NVRO Nevro Corp

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:

NEVRO CORP.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION—

NEVRO CORP.

1800 Bridge Parkway

Redwood City, California 94065

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

    , 2025

Dear Stockholders of Nevro Corp.:

You are cordially invited to attend a special meeting of the stockholders of Nevro Corp., a Delaware corporation (“Nevro,” the “Company,” “we,” “us” or “our”), to be held virtually via live webcast on    , 2025, at    (the special meeting and any adjournments or postponements thereof, the “Special Meeting”). To attend the Special Meeting, go to www.virtualshareholdermeeting.com/NVRO2025SM and provide the control number located on the voting instruction form or proxy card. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting.

We have entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of February 6, 2025, with Globus Medical, Inc., a Delaware corporation (“Globus”), and Palmer Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Globus (“Merger Sub”). Pursuant to and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into Nevro, with Nevro surviving the merger as a wholly owned subsidiary of Globus (the “Merger”).

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement (the “Merger Proposal”). The affirmative vote of the holders of a majority of the outstanding shares of Nevro common stock, par value $0.001 per share (the “Company Shares”), issued and outstanding and entitled to vote thereon as of the close of business on    , 2025 (the “Record Date”) is required to approve the Merger Proposal. At the Special Meeting, you will also be asked to consider and vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to Nevro’s named executive officers that is based on or otherwise relates to the Merger (the “Merger Compensation Proposal”). Approval of the Merger Compensation Proposal will be obtained if the number of votes cast FOR the proposal at the Special Meeting exceeds the number of votes cast AGAINST the proposal. At the Special Meeting, you will also be asked to consider and vote on a proposal to approve the adjournment of the Special Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes in person or by proxy to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”). Approval of the Adjournment Proposal will be obtained if the number of votes cast FOR the proposal at the Special Meeting exceeds the number of votes cast AGAINST the proposal.

If the Merger is consummated, you will be entitled to receive $5.85 in cash, without interest, for each Company Share that you own (unless you have properly exercised appraisal rights, including by not voting in favor of the Merger Proposal). Such merger consideration represents (i) a premium of approximately 13.8% to the $5.13 closing price per Company Share on the NYSE on February 4, 2025, the last full trading day prior to the approval by the board of directors of Nevro of the Merger on February 5, 2025 and (ii) a premium of approximately 39.0% to the trailing volume-weighted average price per share of $4.20 for the thirty (30) calendar day period ended February 4, 2025.

The Board of Directors of Nevro (the “Board”), after considering the factors more fully described in the enclosed proxy statement, has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Nevro and its stockholders, and declared it advisable for Nevro to enter into the Merger Agreement, (ii) approved and declared advisable the execution and delivery by Nevro of the Merger Agreement, the performance by Nevro of its covenants and agreements contained in the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, (iii) directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of stockholders of Nevro and (iv) resolved, subject to the terms and conditions set forth in the Merger Agreement, to recommend that the stockholders of Nevro adopt the Merger Agreement. The Board unanimously recommends that Nevro stockholders vote “FOR” the Merger Proposal. In addition, the Board unanimously recommends that Nevro stockholders vote “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement and is incorporated herein by reference. The proxy statement also describes the actions and determinations of the Board in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the proxy statement, and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information. You may also obtain more information about Nevro from documents we file with the Securities and Exchange Commission from time to time.

Whether or not you plan to attend the Special Meeting, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying postage prepaid envelope or grant your proxy electronically over the Internet or by telephone. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Special Meeting. If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted.

Your vote is very important, regardless of the number of Company Shares that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of at least a majority of the issued and outstanding Company Shares entitled to vote thereon as of the Record Date.

If you have questions or need assistance voting your shares of Nevro common stock, please contact:

MacKenzie Partners, Inc.

7 Penn Plaza

New York, NY 10001

proxy@mackenziepartners.com

Call Collect: (212) 929-5500 or

Toll-Free: (800) 322-2885

On behalf of the Board, I thank you for your support and appreciate your consideration of this matter.

Very truly yours,

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. This proxy statement is dated    , 2025 and, together with the enclosed form of proxy card, is first being mailed to stockholders on or about    , 2025.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION—    , 2025

NEVRO CORP.

1800 Bridge Parkway

Redwood City, California 94065

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON     , 2025

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Nevro Corp., a Delaware corporation (“Nevro,” the “Company,” “we,” “us” or “our”), will be held virtually via live webcast on    , 2025, at    , or at any adjournment or postponement thereof (the “Special Meeting”). For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

1. To consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of February 6, 2025, by and among Globus Medical, Inc., a Delaware corporation (“Globus”), Palmer Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Globus (“Merger Sub”), and Nevro, pursuant to which Merger Sub will be merged with and into Nevro, with Nevro surviving as a wholly owned subsidiary of Globus (the “Merger”);

2. To consider and vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to Nevro’s named executive officers that is based on or otherwise relates to the Merger; and

3. To consider and vote on a proposal to approve the adjournment of the Special Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes in person or by proxy to approve the proposal to adopt the Merger Agreement at the time of the Special Meeting.

Only stockholders of record as of the close of business on    , 2025 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof.

The Board recommends that you vote:

1. “FOR” the proposal to adopt the Merger Agreement (the “Merger Proposal”);

2. “FOR” the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to Nevro’s named executive officers that is based on or otherwise relates to the Merger (the “Merger Compensation Proposal”); and

3. “FOR” the proposal to approve the adjournment of the Special Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

Your vote is very important, regardless of the number of shares of Nevro common stock, par value $0.001 per share (“Company Shares”), that you own. Whether or not you plan to attend the Special Meeting in person, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you

fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or attend the Special Meeting, your Company Shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal.

Under Delaware law, stockholders and beneficial owners who do not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of their issued and outstanding Company Shares as determined by the Delaware Court of Chancery if the Merger is consummated, but only if they submit a written demand for such an appraisal to Nevro before the vote on the Merger Proposal and comply with the other Delaware law procedures explained in the accompanying proxy statement.

By Order of the Board of Directors,

Peter Socarras, J.D.

Vice President, General Counsel and Corporate Secretary

Redwood City, California

    , 2025

YOUR VOTE IS VERY IMPORTANT!

If your Company Shares are registered directly in your name: If you are a stockholder of record, you may grant a proxy to vote your Company Shares through the Internet, by telephone or by mail as described below. Please help us save time and postage costs by granting a proxy through the Internet or by telephone. Each such method is generally available 24 hours a day and will ensure that your proxy to vote your Company Shares is confirmed and posted immediately. To grant a proxy to vote your Company Shares:

(a) Go to the website at www.proxyvote.com, 24 hours a day, 7 days a week, until the start of the Special Meeting.

(b) Please have your proxy card available to verify your identity and create an electronic proxy.

(c) Follow the simple instructions provided.

(a) On a touch-tone telephone, call toll-free 1-800-690-6903, 24 hours a day, 7 days a week, until the start of the Special Meeting.

(b) Please have your proxy card available to verify your identity.

(c) Follow the simple instructions provided.

(a) Mark, sign and date your proxy card and mail your proxy card in the enclosed, postage-paid envelope.

(b) If you return your signed proxy card before the Special Meeting, your shares will be voted as you direct.

If your Company Shares are held in the name of a bank, broker or other nominee: You will receive instructions on how to vote from the bank, broker or other nominee. You must follow the instructions of such bank, broker or other nominee in order for your Company Shares to be voted. Telephone and Internet voting instructions also may be offered to stockholders owning Company Shares through certain banks and brokers. As a beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote the Company Shares in your account. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting, including the Merger Proposal, without your instructions.

If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or attend the Special Meeting, your Company Shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. Company Shares held directly in your name as a stockholder of record may be voted at the Special Meeting via www.proxyvote.com. If you hold your Company Shares through a bank, broker or other nominee, you must obtain from such nominee a valid “legal proxy” issued in your name in order to vote at the Special Meeting.

We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the accompanying proxy statement, and its annexes, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or require assistance in submitting your proxy or voting your Company Shares, please contact our proxy solicitor or us by using the contact information provided below:

MacKenzie Partners, Inc.

7 Penn Plaza

New York, NY 10001

proxy@mackenziepartners.com

Call Collect: (212) 929-5500 or

Toll-Free: (800) 322-2885

or

Nevro Corp.

1800 Bridge Parkway

Redwood City, California 94065

Attention: Corporate Secretary

Call: (650) 251-0005

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the special meeting (together with any adjournments or postponements thereof, the “Special Meeting”), the Merger Agreement (as defined below) and the transactions contemplated by the Merger Agreement, pursuant to which Merger Sub (as defined below) will be merged with and into Nevro (as defined below), with Nevro surviving as a wholly owned subsidiary of Globus (as defined below) (the “Merger”). Please refer to the “Summary” beginning on page 13 of this proxy statement and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents incorporated by reference or referred to in this proxy statement, which you should read carefully and in their entirety.

Except as otherwise specifically noted in this proxy statement or as context otherwise requires, “Nevro,” “we,” “our,” “us,” the “Company” and similar words in this proxy statement refer to Nevro Corp. Throughout this proxy statement we refer to Globus Medical, Inc. as “Globus” and Palmer Merger Sub, Inc. as “Merger Sub.” In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated as of February 6, 2025, as it may be amended from time to time, by and among Globus, Merger Sub and Nevro, as the “Merger Agreement.”

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The failure to grant a proxy to vote your Company Shares by submitting a signed proxy card, granting a proxy electronically over the Internet or by telephone or to vote at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal. If you hold your Company Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Company Shares on the Merger Proposal will result in a broker non-vote and will have the same effect as a vote “AGAINST” the Merger Proposal. Abstentions by you or your bank, broker or other nominee will have the same effect as a vote “AGAINST” the Merger Proposal.

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If you submit a signed proxy card, grant a proxy electronically over the Internet or by telephone, or vote at the Special Meeting (regardless of whether you indicate how you wish to vote), your Company Shares will be counted for purposes of determining the presence of a quorum. If you hold your Company Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Company Shares will result in a broker non-vote and such Company Shares will not be counted for purposes of determining the presence of a quorum. However, if you hold Company Shares in “street name” and give voting instructions to your broker, bank or other nominee with respect to at least one of the proposals, but give no instruction as to one or more of the other proposals, then those Company Shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal. Abstentions by you or your bank, broker or other nominee will be counted for purposes of determining the presence of a quorum.

The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote at the Special Meeting will not have any effect on the Merger Compensation Proposal. If you hold your Company Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Company Shares will result in a broker non-vote and will not have any effect on the Merger Compensation Proposal. Abstentions by you or your bank, broker or other nominee are not considered to be votes cast and will have no effect on the Merger Compensation Proposal.

Because the vote on the Merger Compensation Proposal is advisory only, it will not be binding on either Nevro or Globus. Accordingly, if the Merger Proposal is approved and the Merger is completed, the

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compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of Nevro’s stockholders on the Merger Compensation Proposal.

The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote at the Special Meeting will not have any effect on the Adjournment Proposal. If you hold your Company Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Company Shares will result in a broker non-vote and will not have any effect on the Adjournment Proposal. Abstentions by you or your bank, broker or other nominee are not considered to be votes cast and will have no effect on the Adjournment Proposal.

The Board unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

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If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal.

A control number, located on your proxy card, is designed to verify your identity and allow you to grant a proxy to vote your Company Shares, and to confirm that your voting instructions have been properly recorded when granting a proxy electronically over the Internet or by telephone. Please be aware that, although there is no charge for granting a proxy to vote your Company Shares, if you grant a proxy electronically over the Internet or by telephone, you may incur costs such as telephone and Internet access charges for which you will be responsible. Even if you plan to attend the Special Meeting, you are strongly encouraged to grant a proxy to vote your Company Shares.

If your Company Shares are held in “street name” through a bank, broker or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your Company Shares. Without those instructions, your Company Shares will not be voted, which will have the same effect as voting “AGAINST” the Merger Proposal.

If your Company Shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of such Company Shares and are considered to hold them in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those Company Shares, to be the stockholder of record. As the beneficial owner, you have

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the right to direct your bank, broker or other nominee on how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your Company Shares at the Special Meeting unless you request and obtain a valid “legal proxy” from your bank, broker or other nominee.

You should follow the procedures provided by your bank, broker or other nominee to instruct them, as applicable, to vote your Company Shares. Without such instructions, a broker non-vote will result, and your Company Shares will not be voted at the Special Meeting. A broker non-vote will have the same effect as if you voted “AGAINST” the Merger Proposal.

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Please note that if you hold your Company Shares in “street name,” and you have instructed a broker, bank or other nominee to vote your Company Shares, the above-described options for revoking your voting instructions do not apply, and instead you should contact your bank, broker or other nominee for instructions regarding how to change or revoke your vote. You may also vote at the Special Meeting via the Special Meeting website.

If you properly sign your proxy card but do not mark the boxes showing how your Company Shares should be voted on a matter, the Company Shares represented by your properly signed proxy will be voted (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Company Shares held directly in your name as a stockholder of record may be voted at www.proxyvote.com. Shares held in “street name” may be voted at the Special Meeting via the Special Meeting website only if you obtain a legal proxy from your bank, broker or other nominee.

Even if you plan to attend the Special Meeting, we encourage you to complete, sign, date and return the enclosed proxy or grant a proxy electronically over the Internet or via telephone to ensure that your Company Shares will be represented at the Special Meeting. If you hold your Company Shares in “street name,” because you are not the stockholder of record, you may not vote your Company Shares at the Special Meeting unless you request and obtain a valid “legal proxy” from your bank, broker or other nominee.

The Record Date for stockholders entitled to vote at the Special Meeting is earlier than the date the Merger is anticipated to be consummated. Accordingly, if you sell or transfer your Company Shares after the

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Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your Company Shares and each of you notifies Nevro in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is consummated, to the person to whom you sell or transfer your Company Shares, but you will have retained your right to vote these Company Shares at the Special Meeting. Even if you sell or otherwise transfer your Company Shares after the Record Date, we encourage you to complete, date, sign and return the enclosed proxy card or grant a proxy via the Internet or telephone.

We currently anticipate that the Merger will be consummated in the second quarter of 2025, assuming satisfaction or waiver of all of the conditions to the Merger. However, it is possible, including as a result of factors outside the control of Nevro and Globus, that the Merger will be consummated at an earlier time, a later time or not at all.

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Under specified circumstances, we may be required to pay Globus a termination fee of $10,000,000 or $15,000,000 depending upon the circumstances in which the Merger Agreement is terminated (the “Nevro Termination Fee”) as described under “The Merger Agreement—Termination Fee; Certain Expenses” beginning on page 95 of this proxy statement.

Under specified circumstances, Globus may be required to pay us a termination fee of $15,000,000 upon the termination of the Merger Agreement (the “Globus Termination Fee”) as described under “The Merger Agreement—Termination Fee; Certain Expenses” beginning on page 95 of this proxy statement.

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For additional information regarding the treatment of Nevro equity awards, see “The Merger Agreement—Treatment of Equity Awards and the Company ESPP” beginning on page 75 of this proxy statement.

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MacKenzie Partners, Inc.

7 Penn Plaza

New York, NY 10001

proxy@mackenziepartners.com

Call Collect: (212) 929-5500 or

Toll-Free: (800) 322-2885

or

Nevro Corp.

1800 Bridge Parkway

Redwood City, California 94065

Attention: Corporate Secretary

Call: (650) 251-0005

If your broker, bank or other nominee holds your Company Shares, you should also call your broker, bank or other nominee for additional information.

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SUMMARY

This summary highlights selected information contained in this proxy statement, including with respect to the Merger and the Merger Agreement. This summary may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should read carefully this entire proxy statement, the annexes, including the Merger Agreement, and the documents we incorporate by reference in this proxy statement. You may obtain the documents and information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” beginning on page 110 of this proxy statement. The Merger Agreement is attached as Annex A to this proxy statement and incorporated herein by reference.

The Companies (page 26)

Nevro Corp.

Nevro is a Delaware corporation with principal executive offices located at 1800 Bridge Parkway, Redwood City, California 94065, telephone number (650) 251-0005. Nevro is a global medical device company focused on delivering comprehensive, life-changing solutions that continue to set the standard for enduring patient outcomes in chronic pain treatment. Nevro has developed and commercialized our HFX^™ spinal cord stimulation (SCS) platform, which includes the Senza^® SCS system, an evidence-based neuromodulation system for the treatment of chronic pain, with the Senza^® HFX iQ^™ platform being our latest addition to the Senza family of products. The Company Shares are listed on the NYSE under the symbol “NVRO.” See “The Companies—Nevro Corp.” beginning on page 26 of this proxy statement.

Additional information about Nevro is contained in certain of its public filings that are incorporated by reference herein. See “Where You Can Find More Information” beginning on page 110 of this proxy statement.

Globus Medical, Inc.

Globus, headquartered in Audubon, Pennsylvania, is a medical device company that develops and commercializes healthcare solutions whose mission is to improve the quality of life of patients with musculoskeletal disorders. Founded in 2003, Globus is committed to medical device innovation and delivering exceptional service to hospitals, ambulatory surgery centers and physicians to advance patient care and improve efficiency. Since inception, Globus has listened to the voice of the surgeon to develop practical solutions and products to help surgeons effectively treat patients and improve lives. Globus’s principal executive offices are located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania and its telephone number is (610) 930-1800. Globus’s common stock is listed and traded on the NYSE under the symbol “GMED.” See “The Companies—Globus Medical, Inc.” beginning on page 26 of this proxy statement.

Palmer Merger Sub, Inc.

Merger Sub is a Delaware corporation and direct wholly owned subsidiary of Globus, with its registered office located at 251 Little Falls Drive, Wilmington, Delaware 19808. Merger Sub was formed solely for the purpose of effecting the Merger and the other transactions contemplated by the Merger Agreement and has not engaged in any business to date except for activities incidental to its incorporation and activities undertaken in connection with the Merger and the other transactions contemplated by the Merger Agreement. Upon completion of the Merger, Merger Sub will merge with and into Nevro, with Nevro surviving as a wholly owned subsidiary of Globus. See “The Companies—Palmer Merger Sub, Inc.” beginning on page 26 of this proxy statement.

The Special Meeting (page 27)

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held virtually via live webcast on    , 2025, at   , or at any

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adjournment or postponement thereof. Nevro stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/NVRO2025SM and www.proxyvote.com, respectively.

Company Shares held directly in your name as a stockholder of record may be voted at www.proxyvote.com. Shares held in “street name” may be voted at the Special Meeting via the Special Meeting website only if you obtain a legal proxy from your bank, broker or other nominee.

At the Special Meeting, we will ask our stockholders of record as of the Record Date to vote on (i) the Merger Proposal, (ii) the Merger Compensation Proposal and (iii) the Adjournment Proposal.

The Merger Proposal (page 100)

You will be asked to consider and vote upon the proposal to adopt the Merger Agreement. The Merger Agreement provides, among other things, that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Nevro, with Nevro surviving the Merger as a wholly owned subsidiary of Globus and that, at the effective time of the Merger (the “Effective Time”) and as a result of the Merger, each Company Share issued and outstanding immediately prior to the Effective Time (other than Company Shares held by Nevro, Globus, any wholly-owned subsidiary of Nevro or of Globus, or any stockholder or beneficial owner who has properly exercised his, her or its appraisal rights) will be automatically cancelled and converted into the right to receive the Merger Consideration.

Following the Merger, the Company Shares will no longer be publicly listed and traded on the NYSE, and existing Nevro stockholders will cease to have any ownership interest in Nevro.

Record Date; Shares Entitled to Vote; Quorum (page 27)

You are entitled to receive notice and to vote at the Special Meeting if you owned Company Shares as of the close of business on the Record Date for the Special Meeting.

A quorum of stockholders is necessary to transact business at the Special Meeting. Our amended and restated bylaws provide that the presence at the Special Meeting, in person or by proxy, of the holders of a majority of the voting power of our issued and outstanding Company Shares entitled to vote at the Special Meeting, will constitute a quorum for Nevro to transact business at the Special Meeting.

Vote Required; Abstentions and Broker Non-Votes (page 28)

Each Company Share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Special Meeting.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the Company Shares that are issued and outstanding as of the Record Date and entitled to vote thereon. If you hold your Company Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Company Shares will result in a broker non-vote, and each broker non-vote will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Merger Compensation Proposal or the Adjournment Proposal.

As of the Record Date, there were   Company Shares issued and outstanding and entitled to vote at the Special Meeting.

Recommendation of the Board and Reasons for the Merger (page 46)

The Board, after considering the various factors more fully described under “The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page 46 of this proxy statement, unanimously has:

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(i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Nevro and its stockholders, and declared it advisable for Nevro to enter into the Merger Agreement, (ii) approved and declared advisable the execution and delivery by Nevro of the Merger Agreement, the performance by Nevro of its covenants and agreements therein and the consummation of the Merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein, (iii) directed that the adoption of the Merger Agreement be submitted to a vote at a special meeting of the holders of Company Shares and (iv) resolved, subject to the terms and conditions set forth in the Merger Agreement, to recommend that the Merger Agreement. The Board unanimously recommends that Nevro stockholders vote “FOR” the Merger Proposal. In addition, the Board unanimously recommends that Nevro stockholders vote “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal be adopted by Nevro stockholders.

Opinion of BofA Securities, Inc. (page 51)

Nevro retained BofA Securities, Inc. (“BofA Securities”) to act as its financial advisor in connection with the Merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Nevro selected BofA Securities to act as its financial advisor in connection with the Merger on the basis of BofA Securities’ experience in transactions similar to the Merger, its reputation in the investment community and its familiarity with Nevro and its business.

On February 5, 2025, at a meeting of the Board held to evaluate the Merger, representatives of BofA Securities delivered to the Board the oral opinion of BofA Securities, which was confirmed by delivery of a written opinion dated February 5, 2025, to the effect that, as of the date of the opinion and based on and subject to the factors and assumptions set forth in the written opinion, the Merger Consideration to be received in the Merger by holders of Nevro common stock was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. BofA Securities delivered its opinion to the Board for the benefit and use of the Board (in its capacity as such) in connection with and for purposes of its evaluation of the Merger. BofA Securities expressed no opinion or view as to any terms or other aspects or implications of the Merger (other than the Merger Consideration to the extent expressly specified in such opinion) and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to Nevro or in which Nevro might engage or as to the underlying business decision of Nevro to proceed with or effect the Merger. BofA Securities’ opinion does not constitute a recommendation as to how any holder of Nevro common stock should vote or act in connection with the Merger or any other matter.

