NUVA / Nuvasive Inc - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598

NUVA / Nuvasive Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: NuVasive Inc. Title of Class of Securities: Common Stock CUSIP Number: 670704105 Date of Event Which Requires Filing of this Statement: August 31, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2023 NUVASIVE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or other jurisdiction of incorporation) (Commission File N

As filed with the Securities and Exchange Commission on September 1, 2023

As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on September 1, 2023

As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on September 1, 2023

As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on September 1, 2023

POS AM As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on September 1, 2023

As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on September 1, 2023

As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on September 1, 2023

S-8 POS As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

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As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

AMENDED AND RESTATED BYLAWS NUVASIVE, INC.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NUVASIVE, INC. 1. OFFICES: 1.1. The Corporation may have an office or offices at such places as the Board of Directors may from time to time designate. 2. MEETING OF STOCKHOLDERS: 2.1. The annual meeting of stockholders for the election of directors shall be held at such time and date as may be fixed by the Board of Directors. 2.2. Special meetings of the

As filed with the Securities and Exchange Commission on September 1, 2023

POS AM As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on September 1, 2023

As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on September 1, 2023

As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NUVASIVE, INC.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUVASIVE, INC. FIRST: The name of the Corporation is NuVasive, Inc. (the “Corporation”). SECOND: The registered office of the Corporation in the State of Delaware shall be: 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address shall be The Corporation Trust Compan

As filed with the Securities and Exchange Commission on September 1, 2023

As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

FIRST SUPPLEMENTAL INDENTURE

EX-4.1 Exhibit 4.1 Execution Version FIRST SUPPLEMENTAL INDENTURE This FIRST SUPPLEMENTAL INDENTURE, dated as of September 1, 2023 (the “First Supplemental Indenture”), is entered into among NuVasive, Inc., a Delaware corporation (the “Company”), Globus Medical, Inc., a Delaware corporation (“Parent”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Tru

As filed with the Securities and Exchange Commission on September 1, 2023

As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on September 1, 2023

As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on September 1, 2023

As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on September 1, 2023

As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on September 1, 2023

As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

As filed with the Securities and Exchange Commission on September 1, 2023

POSASR As filed with the Securities and Exchange Commission on September 1, 2023 Registration Nos.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Numb

NuVasive Announces Second Quarter 2023 Financial Results –U.S. Cervical continues to deliver greater than 20% year-over-year growth– –International net sales grew 6.8% as reported and 9.8% on a constant currency basis–

EX-99.1 Exhibit 99.1 NEWS RELEASE NuVasive Announces Second Quarter 2023 Financial Results –U.S. Cervical continues to deliver greater than 20% year-over-year growth– –International net sales grew 6.8% as reported and 9.8% on a constant currency basis– SAN DIEGO – August 2, 2023 – NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 NUVASIVE, INC. (Ex

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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 Number: 000-50744 NUVASIVE,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 NUVASIVE, INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number

Exhibit 1.01 — Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 12101 Airport Way, Broomfield, Colorado 80021 (Address of principal executive

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NuVasive Announces First Quarter 2023 Financial Results –Continued above-market worldwide net sales growth of 5.8% as reported and 7.7% on a constant currency basis– –U.S. cervical delivers sixth consecutive quarter of greater than 20% growth, driven

EX-99.1 Exhibit 99.1 NEWS RELEASE NuVasive Announces First Quarter 2023 Financial Results –Continued above-market worldwide net sales growth of 5.8% as reported and 7.7% on a constant currency basis– –U.S. cervical delivers sixth consecutive quarter of greater than 20% growth, driven by C360 and the Simplify Cervical Disc– SAN DIEGO – May 10, 2023 – NuVasive, Inc. (NASDAQ: NUVA), the leader in spi

NuVasive, Inc. Excise Tax Gross-Up Plan

Exhibit 10.4 NUVASIVE, INC. EXCISE TAX GROSS-UP PLAN 1.Purpose; Effective Date. The purpose of this NuVasive, Inc. Excise Tax Gross-Up Plan (the “Plan”) is to make affected employees whole for the impact of the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to certain compensation and benefits to be paid or provided in connection with

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number)

First Amendment to the NuVasive, Inc. Amended and Restated Executive Severance Plan

Exhibit 10.3 FIRST AMENDMENT TO THE NUVASIVE, INC. AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN NuVasive, Inc. (“NuVasive” or the “Company”) established the NuVasive, Inc. Amended and Restated Executive Severance Plan and Summary Plan Description effective as of July 26, 2007 (the “Plan”). In Article VI of the Plan, the Company, by action of its Board of Directors or Compensation Committee of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 NUVASIVE, INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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 Number: 000-50744 NUVASIVE,

Amendment No. 2 to Credit Agreement, dated as of May 8, 2023, by and among NuVasive, Inc., certain of its material subsidiaries, as guarantors, Bank of America, N.A., as administrative agent, and each of those additional lenders that are a party to such agreement. (incorporated by reference to our Current Report on Form 8-K filed with the Commission on May 10, 2023)

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (the “Amendment”), dated as of May 8, 2023, is made by and among NUVASIVE, INC., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined in the Credit Agreement (as defined below)) signatory hereto, BANK OF AMERICA, N.A., in its capacity as administrative agent fo

Form of Restricted Stock Unit Agreement (with accompanying Form Notice of Grant) for grants on or after March 1, 2023

Exhibit 10.5 [FORM OF] NUVASIVE, INC. NOTICE OF GRANT OF RESTRICTED STOCK UNITS NuVasive, Inc. (the “Company”) has granted to the participant identified below (the “Participant”) an award (the “Award”) of the number of restricted stock units specified below in this Grant Notice (each, a “Restricted Stock Unit” or an “RSU”) pursuant to the [2014 Equity Incentive Plan of NuVasive, Inc.] [Ellipse Tec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to S ec tion 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to S ec tion 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 NUVASIVE, INC. (Exact

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or other jurisdiction of incorporation) (Commission File Num

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or other jurisdiction of incorporation) (Commission File Number)

NuVasive Shareholders Approve Merger Agreement with Globus Medical

EX-99.1 Exhibit 99.1 NEWS RELEASE NuVasive Shareholders Approve Merger Agreement with Globus Medical SAN DIEGO, April 27, 2023 — NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with minimally disruptive, procedurally integrated solutions, today announced that at the special meeting of shareholders held earlier today, its shareholders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 NUVASIVE, INC. (Ex

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 NUVASIVE, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or other jurisdiction of incorporation) (Commission File Numb

Leading Independent Proxy Advisory Firm Glass Lewis Joins ISS in Recommending NuVasive Shareholders Vote “FOR” the Proposed Merger with Globus Medical

425 Filed by NuVasive, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: NuVasive, Inc. Commission File No.: 000-50744 NEWS RELEASE Leading Independent Proxy Advisory Firm Glass Lewis Joins ISS in Recommending NuVasive Shareholders Vote “FOR” the Proposed Merger with Globus Medical SAN DI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 NUVASIVE, INC. (Ex

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or other jurisdiction of incorporation) (Commission File

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or other jurisdiction of incorporation) (Commission File Numb

Leading Independent Proxy Advisory Firm ISS Recommends NuVasive Shareholders Vote “FOR” the Proposed Merger with Globus Medical

425 Filed by NuVasive, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: NuVasive, Inc. Commission File No.: 000-50744 NEWS RELEASE Leading Independent Proxy Advisory Firm ISS Recommends NuVasive Shareholders Vote “FOR” the Proposed Merger with Globus Medical SAN DIEGO –April 14, 2023–NuV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 to Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 to Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 NUVASIVE, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 NUVASIVE, INC. (Exa

425 1 d427723d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or other jurisdiction of incorporati

Safe harbor statements Cautionary notes on forward-looking statements This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Sec

EX-99.1 Exhibit 99.1 Delivering compelling shareholder value: NuVasive’s combination with Globus Medical April 2023 1 ©2023. NuVasive, Inc. or one of its subsidiaries. All rights reserved. Safe harbor statements Cautionary notes on forward-looking statements This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Secu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 GLOBUS MEDICAL, IN

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 GLOBUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35621 04-3744954 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 NUVASIVE, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or other jurisdiction of incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 NUVASIVE, INC. (Exa

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or other jurisdiction of incorporation) (Commission File N

Filed by NuVasive, Inc.

