Item 5.02   Departure of Directors or Certain Officers; Election of Directors;
            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On August 31, 2021, the Board of Directors (the "Board") of Nevro Corp. ("Nevro" or the "Company") appointed Sri Kosaraju to the Board effective immediately. Mr. Kosaraju will serve as a member of the class of directors serving until the Company's 2022 annual meeting of stockholders, or until his earlier death, resignation or removal.

As a non-employee director, Mr. Kosaraju will receive compensation in accordance with the Company's non-employee director compensation program. Pursuant to this program, upon the effective date of his appointment to the Board, Mr. Kosaraju received an award of restricted stock units with a grant date fair value of $300,000 (the "Initial Award"), which will vest in three equal annual installments on the anniversary of his appointment to the Board subject to continued service to the Company through such dates. Mr. Kosaraju will be eligible for annual cash retainers in the amount of $55,000 for service as a member of the Board. Mr. Kosaraju will also enter into an indemnification agreement with the Company consistent with the form agreement executed with each of the Company's current officers and directors.

There were no arrangements or understandings between Mr. Kosaraju, and any other person pursuant to which Mr. Kosaraju was appointed as a member of the Board. There have been no transactions in which Mr. Kosaraju has an interest that would be reportable under Item 404(a) of Regulation S-K.

Item 8.01 Other Events.

On August 31, 2021, Nevro issued a press release announcing Mr. Kosaraju's appointment to the Board and. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.




Item 9.01   Financial Statements and Exhibits.




(d)Exhibits



Exhibit No.   Description

99.1            Press release dated August 31, 2021  .

104           Cover Page Interactive Data File (embedded within the Inline XBRL document).



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