Certain Effects of the Merger on Nevro (page 36)

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will be merged with and into Nevro, with Nevro surviving as a wholly owned subsidiary of Globus. Throughout this proxy statement, we use the term “surviving corporation” to refer to Nevro as the surviving corporation following the Merger. If the Merger is consummated, you will not own any shares of the capital stock of the surviving corporation. The Effective Time will occur, if it occurs, upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later date and time as we and Globus may agree in writing and specify in such certificate of merger). Throughout this proxy statement, we use the term “Closing Date” to refer to the date on which the closing of the Merger occurs.

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Effect on Nevro if the Merger Is Not Consummated (page 36)

If the Merger Agreement is not adopted by the holders of a majority of the issued and outstanding Company Shares entitled to vote thereon as of the Record Date or if the Merger is not consummated for any other reason, Nevro stockholders will not receive any payment for their Company Shares pursuant to the Merger Agreement. Instead, Nevro will remain a public company, the Company Shares will continue to be listed and traded on the NYSE and registered under the Exchange Act, and we will continue to file periodic reports with the SEC. Under specified circumstances, upon termination of the Merger Agreement, Nevro may be required to pay Globus a termination fee, as described under “The Merger Agreement—Termination Fee; Certain Expenses” beginning on page 95 of this proxy statement. Additionally, a reverse termination fee may be payable by Globus to Nevro in the event that the Merger Agreement is terminated under specified circumstances, as described under “The Merger Agreement—Termination Fee; Certain Expenses” beginning on page 95 of this proxy statement.

Furthermore, if the Merger is not consummated, depending on the circumstances that caused the Merger not to be consummated, the price of the Company Shares may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the Company Shares would return to the price at which it trades as of the date of this proxy statement.

Merger Consideration (page 37)

In the Merger, each Company Share issued and outstanding immediately prior to the Effective Time (other than as described herein) will be cancelled and extinguished and be converted into the right to receive the Merger Consideration, and each holder of a share represented by a certificate (“Certificates”) or non-certificated and represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented Company Shares, will cease to have any rights with respect to such Company Shares other than the right to receive the Merger Consideration. As described further under “The Merger Agreement—Payment for Company Shares” beginning on page 76 of this proxy statement, prior to the Closing Date, Globus will deposit or cause to be deposited cash in an amount necessary to pay the aggregate Merger Consideration with an exchange agent designated by Globus that is reasonably acceptable to Nevro (the “paying agent”) (which amount will not include any amounts payable to the holders of Nevro equity awards). As soon as practicable after the Effective Time, holders of Certificates will receive a letter of transmittal instructing them to send their Certificates to the exchange agent in order to receive the Merger Consideration for each Company Share represented by such Certificates.

Each Company Share issued and outstanding immediately prior to the Effective Time that is held by Nevro, Globus, Merger Sub, or by any direct or indirect wholly owned subsidiary of Nevro, Globus or Merger Sub shall (“Cancelled Company Shares”) be cancelled and extinguished without any conversion thereof or consideration paid therefor at the Effective Time.

Further, any Company Shares that are issued and outstanding as of immediately prior to the Effective Time and held by a stockholder of Nevro who is entitled to demand and who has properly and validly demanded their statutory rights of appraisal in respect of such Company Shares in compliance in all respects with Section 262 of the DGCL (“Section 262”) (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration, as described under “The Merger—Appraisal Rights” beginning on page 64 of this proxy statement for more information.

After the Merger is consummated, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a Nevro stockholder as a result of the Merger (except that any holder of Dissenting Company Shares will have those rights granted under Section 262), nor will you be entitled to receive any shares in Globus or the surviving corporation.

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Treatment of Equity Awards and the Company ESPP (page 75)

Under the Merger Agreement, effective as of immediately prior to the Effective Time:

The Company ESPP was terminated on February 7, 2025 and the funds in each Company ESPP participant’s plan account were refunded to the applicable participant.

Interests of the Directors and Executive Officers of Nevro in the Merger (page 61)

Members of the Board and Nevro’s executive officers may have various interests in the Merger that may be in addition to, or different from, the interests of Nevro’s stockholders generally. The members of the Board were aware of these potential interests and considered them, among other matters, at the time they approved the Merger Agreement and in making their recommendation that Nevro’s stockholders adopt the Merger Agreement. These potential interests include, but may not be limited to the following:

For additional information on the potential interests of members of the Board and Nevro’s executive officers in the Merger, see “The Merger—Interests of the Directors and Executive Officers of Nevro in the Merger” beginning on page 61 of this proxy statement.

Financing of the Merger (page 64)

The consummation of the Merger is not conditioned upon receipt of financing by Globus. Globus and Merger Sub have represented in the Merger Agreement that they have available or, with respect to Merger Sub, will have available as of the Effective Time, sufficient funds for the satisfaction of all of their obligations under the Merger Agreement and to pay all related fees and expenses required to be paid by Globus or Merger Sub pursuant to the terms of the Merger Agreement.

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The Voting Agreement (page 98)

Concurrently with the execution and delivery of the Merger Agreement, Nevro’s directors and executive officers (the “Supporting Stockholders”), entered into a voting and support agreement with Nevro, Globus and Merger Sub (the “Voting Agreement”), pursuant to which, the Supporting Stockholders have agreed to vote all of their Company Shares (i) in favor of the adoption and approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated thereby, (ii) in favor of any adjournment or postponement of any stockholders meeting proposed in accordance with the Merger Agreement, (iii) against any Acquisition Transaction or Acquisition Proposal (as such terms are defined and described under “The Merger Agreement—Other Covenants and Agreements—No Solicitation; Nevro Acquisition Proposals; Company Board Recommendation Change” beginning on page 85 of this proxy statement) and (iv) against any other action that is intended or could reasonably be expected to prevent, materially delay or materially adversely affect the consummation of the Merger. As of February 5, 2025, the Supporting Stockholders held voting power over 1,027,289 Company Shares (approximately 2.71% of the outstanding Company Shares).

The Voting Agreement will terminate upon the earliest of (i) the valid termination of the Merger Agreement in accordance with its terms, (ii) the Effective Time, (iii) the receipt of the affirmative vote of the holders of a majority of the outstanding Company Shares entitled to vote thereon (“Nevro Stockholder Approval”), (iv) any modification or amendment to the Merger Agreement that reduces the amount, changes the form or otherwise adversely affects the consideration payable to the Nevro stockholder pursuant to the Merger Agreement and (v) the mutual agreement of the parties to the Voting Agreement.

Appraisal Rights (page 64)

If the Merger is consummated, persons who do not wish to accept the Merger Consideration are entitled to seek appraisal of their Company Shares under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their Company Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your Company Shares as determined by the Delaware Court of Chancery may be more or less than, or the same as, the Merger Consideration that you are otherwise entitled to receive under the Merger Agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their Company Shares following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal should recognize that the fair value of their Company Shares determined under Section 262 could be more than, the same as or less than the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record of Company Shares and a beneficial owner who (i) continuously holds or beneficially owns, as applicable, such Company Shares through the Effective Time, (ii) has not consented to the Merger in writing or otherwise voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with the procedures under Section 262, (iv) does not thereafter withdraw his, her or its demand for appraisal of such Company Shares and (v) in the case of a beneficial owner, a person who

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(A) reasonably identifies in his, her or its demand the holder of record of the Company Shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by Nevro and to be set forth on the Chancery List (as defined in the section titled “The Merger—Appraisal Rights” beginning on page 64 of this proxy statement), will be entitled to receive the fair value of his, her or its Company Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. For more information, please see the section titled “The Merger—Appraisal Rights” beginning on page 64 of this proxy statement.

Material U.S. Federal Income Tax Consequences of the Merger to Holders of Company Shares (page 68)

The receipt of cash by a U.S. Holder in exchange for Company Shares pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder will recognize a gain or loss equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the Company shares surrendered pursuant to the Merger. Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax with respect to the exchange of Company Shares for cash in the Merger unless such Non-U.S. Holder has certain connections to the United States. Stockholders should refer to the discussion under “The Merger—Material U.S. Federal Income Tax Consequences of the Merger to Holders of Company Shares” beginning on page 68 of this proxy statement and consult their tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction or other tax laws.

Regulatory Approvals Required for the Merger (page 71)

Under the HSR Act, and the rules promulgated thereunder by the Federal Trade Commission (the “FTC”), the Merger cannot be consummated until Nevro and Globus each file a notification and report form with the FTC and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period thereunder has expired or been terminated. Nevro and Globus filed their respective HSR Act notifications on February 6, 2025. We currently do not expect that any other clearance, approval or consent would be required under any other applicable antitrust law in connection with the Merger.

No Solicitation; Nevro Acquisition Proposals; Company Board Recommendation Change (page 85)

From the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement in accordance with its terms and the Effective Time, Nevro and its subsidiaries will not, nor will they authorize or permit any of its other representatives to directly or indirectly:

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Notwithstanding the foregoing or any other provision in the Merger Agreement, if at any time after the date of the Merger Agreement and prior to the receipt of the Nevro Stockholder Approval, Nevro or any of its representatives receives a written Acquisition Proposal from any person or group of persons that does not result from a breach of Nevro’s obligations, covenants and agreements related to non-solicitation as set forth in the Merger Agreement, and the Board (or a committee thereof) determines in good faith (after consultation with its financial advisor(s) and outside legal counsel) that such Acquisition Proposal constitutes a Superior Proposal (as defined and described under “The Merger Agreement—Other Covenants and Agreements—No Solicitation; Nevro Acquisition Proposals; Company Board Recommendation Change” beginning on page 85 of this proxy statement) and that the failure to take action would be inconsistent with its fiduciary duties under applicable law, then Nevro and any of its representatives may:

At any time prior to the receipt of the Nevro Stockholder Approval, the Board (or a committee thereof) may (i) in response to (x) the receipt of an Acquisition Proposal received after the date of the Merger Agreement that did not result from a breach of Nevro’s obligations, covenants and agreements related to non-solicitation as set forth in the Merger Agreement, or (y) the occurrence of an Intervening Event (as defined and described under “The Merger Agreement—Other Covenants and Agreements—No Solicitation; Nevro Acquisition Proposals; Company Board Recommendation Change” beginning on page 85 of this proxy statement), may effect a Company Board Recommendation Change (as defined under “The Merger Agreement—Other Covenants and Agreements—No Solicitation; Nevro Acquisition Proposals; Company Board Recommendation Change” beginning on page 85 of this proxy statement), or (ii) in response to an Acquisition Proposal received after the date of the Merger Agreement that did not result in a breach of Nevro’s obligations relating to non-solicitation as set forth in the Merger Agreement, enter into a definitive agreement with respect to such applicable Acquisition

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Proposal and terminate the Merger Agreement, provided that (a) the Board (or a committee thereof) determines in good faith (after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law, (b) in the case of receipt of an Acquisition Proposal, the Board (or a committee thereof) determines in good faith, after consultation with its financial advisor(s) and outside legal counsel) that such Acquisition Proposal constitutes a Superior Proposal (as defined and described under “The Merger Agreement—Other Covenants and Agreements—No Solicitation; Nevro Acquisition Proposals; Company Board Recommendation Change” beginning on page 85 of this proxy statement), (c) Nevro provides written notice to Globus (along with the definitive or other agreements including schedules and exhibits thereto relating to such Acquisition Proposal) at least five business days prior to effecting a Company Board Recommendation Change or terminating the Merger Agreement pursuant to its terms, of its intent to take such action, specifying the reasons therefor, (d) prior to effecting such Company Board Recommendation Change or terminating the Merger Agreement pursuant to its terms, Nevro must, and must cause its representatives to, be reasonably available to negotiate with Globus in good faith (to the extent Globus desires to negotiate) during such five business day period to make such adjustments in the terms and conditions of the Merger Agreement as would obviate the basis for a Company Board Recommendation Change or the termination of the Merger Agreement and (e) no earlier than the end of such five business day period, the Board (or a committee thereof) determines in good faith, after consultation with its financial advisor(s) and outside legal counsel), after considering any amendments to the terms and conditions of the Merger Agreement proposed by Globus in a binding written offer irrevocably made by Globus during such five business day period, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law (and, in the case of receipt of such Acquisition Proposal, that such Acquisition Proposal continues to constitute a Superior Proposal, taking into account all of the terms and conditions of the Acquisition Proposal that the Board deems relevant in furtherance of its fiduciary duties). Following the delivery of a notice for a Company Board Recommendation Change in the case of a Superior Proposal, in the event of any change to the financial terms (including any change to the amount or form of consideration payable) or other material terms or conditions of such Acquisition Proposal, Nevro must provide a new Change of Recommendation Notice (as defined and described under “The Merger Agreement—Other Covenants and Agreements—No Solicitation; Nevro Acquisition Proposals; Company Board Recommendation Change” beginning on page 85 of this proxy statement) to Globus, and any Company Board Recommendation Change or termination of the Merger Agreement pursuant to its terms following delivery of such new Change of Recommendation Notice, must again be subject to clause (c) of the immediately preceding sentence but for a period of four business days.

For a further discussion of the limitations on solicitation of Acquisition Proposals from third parties, the limitations on making a Company Board Recommendation Change, approving or recommending a Superior Proposal, or terminating the Merger Agreement to enter into a definitive agreement for a Superior Proposal, see “The Merger Agreement—Other Covenants and Agreements—No Solicitation; Nevro Acquisition Proposals; Company Board Recommendation Change” beginning on page 85 of this proxy statement.

Conditions to the Merger (page 93)

The respective obligations of Nevro, Globus and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any and all of which may be waived in whole or in part by mutual consent of Globus, Merger Sub and Nevro, to the extent permitted by applicable law:

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The obligations of Globus and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any and all of which may be waived in whole or in part by mutual consent of Globus and Merger Sub, to the extent permitted by applicable law:

The obligations of Nevro to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any and all of which may be waived in whole or in part by the Company, to the extent permitted by applicable law:

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Termination (page 102)

The Merger Agreement may be terminated and the transactions contemplated thereby may be abandoned, at any time prior to the Effective Time, as follows:

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Termination Fee; Certain Expenses (page 94)

Nevro must pay to Globus the Nevro Termination Fee in an amount equal to $15,000,000 by wire transfer of immediately available funds to an account or accounts designated in writing by Globus in the event that the Merger Agreement is terminated:

Nevro must pay to Globus the Nevro Termination Fee in an amount equal to $10,000,000 by wire transfer of immediately available funds to an account designated in writing by Globus in the event that the Merger Agreement is terminated by Globus because the Nevro Stockholder Approval has not been obtained upon a vote taken at the Special Meeting (including any adjournment or postponement thereof).

Globus must pay to Nevro the Globus Termination Fee in an amount equal to $15,000,000 by wire transfer of immediately available funds (within two business days of any such termination) in the event that the Merger Agreement is terminated by Nevro because (A) (i) Globus and/or Merger Sub has breached or otherwise failed to perform any of their respective covenants or agreements, or other obligations under the Merger Agreement, or any of the representations and warranties of Globus and Merger Sub set forth in the Merger Agreement has become inaccurate, which breach, failure to perform or inaccuracy, individually or in the aggregate with other such breaches, failures to perform or inaccuracies, would reasonably be expected to prevent, materially impede or materially delay the ability of Globus or Merger Sub to consummate the transactions contemplated by the Merger

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Agreement (including the Merger), (ii) such breach, failure to perform or inaccuracy of Globus and/or Merger Sub is not capable of being cured by the Termination Date or is not cured within 20 business days following Nevro’s delivery of written notice to Globus of such breach, failure to perform or inaccuracy and (iii) Nevro is not in breach of the Merger Agreement such that Globus has the right (or would have the right following notice and opportunity to cure, if applicable) to terminate the Merger Agreement pursuant; and (B) at the time of such termination, all other closing conditions set forth in the Merger Agreement have been satisfied or validly waived (except for those conditions that by their terms must be satisfied at the closing; provided that such conditions would have been so satisfied if the closing would have occurred on the date of such termination).

In no event shall either party be required to pay the Nevro Termination Fee or the Globus Termination Fee, as applicable, on more than one occasion, whether or not the applicable termination fee would be payable under more than one provision of the Merger Agreement at the same or at different times.

The Merger Agreement further provides that in the event Nevro or Globus fails to pay any termination fee that becomes due pursuant to, and within the time frame provided in, the Merger Agreement, and Nevro or Globus commences a legal proceeding resulting in a judgment against Nevro or Globus, as applicable, for any portion of the fees or expenses due, Nevro or Globus, as applicable, will be required to pay to Nevro or Globus, as applicable, its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in prosecuting such legal proceeding, together with interest on the amount of the applicable termination fee for the date such payment was required to be made until the date that payment was actually received.

Other than in the case or fraud or a willful breach of the Merger Agreement, any termination fee payable by Nevro or Globus will be the sole and exclusive remedy of Nevro, Globus, and Merger Sub, and their related parties, as applicable. In the event Globus receives the Nevro Termination Fee in circumstances in which it is payable by Nevro, Nevro will have no further liability to Globus or Merger Sub under the Merger Agreement except in certain limited circumstances. Similarly, if Nevro receives the Globus Termination Fee in circumstances in which it is payable by Globus, Globus will have no further liability to Nevro under the Merger Agreement except in certain limited circumstances.

Expenses Generally (page 97)

Except as otherwise described in this proxy statement, including under “The Merger Agreement—Termination Fee; Certain Expenses” beginning on page 97 of this proxy statement, whether or not the Merger is consummated, Nevro, Globus and Merger Sub are each responsible for all of their respective costs and expenses incurred in connection with the Merger and the transactions contemplated by the Merger Agreement.

Market Prices and Dividend Data (page 106)

The Company Shares have been listed on the NYSE under the symbol “NVRO.” On February 4, 2025, the last full trading day prior to the Board approving the Merger, the closing price of the Company Shares on the NYSE was $5.13 per share. On   , the latest practicable trading day before the printing of this proxy statement, the closing price of the Company Shares on the NYSE was $   per share. You are encouraged to obtain current market quotations for Company Shares.

Nevro has never declared or paid any cash dividends on its capital stock, and Nevro does not currently intend to pay, nor under the Merger Agreement may Nevro pay without the prior written consent of Globus, any cash dividends on its capital stock in the foreseeable future.

Delisting and Deregistration of Company Shares (page 73)

If the Merger is consummated, following the Effective Time, the Company Shares will cease trading on the NYSE and will be deregistered under the Exchange Act. As such, we would no longer file periodic reports with the SEC.

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THE COMPANIES

Nevro Corp.

Nevro is a Delaware corporation with principal executive offices located at 1800 Bridge Parkway, Redwood City, California 94065, telephone number (650) 251-0005. Nevro is a global medical device company focused on delivering comprehensive, life-changing solutions that continue to set the standard for enduring patient outcomes in chronic pain treatment. Nevro has developed and commercialized our HFX^™ spinal cord stimulation (SCS) platform, which includes the Senza^® SCS system, an evidence-based neuromodulation system for the treatment of chronic pain, with the Senza^® HFX iQ^™ platform being our latest addition to the Senza family of products. The Company Shares are listed on the NYSE under the symbol “NVRO.” Additional information about Nevro is contained in certain of its public filings that are incorporated by reference herein. See “Where You Can Find More Information” beginning on page 101 of this proxy statement.

Globus Medical, Inc.

Globus, headquartered in Audubon, Pennsylvania, is a medical device company that develops and commercializes healthcare solutions whose mission is to improve the quality of life of patients with musculoskeletal disorders. Founded in 2003, Globus is committed to medical device innovation and delivering exceptional service to hospitals, ambulatory surgery centers and physicians to advance patient care and improve efficiency. Since inception, Globus has listened to the voice of the surgeon to develop practical solutions and products to help surgeons effectively treat patients and improve lives. Globus’s principal executive offices are located at Valley Forge Business Center, 2560 General Armistead Avenue, Audubon, Pennsylvania and its telephone number is (610) 930-1800. Globus’s common stock is listed and traded on the NYSE under the symbol “GMED.”

Palmer Merger Sub Inc.

Merger Sub is a Delaware corporation and a direct wholly owned subsidiary of Globus, with its registered office located at 251 Little Falls Drive, Wilmington, Delaware 19808. Merger Sub was formed solely for the purpose of effecting the Merger and the other transactions contemplated by the Merger Agreement and has not engaged in any business to date except for activities incidental to its incorporation and activities undertaken in connection with the Merger and the other transactions contemplated by the Merger Agreement. Upon completion of the Merger, Merger Sub will merge with and into Nevro, with Nevro surviving as a wholly owned subsidiary of Globus.

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THE SPECIAL MEETING

We are furnishing this proxy statement to Nevro stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting or any adjournment or postponement thereof.

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held virtually via live webcast on    , 2025, at    , or at any adjournment or postponement thereof. Nevro stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/NVRO2025SM and www.proxyvote.com, respectively.

Company Shares held directly in your name as a stockholder of record may be voted at www.proxyvote.com. Shares held in “street name” may be voted at the Special Meeting via www.proxyvote.com, only if you obtain a legal proxy from your bank, broker or other nominee.

Purpose of the Special Meeting

At the Special Meeting, we will ask our stockholders of record as of the Record Date to vote on (i) the Merger Proposal, (ii) the Merger Compensation Proposal and (iii) the Adjournment Proposal. If holders of Company Shares fail to adopt the Merger Agreement by approving the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A and incorporated herein by reference, and the material provisions of the Merger Agreement are described under “The Merger Agreement” beginning on page 74 of this proxy statement.

This proxy statement and the enclosed form of proxy card are first being mailed to our stockholders on or about    , 2025.

Attending the Special Meeting

In order to attend the Special Meeting, visit www.virtualshareholdermeeting.com/NVRO2025SM and provide the control number located on your voting instruction form or proxy card.

Nevro Stockholders of Record

Nevro stockholders of record as of the Record Date may attend the Special Meeting remotely by visiting www.virtualshareholdermeeting.com/NVRO2025SM. Please have your proxy card, or notice, containing your control number available and follow the instructions.

Beneficial (Street Name) Stockholders

Nevro stockholders whose Company Shares are held through a bank, broker or other nominee as of the Record Date may attend the Special Meeting remotely by visiting www.virtualshareholdermeeting.com/NVRO2025SM. Please have your voting instruction form, notice, or other communication containing your control number available and follow the instructions to attend.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the close of business on    , the Record Date for the Special Meeting, are entitled to notice of and to vote at the Special Meeting or at any adjournments or postponements thereof. A list of stockholders entitled to vote at the Special Meeting will be available in our offices located at 1800 Bridge Parkway, Redwood City, California 94065, during regular business hours for a period of at least ten days before the Special Meeting.

