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Zimmer Biomet (NYSE: ZBH) lifts 2026 share repurchase expectations to $1B

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Zimmer Biomet Holdings, Inc. plans to repurchase up to $1.0 billion of its common stock during fiscal year 2026. This reflects a $250 million increase from its prior capital allocation assumption for 2026 and will be executed under an existing $1.5 billion share repurchase authorization approved in February 2026.

The company may buy shares in the open market and/or through structured repurchase agreements with third parties, with timing and actual amounts influenced by market conditions, stock price, capital availability and alternative uses of capital.

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Insights

Zimmer Biomet raises 2026 buyback expectations to up to $1B, signaling a more aggressive capital return stance.

Zimmer Biomet now anticipates repurchasing up to $1.0 billion of common stock in fiscal 2026, a $250 million increase versus its prior assumption. All repurchases will occur under an existing $1.5 billion authorization approved in February 2026.

This change increases planned cash returned to shareholders but does not alter the authorization’s size, duration or terms. The company can use open-market purchases or structured repurchase agreements, with activity depending on stock price, market conditions and capital needs, so actual repurchases may differ from the maximum.

Because the plan is framed as “up to” $1.0 billion, the eventual impact will hinge on execution over fiscal 2026. Future company filings and disclosures will quantify completed repurchases and show how aggressively the board used this flexibility.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Planned 2026 repurchases $1.0 billion Anticipated share repurchases during fiscal year 2026
Increase vs prior assumption $250 million Incremental rise over previously disclosed 2026 capital allocation assumption
Repurchase authorization size $1.5 billion Existing share repurchase authorization approved February 2026
Notes due 2026 coupon 2.425% 2.425% Notes due 2026 listed on NYSE as ZBH 26
Notes due 2027 coupon 1.164% 1.164% Notes due 2027 listed on NYSE as ZBH 27
Notes due 2032 coupon 3.518% 3.518% Notes due 2032 listed on NYSE as ZBH 32
share repurchase authorization financial
"All repurchases are expected to be made under the company’s existing $1.5 billion share repurchase authorization"
A share repurchase authorization is a company's official approval to buy back its own shares from the market. This signals that the company believes its stock is a good investment and can help increase the value of remaining shares by reducing how many are available. For investors, it often suggests confidence from the company and can influence the stock’s price.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. On May 12, 2026, Zimmer Biomet Holdings, Inc."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
structured repurchase agreements financial
"The company may repurchase shares in the open market and/or enter into structured repurchase agreements with third parties."
A structured repurchase agreement is a short-term loan in which one party sells securities to another with a promise to buy them back later, but the deal is customized with extra features — for example layers of credit support, staggered repayment terms, or embedded payment options — rather than a plain overnight loan. For investors it matters because those custom elements change the loan’s apparent safety, liquidity and return, and can make valuation and recovery harder if a counterparty runs into trouble; think of a basic IOU that’s been modified with several add-ons like a loan bundled with insurance and timers.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of the safe harbor provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
risk factors regulatory
"can be found in our Annual Report on Form 10-K for the year ended December 31, 2024, including in the sections captioned "Cautionary Note Regarding Forward-Looking Statements" and "Item 1A. Risk Factors,""
Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.
medical technology leader financial
"Zimmer Biomet is a global medical technology leader with a comprehensive portfolio designed to maximize mobility and improve health."
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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): May 12, 2026

 

 

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)

 

Registrant’s Telephone Number, Including Area Code: (574) 373-3333

 

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:

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(s)

 


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 7.01 Regulation FD Disclosure.

 

On May 12, 2026, Zimmer Biomet Holdings, Inc. (the “Company”) stated its intent to repurchase up to $1.0 billion of Company shares during fiscal year 2026 under the Company’s existing $1.5 billion share repurchase authorization, which had previously been approved by the Board of Directors of the Company in February 2026. This represents an increase from the Company’s previously-disclosed capital allocation assumptions for fiscal year 2026. The Company issued a press release relating to the matters described above in Item 5.02. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.

 

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)
Exhibits

 

EXHIBIT INDEX

Exhibit No.

 

Description

99.1

 

Press release dated May 12, 2026

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 hereunto duly authorized.

Dated: May 12, 2026

 

 

ZIMMER BIOMET HOLDINGS, INC.

