Zimmer Biomet (ZBH) completes cash-and-CVR merger with Monogram Technologies

Rhea-AI Filing Summary

Zimmer Biomet Holdings, Inc. completed its acquisition of Monogram Technologies Inc. through a merger on October 7, 2025, making Monogram a wholly owned subsidiary. At the merger’s effective time, each share of Monogram common stock was converted into the right to receive $4.04 in cash, without interest, plus one contractual contingent value right under a Contingent Value Rights Agreement with Computershare Trust Company, N.A. Each share of Monogram Series D preferred stock became entitled to $2.25 in cash, without interest, plus any accrued but unpaid dividends, and each share of Series E preferred stock became entitled to $100.00 in cash, without interest. The company also issued a press release on October 7, 2025 announcing the merger closing.

Insights

Healthcare M&A analyst

Zimmer Biomet closed the Monogram merger with a cash-and-CVR structure for Monogram shareholders.

The merger makes Monogram Technologies Inc. a wholly owned subsidiary of Zimmer Biomet Holdings, Inc., signaling a completed strategic transaction rather than a pending deal. Consideration for Monogram common stock combines immediate cash of $4.04 per share with a contingent value right, which allows additional future value delivery based on predefined conditions in the CVR agreement.

Preferred holders receive fixed cash amounts: Monogram Series D preferred stock is entitled to $2.25 per share plus accrued but unpaid dividends, while Series E preferred stock is entitled to $100.00 per share, each without interest. Actual impact on Zimmer Biomet’s financials depends on Monogram’s contribution and any future CVR payouts, which will be detailed in subsequent company disclosures.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, 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): October 7, 2025

ZIMMER BIOMET HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-16407		13-4151777
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

345 East Main Street Warsaw, Indiana		46580
(Address of Principal Executive Offices)		(Zip Code)

(574) 373-3333

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 (see General Instructions A.2. below):

☐ 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 Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value		ZBH		New York Stock Exchange
2.425% Notes due 2026		ZBH 26		New York Stock Exchange
1.164% Notes due 2027		ZBH 27		New York Stock Exchange
3.518% Notes due 2032		ZBH 32		New York Stock Exchange

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 8.01. Other Events.

As previously disclosed in the Current Report on Form 8-K filed by Zimmer Biomet Holdings, Inc. (the “Company”) on July 14, 2025 with the Securities and Exchange Commission, on July 11, 2025, the Company, entered into an Agreement and Plan of Merger with Monogram Technologies Inc., a Delaware corporation (“Monogram”), and Honey Badger Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), as amended by that certain First Amendment to Agreement and Plan of Merger, dated August 27, 2025 (the “Merger Agreement”).

On October 7, 2025 (the “Closing Date”), Merger Sub merged with and into Monogram (the “Merger”), with Monogram continuing as the surviving corporation and a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of Monogram stock (other than shares owned by the Company, Merger Sub or any of their respective subsidiaries (which shares were canceled) and shares with respect to which appraisal rights are properly exercised and not withdrawn under Delaware law), were automatically converted into the right to receive (i) in the case of Monogram’s common stock, par value $0.001 per share, an amount equal to (A) $4.04 in cash, without interest, and (B) one contractual contingent value right pursuant to the Contingent Value Rights Agreement, among the Company and Computershare Trust Company, N.A., as rights agent, (ii) in the case of Monogram’s Series D preferred stock, par value $0.001 per share, $2.25 in cash, without interest, plus an amount equal to any accrued but unpaid dividends, and (iii) in the case of Monogram’s Series E preferred stock, par value $0.001 per share, $100.00 in cash, without interest.

A copy of the press release issued by the Company on October 7, 2025 announcing the closing of the Merger is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated October 7, 2025
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.

				Zimmer Biomet Holdings, Inc.
Date: October 7, 2025				By:		/s/ Chad F. Phipps
						Chad F. Phipps
						Senior Vice President, General Counsel and Secretary

FAQ

What did Zimmer Biomet (ZBH) announce in this 8-K?

Zimmer Biomet Holdings, Inc. reported that on October 7, 2025 its wholly owned subsidiary merged with Monogram Technologies Inc., making Monogram a wholly owned subsidiary of Zimmer Biomet.

What will Monogram common stockholders receive in the Zimmer Biomet merger?

Each share of Monogram common stock, par value $0.001 per share, is entitled to receive $4.04 in cash, without interest, plus one contractual contingent value right under a Contingent Value Rights Agreement with Computershare Trust Company, N.A.

How are Monogram preferred stockholders treated in the Zimmer Biomet merger?

Each share of Monogram Series D preferred stock is entitled to $2.25 in cash, without interest, plus any accrued but unpaid dividends. Each share of Series E preferred stock is entitled to $100.00 in cash, without interest.

Were any Monogram shares excluded from the merger consideration?

Yes. Shares owned by Zimmer Biomet, the merger subsidiary, or their respective subsidiaries were canceled, and shares for which appraisal rights are properly exercised and not withdrawn under Delaware law were excluded from automatic conversion into the merger consideration.

What is the role of the contingent value right in the Zimmer Biomet–Monogram deal?

Each Monogram common share receives one contingent value right under a Contingent Value Rights Agreement between Zimmer Biomet and Computershare Trust Company, N.A., providing for potential additional value to holders based on specified future conditions.

Did Zimmer Biomet issue a press release about the Monogram merger closing?

Yes. Zimmer Biomet issued a press release dated October 7, 2025 announcing the closing of the merger, which is filed as Exhibit 99.1 and incorporated by reference.