Alphatec Holdings reports $221.17M revenue

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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As of July 28, October 22, 2026, there were 154,451,076 155,139,824 sha res of the registrant s common stock outstanding.

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Financial statements 29 changes

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Accounts receivable, net of allowances of $ 11,180 11,672 and $ 12,685 , respectively

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June September 30, 2026 and December 31, 2025; 3,319 shares issued and outstanding at June September 30, 2026 and December 31, 2025

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Common stock, $ 0.0001 par value; 400,000 authorized; 154,491 155,220 shares issued and outstanding at June September 30, 2026; and 150,257 shares issued and outstanding at December 31, 2025

Treasury stock, 1,808 shares, at cost at June September 30, 2026 and December 31, 2025 ( 25,097 ( 25,097

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Operating income (loss)

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(Loss) Gain on derivative liability

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Income tax provision (benefit)

Income tax (benefit) provision

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Stock-based compensation

Common stock issued for stock option exercises

Common stock issued for vesting of

performance and restricted stock

awards, net of shares retained

Common stock issued for asset acquisition

Foreign currency translation adjustments

Balance at September 30, 2026

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Stock-based compensation

Common stock issued for stock option exercises

Common stock issued for vesting of

performance and restricted stock

awards, net of shares retained

Foreign currency translation adjustments

Balance at September 30, 2025

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Six Months Ended June 30,

Nine Months Ended September 30,

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Cash paid for equity investment

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Repayment of convertible notes

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Payments related to tax withholdings for share-based compensation ( 6,085 ( 645 3,735 ( 1,868 ( 706

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Common stock issued for asset acquisition

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Note 1: Organization and Significant Accounting Policies 2 changes

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The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ( SEC ). Pursuant to these rules and regulations, the Company has condensed or omitted certain information and footnotes it normally includes in its annual consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America ( U.S. GAAP ). The unaudited interim condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the Company s audited consolidated financial statements for the year ended December 31, 2025, which are included in the Company s Annual Report on Form 10-K that was filed with the SEC. Operating results for the six nine months ended June September 30, 2026 are not necessarily indicative of the results that may be expected for the full year or any other future periods.

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The Company records a lower of cost or net realizable value ( LCNRV ) inventory reserve for estimated excess and obsolete inventory based upon its expected use of inventory on hand. The Company s inventory, which consists primarily of specialized implants, fixation products, and biologics, is at risk of obsolescence due to the need to maintain substantial levels of inventory. In order to market its products effectively and meet the demands of interoperative intraoperative product placement, the Company maintains and provides surgeons and hospitals with a variety of inventory products and sizes. For each surgery, fewer than all components will be consumed. The need to maintain and provide a wide variety of inventory causes inventory to be held that is not likely to be used.

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Note 2: Fair Value Measurements 3 changes

Assets and liabilities measured at fair value on a recurring basis include the following as of June September 30, 2026, and December 31, 2025 (in thousands):

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The fai r value, based on a quoted market price (Level 1), of the Company s outstanding 0.75 % Convertible Senior Notes due 2026 (the "2026 Notes") was approxim ately $ 63.0 million at June 30, 2026 and approximately $ 79.0 million at December 31, 2025.

The fair value, based on a quoted market price (Level 1), of the Company s outstanding 0.75 % Convertible Senior Notes due 2030 (the "2030 Notes") was approxim ately $ 386.6 407.3 million at June September 30, 2026 and approximately $ 618.0 million at December 31, 2025 .

Note 4: Property and Equipment, net 1 change

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Total depreciation and amortization expense was $ 15.2 15.8 million and $ 29.8 45.6 million for the three and six nine months ended June September 30, 2026, respectively. Total depreciation and amortization expense was $ 15.0 14.9 million and $ 30.8 45.7 million for the three and six nine months ended June September 30, 2025, respectively. Construction in progress is not depreciated until placed in s ervice. Property and equipment, net includes assets under financing leases and the related amortization of assets under financing leases is included in depreciation and amortization expense.

Note 5: Goodwill and Intangible Assets 3 changes

The change in the carrying amount of goodwill during the period ended June September 30, 2026, includes the following (in thousands):

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Total amortization expense attributed to intangible assets was $ 4.6 4.7 million and $ 9.1 13.8 million for the three and six nine months ended June September 30, 2026 , respectively. Total amortization expense attributed to intangible assets was $ 4.3 million and $ 8.5 12.7 million for the three and six nine months ended June September 30, 2025, respectively. Software in development is amortized when the projects are completed and the assets are ready for their intended use. In-process research and development assets begin amortizing when the relevant products reach full commercial launch.

In July 2026, the Company completed an asset acquisition of in-process research and development assets with alternative future use for fixed consideration of approximately $ 8.8 million, with additional contingent consideration of up to $ 14.5 million payable upon the achievement of certain future milestones.

