Zimmer Biomet Holdings (ZBH) 10-K risk factor changes: FY2025 vs FY2024

In markets outside of the U.S., other factors influence competition as well, including local distribution systems, complex regulatory environments, differing medical philosophies and differing product [removed: preferences.][added: preferences, including policy-driven preferences for local manufacturers.]

Our competition may [removed: have] [added: have, and at times does have,] greater financial, marketing, technical and other resources than us; respond more quickly to new or emerging technologies; undertake more extensive marketing campaigns; operate more effective planning, manufacturing, sales and distribution channels; adopt more aggressive pricing policies; or be more successful in attracting potential customers, employees and strategic partners.

We also face competition from pharmaceutical and other therapies that may be more attractive than, or have other benefits over, our products, or [added: that could affect the frequency, progressions or symptoms of diseases and conditions that our products treat.]

Our products may become obsolete, customers may not buy our products, and our revenue and profitability may decline without the timely introduction of new products and enhancements, due to changes in markets, [added: changes in our strategy,] or due to changes in applicable standards of care.

Demand for our products may change, in certain cases, in ways we may not anticipate because of evolving customer needs, changing demographics, changing industry growth rates, declines in the musculoskeletal implant market, the introduction of competing products and technologies, [added: changes to our strategy,] the emergence of alternative treatment methods, evolving surgical philosophies and evolving industry standards.

Our products may become obsolete without the timely introduction of new products and [removed: enhancements,] [added: enhancements] or due to changes in applicable standards of care.

Recent legal and regulatory changes may affect our ability to enforce post-termination obligations from certain employees and third parties with respect to non-competition, non-solicitation and protection of confidential information, which may negatively impact our ability to retain [added: key] employees and third-party distributors and to protect our information and relationships with our customers.

For more information on our restructuring programs, see Note [removed: 5] [added: 4] to our consolidated financial statements.

unforeseen difficulties related to entering markets for [removed: which] [added: which,] or geographic regions [removed: where] [added: where,] we do not have prior experience;

potential loss of key [removed: employees;][added: employees and key third parties;]

unforeseen risks and liabilities associated with businesses acquired, including any unknown vulnerabilities in acquired technology, compromises of acquired data or noncompliance with [removed: data privacy requirements;] [added: laws and regulations;] and/or

Damage to one or more facilities or related operations from weather or natural disaster-related events, vulnerabilities in technology, [removed: cyber-attacks] [added: cyber attacks] against our [removed: information systems] or [removed: the information systems of] our business [removed: partners (such as ransomware attacks),] [added: partners’ information systems,] issues in manufacturing arising from failure to follow specific internal protocols and procedures, compliance concerns relating to the Quality System Regulation (“QSR”) and Good Manufacturing Practice requirements, equipment breakdown or malfunction, reductions in operations and/or worker absences, trade impediments, international sanctions, wars or other factors [added: has in the past adversely affected, and] could [added: in the future] adversely [removed: affect] [added: affect,] the ability to manufacture and distribute our products.

[removed: In the event of an interruption in manufacturing] [added: If we suffer,] or [removed: involving] a critical [removed: supplier,] [added: supplier suffers, a manufacturing interruption,] we may be unable to move quickly to alternate means of producing or acquiring affected products or to meet customer demand, and alternative sources of supply may not be adequate to accommodate sudden increases in demand.

We have experienced such interruptions previously (including in connection with our enterprise resource planning system implementation which negatively impacted distribution of our [removed: products),] [added: products in 2024),] and we may experience such interruptions in the future.

The global supply chain has been and continues to be negatively impacted by a variety of macro factors which have, in part, resulted in challenges to meet end market [added: demand in some instances.]

[removed: These ERP-related business interruptions] [added: For example, during 2024, we experienced unanticipated challenges during an Americas ERP transition that disrupted our ability to fulfill customer orders during the second half of fiscal 2024, which] caused [removed: several] adverse [removed: consequences,] [added: consequences] including disruption to our ability to distribute product, difficulty in meeting customer demand, productivity [removed: declines and] [added: declines,] delays in invoicing customers, [removed: as well as causing the transition to the new] [added: increased] ERP system [removed: to be more expensive] [added: costs] and [removed: time-consuming than we anticipated.][added: loss of customers and sales.]

Additional disruptions, delays or deficiencies in the transition, design, and implementation of [removed: this] [added: our] ERP [removed: system,] [added: systems,] particularly any disruptions, delays or deficiencies that impact our operations, could [added: again] in the future have a material adverse effect on our [removed: business.][added: business and financial condition and results of financial operations.]

A reduction or interruption in the supply of materials or components used in manufacturing our products, such as due to loss of access to one or more suppliers; an inability to timely develop and validate alternative sources if required; or a significant increase in the price of such materials or [removed: components] [added: components,] could adversely affect our business, financial condition and results of operations.

In addition, some of our products and services incorporate software or information technology that collects data regarding patients and patient therapy, and some software and other products we provide to customers connect to our and third [added: party systems for maintenance and other purposes.]

Our information systems, and those of third parties with whom we contract, require an ongoing commitment of significant resources to maintain, protect and enhance existing systems and develop new systems to keep pace with continuing changes in information technology, evolving [removed: systems] [added: system] and regulatory standards, changing threats and vulnerabilities, and the increasing need to protect data including patient, customer and Confidential Information.

In addition, as a result of our adoption of remote work arrangements in many positions, a significant number of our employees who are able to work remotely are doing so, [removed: and malicious cyber actors may increase efforts targeting remote workers,] which exposes us to additional cybersecurity risks.

[removed: Therefore,] [added: Cyber attacks are becoming more sophisticated, frequent and adaptive, and therefore,] despite our efforts, we cannot assure that cybersecurity incidents or data breaches will not occur or that technology or information system issues will not arise in the future.

[added: Any significant breakdown, intrusion, breach, interruption, corruption or destruction of these systems] could have a material adverse effect on our business and reputation and could materially adversely affect our results of operations and financial condition.

Similarly, the Italian Public Administration [removed: has] implemented a “Pay Back” law to obtain reimbursement from the medical device industry to contribute to government overspending on medical devices beginning in [removed: 2015, which assessments we have challenged,] [added: 2015] and a “Fund for the Government of Medical Devices” applicable to revenues relating to medical devices, large medical equipment and in vitro diagnostic devices commencing in [removed: 2024, which assessment we have also challenged.][added: 2024.]

Pricing pressure continues due to consolidation among healthcare providers, trends toward managed care, the shift toward governments becoming the primary payors of healthcare expenses, reductions in reimbursement levels and [added: government laws and regulations relating to reimbursement and pricing generally.]

At December 31, [removed: 2024,] [added: 2025,] our total indebtedness was [removed: $6.2] [added: $7.5] billion.

As of December 31, [removed: 2024,] [added: 2025,] our debt service principal obligations (excluding interest, leases and equipment notes), during the next 12 months are expected to be [removed: $0.9] [added: $0.6] billion.

SOFR and such other rates have increased from [removed: recent] [added: pandemic-era] lows, which has increased our cost of borrowing.

At December 31, [removed: 2024,] [added: 2025,] we had [removed: $9.0] [added: $9.9] billion in goodwill and [removed: $4.6] [added: $4.7] billion of intangible assets.

[removed: There were no impairment charges during the years ended December 31, 2024 and 2023,] but if the operating performance at one or more of our reporting units significantly declines, including if competing or alternative technologies or pharmacological treatments, emerge, if market conditions or future cash flow estimates for one or more of our businesses decline, or as a result of restructuring initiatives pursuant to which we reorganize our reporting units, we could be required to record additional impairment charges.

We sell our products in more than 100 countries and derived approximately 42 percent of our net sales in [removed: 2024] [added: 2025] from outside the U.S. We intend to continue to pursue growth opportunities in sales internationally, including in emerging markets, which could expose us to additional risks associated with international sales and operations.

data privacy and cybersecurity [removed: requirements and] [added: requirements,] labor relations [added: laws, sustainability disclosure requirements and other] laws that [removed: may] add to the complexity and costs of our operations or require changes to our products or business processes;

Furthermore, political tensions between the U.S., Canada, Mexico, [removed: China] [added: China, Russia, Venezuela] and certain other countries have escalated in recent years.

Rising political tensions could reduce trade, investment and other [removed: economic activities between or among these economies.]

The effects of emerging, expanding and new conflicts, such as a possible expansion of the Russian-Ukrainian conflict, [removed: a possible expansion of] conflicts in the Middle East, or a possible conflict involving China and Taiwan, may not be limited to the specific markets involved.

Tariffs, trade restrictions and other trade measures [added: have adversely affected, and] could [added: continue to] adversely [removed: affect] [added: affect,] our business and financial results.

Changes to tariffs, trade restrictions and protection measures applicable to trade with certain countries, trade in certain types of goods, or otherwise; new import or export requirements; changes to trade agreements; new or increased tariffs, trade embargoes, sanctions and other trade [removed: barriers] [added: barriers, have in the past and] may [added: in the future] prevent us from shipping products to or from a particular market, restrict our access to certain sources of raw materials and other inputs, increase our operating costs and disrupt our ability to collect payment for our products and services in particular markets.

[removed: We cannot predict how these developments will impact us, and existing] [added: Existing] or future tariffs and trade restrictions could have a material adverse effect on our business and financial results.

Both before and after a product is commercially released, we have ongoing responsibilities under FDA regulations, the EU [added: MDR, UK] MDR and other national, regional, state and other requirements.

[added: Any] adverse regulatory action, depending on its magnitude, may restrict us from effectively manufacturing, marketing and selling our products and could have a material adverse effect on our business, financial condition and results of operations.

Additionally, our customers’ needs often vary

depending on their sites of care, such as hospitals, hospital systems, ambulatory surgical centers and doctors’ offices, and certain of our competitors have better capabilities to serve certain sites of care than we do.

