UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _______________
Commission File No. 001-35621
GLOBUS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 04-3744954 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
2560 General Armistead Avenue, Audubon, PA 19403-5214 | (610) 930-1800 | |||||||
| (Address of principal executive offices) (Zip Code) | (Registrant’s telephone number, including Area Code) | |||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files):
Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer | x | Accelerated Filer | o | Non-accelerated Filer | o | Smaller Reporting Company | o | Emerging Growth Company | o | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x
The numbers of shares outstanding of the issuer’s common stock (par value $0.001 per share) as of November 2, 2026 were 110,041,596 shares of class A common stock and 22,430,097 shares of class B common stock.
GLOBUS MEDICAL, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
| Page | ||||||||
2
Cautionary Note Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are forward-looking statements. Words such as “believe,” “may,” “might,” “could,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plan” or the negative versions of those words or other comparable words, and similar expressions may identify forward-looking statements. These forward-looking statements are based on the current views and beliefs of management of Globus Medical, Inc. (together, where applicable, with its consolidated subsidiaries, the “Company,” “Globus,” “we,” “us,” and “our”), as well as current assumptions, expectations and estimates of future events and trends. Forward-looking statements are only predictions and are subject to many risks, uncertainties and other factors that may affect our businesses and operations and could cause actual results to differ materially from those predicted. These risks and uncertainties include, but are not limited to, the risks and costs associated with health epidemics, pandemics and similar outbreaks, factors affecting our quarterly results, our ability to manage our growth, our ability to sustain our profitability, demand for our products, our ability to compete successfully (including without limitation our ability to convince surgeons to use our products and our ability to attract and retain sales and other personnel), our ability to rapidly develop and introduce new products, our ability to develop and execute on successful business strategies, our ability to comply with laws and regulations, and any changes thereto that are applicable to our businesses, our ability to safeguard our intellectual property, our success in defending legal proceedings brought against us, trends in the medical device industry, and general economic conditions, successful integration of businesses that we have acquired or may acquire in the future, and other risks set forth in this Quarterly Report and throughout our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2026, particularly those set forth under “Item 1. Business,” “Item 1A. Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” and those discussed in other documents we file with the SEC. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for us to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Given these risks and uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements contained in this Quarterly Report speak only as of the date of this Quarterly Report. Except as may be required by law, we undertake no obligation to update any forward-looking statements as a result of new information, events or circumstances or other factors arising or coming to our attention after the date hereof.
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GLOBUS MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| September 30, | December 31, | ||||||||||
| (In thousands, except share and per share values) | 2026 | 2025 | |||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 441,272 | $ | 526,156 | |||||||
| Short-term marketable securities | 76,163 | 31,087 | |||||||||
Accounts receivable, net of allowances of $47,866 and $33,434, respectively | 675,297 | 678,938 | |||||||||
| Inventories | 824,144 | 759,277 | |||||||||
| Prepaid expenses and other current assets | 116,437 | 65,426 | |||||||||
| Income taxes receivable | 48,651 | 64,727 | |||||||||
| Total current assets | 2,181,964 | 2,125,611 | |||||||||
| Property and equipment, net | 532,760 | 564,452 | |||||||||
| Operating lease right of use assets | 56,768 | 63,786 | |||||||||
| Long-term marketable securities | 353,738 | 71,819 | |||||||||
| Intangible assets, net | 667,468 | 745,064 | |||||||||
| Goodwill | 1,453,561 | 1,435,033 | |||||||||
| Other assets | 75,993 | 78,781 | |||||||||
| Deferred income taxes | 205,941 | 218,215 | |||||||||
| Total assets | $ | 5,528,193 | $ | 5,302,761 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 107,428 | $ | 98,852 | |||||||
| Accrued expenses | 326,858 | 333,586 | |||||||||
| Operating lease liabilities | 14,176 | 14,738 | |||||||||
| Income taxes payable | 5,844 | 4,155 | |||||||||
| Business acquisition liabilities | 25,820 | 19,513 | |||||||||
| Deferred revenue | 27,812 | 27,655 | |||||||||
| Total current liabilities | 507,938 | 498,499 | |||||||||
| Business acquisition liabilities, net of current portion | 80,547 | 81,995 | |||||||||
| Operating lease liabilities | 93,378 | 103,918 | |||||||||
| Deferred income taxes and other tax liabilities | 31,603 | 23,756 | |||||||||
| Other liabilities | 18,477 | 21,343 | |||||||||
| Total liabilities | 731,943 | 729,511 | |||||||||
| Commitments and contingencies (Note 17) | |||||||||||
| Equity: | |||||||||||
Class A common stock; $0.001 par value. Authorized 500,000,000 shares; issued and outstanding 110,235,170 and 112,625,126 shares at September 30, 2026 and December 31, 2025, respectively | 110 | 113 | |||||||||
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 September 30, 2026 and December 31, 2025, respectively | 22 | 22 | |||||||||
| Additional paid-in capital | 3,259,292 | 3,169,812 | |||||||||
| Accumulated other comprehensive income/(loss) | 11,336 | 15,346 | |||||||||
| Retained earnings | 1,525,490 | 1,387,957 | |||||||||
| Total equity | 4,796,250 | 4,573,250 | |||||||||
| Total liabilities and equity | $ | 5,528,193 | $ | 5,302,761 | |||||||
See accompanying notes to unaudited condensed consolidated financial statements.
4
GLOBUS MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales | $ | 763,719 | $ | 769,048 | $ | 2,313,185 | $ | 2,112,511 | |||||||||||||||
| Cost of sales and operating expenses: | |||||||||||||||||||||||
| Cost of sales (exclusive of amortization of intangibles) | 232,917 | 252,533 | 708,422 | 696,695 | |||||||||||||||||||
| Research and development | 34,529 | 38,067 | 107,360 | 111,083 | |||||||||||||||||||
| Selling, general and administrative | 288,471 | 313,597 | 873,069 | 860,018 | |||||||||||||||||||
| Amortization of intangibles | 29,574 | 29,843 | 88,660 | 88,834 | |||||||||||||||||||
| Acquisition-related costs | 720 | (2,713) | 18,177 | 31,500 | |||||||||||||||||||
| Restructuring costs | (43) | 358 | 7,126 | 13,905 | |||||||||||||||||||
| Operating income/(loss) | 177,551 | 137,363 | 510,371 | 310,476 | |||||||||||||||||||
| Other income/(expense), net | |||||||||||||||||||||||
| Interest income/(expense), net | 8,413 | 1,455 | 20,921 | 3,829 | |||||||||||||||||||
| Foreign currency transaction gain/(loss) | (1,714) | (161) | (4,687) | 4,147 | |||||||||||||||||||
| Bargain purchase gain | — | 3,800 | 1,118 | 114,361 | |||||||||||||||||||
| Other income/(expense) | (982) | 1,537 | 2,436 | 3,022 | |||||||||||||||||||
| Total other income/(expense), net | 5,717 | 6,631 | 19,788 | 125,359 | |||||||||||||||||||
| Income/(loss) before income taxes | 183,268 | 143,994 | 530,159 | 435,835 | |||||||||||||||||||
| Income tax provision/(benefit) | 42,097 | 25,028 | 113,117 | 38,561 | |||||||||||||||||||
| Net income/(loss) | $ | 141,171 | $ | 118,966 | $ | 417,042 | $ | 397,274 | |||||||||||||||
| Other comprehensive income/(loss), net of tax: | |||||||||||||||||||||||
| Unrealized gain/(loss) on marketable securities | (2,074) | 30 | (3,785) | 347 | |||||||||||||||||||
| Foreign currency translation gain/(loss) | 2,214 | 658 | (225) | 17,441 | |||||||||||||||||||
| Total other comprehensive income/(loss), net of tax | 140 | 688 | (4,010) | 17,788 | |||||||||||||||||||
| Comprehensive income/(loss) | $ | 141,311 | $ | 119,654 | $ | 413,032 | $ | 415,062 | |||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | 1.05 | $ | 0.88 | $ | 3.09 | $ | 2.93 | |||||||||||||||
| Diluted | $ | 1.04 | $ | 0.88 | $ | 3.04 | $ | 2.90 | |||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | 134,150 | 134,502 | 134,853 | 135,484 | |||||||||||||||||||
| Diluted | 136,017 | 135,394 | 137,195 | 137,219 | |||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
5
GLOBUS MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
| 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, 2025 | 112,625 | $ | 113 | 22,430 | $ | 22 | $ | 3,169,812 | $ | 15,346 | $ | 1,387,957 | $ | 4,573,250 | |||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | 12,788 | — | — | 12,788 | |||||||||||||||||||||||||||||||||||||||
| Grant of contingent restricted stock units | — | — | — | — | 393 | — | — | 393 | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 515 | — | — | — | 25,961 | — | — | 25,961 | |||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock under employee and director equity option plans, net | 96 | — | — | — | (3,440) | — | — | (3,440) | |||||||||||||||||||||||||||||||||||||||
| Comprehensive income/(loss) | — | — | — | — | — | (942) | 124,302 | 123,360 | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | 113,236 | $ | 113 | 22,430 | $ | 22 | $ | 3,205,514 | $ | 14,404 | $ | 1,512,259 | $ | 4,732,312 | |||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | 13,423 | — | — | 13,423 | |||||||||||||||||||||||||||||||||||||||
| Grant of contingent restricted stock units | — | — | — | — | 291 | — | — | 291 | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 226 | — | — | — | 10,971 | — | — | 10,971 | |||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock under employee and director equity option plans, net | — | — | — | — | (13) | — | — | (13) | |||||||||||||||||||||||||||||||||||||||
| Comprehensive income/(loss) | — | — | — | — | — | (3,208) | 151,569 | 148,361 | |||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | (1,640) | (1) | — | — | — | — | (136,741) | (136,742) | |||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | 111,822 | $ | 112 | 22,430 | $ | 22 | $ | 3,230,186 | $ | 11,196 | $ | 1,527,087 | $ | 4,768,603 | |||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | 11,797 | — | — | 11,797 | |||||||||||||||||||||||||||||||||||||||
| Grant of contingent restricted stock units | — | — | — | — | 1,429 | — | — | 1,429 | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 291 | — | — | — | 15,880 | — | — | 15,880 | |||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock under employee and director equity option plans, net | 37 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Comprehensive income/(loss) | — | — | — | — | — | 140 | 141,171 | 141,311 | |||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | (1,915) | (2) | — | — | — | — | (142,768) | (142,770) | |||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | 110,235 | $ | 110 | 22,430 | $ | 22 | $ | 3,259,292 | $ | 11,336 | $ | 1,525,490 | $ | 4,796,250 | |||||||||||||||||||||||||||||||||
6
GLOBUS MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