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As of the Record Date, there were    Company Shares issued and outstanding and entitled to be voted at the Special Meeting.

A quorum of stockholders is necessary to transact business at the Special Meeting. Our amended and restated bylaws provide that the presence at the Special Meeting, in person or by proxy, of the holders of a majority of the voting power of our issued and outstanding Company Shares entitled to vote at the Special Meeting will constitute a quorum for Nevro to transact business at the Special Meeting. In general, Company Shares that were issued and outstanding as of the Record Date and are represented by a properly signed and returned proxy card will be counted as Company Shares present and entitled to vote at the Special Meeting for purposes of determining a quorum. Company Shares represented by proxies received but marked “ABSTAIN” will be included in the calculation of the number of Company Shares considered to be present at the Special Meeting for purposes of determining a quorum. Broker non-votes will not be included in the calculation of the number of Company Shares considered to be present at the Special Meeting for purposes of determining a quorum. However, if a beneficial owner of Company Shares held in street name gives voting instructions to the bank, broker or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those Company Shares will be deemed present at the Special Meeting and for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal.

In the event that a quorum is not present at the Special Meeting, it is expected that the meeting would be adjourned to a later date to solicit additional proxies, and a quorum will have to be established at such adjourned date.

Vote Required; Abstentions and Broker Non-Votes

Each Company Share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Special Meeting.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the Company Shares that are issued and outstanding as of the Record Date and entitled to vote thereon. Adoption of the Merger Agreement by our stockholders is a condition to the closing of the Merger.

Approval of the Merger Compensation Proposal will be obtained if the number of votes cast FOR the proposal at the Special Meeting exceeds the number of votes cast AGAINST the proposal.

Approval of the Adjournment Proposal will be obtained if the number of votes cast FOR the proposal at the Special Meeting exceeds the number of votes cast AGAINST the proposal.

If a Nevro stockholder fails to vote, it will have the same effect as if the stockholder voted “AGAINST” the Merger Proposal, but it will have no effect on the Merger Compensation Proposal or the Adjournment Proposal.

If a Nevro stockholder abstains from voting, it will have the same effect as if the stockholder voted “AGAINST” the Merger Proposal, but will not be considered to be a vote cast on, and will have no effect on, the Merger Compensation Proposal or the Adjournment Proposal.

If you hold your Company Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Company Shares will result in a broker non-vote, and each broker non-vote will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Merger Compensation Proposal or the Adjournment Proposal.

Company Shares Held by Directors and Executive Officers

As of the close of business on the Record Date, directors and executive officers of Nevro and their affiliates beneficially owned and were entitled to vote, in the aggregate,   Company Shares, which represented

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approximately   % of the Company Shares issued and outstanding on that date. Our directors and executive officers have informed us that they currently intend to vote all of their Company Shares (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Voting; Proxies

Voting at the Special Meeting

You can vote at the virtual Special Meeting, which will be held on    , 2025, at    , at www.proxyvote.com (unless the Special Meeting is adjourned or postponed).

You may also authorize the persons named as proxies on the proxy card to vote your shares by returning the proxy card in advance by mail, over the Internet or by telephone. Although Nevro offers four different voting methods, Nevro encourages you to vote over the Internet or by phone as Nevro believes they are the most cost-effective methods. We also recommend that you vote as soon as possible, even if you are planning to attend the Special Meeting, so that the vote count will not be delayed.

Providing Voting Instructions by Proxy

To ensure that your Company Shares are voted at the Special Meeting, we recommend that you submit your proxy or provide voting instructions for your Company Shares held in “street name” to your bank, broker or other nominee promptly, even if you plan to attend the Special Meeting.

Company Shares Held by Record Holders

If you are a stockholder of record and your Company Shares are registered in your name with our transfer agent, Equiniti, you may submit your proxy using one of the methods described below.

Submit a Proxy by Telephone or via the Internet. This proxy statement is accompanied by a proxy card with instructions for submitting a proxy. You can grant a proxy by telephone by calling the toll-free number 1-800-690-6903, or via the Internet, until the start of the Special Meeting, by accessing the Internet address as specified on the enclosed proxy card. Your Company Shares will be voted as you direct, and in the same manner as if you had completed, signed, dated and returned your proxy card, as described below. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone.

Submit a Proxy Card. If you return your signed proxy card before the Special Meeting, your shares will be voted as you direct.

Voting instructions are included on your proxy card. All Company Shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. If you sign, date and return your proxy card without indicating how you wish to vote, such Company Shares represented by your properly signed proxy will be voted “FOR” each of the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal. If you fail to return your proxy card and you are a holder of record as of the close of business on the record Date, unless you attend the Special Meeting, your Company Shares will not be considered present at the Special Meeting for purposes of determining whether a quorum is present, and your failure to vote will have the same effect as a vote “AGAINST” the Merger Proposal and will have no effect on the vote regarding the Merger Compensation Proposal or the Adjournment Proposal.

Company Shares Held in “Street Name”

If your Company Shares are held in “street name” through a bank, broker or other nominee, your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your Company Shares. You may cause your Company Shares to be voted through your bank, broker or other nominee by

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completing and returning the voting form provided by your bank, broker or other nominee, or by the Internet or telephone through your bank, broker or other nominee by following the instructions provided to you by them if such a service is available, or by attending the Special Meeting and voting using your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain a control number so that you may vote.

Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote your Company Shares on “routine” matters if you fail to instruct your bank, broker or other nominee on how to vote your Company Shares with respect to such matters. The Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal described in this proxy statement are “non-routine” matters, and your bank, broker or other nominee therefore cannot vote on these proposals without your instructions. Accordingly, if you do not return your bank’s, broker’s or other nominee’s voting form, do not provide voting instructions via the Internet or telephone through your bank, broker or other nominee, if applicable, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, such actions will result in a “broker non-vote.” Broker non-votes, if any, will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, will have the same effect as if you voted “AGAINST” the Merger Proposal and will have no effect on the Merger Compensation Proposal or the Adjournment Proposal. However, if a beneficial owner of shares of common stock held in street name gives voting instructions to the bank, broker or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those shares will be deemed present at the Special Meeting and for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal. For Company Shares held in “street name,” only Company Shares affirmatively voted “FOR” the Merger Proposal, the Merger Compensation Proposal or the Adjournment Proposal will be counted as a vote in favor of such proposal.

Revocability of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted at the Special Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by:

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to Nevro or by sending a written notice of revocation to Nevro, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by Nevro before the Special Meeting. Please note that to be effective, your new proxy card, telephonic voting instructions or written notice of revocation must be received by our Corporate Secretary prior to the start of the Special Meeting.

If you hold your Company Shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote or submit new voting instructions. You may also vote in

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person at the Special Meeting with your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain a control number. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Nevro stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned or postponed.

Abstentions

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of Company Shares represented at the Special Meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Merger Compensation Proposal or the Adjournment Proposal.

Adjournments and Postponements

Although it is not currently expected, subject to certain restrictions in the Merger Agreement, the Special Meeting may be adjourned or postponed, among other reasons, for the purpose of soliciting additional proxies. If a quorum is not present, then under our amended and restated bylaws, (i) the chairperson of the Special Meeting or (ii) a majority in voting power of the stockholders entitled to vote thereon, present at the Special Meeting in person or represented by proxy, shall have power to adjourn the Special Meeting until a quorum is present or represented, and notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. However, our amended and restated bylaws provide that if any such adjournment is for more than thirty (30) days, or if after an adjournment a new record date for determining stockholders entitled to vote is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting as of the record date for determining the stockholders entitled to notice of the adjourned meeting.

If the Special Meeting is adjourned or postponed to solicit additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use at the Special Meeting as adjourned or postponed.

In the event that there is present at the Special Meeting, in person or by proxy, sufficient favorable voting power to secure the vote of our stockholders necessary to adopt the Merger Agreement by approving the Merger Proposal, we do not currently anticipate that we will adjourn or postpone the Special Meeting.

Board Recommendation

The Board, after considering the various factors more fully described under “The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page 46 of this proxy statement, has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Nevro and its stockholders, and declared it advisable for Nevro to enter into the Merger Agreement, (ii) approved and declared advisable the execution and delivery by Nevro of the Merger Agreement, the performance by Nevro of its covenants and agreements contained in the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, (iii) directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of the stockholders of Nevro and (iv) resolved, subject to the terms and conditions set forth in the Merger Agreement, to recommend that the stockholders of Nevro adopt the Merger Agreement (the matters described in clauses (i) through (iv), the “Company Board Recommendation”).

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The Board unanimously recommends that you vote “FOR” the Merger Proposal. In addition, the Board unanimously recommends that you vote “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

Solicitation of Proxies

The Board is soliciting your proxy, and we will bear the cost of the solicitation of proxies.

We have retained MacKenzie Partners, Inc., a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $17,500 plus expenses. We will also indemnify the proxy solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of Company Shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Consummation of the Merger

We currently anticipate that the Merger will be consummated in the second quarter of 2025, assuming satisfaction or waiver of all of the conditions to the Merger. However, the Merger is subject to various conditions, and it is possible, including as a result of factors outside the control of Nevro and Globus, that the Merger will be consummated at an earlier time, a later time or not at all.

Appraisal Rights

If the Merger is consummated, persons who do not wish to accept the Merger Consideration are entitled to seek appraisal of their Company Shares under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their Company Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your Company Shares as determined by the Delaware Court of Chancery may be more or less than, or the same as, the Merger Consideration that you are otherwise entitled to receive under the Merger Agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their Company Shares following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal should recognize that the fair value of their Company Shares determined under Section 262 could be more than, the same as or less than the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record of Company Shares and a beneficial owner who (i) continuously holds or beneficially owns, as applicable, such Company Shares through the Effective Time, (ii) has not consented to the Merger in writing or otherwise voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with the procedures under Section 262, (iv) does not thereafter withdraw his, her or its demand for appraisal of such Company Shares and (v) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the Company Shares for which the

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demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by Nevro and to be set forth on the Chancery List (as defined in the section titled “The Merger—Appraisal Rights” beginning on page 64 of this proxy statement), will be entitled to receive the fair value of his, her or its Company Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. For more information, please see the section titled “The Merger—Appraisal Rights” beginning on page 64 of this proxy statement.

Householding of Special Meeting Materials

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

We will promptly deliver a separate copy of our proxy statement to any stockholder without charge upon a written request or verbal request to Nevro Corp., 1800 Bridge Parkway, Redwood City, California 94065, Attention: Corporate Secretary, telephone number (650) 251-0005. Stockholders sharing an address that are receiving multiple copies of this proxy statement can request delivery of a single copy of the proxy materials by contacting their broker, bank or other intermediary or sending a written request to Nevro Corp. at the address above.

Questions and Additional Information

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor or us:

MacKenzie Partners, Inc.

7 Penn Plaza

New York, NY 10001

proxy@mackenziepartners.com

Call Collect: (212) 929-5500 or

Toll-Free: (800) 322-2885

or

Nevro Corp.

1800 Bridge Parkway

Redwood City, California 94065

Attention: Corporate Secretary

Call: (650) 251-0005

If your broker, bank or other nominee holds your Company Shares, you should also call your broker, bank or other nominee for additional information.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, contain “forward-looking statements” that do not directly or exclusively relate to historical facts. Forward-looking statements can usually be identified by the use of terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “project,” “may,” “might,” “opinion,” “plan,” “possible,” “potential,” “should,” “will,” “would” and similar words or expressions. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

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Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward-looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Nevro or its businesses or operations. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements. The foregoing review of risks and uncertainties that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in Nevro’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference in this proxy statement and other reports filed with the SEC.

Any forward-looking statement made in this proxy statement speaks only as of the date on which it is made. Nevro can give no assurance that the conditions to the Merger will be satisfied. You should not put undue reliance on any forward-looking statements. Nevro undertakes no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as may be required by law. If Nevro does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.

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THE MERGER

This discussion of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Certain Effects of the Merger on Nevro

If the Merger Agreement is adopted by Nevro stockholders and the other conditions to the closing of the Merger are either satisfied or waived, Merger Sub will be merged with and into Nevro, with Nevro continuing as the surviving corporation and a wholly owned subsidiary of Globus.

At the Effective Time, each Company Share issued and outstanding immediately prior to the Effective Time (other than Cancelled Company Shares and Dissenting Company Shares) will be cancelled and extinguished and automatically converted into the right to receive the Merger Consideration.

The Company Shares are listed and trade on the NYSE under the symbol “NVRO.” As a result of the Merger, Nevro will cease to be a publicly traded company and will become a wholly owned subsidiary of Globus. Prior to the Effective Time, we will reasonably cooperate with Globus to delist the Company Shares from the NYSE and deregister the Company Shares under the Exchange Act, provided that such delisting and termination will not be effective until after the Effective Time. Upon such delisting and deregistration, we will no longer be a publicly traded company and will no longer be required to file periodic reports with the SEC, in each case in accordance with applicable law, rules and regulations. If the Merger is consummated, you will not own any shares of the capital stock of the surviving corporation or Globus.

Effect on Nevro if the Merger Is Not Consummated

If the Merger Agreement is not adopted by the holders of a majority of the issued and outstanding Company Shares entitled to vote thereon as of the Record Date or if the Merger is not consummated for any other reason, Nevro stockholders will not receive any payment for their Company Shares pursuant to the Merger Agreement. Instead, Nevro will remain a public company, the Company Shares will continue to be listed and traded on the NYSE and registered under the Exchange Act, and we will continue to file periodic reports with the SEC.

Furthermore, if the Merger is not consummated, depending on the circumstances that caused the Merger not to be consummated, the price of the Company Shares may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the Company Shares would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your Company Shares. If the Merger is not consummated, the Board will continue to evaluate and review our business operations, assets, operating results, financial condition, prospects and business strategy, among other things, and make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Agreement is not adopted by the holders of a majority of the issued and outstanding Company Shares entitled to vote thereon as of the Record Date or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to Nevro will be offered or that our business, prospects or results of operations will not be adversely impacted.

In addition, upon termination of the Merger Agreement, under specified circumstances, Nevro may be required to pay Globus a termination fee, and under other specified circumstances, Globus may be required to pay Nevro a termination fee, as described under “The Merger Agreement—Termination Fee; Certain Expenses” beginning on page 95 of this proxy statement.

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Merger Consideration

In the Merger, each Company Share issued and outstanding immediately prior to the Effective Time (other than as described herein) will be cancelled and extinguished and automatically converted into the right to receive the Merger Consideration.

Each Company Share issued and outstanding immediately prior to the Effective Time that is held by Globus, Merger Sub or Nevro, or by any direct or indirect wholly owned subsidiary of Nevro, Globus or Merger Sub shall be cancelled and extinguished without any consideration paid therefor at the Effective Time.

“Dissenting Company Shares” refers to each Company Share issued and outstanding as of immediately prior to the Effective Time and held by a stockholder of Nevro who is entitled to demand and who has properly and validly demanded his, her or its statutory rights of appraisal in respect of such Dissenting Company Share in compliance in all respects with Section 262 of the DGCL. Dissenting Company Shares shall not be converted into, or represent the right to receive the Merger Consideration. Please see “The Merger—Appraisal Rights” beginning on page 64 of this proxy statement for more information.

After the Merger is consummated, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a Nevro stockholder as a result of the Merger (except that any holder of Dissenting Company Shares will have those rights granted under Section 262 of the DGCL), nor will you be entitled to receive any shares in Globus or the surviving corporation.

Each of the paying agent, the surviving corporation, Merger Sub and Globus will be entitled to deduct and withhold from any amounts payable pursuant to the Merger Agreement such amounts as are required to be deducted and withheld therefrom under applicable tax laws. If the paying agent, the surviving corporation, Merger Sub, or Globus, as the case may be, so deducts and withholds amounts and timely and properly remits such amounts to the applicable governmental authority, such amounts shall be treated for all purposes under the Merger Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation or correspondence by and among members of the Board, Nevro, Globus, or their respective advisors, or any other person.

Nevro is a commercial-stage global medical device company which was formed in March 2006 and which commercially launched its HFX^™ spinal cord stimulation (SCS) platform, which includes the Senza^® SCS system, in May 2015 following the receipt of a label from the U.S. Food and Drug Administration. The Board, together with members of senior management of Nevro, regularly reviews and assesses the performance, competitive position, future growth prospects, business plans and the overall strategic direction of Nevro, as well as developments in the industries in which Nevro operates and the opportunities and challenges facing participants in those industries.

In connection with this review, the Board, together with members of senior management of Nevro, considers a variety of strategic alternatives that may be available to Nevro, including continuing to pursue its strategy as a standalone company or pursuing potential strategic alternatives, including change of control transactions, business combinations, acquisitions, assets sales and other similar transactions, business development opportunities, or third party financings, in each case, with the goal of maximizing stockholder value. Consistent with the Board and management’s efforts to maximize stockholder value, the Board authorized management to take preliminary steps to gather information to explore potential strategic transactions.

In January 2024 Nevro announced a restructuring, including layoffs of 5% of its workforce in an effort to position Nevro for long-term growth and profitability, and in February 2024, pursuant to a Cooperation Agreement with Engaged Capital, Nevro appointed an additional director to the Board.

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Throughout the second quarter of 2024, representatives of Nevro met with representatives of BofA Securities as financial advisor, and Latham & Watkins LLP (“Latham”), the Company’s outside legal advisor, periodically to discuss the market and strategic alternatives. In May 2024, Nevro commenced a second restructuring in support of its long-term positioning efforts.

On June 5 and 6, 2024, the Board met, with representatives of management and BofA Securities in attendance. During the course of the meeting, members of management presented to the Board regarding industry trends and Nevro’s opportunities and strategic focus moving forward. On June 5, 2024, representatives of BofA Securities presented to the Board a preliminary financial analysis of the Company as well as a review of possible strategic alternatives. At the conclusion of the discussion, the Board directed Nevro management to work with BofA Securities to evaluate strategic alternatives, including a potential sale of the company, a business combination with other medical device companies, acquisitions by the Company of third party assets or technologies and the securing of capital infusions to fund strategic shifts. Nevro’s common stock closed at $9.25 the day prior to the Board meeting, down over 50% from the start of the year.

On July 17, 2024, the Board met, with representatives of BofA Securities and management in attendance. Representatives of BofA Securities provided an overview of a proposed outreach plan to various third parties who may be interested in a strategic transaction involving the Company, including both strategic parties and financial sponsors. Following discussion, the Board directed BofA Securities and representatives of management to begin outreach to such third parties, including Globus.

Beginning on July 22, 2024 and through the execution of the Letter of Intent (as defined below) with Globus on December 20, 2024, representatives of BofA Securities and management reached out to such third parties, ultimately contacting throughout that process 40 potential counterparties, including strategic parties and financial sponsors. In total, nine potential counterparties indicated interest in further discussions following initial outreach, and eight potential counterparties participated in Nevro management presentations, as described further herein. All nine of the potential counterparties executed a confidentiality agreement with Nevro, each containing a customary standstill provision and standard fall-away rights except as otherwise identified below, and did not include “don’t ask, don’t waive” provisions prohibiting the counterparty from confidentially requesting that Nevro release such party from its standstill restrictions.

Throughout July and into early August 2024, in connection with Nevro’s review of second quarter financial results, the Board and members of Nevro management regularly discussed the need to initiate a strategic process in order to maximize stockholder value and ultimately determined that it was necessary to publicly announce that Nevro would be initiating such a process. In connection therewith and in consultation with its advisors, on August 6, 2024, Nevro reported earnings for the second quarter of 2024, revised its full-year 2024 guidance and held its quarterly earnings call to discuss its financial results, at which time Nevro publicly announced that it was initiating a strategic process aimed at accelerating its growth, diversifying its product portfolio and maximizing stockholder value. On August 7, 2024, the day following the announcement of Nevro’s strategic process, Nevro’s common stock closed at $4.83 per share.

Following the earnings call on August 6, 2024, at the direction of the Board, representatives of BofA Securities continued to contact third parties as described above to discuss their interest in a potential strategic transaction involving the Company. Representatives of Nevro management and representatives of BofA Securities participated in a number of management presentations in August 2024 in support of that process.

On each of August 7, 2024 and August 15, 2024, representatives of BofA Securities contacted a potential merger-of-equals counterparty, which we refer to as “Party B”, to discuss a strategic transaction. Party B indicated interest in learning more at a later date, and a management presentation was scheduled for August 27, 2024.

On August 21, 2024, representatives of Nevro management and representatives of BofA Securities held a management presentation for representatives of a large medical device company that we refer to as “Party A” and

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discussed Party A’s potential interest in a strategic transaction involving the Company. Party A expressed interest in exploring the opportunity further at a later date.

On each of August 22 and September 4 and 5, 2024, the Board met, with representatives of Nevro management and BofA Securities in attendance. At each meeting, members of Nevro management and representatives of BofA Securities updated the Board regarding the status of outreach to various third parties, including scheduling of management presentations and key topics to be discussed during such meetings. Following these discussions, the Board instructed representatives of Nevro management and BofA Securities to continue their outreach to certain third parties, including continuing to engage with Party A and initiating discussions with Globus.

On August 23, 2024 and August 30, 2024, Nevro entered into respective confidentiality agreements with potential financial sponsor counterparties, which we refer to as “Party C” and “Party D”, respectively. On September 3, 2024, Nevro entered into respective confidentiality agreements with two additional potential financial sponsor counterparties, which we refer to as “Party E” and “Party F.” Each of these four confidentiality agreements included a customary standstill provision and standard fall-away rights and which did not include “don’t ask, don’t waive” provisions prohibiting either counterparty from confidentially requesting that Nevro release such party from its standstill restrictions.

During the week of September 9, 2024, representatives of Nevro management and representatives of BofA Securities held management presentations with each of Party C, Party D, Party E and Party F. Following the management presentations, representatives of Nevro management and BofA Securities met regularly with representatives of each of Party C and Party D to discuss the diligence process and the possibility of entering into a strategic transaction with Nevro. Each party also received various confidential materials regarding Nevro to support their strategic review.

On September 16, 2024, Party E, following its participation in a management presentation on September 11, 2024, informed representatives of BofA Securities that such party would not be making an offer to acquire Nevro at such time.

On September 23, 2024, at the direction of the Board, representatives of BofA Securities held an initial meeting with representatives of Globus to discuss a potential transaction.

