Every 8-K that Zimmer Biomet (ZBH) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ZBH and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ZBH filings page.
Zimmer Biomet Holdings, Inc. is recasting selected 2025 financial disclosures to reflect changes in its operating segments after senior leadership responsibilities and reporting to the chief operating decision maker were realigned. Foot and Ankle businesses in EMEA and Asia Pacific and certain centralized R&D and global marketing costs are now reported in the Americas segment.
For 2025, net sales were $8,231.5 million, up 7.2 percent year over year, while net earnings declined to $705.1 million from $903.8 million. Earnings were pressured by approximately $170 million of inventory and instrument charges for products to be discontinued, acquisition and integration costs, higher interest expense linked to debt funding for the Paragon 28 and Monogram deals, U.S. tariffs, higher performance-based compensation, and increased spending on marketing, medical education and IT, partially offset by higher sales, favorable product and geographic mix, gains on equity investments, and lower restructuring and litigation costs.
The company expects 2026 net sales to grow 2.5 percent to 4.5 percent, with Paragon 28 contributing about 1.0 percent until its first anniversary and foreign exchange adding about 0.5 percent. Operating profit is estimated to increase on higher sales, fixed-cost leverage and restructuring savings, while inflation, U.S. commercial investments, higher net interest expense and a higher effective tax rate may offset some of these benefits. The recast does not amend other aspects of the original 2025 Form 10-K.
Zimmer Biomet Holdings reported second quarter 2026 results with net sales of $2.177 billion, up 4.8% year over year, including 4.7% growth on a constant-currency basis and 4.0% on an organic constant-currency basis. GAAP net earnings were $198.3 million and diluted EPS was $1.03, a 33.8% increase. Adjusted net earnings were $399.6 million and adjusted diluted EPS was $2.07. Operating cash flow reached $447.9 million and free cash flow was $308.3 million in the quarter.
Growth was balanced across geographies, with United States sales up 5.6% and international sales up 3.7%. By product category, Knees were roughly flat, Hips grew 5.0%, S.E.T. grew 6.4%, and Technology & Data, Bone Cement and Surgical grew 21.1% on a reported basis. For full‑year 2026, the company raised its outlook, now expecting reported revenue growth of 3.9%–4.9%, organic constant‑currency growth of 2.25%–3.25%, and adjusted diluted EPS of $8.47–$8.59. Zimmer Biomet also increased share repurchase expectations to up to $1 billion of common stock in fiscal 2026.
Zimmer Biomet Holdings, Inc. entered into two new unsecured revolving credit agreements to support general corporate purposes. The company established a five-year revolving facility of $1.5 billion maturing on June 26, 2031, with two optional one-year extensions, and an uncommitted incremental feature of up to $750 million.
It also put in place a separate 364-day revolving facility of $1.25 billion maturing on June 25, 2027. Both agreements bear floating interest based on adjusted Term SOFR or an alternate base rate plus a margin tied to the company’s senior unsecured long-term debt rating and require a consolidated indebtedness to consolidated EBITDA ratio not exceeding 4.5 to 1.0, with a step-up to 5.0 to 1.0 for qualified material acquisitions.
At the same time, Zimmer Biomet terminated its prior 2025 five-year and 364-day credit agreements, both of which had no principal outstanding. The company paid approximately $0.4 million of fees due under the prior five-year agreement using cash on hand, and existing letters of credit were transitioned to the new five-year facility.
Zimmer Biomet Holdings, Inc. reported the results of its annual shareholder meeting held on May 22, 2026. Shareholders elected ten directors to one-year terms ending at the 2027 annual meeting, with each nominee receiving over 160 million votes in favor and substantial broker non-votes recorded.
Shareholders also ratified the Audit Committee’s appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026, with 172,738,361 votes for and relatively few votes against or abstaining. On an advisory basis, they approved named executive officer compensation, with 160,066,066 votes for and 8,386,847 against. A shareholder proposal seeking an independent board chair was rejected, drawing 31,288,886 votes for and 137,043,058 against.
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.
Zimmer Biomet Holdings, Inc. announced that Chief Financial Officer and Executive Vice President – Finance, Operations and Supply Chain, Suketu Upadhyay, will resign effective April 28, 2026 to pursue a new professional opportunity. His departure is stated not to result from any disagreement on financial reporting, controls, operations, policies or practices.
Paul Stellato, currently Vice President, Controller and Chief Accounting Officer, will become interim Chief Financial Officer and serve as both principal financial officer and principal accounting officer while the company conducts an internal and external search for a permanent CFO. As interim CFO, Stellato will receive an annual base salary of $550,000 and a target annual bonus opportunity for 2026 of 70% of base salary, each prorated for time in the role, plus incremental equity awards with grant date fair values of approximately $750,000 in restricted stock units and $100,000 in performance-based restricted stock units scheduled to be granted on May 1, 2026.
Zimmer Biomet Holdings, Inc. reported a strong first quarter 2026. Net sales were $2.087 billion, up 9.3% year over year, including 6.8% growth on a constant currency basis and 2.9% on an organic constant currency basis. Growth was broad-based across the United States and international markets, with S.E.T. and Technology & Data, Bone Cement and Surgical showing double‑digit reported increases.
