8-K
Alphatec Holdings, Inc. (ATEC)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): February 25, 2026 |
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Alphatec Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 000-52024 | 20-2463898 |
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| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 1950 Camino Vida Roble | ||
| Carlsbad, California | 92008 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: 760 431-9286 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $.0001 per share | ATEC | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 25, 2026, Ward W. Woods informed Alphatec Holdings, Inc. (the “Company”) that he had decided to retire from the Board of Directors (the “Board”), effective February 27, 2026 (the “Departure Date”), for personal reasons and not as a result of any disagreement with the Company or any matter relating to the Company’s operations, policies, or practices. Mr. Woods also served as a member of the Board’s Compensation Committee.
In connection with his departure from the Board, Mr. Woods and the Company entered into a Vesting Acceleration Agreement (the “Vesting Agreement”). Pursuant to the Vesting Agreement, any restricted stock units granted to Mr. Woods on June 11, 2025, that remain unvested as of the Departure Date shall become fully vested as of such date. The foregoing summary of the Vesting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Vesting Agreement, which is filed as Exhibit 10.1 hereto.
Item 8.01 Other Events.
On February 26, 2026, the Board set the number of directors at seven to reflect the reduction in the number of directors serving on the Board from eight to seven following Mr. Woods’s resignation.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Vesting Acceleration Agreement between Alphatec Holdings, Inc. and Ward W. Woods, dated February 25, 2026 |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Alphatec Holdings, Inc. | |||
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| Date: | March 3, 2026 | By: | /s/ J. Todd Koning |
| J. Todd Koning<br>Executive Vice President and Chief Financial Officer |
EX-10.1
| Exhibit 10.1 |
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VESTING ACCELERATION AGREEMENT
THIS VESTING ACCELERATION AGREEMENT (this “Agreement”), dated as of February 25, 2026 (the “Effective Date”), is entered into by and between Alphatec Holdings, Inc. (the “Company”), and Ward W. Woods (“Director”).
WHEREAS, the Company and Director currently are parties to certain agreements related to the Company’s equity, including those certain 15,131 restricted stock units granted to Director on June 11, 2025, representing a contingent right to receive one share of the Company’s common stock for each restricted stock unit subject to certain vesting prerequisites, of which 4,269 remain unvested (the “June 2025 Grant”); and
WHEREAS, the Company has agreed to modify the June 2025 Grant as set forth in this Agreement following the departure of the Director from the Company’s Board of Directors on February 27, 2026 (the “Departure Date”).
NOW THEREFORE, for consideration duly given, the undersigned agree to the following:
Accelerated Vesting of Equity Agreements. The June 2025 Grant shall become fully vested on the Departure Date.
Miscellaneous.
Effect on Existing Equity Agreements. This Agreement shall supersede any equity agreement with respect to the subject matter hereof. All equity agreements between the Company and Director, including as related to the June 2025 Grant, shall otherwise remain in full force and effect with respect to any subject matter not covered by this Agreement.
Successors. This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
Amendment; Waiver; Survival. No provisions of this Agreement may be amended, modified, or waived unless agreed to in writing and signed by Director and by a duly authorized officer of the Company. No waiver by either party of any breach by the other party of any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
Governing Law and Venue. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without regard to its conflicts of law principles. The sole and exclusive venue for any actions filed with a court shall be the state or Federal courts located in San Diego County, California.
Validity. The invalidity or unenforceability of any provision or provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect.
Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.
Entire Agreement. This Agreement sets forth the final and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by the Company and Director, or any representative of the Company or Director, with respect to the subject matter hereof.
The undersigned do hereby agree to be bound by the terms and conditions of this Agreement.
| ALPHATEC HOLDINGS, INC.<br><br>By:__________________________<br><br>Name: Patrick S. Miles<br><br>Title: CEO & Chairman | WARD W. WOODS<br><br><br><br>By:__________________________<br><br>Name: Ward W. Woods |
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