425 1 d420993d425.htm 425 Filed by NuVasive, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934 Subject Company: NuVasive, Inc. Commission File No.: 000-50744 Email to all NuVasive Employees Keeping employees updated on the latest integration planning efforts related to the announced combination of NuVasiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Filed by NuVasive, Inc.

425 Filed by NuVasive, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NuVasive, Inc. Commission File No.: 000-50744 The below provides the transcript from NuVasive’s Q4 2022 earnings call held on February 22, 2023 for parts relating to the discussion of the proposed transaction between N

List of subsidiaries of the Company

Exhibit 21.1 Subsidiaries of NuVasive, Inc. The following is a list of subsidiaries of the Company as of December 31, 2022, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary as defined by Rule 1-02(w) of Regulation S-X. Name Jurisdiction of Incorporation NuVasive Specialized Orthopedics, Inc. Delaware NuVasive Clinical Services Monitoring, Inc.

Filed by Globus Medical, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to

425 Filed by Globus Medical, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NuVasive, Inc. Commission File No.: 000-50744 Date: February 22, 2023 Globus Medical, Inc. Q4 2022 Earnings Call Transcript February 21, 2023 Company Participants Brian Kearns - Senior Vice President of Business

NuVasive Announces Fourth Quarter and Full-Year 2022 Financial Results and 2023 Net Sales Guidance – Full-year 2022 net sales grew 5.5% as reported, 8.5% on a constant currency basis – – Continued strong international growth in 2022 – – U.S. cervical

EX-99.1 Exhibit 99.1 NEWS RELEASE NuVasive Announces Fourth Quarter and Full-Year 2022 Financial Results and 2023 Net Sales Guidance – Full-year 2022 net sales grew 5.5% as reported, 8.5% on a constant currency basis – – Continued strong international growth in 2022 – – U.S. cervical delivers growth of greater than 20% year-over-year driven by C360 – – 2,000+ Pulse cases performed worldwide since

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2023 NUVASIVE, INC.

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2023 NUVASIVE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File N

Form 10-K

Table of Contents fv UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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425 Filed by NuVasive, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NuVasive, Inc. Commission File No.: 000-50744 NuVasive’s Agreement to Combine with Globus Medical: FAQs for NuVasive employees (revised February 20, 2023) The information in this document is intended to help address qu

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425 Filed by NuVasive, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NuVasive, Inc. Commission File No.: 000-50744 Transcript of Special town hall: NuVasive and Globus joining forces (Feb 16, 2023) [00:00:00] Moran Chavez: Welcome to the special town Hall dedicated to a single topic. An

NUVA / NuVasive, Inc. / THRIVENT FINANCIAL FOR LUTHERANS Passive Investment

SC 13G 1 tfl13gnuvasive.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NuVasive, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 670704105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

Filed by NuVasive, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NuVasive, Inc. Commission File No.: 000-50744 Combining to create an inn

425 Filed by NuVasive, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NuVasive, Inc. Commission File No.: 000-50744 Combining to create an innovative, global musculoskeletal company focused on patient care February 9, 2023 1 Our vision Diversified, leading musculoskeletal technology comp

Legal disclaimers No Offer or Solicitation This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or

EX-99.2 Combining to create an innovative global musculoskeletal company February 9, 2023 Exhibit 99.2 Legal disclaimers No Offer or Solicitation This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any

Amendment No. 3 to the Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed with the Commission on February 9, 2023)

Exhibit 3.1 AMENDMENT NO. 3 TO THE RESTATED BYLAWS OF NUVASIVE, INC. The following amendment (the “Amendment”) was made to the Restated Bylaws (the “Bylaws”) of NuVasive, Inc. (the “Company”) pursuant to resolutions adopted by the Company’s Board of Directors at a meeting held on February 8, 2023: 1. The following Article X is added to the Bylaws: “Unless the corporation consents in writing to the

NUVA / NuVasive, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01547-nuvasiveinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: NuVasive Inc. Title of Class of Securities: Common Stock CUSIP Number: 670704105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rul

-2-

425 1 d436922d425.htm 425 Filed by NuVasive, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NuVasive, Inc. Commission File No.: 000-50744 Email to all NuVasive Employees NuVasive, This morning we announced a definitive agreement to combine with Globus Medical. This is an exciting and his

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2023 NUVASIVE, INC. (

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or other jurisdiction of incorporation) (Commission Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 (February 8, 2023) NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or other jurisdiction of incorporation)

Globus Medical and NuVasive to Combine in All-Stock Transaction to Create Innovative Global Musculoskeletal Company Focused on Patient Care Capitalizes on complementary global commercial organizations and accelerates Globus Medical’s and NuVasive’s g

Exhibit 99.1 Globus Medical and NuVasive to Combine in All-Stock Transaction to Create Innovative Global Musculoskeletal Company Focused on Patient Care Capitalizes on complementary global commercial organizations and accelerates Globus Medical’s and NuVasive’s globalization strategies to increase customer reach and deepen surgeon relationships Brings together innovative technologies to create com

Filed by Globus Medical, Inc. pursuant to Rule 425

Filed by Globus Medical, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NuVasive, Inc. Commission File No.: 000-50744 Date: February 9, 2023 The following e-mail was sent to all employees of Globus Medical, Inc., on February 9, 2023. Sent on behalf of Dan Scavilla At Globus, our mission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2023 GLOBUS MEDICAL,

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2023 GLOBUS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-35621 04-3744954 (State or other jurisdiction of incorporation) (Commissi

Filed by NuVasive, Inc.

Filed by NuVasive, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: NuVasive, Inc. Commission File No.: 000-50744 Globus Medical, Inc. and NuVasive, Inc. Investor Call Transcript February 9, 2022 CORPORATE PARTICIPANTS Brian Kearns Senior Vice President-Business Development, Globus Medical

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 (February 8, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 (February 8, 2023) NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or other jurisdiction of incorporation)

Agreement and Plan of Merger, dated as of February 8, 2023, by and among NuVasive, Inc., Globus Medical, Inc. and Zebra Merger Sub, Inc. (incorporated by reference to our Current Report on Form 8-K filed with the Commission on February 9, 2023)

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among GLOBUS MEDICAL, INC., ZEBRA MERGER SUB, INC., and NUVASIVE, INC. dated as of February 8, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.01. Certain Definitions 2 Section 1.02. Other Defined Terms 20 Section 1.03. Other Definitional Provisions 23 ARTICLE II THE MERGER 23 Section 2.01. The Merger 23 Section 2.02.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or other jurisdiction of incorporation) (Commission File Nu

Voting and Support Agreement, dated as of February 8, 2023, by and among NuVasive, Inc., Globus Medical, Inc., David Paul and Sonali Paul. (incorporated by reference to our Current Report on Form 8-K filed with the Commission on February 9, 2023)

Exhibit 10.1 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of February 8, 2023 (the “Agreement Date”), by and among (i) Globus Medical, Inc., a Delaware corporation (“Parent”), (ii) NuVasive, Inc., a Delaware corporation (the “Company”), and (iii) David Paul and Sonali Paul (collectively, the “Stockholders”). Each of

US6551871022 / Aclarion Inc / NUVASIVE INC - SC 13G Passive Investment

SC 13G 1 d266279dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Aclarion, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 655187 102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2023 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Nu

1 ©2023. NuVasive, Inc. or one of its subsidiaries. All rights reserved. 41st Annual J.P. Morgan Healthcare Conference Chris Barry, Chief Executive Officer January 12, 2023 Exhibit 99.1 2 ©2023. NuVasive, Inc. or one of its subsidiaries. All rights r

1 ©2023. NuVasive, Inc. or one of its subsidiaries. All rights reserved. 41st Annual J.P. Morgan Healthcare Conference Chris Barry, Chief Executive Officer January 12, 2023 Exhibit 99.1 2 ©2023. NuVasive, Inc. or one of its subsidiaries. All rights reserved. Safe harbor statements NuVasive, Inc. (“NuVasive,” “NUVA” or the “Company”) cautions you that statements included in this presentation that a

NUVA / NuVasive, Inc. / JPMORGAN CHASE & CO - FILING NUVASIVE, INC. Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* NUVASIVE, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 670704105 (CUSIP Number) November 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

Employment Letter dated August 22, 2022 between the Company and Michael Farrington

Exhibit 10.2 August 22, 2022 Michael Farrington Dear Mike, Congratulations on your new full-time, exempt role of Senior Vice President, People and Culture, with NuVasive, Inc. at our San Diego, California site. Our Company?s continued success is dependent on employees like you embodying our core values and working diligently to drive our priorities. In this new role, you will report to me, and we

Amendment No. 2 to 2004 Amended and Restated Employee Stock Purchase Plan of NuVasive, Inc.