| 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 | — | — | — | — | 13,324 | — | — | 13,324 | |||||||||||||||||||||||||||||||||||||||
| Grant of contingent restricted stock units | — | — | — | — | 429 | — | — | 429 | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 309 | — | — | — | 11,223 | — | — | 11,223 | |||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock under employee and director equity option plans, net | 72 | — | — | — | (2,293) | — | — | (2,293) | |||||||||||||||||||||||||||||||||||||||
| Comprehensive income/(loss) | — | — | — | — | — | 4,694 | 75,462 | 80,156 | |||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | (2,445) | (2) | — | — | — | — | (192,102) | (192,104) | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | 112,926 | $ | 113 | 22,430 | $ | 22 | $ | 3,053,927 | $ | (2,167) | $ | 1,036,173 | $ | 4,088,068 | |||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | 13,154 | — | — | 13,154 | |||||||||||||||||||||||||||||||||||||||
| Grant of contingent restricted stock units | — | — | — | — | 249 | — | — | 249 | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 77 | — | — | — | 4,697 | — | — | 4,697 | |||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock under employee and director equity option plans, net | 28 | — | — | — | (375) | — | — | (375) | |||||||||||||||||||||||||||||||||||||||
| Comprehensive income/(loss) | — | — | — | — | — | 12,406 | 202,846 | 215,252 | |||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | (411) | — | — | — | — | — | (25,362) | (25,362) | |||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | 112,620 | $ | 113 | 22,430 | $ | 22 | $ | 3,071,652 | $ | 10,239 | $ | 1,213,657 | $ | 4,295,683 | |||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | 11,508 | — | — | 11,508 | |||||||||||||||||||||||||||||||||||||||
| Grant of contingent restricted stock units | — | — | — | — | 1,091 | — | — | 1,091 | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | 218 | — | — | — | 11,079 | — | — | 11,079 | |||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common stock under employee and director equity option plans, net | 2 | — | — | — | (51) | — | — | (51) | |||||||||||||||||||||||||||||||||||||||
| Comprehensive income/(loss) | — | — | — | — | — | 688 | 118,966 | 119,654 | |||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | (665) | (1) | — | — | — | — | (40,138) | (40,139) | |||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | 112,175 | $ | 112 | 22,430 | $ | 22 | $ | 3,095,279 | $ | 10,927 | $ | 1,292,485 | $ | 4,398,825 | |||||||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
7
GLOBUS MEDICAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| (In thousands) | 2026 | 2025 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 417,042 | $ | 397,274 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Bargain purchase gain | (1,118) | (114,361) | |||||||||
| Depreciation and amortization | 209,730 | 207,357 | |||||||||
| Provision for excess and obsolete inventory | 14,671 | 15,988 | |||||||||
| Amortization of acquisition accounting fair value step up | — | 19,631 | |||||||||
| Stock-based compensation expense | 37,743 | 38,361 | |||||||||
| Allowance for expected credit losses | 13,954 | 5,311 | |||||||||
| Change in fair value of business acquisition liabilities | 16,231 | 2,668 | |||||||||
| Change in deferred income taxes | 24,778 | 525 | |||||||||
| (Gain)/loss on disposal of assets, net | 6,765 | 8,438 | |||||||||
| Payment of business acquisition-related liabilities | (2,965) | (16,425) | |||||||||
| Net (gain)/loss from foreign currency adjustment | 277 | (14,621) | |||||||||
| (Increase) decrease in: | |||||||||||
| Accounts receivable | (12,345) | 11,971 | |||||||||
| Inventories | (60,086) | (17,420) | |||||||||
| Prepaid expenses and other assets | 3,826 | (6,689) | |||||||||
| Increase (decrease) in: | |||||||||||
| Accounts payable | 6,664 | (654) | |||||||||
| Accrued expenses and other liabilities | (15,375) | 25,442 | |||||||||
| Income taxes payable/receivable | 17,540 | (57,936) | |||||||||
| Net cash provided by/(used in) operating activities | 677,332 | 504,860 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of marketable securities | (398,841) | (37,109) | |||||||||
| Sales and maturities of marketable securities | 66,805 | 174,238 | |||||||||
| Purchases of property and equipment | (113,172) | (118,482) | |||||||||
| Acquisition of businesses, net of cash acquired and purchases of intangible and other assets | (22,417) | (262,212) | |||||||||
| Net cash provided by/(used in) investing activities | (467,625) | (243,565) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Payment of business acquisition-related liabilities | (17,417) | (11,240) | |||||||||
| Net proceeds from exercise of stock options | 52,812 | 26,999 | |||||||||
| Payments related to tax withholdings for share-based compensation | (3,453) | (2,698) | |||||||||
| Repurchase of common stock | (279,001) | (255,451) | |||||||||
| Repayment of senior convertible notes | — | (449,985) | |||||||||
| Net cash provided by/(used in) financing activities | (247,059) | (692,375) | |||||||||
| Effect of foreign exchange rates on cash | (1,117) | 18,411 | |||||||||
| Net increase/(decrease) in cash, cash equivalents, and restricted cash | (38,469) | (412,669) | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 526,156 | 784,438 | |||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 487,687 | $ | 371,769 | |||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Income taxes paid, net | $ | 65,804 | $ | 95,096 | |||||||
| Non-cash investing and financing activities: | |||||||||||
| Accrued purchases of property and equipment | $ | 12,209 | $ | 13,454 | |||||||
The following table provides a reconciliation of cash and cash equivalents reported on our condensed consolidated balance sheets to the total of the cash, cash equivalents, and restricted cash reported within our condensed consolidated statements of cash flows.
| As of September 30, | |||||||||||
| (In thousands) | 2026 | 2025 | |||||||||
| Cash and cash equivalents shown in the condensed consolidated balance sheets | $ | 441,272 | $ | 371,769 | |||||||
| Restricted escrow deposits included in prepaid expenses and other current assets | 46,415 | — | |||||||||
| Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $ | 487,687 | $ | 371,769 | |||||||
See accompanying notes to unaudited condensed consolidated financial statements.
8
GLOBUS MEDICAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1. BACKGROUND
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 and independent sales representatives, as well as exclusive and non-exclusive independent third-party distributors.
The terms “Company,” “Globus,” “we,” “us” and “our” refer to Globus Medical, Inc. and, where applicable, our consolidated subsidiaries.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)Basis of Presentation
The accompanying interim unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the U.S. (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in complete financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). As such, the information included in this Quarterly Report on Form 10-Q (this "Quarterly Report") should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026.
In the opinion of management, these condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of our financial position as of September 30, 2026, and results of operations for the three and nine months ended September 30, 2026. The results of operations for any interim period may not be indicative of results for the full year.
(b)Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of Globus and its majority-owned or controlled subsidiaries. All intercompany balances and transactions are eliminated in consolidation.
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 condensed 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 the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. We base our estimates, in part, on historical experience that management believes to be reasonable under the circumstances. Actual results could
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differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the condensed 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 materially from estimated results.
(d)Revenue Recognition
In accordance with Accounting Standards Codification (“ASC”) Topic 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 concurrently 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 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.
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 include 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 $35.1 million and $36.9 million as of September 30, 2026 and December 31, 2025, respectively, are classified within deferred revenue and other liabilities on our condensed 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 nine months ended September 30, 2026, are as follows:
| (In thousands) | Nine Months Ended September 30, 2026 | ||||
| Beginning contract liabilities | $ | 36,914 | |||
| Revenue recognized from contract liabilities | (31,660) | ||||
| Advance consideration received during the period | 29,892 | ||||
| Ending contract liabilities | $ | 35,146 | |||
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(e)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 September 30, 2026. Short-term and long-term marketable securities are recorded at fair value on our condensed consolidated balance sheets. Any change in fair value of our available-for-sale securities, which 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 condensed 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 condensed consolidated statements of operations and comprehensive income. Interest receivable is recorded as a component of prepaid expenses and other current assets on our condensed consolidated balance sheets.
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 condensed consolidated statements of operations. Any other impairments not recorded through an allowance for credit losses are recognized in our other comprehensive income/(loss). No impairments were identified resulting from expected credit losses during the three and nine months ended September 30, 2026.
(f)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 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, trade names, reacquired rights 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 for impairment 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 three and nine months ended September 30, 2026, there were no impairments in goodwill or finite-lived intangible assets.
(g) Derivative Financial Instruments
The Company recognizes all derivative instruments as assets or liabilities in its unaudited condensed 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 income/(expense), net in the unaudited condensed consolidated statements of operations and comprehensive income. The effects of these derivative instruments are immaterial to the Company’s financial statements.
(h)Accounts Receivable and Related Valuation Accounts
Accounts receivable in the accompanying unaudited condensed 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 our 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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(i)Cash, Cash Equivalents, and Restricted Cash
The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at the 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. Restricted cash represents cash balances held in an escrow account and is included in prepaid expenses and other current assets on our condensed consolidated balance sheet.