We are transforming aspects of our sales and distribution network and go-to-market model in the U.S. and certain other markets, and these efforts may not be successful and they involve risks and challenges that may adversely impact our business, results of operations and financial condition.

We are converting substantial portions of our U.S. sales force from independent distributors and sales representatives to our employees in a multi-year initiative.

We are also increasing product category specialization and focus across our U.S. sales force, which may lead to disruptions for our sales personnel.

We may not successfully execute or manage this transformation and transition, which could materially and adversely affect our business, results of operations and financial condition.

These transformative actions present significant operational, legal, financial and cultural challenges and require effective planning and execution across recruiting, onboarding, training, systems integration, compensation, compliance and management.

We could experience operational disruptions, increased costs and reduced sales, and we may lose key sales personnel, including high-performing distributors, sales leaders and sales representatives, to competitors if they decline employment with us or depart following the transition.

Any such departures could lead to loss of customer relationships, sales coverage gaps, diminished sales effectiveness and lower net sales.

Even if we are able to retain key personnel, we expect to experience disruption to our U.S. sales force as roles, territories, product category sales coverage, compensation structures, incentive plans, reporting lines, systems and processes change, which could reduce morale, productivity and continuity in customer engagement, which could adversely affect our business, results of operations and financial condition.

Additionally, competitors are attempting, and may continue to attempt, to recruit our sales personnel (whether independent or employed) and target our customer relationships during and after the transition.

The magnitude and duration of these impacts are uncertain and may be exacerbated by macroeconomic conditions, competition or other factors.

We are additionally making certain changes to our sales force and go-to-market models in certain other countries in an effort to optimize our commercial strategies and improve our performance on a consistent basis in those markets.

We are separately tailoring the nature, timing and scale of the changes to the requirements of individual markets, and do not expect the changes to be uniform.

Throughout the transition to this new model in certain emerging markets, we expect revenue performance to be inconsistent as we negotiate with the displaced distributors, execute initial stocking orders with the new platform distributors and allow the platform distributors to coordinate with their sub-distributor network.

Each market’s transformation efforts present significant operational, legal, financial and cultural challenges and risks that are similar to those found in our above-described U.S. sales force transformation efforts, which risks may be magnified by the complexity of implementing different changes across multiple markets in parallel.

The change in go-to-market strategy, outcome of existing litigation and the potential for additional litigation could have a material adverse impact on our financial results in the impacted markets.

Our product portfolio rationalization activities may not be successful or we may not fully realize the expected cost savings and/or operating efficiencies from our portfolio rationalization initiatives.

We are rationalizing our product portfolio to streamline our operations, enhance focus on strategic offerings, and improve cost efficiency.

Effective management of our product portfolio is a complex process requiring

consideration of different regulatory requirements and approvals, preferences for different surgical techniques, reimbursement rates and other factors.

Product portfolio rationalization may lead to the loss of product breadth valued by customers, potential disruption in customer relationships, and reduced sales in affected categories.

It may also create transitional inefficiencies, including supply chain adjustments, inventory imbalances and challenges in forecasting demand for remaining products.

These activities can divert management attention and resources away from other strategic priorities and may result in higher-than-expected costs, higher-than-expected inventory obsolescence, asset impairments or delays in achieving anticipated benefits.

If our product portfolio rationalization efforts do not yield the expected operational improvements, cost savings, or market focus, or if such changes are not well-received by customers, our competitive position, business, financial condition, results of operations, and cash flows could be adversely affected.

Further, our use of artificial intelligence and machine learning in our infrastructure and products exposes us to a variety of threats, risks and uncertainties, including with respect to changing laws and regulations regarding the use of such technologies; the risks of inaccuracies, errors and interruptions affecting business processes supported by artificial intelligence; the risks of inaccuracies, errors and interruptions to our products and services using artificial intelligence, which could result in harm to patients or other adverse outcomes; and the variety of risks associated with any other use of information technology, including risks relating to data privacy and access, interruption, compliance, implementation and other factors.

Natural disasters, or legal, regulatory or market measures to address natural disasters, could materially adversely affect our business and financial results.

Natural disasters present risks to our business and financial results which are difficult to predict and address.

We face current and long-term operational risks and have in the past experienced business interruptions from severe weather events and other natural conditions, such as hurricanes, tornadoes, droughts, extreme temperatures, wildfires or flooding.

Such severe weather events and other natural disasters have in the past and could in the future increase our operational costs, pose physical risks to our facilities, cause population dislocations and adversely impact our supply chain, manufacturing and distribution networks, and pose risks to the availability and cost of raw materials, components, energy, transportation or other inputs necessary for the operation of our business.

Concerns over climate change and natural disasters have also resulted in, and may continue to result in, new laws or regulations that are more stringent than current legal or regulatory requirements, and we may experience increased compliance burdens and costs to meet the regulatory obligations as well as adverse impacts on raw material sourcing, manufacturing operations and the distribution of our products.

Our commitments, goals and disclosures related to corporate responsibility matters, and the perception of our activities in these areas, may adversely impact us.

Companies across all industries are facing increasing scrutiny, and potentially negative actions, from investors, regulators, customers, employees and other stakeholders related to their corporate responsibility commitments, performance, and disclosures, including those related to climate change, social matters and governance standards.

Responding to and acting on these considerations involves risks and uncertainties, requires investments and depends in part on our relative performance against third parties that is beyond our control.

Additionally, multiple organizations have developed differing ratings processes and standards to evaluate companies on their respective approaches to corporate responsibility matters, which ratings are increasingly being employed by investors, lenders and customers to inform their investment, financing and purchasing decisions.

If we do not meet the evolving, varied and sometimes conflicting expectations of our investors, customers, regulators, employees and other stakeholders, we could experience reduced demand for our products, loss of customers and employees and suffer other negative impacts.

The Organisation for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenue and profits above certain thresholds (referred to as Pillar 2).

Although the U.S. has not enacted legislation to implement Pillar 2, certain countries in which we operate have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2.

The OECD issued new administrative guidance on January 5, 2026, with respect to Pillar 2 which modifies key aspects of the framework for countries to enact in their own laws.

It remains uncertain whether or how countries will implement Pillar 2 and the OECD administrative guidance, which may have a further adverse effect on our tax liabilities.

that could affect the frequency, progressions or symptoms of diseases and conditions that our products treat.

demand in some instances.

At the beginning of our third quarter of fiscal 2024, we began transitioning certain distribution and sales systems in the Americas to a new ERP system as part of a multi-year project.

We experienced unanticipated challenges during the transition that disrupted our ability to fulfill customer orders during the second half of fiscal 2024.

In addition, some customers affected by these disruptions may have secured supply from alternative sources, and we may not be able to regain their trust and business.

party systems for maintenance and other purposes.

Our use of artificial intelligence and machine learning in our infrastructure and products exposes us to new threats, risks and uncertainties, including with respect to changing laws and regulations regarding the use of such technologies.

We will continue to dedicate significant resources to protect against unauthorized access to our systems and work with government authorities to detect and reduce the risk of future cyber incidents; however, cyber attacks are becoming more sophisticated, frequent and adaptive.

Any significant breakdown, intrusion, breach, interruption, corruption or destruction of these systems

In cases where our product is not selected in VBP, sales of that product are substantially impacted.

government laws and regulations relating to reimbursement and pricing generally.

Tax law changes in certain foreign jurisdictions in which we operate conforming to Pillar Two of the base erosion and profit shifting plan (“Pillar Two”) undertaken by the Organisation for Economic Co-operation and Development began to take effect in 2024.

We expect the implementation and interpretation of Pillar Two across jurisdictions where we do business to have adverse effects on our effective tax rate, results of operations, and cash flows.

These tax law changes require profits earned in such jurisdictions to be subject to a minimum 15 percent income tax rate.

As discussed further in Note 11 to our consolidated financial statements, in the fourth quarter of 2022, we recorded goodwill impairment charges of $289.8 million as a result of, among other factors, changes in foreign currency exchange rates in our European-based currencies, inflation and a higher interest rate environment; and in the second quarter of 2022, we recorded $3.0 million of an in-process research and development (“IPR&D”) intangible asset impairment on a certain IPR&D project.

For example, the U.S. has imposed tariffs and export controls on certain goods and products imported from China and certain other countries, which has

resulted in retaliatory tariffs by China and other countries.

Recently, the U.S. has imposed or threatened to impose additional tariffs on imports from Canada, China, Mexico and other countries, and has further threatened to impose additional tariffs on certain steel and aluminum imports; certain countries have imposed or threatened to impose retaliatory tariffs.

Additionally, the availability of designated European notified body services to certify compliance with the EU MDR requirements is limited, which may delay the marketing approval for some of our products under the EU MDR (and, potentially, the UK MDR).

Any

We process personal and personal health data in our business, particularly through our ZBEdge® ecosystem.

As discussed further in Note 21 to our consolidated financial statements, we are defending product liability lawsuits relating to the Durom® Acetabular Component (“Durom Cup”), certain products within the M/L Taper and M/L Taper with Kinectiv® Technology hip stems and Versys® Femoral Head implants, and the M2a-MagnumTM hip system.

See Note [removed: 3] [added: 16] to our consolidated financial statements for additional [removed: information.][added: information on our income taxes.]

The following discussion, analysis and comparisons generally focus on the operating results for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussion, analysis and comparisons of the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in [removed: Exhibit 99.1 to] our [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed on [removed: August 7, 2024.][added: February 25, 2025.]

[removed: *2024] [added: *2025] Financial Highlights*

In [removed: 2024,] [added: 2025,] our net sales increased [removed: 3.8] [added: 7.2] percent when compared to [removed: 2023.][added: 2024.]

In addition, our net sales [removed: in 2024 were tempered by] [added: experienced] a [removed: negative 1.0 percent] [added: positive] effect [added: of 0.8 percent] from changes in foreign currency exchange [removed: rates.][added: rates in 2025.]

Our net earnings were [removed: $903.8] [added: $705.1] million in [removed: 2024] [added: 2025] compared to [removed: $1,024.0] [added: $903.8] million in [removed: 2023.][added: 2024.]