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Note 6: Contract Assets and Contract Liabilities 1 change

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The Company recognized $ 2.5 0.8 million and $ 7.4 8.2 million of revenue from the opening contract liabilities balance for the three and six nine months ended June September 30, 2026 , respectively.

Note 7: Debt 27 changes

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In May 2026, the Company entered into a senior secured credit agreement (the Credit Agreement ) with JP Morgan Chase Bank, N.A., as administrative agent, and the lenders and issuing banks party thereto. The Credit Agreement provides for (i) a $ 175.0 million term loan facility (the JPM Term Loan ) and (ii) a $ 125.0 million revolving credit facility (the JPM Revolving Credit Facility and, together with the JPM Term Loan, the JPM Credit Facilities ). The JPM Credit Facilities mature on May 1, 2031 , subject to a springing maturity if, as of December 14, 2029, the Company fails to maintain specified liquidity thresholds in relation to the Company s outstanding 0.75 % Convertible Senior Notes due 2030 Notes. The Credit Agreement also provides for an incremental accordion feature that permits the Company to incur additional term loans or increase revolving commitments in an aggregate amount up to the greater of $ 150.0 million and 100% of Consolidated EBITDA (as defined in the Credit Agreement), subject to customary conditions. On May 1, 2026 (the "Closing Date"), the Company borrowed the full $ 175.0 million of the JPM Term Loan and $ 40.0 million under the JPM Revolving Credit Facility. Proceeds were used, together with cash on hand, to repay in full all outstanding obligations under the Company s prior revolving credit facility with MidCap Financial Trust ("MidCap Revolving Credit Facility") and term loan with Braidwell Transaction Holdings, LLC (the "Braidwell Term Loan"), which were concurrently terminated.

Borrowings under the JPM Credit Facilities bear interest at a rate equal to, at the Company s election, the Term SOFR Rate or the Alternate Base Rate (each as defined in the Credit Agreement), plus an applicable margin determined by reference to the Company s Senior Secured Net Leverage Ratio (as defined in the Credit Agreement). The applicable margin ranges from 1.00 % to 2.50 % for Alternate Base Rate loans and 2.00 % to 3.50 % for Term SOFR loans. The JPM Revolving Credit Facility also carries an unused commitment fee ranging from 0.20 % to 0.35 % per annum based on the Company's Senior Secured Net Leverage Ratio. As of June September 30, 2026, , the outstanding balance under the JPM Term Loan was $ 175 173.9 million and the outstanding balance under the JPM Revolving Credit Facility was $ 40 70 million . The JPM Credit Facilities are classified as long-term debt on the condensed consolidated balance sheets as of June September 30, 2026.

The applicable and effective interest rates for the JPM Revolving Credit Facility and JPM Term Loan as of June September 30, 2026 were 6.4 % and 6.7 6.8 %, , respectively. During the three and six nine months ended June September 30, 2026 , the Company recognized interest expense on the JPM Credit Facilities of $ 2.4 4.1 million and $ 6.5 million, respectively, which includes an immaterial amount $ 0.1 million for the amortization of debt issuance costs in each period and $ 0.1 0.2 million and $ 0.3 million for the amortization of debt discount, during the three and nine months ended September 30, 2026, respectively. Upon the JPM Credit Facilities' maturity, any outstanding principal balance, unpaid accrued interest, and all other obligations under the JPM Credit Facilities will be due and payable.

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In conjunction with obtaining the JPM Credit Facilities, the Company incurred $ 1.4 million in debt issuance costs. Costs attributable to the JPM Term Loan were recorded as a direct reduction of the carrying value of the debt on the condensed consolidated balance sheets and are being amortized over the life of the Credit Agreement using the effective interest method. Costs attributable to the JPM Revolving Credit Facility were capitalized to other assets on the condensed consolidated balance sheets and are also being amortized over the life of the Credit Agreement. As of June September 30, 2026, debt issuance costs, net of accumulated amortization, associated with the JPM Credit Facilities were $ 1.3 million.

In conjunction with the issuance of the JPM Credit Facilities, the Company incurred $ 3.1 million in commitment fees. Commitment fees attributable to the JPM Term Loan were recorded as a direct reduction of the carrying value of the debt on the condensed consolidated balance sheets and are being amortized over the life of the Credit Agreement using the effective interest method. Commitment fees attributable to the JPM Revolving Credit Facility were capitalized to other assets on the condensed consolidated balance sheets and are also being amortized over the life of the Credit Agreement. As of June September 30, 2026 , debt discount, net of accumulated amortization, associated with the JPM Credit Facilities was $ 3.0 2.8 million.