Exhibit 10.1 AMENDMENT NO. 2 TO AMENDED AND RESTATED 2004 EMPLOYEE STOCK PURCHASE PLAN OF NUVASIVE, INC. WHEREAS, effective as of August 9, 2022 the Board of Directors of NuVasive, Inc. agreed to amend the Amended and Restated 2004 Employee Stock Purchase Plan, as amended from time to time (the ?AR 2004 ESPP?), pursuant to Section 26 of the AR 2004 ESPP. NOW, THEREFORE, the AR 2004 ESPP shall be a

NuVasive Announces Third Quarter 2022 Financial Results – Net sales grew 9.0% as reported, 12.9% on a constant currency basis – – C360 portfolio delivers record quarter in cervical net sales – – Company updates full-year 2022 guidance –

Exhibit 99.1 NEWS RELEASE NuVasive Announces Third Quarter 2022 Financial Results ? Net sales grew 9.0% as reported, 12.9% on a constant currency basis ? ? C360 portfolio delivers record quarter in cervical net sales ? ? Company updates full-year 2022 guidance ? SAN DIEGO ? November 9, 2022 ? NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine su

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2022 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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 Number: 000-50744 NUVAS

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2022 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Num

NuVasive Announces Departure of Chief Commercial Officer

Exhibit 99.1 NEWS RELEASE NuVasive Announces Departure of Chief Commercial Officer SAN DIEGO ? August 9, 2022 ? NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with minimally disruptive, procedurally integrated solutions, today announced the resignation of Massimo Calafiore, executive vice president and chief commercial officer, effec

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2022 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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 Number: 000-50744 NUVASIVE,

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2022 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Numb

NuVasive Announces Second Quarter 2022 Financial Results –Strong year-over-year net sales growth, driven by new product introductions– –Company reiterates full-year guidance range for reported year-over-year net sales growth of 6%–8%– –Company update

Exhibit 99.1 NEWS RELEASE NuVasive Announces Second Quarter 2022 Financial Results –Strong year-over-year net sales growth, driven by new product introductions– –Company reiterates full-year guidance range for reported year-over-year net sales growth of 6%–8%– –Company updates full-year guidance range for GAAP diluted EPS; maintains prior non-GAAP diluted EPS range provided May 4, 2022– SAN DIEGO

NUVA / NuVasive, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: NuVasive Inc. Title of Class of Securities: Common Stock CUSIP Number: 670704105 Date of Event Which Requires Filing of this Statement: June 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 12101 Airport Way, Broomfield, Colorado 80021 (Address of principal executive

Exhibit 1.01 — Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

EX-1.01 2 exhibit101-conflictmineral.htm EX-1.01 Exhibit 1.01 NuVasive, Inc. Conflict Minerals Report For the Reporting Period from January 1, 2021 to December 31, 2021 This Conflict Minerals Report, or Report, of NuVasive, Inc., or NuVasive, also referred to as “we” or “our”, for the period January 1, 2021 to December 31, 2021, or the Reporting Period, has been prepared pursuant to Rule 13p-1, or

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2022 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number)

NuVasive Announces First Quarter 2022 Financial Results –Strong year-over-year net sales growth, driven by new product introductions and International sales – –Company raises lower end of full-year 2022 financial guidance range –

Exhibit 99.1 NEWS RELEASE NuVasive Announces First Quarter 2022 Financial Results ?Strong year-over-year net sales growth, driven by new product introductions and International sales ? ?Company raises lower end of full-year 2022 financial guidance range ? SAN DIEGO ? May 4, 2022 ? NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with m

Form of Performance Restricted Stock Unit Agreement (with accompanying Notice of Grant) for grants on or after March 1, 202

Exhibit 10.2 [FORM OF] NUVASIVE, INC. NOTICE OF GRANT OF PERFORMANCE RESTRICTED STOCK UNITS NuVasive, Inc. (the ?Company?) has granted to the participant identified below (the ?Participant?) an award (the ?Award?) of the number of performance restricted stock units specified below in this Grant Notice (each, a ?Performance Restricted Stock Unit? or ?PRSU?) pursuant to the [2014 Equity Incentive Pl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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 Number: 000-50744 NUVASIVE,

Form of Performance Restricted Stock Unit Agreement (with accompanying Notice of Grant) for grants on or after March 1, 2022 (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on May 4, 2022)

Exhibit 10.3 [FORM OF] NUVASIVE, INC. NOTICE OF GRANT OF RESTRICTED STOCK UNITS NuVasive, Inc. (the ?Company?) has granted to the participant identified below (the ?Participant?) an award (the ?Award?) of the number of restricted stock units specified below in this Grant Notice (each, a ?Restricted Stock Unit? or an ?RSU?) pursuant to the [2014 Equity Incentive Plan of NuVasive, Inc.] [Ellipse Tec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 d262335ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

List of subsidiaries of the Company

Exhibit 21.1 Subsidiaries of NuVasive, Inc. The following is a list of subsidiaries of the Company as of December 31, 2021, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary as defined by Rule 1-02(w) of Regulation S-X. Name Jurisdiction of Incorporation NuVasive Specialized Orthopedics, Inc. Delaware NuVasive Clinical Services Monitoring, Inc.

Separation Agreement and General Release dated November 8, 2021 between the Company and Brent Boucher

Exhibit 10.28 SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE (?Agreement?) is made and entered into by and between Brent Boucher (?Executive?) and NuVasive, Inc. (the ?Company?). WHEREAS, the parties acknowledge and agree that Executive was employed by the Company as an at-will employee, and is an executive eligible for severance pay and benefits under the N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

fv UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50744 NUVASIVE, I

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2022 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File N

NuVasive Announces Fourth Quarter and Full Year 2021 Financial Results and 2022 Outlook —Pulse platform demonstrates strong performance in early adoption, including first international commercial contracts— —NuVasive Simplify Cervical Disc exceeds ex

Exhibit 99.1 NEWS RELEASE NuVasive Announces Fourth Quarter and Full Year 2021 Financial Results and 2022 Outlook ?Pulse platform demonstrates strong performance in early adoption, including first international commercial contracts? ?NuVasive Simplify Cervical Disc exceeds expectations in first year? ?International delivers double-digit net sales growth in 2021? SAN DIEGO ? February 23, 2022 ? NuV

Employment Letter dated January 14, 2022 between the Company and Andrew C. Morton

Exhibit 10.31 January 14, 2022 Andrew (Drew) Morton Germantown, TN 38139 Dear Drew, NuVasive, Inc. (NuVasive or the Company) is pleased to confirm our verbal offer for the full time, exempt position of Senior Vice President, Chief Human Resources Officer. In this role, you will report to me, and your start date will be February 7, 2022. This offer and your at-will employment relationship with NuVa

NUVA / NuVasive, Inc. / HARTFORD MUTUAL FUNDS INC/CT - SC 13G Passive Investment

February 11, 2022 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 RE: Schedule 13G – Nuvasive Inc. As of: December 31, 2021 In accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), attached is an initial Schedule 13G for the above named company showing that the reporting person has ceased to be the beneficial owner of more than five

NUVA / NuVasive, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: NuVasive Inc. Title of Class of Securities: Common Stock CUSIP Number: 670704105 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule

NUVA / NuVasive, Inc. / JPMORGAN CHASE & CO - FILING NUVASIVE, INC. Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NUVASIVE, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 670704105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Strong foundation for growth ©2022. NuVasive, Inc. or one of its subsidiaries. All rights reserved.

