ZIMV Form 4: Director equity cashed out at $19 after merger

Rhea-AI Filing Summary

ZimVie Inc. (ZIMV) director reports merger-related cash-out. On 10/20/2025, in connection with the closing of the merger with Zamboni Parent Inc., all ZimVie common shares and certain equity awards held by Director Sally Crawford were converted into the right to receive cash.

Each share of common stock was converted into $19.00 per share in cash at the effective time. The filing shows the disposition of 40,127 common shares. In addition, 6,755.864 deferred share units and 57,728 restricted stock units vested in full and were canceled for a cash amount based on the same $19.00 per-share consideration, subject to applicable withholding.

Insights

Securities law analyst

Form 4 reflects merger cash-out at $19 per share.

This filing documents a change in the director’s holdings due to a completed merger on 10/20/2025. It records a non-open-market disposition: common shares, deferred share units, and restricted stock units converted into a right to receive cash at $19.00 per share pursuant to the merger agreement.

The mechanics are standard: equity awards vested at closing and were canceled for cash aligned with the merger price, after tax withholding. There is no indication of open-market sales; the transactions stem from the merger terms.

Investor impact is administrative: ownership moved to the buyer, and legacy equity was cashed out at the stated consideration. Subsequent filings may provide any post-closing integration or remaining administrative details.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

CRAWFORD SALLY

(Last) (First) (Middle)

4555 RIVERSIDE DRIVE

(Street)

PALM BEACH GARDENS FL 33410

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ZimVie Inc. [ ZIMV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/20/2025		D		40,127	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Share Units	(1)(2)	10/20/2025		D			6,755.864	(2)(4)	(2)(4)	Common Stock	6,755.864	(2)	0	D
Restricted Stock Units	(1)(3)	10/20/2025		D			57,728	(3)(4)	(3)(4)	Common Stock	57,728	(3)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 20, 2025, by and among the Issuer, Zamboni Parent Inc., a Delaware corporation ("Parent"), and Zamboni MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MergerCo"), pursuant to which, on October 20, 2025 (the "Effective Time"), MergerCo merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the Effective Time, each share of the Issuer's common stock, par value $0.01 per share ("Common Stock"), reported on this Form 4 was converted into the right to receive $19.00 in cash (the "Merger Consideration"), without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all such shares of Common Stock were no longer outstanding and were automatically canceled.

2. At the Effective Time, each deferred share unit (whether settled in cash or in shares of Common Stock, including any such deferred stock unit resulting from the reinvestment of dividend equivalents) (each, a "Deferred Share Unit") outstanding immediately prior to the Effective Time vested in full (to the extent then-unvested) and was canceled and converted into the right to receive cash, without interest and subject to applicable tax withholding and deductions, in an amount equal to the product, rounded to the nearest cent, of (i) the number of shares of Common Stock subject to such Deferred Share Unit immediately prior to the Effective Time and (ii) the Merger Consideration.

3. At the Effective Time, each restricted stock unit with respect to Common Stock (each, a "Restricted Stock Unit") outstanding immediately prior to the Effective Time vested in full (to the extent then-unvested) and was canceled and converted into the right to receive cash, without interest and subject to applicable tax withholding and deductions, in an amount equal to the product, rounded to the nearest cent, of (i) the number of shares of Common Stock subject to such Restricted Stock Unit immediately prior to the Effective Time and (ii) the Merger Consideration. Each Restricted Stock Unit represented a contingent right to receive one share of Common Stock.

4. As required by the terms of the Merger Agreement, the Issuer accelerated the vesting, as of immediately prior to the Effective Time, contingent upon the closing of the transactions contemplated by the Merger Agreement, of all of the outstanding and unvested equity awards held by Ms. Crawford.

	/s/ Heather Kidwell, Attorney-in-Fact for Sally Crawford	10/20/2025
	** Signature of Reporting Person	Date
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FAQ

What did ZIMV disclose in this Form 4?

A director reported that, upon closing of the merger on 10/20/2025, her ZimVie equity converted into the right to receive cash.

What was the merger consideration for ZIMV shares?

Each share of common stock was converted into the right to receive $19.00 per share in cash.

How many ZIMV common shares were disposed of?

The filing shows the disposition of 40,127 common shares as part of the merger closing.

What happened to the director’s RSUs and DSUs?

57,728 RSUs and 6,755.864 DSUs vested in full and were canceled for cash based on the $19.00 per-share price.

Was this an open-market sale by the director?

No. The disposition resulted from the merger terms; securities were converted into a cash right at closing.

When did the merger take effect for these transactions?

The effective time was 10/20/2025.