The JPM Credit Facilities are secured by substantially all of the assets of the Company, subject to customary exclusions. The Credit Agreement contains representations, warranties, and affirmative and negative covenants customary for financings of this type. The Credit Agreement requires the Company to maintain (i) a Senior Secured Net Leverage Ratio not exceeding 3.00 to 1.00 (subject to a step-up to 3.50 to 1.00 following the completion of certain permitted acquisitions) and (ii) a Fixed Charge Coverage Ratio of at least 2.00 to 1.00 , each tested quarterly commencing with the fiscal quarter ending September 30, 2026. Under the Credit Agreement, obligations may be accelerated upon the occurrence of certain customary events of default, including nonpayment of principal or interest, breach of covenants or representations, cross-default to other material indebtedness, bankruptcy or insolvency, and a change of control of the Company. The Company is in compliance with all required financial covenants as of September 30, 2026.

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Holders of the 2030 Notes have the right to convert their notes in certain circumstances and during specified periods. Prior to the close of business on the business day immediately preceding September 17, 2029, holders may convert all or a portion of their 2030 Notes only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) if the last reported sale price of the Company s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than 130 % of the conversion price on each applicable trading day; (2) during the 5 consecutive business days immediately after any 10 consecutive trading day period (the measurement period ) in which the trading price per $ 1,000 principal amount of 2030 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company s common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events or the calling of the 2030 Notes for redemption. From and after September 17, 2029 , holders of the 2030 Notes may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. As of June September 30, 2026, none of the conditions permitting the holders of the 2030 Notes to convert have been met. The 2030 Notes are classified as long-term debt on the condensed consolidated balance sheets as of June September 30, 2026.

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At the time of issuance, the Company determined that the 2030 Notes had an embedded conversion option that met the criteria to be bifurcated and accounted for separately from the 2030 Notes. The Company initially recorded the fair value of the embedded conversion option as a derivative liability and the principal amount of the 2030 Notes as a long-term liability, net of debt discount and deferred issuance costs. In June 2025, conditions necessary for separate accounting of the conversion option as a derivative liability were not met. Accordingly, the conversion option derivative liability was remeasured as of the date of the change and subsequently reclassified to additional paid-in capital on the Company s condensed consolidated statements of shareholders (deficit) equity. The annual effective interest rate for the 2030 Notes is 9.1 % . The Company recognized interest expense on the 2030 Notes of $ 6.9 7.0 million and $ 13.4 20.4 million during the three and six nine months ended June September 30, 2026, respectively, which includes $ 6.0 6.2 million and $ 11.8 18.0 million for the amortization of debt discount costs, respectively. The Company recognized interest expense on the 2030 Notes of $ 6.3 6.5 million and $ 8.0 14.4 million during the three and six nine months ended June September 30, 2025 , respectively, which includes $ 5.6 5.7 million and $ 7.0 12.7 million for the amortization of debt discount costs, respectively. The Company uses the if-converted method for assumed conversion of the 2030 Notes to compute the weighted-average shares of common stock outstanding for diluted earnings per share, if applicable.

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The 2030 Capped Call Transactions meet all of the applicable criteria for equity classification, and as a result, the related $ 42.5 million cost was recorded as a reduction to additional paid-in capital on the Company s condensed consolidated statements of shareholders stockholders (deficit) equity.

On January 6, 2023, the Company entered into a $ 150.0 million term loan credit facility with Braidwell Transaction Holdings, LLC. The Braidwell Term Loan ). The Braidwell Term Loan provides for an initial term loan of $ 100.0 million which was funded on the closing date. On September 28, 2023, the Company drew an additional $ 50.0 million (the delayed draw term loan(s) or the DDTL ). On October 29, 2024, the Company entered into an amendment of the Braidwell Term Loan, which provides for an additional term loan of $ 50.0 million, subject to the terms of the original term loan credit facility.

On May 1, 2026, the Company repaid all obligations under its existing Braidwell Term Loan facility, including $ 200.0 million of principal, $ 6.5 million of exit fees and $ 1.6 million of accrued interest. As a result of the early termination of the Braidwell Term Loan, the Company recorded a $ 9.9 million loss on debt extinguishment, consisting of $ 5.9 million related to the write-off of unamortized debt issuance costs and exit fees and $ 4.0 million of prepayment fees. The loss is included in loss on debt extinguishment on the condensed consolidated statements of operations for the three and six nine months ended June September 30, 2026.

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In September 2022, the Company entered into a revolving credit facility (the Revolving Credit Facility ) with entities affiliated with MidCap Fin ancial Financial Trust. ( MidCap ). The MidCap Revolving Credit Facility originally provided up to $ 50.0 million in borrowing capacity to the Company with an accordion feature up to $ 75.0 million in borrowing capacity, based on a defined borrowing base. The borrowing base is calculated based on certain accounts receivable and inventory assets. The Company subsequently exercised the accordion feature and increased the borrowing capacity by $ 25.0 million up to the full $ 75.0 million borrowing capacity.