40th Annual J.P. Morgan Healthcare Conference Chris Barry Chief Executive Officer January 12, 2022 ?2022. NuVasive, Inc. or one of its subsidiaries. All rights reserved. Exhibit 99.1 ?2022. NuVasive, Inc. or one of its subsidiaries. All rights reserved. Forward-looking statements NuVasive, Inc. (?NuVasive,? ?NUVA? or the ?Company?) cautions you that statements included in this presentation that ar

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2022 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Nu

NUVA / NuVasive, Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* NuVasive, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 670704105 (CUSIP Number) November 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-50744 NUVAS

NuVasive Announces Third Quarter 2021 Financial Results -- Company updates full-year 2021 financial guidance -- -- Pulse platform launches and completes first commercial cases -- -- Cervical portfolio delivers double-digit, year-over-year growth in U

Exhibit 99.1 NEWS RELEASE NuVasive Announces Third Quarter 2021 Financial Results - Company updates full-year 2021 financial guidance - - Pulse platform launches and completes first commercial cases - - Cervical portfolio delivers double-digit, year-over-year growth in U.S. led by Simplify Cervical Disc - SAN DIEGO ? November 9, 2021 ? NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Q2 2021 review and post earnings update Financial results for the quarter ended June 30, 2021, as reported July 28, 2021. Operating Margin GAAP 3.6% | non-GAAP 13.9% Earnings Per Share GAAP $0.03 | non-GAAP $0.60 ©2021 NuVasive, Inc. or one of its su

NuVasive, Inc. September 13, 2021 Investor update ?2021 NuVasive, Inc. or one of its subsidiaries. All rights reserved. Exhibit 99.1 Forward-looking statements and non-GAAP financial measures ?2021 NuVasive, Inc. or one of its subsidiaries. All rights reserved. NuVasive, Inc. (?NuVasive? or the ?Company?) cautions you that statements included in this presentation that are not a description of hist

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2021 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File

NUVA / NuVasive, Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* NuVasive, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 670704105 (CUSIP Number) August 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2021 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File N

NuVasive Announces New Executive Leadership Roles -- New roles strengthen innovation and go-to-market execution -- -- Massimo Calafiore appointed Chief Commercial Officer -- -- Ryan Donahoe appointed Chief Technology Officer --

Exhibit 99.1 NEWS RELEASE NuVasive Announces New Executive Leadership Roles - New roles strengthen innovation and go-to-market execution - - Massimo Calafiore appointed Chief Commercial Officer - - Ryan Donahoe appointed Chief Technology Officer - SAN DIEGO ? September 1, 2021 ? NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with min

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2021 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Num

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Press release issued by NuVasive, Inc. on August 9, 2021.

Exhibit 99.1 NEWS RELEASE Amy Belt Raimundo to Join NuVasive Board of Directors New board member brings extensive knowledge of medical technology and digital health SAN DIEGO ? August 9, 2021 ? NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with minimally disruptive, procedurally integrated solutions, today announced the appointment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-50744 NUVASIVE,

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2021 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

NuVasive Announces Second Quarter 2021 Financial Results -- Net sales increase driven by recovery across all procedural segments and continued strong international growth -- -- Pulse platform clinical evaluations underway in Europe following latest C

Exhibit 99.1 NEWS RELEASE NuVasive Announces Second Quarter 2021 Financial Results - Net sales increase driven by recovery across all procedural segments and continued strong international growth - - Pulse platform clinical evaluations underway in Europe following latest CE certification - - Company provides full-year 2021 financial guidance - SAN DIEGO ? July 28, 2021 ? NuVasive, Inc. (NASDAQ: NU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NUVASIVE, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 7475 Lusk Boulevard, San Diego, California 92121 (Address of principal executi

Exhibit 1.01 — Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

EX-1.01 2 nuva-ex1016.htm EX-1.01 Exhibit 1.01 NuVasive, Inc. Conflict Minerals Report For the Reporting Period from January 1, 2020 to December 31, 2020 This Conflict Minerals Report (the “Report”) of NuVasive, Inc. (“NuVasive,” also referred to as “we,” or “our”) for the period January 1, 2020 to December 31, 2020 (the “Reporting Period”) has been prepared pursuant to Rule 13p-1 (“Rule 13p-1” or

NuVasive Appoints Daniel J. Wolterman as Independent Board Chair

Exhibit 99.1 NEWS RELEASE NuVasive Appoints Daniel J. Wolterman as Independent Board Chair SAN DIEGO?? May 19, 2021?? NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with minimally disruptive, procedurally integrated solutions, announced today the appointment of Daniel J. Wolterman as independent chair of the NuVasive Board of Directo

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2021 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number

Form of Performance Restricted Stock Unit Agreement (with accompanying Notice of Grant) for grants on or after March 1, 2021 (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on May 5, 2021)

Exhibit 10.1 [FORM OF] NUVASIVE, INC. NOTICE OF GRANT OF PERFORMANCE RESTRICTED STOCK UNITS NuVasive, Inc. (the ?Company?) has granted to the participant identified below (the ?Participant?) an award (the ?Award?) of the number of performance restricted stock units specified below in this Grant Notice (each, a ?Performance Restricted Stock Unit? or ?PRSU?) pursuant to the [2014 Equity Incentive Pl

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number)

NuVasive Announces First Quarter 2021 Financial Results -- Net sales increase driven by U.S. procedural volume improvement throughout the quarter and strong international growth -- -- Simplify Cervical Artificial Disc receives FDA approval for two-le

Exhibit 99.1 NEWS RELEASE NuVasive Announces First Quarter 2021 Financial Results - Net sales increase driven by U.S. procedural volume improvement throughout the quarter and strong international growth - - Simplify Cervical Artificial Disc receives FDA approval for two-level cervical total disc replacement - - R&D investment increase year over year to advance spine procedural segments and enablin

Form of Restricted Stock Unit Agreement (with accompanying Notice of Grant) for grants on or after March 1, 2021 (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on May 5, 2021)

Exhibit 10.2 [FORM OF] NUVASIVE, INC. NOTICE OF GRANT OF RESTRICTED STOCK UNITS NuVasive, Inc. (the ?Company?) has granted to the participant identified below (the ?Participant?) an award (the ?Award?) of the number of restricted stock units specified below in this Grant Notice (each, a ?Restricted Stock Unit? or an ?RSU?) pursuant to the [2014 Equity Incentive Plan of NuVasive, Inc.] [Ellipse Tec

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-50744 NUVASIVE,

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant R Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

- DEF 14A

DEF 14A 1 d93713ddef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant R Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2021 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Numb

NuVasive Announces Retirement of Gregory T. Lucier from Board of Directors Mr. Lucier’s commitment to disruptive technology and global scale accelerated Company growth to more than $1 billion in net sales

Exhibit 99.1 NEWS RELEASE NuVasive Announces Retirement of Gregory T. Lucier from Board of Directors Mr. Lucier?s commitment to disruptive technology and global scale accelerated Company growth to more than $1 billion in net sales SAN DIEGO ? March 25, 2021 ? NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with minimally disruptive, p

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2021 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2021 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation)

Employment Letter dated January 1, 2019 between the Company and Lucas Vitale

Exhibit 10.48 January 1, 2019 Lucas S. Vitale XXX XXX Dear Lucas, Congratulations on your promotion to the role of Leader, Global Human Resources. Your external / business card title is Chief Human Resources Officer. Your commitment and dedication to your work and the continued success of NuVasive sets an example for our Shareowners and is instrumental in our efforts to transform spine surgery and

Annual Report - 10-K

fv UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-50744 NUVASIVE, I

NuVasive Announces Fourth Quarter and Full Year 2020 Financial Results -- Acquires Simplify Medical and the most clinically effective technology in the cervical total disc replacement (cTDR) procedure segment -- -- Submits 510(k) clearance for Pulse

EX-99.1 2 nuva-ex99115.htm EX-99.1 Exhibit 99.1 NEWS RELEASE NuVasive Announces Fourth Quarter and Full Year 2020 Financial Results - Acquires Simplify Medical and the most clinically effective technology in the cervical total disc replacement (cTDR) procedure segment - - Submits 510(k) clearance for Pulse platform and reiterates summer 2021 launch - - Continued to increase R&D investments in 2020

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2021 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File N

Separation Agreement and General Release dated January 28, 2021 between the Company and Matthew Link

Exhibit 10.42 SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE (?Agreement?) is made and entered into by and between Matthew Link (?Executive?) and NuVasive, Inc. (the ?Company?). WHEREAS, the parties acknowledge and agree that Executive was employed by the Company as an at-will employee, and is an executive eligible for severance pay and benefits under the Nu

List of subsidiaries of the Company

Exhibit 21.1 Subsidiaries of NuVasive, Inc. The following is a list of subsidiaries of the Company as of December 31, 2020, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary as defined by Rule 1-02(w) of Regulation S-X. Name Jurisdiction of Incorporation NuVasive Specialized Orthopedics, Inc. Delaware NuVasive Clinical Services Monitoring, Inc.