Based on foreign currency exchange rates at the end of [removed: 2024,] [added: 2025,] we expect foreign currency to [removed: negatively affect] [added: have a 0.5 percent positive impact on] year-over-year net sales [removed: by approximately 1.5 percent to 2.0 percent.][added: growth.]

We estimate operating profit will increase in [removed: 2025] [added: 2026] when compared to [removed: 2024] [added: 2025] due to higher net sales, leverage from fixed operating expenses, ongoing savings from our restructuring [removed: plans] [added: plans, non-recurrence of inventory] and [added: instrument charges related to certain product lines we expect to discontinue and] lower employee termination and other charges from our restructuring plans.

However, we [removed: estimate] [added: expect that] these favorable items may be partially offset by [removed: higher intangible asset amortization,] [added: the impact from inflation, investments in our U.S. commercial sales channel,] higher net interest expense [removed: due to higher interest rates] and a higher estimated effective tax rate due to favorable [removed: 2024] [added: 2025] adjustments that are not expected to recur.

[removed: We review sales by these geographies because the underlying market trends in any particular] geography tend to be similar across product categories, because we primarily sell the same products in all geographies and because many of our competitors publicly report in this manner.

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] % Inc | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] % Inc | | | |

| United States | | $ | [removed: 4,439.0] [added: 4,764.0] | | | $ | [removed: 4,288.8] [added: 4,439.0] | | | $ | [removed: 4,012.4] [added: 4,288.8] | | | | [removed: 3.5] [added: 7.3] | | % | | [removed: 6.9] [added: 3.5] | | % |

| International | | | [removed: 3,239.6] [added: 3,467.5] | | | | [removed: 3,105.4] [added: 3,239.6] | | | | [removed: 2,927.5] [added: 3,105.4] | | | | [removed: 4.3] [added: 7.0] | | | | [removed: 6.1] [added: 4.3] | | |

| Total | | $ | [removed: 7,678.6] [added: 8,231.5] | | | $ | [removed: 7,394.2] [added: 7,678.6] | | | $ | [removed: 6,939.9] [added: 7,394.2] | | | | [removed: 3.8] [added: 7.2] | | | | [removed: 6.5] [added: 3.8] | | |

| Knees | | $ | [removed: 3,173.5] [added: 3,322.3] | | | $ | [removed: 3,038.4] [added: 3,173.5] | | | $ | [removed: 2,778.3] [added: 3,038.4] | | | | [removed: 4.4] [added: 4.7] | | % | | [removed: 9.4] [added: 4.4] | | % |

| Hips | | | [removed: 1,999.1] [added: 2,093.5] | | | | [removed: 1,967.2] [added: 1,999.1] | | | | [removed: 1,894.9] [added: 1,967.2] | | | | [removed: 1.6] [added: 4.7] | | | | [removed: 3.8] [added: 1.6] | | |

| S.E.T. | | | [removed: 1,865.7] [added: 2,150.2] | | | | [removed: 1,752.6] [added: 1,865.7] | | | | [removed: 1,696.7] [added: 1,752.6] | | | | [removed: 6.5] [added: 15.2] | | | | [removed: 3.3] [added: 6.5] | | |

| Technology & Data, Bone Cement and Surgical | | | [removed: 640.3] [added: 665.6] | | | | [removed: 636.0] [added: 640.3] | | | | [removed: 570.0] [added: 636.0] | | | | [removed: 0.7] [added: 4.0] | | | | [removed: 11.6] [added: 0.7] | | |

| United States | | $ | [removed: 1,814.7] [added: 1,867.5] | | | $ | [removed: 1,770.6] [added: 1,814.7] | | | $ | [removed: 1,615.0] [added: 1,770.6] | | | | [removed: 2.5] [added: 2.9] | | % | | [removed: 9.6] [added: 2.5] | | % |

| International | | | [removed: 1,358.8] [added: 1,454.8] | | | | [removed: 1,267.8] [added: 1,358.8] | | | | [removed: 1,163.3] [added: 1,267.8] | | | | [removed: 7.2] [added: 7.1] | | | | [removed: 9.0] [added: 7.2] | | |

| Total | | $ | [removed: 3,173.5] [added: 3,322.3] | | | $ | [removed: 3,038.4] [added: 3,173.5] | | | $ | [removed: 2,778.3] [added: 3,038.4] | | | | [removed: 4.4] [added: 4.7] | | | | [removed: 9.4] [added: 4.4] | | |

| United States | | $ | [removed: 1,040.0] [added: 1,094.6] | | | $ | [removed: 1,012.3] [added: 1,040.0] | | | $ | [removed: 960.9] [added: 1,012.3] | | | | [removed: 2.7] [added: 5.3] | | % | | [removed: 5.4] [added: 2.7] | | % |

| International | | | [removed: 959.1] [added: 998.8] | | | | [removed: 954.9] [added: 959.1] | | | | [removed: 934.0] [added: 954.9] | | | | [removed: 0.4] [added: 4.1] | | | | [removed: 2.2] [added: 0.4] | | |

| Total | | $ | [removed: 1,999.1] [added: 2,093.5] | | | $ | [removed: 1,967.2] [added: 1,999.1] | | | $ | [removed: 1,894.9] [added: 1,967.2] | | | | [removed: 1.6] [added: 4.7] | | | | [removed: 3.8] [added: 1.6] | | |

Changes in volume and mix of product sales had a positive effect of [removed: 4.2] [added: 6.4] percent on year-over-year sales growth in [removed: 2024.][added: 2025.]

[removed: Market] [added: In addition, market] growth and new product introductions contributed positively to volume and mix [removed: trends, but were][added: trends.]

Market growth is being driven by an aging and active population, technological advancements, and data showcasing positive clinical [removed: outcomes] [added: outcomes,] among other factors.

Global selling prices had a [removed: positive] [added: minimal] effect [removed: of 0.6 percent] on year-over-year sales growth in [removed: 2024.][added: 2025.]

In [removed: 2024,] [added: 2025,] changes in foreign currency exchange rates had a [removed: negative] [added: positive] effect of [removed: 1.0] [added: 0.8] percent on year-over-year sales.

[removed: The 3.5 percent] [added: In 2025, our Knees and Hips] net sales [removed: growth in the U.S. in 2024] [added: both increased by 4.7 percent] when compared to [removed: 2023 was driven by] [added: 2024 due to] market growth [removed: in our Knees, Hips] and [removed: S.E.T.] [added: new] product [removed: categories.][added: introductions.]

Internationally, net sales increased by [removed: 4.3] [added: 7.0] percent in [removed: 2024] [added: 2025] when compared to [removed: 2023.][added: 2024.]

The [removed: 2024] [added: 2025] International net sales increase was similarly driven by [added: the Paragon 28 acquisition,] market growth in most of our international [removed: markets, but volume increases were partially offset by the negative impacts of] [added: markets and] changes in foreign currency exchange [removed: rates of 2.3 percent.][added: rates.]

[removed: In 2024, our Knees] [added: Technology & Data, Bone Cement] and [removed: Hips] [added: Surgical product category] net sales increased by [removed: 4.4] [added: 4.0] percent [removed: and 1.6 percent, respectively,] [added: in 2025] when compared to [removed: 2023] [added: 2024, primarily] due to [removed: market growth and] new product introductions.

Changes in foreign currency exchange rates had [removed: negative] [added: positive] effects of [removed: 0.8] [added: 0.7] percent and [removed: 1.4] [added: 0.9] percent on [removed: 2024] [added: 2025] Knees and Hips net sales, respectively.

S.E.T. net sales increased by [removed: 6.5] [added: 15.2] percent in [removed: 2024] [added: 2025] when compared to [removed: 2023.][added: 2024.]

Changes in foreign currency exchange rates had a [removed: negative] [added: positive] effect of 0.6 percent on [removed: 2024] [added: 2025] S.E.T. net sales.

| | | [removed: 2024] [added: 2025] | | [removed: 2023] [added: 2024] | | [removed: 2022] [added: 2023] | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] Inc/(Dec) | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] Inc/(Dec) | |

| Cost of products sold, excluding intangible asset amortization | | [removed: 28.5] [added: 30.3] | % | [removed: 28.2] [added: 28.5] | % | [removed: 29.1] [added: 28.2] | % | [removed: 0.3] [added: 1.8] | % | [removed: (0.9)] [added: 0.3] | % |

| Intangible asset amortization | | [removed: 7.7] [added: 8.1] | | [removed: 7.6] [added: 7.7] | | 7.6 | | [removed: 0.1] [added: 0.4] | | [removed: \-] [added: 0.1] | |

Net sales growth was driven by a combination of our acquisition of Paragon 28, Inc. (“Paragon 28”) on April 21, 2025, market growth, new product introductions, and lower net sales in the prior year due to operational challenges fulfilling customer orders as a consequence of a new enterprise resource planning ("ERP") software system implementation.

Paragon 28 had a positive impact on our net sales growth of 2.5 percent in 2025.

The decline in net earnings was driven by inventory and instrument charges of approximately $170 million related to certain product lines we intend to discontinue; costs related to the acquisition of Paragon 28 and the acquisition of Monogram Technologies Inc. (“Monogram”) on October 7, 2025, including acquisition-related costs and higher interest expense incurred for debt borrowed for the acquisitions; U.S. tariffs; higher performance-related compensation; and investments made to direct-to-patient marketing, medical education and information technology in the current year.

These unfavorable items were partially offset by the net sales increase, a favorable mix shift to higher margin products and markets, favorable adjustments related to contingent consideration for acquisitions, gains recognized on our equity investments in 2025 compared to losses in 2024, lower restructuring costs due to the timing of our restructuring programs, and lower litigation-related charges.

*2026 Outlook*

We expect year-over-year net sales growth of 2.5 percent to 4.5 percent in 2026 to be driven by a combination of market growth, new product introductions, the Paragon 28 acquisition and positive effects of changes in foreign currency exchange rates, partially offset by the expected impact from changes to our go-to-market strategy and execution in the U.S. and certain other international markets, as well as price declines.