On May 1, 2026, the Company repaid all obligations under its existing MidCap Revolving Credit Facility, including $ 12.5 million of principal and $ 0.1 million of accrued interest. As a result of the early termination of the MidCap Revolving Credit Facility, the Company recorded a $ 2.0 million loss on debt extinguishment, consisting of $ 0.4 million related to the write-off of unamortized debt issuance costs and $ 1.6 million of prepayment fees. The loss is included in loss on debt extinguishment on the condensed consolidated statements of operations for the three and six nine months ended June September 30, 2026.

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In August 2021, the Company issued $ 316.3 million aggregate principal amount of unsecured 2026 Notes with a stated interest rate of 0.75 % and a maturity date of August 1, 2026 . Interest on the 2026 Notes is was payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2022 . The net proceeds from the sale of the 2026 Notes were approximately $ 306.2 million after deducting the initial purchasers offering expenses. The 2026 Notes do did not contain any financial covenants.

The 2026 Notes are were convertible into shares of the Company s common stock based upon an initial conversion rate of 54.5316 shares of the Company s common stock per $ 1,000 principal amount of 2026 Notes (equivalent to an initial conversion price of approximately $ 18.34 per share). The conversion rate will be was subject to adjustment upon the occurrence of certain specified events, including certain distributions and dividends to all or substantially all of the holders of the Company s common stock. Based on the terms of the 2026 Notes, when a conversion notice is was received, the Company has had the option to pay or deliver cash, shares of the Company s common stock, or a combination thereof.

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If a fundamental change occurs prior to the maturity date, holders may require the Company to repurchase all or a portion of their 2026 Notes for cash at a price equal to 100 % of the principal amount of the 2026 Notes plus accrued and unpaid interest. No principal payments are otherwise due on the 2026 Notes prior to maturity.

The outstanding principal amount and carrying value of the 2026 Notes consists of the following (in thousands):

Unamortized debt issuance costs

The 2026 Notes are were redeemable, in whole or in part, at the Company s option at any time, and from time to time, on or after August 6, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company s common stock exceeds 130 % of the conversion price for a specified period of time. In addition, calling any of the 2026 Notes for redemption will constitute would have constituted a make-whole fundamental change with respect to the redeemable note, in which case the conversion rate applicable to the conversion of the redeemed note will be would have increased in certain circumstances if such note is was converted after it is was called for redemption. In March 2025, the Company repurchased 80 % of the 2026 Notes for $ 268.4 million. The Company determined that the redemption of the 2026 Notes should be accounted for as a partial extinguishment of the 2026 Notes. As a result of the partial extinguishment, the Company wrote off $ 2.3 million of the unamortized debt issuance costs and debt discou nt. The Company recorded a loss on debt extinguishment of $ 17.6 million during the six nine months ended June September 30, 2025.

On July 30, 2026, the Company repaid the $ 63.3 million aggregate principal amount outstanding under the 2026 Notes net of unamortized debt issuance costs, are classified in cash. As short-term debt on a result, no amounts remain outstanding under the consolidated balance sheets as of June 30, 2026 Notes, and the Company has no further obligations under the 2026 Notes. The annual effective interest rate for the 2026 Notes is was 1.4 % . The Company recognized interest expense on the 2026 Notes of $ 0.2 0.1 million and $ 0.4 0.5 million during the three and six nine months ended June September 30, 2026 , respectively, which includes $ 0.1 million an immaterial amount and $ 0.2 million for the amortization of debt issuance costs, respectively. The Company recognized interest expense on the 2026 Notes of $ 0.2 million and $ 1.0 1.3 million during the three and six nine months ended June September 30, 2025 , respectively, which includes $ 0.1 million and $ 0.5 0.7 million for the amortization of debt issuance costs, respectively. The Company uses the if-converted method for assumed convers ion of the 2026 Notes to compute the weighted-average shares of common stock outstanding for diluted earnings per share, if applicable.

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The Capped Call Transactions are separate transactions and are not part of the terms of the 2026 Notes and will not affect any holder s rights under the 2026 Notes. Holders of the 2026 Notes will not have any rights with respect to the Capped Call Transactions.

Other Debt Agreements

The Company has two loan agreements under French government sponsored COVID-19 relief initiatives ( PGE loans) which mature in 2027. Monthly and quarterly installments of principal and interest under each PGE loan agreement is due until the original principal amounts and applicable interest is fully rep aid in 2027. The outstanding obligation under each PGE loan as of June 30, 2026 wa s $ 0.9 million and $ 0.4 million at weighted average interest rates of 0.98 % and 1.25 % , respectively, and weighted average costs of the state guaranty of 0.69 % and 1.0 % , respectively.

