GLOBUS MEDICAL INCGMED
GLOBUS MEDICAL INC Stock Compensation Disclosure
STOCK-BASED AWARDS
We have four stock plans: our 2012 Equity Incentive Plan (the “2012 Plan”), our 2021 Equity Incentive Plan (the “2021 Plan”), the NuVasive 2014 Equity Incentive Plan (the “NuVasive 2014 Plan”), and the Ellipse Technologies 2015 Incentive Award Plan (the “Ellipse 2015 Plan” and, together with the 2012 Plan, the 2021 Plan, and NuVasive 2014 Plan, the “Plans”). The 2021 Plan is the only plan pursuant to which new awards may be granted.
The 2012 Plan was approved by our Board in March 2012, and by our stockholders in June 2012. The 2012 Plan terminated as to new awards pursuant to its terms in 2022. Following effectiveness of the 2021 Plan, we have 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 incentive to employees, directors, and consultants of Globus. The 2021 Plan is administered by the Board of Directors of Globus (the “Board”) or its delegates. Under the 2021 Plan, as amended to date, the aggregate number of shares of Class A Common that are able to be issued subject to options and other awards is equal to the sum of (i) 11,000,000 shares, (ii) any shares available for issuance under the 2012 Plan as of June 3, 2021 and (iii) any shares underlying awards outstanding under the 2012 Plan or 2021 Plan as of June 3, 2021 that, on or after that date, are forfeited, terminated, expired or lapse for any reason, or are settled for cash without delivery of shares. The number of shares that may be issued or transferred pursuant to incentive stock options under the 2021 Plan is limited to 11,000,000 shares. The shares of Class A Common covered by the 2021 Plan include authorized but unissued shares, treasury shares or shares of common stock purchased on the open market. The number, type of awards, exercise price, and vesting terms are determined by the Board or its delegates in accordance with the terms of the 2021 Plan. The options granted expire on a date specified by the Board, which is ten years from the grant date. Options granted to employees vest in varying installments over a four-year period.
In connection with the NuVasive Merger, the Company assumed outstanding awards for the RSUs and PRSUs under the NuVasive 2014 Plan and the Ellipse 2015 Plan in accordance with the terms in the NuVasive Merger Agreement. The ultimate issuance amount of the PRSUs is determined by the Compensation Committee of the Board. Share payout levels range from 0% to 100% depending on the respective terms of an award.
As of December 31, 2025, pursuant to the 2021 Plan, the NuVasive 2014 Plan, and the Ellipse 2015 Plan, there were 13,001,940 shares 131,642 shares, and 11,882 shares, respectively, of Class A Common reserved and 4,689,956 shares, 0 shares, and 0 shares respectively of Class A Common available for future grants. The NuVasive 2014 Plan terminated as to new awards pursuant to its terms in the second quarter of 2024. In accordance with its terms, the Ellipse 2015 Plan terminated as to new awards pursuant to its terms in the fourth quarter of 2025.
Stock Options
Stock option activity during the year ended December 31, 2025 is summarized as follows:
| Option Shares (thousands) | Weighted average exercise price | Weighted average remaining contractual life (years) | Aggregate intrinsic value (thousands) | ||||||||||||||||||||
| Outstanding at December 31, 2024 | 10,959 | $ | 55.47 | ||||||||||||||||||||
| Granted | 2,544 | 80.75 | |||||||||||||||||||||
| Exercised | (1,810) | 49.23 | |||||||||||||||||||||
| Forfeited | (1,114) | 69.16 | |||||||||||||||||||||
| Outstanding at December 31, 2025 | 10,579 | 61.11 | 6.5 | $ | 283,485 | ||||||||||||||||||
| Exercisable at December 31, 2025 | 6,321 | 55.16 | 5.1 | 203,247 | |||||||||||||||||||
| Expected to vest at December 31, 2025 | 4,257 | $ | 69.94 | 8.6 | $ | 80,238 | |||||||||||||||||
The total intrinsic value of stock options exercised was $57.5 million, $75.7 million, and $10.8 million, during the years ended December 31, 2025, 2024, and 2023, respectively.
The fair value of the options was estimated on the date of the grant using a Black-Scholes option pricing model with the following assumptions:
| Year Ended | |||||||||||||||||||||||||||||||||||
| December 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Risk-free interest rate | 3.59% | - | 4.52% | 3.52% | - | 4.75% | 3.45% | - | 4.77% | ||||||||||||||||||||||||||
| Expected term (years) | 4.9 | - | 9.9 | 4.7 | - | 7.5 | 4.7 | - | 4.8 | ||||||||||||||||||||||||||
| Expected volatility | 34.0% | - | 37.0% | 34.0% | - | 39.0% | 35.0% | - | 38.0% | ||||||||||||||||||||||||||
| Expected dividend yield | —% | —% | —% | ||||||||||||||||||||||||||||||||
The weighted average grant date fair value of stock options granted during the years ended December 31, 2025, 2024, and 2023 was $32.76, $22.53, and $21.47 per share, respectively.
Restricted Stock Units
RSU activity during the year ended December 31, 2025 is summarized as follows:
| Restricted Stock Units (thousands) | Weighted average grant date fair value per share | Weighted average remaining contractual life (years) | |||||||||||||||
| Outstanding at December 31, 2024 | 416 | $ | 57.05 | ||||||||||||||
| Granted | 37 | 87.31 | |||||||||||||||
| Vested | (128) | 54.10 | |||||||||||||||
| Forfeited | (22) | 54.10 | |||||||||||||||
| Outstanding at December 31, 2025 | 303 | $ | 59.56 | 2.9 | |||||||||||||
Performance-Based Restricted Stock Units
PRSU activity during the year ended December 31, 2025 is summarized as follows:
| Performance-Based Restricted Stock Units (thousands) | Weighted average grant date fair value per share | Weighted average remaining contractual life (years) | |||||||||||||||
| Outstanding at December 31, 2024 | 67 | $ | 53.57 | ||||||||||||||
| Granted | 2 | 87.18 | |||||||||||||||
| Vested | (23) | 53.70 | |||||||||||||||
| Forfeited | (34) | 52.30 | |||||||||||||||
| Outstanding at December 31, 2025 | 12 | $ | 62.15 | 1.4 | |||||||||||||
Stock-Based Compensation
Compensation expense related to stock options granted to employees and non-employees under the Plans and the intrinsic value of stock options exercised for the years ended December 31, 2025, 2024, and 2023 was as follows:
| Year Ended | |||||||||||||||||
| December 31, | |||||||||||||||||
| (In thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Stock-based compensation expense | $ | 49,779 | $ | 54,191 | $ | 38,995 | |||||||||||
| Stock-based compensation expense classified in Acquisition-Related Costs | 27,192 | — | 13,747 | ||||||||||||||
| Net stock-based compensation capitalized into inventory | (441) | 95 | 31 | ||||||||||||||
| Total stock-based compensation cost | $ | 76,530 | $ | 54,286 | $ | 52,773 | |||||||||||
As of December 31, 2025, there was $96.3 million of unrecognized compensation expense related to unvested employee stock options, RSUs, and PRSUs that vest over a weighted average period of 2.5 years.
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 20, 2025 | |
| 2023 | Feb 21, 2024 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.