Employment Letter dated October 25, 2019 between the Company and Dale Wolf (incorporated by reference to our Annual Report on Form 10-K filed with the Commission on February 25, 2021)

Exhibit 10.49 October 25, 2019 Dale A. Wolf XXX XXX Dear Dale, Congratulations on your promotion to the role of Leader, Global Operations with NuVasive, Inc. Your external / business card title is Senior Vice President, Global Operations. Your commitment and dedication to your work and the continued success of NuVasive sets an example for our Shareowners and is instrumental in our efforts to trans

Simplify® Cervical Artificial Disc (1) Data on file. Based on review of publicly available materials at the time of this release. (2) Simplify Cervical Artificial Disc – P200022 3 ©2021. NuVasive, Inc. or one of its subsidiaries. All rights reserved.

EX-99.2 3 nuva-ex9927.htm EX-99.2 NuVasive acquires Simplify Medical February 24, 2021 ©2021. NuVasive, Inc. or one of its subsidiaries. All rights reserved. Exhibit 99.2 Safe Harbor Statements Forward-looking information and non-GAAP measures 2 ©2021. NuVasive, Inc. or one of its subsidiaries. All rights reserved. NuVasive, Inc. (“NuVasive” or the “Company”) cautions you that statements included

NuVasive Acquires Simplify Medical Simplify Cervical Artificial Disc provides NuVasive most clinically effective technology in the cervical total disc replacement (cTDR) procedure segment Expands growth opportunities and further differentiates Compan

Exhibit 99.1 NEWS RELEASE NuVasive Acquires Simplify Medical Simplify Cervical Artificial Disc provides NuVasive most clinically effective technology in the cervical total disc replacement (cTDR) procedure segment Expands growth opportunities and further differentiates Company’s comprehensive portfolio across ACDF, PCF, and cTDR procedures SAN DIEGO – February 24, 2021 – NuVasive, Inc. (NASDAQ: NU

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2021 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File N

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: NuVasive Inc. Title of Class of Securities: Common Stock CUSIP Number: 670704105 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Nuvasive Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 670704105 (CUSIP Number) 12/31/2020 (Date of Event Which Requires

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* NuVasive, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 670704105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2021 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Dr. Siddhartha Kadia to Join NuVasive Board of Directors New board member brings expertise in commercializing disruptive medical technology

Exhibit 99.1 NEWS RELEASE Dr. Siddhartha Kadia to Join NuVasive Board of Directors New board member brings expertise in commercializing disruptive medical technology SAN DIEGO – February 1, 2021 – NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with minimally disruptive, procedurally integrated solutions, today announced the appointme

Amendment Agreement dated as of October 26, 2020, between Royal Bank of Canada and the Company (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on October 29, 2020)

Exhibit 10.2 EXECUTION VERSION AMENDMENT AGREEMENT dated as of October 26, 2020 Between ROYAL BANK OF CANADA and NUVASIVE, INC. THIS AMENDMENT AGREEMENT (“Amendment Agreement”) with respect to the Warrant Confirmations (as defined below) is made as of October 26, 2020 between NuVasive, Inc. (“Issuer”) and Royal Bank of Canada (“Dealer”), through its agent RBC Capital Markets, LLC (“Agent”). WHEREA

Employment Letter dated October 14, 2020 between the Company and Massimo Calafiore (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on October 29, 2020)

EX-10.5 6 nuva-ex10541.htm EX-10.5 Exhibit 10.5 October 14, 2020 Dear Massimo, Congratulations on your new full-time, exempt role of Executive Vice President, Global Business Units, with NuVasive, Inc. at our San Diego, California site. Our Company’s continued success is dependent on Shareowners like you embodying our core values and working diligently to drive our priorities. In this new role, yo

Amendment Agreement dated as of October 26, 2020, between Bank of America, N.A. and the Company (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on October 29, 2020)

Exhibit 10.3 EXECUTION VERSION AMENDMENT AGREEMENT dated as of October 26, 2020 Between BANK OF AMERICA, N.A. and NUVASIVE, INC. THIS AMENDMENT AGREEMENT (“Amendment Agreement”) with respect to the Warrant Confirmations (as defined below) is made as of October 26, 2020 between NuVasive, Inc. (“Issuer”) and Bank of America, N.A. (“Dealer”). WHEREAS, (i) Dealer and Issuer entered into a letter agree

Amendment No. 1 to Proprietary Information, Inventions Assignment and Restrictive Covenant Agreement dated October 13, 2020 between the Company and Matthew Link (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on October 29, 2020)

EX-10.9 10 nuva-ex10945.htm EX-10.9 Exhibit 10.9 AMENDMENT NO. 1 TO PROPRIETARY INFORMATION, INVENTIONS ASSIGNMENT AND RESTRICTIVE COVENANT AGREEMENT THIS AMENDMENT NO. 1 TO PROPRIETARY INFORMATION, INVENTIONS ASSIGNMENT AND RESTRICTIVE COVENANT AGREEMENT (this “Amendment”) is made and entered into by and between Matthew Link (“Shareowner”) and NuVasive, Inc. (the “Company”) (collectively “Parties

Employment Letter dated October 13, 2020 between the Company and Brent Boucher (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on October 29, 2020)

Exhibit 10.6 October 13, 2020 Brent J. Boucher Dear Brent, NuVasive, Inc. (NuVasive or the Company) is pleased to confirm our verbal offer for the full time, exempt position of Executive Vice President, Global Commercial. In this role, you will report to me, and your start date will be October 14, 2020. This offer and your at-will employment relationship with NuVasive will be subject to the terms

Employment Letter Agreement dated October 13, 2020 between the Company and Matthew Link (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on October 29, 2020)

Exhibit 10.7 October 13, 2020 Dear Matt, This letter agreement confirms the terms of your continuing employment relationship with NuVasive, Inc. (the “Company”). The Compensation Committee of the Company’s Board of Directors (the “Board”) has approved the following amendments to your letter agreement dated October 17, 2018 (the “Employment Letter”), to reflect your transition from your current rol

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2020 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Amendment Agreement dated as of October 26, 2020, between Morgan Stanley & Co. International plc and the Company (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on October 29, 2020)

Exhibit 10.1 EXECUTION VERSION AMENDMENT AGREEMENT dated as of October 26, 2020 Between MORGAN STANLEY & CO. INTERNATIONAL PLC. and NUVASIVE, INC. THIS AMENDMENT AGREEMENT (“Amendment Agreement”) with respect to the Warrant Confirmations (as defined below) is made as of October 26, 2020 between NuVasive, Inc. (“Issuer”) and Morgan Stanley & Co. International plc (“Dealer”). WHEREAS, (i) Dealer and

General Consulting and Services Agreement dated October 13, 2020 between the Company and Matthew Link (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on October 29, 2020)