These expected impacts, combined with the uncertain timing of incentivized stocking orders and capital sales, could cause fluctuations in our quarterly results.

We estimate that the Paragon 28 acquisition will contribute an additional 1.0 percent to the year-over-year net sales growth until it eclipses the one year anniversary of deal closing in April 2026.

We review sales by these geographies because the underlying market trends in any particular

Additionally, with sales to customers where title to product passes upon shipment, these customers may purchase items in large quantities if incentives are offered or if there are new product offerings in a market, which could cause period-to-period differences in sales.

| Total | | $ | 8,231.5 | | | $ | 7,678.6 | | | $ | 7,394.2 | | | | 7.2 | | | | 3.8 | | |

| | | 2025 | | | | 2024 | | | | 2023 | | | | 2025 vs. 2024 % Inc | | | | 2024 vs. 2023 % Inc | | | |

The Paragon 28 acquisition contributed 2.5 percent to volume growth in 2025.

The 7.3 percent net sales growth in the U.S. in 2025 when compared to 2024 was driven by the Paragon 28 acquisition, market growth in our Knees, Hips and S.E.T. product categories, new product introductions, lower net sales in the prior year periods due to operational challenges fulfilling customer orders as a consequence of a new ERP software system implementation and opportunistic end-of-year customer purchases and capital sales above historic levels, partially offset by price reductions.

The Paragon 28 acquisition contributed 3.6 percent to U.S. net sales growth in 2025.

The Paragon 28 acquisition contributed 1.1 percent and changes in foreign currency exchange rates contributed 1.8 percent to International net sales growth in 2025.

S.E.T. net sales growth was primarily driven by the Paragon 28 acquisition, which had a positive effect of 10.5 percent on net sales growth, as well as net sales growth in CMFT, upper extremities and sports medicine products of 12.5 percent, 8.2 percent and 5.5 percent, respectively.

These increases were partially offset by declines of 14.2 percent and 0.7 percent in net sales of biologics and trauma products, respectively.

The increase in amount was primarily due to a higher volume of net sales, excess and obsolete inventory charges on certain products we intend to discontinue by 2032, U.S. tariffs and Paragon 28 inventory sold being stepped-up to fair value on the acquisition date.

The increase as a percentage of net sales was primarily due to the inventory charges, tariffs and inventory step-up, but was partially offset by a favorable mix shift to higher margin products and markets.

| | | 2025 | | | | 2024 | | |

| Inventory step-up | | | (0.4 | ) | | | \- | |

| U.S. tariffs | | | (0.4 | ) | | | \- | |

The increase in amount was driven by Paragon 28-related R&D expenses and higher spending on certain technology-based projects, but were partially offset by lower spending on our initial compliance with the European Union Medical Device Regulation as we continue to make progress on the approvals of our products.

The decrease in R&D expenses as a percentage of net sales was due to our restructuring programs as well as controlling spend as net sales increased.

The increases were primarily due to selling and distribution costs that are variable expenses which increase as net sales increase, Paragon 28-related expenses, higher performance-related compensation, instrument-related charges on certain product lines we intend to discontinue by 2032 and investments made in direct-to-patient marketing, medical education and information technology.

The Paragon 28 and Monogram acquisitions included $55.1 million of compensation expense related to the discretionary accelerated vesting of Paragon 28 and Monogram unvested restricted stock units and stock options as agreed upon as part of the acquisition agreements.

These costs were partially offset by $77.1 million of net gains related declines in the estimated fair values of contingent consideration from acquisitions due to updated forecasts of net sales.

Interest expense, net, increased in 2025 when compared to 2024, primarily due to higher average debt balances outstanding related to the Paragon 28 acquisition and new borrowings in late 2024 that replaced debt with lower interest rates.

In 2025, the ETR was primarily driven by the foreign rate differential as our foreign locations have lower corporate income tax rates and a net favorable impact of certain intercompany transactions and restructuring.

| Americas | | $ | 5,144.6 | | | $ | 4,794.8 | | | $ | 4,624.1 | | | $ | 2,645.7 | | | $ | 2,576.3 | | | $ | 2,487.7 | | | | 51.4 | | % | | 53.7 | | % | | 53.8 | | % |

| EMEA | | | 1,828.8 | | | | 1,691.1 | | | | 1,592.4 | | | | 595.0 | | | | 594.3 | | | | 545.0 | | | | 32.5 | | | | 35.1 | | | | 34.2 | | |

| Asia Pacific | | | 1,258.1 | | | | 1,192.8 | | | | 1,177.7 | | | | 446.0 | | | | 462.1 | | | | 437.0 | | | | 35.5 | | | | 38.7 | | | | 37.1 | | |

Operating profit increased primarily due to the acquisition of Paragon 28, which was partially offset by higher manufacturing costs included in segment operating profit.

In addition, the Americas benefited from opportunistic end-of-year customer purchases and capital sales above historic levels.

Operating profit as a percentage of net sales decreased because of the higher manufacturing costs as well as the fact that the operating profit contributed by Paragon 28 is at a lower operating profit margin.

The decrease in operating profit as a percentage of net sales was due to higher manufacturing costs included in segment operating profit, as well as the fact that the operating profit contributed by Paragon 28 is at a lower operating profit margin.

The decreases were due to higher manufacturing costs included in segment operating profit and higher bad debt expense, as well as the fact that the operating profit contributed by Paragon 28 is at a lower operating profit margin.

These favorable items were partially offset by costs related to closing the Paragon 28 and Monogram acquisitions, U.S. tariffs and higher interest and tax-related payments.

In 2025, we issued senior notes for proceeds of $2,492.1 million.

On March 1, 2022, we completed the spinoff of our spine and dental businesses into ZimVie.

The historical results of our spine and dental businesses have been reflected as discontinued operations in our consolidated financial statements in our 2022 results through the date of the spinoff.

The following discussion and analysis is presented on a continuing operations basis unless otherwise noted.

The Current Report on Form 8-K filed on August 7, 2024 was filed solely to recast financial information and related disclosures contained in our Annual Report on Form 10-K for the year ended December 31, 2023 to reflect changes to the operating profit measures of our operating segments.

Net sales growth was driven by a combination of market growth, new product introductions, positive price realization and commercial execution across the organization.

These favorable items were negatively impacted by our transition in July 2024 to a new enterprise resource planning ("ERP") software system for a significant portion of our U.S. and Canada sales and commercial operations.

As a result of this ERP implementation, we experienced operational challenges which affected our ability to fulfill certain customer orders.

This disruption mostly affected our U.S. net sales, but our International net sales were also impacted as shipments to our international affiliates were delayed.

Shipping levels returned to similar levels that existed prior to the implementation by the end of the year.

For the full year 2024, we estimate this ERP implementation had less than a one percent impact to our net sales.

The decline in net earnings was driven by higher favorable tax settlements in 2023 compared to 2024, higher charges from our 2023 Restructuring Plan which was instituted at the end of 2023 and continued into 2024, including $84.6 million in employee termination benefits-related charges recognized in 2024, and higher intangible asset amortization.

These unfavorable items were partially offset by the net sales increase, savings from our 2023 Restructuring Plan and other initiatives, and lower research and development ("R&D") spending for initial compliance with the European Union Medical Device Regulation ("EU MDR").

*2025 Outlook (excludes any impacts from the proposed Paragon 28, Inc. acquisition)*

We expect year-over-year revenue growth of 1.0 percent to 3.5 percent in 2025 to be driven by a combination of market growth, new product introductions and commercial execution.

partially offset by the operational challenges resulting from our ERP implementation.

However, net sales in the U.S. were negatively impacted by the implementation of our new ERP system which caused operational challenges in fulfilling customer orders.

S.E.T. net sales growth was primarily driven by net sales growth in CMFT, sports medicine and upper extremities products of 14.0 percent, 13.1 percent and 6.0 percent, respectively, partially offset by a 0.5 percent decline in net sales of trauma products.

Technology & Data, Bone Cement and Surgical product category net sales increased by 0.7 percent in 2024 when compared to 2023 primarily due to higher net sales for our ROSA robot in the first half of the year, but was partially offset by the operational challenges from our ERP system implementation.

| Goodwill and intangible asset impairment | | \- | | \- | | 4.2 | | \- | | (4.2) | |

| Quality remediation | | \- | | \- | | 0.5 | | \- | | (0.5) | |

The increase in amount was primarily due to a higher volume of net sales.

The increase as a percentage of net sales was due to higher manufacturing costs from inflation and other cost pressures.

The manufacturing cost increase was partially offset by lower royalty expense, volume and mix shift to higher margin products and markets, and improved pricing.

The reduction in royalty expense was partially the result of agreements we entered into in 2023 to acquire intellectual property through the buyout of certain licensing arrangements, which are recognized as intangible assets and result in additional intangible asset amortization expense instead of royalty expense.

The decreases were driven by lower spending on our initial compliance with the EU MDR as we continue to make progress on the approvals of our products, and savings from our 2023 Restructuring Plan.

The increase in expenses was due to selling and distribution costs that are variable expenses which increase as net sales increase.

In addition, SG&A expense increased due to higher bad debt-related charges driven by a bankruptcy at a significant U.S. healthcare system, higher instrument-related costs due to new product introductions, higher litigation-related charges, a gain recognized in 2023 from the sale of an asset which did not recur in 2024, and higher spending on various strategic initiatives.

The decline in SG&A expenses as a percentage of net sales was due to many of our SG&A expenses being fixed costs that do not change as net sales increase.

Interest expense, net, increased in 2024 when compared to 2023, primarily from higher average debt balances, higher interest rates on new debt issued in 2024 that replaced debt that matured and higher losses incurred on our fixed-to-variable interest rate swaps in 2024.

In 2023, the ETR was primarily driven by net favorable impact of changes to unrecognized tax benefits.