In connection with the offering of the 2026 Notes, the Company entered into privately negotiated capped call transactions (the Capped Call Transactions ) with certain financial institutions. The Capped Call Transactions are were expected generally to reduce the potential dilution and/or offset the cash payments the Company is was required to make in excess of the principal amount of the 2026 Notes upon conversion of the 2026 Notes in the event that the market price per share of the Company s common stock is was greater than the strike price of the Capped Call Transactions with such reduction and/or offset subject to a cap. The Capped Call Transactions have had an initial cap price of $ 27.68 per share of the Company s common stock, which represents a premium of 100 % over the last reported sale price of the Company s common stock on August 5, 2021, and is were subject to certain adjustments under the terms of the Capped Call Transactions. Collectively, the Capped Call Transactions cover, covered, initially, the number of shares of the Company s common stock underlying the 2026 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2026 Notes. The cost of the Capped Call Transactions was approximately $ 39.9 million. Following the repayment of the 2026 Notes, the Capped Call Transactions associated with the 2026 Notes have expired.

Principal payments remaining on the Company's debt are as follows as of June September 30, 2026 (in thousands):

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Less: current portion of long-term debt

Less: Short-term debt

Note 8: Commitments and Contingencies 7 changes

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On September 18, 2026, the Company entered into an amendment to the lease for its corporate headquarters in Carlsbad, California. The amendment extends the lease term from January 31, 2031 to July 31, 2039. The Company accounted for the amendment as a lease modification and remeasured the lease liability and related right-of-use asset as of the modification date.

Also on September 18, 2026, the Company entered into a lease for approximately 21,000 square feet of office, research and development, and warehouse space in Carlsbad, California, expiring July 31, 2039. As of September 30, 2026, the lease had not yet commenced. It will commence upon substantial completion of tenant improvements under the lease, no later than May 2027.

The Company leases office and storage facilities and equipment under various operating and financing lease agreements. The initial terms of these leases range from 1 to 10 13 years and generally provide for periodic rent increases. The Company s lease agreements do not contain any material variable lease payments, residual value guarantees or material restrictive covenants. The Company aggregates all lease and non-lease components for each class of underlying assets into a single lease component and variable charges for common area maintenance and other variable costs are recognized as expense as incurred. Total variable costs associated with leases for the three and six nine months ended June September 30, 2026 were immaterial. The Company had an immaterial amount of financing leases as of June September 30, 2026, which is included in property and equipment, net, accrued expenses and other current liabilities, and other long-term liabilities, on the condensed consolidated balance sheets.

Future minimum annual lease payments for all operating leases of the Company are as follows as of June September 30, 2026 (in thousands):

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The Company s weighted average remaining lease term and weighted average discount rate as of June September 30, 2026 and December 31, 2025 are as follows:

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Purchase Commitments

The Company is obligated to meet certain minimum purchase commitment requirements with a third-party supplier through December 2026. As of June 30, 2026, the remaining minimum purchase commitment required by the Company under the agreement is $ 2.4 million.

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Note 9: Stock-Benefit Plans and Equity Transactions 7 changes

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As of June September 30, 2026, there wa s $ 96.8 77.8 million of unrecognized compensation expense for RSUs and PRSUs to be recognized over a weighted average period of 2.0 1.8 years.

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The Company issued 375,682 530,925 and 4,700,362 5,268,287 shares of common stock, before net share settlement, upon vesting of RSUs and PRSUs during the three and six nine months ended June September 30, 2026 , respectively. The Company issued 385,769 450,116 and 3,915,180 4,365,296 shares of common stock, before net share settlement, upon vesting of RSUs and PRSUs during the three and six nine months ended June September 30, 2025, respectively.

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Employees are eligible to participate in the Employee Stock Purchase Plan ("ESPP") approved by its shareholders. During the three and six months ended June September 30, 2026 , there were 222,063 and 2025, no shares were issued under the ESPP. During the three and six nine months ended June September 30, 2026 and 2025, , there were 319,220 approximately 222,100 shares and 319,000 shares, respectively, were issued under the ESPP.

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Three and Six Nine Months Ended

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In connection with debt financing entered into with Squadron Medical Finance Solutions, LLC ("Squadron Medical") in 2018, and amended in 2019 and 2020, the Company issued common stock warrants to Squadron Medical and a participant lender (the Squadron Medical Warrants ). The Squadron Medical Warrants expire in May 2027 and are exercisable by cash or cashless exercise. No Squadron Medical Warrants have been exercised as of June September 30, 2026.

The Company issued warrants to its Chairman and Chief Executive Officer (the Executive Warrants ). The Executive Warrants had a nine-year term and are exercisable by cash or cashless exercise. In August 2026, the term of the Executive Warrants was extended to 13 years , resulting in a revised expiration date of December 2030 . No Executive Warrants have been exercised as of June September 30, 2026.