On September 26, 2024, Nevro entered into a confidentiality agreement with Party A, which included a customary standstill provision and standard fall-away rights and which did not include “don’t ask, don’t waive” provisions prohibiting the counterparty from confidentially requesting that Nevro release such party from its standstill restrictions. Following the execution of the confidentiality agreement, representatives of Nevro management and BofA Securities met regularly with representatives of Party A, to discuss various diligence matters and the possibility of a strategic transaction between Party A and Nevro. Party A was also provided various confidential materials regarding Nevro to aid in its strategic review.

Also on September 26, 2024, Nevro entered into a confidentiality agreement with a counterparty which expressed an interest solely in financing any business combination transaction between Nevro and a third party. Such confidentiality agreement did not include a standstill. No viable third-party was ultimately identified that was interested in partnering with such third-party in connection with a transaction.

On October 2, 2024, Party F, which had participated in a management presentation on September 9, 2024, informed representatives of BofA Securities that such party would not be making an offer to acquire Nevro at such time.

On October 4, 2024, following a management presentation held on August 27, 2024, Party B indicated to representatives of BofA Securities that it would not be making an offer to enter into a strategic transaction with Nevro.

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On October 5, 2024, Nevro entered into a confidentiality agreement with Globus, which included a customary standstill provision containing standard fall-away rights and which did not include “don’t ask, don’t waive” provisions prohibiting Globus from confidentially requesting that Nevro release Globus from its standstill restrictions. On October 7, 2024, representatives of Nevro management along with representatives of BofA Securities held a management presentation for representatives of Globus, and provided an opportunity for representatives of Globus to discuss diligence matters, including Nevro’s technology, competitive landscape, intellectual property, salesforce, and financial performance.

On October 9, 2024, each of Party C and Party D separately informed representatives of BofA Securities that they would not be making an offer to acquire Nevro.

On October 10, 2024, the Board met, with representatives of management and BofA Securities in attendance. Representatives of BofA Securities provided an update on the outreach process at such time, including ongoing engagement with Globus, Party A and one additional party, and feedback from Party B, Party C, Party D, Party E and Party F that they would not be submitting a bid to acquire Nevro. Following such discussion, the Board directed representatives of BofA Securities to provide a process letter to Party A requesting an indication of interest from Party A.

On October 21, 2024, a third party that had participated in a management presentation on October 9, 2024, informed representatives of BofA Securities that such party would not be making an offer to acquire Nevro at such time.

On October 25, 2024, Party A informed representatives of BofA Securities that it would not be moving forward with a bid to acquire Nevro.

Between October 25, 2025 and November 8, 2024, members of Nevro management considered strategic alternatives following Party A’s confirmation that they would not be submitting a bid to acquire Nevro, including potential debt and equity financings involving third parties, and ultimately determined to reach out to one additional counterparty to evaluate its level of interest in a potential transaction, which we refer to as “Party G”.

On November 8, 2024, the Board met, with representatives of Nevro management and BofA Securities in attendance, to review strategic alternatives. Representatives of BofA Securities updated the Board on their communications with potential counterparties, including feedback from Party A that it would not be submitting a bid to acquire Nevro and the latest status with respect to Globus. Management then updated the Board regarding communications between Nevro management and Party G. The participants also discussed Nevro’s outlook on a standalone basis, referencing the prior discussions among the Board and its advisors regarding the challenges associated with Nevro’s standalone path, including difficulties related to uncertain industry conditions. BofA Securities provided the Board a relationship disclosure letter, and following discussion, the Board determined that none of the information presented in the letter would affect the ability of BofA Securities to continue to fulfill its responsibilities as financial advisor to Nevro. Following discussions, the Board directed BofA Securities and management to continue their engagement with Globus, and shortly thereafter, representatives of BofA Securities held a call with representatives of Globus to discuss a potential strategic transaction between the parties, and advised that Globus submit a formal indication of interest for a transaction.

On December 4, 2024, representatives of Globus submitted to representatives of Nevro a written non-binding indication of interest to acquire all of the outstanding shares of Nevro common stock for cash at a price of $200 million in the aggregate, which would have equated to approximately $5.33 per share of Nevro common stock if proposed on a per share basis based on the number shares of Nevro common stock outstanding as of November 6, 2024 as publicly reported in Nevro’s Quarterly Report on Form 10-Q filed on November 12, 2024 (the “December 4 Proposal”). The December 4 Proposal also included that if either party decides not to consummate the transaction for any reason, then the party who chooses to terminate pays the other a termination fee of $12 million, and an exclusivity period beginning upon the execution of the indication of interest and expiring 60 days thereafter.

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The Board met on December 4 and 5, 2024, with representatives of Nevro management and BofA Securities in attendance, to discuss the December 4 Proposal. Members of the Board and management updated the Board on their communications with Globus since the prior Board meeting. Representatives of BofA Securities provided their perspectives on the December 4 Proposal and other potential strategic alternatives, including remaining as a standalone company. Representatives of BofA Securities then provided an overview of medical technology mergers and acquisitions market dynamics and presented a preliminary financial analysis of the December 4 Proposal. The Board, along with members of Nevro management and its advisors, discussed the appropriate response to Globus and certain timing, regulatory, value and closing certainty considerations. Following the discussion, the Board instructed representatives of Nevro management to respond to Globus and inform them that their proposal undervalued Nevro and would need to be increased to engage further. Additionally, the Board determined to instruct Latham to prepare a draft of the Merger Agreement containing customary terms for the sale of a public company. During the meeting, the Board discussed creating a transaction committee in order to promote efficiency and facilitate timely feedback to Nevro management, the Board and Globus, and not due to any conflict. Thereafter, the Board authorized the creation of a transaction committee comprised of Kevin O’Boyle, Kevin Thornal and Keith Grossman (the “Transaction Committee”) to evaluate and negotiate the terms of the December 4 Proposal, or any revised indication of interest or further offer to acquire Nevro, that might be received from Globus or any other potential counterparty prior to ultimate approval by the Board.

In December 2024, representatives of Nevro management determined that Party G could not provide a competitive proposal comparative to Globus and declined to move forward in discussions with Party G.

On December 10, 2024, a representative of BofA Securities informed a representative of Globus of Nevro’s position that the aggregate value of $200 million was too low and any offer would need to be increased to engage in further discussions, including as to other terms.

On December 13, 2024, a representative of Globus shared a revised draft of the indication of interest to Nevro (the “December 13 Proposal”), which increased the proposed valuation of Nevro in the aggregate to $250 million, extended the requested exclusivity period from 60 days to 90 days and required a mutual termination fee of $15 million, with specific conditions to be negotiated in good faith.

On December 15, 2024, the Transaction Committee, with the other members of the Board in attendance, met to discuss the December 13 Proposal, with representatives of each of management, BofA Securities and Latham in attendance. Management described the terms of the December 13 Proposal. Representatives of BofA Securities shared their perspectives on Globus as a potential acquirer, other market information and presented a preliminary financial analysis of the December 13 Proposal. Representatives of Latham then discussed the Transaction Committee’s and the Board’s fiduciary obligations in assessing the December 13 Proposal and any potential sale process and summarized the legal process for further exploring a potential sale of Nevro. The Transaction Committee engaged in discussions with representatives of Nevro management and its legal and financial advisors regarding the December 13 Proposal terms, including the timeline for a potential transaction, the exclusivity demand, various regulatory, value and closing certainty considerations and other potential strategic alternatives, including remaining as a standalone company or engaging other potential acquirers who might be interested in and capable of acquiring Nevro. Following discussion, the Transaction Committee authorized representatives of Nevro management to send a revised proposal to Globus which calculated the offer price on a per share basis as necessary to solicit stockholder approval, reduced the exclusivity period from 90 to 60 days, proposed Globus take all actions necessary to obtain regulatory approvals, and proposed a more customary fiduciary out termination fee for a public transaction of this size. Following the meeting, members of Nevro management sent a revised proposal to Globus reflecting those positions.

On December 17, 2024, members of Nevro management and representatives of Globus held multiple calls to discuss the terms to be included in a letter of intent entered into between the parties. The key topics included the price per share, the size of the termination fee and the length of the exclusivity period. On December 17, 2024 after the call, representatives of Globus shared a revised draft of the indication of interest with representatives of

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Nevro, which provided the following terms: (1) a per-share offer price of approximately $5.78 per share, based on the number of fully diluted outstanding shares as of such time, but no more than $250 million in total consideration; (2) a mutual termination fee of $15 million if an agreement was terminated under conditions to be negotiated in good faith, (3) no obligation that Globus take all actions necessary to obtain regulatory approvals, and (4) a 90-day exclusivity period (the “December 17 Proposal”).

On December 18, 2024, following receipt of the December 17 Proposal, the Transaction Committee, with the other members of the Board in attendance, and representatives of Nevro management, BofA Securities and Latham in attendance, discussed the terms of the December 17 Proposal, including the increased price per share as compared to the original December 4 Proposal, the proposed termination fees and the exclusivity period requested by Globus. Following discussion, the Transaction Committee authorized representatives of Nevro management to send a revised proposal to Globus reducing the exclusivity period to through February 24, 2025 to coincide with Nevro’s targeted fourth quarter earnings release, and making any break fees subject to applicable law and customary provisions, with specific conditions to be negotiated in good faith. Following the meeting, members of Nevro management sent a revised proposal to Globus reflecting those positions.

On December 20, 2024, representatives of Globus shared a revised draft of the indication of interest with representatives of Nevro, with the only material change being the extension of the exclusivity period to March 4, 2025 and discussed the terms with representatives of Nevro. The Board then determined it was in the best interest of Nevro to approve, and formally approved, the entry into the indication of interest as delivered (the “Letter of Intent”) and the parties executed the Letter of Intent shortly thereafter. On December 21, 2024, the day following the entry into the Letter of Intent, Nevro’s common stock closed at $3.77 per share.

On December 23, 2024, Globus was given access to a virtual data room containing confidential information of Nevro. Thereafter and through the date of the Merger Agreement, Globus and its advisors engaged in an extensive review of the virtual data room and participated in numerous diligence calls with members of Nevro management regarding the business, current customers, product evaluation, including in-person product demonstrations, product life cycle, patient support efforts, research and development, data, supply chain, IT and cybersecurity, financial diligence, and legal matters.

On January 9, 2025, representatives of Nevro management met with representatives of Globus in person to discuss the potential transaction, including diligence completed to date, operational and product evaluation, and next steps in the diligence process.

On January 16, 2025, representatives of Nevro management delivered an initial draft of the Merger Agreement to representatives of Globus. The draft Merger Agreement contemplated, among other things, (1) that Globus take all actions necessary to obtain regulatory approvals other than those which would have a material adverse effect on the post-closing combined company, with a termination fee payable to Nevro for failure to obtain clearance, and (2) a termination fee payable by Nevro to Globus in certain customary circumstances related to Nevro entering into an alternative acquisition with a third-party at termination of the Merger Agreement or for a certain specified period following the termination of the Merger Agreement.

On January 22, 2025, Globus and Nevro entered into a clean team agreement intended to limit access to certain diligence materials to identified members of Globus management and their advisors. Following execution of such agreement, related information was made available to such members of Globus management and their advisors.

On January 23, 2025, representatives of Latham and representatives of Wyrick Robbins Yates & Ponton LLP (“Wyrick”), legal advisor to Globus, held a meeting to discuss next steps, including anticipated timing for revisions to the Merger Agreement, key documents, and other items impacting the signing timeline.

Also on January 23, 2025, the Board held a meeting to review discussions with Globus to date, with representatives of each of management and Latham in attendance. Members of management provided an update

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on the latest negotiations with Globus, including anticipated timing, process and key issues. Representatives of Latham then reviewed the terms of a proposed engagement letter with BofA Securities to memorialize its engagement to act as Nevro’s financial advisor, and its relationship disclosure letter. Following discussion, the Board approved entry into the BofA Securities engagement letter by Nevro management, and directed Nevro management to execute the letter and the parties executed the agreement on January 24, 2025.

On January 22, 2025, representatives of Globus contacted representatives of Nevro to propose accelerating the announcement of a potential transaction to the week of February 7, 2025.

On January 28, 2025, representatives of Wyrick delivered a revised draft of the Merger Agreement to representatives of Latham, which contemplated, among other things, (1) buyer-favorable revisions to the representations, warranties and covenants and the definition of Company Material Adverse Effect, (2) no obligation on Globus to divest assets, agree to remedies or litigate with any governmental authority in order to obtain regulatory approval, and no termination fee payable to Nevro if either party terminates due to failure to obtain regulatory approval, (3) a $15 million Globus termination fee to be paid upon breach of the Merger Agreement by Globus or Merger Sub that would reasonably be expected to prevent, materially impede, or materially delay the ability of Globus or Merger Sub to consummate the Merger and (4) a Nevro termination fee of $15 million payable in certain instances, including if Nevro terminates the Merger Agreement due to a failure to obtain the Nevro stockholder approval. The Merger Agreement delivered by Wyrick also required certain stockholders of Nevro to enter into a Voting Agreement in connection with the signing.

Throughout the following week, representatives of Latham, Wyrick, Nevro and Globus attended several calls to negotiate the key open points in the drafts, including treatment of Nevro equity awards, size of termination fees, termination fee triggers and regulatory considerations, and representatives of Latham and Wyrick exchanged multiple drafts of the Merger Agreement and ancillary agreements related thereto.

On January 31, 2025, the Board met, with representatives of each of management, Latham and BofA Securities in attendance. Management provided an update on the status of discussions with Globus and negotiations since the prior Board meeting. Representatives of Latham discussed the Board’s fiduciary obligations in assessing any potential sale of the Company, outlined for the Board the process and timeline for finalizing transaction documents and the key terms that would be subject to negotiation and gave their view on the likely regulatory approvals required and likely timeline to obtain such approvals in connection with the proposed transaction. Representatives of BofA Securities then presented to the Board a preliminary financial analysis and members of management discussed with the Board the Unaudited Prospective Financial Information, including the material assumptions included therein. Following discussion, the Board authorized the use of the Unaudited Prospective Financial Information for purposes of BofA Securities’ financial analysis and opinion. For a detailed discussion regarding the Unaudited Prospective Financial Information, please see “The Merger—Certain Unaudited Prospective Financial Information” beginning on page 58 of this proxy statement. Representatives of Nevro management then reviewed the Company’s strategic plan on a standalone basis, the process conducted by Nevro to explore alternative bids to date, including announcing a strategic review process, outreach to 40 parties, including Globus, Nevro’s signing of nine confidentiality agreements, including with Globus and Parties A, B and C, and that no party other than Globus had made an offer to acquire the Company. Following discussion, the Board instructed Latham and management to continue to negotiate the terms of the transaction documents with a focus on closing certainty.

On February 1, 2025, representatives of Latham sent a draft of the Merger Agreement to representatives of Wyrick, including the following revisions: (1) seller-favorable revisions to the representations, warranties and covenants and the definition of Company Material Adverse Effect, (2) obligations for Globus to accept certain remedies if required to obtain regulatory clearance, to agree to refrain from taking certain actions during the pendency of the Merger, and pay a termination fee of 6.0% of equity value if either party terminates due to failure to obtain regulatory approval, (3) a Nevro termination fee of 4.0% of equity value to be paid in certain identified instances, and (4) a capped expense reimbursement amount to be paid if Nevro terminated the Merger

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Agreement due to a failure to obtain the Nevro stockholder approval as opposed to the full termination fee as proposed by Globus.

On February 2, 2025, representatives of Wyrick sent a draft of the Voting Agreement to representatives of Latham. The draft Voting Agreement contemplated that certain unspecified stockholders, which such stockholders were later identified as the directors and executive officers of Nevro, would execute the agreement.

On February 3, 2025, representatives of Wyrick sent a revised draft of the Merger Agreement to representatives of Latham, including the following revisions: (1) buyer-favorable revisions to the representations, warranties and covenants and the definition of Company Material Adverse Effect, (2) obligations for Globus to divest certain specified assets under specified circumstances and to agree to refrain from taking certain actions during the pendency of the Merger, but no termination fee payable by Globus if either party terminates due to failure to obtain regulatory approval, (3) a Nevro termination fee of $15 million to be paid in certain identified instances, including due to a failure to obtain the Nevro stockholder approval, (4) a Globus termination fee of $15 million to be paid upon breach of the Merger Agreement by Globus or Merger Sub that would reasonably be expected to prevent, materially impede, or materially delay the ability of Globus or Merger Sub to consummate the Merger and (5) an outside date of April 15, 2025. The draft of the Merger Agreement shared by representatives of Wyrick did not include a per-share price of Nevro common stock.

On February 4, 2025, representatives of each of Globus, Nevro, Wyrick and Latham participated in numerous calls in order to resolve the remaining open points in the transaction documents, including the size and triggers for the termination fees, the appropriate outside date and the antitrust remedies to be undertaken by the parties. The parties also agreed upon a price of $5.84 per share of Nevro common stock, which resulted in total consideration payable by Globus of approximately $250 million based on the number of fully diluted outstanding Nevro common stock as of a likely closing date.

On February 5, 2025, representatives of Latham shared a revised draft of the Merger Agreement to representatives of Wyrick, which contemplated: (1) a $5.84 price per share of Nevro common stock, (2) a Nevro termination fee of $15 million to be paid in certain identified instances, excluding failure to obtain Nevro stockholder approval, (3) an expense reimbursement of up to $10 million to be paid in the event of a failure to obtain the Nevro stockholder approval, and (4) a six-month outside date with a six-month extension of the outside date in the event that failure to close by the outside date is due to a failure to obtain the required antitrust approvals.

During the evening on February 5, 2025, the Board convened, with Nevro management and representatives of BofA Securities and Latham in attendance. Representatives of Latham reviewed the proposed final terms of the Merger Agreement and the ancillary agreements with the Board as negotiated with Globus and presented to the Board regarding their fiduciary obligations under Delaware law in connection with considering and approving the Merger. Members of Nevro management reviewed with the Board the Company’s strategic plan on a standalone basis and its historical performance in achieving its strategic plan, the process undertaken to reach out to additional potential bidders and that no other bidder had made a formal offer to acquire Nevro. The Board discussed with its legal and financial advisors and representatives of Nevro management, among other things, the terms of the proposed Merger Agreement and the merger consideration. The Board particularly focused on Globus’ express unwillingness to pay more than $250 million on a fully diluted basis for the equity of Nevro and the size of the requested Nevro termination fee relative to similar transactions, and after evaluation, the Board determined that based on prior conversations with Globus, that Globus would not enter into a deal with a lower Nevro termination fee or further increase its aggregate payment to stockholders above $250 million. The Board then discussed the various reasons to approve the Merger and certain countervailing factors. In connection with the discussion, representatives of Nevro reached out to representatives of Globus and confirmed that Globus would agree to an additional two-month extension of the outside date in the event that failure to close by the outside date is due to a failure to obtain the required antitrust approvals prior to the outside date, and a per share price of $5.85 in respect of Nevro common stock, with agreement that it would not result in more than $250 million paid at closing for the equity of Nevro.

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As part of the meeting and at the request of the Board, representatives of BofA Securities reviewed with the Board their financial analysis of the Merger Consideration, and rendered to the Board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated such date that, as of such date and based upon and subject to various assumptions and limitations set forth in its opinion, the Merger Consideration to be received in the Merger by holders of Company Shares was fair, from a financial point of view, to such holders. For a detailed discussion of BofA Securities’ opinion, please see below under the caption “Opinion of BofA Securities, Inc.” Representatives of Nevro management also informed the Board that, based upon, among other things, their views of Nevro’s prospects on a standalone basis, their consideration of all the alternatives available to Nevro and the information and advice provided by BofA Securities and Latham, it was the recommendation of Nevro management that the Board approve the transaction as proposed by Globus upon the terms negotiated by the parties and as set forth in the Merger Agreement. For a detailed description of the various reasons considered by the Board, see “The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page 46 of this proxy statement.

The Board, after further discussion, including on the process that led to the proposed Merger, the alternatives available to Nevro, including remaining as a standalone public company, and the risks and benefits associated with the proposed transaction, the Board, by the unanimous vote of those directors voting at the meeting, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were advisable, fair to and in the best interests of Nevro and its stockholders, and declared it advisable for Nevro to enter into the Merger Agreement, (ii) approved and declared advisable the execution and delivery by Nevro of the Merger Agreement, the performance by Nevro of its covenants and agreements contained in the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained herein, (iii) directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of Nevro stockholders and (iv) resolved to recommend that Nevro stockholders adopt the Merger Agreement.

Following the conclusion of the Board meeting and into the morning on February 6, 2025, representatives of Latham and Wyrick and members of management of Globus and Nevro finalized all transaction documents, Nevro, Globus, and Merger Sub executed the Merger Agreement and Nevro, Globus and the other parties thereto executed the Voting Agreement. Prior to the open of trading on February 6, 2025, Nevro and Globus issued a joint press release announcing their entry into the Merger Agreement.

Board Recommendation

The Board, after considering the various factors more fully described under “The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page 46 of this proxy statement, has unanimously, (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Nevro and its stockholders and declared it advisable for Nevro to enter into the Merger Agreement, (ii) approved and declared advisable the execution and delivery by Nevro of the Merger Agreement, the performance by Nevro of its covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein, (iii) directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of Nevro’s stockholders and (iv) resolved to recommend that the Merger Agreement be adopted by Nevro’s stockholders (the matters described in clauses (i) through (iv), the “Company Board Recommendation”).

The Board unanimously recommends that you vote “FOR” the Merger Proposal. In addition, the Board unanimously recommends that you vote “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

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Recommendation of the Board and Reasons for the Merger

Recommendation of the Board

The Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Nevro and its stockholders, and declared it advisable for Nevro to enter into the Merger Agreement; (ii) approved and declared advisable the execution and delivery by Nevro of the Merger Agreement, the performance by Nevro of its covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein; (iii) directed that the adoption of the Merger Agreement be submitted to a vote at a special meeting of the holders of Company Shares; and (iv) resolved, subject to the terms and conditions set forth in the Merger Agreement, to recommend that the Merger Agreement be adopted by Nevro stockholders.

