{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-029489","form_type":"8-K","ticker":null,"cik":"0001142596","company_name":"NUVASIVE INC","filed_at":"2023-02-09T23:59:59+00:00","discovered_at":"2026-05-14T18:03:43.978817+00:00","generated_at":"2026-06-19T19:18:36.425870+00:00","sec_items":["1.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"NuVasive to merge with Globus Medical in all-stock deal; each share to get 0.75 GMED shares","bullets":["Each NuVasive common share will be exchanged for 0.75 shares of Globus Medical Class A common stock.","Transaction requires NuVasive and Globus Medical stockholder approvals, HSR antitrust clearance, and other conditions.","NuVasive will pay a termination fee of $120M (or $75M in certain circumstances) if deal fails under specified conditions.","Voting agreement: David Paul and Sonali Paul, owning ~70% voting power of Globus Medical, agree to vote in favor.","NuVasive board approved excise tax gross-up plan for four executives, capped at $4M total."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-029489","json":"https://secwatch.observer/filing/0001193125-23-029489.json","markdown":"https://secwatch.observer/filing/0001193125-23-029489.md","text":"https://secwatch.observer/filing/0001193125-23-029489.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1142596/000119312523029489/0001193125-23-029489-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1142596/000119312523029489/d451550d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-19T19:18:36.425870+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"91861bdc6b7475e0d42d5aa0a37525bce5a42c8d","claim":"NUVASIVE INC: Adopted exclusive forum bylaw designating Delaware state court (or federal court for District of Delaware) as sole forum for certain actions and federal district courts as sole forum for Securities Act claims (effective 2023-02-08).","evidence_excerpt":"On February 8, 2023, the Company’s board of directors approved and adopted “Amendment No. 3 to the Restated Bylaws of NuVasive, Inc.” which adopts an exclusive forum bylaw designating (i) a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware) as the sole and exclusive forum for certain types of actions and proceedings, and (ii) the federal district courts of the United States of America as the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, against the Company or any director or officer of the Company.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1142596/000119312523029489/0001193125-23-029489-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-02-08"}],"fact_type":"governance_change"},{"claim_id":"5825fb0a2f105115ee89ec11bc28803336445311","claim":"NUVASIVE INC entered into Agreement and Plan of Merger with Globus Medical, Inc. (effective 2023-02-08).","evidence_excerpt":"On February 8, 2023, NuVasive, Inc., a Delaware corporation (“NuVasive” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Globus Medical, Inc., a Delaware corporation (“Globus Medical”) and Zebra Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Globus Medical (“Merger Sub”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1142596/000119312523029489/0001193125-23-029489-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Globus Medical, Inc."},{"label":"Effective","value":"2023-02-08"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}