A summary of all outstanding warrants for common stock as of June September 30, 2026, is as follows (in thousands, except for strike price data):

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Note 12: Income Taxes 1 change

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The Company s effective tax rate from operations w as ( 0.61 26 .71 % and ( 0.35 2 .67 % for the three and six nine months ended June September 30, 2026 , respectively. The Company's effective tax rate from operations was 0.09 ( 0.26 %) and 0.11 0.02 % for the three and six nine months ended June September 30, 2025 , respectively. The Company s effective tax rate differs from the federal statutory rate of 21 % in each period primarily due to the Company s net loss position and valuation allowance.

Note 13: Related Party Transactions 1 change

The Company purchases inventory from an affiliate of Squadron Capital, LLC (the Squadron Supplier Affiliate ). David Pelizzon, President and Director of Squadron Capital, LLC, currently serves on the Company s Board of Directors. For the three and six nine months ended June September 30, 2026, the Company purchased inventory in the amounts of $ 5.8 6.7 million and $ 11.4 18.1 million, respectively, from the Squadron Supplier Affiliate. For the three and six nine months ended June September 30, 2025 , the Company purchased inventory in the amounts of $ 2.3 3.1 million and $ 5.1 8.2 million, respectively, from the Squadron Supplier Affiliate. As of June September 30, 2026, and December 31, 2025, the Company had $ 10.9 7.3 million and $ 2.6 million, respectively, due to the Squadron Supplier Affiliate, for inventory purchases.

MD&A 36 changes

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JP Morgan Credit Agreement

In May 2026, we entered into a senior secured credit agreement (the "Credit Agreement") with JP Morgan Chase Bank, N.A., consisting of a $175.0 million term loan facility (the "JPM Term Loan") and a $125.0 million revolving credit facility (the "JPM Revolving Credit Facility" and, together with the JPM Term Loan, the "JPM Credit Facilities"), each maturing on May 1, 2031. On May 1, 2026, we borrowed $175.0 million under the term loan and $40.0 million under the revolving credit facility. We used the proceeds, together with cash on hand, to repay in full all outstanding obligations under our prior Braidwell term loan and MidCap revolving credit facility, which were concurrently terminated. The new credit facilities bear interest at variable rates based on Term SOFR or an alternate base rate, plus an applicable margin, and are subject to customary financial maintenance covenants and other terms.

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Our discussion and analysis of our financial condition and results of operations is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions, including those related to revenue recognition, allowances for accounts receivable, inventories, intangible assets, stock-based compensation, and income taxes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumption conditions.

Critical accounting policies are those that, in management s view, are most important in the portrayal of our financial condition and results of operations. Management believes there have been no material changes during the three months ended June September 30, 2026, to the critical accounting policies discussed in the Management s Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC.

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Revenue from products and services increased $28.0 $24.7 million, or 15%, 13%, and $50.9 $75.6 million, or 14%, for the three and six nine months ended June September 30, 2026, respectively, compared to the same periods in 2025. The increase was primarily due to an increase in product volume that was due to the increase in our surgeon user base, continued expansion of our new product portfolio, and increasing adoption of our technology.

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Cost of sales increased $3.0 $3.7 million, or 5%, 6%, and $5.4 $9.1 million, or 5% for the three and six nine months ended June September 30, 2026, respectively, compared to the same periods in 2025. The increase was primarily due to an increase in product volume.

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Research and development expenses . Research and development expenses remained consistent for the three and six months ended June 30, 2026, compared to the same periods in 2025.

Research and development expenses . Research and development expenses decreased $0.7 million, or 4%, for the three months ended September 30, 2026, compared to the same period in 2025. The decrease during the three months ended September 30, 2026 was primarily due to a decrease in stock-based compensation.

Sales, general and administrative expenses. Sales, general and administrative expenses increased $15.5 $8.2 million, or 13%, 7%, and $25.5 $33.7 million, or 10%, 9%, for the three and six nine months ended June September 30, 2026, respectively, compared to the same periods in 2025. The increase was primarily due to higher compensation-related costs and variable selling expenses associated with the increase in revenue, and our continued investment in building our strategic distribution channel.

Litigation-related expenses. Litigation-related expenses decreased $1.7 $5.9 million, or 105%, 91%, and $13.4, $19.3 million, or 97%, 95%, for the three and six nine months ended June September 30, 2026, respectively, compared to the same periods in 2025. The decrease was primarily related to a litigation settlement during the six nine months ended June September 30, 2025.

Amortization of acquired intangible assets. Amortization of acquired intangible assets remained consistent for the three and six nine months ended June September 30, 2026, compared to the same periods in 2025.

Restructuring expenses. Restructuring expenses decreased $0.4 million, or 100%, for the six nine months ended June September 30, 2026, compared to the same period in 2025. The decrease in restructuring expenses is primarily due to personnel related expenses in the prior period that did not recur.