The Board unanimously recommends that Nevro stockholders vote “FOR” the Merger Proposal. In addition, the Board unanimously recommends that Nevro stockholders vote “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

Reasons for the Merger

In evaluating the Merger Agreement and the transactions contemplated thereby, the Board consulted with members of Nevro’s senior management, representatives of Nevro’s legal advisor, Latham & Watkins LLP, and representatives of Nevro’s financial advisor, BofA Securities. In the course of reaching its determination and recommendation, the Board reviewed, evaluated and considered a significant amount of information and numerous factors and benefits, including those listed below (which are not listed in any relative order of importance), all of which the Board viewed as supporting its: (i) determination that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Nevro and its stockholders and its direction that Nevro enter into the Merger Agreement; (ii) approval and declaration that it is advisable for Nevro to execute and deliver the Merger Agreement; (iii) direction that the adoption of the Merger Agreement be submitted to a vote of Nevro’s stockholders at the Special Meeting; and (iv) resolution, subject to the terms and conditions set forth in the Merger Agreement, to recommend that the Merger Agreement be adopted by Nevro’s stockholders:

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The Board, in consultation with members of Nevro’s senior management, also assessed Nevro’s prospects for substantially increasing stockholder value as a standalone company in excess of the Merger Consideration given the risks and uncertainties in Nevro’s business, including, but not limited to, the following (which are not listed in any relative order of importance) and those discussed in Nevro’s public filings with the SEC (see “Where You Can Find More Information” beginning on page 110 of this proxy statement):

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In the course of its deliberations, the Board, in consultation with members of Nevro’s senior management and representatives of Nevro’s outside financial and legal advisors, also considered a variety of uncertainties, risks and other potentially negative factors concerning the Merger Agreement and the transactions contemplated by the Merger Agreement, including, but not limited to, the following (which are not listed in any relative order of importance):

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After considering the foregoing potentially negative factors, the Board concluded that the potential benefits of the Merger substantially outweighed the risks or potential negative consequences.

The foregoing discussion of the information and factors considered by the Board is intended to be illustrative and not exhaustive, but includes the material reasons and factors considered by the Board in reaching its conclusions and recommendation in relation to the Merger, the Merger Agreement and the transactions proposed thereby. In light of the variety of reasons and factors considered and the complexity of these matters, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons or factors considered in reaching their determinations and recommendations. The Board based its recommendation on the totality of the information presented, including thorough discussions with, and questioning of, members of our senior management and representatives of our outside financial advisors and legal counsel. Individual directors may have given differing weights to different factors or may have had different reasons for their ultimate determination. In addition, the Board did not reach any specific conclusion with respect to any of the factors or reasons considered. Instead, the Board conducted an overall analysis of the factors and reasons described above and determined in its business judgment that, in the aggregate, the potential benefits of the Merger to the stockholders of Nevro outweighed the risks or potential negative consequences. It should be noted that this explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 34 of this proxy statement.

Opinion of BofA Securities, Inc.

Nevro retained BofA Securities to act as its financial advisor in connection with the Merger. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of

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businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Nevro selected BofA Securities to act as its financial advisor in connection with the Merger on the basis of BofA Securities’ experience in transactions similar to the Merger, its reputation in the investment community and its familiarity with Nevro and its business.

On February 5, 2025, at a meeting of the Board held to evaluate the Merger, representatives of BofA Securities delivered to the Board the oral opinion of BofA Securities, which was confirmed by delivery of a written opinion dated February 5, 2025, to the effect that, as of the date of the opinion and based on and subject to the factors and assumptions set forth in the written opinion, the Merger Consideration to be received in the Merger by holders of Nevro common stock was fair, from a financial point of view, to such holders.

The full text of BofA Securities’ written opinion to the Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the written opinion. BofA Securities delivered its opinion to the Board for the benefit and use of the Board (in its capacity as such) in connection with and for purposes of its evaluation of the Merger. BofA Securities expressed no opinion or view as to any terms or other aspects or implications of the Merger (other than the Merger Consideration to the extent expressly specified in such opinion) and no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to Nevro or in which Nevro might engage or as to the underlying business decision of Nevro to proceed with or effect the Merger. BofA Securities’ opinion does not constitute a recommendation as to how any holder of Nevro common stock should vote or act in connection with the Merger or any other matter.

In connection with rendering its opinion, BofA Securities has, among other things:

(i) reviewed certain publicly available business and financial information relating to Nevro;

(ii) reviewed certain internal financial and operating information with respect to the business, operations and prospects of Nevro furnished to or discussed with BofA Securities by the management of Nevro, including certain financial forecasts relating to Nevro prepared by the management of Nevro (referred to as the “Unaudited Prospective Financial Information”), as described further in the section below titled “The Merger—Certain Unaudited Prospective Financial Information”;

(iii) reviewed and discussed with members of senior management of Nevro estimates of the amount and utilization of certain net operating losses and other tax attributes of Nevro prepared by the management of Nevro (the “Tax Attributes”);

(iv) discussed the past and current business, operations, financial condition and prospects of Nevro with members of senior management of Nevro;

(v) reviewed the trading history for Nevro common stock and a comparison of that trading history with the trading histories of other companies BofA Securities deemed relevant;

(vi) compared certain financial and stock market information of Nevro with similar information of other companies BofA Securities deemed relevant;

(vii) considered the results of BofA Securities’ efforts on behalf of Nevro to solicit, at the direction of Nevro, indications of interest from third parties with respect to a possible acquisition of Nevro;

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(viii) reviewed a draft, dated February 5, 2025, of the Merger Agreement; and

(ix) performed such other analyses and studies and considered such other information and factors as BofA Securities deemed appropriate.

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of Nevro that it is not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Unaudited Prospective Financial Information, BofA Securities was advised by Nevro, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Nevro as to the future financial performance of Nevro. BofA Securities relied upon, at the direction of Nevro, the assessments of the management of Nevro as to the ability of Nevro to utilize the Tax Attributes and was advised by Nevro, and assumed, at the direction of Nevro, that such Tax Attributes will be utilized in the amounts and at the times projected. BofA Securities did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Nevro or any other entity, nor did it make any physical inspection of the properties or assets of Nevro or any other entity. BofA Securities did not evaluate the solvency or fair value of Nevro, Globus or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of Nevro, that the Merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Nevro, Globus, or any other entity or the Merger (including the contemplated benefits thereof). BofA Securities also assumed, at the direction of Nevro, that the final executed Merger Agreement would not differ in any material respect from the draft Merger Agreement reviewed by BofA Securities.

BofA Securities expressed no view or opinion as to any terms or other aspects or implications of the Merger (other than the Merger Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Merger or any terms, aspects, or implications of any other agreement, arrangement or understanding entered into in connection with or related to the Merger or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, of the Merger Consideration to be received by holders of Nevro common stock and no opinion or view was expressed with respect to any consideration received in connection with the Merger by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Merger, or class of such persons, relative to the Merger Consideration. Furthermore, no opinion or view was expressed as to the relative merits of the Merger in comparison to other strategies or transactions that might be available to Nevro or in which Nevro might engage or as to the underlying business decision of Nevro to proceed with or effect the Merger. In addition, BofA Securities expressed no view or opinion with respect to, and BofA Securities relied, with the consent of Nevro, upon the assessments of Nevro and its representatives regarding legal, regulatory, accounting, tax and similar matters relating to Nevro or any other entity or the Merger (including the contemplated benefits thereof) as to which matters BofA Securities understood that Nevro obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Securities expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Merger or any other matter.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. The credit, financial and stock markets were experiencing unusual volatility and BofA Securities expressed no opinion or view as to any potential effects of such volatility on Nevro, Globus or the

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Merger. It should be understood that subsequent developments may affect BofA Securities’ opinion, and BofA Securities does not have any obligation to update, revise, or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities. Except as described in this summary, Nevro imposed no other instructions or limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

The discussion set forth below in the section titled “Summary of Material Company Financial Analyses” represents a brief summary of the material financial analyses presented by BofA Securities to the Board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Summary of Material Company Financial Analyses

Selected Publicly Traded Companies Analyses

BofA Securities reviewed publicly available financial and stock market information for Nevro and the following five selected publicly traded companies:

BofA Securities reviewed, among other information, enterprise values for each of the selected publicly traded companies, and for Nevro, calculated as equity value based on closing share prices of the applicable selected company on February 4, 2025, plus debt and debt-like items, preferred equity and non-controlling interest (as applicable), and less cash and cash equivalents (each, as applicable), as a multiple of estimated revenue for calendar year 2025 (“EV / 2025E Revenue”), for the applicable company. Financial data of the selected publicly traded companies were based on public filings and publicly available Wall Street research analysts’ estimates published by FactSet as of February 4, 2025. Financial data of Nevro was derived from the Unaudited Prospective Financial Information and equity information provided by the management of Nevro, as well as publicly available Wall Street research analysts’ estimates published by FactSet as of February 4, 2025. The overall low to high EV / 2025E Revenue multiples observed for the selected publicly traded companies were 0.46x to 2.77x (with a mean of 1.36x and a median of 1.23x). BofA Securities noted that the EV / 2025E Revenue multiple observed for Nevro was (i) 0.44x based on the Unaudited Prospective Financial Information and the closing price per share of Nevro common stock on February 4, 2025, and (ii) 0.46x based on publicly available Wall Street research analysts’ estimates and the closing price per share of Nevro common stock on February 4, 2025.

Based on BofA Securities’ review of the EV / 2025E Revenue multiples observed for the selected publicly traded companies and on its professional judgment and experience, BofA Securities applied a multiple reference range of 0.46x to 1.23x to the estimate of calendar year 2025 revenue for Nevro reflected in the Unaudited Prospective Financial Information to calculate ranges of implied enterprise values for Nevro. BofA Securities then calculated implied equity value per share reference ranges for Nevro (rounded to the nearest $0.05) by adding to these ranges of implied enterprise values an estimate of Nevro’s net cash as of December 31, 2024, as provided by the management of Nevro, and dividing the results by a number of fully-diluted shares of Nevro

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common stock outstanding (calculated on a treasury stock method basis, based on information provided by the management of Nevro).

This analysis indicated the following approximate implied equity value reference ranges per share, as compared to the Merger Consideration and the closing price per share of Nevro common stock on February 4, 2025, which was the day prior to the last trading day before the announcement of the Merger:

BofA Securities also calculated and compared the current and historical average enterprise value to next twelve- months (“NTM”) estimated earnings multiples (“EV / NTM Revenue”) for the selected companies as a group and for Nevro, in each case, as of February 4, 2025, and for the five-year, three-year, two-year and one-year periods ending on February 4, 2025. Financial data of the selected companies and Nevro were based on public filings and publicly available Wall Street research analysts’ estimates published by FactSet as of February 4, 2025. The current and historical average multiples observed for the selected companies as a group and for Nevro were as follows:

Based on BofA Securities’ review of the current and historical average EV / NTM Revenue multiples for the selected companies as a group and for Nevro and on its professional judgment and experience, BofA Securities applied a multiple reference range of 0.44x to 0.80x to the estimate of calendar year 2025 revenue for Nevro reflected in the Unaudited Prospective Financial Information to calculate ranges of implied enterprise values for Nevro. BofA Securities then calculated implied equity value per share reference ranges for Nevro (rounded to the nearest $0.05) by adding to these ranges of implied enterprise values an estimate of Nevro’s net cash as of December 31, 2024, as provided by the management of Nevro, and dividing the results by a number of fully-diluted shares of Nevro common stock outstanding (calculated on a treasury stock method basis, based on information provided by the management of Nevro).

This analysis indicated the following approximate implied equity value reference ranges per share, as compared to the Merger Consideration and the closing price per share of Nevro common stock on February 4, 2025, which was the day prior to the last trading day before the announcement of the Merger:

No selected publicly traded company used in this analysis is identical or directly comparable to Nevro. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Nevro was compared.

Discounted Cash Flow Analysis

BofA Securities performed a discounted cash flow analysis of Nevro to calculate a range of implied present values per share of Nevro common stock utilizing estimates of the standalone, unlevered, after-tax free cash

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flows Nevro was expected to generate over the period from January 1, 2025 through December 31, 2033, based on the Unaudited Prospective Financial Information. BofA Securities calculated a terminal value for Nevro by applying a selected perpetuity growth rate range of 2.0% to 3.0%, based on BofA Securities’ professional judgment and experience, to the terminal year unlevered free cash flows based on the Unaudited Prospective Financial Information. The unlevered free cash flows, the terminal values and the estimated benefits from the Tax Attributes, as of December 31, 2024, as provided by the management of Nevro were discounted to December 31, 2024, utilizing the mid-year discounting convention, and using discount rates ranging from 12.00% to 14.75%, which were based on an estimate of Nevro’s weighted average cost of capital, derived using the capital asset pricing model.

BofA Securities then calculated an implied equity value per share reference range for Nevro (rounded to the nearest $0.05) by adding to this range of implied enterprise values an estimate of Nevro’s net cash as of December 31, 2024, as provided by the management of Nevro, and dividing the results by a number of fully-diluted shares of Nevro common stock outstanding (calculated on a treasury stock method basis, based on information provided by the management of Nevro).

This analysis indicated the following approximate implied equity value reference range per share for Nevro, as compared to the Merger Consideration and the closing price per share of Nevro common stock on February 4, 2025, which was the day prior to the last trading day before the announcement of the Merger:

Other Factors

BofA Securities also noted certain additional factors that were not considered part of BofA Securities’ financial analyses with respect to its opinion, but were referenced solely for informational purposes, including, among other things, the following:

52-Week Trading Range. BofA Securities reviewed the trading range of Nevro common stock for the 52-week period ended on February 4, 2025, which was $3.29 to $17.62.

Wall Street Analysts Price Targets. BofA Securities reviewed certain publicly available equity research analyst price targets for shares of Nevro common stock, which indicated a present value of $3.50 to $6.15 when discounted by one year at Nevro’s estimated mid-point cost of equity of 13.5%, derived using the capital asset pricing model.

Premia Calculations. BofA Securities reviewed, among other things, the premia paid in selected all-cash acquisition transactions announced since 2014 involving a public company based in the United States as the target, in relation to each target company’s (1) closing share price on the day prior to announcement of the applicable transaction and (2) volume weighted average price during the 30 calendar days prior to announcement of the applicable transaction (which we refer to in this section of this proxy statement as the “30-Day VWAP”). Based on this review and its professional judgment and experience, BofA Securities applied:

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Miscellaneous

As noted above, the discussion set forth above in the section titled “Summary of Material Company Financial Analyses” represents a brief summary of the material financial analyses presented by BofA Securities to the Board in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Nevro. The estimates of the future performance of Nevro in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, to the holders of shares of Nevro common stock of the Merger Consideration to be received by such holders in the Merger and were provided to the Board in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or acquired or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of Nevro or Nevro common stock.

The type and amount of consideration payable in the Merger was determined through negotiations between Nevro and Globus, rather than by any financial advisor, and was approved by the Board. The decision to enter into the Merger was that of the Board. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the Board in its evaluation of the Merger and should not be viewed as determinative of the views of the Board, Nevro’s management or any other party with respect to the Merger or the Merger Consideration.

Nevro has agreed to pay BofA Securities for its services in connection with the Merger an aggregate fee of approximately $9 million, $2 million of which was payable upon delivery of BofA Securities’ opinion and the remainder of which is payable contingent upon consummation of the Merger. In addition, Nevro has agreed to reimburse certain of BofA Securities’ expenses arising, and to indemnify BofA Securities against certain liabilities that may arise, out of BofA Securities’ engagement.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Nevro, Globus and certain of their respective affiliates.

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BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Nevro and have received or in the future may receive compensation for the rendering of these services, including (i) providing checking and deposit accounts and other liquidity and treasury products, (ii) providing foreign exchange products, and (iii) providing letters of credit and other commercial credit services.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Globus and certain of its affiliates and have received or in the future may receive compensation for the rendering of these services, including (i) providing deposit accounts, checking accounts, credit card, certificates of deposit, and other liquidity and treasury products and services, (ii) providing letters of credit, terms loans, trade finance, and other commercial credit services, and (iii) providing foreign exchange, certain fixed income and other markets products.

Certain Unaudited Prospective Financial Information

While Nevro has from time to time provided a financial outlook to investors with respect to the then-current fiscal year in its quarterly earnings announcement, Nevro does not, as a matter of course, make public longer-term projections as to our future financial performance, revenues, or other results due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. However, in the ordinary course, Nevro management prepares a five year long range business plan, which is periodically updated and reviewed with the Board, that reflects Nevro management’s financial and business outlook for Nevro generally over a five-year period. In connection with our strategic planning process and the Board’s evaluation of the Merger, as described further in the section captioned “The Merger—Background of the Merger” beginning on page 37 of this proxy statement, Nevro’s management prepared and reviewed with the Board Nevro’s long range business plan and based on that, Nevro management prepared the Unaudited Prospective Financial Information.

The Unaudited Prospective Financial Information was prepared for internal use only and not for public disclosure and was provided to the Board for the purposes of considering, analyzing and evaluating the Merger. The Unaudited Prospective Financial Information was also provided to, approved by Nevro for use and reliance by, BofA Securities, Nevro’s financial advisor, in connection with rendering the fairness opinion in connection with the Merger and performing its related financial analyses (as described in more detail in the sections captioned “The Merger—Opinion of BofA Securities, Inc.” beginning on page 51 of this proxy statement), and were the only financial projections with respect to the Company used by BofA Securities in performing such financial analysis. The Unaudited Prospective Financial Information was not provided to Globus or any other prospective bidder. With Nevro’s consent and at Nevro’s direction, BofA Securities assumed that the Unaudited Prospective Financial Information was reasonably prepared on bases reflecting the best then-available estimates and good faith judgments of our management as to our future financial performance, and relied on Nevro’s assessments as to the validity of, and risks associated with, Nevro’s business.

The Unaudited Prospective Financial Information was developed based on Nevro’s management’s knowledge of and assumptions with respect to Nevro’s business and, as a result, is subject to interpretation. The Unaudited Prospective Financial Information was developed without giving effect to the Merger, including any impact of the negotiation or execution of the Merger Agreement or the Merger, the expenses that have already or may be incurred in connection with completing the Merger or any changes to Nevro’s operations or strategy that may be implemented during the pendency of or following the consummation of the Merger. The Unaudited Prospective Financial Information also does not consider the effect of any failure of the Merger to be completed and it should not be viewed as accurate or continuing in that context.

The Unaudited Prospective Financial Information was not prepared with a view toward public disclosure or complying with accounting principles generally accepted in the United States (which we refer to as “GAAP”). In

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addition, the Unaudited Prospective Financial Information was not prepared with a view toward complying with the guidelines established by the SEC or the American Institute of Certified Public Accountants with respect to prospective financial information. Neither our independent registered public accounting firm nor any other independent accountants have (1) compiled, reviewed, audited, examined or performed any procedures with respect to the Unaudited Prospective Financial Information, (2) expressed any opinion or any other form of assurance on such information or the achievability of the Unaudited Prospective Financial Information or (3) assumed any responsibility for the Unaudited Prospective Financial Information.

Because the Unaudited Prospective Financial Information reflects estimates and judgments, it is susceptible to sensitivities and assumptions, as well as multiple interpretations based on actual experience and business developments. The Unaudited Prospective Financial Information also covers multiple years, and such information by its nature becomes less predictive with each succeeding year. The Unaudited Prospective Financial Information is not, and should not be considered to be, a guarantee of future operating results. Further, the Unaudited Prospective Financial Information is not fact and should not be relied upon as being necessarily indicative of our future results.

Although the Unaudited Prospective Financial Information is presented with numerical specificity, it reflects numerous assumptions and estimates as to future events. The Unaudited Prospective Financial Information will be affected by, among other factors, general economic conditions and trends in the medical device industry, the regulatory environment, competition with competitors, pricing, market growth and market share. The Unaudited Prospective Financial Information reflects assumptions and uncertainties that are subject to change. Important factors that may affect actual results and cause the Unaudited Prospective Financial Information not to be achieved are described in various risk factors described in the section captioned “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 34 of this proxy statement, and in our other filings with the SEC, including those listed under the section captioned “Where You Can Find More Information” beginning on page 110 of this proxy statement. All of these factors are difficult to predict, and many of them are outside of our control. As a result, there can be no assurance that the Unaudited Prospective Financial Information will be realized, and actual results may be materially better or worse than those contained in the Unaudited Prospective Financial Information, whether or not the Merger is consummated. The Unaudited Prospective Financial Information also reflects assumptions as to certain business decisions that are subject to change. The Unaudited Prospective Financial Information may differ from publicized analyst estimates and forecasts and does not consider any events or circumstances after the date that it was prepared, including the announcement of the entry into the Merger Agreement. The Unaudited Prospective Financial Information has not been updated or revised to reflect information or results after the date it was prepared or as of the date of this proxy statement. Except to the extent required by applicable federal securities laws, we do not intend to update or otherwise revise the Unaudited Prospective Financial Information to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events. Nevro has or may report results of operations for periods included in the Unaudited Prospective Financial Information that were or will be completed following the preparation of the Unaudited Prospective Financial Information. Stockholders and investors are urged to refer to Nevro’s periodic filings with the SEC for information on Nevro’s actual historical results.

Certain of the financial measures included in the Unaudited Prospective Financial Information are “non-GAAP financial measures.” These are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. In certain circumstances, including those applicable to the Unaudited Prospective Financial Information, financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Unaudited Prospective Financial Information is not subject to SEC rules regarding disclosures of non-GAAP

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financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Board or BofA Securities. Accordingly, no reconciliation of the financial measures included in the Unaudited Prospective Financial Information is provided in this proxy statement.

The Unaudited Prospective Financial Information constitutes forward-looking statements. By including the Unaudited Prospective Financial Information in this proxy statement, neither we nor any of our affiliates, advisors (including BofA Securities), officers, directors, partners or representatives has made or makes any representation to any person regarding our ultimate performance as compared to the information contained in the Unaudited Prospective Financial Information. The inclusion of the Unaudited Prospective Financial Information should not be regarded as an indication that the Board, Nevro or any other person considered, or now considers, the Unaudited Prospective Financial Information to be predictive of actual future results. Further, the inclusion of the Unaudited Prospective Financial Information in this proxy statement does not constitute an admission or representation by Nevro that the information presented is material. The Unaudited Prospective Financial Information is included in this proxy statement solely to give our stockholders access to the information that was provided to the Board and BofA Securities as described above. The Unaudited Prospective Financial Information is not included in this proxy statement in order to influence any Nevro stockholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal rights with respect to their shares.

Unaudited Prospective Financial Information

Various judgments and assumptions were made when preparing the Unaudited Prospective Financial Information, including, among others: market demand for, and pricing of, Nevro’s products; market size; market share; competition; reimbursement; distribution; estimated costs and expenses; contractual relationships; effective tax rate; utilization of net operating losses; and other relevant factors relating to Nevro’s long-term operating plan, as well as future economic, competitive and regulatory conditions and financial market conditions, all of which are highly uncertain, difficult or impossible to predict and many of which are beyond Nevro’s control.