(j)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 types of interim reporting and the form and content of interim financial statements in accordance with U.S. GAAP. ASU No. 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 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. Additionally, in November 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. 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.
(k)Recently Adopted Accounting Pronouncements
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. The Company adopted ASU No. 2025-05 as of January 1, 2026, and amendments were applied prospectively. The adoption did not have any material impact on the Company’s consolidated financial statements.
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 provides information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. The Company adopted ASU No. 2023-09 as of January 1, 2025, and amendments were applied prospectively.
NOTE 3. ASSET ACQUISITIONS AND BUSINESS COMBINATIONS
Nevro Merger
As previously disclosed, on February 6, 2025, the Company entered into an Agreement and Plan of Merger (the “Nevro Merger Agreement”) with Nevro Corp. (“Nevro”) and Palmer Merger Sub, Inc., a wholly owned subsidiary of the Company (“Palmer Merger Sub”) (such transaction, the “Nevro Merger”). 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.
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The aggregate consideration paid by the Company in connection with its acquisition of Nevro was $252.5 million. The final purchase price allocation as of March 31, 2026 included net identifiable assets of $444.5 million and liabilities of $73.2 million, resulting in a bargain purchase gain of $118.8 million. The net identifiable assets were comprised of $147.5 million of deferred income taxes, $116.8 million of inventories, $70.8 million of accounts receivable, $56.0 million of intangible assets and $53.4 million of other assets. Total transaction costs incurred in connection with the Nevro Merger were $28.9 million for the year ended December 31, 2025, with $28.8 million of transaction costs incurred during the nine months ended September 30, 2025. Immaterial transaction costs were incurred during the three and nine months ended September 30, 2026.
Asset Acquisitions
During the second quarter of 2026, the Company entered into a patent purchase agreement and acquired certain patents related to medical device technology in the spine field for a total consideration of $1.5 million, which was paid at closing. The Company recorded $1.5 million of intangible assets, with an estimated useful life of 15.5 years.
During the third quarter of 2025, the Company entered into a license agreement and acquired software related to the imaging, navigation and robotics (“INR”) 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 a 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 biotech company focused on research and development for hemostasis solutions. The fair value of the assets acquired was concentrated in a similar identified asset, in-process research and development (“IPR&D”) of the acquired technology, thus satisfying the requirements of the screen test in ASC Topic 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 condensed 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 Practice 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 September 30, 2026, the milestones have not been met and as such, contingent consideration has not been recorded in this asset acquisition.
Other Business Combinations
During the third quarter of 2026, the Company completed the acquisition of Higgs Boson Health, a digital healthcare experience company. The acquisition was not material to the overall condensed consolidated financial statements during the periods presented and has been included in the condensed consolidated financial statements from the date of acquisition. The purchase price consisted of approximately $7.6 million of cash paid at closing, $6.5 million in contingent consideration payments, $2.2 million of developed technology, and $0.2 million of other net identifiable tangible assets, resulting in goodwill of $11.7 million based on the estimated fair value. Goodwill is primarily comprised of assembled workforce, expected synergies with integration into our product portfolio, and future technologies yet to be developed. The contingent payments for this acquisition are based upon achieving various performance milestones over a period of two years from the closing date and, if the applicable milestones are achieved, will be paid in cash. 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.
During the third quarter of 2026, the Company completed the acquisition of Synaptive Medical, a medical technology company focused on developing solutions for complex cranial procedures. The acquisition was not material to the overall condensed consolidated financial statements during the periods presented and has been included in the condensed consolidated financial statements from the date of acquisition. The aggregate consideration paid by the Company in connection with this acquisition was $8.7 million. The preliminary purchase price allocation as of September 30, 2026, included net identifiable tangible assets of $2.7 million and identifiable intangible assets of $2.0 million, resulting in goodwill of $4.0 million. Goodwill is primarily comprised of expected synergies. 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.
During the first quarter of 2026, the Company completed one acquisition that was not material to the overall condensed consolidated financial statements during the periods presented. This acquisition has been included in the condensed consolidated financial statements from the date of acquisition. The purchase price consisted of approximately $0.2 million of cash paid at closing and $3.9 million in contingent consideration payments, resulting in goodwill of $3.9 million and reacquired rights of $0.2 million based on the estimated fair value. 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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Throughout 2024, the Company completed three acquisitions that were not material to the overall condensed consolidated financial statements during the periods presented. These acquisitions have been included in the condensed consolidated financial statements from their respective dates of acquisition. The purchase prices in aggregate consisted of approximately $0.7 million of cash paid at closing and $25.0 million in contingent consideration payments, resulting in goodwill of $24.0 million and reacquired rights of $1.8 million based on the estimated fair values. The contingent payments for these acquisitions are based upon achieving various performance milestones over a period of and ten years and are payable in a combination of cash and restricted stock units (“RSUs”).
NOTE 4. NET SALES
The following table represents net sales by product category for the three and nine months ended September 30, 2026 and 2025, respectively:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Musculoskeletal Solutions | $ | 728,855 | $ | 741,009 | $ | 2,225,379 | $ | 2,027,124 | |||||||||||||||
| Enabling Technologies | 34,864 | 28,039 | 87,806 | 85,387 | |||||||||||||||||||
| Total net sales | $ | 763,719 | $ | 769,048 | $ | 2,313,185 | $ | 2,112,511 | |||||||||||||||
NOTE 5. MARKETABLE SECURITIES
The composition of our short-term and long-term marketable securities as of September 30, 2026 and December 31, 2025 was as follows:
| September 30, 2026 | |||||||||||||||||||||||
| (In thousands) | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | |||||||||||||||||||
| Short-term: | |||||||||||||||||||||||
| Municipal bonds | $ | 12,700 | $ | — | $ | (18) | $ | 12,682 | |||||||||||||||
| Corporate debt securities | 3,979 | — | (11) | 3,968 | |||||||||||||||||||
| Commercial paper | 47,354 | — | (48) | 47,306 | |||||||||||||||||||
| Government, federal agency, and other sovereign obligations | 12,285 | — | (78) | 12,207 | |||||||||||||||||||
| Total short-term marketable securities | $ | 76,318 | $ | — | $ | (155) | $ | 76,163 | |||||||||||||||
| Long-term: | |||||||||||||||||||||||
| Municipal bonds | $ | 3,400 | $ | — | $ | (44) | $ | 3,356 | |||||||||||||||
| Corporate debt securities | 177,400 | 20 | (2,116) | 175,304 | |||||||||||||||||||
| Asset-backed securities | 135,238 | 12 | (1,439) | 133,811 | |||||||||||||||||||
| Government, federal agency, and other sovereign obligations | 41,833 | — | (566) | 41,267 | |||||||||||||||||||
| Total long-term marketable securities | $ | 357,871 | $ | 32 | $ | (4,165) | $ | 353,738 | |||||||||||||||
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| 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 | |||||||||||||||
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 to three years as of September 30, 2026 and December 31, 2025, respectively.
NOTE 6. FAIR VALUE MEASUREMENTS
The following table represents the fair value of assets and liabilities as of September 30, 2026 and December 31, 2025, respectively, including the following:
| (In thousands) | Balance at September 30, 2026 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash equivalents | $ | 306,214 | $ | 296,086 | $ | 10,128 | $ | — | |||||||||||||||
| Municipal bonds | 16,038 | — | 16,038 | — | |||||||||||||||||||
| Corporate debt securities | 179,272 | — | 179,272 | — | |||||||||||||||||||
| Commercial paper | 47,306 | — | 47,306 | — | |||||||||||||||||||
| Asset-backed securities | 133,811 | — | 133,811 | — | |||||||||||||||||||
| Government, federal agency, and other sovereign obligations | 53,474 | 52,319 | 1,155 | — | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Business acquisition liabilities | 106,367 | — | — | 106,367 | |||||||||||||||||||
| (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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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 described above:
| Unobservable input | Range | Weighted Average* | ||||||||||||||||||
| Revenue risk premium | 1.6% | - | 5.4% | 2.5% | ||||||||||||||||
| Revenue volatility | 14.0% | - | 15.8% | 14.8% | ||||||||||||||||
| Discount rate | 4.9% | - | 8.5% | 5.3% | ||||||||||||||||
| 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 three and nine months ended September 30, 2026 and 2025, respectively, included the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Beginning balance | $ | 105,389 | $ | 104,972 | $ | 101,508 | $ | 123,235 | |||||||||||||||
| Purchase price contingent consideration | 6,462 | — | 10,371 | — | |||||||||||||||||||
| Changes resulting from foreign currency fluctuations | — | — | — | (252) | |||||||||||||||||||
| Contingent cash payments | (4,066) | (4,037) | (20,382) | (27,665) | |||||||||||||||||||
| Contingent RSU grants | (1,429) | (1,091) | (2,113) | (1,768) | |||||||||||||||||||
| Changes in fair value of business acquisition liabilities | 172 | (2,721) | 16,231 | 2,668 | |||||||||||||||||||
| Contractual payable reclassification | (161) | 24 | 752 | 929 | |||||||||||||||||||
| Ending balance | $ | 106,367 | $ | 97,147 | $ | 106,367 | $ | 97,147 | |||||||||||||||
Changes in the fair value of business acquisition liabilities were driven by changes in market conditions and the achievement of certain performance conditions.