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(Loss) Gain on derivative liability

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Interest expense, net, decreased $1.3 $2.3 million, or 11%, 18%, and increased $2.5 $0.3 million, or 13%, 1%, for the three and six nine months ended June September 30, 2026, respectively, compared to the same periods in 2025. The decrease in interest expense, net, for the three months ended June September 30, 2026, was primarily due to a decrease in cash interest expense. The increase in interest expense, net, for the six nine months ended June September 30, 2026 was primarily due to the amortization of debt discount associated with the 2030 Notes. Net cash interest was $4.3 $4.1 million and $9.3 $13.5 million for the three and six nine months ended June September 30, 2026, respectively. Net non-cash interest was $6.6 $6.5 million and $13.4 $19.8 million for the three and six nine months ended June September 30, 2026, respectively.

Loss on debt extinguishment decreased $11.9 million, or 100%, and $5.7 million, or 32%, for the three and six nine months ended June September 30, 2026, compared to the same periods period in 2025. The decrease in loss on debt extinguishment relates to the redemption of 80% of the 2026 Notes in March 2025 offset by compared to the extinguishment of the Braidwell Term Loan and MidCap Revolving Credit facilities Facility during the three nine months ended June September 30, 2026.

(Loss) Gain on derivative liability decreased $16.8 million, or 100%, and $0.6 million, or 100%, for the three and six nine months ended June September 30, 2026, respectively, compared to the same periods period in 2025. The decrease in (loss) gain on derivative liability relates to the change in the valuation of the derivative liability associated with 2030 Notes from inception to June 30, 2025. As of June 12, 2025, the conditions necessary for separate accounting of the conversion option as a derivative liability were no longer met.

Other (expense) income, net, increased $1.9 $0.4 million, or 188%, 131%, and $1.8 $2.2 million, or 132%, for the three and six nine months ended June September 30, 2026, respectively, compared to the same periods in 2025. The increase in other (expense) income, net, during the six nine months ended June September 30, 2026, was primarily due to fluctuations in foreign currency rates.

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Income tax provision (benefit)

Income tax (benefit) provision

The change in the income tax provision (benefit) provision for the three and six nine months ended June September 30, 2026, compared to the same period periods in 2025, was primarily related to a partial valuation allowance release as a result of the aforementioned asset acquisition and the recognition of income taxes in several jurisdictions.

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Our principal sources of liquidity are our existing cash and cash equivalents, our JPM Revolving Credit Facility and cash from operations. Our liquidity and capital structure are evaluated regularly within the context of our annual operating and strategic planning process. We consider the liquidity necessary to fund our operations, which includes working capital needs, investments in research and development, investments in inventory and instrument sets to support our customers, as well as other operating costs. Our future capital requirements will depend on many factors including our rate of revenue growth, the timing and extent of spending to support development efforts, the expansion of sales, marketing and administrative activities, the timing of introductions of new products and enhancements to existing products, and the international expansions expansion of our business.

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Cash and cash equivalents were 118.7 $79.9 million and $160.8 million at June September 30, 2026, and December 31, 2025, respectively. We believe that our existing funds, cash generated from our operations and our existing sources of and access to financing are adequate to satisfy our needs for working capital, capital expenditure, and debt service, requirements, and other strategic business initiatives we plan to strategically pursue. requirements.

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Six Months Ended June 30,

Nine Months Ended September 30,

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Operating activities provided net cash of $21.8 $40.7 million for the six nine months ended June September 30, 2026, which is primarily related to cash collections offset by costs associated with the continued expansion of our business and inventory purchases.

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We used cash of $42.6 $64.4 million in investing activities for the six nine months ended June September 30, 2026, which is primarily related to the purchase of surgical instruments to support the growth of our business and commercial launch of new products, the acquisition of intangible assets and a $5.0 million note receivable.

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Financing activities used cash of $21.3 million for the six months ended June 30, 2026, which is primarily related to proceeds from issuance of term and revolving credit facilities, offset by repayment of term and revolving credit facilities.

We used cash of $57.0 million in financing activities for the nine months ended September 30, 2026, primarily due to the repayment of our 2026 Notes and previously existing credit facilities, partially offset by proceeds from the new term loan and revolving credit facilities.

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As of June 30, 2026, we had $63.3 million outstanding under the 2026 Notes. The 2026 Notes accrue interest at a rate of 0.75%, payable semi-annually in arrears on February 1 and August 1 of each year. Prior to maturity in August 2026, the holders of the 2026 Notes may, under certain circumstances, choose to convert their notes into shares of our common stock. Based on the terms we have the option to pay or deliver cash, shares of our common stock, or a combination thereof, when a conversion notice is received.

As of June 30, 2026, we had $1.3 million in other debts that are due in monthly and quarterly installments through maturity in 2027.

We have an inventory purchase commitment agreement with a third-party supplier, where we are obligated to meet certain minimum purchase commitment requirements through December 2026. As of June 30, 2026, the remaining minimum purchase commitment under the agreement was $2.4 million.