See Note 17 to our consolidated financial statements for additional information on our income taxes.

| Americas | | $ | 4,794.8 | | | $ | 4,624.1 | | | $ | 4,295.5 | | | $ | 2,577.0 | | | $ | 2,487.1 | | | $ | 2,282.4 | | | | 53.7 | | % | | 53.8 | | % | | 53.1 | | % |

| EMEA | | | 1,691.1 | | | | 1,592.4 | | | | 1,456.5 | | | | 585.8 | | | | 538.2 | | | | 416.1 | | | | 34.6 | | | | 33.8 | | | | 28.6 | | |

| Asia Pacific | | | 1,192.8 | | | | 1,177.7 | | | | 1,187.8 | | | | 457.6 | | | | 432.3 | | | | 429.1 | | | | 38.4 | | | | 36.7 | | | | 36.1 | | |

The increase in operating profit in 2024 was primarily due to higher net sales driven by market growth and new product introductions, coupled with lower royalty expense as a result of agreements we entered into in 2023 to acquire intellectual property through the buyout of certain licensing arrangements.

However, operating profit as a percentage of net sales decreased slightly due to investments in instruments to support new product introductions and higher bad debt-related charges in 2024.

The increases were due to higher net sales driven by market growth and improved pricing, lower excess and obsolete inventory charges, reduced royalty expense as a result of agreements we entered into in 2023 to acquire intellectual property through the buyout of certain licensing arrangements, and lower expenses driven by our 2023 Restructuring Plan and cost savings initiatives.

The increases were due to higher net sales driven by market growth and improved pricing, reduced royalty expense as a result of agreements we entered into in 2023 to acquire intellectual property through the buyout of certain licensing arrangements, and lower expenses driven by our 2023 Restructuring Plan and cost savings initiatives.

These unfavorable items were partially offset by lower inventory investments in 2024 when compared to 2023.

The decline in property, plant and equipment additions in 2024 when compared to 2023 was driven by lower ERP software spend as that project is getting implemented, in addition to 2023 including investment in a corporate aircraft which did not recur in 2024.

See Note [removed: 15] [added: 14] to our consolidated financial statements for further details on our foreign currency exchange risk exposure and management.

[added: On this basis, with respect to] cash flow hedges, changes in cash flows attributable to hedged transactions are generally expected to be offset by changes in the fair value of hedge instruments.

A sensitivity analysis of changes in the fair value of foreign currency exchange forward contracts outstanding at December 31, [removed: 2024] [added: 2025] indicated that, if the U.S. Dollar uniformly strengthened or weakened in value by 10 percent relative to all currencies, with no change in the interest differentials, the fair value of those contracts would affect earnings in a range of a decrease of approximately [removed: $85] [added: $109] million to an increase of approximately [removed: $84] [added: $107] million before income taxes in periods through [removed: June 2027.][added: April 2028.]

We had net assets, excluding goodwill and intangible assets, in legal entities with non-U.S. Dollar functional currencies of [removed: $1,950.5] [added: $1,490.4] million at December 31, [removed: 2024.][added: 2025.]

For details about these and other financial instruments, including fair value methodologies, see Note [removed: 15] [added: 14] to our consolidated financial statements.

Based upon our overall interest rate exposure as of December 31, [removed: 2024,] [added: 2025,] a change of 10 percent in interest rates, assuming the principal amount outstanding remains constant, would not have a material effect on interest expense, net.

On this basis, with respect to

We design, manufacture and market orthopedic reconstructive products; sports medicine, biologics, extremities and trauma products; craniomaxillofacial and thoracic (“CMFT”) products; [added: bone cement;] surgical products; and a suite of integrated digital and robotic technologies that leverage data, data analytics and artificial intelligence.

With sales to stocking distributors, some healthcare dealers and some hospitals, [added: and at times to some direct channel accounts,] title to product [added: typically] passes upon shipment.

Consignment sales represented approximately 85 percent of our net sales in [removed: 2024.][added: 2025.]

No individual customer accounted for more than 2 percent of our net sales for [removed: 2024.][added: 2025.]

In response to the different healthcare systems throughout the world, our sales and marketing strategies and organizational structures differ by [added: country and] region.

See Note [removed: 19] [added: 18] to our consolidated financial statements for more information regarding our segments.

The U.S. accounted for approximately 95 percent of net sales in this region in [removed: 2024.][added: 2025.]

The U.S. sales force [removed: consists] [added: historically has consisted] of a combination of employees and independent sales agents, most of whom sell products exclusively for Zimmer Biomet.

France, Germany, Italy, Spain and the United Kingdom (the “UK”) collectively accounted for approximately 50 percent of net sales in the region in [removed: 2024.][added: 2025.]

Japan is the largest market within this segment, accounting for approximately [removed: 45] [added: 50] percent of the region’s net sales in [removed: 2024.][added: 2025.]

Our products include orthopedic reconstructive products; sports medicine, biologics, extremities and trauma products; CMFT products; [added: bone cement;] surgical products; and a suite of integrated digital and robotic technologies.

[removed: There are also procedures for partial reconstruction of the knee, which treat] limited knee degeneration and involve the replacement of only one side, or compartment, of the knee with a unicompartmental knee prosthesis.

Our significant hip brands include the Taperloc® Hip System, Avenir Complete® Hip System, [added: Z1® Hip Implant,] Arcos® Modular Hip System, and G7® Acetabular System.

Sports medicine products represented [removed: 13] [added: 12] percent of our S.E.T. product category net sales in [removed: 2024.][added: 2025.]

Biologics products represented [removed: 6] [added: 5] percent of our S.E.T. product category net sales in [removed: 2024.][added: 2025.]

Our foot and ankle products represented [removed: 3] [added: 12] percent of our S.E.T. product category net sales in [removed: 2024.][added: 2025.]

Our upper extremities products represented [removed: 32] [added: 30] percent of our S.E.T. product category net sales in [removed: 2024.][added: 2025.]

Trauma products represented [removed: 23] [added: 20] percent of our S.E.T. product category net sales in [removed: 2024.][added: 2025.]

CMFT products represented 21 percent of our S.E.T. product category net sales in [removed: 2024.‌] [added: 2025.‌] Our significant S.E.T. brands include the JuggerKnot® Soft Anchor System, Gel-One® Cross-linked Hyaluronate, [added: Gorilla® Ankle Fracture Plating System,] Comprehensive® Shoulder, Natural Nail® System, and SternaLock® System.

As of December 31, [removed: 2024,] [added: 2025,] we employed approximately [added: 17,000 employees worldwide, including approximately] 2,000 [added: employees dedicated to] research and [removed: development employees worldwide.][added: development.]

We are subject to FDA Quality [added: Management] System regulations governing design and manufacturing practices, testing, manufacturing quality assurance, labeling and record keeping and reporting requirements for our products, which apply both to our own and to our third-party manufacturers' operations.

[removed: The] CBP imposes its own regulatory requirements on the import of our products, including inspection and possible sanctions for noncompliance.

[added: We are also subject to foreign trade controls] administered by certain U.S. government agencies, including the Bureau of Industry and Security within the Commerce Department and the Office of Foreign Assets Control within the Treasury Department (“OFAC”).

The first piece of the Statutory Instrument (“SI”) for post-market surveillance requirements was released in January 2025 with further SIs planned to be released later in [removed: 2025] [added: 2026] and in [removed: 2026.][added: 2027.]

Our quality management system is based upon the requirements of ISO 13485, the FDA Quality [added: Management] System regulations, the MDD, the EU MDR and other applicable regulations for the markets in which we sell.

*Data [removed: Privacy] [added: Privacy, Cyber and Artificial Intelligence] Laws*

We are also subject to emerging regulations, directives, voluntary commitments and guidance governing data security and cyber risk management for medical devices as well as emerging regulations, directives, [added: voluntary commitments and guidance relating to artificial intelligence.]

[removed: Risk Factors – If we fail to comply with data privacy and security] [added: *security] laws and regulations, we could face substantial penalties and our business, operations and financial condition could be adversely affected.*

We have approximately [removed: 7,000] [added: 6,000] employees dedicated to manufacturing our products worldwide.

Respect and show gratitude for the contributions and diverse perspectives of [removed: all team members][added: others]

Our eight global employee resource groups (“ERGs”) [removed: continue] [added: are open] to [added: all team members and] have substantial participation with membership representing approximately 15 percent of our workforce.

In [removed: 2024,] [added: 2025,] our Total Recordable Incident Rate was [removed: 0.30] [added: 0.22] and our Lost Time Incident Rate was [removed: 0.14.][added: 0.10.]

The following table sets forth certain information with respect to our executive officers as of February [removed: 15, 2025.][added: 13, 2026.]

| Ivan Tornos | | [removed: 49] [added: 50] | | [added: Chairman,] President and Chief Executive Officer |

| [removed: Rachel Ellingson] [added: Chad Phipps] | | [removed: 55] [added: 54] | | Senior Vice [removed: President and] [added: President,] Chief [removed: Administrative] [added: Legal and Corporate Affairs] Officer [added: and Secretary] |

| Paul Stellato | | [removed: 50] [added: 51] | | Vice President, Controller and Chief Accounting Officer |

| Suketu Upadhyay | | [removed: 55] [added: 56] | | Chief Financial Officer and Executive Vice President - Finance, Operations and Supply Chain |

| Wilfred van Zuilen | | [removed: 55] [added: 56] | | Group President, Europe, Middle East and Africa |

| Lori Winkler | | [removed: 63] [added: 64] | | Senior Vice President, Chief Human Resources Officer |

| Sang Yi | | [removed: 62] [added: 63] | | Group President, Asia Pacific |

We recently commenced a multi-year initiative to convert substantial portions of our U.S. sales force from their status as independent sales agents to becoming our employees.

There are also procedures for partial reconstruction of the knee, which treat

Our primary research and development facilities are located in Warsaw, Indiana; Montreal, Quebec, Canada; Denver, Colorado; Jacksonville, Florida; Austin, Texas; Zug, Switzerland and Beijing, China.