The following table presents estimates of Nevro’s total revenue, adjusted EBIT, adjusted EBITDA and unlevered free cash flow, in each case, for the fiscal years 2025 through 2033, as reflected in the Unaudited Prospective Financial Information, as approved by Nevro management.

Treatment of the Convertible Notes

The closing of the Merger will constitute a “Make-Whole Fundamental Change” under the Convertible Notes Indenture (as defined below). Following the closing of the Merger, the cash Merger Consideration will

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become the reference property into which the Convertible Notes are convertible. Under the terms of the Convertible Notes Indenture, holders of the Convertible Notes may convert their Convertible Notes in connection with the Make-Whole Fundamental Change during the 35-trading day period after the closing of the Merger (the “Make-Whole Fundamental Change Conversion Period”) and if converted during the Make-Whole Fundamental Change Conversion Period, holders will receive, for each $1,000 principal amount of Convertible Notes converted, an amount in cash equal to (i) the per share Merger Consideration multiplied by (ii) conversion rate in effect on the applicable conversion date, as adjusted by the make-whole table in the Convertible Notes Indenture. Holders of Convertible Notes that do not elect to convert their Convertible Notes during the Make-Whole Fundamental Change Conversion Period will continue to hold such Convertible Notes, which will remain outstanding subject to the terms and conditions of the Convertible Notes Indenture.

The closing of the Merger will also constitute a “Fundamental Change” under the Convertible Notes Indenture. Following the closing of the Merger, Nevro will be required to offer to repurchase all of the outstanding Convertible Notes for an amount equal to the principal amount of the Convertible Notes surrendered for repurchase plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date, in accordance with the Convertible Notes Indenture.

Holders of Convertible Notes that do not elect to convert their Convertible Notes during the Make-Whole Fundamental Change Conversion Period or surrender their Convertible Notes for repurchase pursuant to the foregoing will continue to hold such Convertible Notes, which will remain outstanding subject to the terms and conditions of the Convertible Notes Indenture.

Treatment of Braidwell Warrants

Concurrently with the closing of the Merger, the Braidwell Warrants (as defined in the Merger Agreement) that are then issued and outstanding shall be converted into the right to receive cash consideration at the closing of the Merger pursuant to Section 5 thereof.

Treatment of Existing Credit Agreement

Substantially concurrently with the closing of the Merger, the Company will prepay in full all outstanding loans and other obligations under the Company’s existing Credit Agreement and Guaranty, dated as of November 30, 2023, by and among the Company, as borrower, the subsidiaries of the Company party thereto from time to time as guarantors, the lenders from time to time party thereto, and Wilmington Trust, National Association, as administrative agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”) (including accrued and unpaid interest thereunder, early prepayment and exit fees and reimbursement of lender expenses thereunder). At least one business day prior to the closing of the Merger, the Company will obtain and deliver or cause to be delivered to Globus (a) an executed payoff letter in respect of the Existing Credit Agreement and (b) other customary documents relating to the release of guarantees and liens under the Existing Credit Agreement and any related security documents, which shall become effective upon the payment in full of the loans and other obligations in respect of the Existing Credit Agreement.

Interests of the Directors and Executive Officers of Nevro in the Merger

Members of the Board and Nevro’s executive officers may have various interests in the Merger that may be in addition to, or different from, the interests of Nevro’s stockholders generally. The members of the Board were aware of these potential interests and considered them, among other matters, at the time they approved the Merger Agreement and in making their recommendation that Nevro’s stockholders adopt the Merger Agreement. These potential interests are described below.

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Treatment of Equity Awards

Pursuant to the Merger Agreement, outstanding Nevro equity awards held by our directors and executive officers will be treated as follows:

The following table sets forth, for each of Nevro’s directors and executive officers, (i) the number of Company Shares underlying the Company RSU Awards and Company PSU Awards held by each Nevro executive officer and director as of February 9, 2025, the latest practicable date to determine these numbers before the filing of this proxy statement, and (ii) the value of such equity awards as of such date, determined in each case by multiplying (a) the number of Company Shares subject to the Nevro equity award, by (b) the Merger Consideration. All such amounts actually payable to each of Nevro’s directors and executive officers will be subject to any applicable withholding taxes and will be payable without interest. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, the actual amounts to be received by Nevro’s directors and executive officers may materially differ from the amounts set forth below.

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Certain non-employee directors and executive officers hold Company Shares. For additional information, see the section titled “Security Ownership of Certain Beneficial Owners and Management” beginning on page 106 of this proxy statement.

Change in Control Severance Benefits

Employment Agreement with Mr. Thornal.

On April 24, 2023, Nevro entered into an employment agreement with Mr. Thornal, which governs the terms of his employment with Nevro as President and Chief Executive Officer. In the event Nevro terminates Mr. Thornal without “cause,” he resigns for “good reason,” or his employment terminates due to his death or “disability” (as such terms are defined therein) within the period that commences three months prior to, and ends 24 months following a change in control, subject to his execution and non-revocation of a general release of claims, Mr. Thornal will be entitled to (i) a lump sum payment equal to the sum of (A) 24 months of Mr. Thornal’s annual base salary plus (B) two times Mr. Thornal’s target bonus assuming achievement of performance goals at target, in each case, as in effect as of Mr. Thornal’s termination date, (ii) full accelerated vesting of any unvested equity awards, and (iii) if timely elected, payment or reimbursement of COBRA premiums for a period of up to 24 months.

Change in Control Severance Agreements for other Executive Officers.

Each other Nevro executive officer is party to a change in control severance agreement, which provides, among other things, that such executive officers may be entitled to receive the following severance pay and benefits, subject to their execution and non-revocation of a general release of claims, if Nevro terminates such executive officer’s employment without “cause,” or if the executive officer experiences a “constructive termination” (as such terms are defined in each eligible executive officer’s respective change in control severance agreement) within the period that commences three months prior to, and ends 24 months following a change in control: (i) a lump sum payment equal to the sum of (A) 18 months of annual base salary, plus (B) 1.5 times their target annual bonus assuming achievement of performance goals at target, in each case, at the rate in effect immediately prior to their respective termination date, (ii) full accelerated vesting of any unvested equity awards, and (iii) if timely elected, payment or reimbursement of COBRA premiums for a period of up to 18 months.

Non-Employee Director Compensation

Prior to the Effective Time, Nevro will continue to compensate its non-employee directors for their service on the Board in accordance with Nevro’s Non-Employee Director Compensation Program, as may be amended from time to time. Nevro’s Non-Employee Director Compensation Program provides that upon the occurrence of a change in control (which includes this transaction), all equity awards held by non-employee directors will become fully vested immediately prior to the occurrence of a change in control.

280G Gross-Ups

Nevro may enter into agreements with certain executive officers to make gross-up payments to the executive officers to offset any excise taxes under Sections 280G and 4999 of the Code in connection with the Merger as well as taxes incurred in making such payments.

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Indemnification of Directors and Officers; Insurance

Directors and officers of Nevro are also entitled to indemnification and covered by insurance in certain circumstances. For a detailed description of these requirements, please see “The Merger Agreement—Other Covenants and Agreements—Indemnification of Directors and Officers; Insurance” beginning on page 90 of this proxy statement.

Financing of the Merger

The Merger Agreement is not conditioned upon receipt of financing by Globus. We anticipate that the total amount of funds necessary to consummate the Merger and the related transactions, not including fees and expenses, will be approximately $250 million, including the estimated funds needed to (i) pay our stockholders the Merger Consideration due to them under the Merger Agreement and (ii) make payments in respect of outstanding equity awards of Nevro pursuant to the Merger Agreement.

Globus and Merger Sub have represented in the Merger Agreement that they will have available as of the Effective Time sufficient funds for the satisfaction of all of their obligations under the Merger Agreement and to pay all related fees and expenses required to be paid by Globus or Merger Sub pursuant to the terms of the Merger Agreement.

Closing and Effective Time of the Merger

The closing of the Merger will take place by electronic exchange of signatures and documents on a date to be specified by the parties, which shall be not later than the third business day after the satisfaction (or waiver, if permitted by applicable law) of the last to be satisfied of the conditions set forth in the Merger Agreement (other than those conditions that, by their nature, are to be satisfied at the closing of the Merger, but subject to the satisfaction (or waiver, if permitted by applicable law) of those conditions), or at such other location, date and time as Nevro and Globus shall mutually agree upon in writing; provided, however, that in no event will the closing be required to occur prior to April 1, 2025.

On the Closing Date, Globus, Nevro and Merger Sub will cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL with the Secretary of State of the State of Delaware and will make such further filings as may be required to make the Merger effective on the Closing Date. The Merger will become effective at the time and day of the filing of such certificate of merger with the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by Nevro and Globus and specified in the certificate of merger.

Appraisal Rights

If the Merger is consummated, persons who do not wish to accept the Merger Consideration are entitled to seek appraisal of their Company Shares under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their Company Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your Company Shares as determined by the Delaware Court of Chancery may be more or less than, or the same as, the Merger Consideration that you are otherwise entitled to receive under the Merger Agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the Merger Consideration they would otherwise have the right to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their Company Shares following petition to, and an appraisal

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by, the Delaware Court of Chancery. Persons considering seeking appraisal should recognize that the fair value of their Company Shares determined under Section 262 could be more than, the same as or less than the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. The following summary does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262. A person who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration under the Merger Agreement.

A holder of record of Company Shares and a beneficial owner who (i) continuously holds or beneficially owns, as applicable, such Company Shares through the Effective Time, (ii) has not consented to the Merger in writing or otherwise voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with the procedures under Section 262, (iv) does not thereafter withdraw his, her or its demand for appraisal of such Company Shares and (v) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the Company Shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by the surviving corporation and to be set forth on the Chancery List (as defined below), will be entitled to receive the fair value of his, her or its Company Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

Section 262 requires that where a proposed merger is to be submitted for approval at a meeting of stockholders, the corporation must notify stockholders that appraisal rights will be available not less than twenty (20) days before the meeting to vote on the merger. Such notice must include either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes Nevro’s notice to our stockholders that appraisal rights are available in connection with the Merger, in compliance with the requirements of Section 262. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of your appraisal rights under the DGCL.

If you elect to demand appraisal of your Company Shares, you must satisfy each of the following conditions: you must deliver to Nevro a written demand for appraisal of your Company Shares prior to the Special Meeting, which must (i) reasonably inform us of the identity of the holder of record of Company Shares who intends to demand appraisal of his, her or its Company Shares (and, for beneficial owners only, such demand is accompanied by documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by Nevro and to be set forth on the Chancery List) and (ii) that you intend to demand the appraisal of your shares. In addition, as described above,

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you must not vote or submit a proxy in favor of the proposal to adopt the Merger Agreement; you must hold or beneficially own, as applicable, your Company Shares continuously through the effective date; and you must comply with the other applicable requirements of Section 262.

A Nevro stockholder who elects to exercise appraisal rights must mail or deliver his, her or its written demand for appraisal to the following address:

Nevro Corp.

1800 Bridge Parkway

Redwood City, California 94065

Attention: Corporate Secretary

Within ten (10) days after the Effective Time, the surviving corporation must give written notice that the Merger has become effective to each stockholder of any class or series of stock of Nevro who is entitled to appraisal rights that the Merger was approved and that appraisal rights are available for any or all shares of such class or series of stock.

Within one hundred twenty (120) days after the Effective Time, but not thereafter, the surviving corporation or any person who has properly and timely demanded appraisal and otherwise complied with Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by a person, demanding a determination of the fair value of the Company Shares held by all persons that have demanded appraisal. There is no present intent on the part of Nevro or the surviving corporation to file an appraisal petition and persons seeking to exercise appraisal rights should assume that Nevro and the surviving corporation will not file such a petition or initiate any negotiations with respect to the fair value of Company Shares. Accordingly, persons who desire to have their Company Shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. If, within one hundred twenty (120) days after the Effective Time, no petition has been filed as provided above, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the Merger Consideration under the Merger Agreement.

At any time within sixty (60) days after the Effective Time, any person who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the Merger Consideration specified by the Merger Agreement for that person’s Company Shares by delivering to the surviving corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than sixty (60) days after the Effective Time will require written approval of the surviving corporation. Unless the demand is properly withdrawn by the person within sixty (60) days after the effective date, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just. If the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the person will be entitled to receive only the fair value of such person’s Company Shares determined by the Delaware Court of Chancery in any such appraisal proceeding, which value could be less than, equal to or more than the Merger Consideration offered pursuant to the Merger Agreement.

In addition, within one hundred twenty (120) days after the Effective Time, any person who has theretofore complied with the applicable provisions of Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of Company Shares not consented in writing or otherwise voted in favor of the Merger and with respect to which demands for appraisal were received by the surviving corporation and the aggregate number of holders of such Company Shares. Such statement must be given within ten (10) days after the written request therefor has been received by the surviving corporation or within ten (10) days after the expiration of the period for the delivery of demands as described above, whichever is later.

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Upon the filing of a petition by a person, service of a copy of such petition shall be made upon the surviving corporation. The surviving corporation shall be required to, within twenty (20) days after such service, file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal of their Company Shares and with whom the surviving corporation has not reached agreements as to the value of such Company Shares (the “Chancery List”). The Register in Chancery, if so ordered by the Delaware Court of Chancery, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving corporation and to all such persons set forth on the Chancery List.

If a petition for an appraisal is timely filed by a person, at the hearing on such petition, the Delaware Court of Chancery will determine which persons have complied with Section 262 and have become entitled to appraisal rights provided thereby. The Delaware Court of Chancery may require the persons who have demanded an appraisal of their Company Shares and who hold Company Shares represented by certificates to submit their certificates of Company Shares to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Delaware Court of Chancery may dismiss the proceedings as to such person.

Upon application by the surviving corporation or any person entitled to participate in the appraisal proceedings, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to appraisal. Any person whose name appears on the Chancery List and may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

Where proceedings are not dismissed, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceedings the Delaware Court of Chancery shall determine the fair value of Company Shares taking into account all relevant factors, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue after such payment only on the sum of (x) the difference, if any, between the amount so paid and the fair value of the Company Shares as determined by the Delaware Court of Chancery, and (y) interest theretofore accrued, unless paid at that time.

When the fair value of the Company Shares is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, to the persons entitled to receive the same.

Although Nevro believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery and persons should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Moreover, the surviving corporation does not anticipate offering more than the Merger Consideration to any person exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of the relevant Company Shares is less than the Merger Consideration.

In determining “fair value”, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should

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be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. The Delaware Supreme Court has indicated that transaction price is one of the relevant factors the Delaware Court of Chancery may consider in determining “fair value” and that absent deficiencies in the sale process the transaction price should be given “considerable weight.” Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”

The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each person is responsible for his, her or its attorneys’ and expert witness fees, although, upon application of a person whose name appears on the Chancery List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ and expert witness fees, be charged pro rata against the value of all Company Shares entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. Determinations by the Delaware Court of Chancery are subject to appellate review by the Delaware Supreme Court.

Any person who has duly demanded appraisal in compliance with Section 262 will not be entitled to vote for any purpose any Company Shares subject to such demand or to receive payment of dividends or other distributions on such Company Shares, except for dividends or distributions payable to Nevro stockholders of record at a date prior to the Effective Time.

To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern.

Failure to comply strictly with all of the procedures set forth in Section 262 will result in the loss of a stockholder’s statutory appraisal rights.

Material U.S. Federal Income Tax Consequences of the Merger to Holders of Company Shares

The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to holders of Company Shares whose Company Shares are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Code, Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to holders that hold their Company Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This summary of material U.S. federal income tax consequences is not a complete description of all potential U.S. federal income tax consequences of the Merger. This summary does not describe any of the tax consequences arising under the laws of any state, local or non-U.S. tax jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., state, gift or alternative minimum tax, the Medicare net investment income surtax, or any withholding considerations under the Foreign Account Tax Compliance Act of 2010 (including regulations issued thereunder

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and intergovernmental agreements entered into pursuant thereto or in connection therewith)). In addition, this summary does not address the U.S. federal income tax consequences to holders of Company Shares that exercise appraisal rights under the DGCL. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder or both, as the context may require.

This discussion is for general information only and does not address all of the U.S. federal income tax considerations that may be relevant to holders in light of their particular facts and circumstances, including, but not limited to:

If a partnership (including an entity or arrangement classified as a partnership for U.S. federal income tax purposes) is a beneficial owner of Company Shares, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships holding Company Shares and partners therein should consult their tax advisors regarding the particular tax consequences to them of the Merger.

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary. No assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL OR TAX ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR OTHER TAX LAWS.

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U.S. Holders

For purposes of this proxy statement, a “U.S. Holder” is a beneficial owner of Company Shares that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for Company Shares pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder will recognize gain or loss equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the Company Shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the Company Shares. Any such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such Company Shares is more than one year at the time of the consummation of the Merger. A reduced tax rate on capital gains generally will apply to long-term capital gains of non-corporate U.S. Holders, including individuals. There are limitations on the deductibility of capital losses. If a U.S. Holder acquired different blocks of Company Shares at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of Company Shares.

Payments made to a U.S. Holder in exchange for Company Shares pursuant to the Merger may be subject to information reporting to the IRS and backup withholding at a rate of 24%. To avoid backup withholding on such payments, U.S. Holders that do not otherwise establish an exemption should complete and return to the exchange agent a properly executed IRS Form W-9 included in the letter of transmittal certifying that such holder is a United States person for U.S. federal income tax purposes, that the taxpayer identification number provided is correct and that such holder is not subject to backup withholding. Certain types of U.S. Holders (including, with respect to certain types of payments, corporations) generally are not subject to backup withholding or information reporting rules.

Backup withholding is not an additional tax. Any amounts withheld from cash payments to a U.S. Holder pursuant to the Merger under the backup withholding rules generally will be allowed as a refund or a credit against such U.S. Holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Non-U.S. Holders

For purposes of this proxy statement, the term “Non-U.S. Holder” means a beneficial owner of Company Shares that is neither a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

Non-U.S. Holders should consult their tax advisors to determine the U.S. federal, state, local, non-U.S. and other tax consequences that may be relevant to them in light of their particular circumstances.

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Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

With respect to the third bullet point above, Nevro is not currently, has not been during the preceding five years and prior to or at the time of the Merger does not expect to become a USRPHC. Because the determination of whether Nevro is a USRPHC depends, however, on the fair market value of its USRPIs relative to the fair market value of its non-U.S. real property interests and other business assets, there can be no assurance Nevro is not a USRPHC. Even if Nevro is a USRPHC, gain arising from the sale or other taxable disposition of Nevro common stock by a Non-U.S. Holder will not be subject to U.S. federal income tax if Nevro common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market and such Non-U.S. Holder owned, actually and constructively, 5% or less of Nevro common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Payments made to Non-U.S. Holders in exchange for Company Shares pursuant to the Merger may be subject to information reporting to the IRS and backup withholding at a rate of 24%. Non-U.S. Holders generally can avoid backup withholding by providing the exchange agent with the applicable and properly completed and executed IRS Form W-8 certifying the holder’s non-U.S. status or by otherwise establishing an exemption. Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

Regulatory Approvals Required for the Merger

HSR Act and U.S. Antitrust Matters

Under the HSR Act, and the rules promulgated thereunder by the FTC, the Merger cannot be consummated until Nevro and Globus each file a notification and report form with the FTC and the Antitrust Division of the DOJ under the HSR Act and the applicable waiting period thereunder has expired or been terminated. A

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transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. Nevro and Globus filed their respective HSR Act notifications on February 6, 2025. The waiting period under the HSR Act is set to expire at 11:59 p.m., Eastern Time, on March 10, 2025. The DOJ or the FTC may extend the 30-day waiting period by issuing a Request for Additional Information and documentary materials (a “Second Request”). If either agency issues a Second Request, the waiting period will be extended until 30 days after the parties substantially comply with the request.

At any time before or after consummation of the Merger, notwithstanding the expiration or termination of the waiting period under the HSR Act, the Antitrust Division of the DOJ or the FTC could take such action under applicable antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the consummation of the Merger, and notwithstanding the expiration or termination of the waiting period under the HSR Act, any state could take such action under its applicable antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the consummation of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under applicable antitrust laws under certain circumstances.

General

Subject to the terms of the Merger Agreement, Nevro and Globus have agreed to use their respective reasonable best efforts to promptly take such actions as are necessary and advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any foreign antitrust laws as soon as practicable (and in any event by the date that is at least five business days before the Effective Time). Further, neither party will extend any waiting period under the HSR Act (by pull and refile, or otherwise) or enter into any agreement with the FTC, the Antitrust Divisions of the DOJ or any other governmental authority not to consummate the transactions contemplated by the Merger Agreement with the consent of the other party. Notwithstanding the foregoing or anything to the contrary contained in the Merger Agreement, neither Globus nor any of its affiliates shall be required to agree to any of the following actions (and Nevro shall not agree to any of the following actions without the prior written consent of Globus): (1) selling, licensing, divesting or other disposing of or holding separate any capital stock, business asset, properties or other interests of Globus, Nevro, or any of their respective affiliates; (2) the imposition of any limitation, restriction or condition on the ability of Globus, Nevro or any of their respective affiliates to conduct their respective businesses, assets, properties or other interests; or (3) the imposition of any limitation, restriction or condition on Globus, Nevro, or any of their respective affiliates under any antitrust laws; provided, that, notwithstanding the proceeding language, reasonable best efforts of Globus to obtain any applicable, clearance, consent, approval or waiver under antitrust laws with respect to the Merger shall include certain actions specified as between the parties.

In the event that any administrative or judicial action or proceeding is instituted (or threated to be instituted) by a governmental entity or private party challenging the Merger or any other transaction contemplated by the Merger Agreement, or any other agreement contemplated thereby, Nevro shall cooperate in all respects with Globus and Merger Sub and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by the Merger Agreement. Notwithstanding anything in the Merger Agreement to the contrary, none of Globus, Merger Sub, and any of their respective affiliates shall be required to defend, contest, or resist any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed, or overturned any order, in connection with the transaction contemplated by the Merger Agreement.

Other than the filings required under the HSR Act as described above, we currently do not expect that any clearance, approval or consent would be required under any other applicable antitrust law in connection with the Merger.