As of June September 30, 2026, we had $175.0 $173.9 million outstanding under the JPM Term Loan. The outstanding loans under the JPM Term Loan bear interest at the sum of Term SOFR plus an applicable margin determined by reference to the Company s Senior Secured Net Leverage Ratio. The JPM Term Loan matures on May 1, 2031.

As of June September 30, 2026, we had $40.0 $70.0 million outstanding under the JPM Revolving Credit Facility. The outstanding loans under the JPM Revolving Credit Facility bear interest at the sum of Term SOFR plus an applicable margin determined by reference to the Company s Senior Secured Net Leverage Ratio. The JPM Revolving Credit Facility matures on May 1, 2031.

As of June September 30, 2026, we had $405.0 million outstanding under the 2030 Notes. The 2030 Notes accrue interest at a rate of 0.75%, payable semi-annually in arrears on March 15 and September 15 of each year. Prior to maturity in March 2030, the holders of the 2030 Notes may, under certain circumstances, choose to convert their notes into shares of our common stock. Based on the terms we have the option to pay or deliver cash, shares of our common stock, or a combination thereof, when a conversion notice is received.

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Except as described in Notes 7 and 8 of June our Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q, as of September 30, 2026, there have been no material changes, outside the normal course of business, in our outstanding contractual obligations from those disclosed within the Management s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

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Aside from the changes disclosed in Note 1 to the Notes to Condensed Consolidated Financial Statements (Unaudited) under the heading Recently Issued Accounting Pronouncements, if any, there have been no new accounting pronouncements or changes to accounting pronouncements during the six nine months ended June September 30, 2026, as compared to the recent accounting pronouncements described in our Annual Report on Form 10-K for the year ended December 31, 2025, that was filed with the SEC.

Forward-looking statements 1 change

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our estimates regarding anticipated operating income or losses, future revenue, expenses, capital requirements, uses and sources of cash and liquidity, including our anticipated revenue growth and cost savings;

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Controls and procedures 2 changes

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We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time lines timelines specified in the SEC s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in SEC Rules 13a - 15(e) and 15d - 15(e)) as of June September 30, 2026. Based on such evaluation, our management has concluded that as of June September 30, 2026, our disclosure controls and procedures are effective.

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During the three months ended June September 30, 2026, there have been no changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Our process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures.

Unregistered sales of stock 1 change

During the three months ended June September 30, 2026, we issued unregistered shares of common stock as described in the following table:

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Other information 9 changes

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Amendment to Warrant Certificate

Effective August 1, 2026, we entered into an Amended and Restated Warrant to Purchase Common Stock with Patrick S. Miles ("Amended Warrant"), to extend the expiration date of the existing warrant, originally issued on December 28, 2017, to December 31, 2030.

Approval of Award Agreements

Effective August 1, 2026, our Board of Directors adopted and approved forms of Stock Option Grant Notice and Option Agreement (the Option Agreement ) and Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (the RSU Agreement ) for use with our 2026 Equity Incentive Plan, which plan was approved by our stockholders on June 10, 2026.

The descriptions of the Amended Warrant, the Option Agreement and the RSU Agreement above do not purport to be complete and are qualified in their entirety by the full and complete terms of such documents, copies of which are attached hereto as Exhibit 4.1. 10.2 and 10.3 and incorporated herein by reference.

During The quarter ended June 30, 2026, none following table describes the contracts, instructions or written plans for the purchase or sale of securities adopted by our directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , modified or terminated any contract, instruction or written plan for during the purchase or sale of our securities three months ended September 30, 2026, that was are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). No other Rule 10b5-1 trading arrangements or "non-Rule 10b5-1 trading arrangements" (as defined by S-K item 408(c)) were entered into or terminated by our directors or officers during such period:

Title of Director or Officer

Total Shares to be Sold

Executive Vice President, Sales

Exhibits 8 changes

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Amended and Restated Warrant to Purchase Common Stock of Alphatec Holdings, Inc. issued to Patrick S. Miles

Credit Agreement dated May 1, 2026 (1)

Form of Stock Option Grant Notice and Stock Option Agreement under the 2026 Equity Incentive Plan

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the 2026 Equity Incentive Plan

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The following materials from the Alphatec Holdings, Inc. Quarterly Report on Form 10-Q for the Three and Six Nine Months Ended June September 30, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets (Unaudited) as of June September 30, 2026 and December 31, 2025, (ii) Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Nine Months Ended June September 30, 2026 and 2025, (iii) Condensed Consolidated Statements of Comprehensive Loss (Unaudited) for the Three and Six Nine Months Ended June September 30, 2026 and 2025, (iv) Condensed Consolidated Statements of Stockholders (Deficit) Equity (Unaudited) for the Three and Six Nine months ended June September 30, 2026 and 2025, (v) Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Nine Months Ended June September 30, 2026 and 2025, and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

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(1) Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on May 5, 2026.

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Date: August 4, 2026

Date: October 29, 2026