ZimVie CEO files $19/share merger cash-out; 786,541 RSUs settled

ZimVie (ZIMV) insider filing: President and CEO Vafa Jamali reported merger-related transactions dated October 20, 2025.

Rhea-AI Filing Summary

ZimVie (ZIMV) insider filing: President and CEO Vafa Jamali reported merger-related transactions dated October 20, 2025. In connection with the closing of the merger with Zamboni Parent Inc. and Zamboni MergerCo Inc., each share of ZimVie common stock was converted into the right to receive $19.00 in cash, without interest and subject to tax withholding.

Jamali reported the disposition of common stock and showed 0 shares owned directly after the transaction. The filing also notes prior acquisition of 1,682 shares under the Employee Stock Purchase Plan on May 30, 2025. Additionally, 786,541 restricted stock units vested in full at the Effective Time and were canceled for a cash payment based on the $19.00 per share merger consideration.

Insider Trade Summary

Disposition: 1,175,693 shares

Disposition 2 txns

Insider Jamali Vafa

Role See remarks below.

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	786,541	$0.00	$0.00
Disposition	Common Stock	389,152	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (4)

1. F1. Includes 1,682 shares of common stock, par value $0.01 per share ("Common Stock") acquired under the ZimVie Inc. Employee Stock Purchase Plan on May 30, 2025.
2. F2. 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, 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.
3. F3. 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. F4. As required by the terms of the Merger Agreement, the Issuer accelerated the vesting of all of the outstanding and unvested equity awards held by Mr. Jamali, as of immediately prior to the Effective Time, contingent upon the closing of the transactions contemplated by the Merger Agreement.

FAQ

What did ZIMV’s CEO report in the Form 4?

Vafa Jamali reported merger-related dispositions of common stock and the settlement of restricted stock units at $19.00 per share on October 20, 2025.

What was the ZIMV merger consideration per share?

Each share of ZimVie common stock was converted into the right to receive $19.00 in cash, without interest and subject to tax withholding.

How many RSUs were affected for ZIMV’s CEO?

A total of 786,541 restricted stock units vested and were canceled for a cash payment based on the $19.00 per share consideration.

What was the CEO’s ownership after the merger transaction?

The Form 4 shows 0 shares directly owned following the reported transaction.

Did the CEO acquire any shares earlier in 2025?

Yes. The filing notes 1,682 shares acquired under the Employee Stock Purchase Plan on May 30, 2025.

Who were the merger counterparties for ZIMV?

The merger was among ZimVie Inc., Zamboni Parent Inc., and Zamboni MergerCo Inc.

What happened to ZIMV common shares at closing?

All outstanding common shares were automatically canceled at the Effective Time and converted into the right to receive $19.00 in cash per share.

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Accepted by SEC EDGAR 10/20/2025 - 05:01 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Jamali Vafa

(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
X	Officer (give title below)		Other (specify below)
	See remarks 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		389,152(1)	D	(2)	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
Restricted Stock Units	(3)	10/20/2025		D			786,541	(3)(4)	(3)(4)	Common Stock	786,541	(3)	0	D

Explanation of Responses:

1. Includes 1,682 shares of common stock, par value $0.01 per share ("Common Stock") acquired under the ZimVie Inc. Employee Stock Purchase Plan on May 30, 2025.

2. 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, 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.

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 of all of the outstanding and unvested equity awards held by Mr. Jamali, as of immediately prior to the Effective Time, contingent upon the closing of the transactions contemplated by the Merger Agreement.

Remarks:

President and Chief Executive Officer

	/s/ Heather Kidwell, Attorney-in-Fact for Vafa Jamali	10/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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