 

 

 

 

By:

/s/ Chad F. Phipps

 

Name:

Chad F. Phipps

 

Title:

Senior Vice President, Chief Legal and Corporate Affairs Officer and Secretary

 

 

 

 


img210921253_0.gif

Exhibit 99.1

 

NEWS RELEASE

 

Zimmer Biomet Increases Share Repurchase Expectations —
Up to $1 Billion by Year End

 

 

(WARSAW, Ind.) May 12, 2026 — Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH), a global medical technology leader, today announced that it now anticipates repurchasing up to $1 billion of its common stock during fiscal year 2026, a $250 million increase from the company’s prior assumption.

 

All repurchases are expected to be made under the company’s existing $1.5 billion share repurchase authorization, which was approved by the Zimmer Biomet Board of Directors and announced in February 2026. The company has not made any changes to the size, duration or terms of that authorization.

 

The company may repurchase shares in the open market and/or enter into structured repurchase agreements with third parties. The timing and actual amount of share repurchases will depend on a variety of considerations, including market conditions, the company’s stock price, capital availability and alternative uses of capital.

 

# # #

 

About Zimmer Biomet

Zimmer Biomet is a global medical technology leader with a comprehensive portfolio designed to maximize mobility and improve health. We seamlessly transform the patient experience through our innovative products and suite of integrated digital and robotic technologies that leverage data, data analytics and artificial intelligence.

With 90+ years of trusted leadership and proven expertise, Zimmer Biomet is positioned to deliver the highest quality solutions to patients and providers. Our legacy continues to come to life today through our progressive culture of evolution and innovation.


For more information about our product portfolio, our operations in 25+ countries and sales in 100+ countries or about joining our team, visit
www.zimmerbiomet.com or follow on LinkedIn at www.linkedin.com/company/zimmerbiomet or X at www.x.com/zimmerbiomet.

 

Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding financial guidance, statements regarding macro pressures, including the impact of such pressures on our business, and any statements about our

 


 

forecasts, expectations, plans, intentions, commitments, strategies or prospects. All statements other than statements of historical or current fact are, or may be deemed to be, forward-looking statements Such statements are based upon the current beliefs, expectations and assumptions of management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and results to differ materially from the forward-looking statements. These risks, uncertainties and changes in circumstances include, but are not limited to: competition; pricing pressures; dependence on new product development, technological advances and innovation; changes in customer demand for our products and services caused by demographic changes, obsolescence, development of different therapies or other factors; our ability to attract, retain, develop and maintain adequate succession plans for the highly skilled employees, senior management, independent agents and distributors we need to support our business; the transformation of our sales and distribution network in the U.S. and other markets; challenges relating to the rationalization of our products; shifts in the product category or regional sales mix of our products and services; the risks and uncertainties related to our ability to successfully execute our restructuring plans; the risks and uncertainties relating to our ability to successfully execute on our product portfolio rationalization plans; control of costs and expenses; risks related to the ability to realize the anticipated benefits of our acquisitions, including the possibility that the expected benefits from such transactions will not be realized or will not be realized within the expected time period; the risk that acquired businesses will not be integrated successfully; the effects of business disruptions affecting us, our suppliers, customers or payors, either alone or in combination with other risks on our business and operations; the risks and uncertainties related to our ability to successfully integrate the operations, products, service providers, agents, employees, sales representatives and distributors of acquired companies; the effect of the potential disruption of management's attention from ongoing business operations due to integration matters related to mergers and acquisitions; the effect of mergers and acquisitions on our relationships with customers, suppliers and lenders and on our operating results and businesses generally; unplanned delays, disruptions and expenses attributable to our enterprise resource planning and other system updates; the ability to form and implement alliances; dependence on a limited number of suppliers for key raw materials and other inputs and for outsourced activities; the risk of disruptions in the supply of materials and components used in manufacturing or sterilizing our products; breaches or failures of our (or of our business partners' or other third parties') information technology systems or products, including by cyberattack, unauthorized access or theft; the outcome of government investigations; the impact of healthcare reform and cost containment measures, including efforts sponsored by government agencies, legislative bodies, the private sector and healthcare purchasing organizations, through reductions in reimbursement levels, repayment demands and otherwise; the effects of natural disasters, or of legal, regulatory or market measures to address natural disasters; the effects of our commitments, goals and disclosures relating to corporate responsibility matters; the impact of substantial indebtedness on our ability to service our debt obligations and/or refinance amounts outstanding under our debt obligations at

2

 


 