NOTE 7. INVENTORIES
Inventories included the following as of September 30, 2026 and December 31, 2025, respectively:
| (In thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| Raw materials | $ | 191,700 | $ | 162,247 | |||||||
| Work in process | 72,569 | 64,462 | |||||||||
| Finished goods | 559,875 | 532,568 | |||||||||
| Total inventories | $ | 824,144 | $ | 759,277 | |||||||
During the three months ended September 30, 2026 and 2025, net adjustments to cost of sales related to excess and obsolete inventory were $4.9 million and $5.1 million, respectively. The net adjustments for the three months ended September 30, 2026 and 2025 reflect a combination of additional expense for excess and obsolete related provisions ($10.1 million and $9.7 million, respectively) offset by sales and disposals ($5.2 million and $4.7 million, respectively) of inventory for which an excess and obsolete provision was previously recorded.
During the nine months ended September 30, 2026 and 2025, net adjustments to cost of sales related to excess and obsolete inventory were $14.7 million and $16.0 million, respectively. The net adjustments for the nine months ended September 30, 2026 and 2025
16
reflect a combination of additional expense for excess and obsolete related provisions ($31.0 million and $29.3 million, respectively) offset by sales and disposals ($16.4 million and $13.4 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 September 30, 2026 and December 31, 2025, respectively:
| (In thousands) | Useful Life | September 30, | December 31, | ||||||||||||||
| (in years) | 2026 | 2025 | |||||||||||||||
| Land | — | $ | 10,818 | $ | 10,849 | ||||||||||||
| Buildings and improvements | 31.5 | 127,775 | 127,573 | ||||||||||||||
| Equipment | 5-15 | 272,417 | 258,475 | ||||||||||||||
| Instruments, modules, and cases | 5 | 849,154 | 813,488 | ||||||||||||||
| Other property and equipment | 3-5 | 81,466 | 59,067 | ||||||||||||||
| 1,341,630 | 1,269,452 | ||||||||||||||||
| Less: accumulated depreciation and amortization | (808,870) | (705,000) | |||||||||||||||
| Total | $ | 532,760 | $ | 564,452 | |||||||||||||
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.
Depreciation expense related to property and equipment was as follows during the three and nine months ended September 30, 2026 and 2025, respectively:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Depreciation | $ | 41,359 | $ | 41,284 | $ | 122,479 | $ | 118,997 | |||||||||||||||
NOTE 9. GOODWILL AND INTANGIBLE ASSETS
The change in the carrying amount of goodwill during the twelve months ended December 31, 2025 and the nine months ended September 30, 2026, respectively, included the following:
| (In thousands) | |||||
| December 31, 2024 | $ | 1,432,387 | |||
| Foreign exchange | 2,646 | ||||
| December 31, 2025 | 1,435,033 | ||||
| Additions and adjustments | 19,547 | ||||
| Foreign exchange | (1,019) | ||||
| September 30, 2026 | $ | 1,453,561 | |||
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Intangible assets as of September 30, 2026 included the following:
| September 30, 2026 | |||||||||||||||||||||||
| (In thousands) | Weighted Average Amortization Period (in years) | Gross Carrying Amount | Accumulated Amortization | Intangible Assets, net | |||||||||||||||||||
| Customer relationships & other intangibles | 10.5 | $ | 368,035 | $ | (139,840) | $ | 228,195 | ||||||||||||||||
| Developed technology | 7.9 | 733,016 | (311,277) | 421,739 | |||||||||||||||||||
| Patents | 14.1 | 15,999 | (7,103) | 8,896 | |||||||||||||||||||
| Trade names | 15.3 | 10,035 | (1,397) | 8,638 | |||||||||||||||||||
| Total intangible assets | $ | 1,127,085 | $ | (459,617) | $ | 667,468 | |||||||||||||||||
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 | |||||||||||||||||
The following table summarizes amortization of intangible assets for future periods as of September 30, 2026:
| (In thousands) | Annual Amortization | ||||
| 2026 | $ | 29,574 | |||
| 2027 | 116,803 | ||||
| 2028 | 113,653 | ||||
| 2029 | 113,333 | ||||
| Thereafter | 294,105 | ||||
| Total | $ | 667,468 | |||
NOTE 10. ACCRUED EXPENSES
Accrued expenses as of September 30, 2026 and December 31, 2025, respectively, included the following:
| (In thousands) | September 30, 2026 | December 31, 2025 | |||||||||
| Compensation and other employee-related costs | $ | 156,937 | $ | 167,105 | |||||||
| Legal and other settlements and expenses | 56,647 | 51,875 | |||||||||
| Accrued non-income taxes | 27,122 | 29,240 | |||||||||
| Royalties | 13,266 | 11,632 | |||||||||
| Rebates | 48,927 | 47,503 | |||||||||
| Other | 23,959 | 26,231 | |||||||||
| Total accrued expenses | $ | 326,858 | $ | 333,586 | |||||||
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NOTE 11. DEBT
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. As of September 30, 2026, 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
As previously disclosed on September 1, 2023, the Company entered into the merger agreement (the “NuVasive Merger Agreement”) with NuVasive, Inc. (“NuVasive”) and Zebra Merger Sub Inc., a wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the terms of the NuVasive Merger Agreement, Merger Sub merged with and into NuVasive (the “NuVasive Merger”), with NuVasive surviving as a wholly owned subsidiary of the Company. 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 indenture (the “First Supplemental Indenture”) to the Indenture, dated March 2, 2020 (the “Base Indenture”), by and between NuVasive and the Trustee, relating to NuVasive’s $450.0 million in aggregate principal amount of 0.375% Convertible Senior Notes due 2025 (the “2025 Notes”). On March 15, 2025, the $450.0 million in remaining aggregate principal amount of the 2025 Notes was paid off, net of an immaterial number of converted units that were settled in cash. There were no 2025 Notes outstanding as of September 30, 2026.
There was no interest expense recognized on the 2025 Notes for the three months ended September 30, 2026 and 2025. There was no interest expense and $6.9 million of interest expense recognized on the 2025 Notes for the nine months ended September 30, 2026 and 2025, respectively.
NOTE 12. EQUITY
Share Repurchases
On May 15, 2025, our Board of Directors (the “Board”) approved a share repurchase program that authorizes the Company to repurchase up to $500.0 million of the Company’s Class A Common Stock (“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 time.
During the three and nine months ended September 30, 2026, the Company repurchased 1.9 million and 3.5 million shares for a total of $142.9 million and $279.0 million, at an average price of $74.61 and $78.46 per share, respectively, under this repurchase program. As of September 30, 2026, the Company had a remaining authorization to repurchase a total of $111.0 million of the Company’s Class A Common. On November 2, 2026, the Board authorized the Company to repurchase an additional $500.0 million of shares of its Class A Common under the repurchase program. For additional information, see Note 19. Subsequent Events.
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.
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 the Class B Common Stock (“Class B Common”).
19
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 “Description of Securities of the Registrant” filed as Exhibit 4.2 to our Annual Report on Form 10-K filed with the SEC on February 24, 2026. The holders of Class A Common and Class B Common vote together as one class of common stock. Except for voting and conversion 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 nine months ended September 30, 2026 and 2025, 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, 2025 | $ | 131 | $ | 15,215 | $ | 15,346 | |||||||||||
| Other comprehensive income/(loss) before reclassifications | (4,452) | (225) | (4,677) | ||||||||||||||
| Amounts reclassified from accumulated other comprehensive income/(loss), net of tax | 667 | — | 667 | ||||||||||||||
| Other comprehensive income/(loss), net of tax | (3,785) | (225) | (4,010) | ||||||||||||||
| Accumulated other comprehensive income/(loss), net of tax, at September 30, 2026 | $ | (3,654) | $ | 14,990 | $ | 11,336 | |||||||||||
| (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 | 442 | 17,441 | 17,883 | ||||||||||||||
| Amounts reclassified from accumulated other comprehensive income/(loss), net of tax | (95) | — | (95) | ||||||||||||||
| Other comprehensive income/(loss), net of tax | 347 | 17,441 | 17,788 | ||||||||||||||
| Accumulated other comprehensive income/(loss), net of tax, at September 30, 2025 | $ | 30 | $ | 10,897 | $ | 10,927 | |||||||||||
Amounts reclassified from accumulated other comprehensive loss, net of tax, related to unrealized gains/losses on marketable securities were released to other income, net in our condensed consolidated statements of operations and comprehensive income.
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 is anti-dilutive. For purposes of this calculation, common stock equivalents include the Company’s stock options, unvested RSUs, and performance-based restricted stock units (“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.
20
The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2026 and 2025, respectively:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands, except per share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income/(loss) for basic | $ | 141,171 | $ | 118,966 | $ | 417,042 | $ | 397,274 | |||||||||||||||
| Denominator for basic and diluted net income per share: | |||||||||||||||||||||||
| Weighted average shares outstanding for basic | 134,150 | 134,502 | 134,853 | 135,484 | |||||||||||||||||||
| Dilutive stock options, RSUs, and PRSUs | 1,868 | 892 | 2,341 | 1,735 | |||||||||||||||||||
| Weighted average shares outstanding for diluted | 136,017 | 135,394 | 137,195 | 137,219 | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | 1.05 | $ | 0.88 | $ | 3.09 | $ | 2.93 | |||||||||||||||
| Diluted | $ | 1.04 | $ | 0.88 | $ | 3.04 | $ | 2.90 | |||||||||||||||
| Anti-dilutive stock options and RSUs excluded from the calculation | 3,802 | 8,483 | 3,456 | 6,112 | |||||||||||||||||||
| Anti-dilutive warrants excluded from the calculation | — | 181 | — | 181 | |||||||||||||||||||
| Total | $ | 3,802 | $ | 8,664 | $ | 3,456 | $ | 6,293 | |||||||||||||||
NOTE 13. STOCK-BASED AWARDS
We have four stock plans: our 2012 Equity Incentive Plan (the “2012 Plan”), our 2021 Equity Incentive Plan (as amended to date, 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 the 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 not 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 incentives to employees, directors, and consultants of Globus. The 2021 Plan is administered by 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) 12,000,000 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 12,000,000 shares. The shares of Class A Common covered by the 2021 Plan include authorized but unissued shares, treasury shares or shares of Class A Common 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 generally is ten years from the grant date. Options granted to employees generally 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 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 September 30, 2026, pursuant to the 2021 Plan, the NuVasive 2014 Plan and the Ellipse 2015 Plan, there were 14,008,200 shares, 0 shares and 2,868 shares, respectively, of Class A Common reserved for issuance and 4,573,307 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.