We have other research and development personnel based in other locations both within and outside the U.S. As of December 31, 2025, we employed approximately 2,000 research and development employees worldwide.

Risk Factors – If we fail to comply with data privacy and*

| Jehanzeb Noor | | 44 | | Senior Vice President, Chief Strategy, Business Development, Innovation and Transformation Officer |

| Kevin Thornal | | 52 | | Group President, Global Businesses and the Americas |

Mr. Tornos was appointed Chairman of the Board in May 2025.

Mr. Noor was appointed Senior Vice President, Chief Strategy, Business Development, Innovation and Transformation Officer in January 2026, after being appointed Senior Vice President, Chief Strategy, Innovation and Business Development Officer in March 2025.

In his role, he is responsible for leading strategy development and execution; overseeing all facets of M&A; identifying short- and long-term organic and inorganic growth opportunities; and leading enterprise-wide transformation.

In addition, he oversees the research and product development organizations, inclusive of new product and service development, partnership and ecosystem development and platform technologies.

Prior to joining Zimmer Biomet in March 2025, Mr. Noor served as President and Managing Director for Europe, Africa and Asia at Trivium starting in August 2022 and was CEO of Smiths Medical from July 2019 through January 2022.

He also previously held roles of increasing responsibility at Amcor, McKinsey (Partner), Ford Motor Company and Constellation Energy Commodities Group.

Mr. Noor holds a Master of Science with a focus on Product Design and Operations Management, a Bachelor of Science in Finance and a Bachelor of Science in Mechanical Engineering, all from the Massachusetts Institute of Technology.

Mr. Thornal was appointed Group President, Global Businesses and the Americas in July 2025.

Prior to joining the Company, Mr. Thornal served as President and Chief Executive Officer of Nevro Corp. from April 2023, and as a member of its Board of Directors from May 2023, until the completion of its acquisition by Globus Medical, Inc. in April 2025.

He previously served as the Group President of Global Diagnostic Solutions at Hologic, Inc. (“Hologic”) from April 2022 to April 2023.

Mr. Thornal served in several leadership positions with increasing levels of responsibility at Hologic from 2014 to April 2023.

Prior to Hologic, Mr. Thornal held several roles of increasing responsibility at Stryker Corp. from 2004 to 2014 in sales, marketing, and business development.

On March 1, 2022, we completed the spinoff of our spine and dental businesses into a new public company, ZimVie Inc. (“ZimVie”).

The transaction was intended to benefit our stockholders by enhancing the focus of both Zimmer Biomet and ZimVie to meet the needs of patients and customers and, therefore, achieve faster growth and deliver greater value for all stakeholders.

Our primary research and development facility is located in Warsaw, Indiana.

We have other research and development personnel based in, among other places, Canada, China, France, Switzerland and other U.S. locations.

We are also subject to foreign trade controls

voluntary commitments and guidance relating to artificial intelligence.

As of December 31, 2024, we employed approximately 17,000 employees worldwide, including approximately 2,000 employees dedicated to research and development.

We monitor and benchmark our team member demographics at all levels of the organization.

| Mark Bezjak | | 50 | | President, Americas |

| Chad Phipps | | 53 | | Senior Vice President, General Counsel and Secretary |

Mr. Bezjak was appointed President, Americas in September 2023.

As President, Americas, he oversees all commercial, downstream marketing and distribution activities in North America and Latin America.

Mr. Bezjak joined Zimmer Biomet in April of 2008 as Director of Corporate Sales and has held roles of increasing importance within the Company, most recently serving as President, North America, since 2021.

Prior to his work at Zimmer Biomet, Mr. Bezjak held multiple roles with Teleflex Incorporated ranging from a regional sales representative to Director of Strategic Accounts from 2000 to 2008.

He also held various sales representative roles with Michelin Tire Company from 1997 to 2000.

Ms. Ellingson was appointed Senior Vice President and Chief Administrative Officer in May 2024.

Prior to that, she served as Senior Vice President and Chief Strategy Officer since April 2018 and was designated as an executive officer in January 2021.

Prior to joining Zimmer Biomet, Ms. Ellingson served as a member of the executive leadership team of St. Jude Medical in positions of increasing responsibility from 2012 until 2017, most recently as Vice President, Corporate Strategy from 2015 until 2017.

Before joining St. Jude Medical, Ms. Ellingson served as Vice President, Business Development and Investor Relations at AGA Medical Corporation.

Prior to joining AGA Medical, Ms. Ellingson had more than 15 years of experience in investment banking, rising to the position of Managing Director, Medical Technology Investment Banking with Bank of America.

She has served as a member of the board of directors of Biolife Solutions, Inc. since April 2021 and serves on their audit and compensation committees.

He joined Xylem upon its spinoff from ITT

Information pertaining to certain legal proceedings in which we are involved can be found in Note [removed: 21] [added: 20] to our consolidated financial statements included in Part II, Item 8 of this report and is incorporated herein by reference.

For year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of shares held by non-affiliates was [removed: $22,228,595,506] [added: $18,023,763,265] (based on the closing price of these shares on the New York Stock Exchange on June [removed: 28, 2024] [added: 30, 2025] and assuming solely for the purpose of this calculation that all directors and executive officers of the registrant are “affiliates”).

As of February [removed: 14, 2025, 199,063,164] [added: 10, 2026, 195,652,004] shares of the registrant’s $.01 par value common stock were outstanding.

| Portions of the Proxy Statement with respect to the [removed: 2025] [added: 2026] Annual Meeting of Stockholders | | Part III |

We generally use the words “may,” “will,” [added: “can,”] “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “assumes,” “guides,” “targets,” “forecasts,” “sees,” “seeks,” “should,” “could,” “would,” “predicts,” “potential,” “strategy,” “future,” “opportunity,” “work toward,” “intends,” “guidance,” “confidence,” [removed: “positioned,”] [added: “position,”] “design,” “strive,” “continue,” “look forward to” and similar expressions to identify forward-looking statements.

[removed: 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; 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; control of costs and expenses; risks related to the satisfaction of the conditions to closing the proposed transaction with Paragon 28 (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as whether the stockholders of Paragon 28 will approve the proposed transaction and the possibility that the proposed transaction does not close; risks related to the ability to realize the anticipated benefits of the proposed transaction with Paragon 28, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; the risk that the businesses of Paragon 28, if the proposed transaction closes will not be integrated successfully; disruption from the proposed transaction making it more difficult to maintain business and operational relationships, including with customers, vendors, service providers, independent sales representatives, agents or agencies; 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, employees 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 impact of substantial indebtedness on our ability to service our debt obligations and/or refinance amounts outstanding under our debt obligations at 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][added: 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; 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; 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 cyber attack, 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 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]

[removed: 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.

| Item 1B. | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | | [removed: 25] [added: 26] |

| Item 1C. | [Cybersecurity](#item_1c_cybersecurity) | | [removed: 25] [added: 26] |

| Item 2. | [Properties](#item_2_properties) | | [removed: 26] [added: 27] |

| Item 3. | [Legal Proceedings](#item_3_legal_proceedings) | | [removed: 27] [added: 28] |

| Item 4. | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | | [removed: 27] [added: 28] |

| [PART II](#part_ii) | | | [removed: 28] [added: 29] |

| Item 5. | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common_equ) | | [removed: 28] [added: 29] |

| Item 6. | [\[Reserved\]](#item_6_reserved) | | [removed: 29] [added: 30] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | | [removed: 30] [added: 31] |

| Item 7A. | [Quantitative and Qualitative Disclosures About Market Risk](#item_7a_quantitative_qualitative_disclos) | | [removed: 38] [added: 40] |

| Item 8. | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | | [removed: 41] [added: 42] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | | [removed: 92] [added: 100] |

| Item 9A. | [Controls and Procedures](#item_9a_controls_procedures) | | [removed: 92] [added: 100] |

| Item 9B. | [Other Information](#item_9b_or_information) | | [removed: 93] [added: 101] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_dis_reg_for_jur_t_pre_ins) | | [removed: 93] [added: 101] |

| [PART III](#part_iii) | | | [removed: 94] [added: 102] |

| Item 10. | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | | [removed: 94] [added: 102] |

| Item 11. | [Executive Compensation](#item_11_executive_compensation) | | [removed: 94] [added: 102] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | | [removed: 94] [added: 102] |

| Item 13. | [Certain Relationships and Related Transactions and Director Independence](#item_13_certain_relationships_related_tr) | | [removed: 94] [added: 102] |

| Item 14. | [Principal Accountant Fees and Services](#item_14_principal_accounting_fees_servic) | | [removed: 94] [added: 102] |

[removed: | [PART IV](#part_iv) | | | 95 |][added: # PART I]

| Item 15. | [Exhibits and Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | | [removed: 95] [added: 103] |

| Item 16. | [Form 10-K Summary](#item_16_10k_summary) | | [removed: 100] [added: 108] |

[removed: PART I][added: | [PART IV](#part_iv) | | | 103 |]

[removed: We maintain separation of duties between] our cybersecurity organization and other IT functional areas as well as established roles that define the responsibility of the cybersecurity team within our organization.

Under our program, cybersecurity issues are analyzed by subject matter experts, including those in information security, information technology, risk, and other [removed: areas] [added: areas,] to evaluate potential security, financial, operational, reputational and other risks, as well as to identify any potential data breaches or other cybersecurity incidents.

[added: Third parties] also provide managed services for incident response, proactive threat identification services, security architecture consulting, security remediation services, patching and external audit services.

Our VP, [removed: IT Global Infrastructure (“ITGI”)] [added: Chief Information Security Officer (“CISO”)] leads our cybersecurity program through our global information security operations team and also leads our IT Governance, Risk and Compliance and Incident Response functions.

As of December 31, [removed: 2024,] [added: 2025,] our [removed: Cybersecurity,] [added: security operations and Governance,] Risk and Compliance teams consisted of team members and contractors, many of whom have advanced degrees and cybersecurity-related industry certifications.