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Delisting and Deregistration of Company Shares

If the Merger is consummated, following the Effective Time, the Company Shares will cease trading on the NYSE and will be deregistered under the Exchange Act. As such, we would no longer file periodic reports with the SEC.

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THE MERGER AGREEMENT

The following summary describes certain material provisions of the Merger Agreement. This summary is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement carefully in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement. Factual disclosures about Nevro contained in this proxy statement or in Nevro’s public reports filed with the SEC may supplement, update or modify the factual disclosures about Nevro contained in the Merger Agreement and described in this summary. The representations, warranties, covenants, and agreements made in the Merger Agreement by Nevro and Globus were qualified and subject to important limitations agreed to by Nevro and Globus in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations, warranties, covenants, and agreements contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations, warranties, covenants, and agreements were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right to not close the Merger if the representations and warranties of the other party prove to be untrue (or such covenants and agreements were not complied with), due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations, warranties, covenants, and agreements may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by disclosures contained in the disclosure letter delivered by Nevro to Globus in connection with the Merger Agreement (the “Disclosure Letter”), which disclosures are not reflected in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement, and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement or in the respective public filings made by each of Nevro or Globus with the SEC. For the foregoing reasons, the representations, warranties, covenants, and agreements and any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or condition of Nevro, Globus or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this proxy statement or incorporated by reference into this proxy statement.

Additional information about Nevro may be found elsewhere in this proxy statement and Nevro’s other public filings. See “Where You Can Find More Information” beginning on page 110 of this proxy statement.

When the Merger Becomes Effective

The closing of the Merger will take place by electronic exchange of signatures and documents on a date to be specified by the parties, which shall be not later than the third business day after the satisfaction (or waiver, if permitted by applicable law) of the last to be satisfied of the conditions set forth in the Merger Agreement (other than those conditions that, by their nature, are to be satisfied at the closing of the Merger, but subject to the satisfaction (or waiver, if permitted by applicable law) of those conditions), or at such other location, date and time as Nevro and Globus shall mutually agree upon in writing; provided, however, that in no event shall the closing be required to occur prior to April 1, 2025 (such date, the “Closing Date”).

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On the Closing Date, Nevro, Globus and Merger Sub will cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL with the Secretary of State of the State of Delaware and will make such further filings as may be required to make the Merger effective on the Closing Date. The Merger will become effective at the time and day of the filing of such certificate of merger with the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by Nevro and Globus and specified in the certificate of merger.

Structure of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

Pursuant to the terms and conditions of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into Nevro and the separate corporate existence of Merger Sub will cease. Nevro will continue as the surviving corporation and as a wholly owned subsidiary of Globus. At the Effective Time, the certificate of incorporation of Nevro will be amended and restated in its entirety as set forth on Annex B of the Merger Agreement and such amended and restated certificate of incorporation will be the certificate of incorporation of the surviving corporation until thereafter amended as provided therein or by applicable law. At the Effective Time, the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the surviving corporation, except that references to Merger Sub’s name will be replaced with references to the surviving corporation’s name.

Effect of the Merger on Company Shares

At the Effective Time, each Company Share issued and outstanding immediately prior to the Effective Time (other than Company Shares held by Globus, Merger Sub or Nevro, or by any direct or indirect wholly owned subsidiary of Globus, Merger Sub or Nevro, in each case, immediately prior to the Effective Time (“Cancelled Company Shares”) and Company Shares that are issued and outstanding immediately prior to the Effective Time held by a stockholder of Nevro who is entitled to and has properly and validly demanded statutory rights of appraisal in respect of such Company Shares in compliance in all respects with Section 262 of the DGCL (“Dissenting Company Shares”)) will be cancelled and extinguished and automatically cease to exist and will be converted into the right to receive the Merger Consideration.

At the Effective Time, each Cancelled Company Share will be cancelled and extinguished, without any conversion thereof or consideration paid therefor at the Effective Time.

During the period from February 6, 2025 until the Effective Time, the Merger Consideration and any other amount payable pursuant to the Merger Agreement (including consideration payable in respect of Company RSU Awards or Company PSU Awards) will be equitably adjusted to reflect the effect of any reorganization, reclassification, recapitalization, stock split (including a reverse stock split), subdivision or combination, exchange or readjustment of Company Shares or any stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Company Shares) with a record date occurring during such period.

Treatment of Equity Awards and the Company ESPP

Under the Merger Agreement, effective as of immediately prior to the Effective Time:

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The Company ESPP was terminated on February 7, 2025 and the funds in each Company ESPP participant’s plan account were refunded to the applicable participant.

Dissenting Company Shares

The Merger Agreement provides that Dissenting Company Shares will not be converted into, or represent the right to receive, the Merger Consideration, but instead at the Effective Time will be converted into such consideration as may be determined to be due to the holders thereof in respect of such Dissenting Company Shares pursuant to Section 262 of the DGCL. If any holder of Dissenting Company Shares fails to perfect, withdraws or otherwise loses or forfeits the right to appraisal of the fair value of such Dissenting Company Shares under Section 262 of the DGCL, such Dissenting Company Shares will no longer be considered to be Dissenting Company Shares and will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest, the Merger Consideration.

Payment for Company Shares

At or prior to the Closing Date, Globus will deposit, or cause to be deposited, with a paying agent designated by Globus that is approved by Nevro, for payment to and for the sole benefit of holders of Company Shares pursuant to the provisions of the Merger Agreement, cash in an amount sufficient to pay the aggregate Merger Consideration to which the Nevro stockholders are entitled under the Merger Agreement (which such amount does not include the consideration payable to holders of Company RSU Awards and Company PSU Awards (collectively, “Nevro Stock Awards”) pursuant to the Merger Agreement).

As soon as practicable after the Effective Time (and in any event not later than the third business day thereafter); Globus will cause the paying agent to mail to each person that was, immediately prior to the Effective Time, a holder of record of Company Shares represented by certificates (the “Certificates”), which Company Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to the Merger Agreement: (i) a letter of transmittal in a form mutually agreed to by Nevro and Globus, which (A) will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the paying agent and (B) will otherwise be in such form as Globus, Nevro and the paying agent reasonably agree on and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration.

Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) to the paying agent or to such other agent or agents as may be appointed in writing by Globus, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates, the holder of record of such Certificates will be entitled to receive the Merger Consideration for each such Company Share formerly represented by such Certificate (subject to any required tax withholdings), and any Certificate so surrendered will forthwith be cancelled.

No holder of non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) will be required to deliver a Certificate or, in the case of holders of Book-Entry Shares held through DTC immediately prior to the Effective Time, an executed letter of transmittal to the paying agent, to receive the Merger

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Consideration that such holder is entitled to receive pursuant to the terms of the Merger Agreement; provided, that such holders shall be required to submit to the Payment Agent any forms or other documentation (including any IRS Form W-8 or W-9; provided, however, that any failure to provide an IRS Form W-8 or W-9 shall only permit the paying agent to withhold the Merger Consideration pursuant to applicable law) as the paying agent may reasonably request. In lieu thereof, each holder of record of one or more Book-Entry Shares held through DTC immediately prior to the Effective Time whose Company Shares were converted into the right to receive the Merger Consideration will upon the Effective Time, in accordance with DTC’s customary procedures (including receipt by the paying agent of an “agent’s message” (or such other evidence of transfer or surrender as the paying agent may reasonably request)) and such other procedures as agreed by Nevro, Globus, the paying agent and DTC, be entitled to receive, and Globus will cause the paying agent to pay and deliver to DTC or its nominee, for the benefit of the holder of such Book-Entry Shares held through it immediately prior to the Effective Time, as promptly as practicable after the Effective Time, in respect of each such Book-Entry Share, the Merger Consideration for each such Book-Entry Share (subject to any required tax withholdings) and such Book-Entry Shares of such holder will forthwith be cancelled.

As soon as practicable after the Effective Time (and in no event later than five business days after the Effective Time), the surviving corporation will cause the paying agent to mail to each person that was, immediately prior to the Effective Time, a holder of record of Book-Entry Shares not held through DTC (A) a letter of transmittal and (B) instructions for returning such letter of transmittal in exchange for the Merger Consideration, the forms of which letter of transmittal and instructions are subject to the reasonable approval of Nevro prior to the Effective Time. Upon delivery of such letter of transmittal, in accordance with the terms of such letter of transmittal, duly executed and in proper form, the holder of such Book-Entry Shares immediately prior to the Effective Time will be entitled to receive in exchange therefor the Merger Consideration, for each such Book-Entry Share (subject to any required tax withholdings), and such Book-Entry Shares so surrendered will forthwith be cancelled.

Until paid or surrendered as contemplated, each Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by the Merger Agreement, except for Book-Entry Shares representing Dissenting Company Shares, which will be deemed to represent the right to receive payment in accordance with and to the extent provided by Section 262 of the DGCL, or Cancelled Company Shares.

Representations and Warranties

The Merger Agreement contains representations and warranties of each of Nevro, Globus and Merger Sub (subject to certain qualifications or exceptions in the Merger Agreement and the Disclosure Letter) as to, among other things:

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The Merger Agreement also contains representations and warranties of Nevro (subject to certain qualifications or exceptions in the Merger Agreement and the Disclosure Letter) as to, among other things:

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The Merger Agreement also contains representations and warranties of Globus and Merger Sub (subject to certain qualifications or exceptions in the Merger Agreement) as to, among other things:

Some of the representations and warranties in the Merger Agreement are qualified by materiality qualifications or a “Company Material Adverse Effect” clause.

For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any change, occurrence, effect, event, circumstance or development (each an “Effect,” and collectively, “Effects”) that, individually or in the aggregate with any other Effect, has had, or would reasonably be expected to (a) have, a material adverse effect on the business, assets, liabilities, financial condition or results of operations of Nevro or its subsidiaries, taken as a whole, or (b) prevent or materially impair the ability of Nevro to consummate the transactions contemplated by the Merger Agreement; provided, however, that, solely with respect to clause (a), no Effect resulting from, attributable to or arising out of any of the following shall (either alone or in combination) be taken into account when determining whether a Company Material Adverse Effect has occurred, to the extent such Effects do not disproportionately and adversely affect Nevro and its subsidiaries relative to other similarly situated companies operating in any industry or industries in which Nevro or its subsidiaries operate in the events described in the first through the sixth bullets below (in which case, the incremental disproportionate impact or impacts may be taken into account in determining whether there has occurred a Company Material Adverse Effect):

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Conduct of Business Pending the Merger

The Merger Agreement provides that except (a) as set forth in the Disclosure Letter, (b) as required by applicable law, (c) as consented to in writing by Globus (which consent shall not be unreasonably withheld, conditioned or delayed) or (d) as expressly required by the Merger Agreement, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, (i) Nevro is required to and to cause each of its subsidiaries to (A) use commercially reasonable efforts to conduct its operations in all material respects according to its ordinary and usual course of business consistent with past practice and (B) use commercially reasonable efforts to preserve intact its business organization, keep available the services of its current officers and employees and to preserve the present relationships with material customers, suppliers, vendors, distributors, licensors, licensees, governmental authorities, employees and other persons having significant business relationships with Nevro or any of its subsidiaries. Without limiting the generality of the foregoing, Nevro will not, and will not permit any of its subsidiaries to:

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Notwithstanding the foregoing, nothing in the Merger Agreement is intended to give Globus or Merger Sub, directly or indirectly, the right to control or direct the business or operations of Nevro and its subsidiaries at any time prior to the Effective Time. Prior to the Effective Time, Nevro or any of its subsidiaries shall exercise, consistent with the terms and conditions of the Merger Agreement, complete control and supervision over its business and operations.

Other Covenants and Agreements

Special Meeting and Related Actions

Unless the Merger Agreement is terminated in accordance with its terms, Nevro must, (a) as promptly as practicable after the date of the Merger Agreement, establish a record date for, duly call, give notice of, convene and hold the Special Meeting for the purpose of obtaining the Nevro Stockholder Approval and (b) as promptly as practicable, but in no event more than three business days following the earliest of (i) the date upon which the SEC confirms that it has no further comments on the proxy statement, (ii) the date upon which the SEC confirms that it will not review this proxy statement, or (iii) the tenth day following the date this preliminary proxy statement is filed with the SEC and is not commented on by the SEC, commence mailing the proxy statement to the Nevro stockholders; provided that in the case of this clause (b), Nevro shall not be required to commence mailing of the proxy statement prior to one business day following the earliest date Nevro is permitted to establish a record date under applicable law. Nevro will schedule such stockholder meeting as promptly as reasonably practicable, but in no event more than 30 days following the initial mailing of this proxy statement (or if Nevro’s proxy solicitor advises that 30 days from the date of mailing this proxy statement is insufficient time to submit and obtain the Nevro Stockholder Approval, such later date to which Globus consents (such consent not to be unreasonably withheld, conditioned or delayed)) which shall be no more than fifteen days later. Nevro is permitted to postpone, adjourn or recess the Special Meeting if (A) Nevro is unable to obtain a quorum of its stockholders at such time, to the extent (and only to the extent) necessary to obtain a quorum of its stockholders and Nevro will use its reasonable best efforts to obtain such a quorum as promptly as practicable, (B) the Board has determined in good faith (after consultation with outside legal counsel) that such postponement or adjournment is required by (x) applicable law to comply with comments made by the SEC with respect to this proxy statement or (y) to allow for the dissemination of any supplement or amendment to this proxy statement that is required to be filed and disseminated under applicable law or (C) Nevro is required to do so by a court of competent jurisdiction in connection with any legal proceeding commenced after the date of the Merger Agreement against Nevro and/or any of its directors (in their capacity as such) by any Nevro stockholders relating to the Merger Agreement or transactions contemplated thereby. Except to the extent a Company Board Recommendation Change (as defined in the section titled “The Merger Agreement—Other Covenants and Agreements—No Solicitation; Nevro Acquisition Proposals; Company Board Recommendation Change” beginning on page 85 of this proxy statement) occurred, the Board will include the Company Board Recommendation in the proxy statement and Nevro will use its reasonable best efforts to solicit votes of the Nevro stockholders in favor of obtaining Nevro Stockholder Approval.

Access and Information

From the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement in accordance with its terms and the Effective Time, Nevro will afford Globus and its representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records and personnel of Nevro and its subsidiaries, in each case for the purposes of facilitating the Merger and the other

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transactions contemplated by the Merger Agreement, transition and integration planning and reviewing the performance and operations of the business, Nevro and its subsidiaries during such period (and not for the purpose of any actual or potential adverse action or dispute between the parties or their affiliates); provided, however, that Nevro may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable law requires Nevro or any of its subsidiaries to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of Nevro or any of its subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate, constitute a default under or give a third party the right to terminate or accelerate an obligation under any then-effective contract to which Nevro or any of its subsidiaries is a party, (iii) access to such documents or information would reasonably be expected to result in a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information or (iv) such documents or information relate to the evaluation or negotiation of the Merger Agreement, the transactions contemplated thereby or, subject to the terms of the Merger Agreement, an Acquisition Proposal or a Superior Proposal. In the event that Nevro does not provide access or information in reliance on any of the preceding provisos in clauses (i), (ii) or (iii), it shall provide written notice to Globus of the reason for such restriction and use its reasonable best efforts to communicate the applicable information to Globus in a way that would not violate any applicable law, contract or obligation or waive such a privilege.

Any investigations conducted pursuant to the access contemplated by the Merger Agreement (a) must be conducted in a manner that does not unreasonably interfere with the conduct of the business of Nevro or any of its subsidiaries or create a risk of damage or destruction to any property or assets of Nevro or any of its subsidiaries, (b) will be subject to Nevro’s reasonable security measures and insurance requirements and (c) shall not include the right to perform invasive testing without Nevro’s prior written consent, in its sole discretion.

The terms and conditions of the confidentiality agreement between Globus and Nevro apply to any information obtained by Globus or any of its representatives in connection with any investigation conducted pursuant to the access contemplated by the Merger Agreement.

Nothing in the Merger Agreement will be construed to require Nevro or its representatives to prepare any reports, analyses, appraisals, opinions or other information.

No Solicitation; Nevro Acquisition Proposals; Company Board Recommendation Change

From the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement in accordance with its terms and the Effective Time, Nevro and its subsidiaries will not, nor will they authorize or permit any of its representatives to, directly or indirectly:

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In addition, from the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement pursuant to its terms and the Effective Time, Nevro shall immediately cease all existing discussions or negotiations with any person (other than Globus, Merger Sub and their representatives) conducted prior to the date of the Merger Agreement with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to any Acquisition Proposal.

From the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement in accordance with its terms and the Effective Time, Nevro must, as promptly as practicable, and in any event within two business days following receipt of an Acquisition Proposal or any request for information received by any person relating to a potential Acquisition Proposal, (i) provide Globus with written notice of such Acquisition Proposal, request for information relating to a potential Acquisition Proposal,(ii) communicate to Globus the material terms and conditions of any such Acquisition Proposal, (iii) provide Globus copies of any written requests, proposals or offers, including proposed agreements, received by Nevro in connection with any of the foregoing and the identity of the person or group making any such request, Acquisition Proposal or inquiry or with whom any discussions or negotiations are taking place. Nevro must keep Globus reasonably informed on a reasonably prompt basis with respect to the status or any material changes to the material terms and conditions of an Acquisition Proposal submitted to Nevro (including the identity of the parties and price involved).

Notwithstanding the limitations in the preceding paragraphs or any other provision in the Merger Agreement, if at any time after the date of the Merger Agreement and prior to the receipt of the Nevro Stockholder Approval, Nevro or any of its representatives receives a written Acquisition Proposal from any person or group of persons that does not result from a breach of Nevro’s obligations, covenants and agreements related to non-solicitation as set forth in the Merger Agreement, and the Board (or a committee thereof) determines in good faith (after consultation with its financial advisor(s) and outside legal counsel) that such Acquisition Proposal constitutes a Superior Proposal and that the failure to take action would be inconsistent with its fiduciary duties under applicable law, then Nevro and any of its representatives may (a) enter into an Acceptable Confidentiality Agreement with such person or group of persons, (b) furnish information with respect to Nevro and its subsidiaries to the person or group of persons making such Acquisition Proposal (provided that (x) Nevro must promptly provide or make available to Globus any non-public information concerning Nevro that is provided to such person or group of persons and which was not previously provided or made available to Globus and (y) Nevro must have entered into an Acceptable Confidentiality Agreement with such person or group of persons) and (c) participate and engage in discussions or negotiations with the person or group of persons making such Acquisition Proposal regarding such Acquisition Proposal. Prior to or concurrently with Nevro first taking any of the actions described in clauses (a), (b) or (c) of the immediately preceding sentence with respect to an Acquisition Proposal, Nevro must provide written notice to Globus of the determination of the Board (or a committee thereof) relating to such Acquisition Proposal.

Except as expressly set forth in the Merger Agreement, neither Nevro nor the Board (or any committee thereof) shall (i) withhold, withdraw (or amend, modify or qualify in a manner materially adverse to Globus or Merger Sub), or publicly propose to withhold or withdraw (or amend, modify or qualify in a manner materially adverse to Globus or Merger Sub) the Company Board Recommendation, (ii) approve, adopt or recommend an Acquisition Proposal or publicly propose to recommend, adopt or approve any Acquisition Proposal, (iii) fail to include the Company Board Recommendation in the proxy statement when disseminated to Nevro stockholders or (iv) fail to reaffirm or re-publish the Company Board Recommendation within 10 business days of being

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requested by Globus to do so or, if earlier, not later than two business days prior to the Stockholders Meeting (each of clauses (i), (ii), (iii), and (iv), a “Company Board Recommendation Change”); provided that notwithstanding the foregoing, a “stop, look and listen” communication by the Board or any committee thereof to Nevro stockholders pursuant to Rule 14d-9(f) of the Exchange Act in connection with a tender or exchange offer will not be prohibited under the terms of the Merger Agreement nor shall it be deemed a Company Board Recommendation Change or constitute a breach of the Merger Agreement. A change of the Company Board Recommendation to “neutral” is a Company Board Recommendation Change.

Notwithstanding the limitations in the preceding paragraphs or any other provision in the Merger Agreement, at any time prior to the receipt of the Nevro Stockholder Approval, the Board (or a committee thereof) may (i) in response to (x) the receipt of an Acquisition Proposal received after the date of the Merger Agreement that did not result from a breach of Nevro’s obligations relating to non-solicitation as set forth in the Merger Agreement or (y) the occurrence of an Intervening Event, effect a Company Board Recommendation Change, or (ii) in response to an Acquisition Proposal received after the date of the Merger Agreement that did not result from a breach of Nevro’s obligations relating to non-solicitation as set forth in the Merger Agreement, enter into a definitive agreement with respect to such applicable Acquisition Proposal and terminate the Merger Agreement, provided that (a) the Board (or a committee thereof) determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law, (b) in the case of receipt of an Acquisition Proposal, the Board (or a committee thereof) determines in good faith, after consultation with its financial advisor(s) and outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal, (c) Nevro provides written notice to Globus (along with definitive or other agreements including schedules and exhibits thereto relating to such Acquisition Proposal) at least five business days prior to effecting a Company Board Recommendation Change or terminating the Merger Agreement pursuant to its terms of its intent to take such action, specifying the reasons therefor (a “Change of Recommendation Notice”), (d) prior to effecting such Company Board Recommendation Change or terminating the Merger Agreement pursuant to its terms, Nevro must, and must cause its representatives to, be reasonably available to negotiate with Globus in good faith (to the extent Globus desires to negotiate) during such five business day period to make such adjustments in the terms and conditions of the Merger Agreement as would obviate the basis for a Company Board Recommendation Change or the termination of the Merger Agreement and (e) no earlier than the end of such five business day period, the Board (or a committee thereof) determines in good faith, after consultation with its financial advisor(s) and outside legal counsel, after considering any amendments to the terms and conditions of the Merger Agreement proposed by Globus in a binding written offer irrevocably made by Globus during such five business day period, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law (and, in the case of receipt of such Acquisition Proposal, that such Acquisition Proposal continues to constitute a Superior Proposal, taking into account all of the terms and conditions of the Acquisition Proposal that the Board deems relevant in furtherance of its fiduciary duties). Following delivery of a Change of Recommendation Notice in the case of a Superior Proposal, in the event of any change to the financial terms (including any change to the amount or form of consideration payable) or other material terms or conditions of such Acquisition Proposal, Nevro must provide a new Change of Recommendation Notice to Globus, and any Company Board Recommendation Change or termination of the Merger Agreement pursuant to its terms following delivery of such new Change of Recommendation Notice must again be subject to clause (c) of the immediately preceding sentence but for a period of four business days.