21
Stock Options
Stock option activity during the nine months ended September 30, 2026 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, 2025 | 10,579 | $ | 61.11 | ||||||||||||||||||||
| Granted | 1,631 | 92.60 | |||||||||||||||||||||
| Exercised | (1,032) | 51.16 | |||||||||||||||||||||
| Forfeited | (545) | 74.24 | |||||||||||||||||||||
| Outstanding at September 30, 2026 | 10,633 | 66.23 | 6.3 | $ | 141,066 | ||||||||||||||||||
| Exercisable at September 30, 2026 | 6,589 | 59.20 | 5.0 | 113,856 | |||||||||||||||||||
| Expected to vest at September 30, 2026 | 4,044 | $ | 77.69 | 8.5 | $ | 27,210 | |||||||||||||||||
The total intrinsic value of stock options exercised was $8.5 million and $2.2 million during the three months ended September 30, 2026 and 2025, respectively. The total intrinsic value of stock options exercised was $38.9 million and $15.7 million during the nine months ended September 30, 2026 and 2025, 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:
| Nine Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Risk-free interest rate | 3.72% | - | 4.78% | 3.61% | - | 4.52% | |||||||||||||||||
| Expected term (years) | 5.0 | - | 5.5 | 4.9 | - | 9.9 | |||||||||||||||||
| Expected volatility | 37.0% | - | 39.0% | 34.0% | - | 37.0% | |||||||||||||||||
| Expected dividend yield | —% | —% | |||||||||||||||||||||
The weighted average grant date fair value of stock options granted during the three months ended September 30, 2026 and 2025 was $31.68 and $23.17 per share, respectively. The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2026 and 2025 was $36.12 and $33.00 per share, respectively.
Restricted Stock Units
RSU activity during the nine months ended September 30, 2026 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, 2025 | 303 | $ | 59.56 | ||||||||||||||
| Granted | 26 | 79.83 | |||||||||||||||
| Vested | (162) | 56.33 | |||||||||||||||
| Forfeited | (1) | 54.10 | |||||||||||||||
| Outstanding at September 30, 2026 | 166 | $ | 65.99 | 2.7 | |||||||||||||
22
Performance-Based Restricted Stock Units
PRSU activity during the nine months ended September 30, 2026 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, 2025 | 12 | $ | 62.15 | ||||||||||||||
| Granted | — | — | |||||||||||||||
| Vested | (8) | 54.20 | |||||||||||||||
| Forfeited | (1) | 54.10 | |||||||||||||||
| Outstanding at September 30, 2026 | 3 | $ | 87.18 | 1.3 | |||||||||||||
Stock-Based Compensation
Compensation expense related to stock options granted to employees and non-employees under the Plans during the three and nine months ended September 30, 2026 and 2025, respectively, was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Stock-based compensation expense | $ | 11,743 | $ | 11,538 | $ | 37,743 | $ | 38,361 | |||||||||||||||
| Stock-based compensation expense classified into Acquisition-Related Costs | — | — | — | 27,192 | |||||||||||||||||||
| Net stock-based compensation capitalized into inventory | 54 | (30) | 265 | (375) | |||||||||||||||||||
| Total stock-based compensation cost | $ | 11,797 | $ | 11,508 | $ | 38,008 | $ | 65,178 | |||||||||||||||
As of September 30, 2026, there was $103.4 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
In computing our income tax provision, we make certain estimates and judgments, such as estimated annual taxable income or loss, annual effective tax rate, nature and timing of permanent and temporary differences between taxable income for financial reporting and tax reporting, and the recoverability of deferred tax assets. Our estimates and assumptions may change as new events occur, additional information is obtained, or as the tax environment changes. Should facts and circumstances change during a quarter causing a material change to the estimated effective income tax rate, a cumulative adjustment is recorded.
The One Big Beautiful Bill Act (the “OBBBA”) was signed into law in 2025 and, among other things, modifies the international tax regime and extends or makes permanent various provisions from the Tax Cuts and Jobs Act of 2017, including bonus depreciation and research and development expensing. The provisions of the OBBBA for accelerated depreciation and research and development expenses reduce our cash income tax expense for 2025 and 2026, and the modifications to the international tax provisions of the OBBBA reduce our tax rate for 2026.
The following table provides a summary of our effective income tax rate for the three and nine months ended September 30, 2026 and 2025, respectively:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Effective income tax rate | 23.0% | 17.4% | 21.3% | 8.8% | |||||||||||||||||||
For the three and nine months ended September 30, 2026, the increase in the effective tax rate was predominately due to a one-time tax benefit in the prior period related to state valuation allowance release and impact of the non-taxable bargain purchase gain, which did not take place during 2026.
23
NOTE 15. 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 and the first quarter of 2026.
The 2024 Synergy Plan
Totals include stock-based compensation expense, classified in accordance with ASC Topic 420, Exit or Disposal Cost Obligations. The following table provides a summary of the recognized pre-tax costs for the three and nine months ended September 30, 2026 and 2025, respectively:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Research and Development | $ | — | $ | — | $ | — | $ | 307 | |||||||||||||||
| Selling, General and Administrative | — | 9 | 3 | 216 | |||||||||||||||||||
| Restructuring Costs | 458 | (330) | 3,953 | 2,728 | |||||||||||||||||||
| Total restructuring and other costs | $ | 458 | $ | (321) | $ | 3,956 | $ | 3,251 | |||||||||||||||
The following table provides a summary of activity related to the restructuring program for the three and nine months ended September 30, 2026 and 2025, respectively:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Beginning Balance | $ | 419 | $ | 2,534 | $ | 61 | $ | 2,747 | |||||||||||||||
| Net Charges | 458 | (321) | 3,956 | 3,251 | |||||||||||||||||||
| Cash Payments | (615) | (1,526) | (3,752) | (4,797) | |||||||||||||||||||
Settled non-cash (a) | — | (9) | (3) | (523) | |||||||||||||||||||
| Ending Balance | $ | 262 | $ | 678 | $ | 262 | $ | 678 | |||||||||||||||
(a)Represents share-based compensation settled without cash payments.
The 2025 Strategic Integration Plan
There was no stock-based compensation expense included below. The following table provides a summary of the recognized pre-tax costs for the three and nine months ended September 30, 2026 and 2025, respectively:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Restructuring Costs | $ | (500) | $ | 688 | $ | 3,173 | $ | 11,177 | |||||||||||||||
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The following table provides a summary of activity related to the restructuring program for the three and nine months ended September 30, 2026 and 2025, respectively:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Beginning Balance | $ | 1,115 | $ | 10,501 | $ | 581 | $ | — | |||||||||||||||
| Net charges | (500) | 688 | 3,173 | 11,177 | |||||||||||||||||||
| Cash Payments | 6 | (9,040) | (3,127) | (9,040) | |||||||||||||||||||
| Foreign currency impact | (4) | (18) | (11) | (6) | |||||||||||||||||||
| Ending Balance | $ | 617 | $ | 2,131 | $ | 617 | $ | 2,131 | |||||||||||||||
NOTE 16. 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 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 condensed 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 condensed consolidated statement of operations and 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 condensed consolidated balance sheet were as follows as of September 30, 2026 and December 31, 2025, respectively:
| September 30, | December 31, | ||||||||||
| (In thousands) | 2026 | 2025 | |||||||||
| Asset: | |||||||||||
| Operating lease right-of-use asset | $ | 56,768 | $ | 63,786 | |||||||
| Finance lease right-of-use asset | 611 | 718 | |||||||||
| Total leased assets | $ | 57,379 | $ | 64,504 | |||||||
| Liabilities: | |||||||||||
| Current: | |||||||||||
| Operating lease liability | 14,176 | 14,738 | |||||||||
| Finance lease liability | 308 | 348 | |||||||||
| Long-term: | |||||||||||
| Operating lease liability | 93,378 | 103,918 | |||||||||
| Finance lease liability | 326 | 436 | |||||||||
| Total lease liabilities | $ | 108,188 | $ | 119,440 | |||||||
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The table below summarizes the Company’s lease costs arising from the operating and financing lease obligations for the three and nine months ended September 30, 2026 and 2025, respectively:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Lease expense: | |||||||||||||||||||||||
| Operating lease expense | $ | 6,414 | $ | 6,922 | $ | 18,821 | $ | 15,232 | |||||||||||||||
| Finance lease expense | |||||||||||||||||||||||
| Depreciation of right-of-use asset | 89 | 79 | 267 | 190 | |||||||||||||||||||
| Interest expense on lease liabilities | 10 | 9 | 33 | 21 | |||||||||||||||||||
| Total lease expense | $ | 6,513 | $ | 7,010 | $ | 19,121 | $ | 15,443 | |||||||||||||||
Future minimum lease payments under non-cancellable leases as of September 30, 2026, are as follows:
| (In thousands) | Finance Leases | Operating Leases | |||||||||
| 2026 | $ | 95 | $ | 5,664 | |||||||
| 2027 | 301 | 20,882 | |||||||||
| 2028 | 185 | 18,583 | |||||||||
| 2029 | 70 | 18,275 | |||||||||
| 2030 | 29 | 17,978 | |||||||||
| Thereafter | — | 57,982 | |||||||||
| Total minimum lease payments | $ | 680 | $ | 139,364 | |||||||
| Less: amount representing interest | (46) | (31,810) | |||||||||
| Present value of obligations under leases | 634 | 107,554 | |||||||||
| Less: current portion | (308) | (14,176) | |||||||||
| Long-term lease obligations | $ | 326 | $ | 93,378 | |||||||
The table below summarizes the Company’s supplemental cash flow information and assumptions used for the nine months ended September 30, 2026 and 2025, respectively:
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NOTE 17. 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 condensed 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, alleged that Globus willfully infringed 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 sought 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 of the verdict. On September 11, 2026, the appeals court affirmed the defense verdict in favor of Globus, and the litigation has concluded.