Under the direction of our [removed: ITGI and] CISO, we monitor developments that could affect our long-term organizational cybersecurity strategy based on threats globally and to continually enhance our cybersecurity program in response to such developments.

We maintain separation of duties between

Our CISO has over 30 years of experience in IT security across several industry sectors and cybersecurity leadership.

Third parties

Our acting Chief Information Security Officer (“CISO”) leads our security operations functions.

Our CISO has over 10 years of experience in information technology security obtained in civilian and military roles and our ITGI has over 20 years of experience in information technology and cybersecurity leadership obtained in civilian roles.

Warsaw, Indiana is also home to our most significant manufacturing, research and development (“R&D”) and other business activities for our Knees, Hips and S.E.T. [removed: product divisions.]

Our most significant locations outside of the U.S. are in Switzerland, [removed: Ireland, China,] [added: Ireland] and [removed: Puerto Rico.][added: China.]

product divisions.

[removed: PART II][added: # PART II]

Our common stock is traded on the New York Stock Exchange and the SIX Swiss Exchange under the symbol “ZBH.” As of February 10, [removed: 2025,] [added: 2026,] there were approximately [removed: 12,544] [added: 11,627] holders of record of our common stock.

The chart assumes $100 was invested on December 31, [removed: 2019] [added: 2020] in Zimmer Biomet common stock and each index and that dividends were reinvested.

[removed: ][added: ]

| Company/Index | | [removed: 2019 | | | |] 2020 | | | | 2021 | | | | 2022 | | | | 2023 | | | | 2024 | | | [added: | 2025 | | |]

The following table summarizes repurchases of common stock settled during the three months ended December 31, [removed: 2024:][added: 2025:]

| Zimmer Biomet Holdings, Inc. | | $ | 100.00 | | | $ | 82.98 | | | $ | 86.55 | | | $ | 83.25 | | | $ | 72.88 | | | $ | 62.65 | |

| S&P 500 Stock Index | | | 100.00 | | | | 128.71 | | | | 105.40 | | | | 133.10 | | | | 166.40 | | | | 196.16 | |

| S&P 500 Health Care Equipment Index | | | 100.00 | | | | 119.35 | | | | 96.84 | | | | 105.60 | | | | 117.15 | | | | 126.87 | |

| October 1–31, 2025 | | | \- | | | $ | \- | | | | \- | | | $ | 1,020,224,454 | |

| November 1–30, 2025 | | | 1,400,000 | | | | 91.50 | | | | 1,400,000 | | | | 892,125,184 | |

| December 1–31, 2025 | | | 1,311,242 | | | | 92.97 | | | | 1,311,242 | | | | 770,224,506 | |

| Total | | | 2,711,242 | | | $ | 92.21 | | | | 2,711,242 | | | $ | 770,224,506 | |

On February 9, 2026, our Board of Directors terminated this program and authorized a $1.5 billion share repurchase program effective February 9, 2026, with no expiration date.

| Zimmer Biomet Holdings, Inc. | | $ | 100.00 | | | $ | 103.76 | | | $ | 86.09 | | | $ | 89.80 | | | $ | 86.38 | | | $ | 75.61 | |

| S&P 500 Stock Index | | | 100.00 | | | | 118.40 | | | | 152.39 | | | | 124.79 | | | | 157.59 | | | | 197.02 | |

| S&P 500 Health Care Equipment Index | | | 100.00 | | | | 117.63 | | | | 140.40 | | | | 113.92 | | | | 124.22 | | | | 137.81 | |

| October 2024 | | | 554,874 | | | $ | 104.62 | | | | 554,874 | | | $ | 1,249,999,420 | |

| November 2024 | | | \- | | | | \- | | | | \- | | | | 1,249,999,420 | |

| December 2024 | | | \- | | | | \- | | | | \- | | | | 1,249,999,420 | |

| Total | | | 554,874 | | | $ | 104.62 | | | | 554,874 | | | $ | 1,249,999,420 | |

| [Report of Independent Registered Public Accounting Firm](#report_independent_registered_public_acc) (PCAOB ID: 238) | | [removed: 42] [added: 43] |

| [Consolidated Statements of Earnings for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_earnings)] [added: 2023](#consolidated_statements_earnings)] | | [removed: 44] [added: 47] |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)] for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_comprehensive_in)] [added: 2023](#consolidated_statements_comprehensive_in)] | | [removed: 45] [added: 48] |

| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#consolidated_balance_sheets)] [added: 2024](#consolidated_balance_sheets)] | | [removed: 46] [added: 49] |

| [Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_stockholders_equ)] [added: 2023](#consolidated_statements_stockholders_equ)] | | [removed: 47] [added: 50] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#consolidated_statements_cash_flows)] [added: 2023](#consolidated_statements_cash_flows)] | | [removed: 48] [added: 51] |

| [Notes to Consolidated Financial Statements](#notes_to_consolidated_financial_statemen) | | [removed: 49] [added: 52] |

We have audited the accompanying consolidated balance sheets of Zimmer Biomet Holdings, Inc. and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of earnings, of comprehensive [removed: income (loss),] [added: income,] of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable [added: assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

As described in Notes 2 and [removed: 17] [added: 16] to the consolidated financial statements, the Company has recorded tax liabilities for unrecognized tax benefits with a consolidated balance of [removed: $241.4] [added: $247.4] million as of December 31, [removed: 2024.][added: 2025, of which a portion relates to certain unrecognized tax benefits.]

The calculation of [removed: certain of] the Company’s [removed: estimated] tax [removed: liabilities, representing a majority of the consolidated balance,] [added: liabilities] involves dealing with uncertainties in the application of complex tax laws and regulations in numerous jurisdictions across the Company’s global operations.

The Company’s income tax filings are regularly under audit in multiple federal, [removed: state] [added: state,] and foreign jurisdictions.

The principal considerations for our determination that performing procedures relating to tax liabilities for certain unrecognized tax benefits is a critical audit matter are (i) the significant judgment by management when determining the tax liabilities for certain unrecognized tax benefits [removed: due to a high degree of estimation uncertainty related to management’s application of complex tax laws] and [removed: regulations, the result of income tax audits, and potential for significant adjustments as a result of such audits;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures [added: and evaluating audit evidence related] to [removed: evaluate the timely] [added: management’s] identification [removed: and accurate] [added: of new or changes in information impacting the] measurement of [added: the] tax liabilities for certain unrecognized tax [removed: benefits and evaluating audit evidence available to support the estimates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.][added: benefits.]

These procedures included testing the effectiveness of controls relating to the identification [removed: and accurate] [added: of new or changes in information impacting the] measurement of [added: the] tax liabilities for [added: certain] unrecognized tax [removed: benefits, including controls addressing the completeness of the tax liabilities.][added: benefits.]

These procedures also included, among [removed: others,] [added: others] (i) [removed: evaluating] [added: testing] the [added: completeness and] accuracy of the [removed: measurement] [added: underlying data used in the calculation] of [added: the] tax liabilities for certain unrecognized tax benefits by [added: jurisdiction; (ii)] testing [removed: certain information used in] the [removed: calculation] [added: measurement] of [added: the] tax liabilities for certain unrecognized tax benefits by [removed: jurisdiction, on a sample basis; (ii)] [added: recalculating these liabilities; (iii)] assessing [removed: the completeness] [added: management’s identification] of [added: new or changes in information impacting] the [removed: Company’s identification] [added: measurement] of [added: the] tax liabilities for [added: certain] unrecognized tax benefits and [added: evaluating the] possible outcomes for [added: these] certain unrecognized tax benefits; and [removed: (iii)] [added: (iv)] evaluating the status and results of income tax audits related to certain unrecognized tax benefits with the relevant tax authorities.

| | | [removed: 2024] | [removed: |] [added: 2024] | | [removed: 2023] | | | [added: 2023] | [removed: 2022] | | |

| Net Sales | | $ | [removed: 7,678.6] [added: 8,231.5] | | | $ | [removed: 7,394.2] [added: 7,678.6] | | | $ | [removed: 6,939.9] [added: 7,394.2] | |

| Cost of products sold, excluding intangible asset amortization | | | [removed: 2,191.2] [added: 2,493.7] | | | | [removed: 2,083.8] [added: 2,191.2] | | | | [removed: 2,019.5] [added: 2,083.8] | |

| Intangible asset amortization | | | [removed: 591.9] [added: 665.9] | | | | [removed: 561.5] [added: 591.9] | | | | [removed: 526.8] [added: 561.5] | |

| Research and development | | | [removed: 437.4] [added: 458.5] | | | | [removed: 458.7] [added: 437.4] | | | | [removed: 406.0] [added: 458.7] | |

| Selling, general and administrative | | | [removed: 2,929.8] [added: 3,257.2] | | | | [removed: 2,838.9] [added: 2,929.8] | | | | [removed: 2,761.7] [added: 2,838.9] | |

| Restructuring and other cost reduction initiatives | | | [removed: 219.0] [added: 181.2] | | | | [removed: 151.9] [added: 219.0] | | | | [removed: 191.6] [added: 151.9] | |

| Acquisition, integration, divestiture and related | | | [removed: 23.6] [added: 76.9] | | | | [removed: 21.7] [added: 23.6] | | | | [removed: 11.4] [added: 21.7] | |

| Operating expenses | | | [removed: 6,392.9] [added: 7,133.4] | | | | [removed: 6,116.5] [added: 6,392.9] | | | | [removed: 6,243.6] [added: 6,116.5] | |

| Operating Profit | | | [removed: 1,285.7] [added: 1,098.1] | | | | [removed: 1,277.7] [added: 1,285.7] | | | | [removed: 696.3] [added: 1,277.7] | |

| Other [removed: expense,] [added: income (expense),] net | | | [removed: (31.1] [added: 25.5] | [removed: )] | | | [removed: (9.3] [added: (31.1] | ) | | | [removed: (128.0] [added: (9.3] | ) |