Profitability improved meaningfully. Net earnings were $238.1 million, and diluted earnings per share were $1.22, an increase of 34.1%. Adjusted net earnings were $409.4 million and adjusted diluted earnings per share were $2.09, up 15.5%. Adjusted gross margin rose to 73.0% and adjusted operating margin to 27.3% for the quarter.
Cash generation remained solid while the company returned capital. Zimmer Biomet generated $359.4 million in operating cash flow and $245.9 million of free cash flow, while completing $250 million of share repurchases. Management raised full‑year 2026 adjusted diluted EPS guidance to a range of $8.40 to $8.55.
The company also highlighted innovation and a pending accounting judgment. Recent milestones include progress on the mBôs robotic knee system, launches in hip and trauma solutions, and recognition for innovation and ethics. The quarter’s GAAP results are based on an initial assessment that no goodwill impairment will be recorded; the goodwill fair value assessment is still being finalized and could change reported GAAP net earnings for the period.
Zimmer Biomet reported solid 2025 growth with mixed earnings trends and new capital return plans. Fourth quarter net sales were $2.244 billion, up 10.9% reported and 5.4% on an organic constant currency basis. Full-year net sales reached $8.232 billion, an increase of 7.2% reported and 3.9% on an organic constant currency basis.
GAAP diluted EPS fell to $0.70 in the quarter, down 41.7%, and to $3.55 for the year, down 19.9%, largely reflecting higher costs and charges. Adjusted diluted EPS was $2.42 for the quarter, up 4.8%, and $8.20 for the year, up 2.5%. The company generated $1.697 billion in operating cash flow and $1.172 billion of free cash flow in 2025.
The Board authorized a new $1.5 billion stock repurchase program with no expiration date, after completing $250 million of buybacks in the fourth quarter. For 2026, Zimmer Biomet guides to reported revenue growth of 2.5%–4.5%, organic constant currency growth of 1.0%–3.0%, and adjusted diluted EPS of $8.30–$8.45, as it shifts toward a more direct and specialized U.S. sales model.
Zimmer Biomet Holdings, Inc. reported that Mark Bezjak, who was identified as a named executive officer in the company’s 2025 proxy statement, has informed the company he will resign his employment. His resignation, including all officer positions with Zimmer Biomet and its affiliates, will be effective January 16, 2026 so he can pursue another business opportunity.
The company previously disclosed that Mr. Bezjak ceased to be an executive officer of Zimmer Biomet as of July 1, 2025, so this filing formalizes his departure from remaining roles with the organization.
Zimmer Biomet Holdings, Inc. furnished an 8-K announcing a press release with financial results for the quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 and its information is incorporated by reference in the report.
The Item 2.02 information, including Exhibit 99.1, is being furnished and is not deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated into other filings except by specific reference. An additional Exhibit 104 (Cover Page Interactive Data File) is included.
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.
Zimmer Biomet issued two series of senior unsecured debt denominated in Swiss francs totaling CHF 600,000,000. The company sold CHF 210,000,000 of 0.930% Bonds 2025–2030 (Tranche A) and CHF 390,000,000 of 1.560% Bonds 2025–2035 (Tranche B). Each tranche includes a clean-up call allowing the company to redeem the entire tranche at par either (a) on or after June 4, 2030 for Tranche A and June 4, 2035 for Tranche B, or (b) if 85% or more of the tranche has been redeemed or purchased and cancelled. The filing is signed by Chad F. Phipps, Senior Vice President, General Counsel and Secretary.
Zimmer Biomet Holdings, Inc. (NYSE: ZBH) filed an 8-K dated 7 Aug 2025 to disclose Item 2.02 – Results of Operations and Financial Condition.
- The company issued a press release (Exhibit 99.1) announcing its financial results for the quarter ended 30 Jun 2025; the actual figures are not included in the filing.
- The 8-K clarifies that the press release is being furnished, not filed, thereby limiting Exchange Act liability.
- No other material transactions, guidance changes or strategic updates are reported.
The document also lists ZBH’s registered securities (common stock and three note issues) and provides standard emerging-growth-company and signature boilerplate.
Zimmer Biomet Holdings, Inc. (NYSE: ZBH) has entered into a definitive Agreement and Plan of Merger to acquire Monogram Technologies Inc. On 11 July 2025 the company and its wholly-owned subsidiary, Honey Badger Merger Sub, signed the merger agreement under which Merger Sub will be merged into Monogram, making Monogram a wholly-owned subsidiary of Zimmer Biomet at closing.
Transaction consideration will be paid entirely in cash plus a contractual contingent value right (CVR):
- Monogram common stockholders will receive $4.04 per share in cash plus one CVR.
- Series D preferred holders will receive $2.25 per share in cash plus any accrued but unpaid dividends.
- Series E preferred holders will receive $100.00 per share in cash.
The company furnished an investor presentation (Exhibit 99.1) and a joint press release (Exhibit 99.2); both are incorporated by reference but are deemed “furnished,” not “filed,” under the Exchange Act. Zimmer Biomet stresses that forward-looking statements in the materials are subject to numerous risks, including regulatory approvals, Monogram shareholder approval, competing offers, integration challenges, and potential termination fees.
No financial statements or pro-forma financial data were included in this Form 8-K. Closing timing and expected financial impact were not disclosed.