Exhibit 10.8 GENERAL CONSULTING AND SERVICES AGREEMENT This General Consulting and Services Agreement (“Agreement”) is effective as of October 13, 2020 (the “Effective Date”) by and between NuVasive, Inc. (“NuVasive” or the “Company”) and Matthew Link (“Consultant”) (individually referred to as a “Party” or collectively the “Parties”). WHEREAS, the Parties have entered into that certain letter agr

NuVasive Announces Third Quarter 2020 Financial Results

Exhibit 99.1 NEWS RELEASE NuVasive Announces Third Quarter 2020 Financial Results SAN DIEGO – October 29, 2020 – NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with minimally disruptive, procedurally integrated solutions, today announced financial results for the quarter ended September 30, 2020. Third Quarter 2020 Highlights • Net s

Amendment Agreement dated as of October 26, 2020, between Barclays Bank PLC and the Company (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on October 29, 2020)

Exhibit 10.4 EXECUTION VERSION AMENDMENT AGREEMENT dated as of October 26, 2020 Between BARCLAYS BANK PLC and NUVASIVE, INC. THIS AMENDMENT AGREEMENT (“Amendment Agreement”) with respect to the Warrant Confirmations (as defined below) is made as of October 26, 2020 between NuVasive, Inc. (“Issuer”) and Barclays Bank PLC (“Dealer”), through its agent Barclays Capital Inc. (“Agent”). WHEREAS, (i) De

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-50744 NUVAS

NuVasive Announces New Organizational Structure to Align Global Commercial Operations and Product & Services Organization with Long-Term Strategy Massimo Calafiore promoted to executive vice president, Global Business Units Brent Boucher joins NuVasi

EX-99.1 Exhibit 99.1 NEWS RELEASE NuVasive Announces New Organizational Structure to Align Global Commercial Operations and Product & Services Organization with Long-Term Strategy Massimo Calafiore promoted to executive vice president, Global Business Units Brent Boucher joins NuVasive as executive vice president, Global Commercial Matt Link to remain with the Company as an advisor through the end

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2020 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2020 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File

Certificate of Amendment to the Restated Certificate of Incorporation (incorporated by reference to our Current Report on Form 8-K filed with the SEC on September 10, 2020)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF NUVASIVE, INC. NuVasive, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows: 1. The Corporation hereby amends Article IV, Section A of its Restated Certificate of Incorporation (the “Certificate of Incorporation”

NuVasive Announces Second Quarter 2020 Financial Results

EX-99.1 2 nuva-ex9916.htm EX-99.1 Exhibit 99.1 NEWS RELEASE NuVasive Announces Second Quarter 2020 Financial Results SAN DIEGO – August 4, 2020 – NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with minimally disruptive, procedurally integrated solutions, today announced financial results for the quarter ended June 30, 2020. Second Qu

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-50744 NUVASIVE,

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2020 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Numb

- DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant R Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Pro

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2020 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

- PRE 14A

PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant R Filed by a Party other than the Registrant ☐ Check the appropriate box: R Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

NuVasive Announces Certain Preliminary Unaudited Second Quarter 2020 Results

EX-99.1 2 nuva-ex9916.htm EX-99.1 Exhibit 99.1 NEWS RELEASE NuVasive Announces Certain Preliminary Unaudited Second Quarter 2020 Results SAN DIEGO, July 20, 2020 - NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with minimally disruptive, procedurally integrated solutions, today announced certain preliminary unaudited results for the

Confirmation for additional call option transaction dated as of June 2, 2020, between Barclays Bank PLC and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 4, 2020)

EX-10.4 Exhibit 10.4 EXECUTION VERSION Barclays Bank PLC 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44(20)77736461 Telephone: +44 (20) 777 36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seventh Avenue New York, NY 10019 Telephone: +1 212 412 4000 June 2, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Additional Convertible Bond H

Confirmation for additional warrant transaction dated as of June 2, 2020, between Morgan Stanley & Co. International plc and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 4, 2020)

EX-10.5 Exhibit 10.5 EXECUTION VERSION Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC 1585 Broadway, 5th Floor New York, NY 10036 June 2, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Additional Issuer Warrant Transaction Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of

Confirmation for additional warrant transaction dated as of June 2, 2020, between Royal Bank of Canada and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 4, 2020)

EX-10.6 7 d939382dex106.htm EX-10.6 Exhibit 10.6 EXECUTION VERSION RBC Capital Markets, LLC as Agent for Royal Bank of Canada Brookfield Place 200 Vesey Street New York, NY 10281-1021 Telephone: (212) 858-7000 June 2, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Additional Issuer Warrant Transaction Dear Ladies and Gentlemen: The purpose of this communication (this “

Confirmation for additional warrant transaction dated as of June 2, 2020, between Bank of America, N.A. and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 4, 2020)

EX-10.7 Exhibit 10.7 EXECUTION VERSION Bank of America, N.A. One Bryant Park New York, NY 10036 June 2, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Additional Issuer Warrant Transaction Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Tr

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2020 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number

NUVASIVE, INC. ANNOUNCES FULL EXERCISE OF OPTION BY INITIAL PURCHASERS TO PURCHASE ADDITIONAL 1.00% CONVERTIBLE SENIOR NOTES DUE 2023

EX-99.1 Exhibit 99.1 NUVASIVE, INC. ANNOUNCES FULL EXERCISE OF OPTION BY INITIAL PURCHASERS TO PURCHASE ADDITIONAL 1.00% CONVERTIBLE SENIOR NOTES DUE 2023 SAN DIEGO, CA – June 4, 2020 — NuVasive, Inc. (NASDAQ: NUVA) announced today that it closed the issuance of an additional $50.0 million in aggregate principal amount of the 1.00% Convertible Senior Notes due 2023 (the “Convertible Notes”), pursu

Non-GAAP financial measures ©2020. NuVasive, Inc. or one of its subsidiaries. All rights reserved. Management uses certain non-GAAP financial measures such as non-GAAP diluted earnings per share, non-GAAP net income, non-GAAP operating expenses and n

EX-99.1 NuVasive, Inc. Investor Presentation June 4, 2020 ©2020. NuVasive, Inc. or one of its subsidiaries. All rights reserved. Exhibit 99.1 Forward-looking statements ©2020. NuVasive, Inc. or one of its subsidiaries. All rights reserved. NuVasive, Inc. (“NuVasive,” “NUVA” or the “Company”) cautions you that statements included in this presentation that are not a description of historical facts a

Confirmation for additional warrant transaction dated as of June 2, 2020, between Barclays Bank PLC and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 4, 2020)

EX-10.8 Exhibit 10.8 EXECUTION VERSION Barclays Bank PLC 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44(20)77736461 Telephone: +44 (20) 777 36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seventh Avenue New York, NY 10019 Telephone: +1 212 412 4000 June 2, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Additional Issuer Warrant Tra

Confirmation for additional call option transaction dated as of June 2, 2020, between Bank of America, N.A. and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 4, 2020)

EX-10.3 Exhibit 10.3 EXECUTION VERSION Bank of America, N.A. One Bryant Park New York, NY 10036 June 2, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Additional Convertible Bond Hedge Transaction Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into o

Confirmation for additional call option transaction dated as of June 2, 2020, between Morgan Stanley & Co. International plc and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 4, 2020)

EX-10.1 Exhibit 10.1 EXECUTION VERSION Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC 1585 Broadway, 5th Floor New York, NY 10036 June 2, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Additional Convertible Bond Hedge Transaction Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and condit

Confirmation for additional call option transaction dated as of June 2, 2020, between Royal Bank of Canada and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 4, 2020)

EX-10.2 Exhibit 10.2 EXECUTION VERSION RBC Capital Markets, LLC as Agent for Royal Bank of Canada Brookfield Place 200 Vesey Street New York, NY 10281-1021 Telephone: (212) 858-7000 June 2, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Additional Convertible Bond Hedge Transaction Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2020 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number

Confirmation for base call option transaction dated as of May 27, 2020, between Bank of America, N.A. and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 1, 2020)

EX-10.3 5 d830681dex103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION Bank of America, N.A. One Bryant Park New York, NY 10036 May 27, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Base Convertible Bond Hedge Transaction Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced tran