 

maturity on terms favorable to us, or at all; changes in tax obligations arising from examinations by tax authorities and from changes in tax laws in jurisdictions where we do business, including as a result of the "base erosion and profit shifting" project undertaken by the Organisation for Economic Co-operation and Development and otherwise; challenges to the tax-free nature of the ZimVie Inc. spinoff transaction and the subsequent liquidation of our retained interest in ZimVie Inc.; the risk of additional tax liability due to the recategorization of our independent agents and distributors to employees; changes in tariffs relating to imports to the U.S. and other countries; the risk that material impairment of the carrying value of our intangible assets, including goodwill, could negatively affect our operating results; changes in general domestic and international economic conditions, including interest rate and currency exchange rate fluctuations; changes in general industry and market conditions, including domestic and international growth, inflation and currency exchange rates; the domestic and international business impact of political, social and economic instability, tariffs, trade restrictions and embargoes, sanctions, wars, disputes and other conflicts, including on our ability to operate in, export from or collect accounts receivable in affected countries; challenges relating to changes in and compliance with governmental laws and regulations affecting our U.S. and international businesses, including regulations of the U.S. Food and Drug Administration ("FDA") and other government regulators relating to medical products, healthcare fraud and abuse laws and data privacy and cybersecurity laws; the success of our quality and operational excellence initiatives; the ability to remediate matters identified in inspectional observations issued by the FDA and other regulators, while continuing to satisfy the demand for our products; product liability, intellectual property and commercial litigation losses; and the ability to obtain and maintain adequate intellectual property protection. A further list and description of these risks and uncertainties and other factors can be found in our Annual Report on Form 10-K for the year ended December 31, 2024, including in the sections captioned "Cautionary Note Regarding Forward-Looking Statements" and "Item 1A. Risk Factors," and our subsequent filings with the Securities and Exchange Commission (SEC). Copies of these filings are available online at www.sec.gov, www.zimmerbiomet.com or on request from us. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our filings with the SEC. Forward-looking statements speak only as of the date they are made, and we expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this press release are cautioned not to rely on these forward-looking statements since there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary note is applicable to all forward-looking statements contained in this press release.

 

Contacts:

 

Media

Troy Kirkpatrick

 

 

Investors

David DeMartino

3

 

 


 

614-284-1926

troy.kirkpatrick@zimmerbiomet.com

 

Kirsten Fallon

781-779-5561

kirsten.fallon@zimmerbiomet.com

 

646-531-6115

david.demartino@zimmerbiomet.com

 

Zach Weiner

908-591-6955

zach.weiner@zimmerbiomet.com

4

 


FAQ

How much stock does Zimmer Biomet (ZBH) plan to repurchase in 2026?

Zimmer Biomet now anticipates repurchasing up to $1.0 billion of its common stock during fiscal 2026. This higher level of planned repurchases will occur under the company’s existing $1.5 billion share repurchase authorization approved earlier in 2026.

How does Zimmer Biomet’s new buyback plan compare with its prior 2026 assumption?

The company’s updated expectation represents a $250 million increase over its previously disclosed 2026 capital allocation assumption. This means Zimmer Biomet is planning a larger potential return of capital to shareholders than it originally outlined for fiscal year 2026.

What is Zimmer Biomet’s total share repurchase authorization for 2026?

Zimmer Biomet’s repurchases will be made under an existing $1.5 billion share repurchase authorization. This authorization was approved by the Board of Directors and announced in February 2026, and its size, duration and terms have not been changed by this update.

How will Zimmer Biomet (ZBH) execute its 2026 share repurchases?

Zimmer Biomet may repurchase shares in the open market and/or through structured repurchase agreements with third parties. The company notes that timing and actual amounts will depend on market conditions, its stock price, capital availability and alternative uses of capital.

Did Zimmer Biomet change the terms of its share repurchase authorization?

Zimmer Biomet states it has made no changes to the size, duration or terms of its existing $1.5 billion share repurchase authorization. Only the company’s internal expectation for up to $1.0 billion in 2026 repurchases has been updated.

What type of SEC item covers Zimmer Biomet’s increased buyback expectation?

The updated buyback expectation is disclosed under Item 7.01 Regulation FD Disclosure of a Form 8-K. The accompanying press release is furnished as Exhibit 99.1 and is not deemed filed for purposes of Section 18 of the Exchange Act.

Filing Exhibits & Attachments

2 documents