theNevro costamortization of salesinventory fromstep Nevro productsup of $26.2$6.0 million,million in the prior-year period, with no comparable event in the current-year period. Additionally, there was a decrease in product costs of $7.3 million. This was partially offset by an increase in productfreight costcosts of $4.0$3.5 million driven primarily by higher volume, and an increase in freight costdepreciation of $4.0$1.3 million.

The $3.4$3.6 million, or 10.4%,9.1%, increasedecrease in research and development expenses was primarily driven by ana increasedecrease of $3.9$4.0 million forin Nevro research and developmentemployee-related expenses.

The increasedecrease of $55.0$16.8 million, or 22.6%,5.5%, in selling, general and administrative expenses was primarily driven by ana increasedecrease of $46.1$19.0 million forin Nevroemployee-related expenses.expenses Thepartially remainingoffset increases includeby an increase of $8.1 million in employee-related expenses, an increase of $3.3 million in outside consulting fees and an increase of $1.4$2.7 million in provision for litigation. This was partially offset by a decrease of $3.0 million in taxes and fees.

Amortization of intangibles increaseddecreased by $0.7$0.6 million, or 2.5%,2.1%, primarily driven by the acquisition of intangibles in connection with the Nevro Merger contributing $1.7 million in expense, partially offset by the finalization of amortization of other intangible assets as compared to the three months ended MarchJune 31,30, 2025.

Acquisition-related costs increaseddecreased by $5.3$22.1 million, or 503.3%,66.6%, primarily driven by the $26.1 million in expenses related to the Nevro Merger that were incurred during the three months ended June 30, 2025, with no comparable event in the current period. This decrease was partially offset by the change in the fair value of business acquisition liabilities. For the periodthree months ended MarchJune 31,30, 2026, acquisition-related costs included $6.4$9.7 million of charges recorded from changes in the fair value of business acquisition liabilities driven by changes in market conditions and the achievement of certain performance conditions, compared to the $0.2$5.2 million recorded for the three-month period ended MarchJune 31,30, 2025.

The increasedecrease in restructuring costs of $5.2$11.6 millionmillion, comparedor to the same period of the prior-year period85.6% was primarily due to higherlower employee termination benefit expenses fromrelated to the 2024 Synergy Plan and the 2025 Strategic Integration Plan duringin the threecurrent-year monthsperiod. ended March 31, 2026 comparedRefer to the“Part expensesI; fromItem 1. Financial Statements; Notes to Condensed Consolidated Financial Statements (Unaudited); Note 15. Restructuring and Other Costs” for further information regarding the 2024 Synergy Plan forand the three2025 monthsStrategic endedIntegration March 31, 2025.Plan.

The increase of $1.1$110.6 million decrease was due to the measurementbargain periodpurchase adjustmentsgain related to the Nevro Merger as of MarchJune 31,30, 2026.2025, with no comparable event in the current period.

For the three and six months ended MarchJune 31,30, 2026, the decreaseincrease in the effective tax rate was drivendue byto integrationa benefitsone-time tax benefit in the currentprior year.period related to state valuation allowance release and the impact of the non-taxable bargain purchase gain.

Our principal source of liquidity is cash flow from operating activities, as well as our cash and cash equivalents and marketable securities, which we believe will provide sufficient funding for us to meet our liquidity requirements for the foreseeable future. Our principal liquidity requirements are to fund working capital, research and development, including clinical trials, capital expenditures primarily related to investment in surgical sets required to maintain and expand our business, contingent consideration achievement obligations, potential future business or intellectual property acquisitions. We expect to continue to make investments in surgical sets as we launch new products, increase the size of our U.S. sales force, and expand into international markets. Future litigation or requirements to escrow funds could also materially impact our liquidity and our ability to invest in and operate our business on an ongoing basis. We may,may require additional liquidity as we continue to execute our business strategy. To the extent that we require new sources of liquidity, we may consider incurring debt, including borrowing against our existing credit facility, convertible debt instruments, and/or raising additional funds through an equity offering. The sale of additional equity may result in dilution to our stockholders. There is no assurance that we will be able to secure such additional funding on terms acceptable to us, or at all.

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. As of MarchJune 31,30, 2026, we had no outstanding borrowings under the September 2023 Credit Agreement and we were in compliance with all covenants.

The higher net cash provided by operating activities for the threesix months ended MarchJune 31,30, 20262026, was primarily the result of a higher netincome incomebefore taxes of $48.8$55.1 million, favorable changes in deferred income taxes of $7.5 million, fair valuepaid of business acquisition liabilities of $6.2$62.6 million and accountsnon-cash payableadjustments of $6.0$128.5 million. This was primarily due to the bargain purchase gain recognized during the six months ended June 30, 2025. This increase was partially offset by unfavorable changes in accounts receivable of $36.0$47.6 million and inventory of $9.1$32.8 million.

The higher net cash used in investing activities for the threesix months ended MarchJune 31,30, 2026, was primarily due to an increase in purchases of marketable securities of $144.6$252.3 million and a decrease in sales and maturities of marketable securities of $114.6$113.8 million and $51.4$39.0 million, respectively. This was partially offset by acquisition of businesses, net of cash acquired and purchases of intangible and other assets of $251.1 million.

The higherlower net cash providedused byin financing activities for the threesix months ended MarchJune 31,30, 2026, was primarily due to the absence of senior convertible note repayments in 2026, as 2025 reflected the final payment of the 2025 Notes (as defined in Note 11. Debt). Additionally, noa decrease in repurchases of the Company's Class A Common Stock in(“Class 2026,A comparedCommon”) toof repurchases$79.4 in 2025,million, and an increase of $14.7$21.0 million in net proceeds from the exercise of stock options also contributed to the increasedecrease in cash providedused byin financing activities during the threesix months ended MarchJune 31,30, 2026.

In connection with the Nevro Merger, the Company acquired additional obligations and commitments, including, operating lease obligations. Refer to “Part I; Item 1. Financial Statements; Notes to Condensed Consolidated Financial Statements (Unaudited); Note 16. Leases” above for further information.