Confirmation for base warrant transaction dated as of May 27, 2020, between Bank of America, N.A. and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 1, 2020)

EX-10.7 Exhibit 10.7 EXECUTION VERSION Bank of America, N.A. One Bryant Park New York, NY 10036 May 27, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Base Issuer Warrant Transaction Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Da

Indenture, dated June 1, 2020, between the Company and Wilmington Trust, National Association, as Trustee (incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 1, 2020)

EX-4.1 2 d830681dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION NUVASIVE, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee Indenture Dated as of June 1, 2020 1.00% Convertible Senior Notes due 2023 TABLE OF CONTENTS PAGE ARTICLE 1 Definitions and Incorporation by Reference Section 1.01. Definitions 1 Section 1.02. References to Interest 11 Section 1.03. Rules of Construction 11 ARTICLE 2 The

Confirmation for base warrant transaction dated as of May 27, 2020, between Morgan Stanley & Co. International plc and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 1, 2020)

EX-10.5 7 d830681dex105.htm EX-10.5 Exhibit 10.5 EXECUTION VERSION Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC 1585 Broadway, 5th Floor New York, NY 10036 May 27, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Base Issuer Warrant Transaction Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the te

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2020 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number

Confirmation for base warrant transaction dated as of May 27, 2020, between Barclays Bank PLC and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 1, 2020)

EX-10.8 10 d830681dex108.htm EX-10.8 Exhibit 10.8 EXECUTION VERSION Barclays Bank PLC 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44(20)77736461 Telephone: +44 (20) 777 36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seventh Avenue New York, NY 10019 Telephone: +1 212 412 4000 May 27, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re:

Confirmation for base call option transaction dated as of May 27, 2020, between Morgan Stanley & Co. International plc and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 1, 2020)

EX-10.1 Exhibit 10.1 EXECUTION VERSION Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC 1585 Broadway, 5th Floor New York, NY 10036 May 27, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Base Convertible Bond Hedge Transaction Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions o

Confirmation for base call option transaction dated as of May 27, 2020, between Royal Bank of Canada and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 1, 2020)

EX-10.2 4 d830681dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION RBC Capital Markets, LLC as Agent for Royal Bank of Canada Brookfield Place 200 Vesey Street New York, NY 10281-1021 Telephone: (212) 858-7000 May 27, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Base Convertible Bond Hedge Transaction Dear Ladies and Gentlemen: The purpose of this communication (this

Confirmation for base call option transaction dated as of May 27, 2020, between Barclays Bank PLC and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 1, 2020)

EX-10.4 6 d830681dex104.htm EX-10.4 Exhibit 10.4 EXECUTION VERSION Barclays Bank PLC 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44(20)77736461 Telephone: +44 (20) 777 36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seventh Avenue New York, NY 10019 Telephone: +1 212 412 4000 May 27, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: B

Confirmation for base warrant transaction dated as of May 27, 2020, between Royal Bank of Canada and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on June 1, 2020)

EX-10.6 8 d830681dex106.htm EX-10.6 Exhibit 10.6 EXECUTION VERSION RBC Capital Markets, LLC as Agent for Royal Bank of Canada Brookfield Place 200 Vesey Street New York, NY 10281-1021 Telephone: (212) 858-7000 May 27, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Base Issuer Warrant Transaction Dear Ladies and Gentlemen: The purpose of this communication (this “Confir

Exhibit 1.01 — Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 NuVasive, Inc. Conflict Minerals Report For the Reporting Period from January 1, 2019 to December 31, 2019 This Conflict Minerals Report (the “Report”) of NuVasive, Inc. (“NuVasive,” also referred to as “we,” or “our”) for the period January 1, 2019 to December 31, 2019 (the “Reporting Period”) has been prepared pursuant to Rule 13p-1 (“Rule 13p-1” or the “Rule”) under the Securities

- SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 7475 Lusk Boulevard, San Diego, California 92121 (Address of principal executi

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2020 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number

NUVASIVE, INC. ANNOUNCES PRICING OF OFFERING OF $400 MILLION OF 1.00% CONVERTIBLE SENIOR NOTES DUE 2023

EX-99.1 2 d935561dex991.htm EX-99.1 Exhibit 99.1 NUVASIVE, INC. ANNOUNCES PRICING OF OFFERING OF $400 MILLION OF 1.00% CONVERTIBLE SENIOR NOTES DUE 2023 SAN DIEGO, CA – May 27, 2020 — NuVasive, Inc. (NASDAQ: NUVA) announced today the pricing of its offering (the “Offering”) of $400.0 million aggregate principal amount of 1.00% Convertible Senior Notes due 2023 (the “Convertible Notes”) in a privat

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2020 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number

Amendment No. 1 to Credit Agreement, dated as of May 26, 2020, by and among NuVasive, Inc., Bank of America, N.A. and each of those additional Lenders that are a party to such agreement (incorporated by reference to our Current Report on Form 8-K filed with the Commission on May 26, 2020)

EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (the “Amendment”), dated as of May 26, 2020, is made by and among NUVASIVE, INC., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined in the Credit Agreement (as defined below)) signatory hereto, BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2020 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number

NUVASIVE, INC. ANNOUNCES PROPOSED OFFERING OF $400 MILLION OF CONVERTIBLE SENIOR NOTES DUE 2023

EX-99.1 Exhibit 99.1 NUVASIVE, INC. ANNOUNCES PROPOSED OFFERING OF $400 MILLION OF CONVERTIBLE SENIOR NOTES DUE 2023 SAN DIEGO, CA, May 26, 2020 – NuVasive, Inc. (NASDAQ: NUVA) announced today that it intends to offer (the “Offering”), subject to market and other considerations, $400.0 million aggregate principal amount of Convertible Senior Notes due 2023 (the “Convertible Notes”) in a private pl

NuVasive Announces First Quarter 2020 Financial Results

Exhibit 99.1 NEWS RELEASE NuVasive Announces First Quarter 2020 Financial Results SAN DIEGO – May 6, 2020 – NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with minimally disruptive, procedurally integrated solutions, today announced financial results for the quarter ended March 31, 2020. First Quarter 2020 Highlights • Revenue decrea

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-50744 NUVASIVE,

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2020 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Form of Performance Cash Award Agreement (with accompanying Form Notice of Grant) for grants on or after March 1, 2020 (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on May 6, 2020)

Exhibit 10.3 [FORM OF] NUVASIVE, INC. NOTICE OF GRANT OF PERFORMANCE CASH AWARD NuVasive, Inc. (the “Company”) has granted to the participant identified below (the “Participant”) a performance cash award (the “Award”) pursuant to the NuVasive, Inc. 2014 Equity Incentive Plan (the “Plan”), which represents the right to receive – on the Settlement Date provided in the Performance Cash Award Agreemen

Form of Restricted Stock Unit Agreement (with accompanying Form Notice of Grant) for grants on or after March 1, 2020 (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on May 6, 2020)

Exhibit 10.2 [FORM OF] NUVASIVE, INC. NOTICE OF GRANT OF RESTRICTED STOCK UNITS NuVasive, Inc. (the “Company”) has granted to the participant identified below (the “Participant”) an award (the “Award”) of the number of restricted stock units specified below in this Grant Notice (each, a “Restricted Stock Unit” or an “RSU”) pursuant to the [2014 Equity Incentive Plan of NuVasive, Inc.] [Ellipse Tec

Form of Performance Restricted Stock Unit Agreement (with accompanying Notice of Grant) for grants on or after March 1, 2020 (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on May 6, 2020)

Exhibit 10.1 [FORM OF] NUVASIVE, INC. NOTICE OF GRANT OF PERFORMANCE RESTRICTED STOCK UNITS NuVasive, Inc. (the “Company”) has granted to the participant identified below (the “Participant”) an award (the “Award”) of the number of performance restricted stock units specified below in this Grant Notice (each, a “Performance Restricted Stock Unit” or “PRSU”) pursuant to the [2014 Equity Incentive Pl

Separation Agreement and General Release dated as of May 4, 2020, between the Company and Rajesh J. Asarpota (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on May 6, 2020)

