ZIMV officer cashes out shares, RSUs convert to cash at $19

Rhea-AI Filing Summary

ZimVie Inc. (ZIMV): insider transaction tied to merger closing. Indraneel Kanaglekar, Senior Vice President and Chief Commercial Officer, reported the disposition of common stock and equity awards in connection with the closing of the merger on October 20, 2025, when Zamboni MergerCo Inc. merged into ZimVie, making it a wholly owned subsidiary of Zamboni Parent Inc.

Each share of ZimVie common stock converted into the right to receive $19.00 in cash at the effective time. The filing shows 63,438 shares disposed and a resulting beneficial ownership of 0 shares. In addition, 121,897 restricted stock units vested in full at closing and were canceled for a cash payment equal to the number of underlying shares multiplied by $19.00, subject to withholding. The footnotes also note 588 shares acquired under the Employee Stock Purchase Plan on September 30, 2025.

Insights

M&A and equity compensation analyst

Insider equity converted to cash at $19 upon merger close.

The report documents mechanical outcomes of a completed cash merger: common shares converted into a right to receive $19.00 per share and RSUs vested and were canceled for cash at the same per‑share amount. This is standard in change‑of‑control transactions.

The filing lists 63,438 common shares disposed with beneficial ownership falling to zero, and 121,897 RSUs vesting and canceling for cash. The company became a wholly owned subsidiary of Zamboni Parent Inc. after October 20, 2025.

While economically significant for the holder, this is an administrative reflection of the merger terms. Any trading or liquidity effects depend on the completed cash-out terms rather than future events.

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

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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^*

Kanaglekar Indraneel

(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)

	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		63,438(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			121,897	(3)(4)	(3)(4)	Common Stock	121,897	(3)	0	D

Explanation of Responses:

1. Includes 588 shares of common stock, par value $0.01 per share ("Common Stock") acquired under the ZimVie Inc. Employee Stock Purchase Plan on September 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. Kanaglekar, as of immediately prior to the Effective Time, contingent upon the closing of the transactions contemplated by the Merger Agreement.

Remarks:

Senior Vice President, Chief Commercial Officer

	/s/ Heather Kidwell, Attorney-in-Fact for Indraneel Kanaglekar	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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FAQ

What did ZIMV disclose in this Form 4?

A senior officer reported that ZimVie common shares converted to a right to receive $19.00 per share in cash at the merger effective time, with shares disposed and RSUs cashed out.

How many ZIMV common shares were disposed?

The filing shows 63,438 common shares disposed, with 0 shares beneficially owned following the transaction.

What happened to ZIMV RSUs in the merger?

121,897 RSUs vested in full at closing and were canceled for cash equal to the number of underlying shares times $19.00, subject to withholding.

When did the ZIMV merger become effective?

The merger became effective on October 20, 2025.

Who acquired ZimVie Inc.?

ZimVie became a wholly owned subsidiary of Zamboni Parent Inc. after Zamboni MergerCo Inc. merged into ZimVie.

Were there any recent ZIMV share purchases noted?

Yes. The footnotes include 588 shares acquired under the Employee Stock Purchase Plan on September 30, 2025.