Notwithstanding the limitations in the preceding paragraphs or any other provision in the Merger Agreement, nothing in the Merger Agreement prohibits Nevro or the Board (or a committee thereof) from (i) taking and disclosing to Nevro stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, and (ii) making any disclosure to Nevro stockholders if the Board (or a committee thereof) determines in good faith (after consultation with its outside legal counsel) that the failure to make such disclosure would be inconsistent with its fiduciary duties to Nevro stockholders under applicable law.

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For purposes of the Merger Agreement:

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Employee Matters

During the period commencing at the Effective Time and ending on the date that is 3 months following the Effective Time, Globus will cause the surviving corporation to provide to each continuing employee during any period of such continuing employee’s employment with the surviving corporation following the closing with:

Notification of Certain Matters

Globus and Nevro shall each give reasonably prompt notice to the other party if any of the following occur after the date of the Merger Agreement: (i) receipt of any written notice to the receiving party from any third person alleging that the consent or approval of such third person is or may be required in connection with the Merger; (ii) receipt of any notice or other communication from any governmental authority or the NYSE (or any other securities market) in connection with the transactions contemplated hereby; or (iii) if Nevro obtains knowledge or Globus obtains knowledge, as applicable, of the occurrence of an event which would or would be reasonably likely to (A) prevent or materially delay the consummation of the transactions contemplated hereby or (B) result in the failure of any condition set forth in the Merger Agreement to be satisfied. In no event shall (1) the delivery of any notice by a party pursuant to the Merger Agreement limit or otherwise affect the respective rights, obligations, representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under the Merger Agreement, or (2) disclosure by Globus or Nevro be deemed to amend or supplement the disclosures made in connection with the Merger Agreement or constitute an exception to any representation or warranty.

Efforts to Consummate the Merger

Each of Nevro, Merger Sub and Globus must use their reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable, the Merger and each other transaction contemplated by the Merger Agreement, including using reasonable best efforts to (i) cause the conditions to the other party’s obligation to close to be satisfied as promptly as practicable after the date of the Merger Agreement, (ii) obtain, as promptly as practicable after the date of the Merger Agreement, and maintaining all necessary actions or non-actions and consents from governmental authorities and making all necessary registrations, declarations and filings with governmental authorities, that are necessary to consummate the Merger, (iii) upon the reasonable written request of Globus or Merger Sub, obtain all necessary or appropriate consents under material contracts to which Nevro or any of its subsidiaries is a party in connection with the Merger Agreement and the consummation of the transactions contemplated, and (iv) reasonably cooperate with the other party or parties with respect to any of the foregoing.

Subject to the terms of the Merger Agreement, each of Globus and Nevro have agreed to (i) cooperate and coordinate with the other in the identification and making of the filings required by the HSR Act, (ii) supply the other with any information and documentary material that may be required in order to make the HSR filings, (iii) supply any additional information that reasonably may be required or requested by the FTC, the DOJ or any foreign governmental authority responsible for the enforcement of any foreign antitrust law and (iv) use

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reasonable best efforts to take such actions as are necessary and advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act and any foreign antitrust laws as soon as practicable (and in any event prior by the date that is at least 5 business days before the Effective Time).

Notwithstanding the agreements and obligations set forth in the immediately preceding paragraphs or any other provision in the Merger Agreement, neither Globus nor any of its affiliates shall be required to agree to any of the following actions (and Nevro shall not agree to any of the following actions without the prior written consent of Globus): (i) selling, licensing, divesting, or otherwise disposing of or holding separate any of the capital stock, assets, business properties or other interests of Nevro, Globus or any of their respective affiliates; (ii) imposing any limitation, restriction or condition on the ability of Globus, Nevro or any of their respective affiliates to conduct their respective businesses, assets, properties or other interests, or (iii) imposing any limitation, restriction or condition on Globus, Nevro or any of their respective affiliates under any antitrust laws; provided, that, notwithstanding sections (i), (ii) and (iii) of this provision, Globus shall be required to take certain actions to obtain any applicable clearance, consent, approval or waiver under antitrust laws with respect to the Merger as agreed between Globus and Nevro prior to the execution of the Merger Agreement.

In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a governmental entity or private party challenging the Merger or any other transaction contemplated by the Merger Agreement, or any other agreement contemplated by the Merger Agreement, Nevro shall cooperate in all respects with Globus and Merger Sub and shall use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by the Merger Agreement. Notwithstanding anything in the Merger Agreement to the contrary, none of Globus, Merger Sub or any of their respective affiliates shall be required to defend, contest or resist any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed or overturned any order, in connection with the transactions contemplated by the Agreement.

To the extent permitted by applicable law or by the applicable governmental authority, each of Globus, Merger Sub and Nevro (and their respective affiliates, if applicable) must (among other things) (i) keep the other party reasonably apprised with respect to any oral communications with any governmental authority regarding the Merger and cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any governmental authority, (ii) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any governmental authority relating to the Merger, (iii) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a governmental authority relating to the Merger, (iv) give each other reasonable advance notice of all meetings and conference calls with any governmental authority relating to the Merger, (v) give each other an opportunity to participate in each of such meetings and conference calls and (vi) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other regarding, all material deliberations with respect to all efforts to satisfy related closing conditions.

Indemnification of Directors and Officers; Insurance

Globus, the surviving corporation and the surviving corporation’s subsidiaries must (and, Globus is required to cause the surviving corporation and its subsidiaries to) (i) honor and fulfill in all respects the obligations of Nevro and its subsidiaries under certain indemnification agreements entered into between Nevro and its subsidiaries, on the one hand, and any of its and their respective current and former officers and directors in effect as of the date of the Merger Agreement and made available to Globus, and the indemnification, expense advancement and exculpation provisions in the certificate of incorporation or bylaws and in the certificate of incorporation or bylaws (or equivalent governing documents) of any of Nevro’s subsidiaries, in each case as in

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effect on the date of the Merger Agreement, and (ii) during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by applicable law, indemnify and hold harmless each Indemnified Person (as defined in the Merger Agreement) against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement of or in connection with any threatened or actual action, suit, claim, proceeding, investigation, arbitration or inquiry, whether civil, criminal, administrative or investigative (each an “Indemnified Proceeding”) to the extent such Indemnified Proceeding arises directly or indirectly out of or pertains or relates directly or indirectly to (A) any action or omission or alleged action or omission in such Indemnified Person’s capacity as (or the fact that such Indemnified Person is or was) a director, officer, employee or agent of Nevro or other controlled affiliates (including as a fiduciary with respect to any employment benefit plan) or by reason of the fact that such Indemnified Person is or was serving as a director, officer, employee or agent of Nevro or its controlled affiliates or at the request of Nevro as such (including as a fiduciary with respect to any employee benefit plan) of another person (regardless, in each case, of whether such action or omission, or alleged action or omission, occurred prior to or at the Effective Time), (B) any of the transactions contemplated by the Merger Agreement or (C) the enforcement of any of the rights of such Indemnified Person (or his or her heirs or legal representatives) under the Merger Agreement. In addition, for six years after the Effective Time, the surviving corporation and its subsidiaries are required to (and Globus shall cause the surviving corporation and its subsidiaries to) cause the certificate of incorporation and bylaws of the surviving corporation to contain provisions with respect to indemnification, exculpation and advancement of expenses that are no less favorable to the Indemnified Persons than the corresponding provisions in the certificate of incorporation and bylaws of Nevro and its subsidiaries as of the date of the Merger Agreement, and during such six-year period, such provisions cannot be repealed, amended or otherwise modified in any manner adverse to such Indemnified Persons (whether by merger, consolidation, division, conversion, domestication, transfer, continuance, share exchange, operation of law, or otherwise).

For six years after the Effective Time, Globus shall cause the surviving corporation to maintain for the benefit of the directors and officers of Nevro, as of the date of the Merger Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (“D&O Insurance”) that is substantially equivalent to and in any event provides coverage not less favorable to the insured persons than Nevro’s equivalent insurance policies in effect as of the date of the Merger Agreement. However, the annual premium for the D&O Insurance shall not be in excess of 300% of the last annual premium amount paid by Nevro prior to the date of the Merger Agreement, but in such case, Globus shall cause the surviving corporation to purchase coverage as favorable to the insured persons as is available for such amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained by Nevro prior to the Effective Time. The surviving corporation will (and Globus shall cause the surviving corporation to) maintain the D&O Insurance “tail” policy in full force and effect and continue to honor their respective obligations thereunder for six years after the Effective Time.

If any Indemnified Person notifies the surviving corporation on or prior to the sixth anniversary of the Effective Time that a claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) has been made, brought or threatened against such Indemnified Person, the indemnification provisions of the Merger Agreement shall continue in effect until the final non-appealable disposition of such claim, action, suit, proceeding or investigation.

In the event that Globus or the surviving corporation (or any of their respective successors or assigns) consolidates with or merges into any other person and is not the continuing entity of such consolidation or merger, or engages in any division transaction or transfers, conveys or otherwise disposes of all or substantially all of its properties and assets to any person, then, in each case, proper provision shall be made so that the successors and assigns of Globus and the surviving corporation shall assume all of the obligations set forth in the indemnification section of the Merger Agreement.

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Convertible Notes

On the Closing Date, Globus, Merger Sub and Nevro will, as and to the extent required by the Convertible Notes Indenture, execute, and use reasonable best efforts to cause the trustee to execute, any supplemental indenture(s) required by the Convertible Notes Indenture and deliver any certificates and other documents required by the Convertible Notes Indenture to be delivered by such persons in connection with such supplemental indentures. Notwithstanding anything to the contrary in the Merger Agreement and subject to the terms described in this paragraph, prior to the Effective Time, the Company shall take all actions required under the terms of the Convertible Notes Indenture or the Convertible Notes in connection with the Merger and the other transactions contemplated by the Merger Agreement, which actions shall include, without limitation, Nevro (or its subsidiaries or other representatives, as applicable) complying with the requirements of the Convertible Notes Indenture in respect of any conversion of the Convertible Notes occurring prior to the Effective Time in accordance with the terms of the Convertible Notes Indenture.

Nevro has agreed, unless otherwise prohibited by applicable law, the Convertible Notes Indenture or the Convertible Notes, to provide Globus and its counsel as promptly as possible, and to the extent practicable, at least three (3) business days prior to issuance or delivery to review and comment on any notices, certificates, press releases, supplemental indentures, or other documents or instruments deliverable pursuant to the Convertible Notes Indenture prior to the dispatch or making thereof, and shall incorporate all reasonable comments provided by Globus and its counsel with respect thereto.

Prior to the Effective Time, Nevro shall (i) take all actions reasonably requested by Globus in connection with making elections under, amending, negotiating adjustments, obtaining waivers or unwinding or otherwise settling the Convertible Notes Hedge Transactions (as defined in the Merger Agreement), (ii) promptly advise Globus of any notices or other communications with the counterparties to the Convertible Notes Hedge Transactions in respect of any settlement or termination thereof or adjustment thereto (including any adjustments arising out of an “Announcement Event” (as defined in the Bank Warrant Transactions (as defined in the Merger Agreement))) and (iii) cooperate with Globus with respect to its efforts to settle, terminate or amend the Convertible Notes Hedge Transactions and the negotiation of any termination or settlement payment or valuation related thereto or the negotiation of any amendment thereto, as applicable. However, Nevro shall not (x) exercise any right that it may have to terminate, or cause the early settlement, exercise or cancellation of, the Convertible Notes Hedge Transactions (other than any exercise or termination contemplated by the applicable Bond Hedge Transaction upon any conversion of the applicable Convertible Notes prior to the Effective Time) (it being agreed that the Nevro shall notify Globus in writing as promptly as practicable prior to any such exercise or termination) or (y) agree to amend, modify or supplement the terms relating to, or agree to any amount due upon, the termination or settlement thereof, in each case of clauses (x) and (y), without the prior written consent of Globus; provided further, that nothing in the Merger Agreement will require the Nevro to (A) pay any fees, incur or reimburse any costs or expenses, or make any payment in connection with any Convertible Notes Hedge Transactions prior to the Effective Time, (B) enter into or effect any settlement, termination, instrument or agreement, or agree to any settlement, termination or any other change or modification to any instrument or agreement, that is effective prior to the Effective Time or (C) refrain from delivering, or delay the delivery of, any notice required by the terms of the Convertible Notes Hedge Transactions or a notice contemplated by the applicable Bond Hedge Transaction (as defined in the Merger Agreement) in connection with a Specified Exercise (it being understood that the Nevro will provide Globus with prior notice of any such delivery with an opportunity to common the relevant notice).

Miscellaneous Covenants

The Merger Agreement contains additional agreements among Nevro, Globus and Merger Sub relating to, among other matters:

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Conditions to the Merger

The respective obligations of Nevro, Globus and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any and all of which may be waived in whole or in part by mutual consent of Globus, Merger Sub and Nevro, to the extent permitted by applicable law:

The obligations of Globus and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any and all of which may be waived in whole or in part by mutual consent of Globus and Merger Sub, to the extent permitted by applicable law:

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The obligations of Nevro to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any and all of which may be waived in whole or in part by the Company, to the extent permitted by applicable law:

Termination

The Merger Agreement may be terminated and the transactions contemplated thereby may be abandoned, at any time prior to the Effective Time, as follows:

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Any party terminating the Merger Agreement pursuant to the foregoing shall give prompt written notice of such termination to the other party or parties to the Merger Agreement, as applicable.

Termination Fee; Certain Expenses

Nevro must pay to Globus the Nevro Termination Fee in an amount equal to $15,000,000 by wire transfer of immediately available funds to an account or accounts designated in writing by Globus in the event that the Merger Agreement is terminated:

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Nevro must pay to Globus the Nevro Termination Fee in an amount equal to $10,000,000 by wire transfer of immediately available funds to an account designated in writing by Globus in the event that the Merger Agreement is terminated by Globus or Nevro because the Nevro Stockholder Approval has not been obtained upon a vote taken at the Special Meeting (including any adjournment or postponement thereof).

Globus must pay to Nevro the Globus Termination Fee in an amount equal to $15,000,000 by wire transfer of immediately available funds (within two business days of any such termination) in the event that the Merger Agreement is terminated by Nevro because (A) (i) Globus and or Merger Sub has breached or otherwise failed to perform any of their respective covenants or agreements, or other obligations under the Merger Agreement, or any of the representations and warranties of Globus and Merger Sub set forth in the Merger Agreement has become inaccurate, which breach, failure to perform or inaccuracy, individual or in the aggregate without such breaches, failures to perform or inaccuracies, would reasonably be expected to prevent, materially impede or materially delay the ability of Globus or Merger Sub to consummate the transactions contemplated by the Merger Agreement (including the Merger), (ii) such breach, failure to perform or inaccuracy of Globus and/or Merger Sub is not capable of being cured by the Termination Date or is not cured within 20 business days following Nevro’s delivery of written notice to Globus of such breach, failure to perform or inaccuracy and (iii) Nevro is not in breach of the Merger Agreement such that Globus has the right (or would have the right following notice and opportunity to cure, if applicable) to terminate the Merger Agreement pursuant to certain provision in the Merger Agreement; and (B) at the time of such termination, all other closing conditions set forth in the Merger Agreement have been satisfied or validly waived (except for those conditions that by their terms must be satisfied at the closing; provided that such conditions would have been so satisfied if the closing would have occurred on the date of such termination).

In no event shall either party be required to pay the Nevro Termination Fee or the Globus Termination Fee, as applicable, on more than one occasion, whether or not the applicable termination fee would be payable under more than one provision of the Merger Agreement at the same or at different times.

The Merger Agreement further provides that in the event Nevro or Globus fails to pay any termination fee that becomes due pursuant to, and within the time frame provided in, the Merger Agreement, and Nevro or Globus commences a legal proceeding resulting in a judgment against Nevro or Globus, as applicable, for any portion of the fees or expenses due, Nevro or Globus, as applicable, will be required to pay to Nevro or Globus, as applicable, its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in prosecuting such legal proceeding, together with interest on the amount of the applicable termination fee for the date such payment was required to be made until the date that payment was actually received.

Other than in the case or fraud or a willful breach of the Merger Agreement, any termination fee payable by Nevro or Globus will be the sole and exclusive remedy of Nevro, Globus, and Merger Sub, and their related parties, as applicable. In the event Globus receives the Nevro Termination Fee in circumstances in which it is payable by Nevro, Nevro will have no further liability to Globus or Merger Sub under the Merger Agreement except in certain limited circumstances. Similarly, if Nevro receives the Globus Termination Fee in

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circumstances in which it is payable by Globus, Globus will have no further liability to Nevro under the Merger Agreement except in certain limited circumstances.

Expenses Generally

Except as otherwise described above or provided in the Merger Agreement, whether or not the Merger is consummated, Nevro, Globus and Merger Sub are each responsible for all of their respective costs and expenses incurred in connection with the Merger and the transactions contemplated by the Merger Agreement.

Specific Performance

The parties to the Merger Agreement are entitled (in addition to any other remedy to which they may be entitled in law or equity) to an injunction to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement.

Amendments; Waiver

Any provision of the Merger Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to the Merger Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective.

Governing Law and Jurisdiction

The Merger Agreement, including any claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to the Merger Agreement, or the negotiation, execution or performance thereof or the transactions contemplated thereby, is governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Any action or lawsuit seeking to enforce any provision of, or based on any matter arising out of or in connection with, the Merger Agreement or the transactions contemplated thereby (whether brought by any party or any of its affiliates or against any party or any of its affiliates) is required to be brought in the Delaware Court of Chancery or, if such court does not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court.

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THE VOTING AND SUPPORT AGREEMENT

The following is a summary of selected material provisions of the Voting Agreement and is qualified in its entirety by reference to the full text of the Voting Agreement. This summary does not purport to be complete and may not contain all of the information about the Voting Agreement that may be important to you. You are encouraged to read the Voting Agreement carefully and in its entirety. A copy of the Voting Agreement is attached as Annex C to this proxy statement and is incorporated into this proxy statement by reference.

Voting Provisions

Pursuant to the terms of the Voting Agreement, Nevro’s directors and executive officers have agreed to vote all of their Company Shares in the following manner:

As of February 5, 2025, Supporting Stockholders held voting power over 1,027,289 Company Shares (approximately 2.71% of the outstanding Company Shares).

In addition, the Supporting Stockholders have appointed Nevro as the Supporting Stockholders’ attorney-in-fact and proxy, with full power of substitution and resubstitution, to vote or act by written consent with respect to the Supporting Stockholders’ Company Shares in accordance with the terms of the Voting Agreement.

Except as described above, nothing in the Voting Agreement limits the rights of the Supporting Stockholders to vote in favor of or against, or abstain with respect to, any other matter presented to the Nevro stockholders. The Voting Agreement is entered into only in the Supporting Stockholders’ capacity as stockholders.

Restrictions on Transfer

Under the terms of the Voting Agreement, the Supporting Stockholders have agreed that prior to termination of the Voting Agreement, the Supporting Stockholders shall not, subject to certain limited exceptions, directly or indirectly:

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Termination

The Voting Agreement will terminate upon the earliest of:

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PROPOSAL NO. 1: APPROVAL OF THE MERGER PROPOSAL

The Merger Proposal

We are asking you to approve a proposal to adopt the Merger Agreement, which we refer to as the “Merger Proposal.” For a detailed discussion of the terms and conditions of the Merger Agreement, see “The Merger Agreement” beginning on page 74 of this proxy statement. A copy of the Merger Agreement is attached to this proxy statement as Annex A. See also “The Merger” beginning on page 36 of this proxy statement.

Vote Required

As described under “The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page 46 of this proxy statement, after considering various factors described in such section, the Board has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, Nevro and our stockholders. The Board has unanimously approved and declared advisable the execution and delivery by Nevro of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, and the Board recommends that you vote “FOR” the Merger Proposal.

Under Delaware law, approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding Company Shares entitled to vote thereon as of the Record Date. Each Company Share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Special Meeting. If a stockholder signs and returns a proxy and does not indicate how he, she or it wishes to vote on the Merger Proposal, such stockholder’s Company Shares will be voted in favor of the Merger Proposal.

Abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” the Merger Proposal.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE MERGER PROPOSAL.

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PROPOSAL NO. 2: ADVISORY VOTE ON THE MERGER COMPENSATION PROPOSAL

The Merger Compensation Proposal

As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, Nevro is required to submit a proposal to Nevro stockholders for a non-binding, advisory vote to approve certain compensation that may be paid or become payable to the named executive officers of Nevro that is based on or otherwise relates to the Merger, as determined in accordance with Item 402(t) of Regulation S-K. This compensation is summarized in the table set forth below, including the footnotes to the table. This proposal is commonly known as a “say-on-golden parachute proposal,” and we refer to it as the “Merger Compensation Proposal.”

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger, assuming the Merger is consummated on the latest practicable date prior to the filing of this proxy statement, or    .

Please note that the amounts indicated below are estimates based on the material assumptions described below, which may or may not actually occur. Some of these assumptions are based on information that is currently available and, as a result, the actual amounts, if any, that may become payable to a named executive officer may differ in material respects from the amounts set forth below. For purposes of this disclosure, “single-trigger” refers to payments and benefits that arise solely as a result of the completion of the Merger and “double-trigger” refers to payments and benefits that require two conditions, which are the completion of the Merger and a qualifying termination of employment.

Furthermore, for purposes of calculating such amounts, we have assumed:

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Quantification of Potential Payments and Benefits to Nevro’s Named Executive Officers

Under Mr. Thornal’s employment agreement with Nevro, if Mr. Thornal experiences a qualifying termination during the specified change in control period, he would be entitled to the following, subject to his execution and non-revocation of a general release of claims: a lump sum payment equal to the sum of (A) 24 months of his annual base salary plus (B) two times his target bonus assuming achievement of performance goals at target, in each case, as in effect as of his termination date.

Under their respective change in control severance agreements, if Mr. MacLeod, Mr. Rashid, or Mr. Siller, respectively, experience a qualifying termination during the specified change in control period, they would, respectively, be entitled to the following, subject to their execution and non-revocation of a general release of claims: a lump sum payment equal to the sum of (A) 18 months of annual base salary, plus (B) 1.5 times their target annual bonus assuming achievement of performance goals at target, in each case, at the rate in effect immediately prior to their respective termination date.

The following table quantifies each separate form of cash severance compensation included in the aggregate total reported in this column.

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