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 sought 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 costs associated with the damages. The Company intends to vigorously defend against these claims and has filed an appeal. As of September 30, 2026, we had a liability recorded of $46.4 million, which included our accrual for interest and costs based on the Court’s order, in our accrued expenses. The provision for litigation charges are within our selling, general, and administrative expense financial statement line. As of September 30, 2026, the Company deposited $46.4 million into an escrow account pending the outcome of the appeal. The restricted cash is included in prepaid expenses and other current assets on the Company's condensed consolidated balance sheet.
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 September 30, 2026.
NOTE 18. SEGMENT AND GEOGRAPHIC INFORMATION
Operating segments are defined as components of an enterprise for which separate financial information is available that are evaluated regularly by the Chief Operating Decision Maker (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. Keith W. Pfeil, Chief Executive Officer, is identified as the CODM who determines resource allocation, investing activities, and performance assessment as of September 30, 2026. The CODM uses revenue, gross profit and operating income to assess the financial performance of the segments and make key operating decisions. Our CODM does not evaluate operating segments using asset or liability information.
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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 conclusions reached after considering relevant factors such as economic similarity, customer base, regulatory environment, production processes, nature of services and products provided, and our comprehensive approach to product development and offerings targeting patient needs through procedural-based solutions.
The following table represents total segment revenue, significant segments expenses and other expenses for the three and nine months ended September 30, 2026 and 2025, respectively:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net sales | $ | 763,719 | $ | 769,048 | $ | 2,313,185 | $ | 2,112,511 | |||||||||||||||
| Cost of sales and operating expenses: | |||||||||||||||||||||||
| Cost of sales | (202,504) | (215,495) | (615,998) | (595,033) | |||||||||||||||||||
Amortization of inventory fair value step-up (a) | — | (6,957) | — | (12,973) | |||||||||||||||||||
| Depreciation related to cost of sales | (30,413) | (30,080) | (92,424) | (88,689) | |||||||||||||||||||
| Research and development, employee-related cost | (26,288) | (27,034) | (79,751) | (82,567) | |||||||||||||||||||
Research and development other (b) | (8,241) | (11,033) | (27,609) | (28,516) | |||||||||||||||||||
| Selling, general and administrative, employee-related cost | (219,570) | (222,334) | (664,827) | (648,687) | |||||||||||||||||||
Selling, general and administrative other (c) | (54,340) | (55,532) | (168,137) | (160,413) | |||||||||||||||||||
| Provision for litigation | (3,665) | (28,260) | (3,861) | (24,353) | |||||||||||||||||||
| Acquisition-related costs | (720) | 2,713 | (18,177) | (31,500) | |||||||||||||||||||
| Amortization of intangibles | (29,574) | (29,843) | (88,660) | (88,834) | |||||||||||||||||||
Other segment expenses (d) | (11,835) | (6,293) | (40,934) | (37,448) | |||||||||||||||||||
| Operating income/(loss) | 176,569 | 138,900 | 512,807 | 313,498 | |||||||||||||||||||
| Interest income/(expense), net | 8,413 | 1,455 | 20,921 | 3,829 | |||||||||||||||||||
| Foreign currency transactional gain/(loss) | (1,714) | (161) | (4,687) | 4,147 | |||||||||||||||||||
| Bargain purchase gain | — | 3,800 | 1,118 | 114,361 | |||||||||||||||||||
| Income/(loss) before income taxes | $ | 183,268 | $ | 143,994 | $ | 530,159 | $ | 435,835 | |||||||||||||||
(a)Amounts primarily related to inventory step up associated with the Nevro Merger.
(b)Amounts include IPR&D and other non-employee related costs.
(c)Amounts include non-employee related costs including taxes and fees.
(d)Amounts primarily include restructuring expenses and credit losses.
The following table represents total net sales by geographic area, based on the location of the customer for the three and nine months ended September 30, 2026 and 2025, respectively:
| Net Sales | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| United States | $ | 620,980 | $ | 617,633 | $ | 1,844,973 | $ | 1,702,274 | |||||||||||||||
| International | 142,739 | 151,415 | 468,212 | 410,237 | |||||||||||||||||||
| Total | $ | 763,719 | $ | 769,048 | $ | 2,313,185 | $ | 2,112,511 | |||||||||||||||
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NOTE 19. SUBSEQUENT EVENTS
On November 2, 2026, (the “Repurchase Program Increase Date”), the Board authorized the Company to repurchase an additional $500.0 million of its Class A Common under our existing share repurchase program (the “Repurchase Program Increase”). Following the Repurchase Program Increase, approximately $611.0 million remained available for future share repurchases under the Company’s repurchase program as of the Repurchase Program Increase Date. The timing and actual number of shares repurchased under the repurchase program will be determined by management at its discretion and will depend on a variety of factors, including market price of the shares, general business and market conditions, applicable legal requirements, and alternative investment opportunities. 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 time.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 Part I, 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 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 nine months ended September 30, 2026 and 2025 and provides comparisons between the periods. A discussion of our Results of Operations for the three and nine months ended September 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 September 30, 2025 Compared to the Three Months Ended September 30, 2024” and “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations: Results of Operations; Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed with the SEC on November 6, 2025.
Overview
Globus Medical, Inc. (together, where 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.
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. 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 separate our products and services into two major categories: Musculoskeletal Solutions and Enabling Technologies.
Nevro Merger
As previously disclosed on February 6, 2025, the Company entered into an Agreement and Plan of Merger (the “Nevro Merger Agreement”) with Nevro Corp. (“Nevro”) and Palmer Merger Sub, Inc., a wholly owned subsidiary of the Company (“Palmer Merger Sub”). On April 3, 2025, pursuant to the terms of the Nevro Merger Agreement, Palmer Merger Sub merged with and into Nevro (the “Nevro Merger”), with Nevro surviving as a wholly owned subsidiary of the Company. Upon the consummation of the Nevro Merger, each issued and outstanding share of common stock of Nevro, $0.001 par value per share, was cancelled and converted into the right to receive cash in an amount equal to $5.85 per share of common stock of Nevro, without interest and subject to any applicable withholding taxes.
Product & Service Categories
While we group our revenue into two categories, Musculoskeletal Solutions and Enabling Technologies, they are not limited to a particular technology, platform or surgical approach. Instead, our goal is to offer a comprehensive product suite that can be used to safely and effectively treat patients based on their specific anatomy and condition, and is customized to the surgeon’s training and surgical preference.
Musculoskeletal Solutions
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.
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Enabling Technologies
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 by streamlining surgical procedures to be safer, less invasive, and more accurate. The market for our Enabling Technologies in spine, cranial and orthopedic surgery is still in its infancy stage and consists primarily of INR 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.
Geographic Information
To date, the primary market for our products and services has been within the 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.
During the nine months ended September 30, 2026, international net sales accounted for approximately 20.2% of our total net sales. We have sold our products and services in approximately 60 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.
Seasonality
Our business is generally not seasonal in nature. However, sales of our Musculoskeletal Solutions products and neuromonitoring services may be influenced by summer vacation and winter holiday periods during which we have experienced fewer surgeries taking place, as well as more surgeries taking place later in the year when patients have met the deductibles under insurance plans. Sales of our Enabling Technologies products may be influenced by longer capital purchase cycles and the timing of budget approvals for major capital purchases.
Critical Accounting Estimates
The preparation of the condensed 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 condensed consolidated financial statements, and the reported amounts of sales and expenses during the reporting periods. There have been no material changes to the critical accounting policies and estimates as previously disclosed 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 year ended December 31, 2025, filed with the SEC on February 24, 2026.
Results of Operations
We manage our business globally within two operating segments, which is consistent with how our management reviews our business, makes investment and resource allocation decisions and assesses operating performance. We have concluded that these operating segments are aggregated into one reportable segment, based on the aggregation criteria.
Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
Net Sales
The following table sets forth, for the periods indicated, our net sales by geography expressed as dollar amounts and the changes in net sales between the specified periods expressed in dollar amounts and as percentages:
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| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| U.S. | $ | 620,980 | $ | 617,633 | $ | 3,347 | 0.5 | % | |||||||||||||||
| International | 142,739 | 151,415 | (8,676) | (5.7 | %) | ||||||||||||||||||
| Total net sales | $ | 763,719 | $ | 769,048 | $ | (5,329) | (0.7 | %) | |||||||||||||||
In the U.S., net sales increased by $3.3 million, or 0.5%, for the three months ended September 30, 2026. From a product standpoint, the increase was primarily driven by an increase in Enabling Technologies sales of $6.9 million as compared to the same period in the prior-year, primarily driven by increased unit deployment of 52%. The U.S. net sales increase was partially offset by a decrease in Musculoskeletal Solutions sales of $3.6 million, which was primarily driven by a decrease of $22.1 million in spinal cord stimulation product sales due to declines in U.S. trial volumes. The Musculoskeletal Solutions sales decrease was partially offset by an increase driven by higher volumes in spine implantable device sales of $8.1 million, trauma sales of $5.5 million and neuromonitoring sales of $5.0 million.