Exhibit 10.5 SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by and between Rajesh J. Asarpota (“Employee”) and NuVasive, Inc. (the “Company”). WHEREAS the parties acknowledge and agree that Employee was employed by the Company as an at-will employee, and is an executive eligible for severance pay and benefits under the

Form of Temporary Reduction of Compensation Letter dated as of April 13, 2020 between the Company and its directors and executive officers (incorporated by reference to our Quarterly Report on Form 10-Q filed with the Commission on May 6, 2020)

Exhibit 10.4 April 13, 2020 [NAME] NuVasive, Inc. Re: NuVasive, Inc. – Temporary Reduction of Compensation Dear [NAME]: In light of the COVID-19 pandemic and its potential impact on the Company’s business and industry, and the economy in general, NuVasive is taking a number of actions to support the health and well-being of our Shareowners, address the financial impacts of COVID-19 and the disrupt

NUVA / NuVasive, Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2020 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Numb

NUVA / NuVasive, Inc. DEF 14A - - DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2020 NuVasive, Inc. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

NuVasive Provides Business Update Related to COVID-19 Announces preliminary first quarter 2020 revenue results and actions to align expenses with anticipated market conditions

Exhibit 99.1 NEWS RELEASE NuVasive Provides Business Update Related to COVID-19 Announces preliminary first quarter 2020 revenue results and actions to align expenses with anticipated market conditions SAN DIEGO, April 14, 2020 - NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with minimally disruptive, procedurally integrated solutio

NUVA / NuVasive, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: NuVasive Inc Title of Class of Securities: Common Stock CUSIP Number: 670704105 Date of Event Which Requires Filing of this Statement: March 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-

Confirmation for base call option transaction dated as of February 26, 2020, between Barclays Bank PLC and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 2, 2020)

EX-10.5 7 d873711dex105.htm EX-10.5 Exhibit 10.5 EXECUTION COPY Barclays Bank PLC 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44(20)77736461 Telephone: +44 (20) 777 36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seventh Avenue New York, NY 10019 Telephone: +1 212 412 4000 February 26, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re:

Confirmation for base warrant transaction dated as of February 26, 2020, between Barclays Bank PLC and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 2, 2020)

EX-10.10 Exhibit 10.10 EXECUTION COPY Barclays Bank PLC 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44(20)77736461 Telephone: +44 (20) 777 36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seventh Avenue New York, NY 10019 Telephone: +1 212 412 4000 February 26, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Base Issuer Warrant Trans

Indenture, dated March 2, 2020, between the Company and Wilmington Trust, National Association, as Trustee (incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 2, 2020)

EX-4.1 2 d873711dex41.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION NUVASIVE, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION Trustee Indenture Dated as of March 2, 2020 0.375% Convertible Senior Notes due 2025 TABLE OF CONTENTS PAGE ARTICLE 1 Definitions and Incorporation by Reference Section 1.01. Definitions 1 Section 1.02. References to Interest 11 Section 1.03. Rules of Construction 11 ARTICLE 2 T

Confirmation for base warrant transaction dated as of February 26, 2020, between JPMorgan Chase Bank, National Association and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 2, 2020)

EX-10.7 Exhibit 10.7 EXECUTION COPY JPMorgan Chase Bank, National Association New York Branch 383 Madison Avenue New York, NY 10179 February 26, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Telephone: 858-909-1847 Facsimile: 800-475-9134 Re: Base Issuer Warrant Transaction Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth

Confirmation for base call option transaction dated as of February 26, 2020, between The Bank of Nova Scotia and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 2, 2020)

EX-10.4 Exhibit 10.4 EXECUTION COPY The Bank of Nova Scotia 44 King Street West Central Mail Room Toronto, Ontario, Canada M5H 1H1 February 26, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Base Convertible Bond Hedge Transaction Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-ref

Confirmation for base warrant transaction dated as of February 26, 2020, between Morgan Stanley & Co. International plc and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 2, 2020)

EX-10.6 Exhibit 10.6 EXECUTION COPY Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC 1585 Broadway, 5th Floor New York, NY 10036 February 26, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Base Issuer Warrant Transaction Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2020 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File N

Confirmation for base warrant transaction dated as of February 26, 2020, between Royal Bank of Canada and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 2, 2020)

EX-10.8 10 d873711dex108.htm EX-10.8 Exhibit 10.8 EXECUTION COPY RBC Capital Markets, LLC as Agent for Royal Bank of Canada Brookfield Place 200 Vesey Street New York, NY 10281-1021 Telephone: (212) 858-7000 February 26, 2020 To:   NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re:   Base Issuer Warrant Transaction Dear Ladies and Gentlemen: The purpose of this communication (this

Confirmation for base call option transaction dated as of February 26, 2020, between Morgan Stanley & Co. International plc and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 2, 2020)

EX-10.1 Exhibit 10.1 EXECUTION COPY Morgan Stanley & Co. International plc c/o Morgan Stanley & Co. LLC 1585 Broadway, 5th Floor New York, NY 10036 February 26, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Base Convertible Bond Hedge Transaction Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions

Confirmation for base call option transaction dated as of February 26, 2020, between JPMorgan Chase Bank, National Association and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 2, 2020)

EX-10.2 4 d873711dex102.htm EX-10.2 Exhibit 10.2 EXECUTION COPY JPMorgan Chase Bank, National Association New York Branch 383 Madison Avenue New York, NY 10179 February 26, 2020 To:   NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Telephone: 858-909-1847 Facsimile: 800-475-9134 Re:   Base Convertible Bond Hedge Transaction Dear Ladies and Gentlemen: The purpose of this communicatio

Amendment Agreement, dated February 26, 2020, between the Company and Bank of America, N.A. (incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 2, 2020)

EX-10.11 Exhibit 10.11 AMENDMENT AGREEMENT dated as of February 26, 2020 Between BANK OF AMERICA, N.A. and NUVASIVE, INC. THIS AMENDMENT AGREEMENT (“Amendment Agreement”) with respect to the Warrant Confirmations (as defined below) is made as of February 26, 2020 between NuVasive, Inc. (“Issuer”) and Bank of America, N.A. (“Dealer”). WHEREAS, (i) Dealer and Issuer entered into a letter agreement d

Confirmation for base call option transaction dated as of February 26, 2020, between Royal Bank of Canada and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 2, 2020)

EX-10.3 5 d873711dex103.htm EX-10.3 Exhibit 10.3 EXECUTION COPY RBC Capital Markets, LLC as Agent for Royal Bank of Canada Brookfield Place 200 Vesey Street New York, NY 10281-1021 Telephone: (212) 858-7000 February 26, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Base Convertible Bond Hedge Transaction Dear Ladies and Gentlemen: The purpose of this communication (th

Confirmation for base warrant transaction dated as of February 26, 2020, between The Bank of Nova Scotia and the Company (incorporated by reference to our Current Report on Form 8-K filed with the Commission on March 2, 2020)

EX-10.9 Exhibit 10.9 EXECUTION COPY The Bank of Nova Scotia 44 King Street West Central Mail Room Toronto, Ontario, Canada M5H 1H1 February 26, 2020 To: NuVasive, Inc. 7475 Lusk Boulevard San Diego, California 92121 Re: Base Issuer Warrant Transaction Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced

NUVASIVE, INC. ANNOUNCES PRICING OF OFFERING OF $450 MILLION OF 0.375% CONVERTIBLE SENIOR NOTES DUE 2025

EX-99.1 Exhibit 99.1 NUVASIVE, INC. ANNOUNCES PRICING OF OFFERING OF $450 MILLION OF 0.375% CONVERTIBLE SENIOR NOTES DUE 2025 SAN DIEGO, CA – February 26, 2020 — NuVasive, Inc. (NASDAQ: NUVA) announced today the pricing of its offering of $450,000,000 aggregate principal amount of 0.375% Convertible Senior Notes due 2025 (the “Convertible Notes”) in a private placement to qualified institutional b

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2020 NUVASIVE, INC. (Exact name of registrant as specified in its charter) Delaware 000-50744 33-0768598 (State or Other Jurisdiction of Incorporation) (Commission File N