International net sales decreased by $8.7 million, or 5.7%, for the three months ended September 30, 2026. From a product standpoint, the decrease was primarily driven by a decrease in Musculoskeletal Solutions sales of $8.6 million, which was caused by lower volumes of spine implantable device sales and spinal cord stimulation product sales resulting in decreases of $5.2 million and $3.4 million, respectively. From a geographic standpoint, international net sales in the Europe and Middle East region decreased by $4.8 million, sales in the Latin American region decreased by $2.5 million and sales in the Asia Pacific region decreased by $1.4 million. Foreign currency exchange rates on international net sales had a favorable impact of $1.1 million for the three months ended September 30, 2026.
Cost of Sales
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Cost of sales (exclusive of amortization of intangibles) | $ | 232,917 | $ | 252,533 | $ | (19,616) | (7.8 | %) | |||||||||||||||
| Percentage of net sales | 30.5 | % | 32.8 | % | |||||||||||||||||||
The $19.6 million, or 7.8%, decrease in cost of sales for the three months ended September 30, 2026 was primarily driven by the Nevro Merger amortization of inventory step up of $7.0 million in the prior-year period, with no comparable event in the current-year period. Additionally, there was a decrease in product costs of $11.6 million due to manufacturing cost-cutting initiatives. This was partially offset by an increase in freight costs of $1.5 million.
Research and Development Expenses
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Research and development | $ | 34,529 | $ | 38,067 | $ | (3,538) | (9.3 | %) | |||||||||||||||
| Percentage of net sales | 4.5 | % | 4.9 | % | |||||||||||||||||||
The $3.5 million, or 9.3%, decrease in research and development expenses was driven by decreases of $1.3 million in cost of materials, $1.0 million in consulting and outside services, and $0.7 million in employee-related expenses.
Selling, General and Administrative Expenses
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Selling, general and administrative | $ | 288,471 | $ | 313,597 | $ | (25,126) | (8.0 | %) | |||||||||||||||
| Percentage of net sales | 37.8 | % | 40.8 | % | |||||||||||||||||||
The decrease of $25.1 million, or 8.0%, in selling, general and administrative expenses was primarily driven by a decrease of $24.6 million in provision for litigation.
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Amortization of Intangibles
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Amortization of intangibles | $ | 29,574 | $ | 29,843 | $ | (269) | (0.9 | %) | |||||||||||||||
| Percentage of net sales | 3.9 | % | 3.9 | % | |||||||||||||||||||
Amortization of intangibles decreased by $0.3 million, or 0.9%, primarily driven by the finalization of amortization of intangible assets as compared to the three months ended September 30, 2025.
Acquisition-Related Costs
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Acquisition-related costs | $ | 720 | $ | (2,713) | $ | 3,433 | 126.5 | % | |||||||||||||||
| Percentage of net sales | 0.1 | % | (0.4 | %) | |||||||||||||||||||
Acquisition-related costs increased by $3.4 million, or 126.5%, primarily driven by the change in the fair value of business acquisition liabilities. For the three months ended September 30, 2026, acquisition-related costs included $0.2 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 a benefit of $2.7 million recorded for the three-month period ended September 30, 2025.
Restructuring Costs
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Restructuring costs | $ | (43) | $ | 358 | $ | (401) | (111.9 | %) | |||||||||||||||
| Percentage of net sales | — | % | — | % | |||||||||||||||||||
The decrease in restructuring costs of $0.4 million, or 111.9% was primarily due to lower employee termination benefit expenses related to the 2024 Synergy Plan and the 2025 Strategic Integration Plan in the current-year period. Refer to “Part I; Item 1. Financial Statements; Notes to Condensed Consolidated Financial Statements (Unaudited); Note 15. Restructuring and Other Costs” for further information regarding the 2024 Synergy Plan and the 2025 Strategic Integration Plan.
Bargain Purchase Gain
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Bargain purchase gain | $ | — | $ | 3,800 | $ | (3,800) | (100.0 | %) | |||||||||||||||
| Percentage of net sales | — | % | 0.5 | % | |||||||||||||||||||
The $3.8 million decrease was due to the bargain purchase gain related to the Nevro Merger as of September 30, 2025, with no comparable event in the current period.
Other Income/(Expense), Net
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Other income/(expense), net | $ | 5,717 | $ | 2,831 | $ | 2,886 | 101.9 | % | |||||||||||||||
| Percentage of net sales | 0.7 | % | 0.4 | % | |||||||||||||||||||
Other income/(expense) increased by $2.9 million, or 101.9%, primarily due to a $6.4 million increase in interest income driven by higher average investment balances and increased market rates. This was partially offset by an increase in foreign currency loss of $2.0 million.
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Income Tax Provision/(Benefit)
| Three Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Income tax provision/(benefit) | $ | 42,097 | $ | 25,028 | $ | 17,069 | 68.2 | % | |||||||||||||||
| Effective income tax rate | 23.0 | % | 17.4 | % | |||||||||||||||||||
For the three months ended September 30, 2026, the increase in the effective tax rate was predominantly due to a one-time tax benefit in the prior period related to state valuation allowance release and the impact of the non-taxable bargain purchase gain.
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Net Sales
The following table sets forth, for the periods indicated, our net sales by geography expressed as dollar amounts and the changes in net sales between the specified periods expressed in dollar amounts and as percentages:
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| U.S. | $ | 1,844,973 | $ | 1,702,274 | $ | 142,699 | 8.4 | % | |||||||||||||||
| International | 468,212 | 410,237 | 57,975 | 14.1 | % | ||||||||||||||||||
| Total net sales | $ | 2,313,185 | $ | 2,112,511 | $ | 200,674 | 9.5 | % | |||||||||||||||
In the U.S., net sales increased by $142.7 million, or 8.4%, for the nine months ended September 30, 2026. From a product standpoint, the increase was primarily driven by an increase in Musculoskeletal Solutions sales of $148.0 million, which was driven by increased spine implantable devices sales of $79.1 million, primarily driven by higher volume, higher spinal cord stimulation product sales from the Nevro Merger of $30.0 million, and higher volumes in neuromonitoring sales of $25.5 million and trauma sales of $13.4 million. Domestic Enabling Technologies sales unit deployment increased 5%, however sales decreased $5.3 million primarily driven by higher mix of sales model types that recognize revenue over longer periods of time.
International net sales increased by $58.0 million, or 14.1%, for the nine months ended September 30, 2026. From a product standpoint, the increase was primarily driven by an increase in Musculoskeletal Solutions sales of $50.3 million, primarily driven by $29.7 million in spine implantable devices, spinal cord stimulation sales from the Nevro Merger of $13.5 million and trauma sales of $7.0 million. The increase in spine implantable devices sales and trauma sales are driven by higher volume, while spinal cord stimulation sales were due to the Nevro Merger occurring early in the second quarter of 2025. Enabling Technologies sales increased by $7.7 million as compared to the nine-month period ended September 30, 2025, primarily driven by increased unit deployment of 180%. From a geographic standpoint, international net sales in the Europe and Middle East region increased by $42.0 million, sales in the Latin American region increased by $11.4 million and sales in the Asia Pacific region increased by $4.6 million. Foreign currency exchange rates on international net sales had an unfavorable impact of $10.4 million for the nine months ended September 30, 2026.
Cost of Sales
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Cost of sales (exclusive of amortization of intangibles) | $ | 708,422 | $ | 696,695 | $ | 11,727 | 1.7 | % | |||||||||||||||
| Percentage of net sales | 30.6 | % | 33.0 | % | |||||||||||||||||||
The $11.7 million, or 1.7%, increase in cost of sales for the nine months ended September 30, 2026 was primarily driven by an increase in freight cost of $9.1 million, and an increase in product cost of $7.4 million driven primarily by higher volume, and was partially offset by cost-cutting initiatives. Additionally, there was an increase in depreciation of $3.6 million. These increases were partially offset by a decrease in the cost of sales from Nevro products of $7.6 million.
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Research and Development Expenses
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Research and development | $ | 107,360 | $ | 111,083 | $ | (3,723) | (3.4 | %) | |||||||||||||||
| Percentage of net sales | 4.6 | % | 5.3 | % | |||||||||||||||||||
The $3.7 million, or 3.4%, decrease in research and development expenses was driven by decreases of $2.8 million in employee-related expenses and $1.2 million in consulting and outside services.
Selling, General and Administrative Expenses
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Selling, general and administrative | $ | 873,069 | $ | 860,018 | $ | 13,051 | 1.5 | % | |||||||||||||||
| Percentage of net sales | 37.7 | % | 40.7 | % | |||||||||||||||||||
The increase of $13.1 million, or 1.5%, in selling, general and administrative expenses was primarily driven by an increase of $15.4 million for Nevro expenses, as well as a $17.4 million increase in employee-related expenses and a $4.0 million increase in meeting expenses. These increases were partially offset by a decrease of $20.5 million in provision for litigation and a decrease of $3.7 million in taxes and fees.
Amortization of Intangibles
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Amortization of intangibles | $ | 88,660 | $ | 88,834 | $ | (174) | (0.2 | %) | |||||||||||||||
| Percentage of net sales | 3.8 | % | 4.2 | % | |||||||||||||||||||
Amortization of intangibles decreased by $0.2 million, or 0.2%, primarily driven by the finalization of amortization of intangible assets as compared to the nine months ended September 30, 2025. This decrease was partially offset by amortization of newly-acquired intangibles.
Acquisition-Related Costs
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Acquisition-related costs | $ | 18,177 | $ | 31,500 | $ | (13,323) | (42.3 | %) | |||||||||||||||
| Percentage of net sales | 0.8 | % | 1.5 | % | |||||||||||||||||||
Acquisition-related costs decreased by $13.3 million, or 42.3%, primarily driven by the $26.1 million in expenses related to the Nevro Merger that were incurred during the nine months ended September 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 nine months ended September 30, 2026, acquisition-related costs included $16.2 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 $2.7 million recorded for the nine-month period ended September 30, 2025.
Restructuring Costs
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Restructuring costs | $ | 7,126 | $ | 13,905 | $ | (6,779) | (48.8 | %) | |||||||||||||||
| Percentage of net sales | 0.3 | % | 0.7 | % | |||||||||||||||||||
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The $6.8 million, or 48.8%, decrease in restructuring costs was primarily due to lower employee termination benefit expenses related to the 2024 Synergy Plan and the 2025 Strategic Integration Plan during the current-year period. Refer to “Part I; Item 1. Financial Statements; Notes to Condensed Consolidated Financial Statements (Unaudited); Note 15. Restructuring and Other Costs” for further information regarding the 2024 Synergy Plan and the 2025 Strategic Integration Plan.
Bargain Purchase Gain
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Bargain purchase gain | $ | 1,118 | $ | 114,361 | $ | (113,243) | (99.0 | %) | |||||||||||||||
| Percentage of net sales | — | % | 5.4 | % | |||||||||||||||||||
The $113.2 million decrease was due to the bargain purchase gain related to the Nevro Merger as of September 30, 2025 compared to the $1.1 million measurement period adjustments from the Nevro Merger booked as of the nine months ended September 30, 2026.
Other Income/(Expense), Net
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Other income/(expense), net | $ | 18,670 | $ | 10,998 | $ | 7,672 | 69.8 | % | |||||||||||||||
| Percentage of net sales | 0.8 | % | 0.5 | % | |||||||||||||||||||
Other income/(expense) increased by $7.7 million, or 69.8%, primarily driven by a $9.3 million increase in interest income resulting from higher average investment balances and increased market rates. Additionally, there was a $7.8 million decrease in interest expense resulting from the repayment of the 2025 Notes (as defined in Part I; Item 1. Financial Statements; Notes to Condensed Consolidated Financial Statements (Unaudited); Note 11. Debt) in March 2025. This was offset by a foreign currency loss of $4.7 million in the current period compared to a $4.1 million gain in the same period of the prior year.
Income Tax Provision/(Benefit)
| Nine Months Ended September 30, | Change | ||||||||||||||||||||||
| (In thousands, except percentages) | 2026 | 2025 | $ | % | |||||||||||||||||||
| Income tax provision/(benefit) | $ | 113,117 | $ | 38,561 | $ | 74,556 | 193.3 | % | |||||||||||||||
| Effective income tax rate | 21.3 | % | 8.8 | % | |||||||||||||||||||
For the nine months ended September 30, 2026, the increase in the effective tax rate was predominantly due to a one-time tax benefit in the prior period related to state valuation allowance release and the impact of the non-taxable bargain purchase gain.
Liquidity and Capital Resources
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 obligations, and 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 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 borrowings under our existing credit facility or the issuance of 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.
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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. As of September 30, 2026, we had no outstanding borrowings under the September 2023 Credit Agreement and we were in compliance with all covenants.
Cash Flows
The following table summarizes, for the periods indicated, cash flows from operating, investing and financing activities:
| Nine Months Ended September 30, | 2026-2025 Change | ||||||||||||||||
| (In thousands) | 2026 | 2025 | $ | ||||||||||||||
| Net cash provided by/(used in) operating activities | $ | 677,332 | $ | 504,860 | $ | 172,472 | |||||||||||
| Net cash provided by/(used in) investing activities | (467,625) | (243,565) | (224,060) | ||||||||||||||
| Net cash provided by/(used in) financing activities | (247,059) | (692,375) | 445,316 | ||||||||||||||
| Effect of foreign exchange rate changes on cash | (1,117) | 18,411 | (19,528) | ||||||||||||||
| Increase/(decrease) in cash, cash equivalents, and restricted cash | $ | (38,469) | $ | (412,669) | $ | 374,200 | |||||||||||
Cash Provided by Operating Activities
The higher net cash provided by operating activities for the nine months ended September 30, 2026, was primarily the result of an increase in income before taxes of $94.3 million, favorable changes in income taxes paid of $29.3 million and changes in non-cash adjustments of $131.1 million. The change in non-cash adjustments was primarily due to the bargain purchase gain recognized during the nine months ended September 30, 2025. This increase was partially offset by unfavorable changes in accrued expenses and other liabilities of $40.8 million and inventory of $42.7 million.
Cash Used in Investing Activities
The higher net cash used in investing activities for the nine months ended September 30, 2026, was primarily due to an increase in purchases of marketable securities of $361.7 million and a decrease in sales and maturities of marketable securities of $107.4 million. This was partially offset by a decrease in cash used for the acquisition of businesses, net of cash acquired and purchases of intangible and other assets of $239.8 million.
Cash Used in Financing Activities
The lower net cash used in financing activities for the nine months ended September 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, a decrease in repurchases of the Company's Class A Common Stock (“Class A Common”) of $23.6 million, and an increase of $25.8 million in net proceeds from the exercise of stock options also contributed to the decrease in cash used in financing activities during the nine months ended September 30, 2026.
Contractual Obligations and Commitments
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.
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Recently Adopted and Recently Issued Accounting Pronouncements
For further details on recently issued and recently adopted accounting pronouncements, please refer to “Part I; Item 1. Financial Statements; Notes to Condensed Consolidated Financial Statements (Unaudited); Note 2. Summary of Significant Accounting Policies, (j) Recently Issued Accounting Pronouncements and (k) Recently Adopted Accounting Pronouncements” above.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We have evaluated the information required under this item that was disclosed under Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026, and there have been no significant changes to this information.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation of our disclosure controls and procedures as of September 30, 2026, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our CEO and CFO, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. For example, these inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in a number of proceedings, legal actions and claims. 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. For further details on the material legal proceedings to which we are currently a party, please refer to “Part I; Item 1. Financial Statements; Notes to Condensed Consolidated Financial Statements (Unaudited); Note 17. Commitments and Contingencies” above.
In addition, we are subject to legal proceedings arising in the ordinary course of business. Consistent with Item 103 of Regulation S-K, we have elected to disclose those environmental proceedings with a governmental entity as a party where the Company reasonably believes that such proceeding would result in monetary sanctions, exclusive of interest and costs, of $1.0 million or more. Applying this threshold, there are no environmental matters to disclose for the three months ended September 30, 2026.
Item 1A. Risk Factors
Risk factors that could cause our actual results to differ from our expectations and that could negatively impact our business, results of operations and financial condition are discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 24, 2026. If any of these risks actually occur, our business, results of operations, financial condition and future growth prospects could be materially and adversely affected. You should carefully read and consider each of these risks, together with all of the other information set forth in this Quarterly Report on Form 10-Q. The risks and uncertainties described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe are immaterial may also materially adversely affect our business, results of operations, financial condition and future growth prospects, and our stock price.
There have been no material changes to the risk factors set forth in Item 1A. “Risk Factors” of our 2025 Annual Report on Form 10-K filed with the SEC on February 24, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
We previously repurchased shares of our Class A Common pursuant to the publicly announced $200 million share repurchase program that was authorized by the Company’s Board of Directors (the “Board”) in March 2020 and subsequently increased by authorization of the Board by $200 million and $350 million in March 2022 and September 2023, respectively. On May 15, 2025, the Board approved a new share repurchase program that authorizes the Company to repurchase up to $500 million of the Company’s Class A Common. On November 2, 2026, the Board authorized an additional $500 million to be purchased under this repurchase program. 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 time.
The following table provides the activity related to share repurchases for the third quarter of 2026.
| (In thousands except for per share prices) | |||||||||||||||||||||||
| Period | Total number of shares purchased (a) | Average price paid per share (b) | Total number of shares purchased as part of publicly announced plans or programs (a) | Approximate dollar value of shares that may yet be purchased under the plans or programs (a) | |||||||||||||||||||
| July 1, 2026 - July 31, 2026 | 53 | 74.80 | 53 | $ | 249,999 | ||||||||||||||||||
| August 1, 2026 - August 31, 2026 | — | — | — | $ | 249,999 | ||||||||||||||||||
| September 1, 2026 - September 30, 2026 | 1,863 | 74.60 | 1,863 | $ | 110,999 | ||||||||||||||||||
| Total | 1,916 | 1,916 | |||||||||||||||||||||
(a)On May 15, 2025, the Board approved a share repurchase program that authorizes the Company to repurchase up to $500.0 million of the Class A Common. The amount in this table reflect the authorization available during the third quarter of 2026 and exclude the $500.0 million increase approved in November 2026. For additional information, see Note 19. Subsequent Events.
(b)Inclusive of an immaterial amount of commission fees.
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Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Except as set forth below, during the quarter ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Item 408 of Regulation S-K).
On August 31, 2026, Kyle R. Kline, Chief Financial Officer and Senior Vice President, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Kline’s Rule 10b5-1 trading plan has a term ending upon the earlier of (i) November 30, 2027 or (ii) the sale of all shares subject to the plan and provides for the sale of up to 25,493 shares of Class A Common pursuant to the terms of the plan.
Item 6. Exhibits
The following is a list of exhibits filed or furnished as part of this Quarterly Report. Where so indicated, exhibits that were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated in parentheses.
| Exhibit No. | Item | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32** | ||||||||
| 101.INS* | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
| * | Filed herewith. | |||||||
| ** | Furnished herewith. | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GLOBUS MEDICAL, INC. | ||||||||
Dated: November 5, 2026 | /s/ KEITH W. PFEIL | |||||||
Keith W. Pfeil | ||||||||
| President and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
| and Director | ||||||||
Dated: November 5, 2026 | /s/ KYLE R. KLINE | |||||||
Kyle R. Kline | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
| Senior Vice President | ||||||||
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