| Interest expense, net | | | [removed: (218.0] [added: (292.8] | ) | | | [removed: (201.2] [added: (218.0] | ) | | | [removed: (164.8] [added: (201.2] | ) |

| Earnings [removed: from continuing operations] before income taxes | | | [removed: 1,036.6] [added: 830.8] | | | | [removed: 1,067.3] [added: 1,036.6] | | | | [removed: 403.5] [added: 1,067.3] | |

| Provision for income taxes [removed: from continuing operations] | | | [removed: 131.4] [added: 125.7] | | | | [removed: 42.2] [added: 131.4] | | | | [removed: 112.3] [added: 42.2] | |

| [removed: Net Earnings from Continuing Operations] [added: Net Earnings] | | | [removed: 905.2] [added: 705.1] | | | | [removed: 1,025.1] [added: 905.2] | | | | [removed: 291.2] [added: 1,025.1] | |

| Less: Net [added: (loss)] earnings attributable to noncontrolling interest | | | [removed: 1.5] [added: (0.1] | [added: )] | | | [removed: 1.1] [added: 1.5] | | | | [removed: 1.0] [added: 1.1] | |

| Net Earnings [removed: from Continuing Operations] of Zimmer Biomet Holdings, Inc. | | [added: $] | [removed: 903.8] [added: 705.1] | | | [added: $] | [removed: 1,024.0] [added: 903.8] | | | [added: $] | [removed: 290.2] [added: 1,024.0] | |

| [removed: Net] [added: Net] Earnings of Zimmer Biomet Holdings, [removed: Inc.] [added: Inc.] | | $ | [removed: 903.8] [added: 705.1] | | | $ | [removed: 1,024.0] [added: 903.8] | | | $ | [removed: 231.4] [added: 1,024.0] | |

| [removed: Basic Earnings] [added: Earnings] Per Common Share | | | | | | | | | | | | |

| Basic | | | [removed: 203.1] [added: 198.0] | | | | [removed: 208.7] [added: 203.1] | | | | [removed: 209.6] [added: 208.7] | |

As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded Paragon 28, Inc. (Paragon 28) from its assessment of internal control over financial reporting as of December 31, 2025, because it was acquired by the Company in a purchase business combination during 2025.

We have also excluded Paragon 28 from our audit of internal control over financial reporting.

Paragon 28 is a wholly-owned subsidiary whose total assets and total net sales excluded from management’s assessment and our audit of internal control over financial reporting represent 1.1% and 2.4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

*Acquisition of Paragon 28 – Valuation of a Certain Technology Intangible Asset*

As described in Note 9 to the consolidated financial statements, on April 21, 2025, the Company completed the acquisition of Paragon 28 and the fair value of consideration transferred was $1,276.5 million.

Of the assets

acquired, $324.0 million relates to technology intangible assets that were recorded, of which a majority relates to a certain technology intangible asset.

The fair value of acquired technology intangible assets was estimated by management using the multi-period excess earnings method.

Management’s significant assumptions used in the valuation of technology intangible assets included revenue growth rates, obsolescence rate, gross margin, operating expenses, and contributory asset charge rate.

The principal considerations for our determination that performing procedures relating to the valuation of a certain technology intangible asset acquired in the acquisition of Paragon 28 is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of a certain technology intangible asset acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, obsolescence rate, gross margin, operating expenses, and contributory asset charge rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of a certain technology intangible asset acquired.

These procedures also included, among others (i) reading the merger agreement; (ii) testing management’s process for developing the fair value estimate of a certain technology intangible asset acquired; (iii) evaluating the appropriateness of the multi-period excess earnings method used by management; (iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings method; and (v) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates, obsolescence rate, gross margin, operating expenses, and contributory asset charge rate.

Evaluating management’s assumptions related to revenue growth rates, gross margin, and operating expenses involved considering (i) the current and past performance of the Paragon 28 business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings method and (ii) the reasonableness of the obsolescence rate and contributory asset charge rate assumptions.

*Acquisition of Monogram Technologies Inc. – Valuation of a Certain Contingent Consideration Liability and the In-Process Research and Development Intangible Asset*

As described in Note 9 to the consolidated financial statements, on October 7, 2025, the Company completed the acquisition of Monogram Technologies Inc. (Monogram) and the fair value of consideration transferred was $377.5 million, including contingent consideration.

Management estimated the contingent consideration liability to be $211.3 million, of which $201.6 million was allocated to additional consideration to acquire Monogram if certain development, regulatory, and revenue milestones are achieved.

A majority of the contingent consideration liability to acquire Monogram related to a certain contingent consideration liability.

Of the assets acquired, $131.5 million relates to the in-process research and development (IPR&D) intangible asset that was recorded.

The estimated fair value of the contingent consideration liability related to the revenue milestones was estimated by management using a Monte Carlo simulation method.

The estimated fair value of the contingent consideration liability related to the development and regulatory milestones was calculated by management based on the probability of achieving the specified milestones and considered the time value of money.

Management’s significant assumptions used in the Monte Carlo simulation method included revenue growth rates and discount rate.

The fair value of the IPR&D intangible asset was estimated by management using the multi-period excess earnings method.

Management’s significant assumptions used in the valuation of the IPR&D intangible asset included revenue growth rates, obsolescence rate, discount rate, and contributory asset charge rate.

The principal considerations for our determination that performing procedures relating to the valuation of a certain contingent consideration liability assumed and the IPR&D intangible asset acquired in the acquisition of Monogram is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of a certain contingent consideration liability assumed and the IPR&D intangible asset acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates and discount rate for a certain contingent consideration liability and revenue growth rates, obsolescence rate, discount rate, and contributory asset charge rate for the IPR&D intangible asset; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of

controls relating to the acquisition accounting, including controls over management’s valuation of a certain contingent consideration liability assumed and the IPR&D intangible asset acquired.

These procedures also included, among others (i) reading the merger agreement; (ii) testing management’s process for developing the fair value estimate of a certain contingent consideration liability assumed and the IPR&D intangible asset acquired; (iii) evaluating the appropriateness of the Monte Carlo simulation and multi-period excess earnings methods used by management; (iv) testing the completeness and accuracy of the underlying data used in the Monte Carlo simulation and multi-period excess earnings methods; and (v) evaluating the reasonableness of the significant assumptions used by management related to revenue growth rates and discount rate for a certain contingent consideration liability and revenue growth rates, obsolescence rate, discount rate, and contributory asset charge rate for the IPR&D intangible asset.

Evaluating management’s assumption related to revenue growth rates involved considering (i) the current and past performance of the Monogram business; (ii) the consistency with external market and industry data; and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Monte Carlo simulation and multi-period excess earnings methods and (ii) the reasonableness of the discount rate assumption for a certain contingent consideration liability and the obsolescence rate, discount rate, and contributory asset charge rate assumptions for the IPR&D intangible asset.

February 19, 2026

| Basic | | $ | 3.56 | | | $ | 4.45 | | | $ | 4.91 | |

| Diluted | | $ | 3.55 | | | $ | 4.43 | | | $ | 4.88 | |

| | | 2025 | | | | 2024 | | |

| Net earnings | | | \- | | | | \- | | | | \- | | | | 705.1 | | | | \- | | | | \- | | | | \- | | | | (0.1 | ) | | | 705.1 | |

| Other comprehensive income | | | \- | | | | \- | | | | \- | | | | \- | | | | 57.1 | | | | \- | | | | \- | | | | \- | | | | 57.1 | |

| Stock compensation plans | | | 0.9 | | | | \- | | | | 112.7 | | | | \- | | | | \- | | | | \- | | | | 0.6 | | | | \- | | | | 113.3 | |

| Embody, Inc acquisition consideration | | | 0.3 | | | | \- | | | | 27.8 | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | 27.8 | |

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Professionals with specialized skill and knowledge were used to assist in evaluating management’s application of complex tax laws and regulations in various jurisdictions and assessing the reasonableness of certain of the Company’s tax positions.

February 25, 2025

| Goodwill and intangible asset impairment | | | \- | | | | \- | | | | 292.8 | |

| Quality remediation | | | \- | | | | \- | | | | 33.8 | |

| Loss from Discontinued Operations, Net of Tax | | | \- | | | | \- | | | | (58.8 | ) |

| Earnings from Continuing Operations | | $ | 4.45 | | | $ | 4.91 | | | $ | 1.38 | |

| Loss from Discontinued Operations | | | \- | | | | \- | | | | (0.28 | ) |

| Basic Earnings Per Common Share | | $ | 4.45 | | | $ | 4.91 | | | $ | 1.10 | |

| Diluted Earnings Per Common Share | | | | | | | | | | | | |

| Earnings from Continuing Operations | | $ | 4.43 | | | $ | 4.88 | | | $ | 1.38 | |

| Diluted Earnings Per Common Share | | $ | 4.43 | | | $ | 4.88 | | | $ | 1.10 | |

| Net Earnings of Zimmer Biomet Holdings, Inc. | | $ | 903.8 | | | $ | 1,024.0 | | | $ | 231.4 | |

| Balance January 1, 2022 | | | 312.8 | | | $ | 3.1 | | | $ | 9,314.8 | | | $ | 10,292.2 | | | $ | (231.6 | ) | | | (103.8 | ) | | $ | (6,717.8 | ) | | $ | 5.7 | | | $ | 12,666.4 | |

| Net earnings | | | \- | | | | \- | | | | \- | | | | 231.4 | | | | \- | | | | \- | | | | \- | | | | 1.0 | | | | 232.4 | |

| Other comprehensive loss | | | \- | | | | \- | | | | \- | | | | \- | | | | (8.8 | ) | | | \- | | | | \- | | | | \- | | | | (8.8 | ) |

| Reclassifications of net investment hedges | | | \- | | | | \- | | | | \- | | | | \- | | | | 25.9 | | | | \- | | | | \- | | | | \- | | | | 25.9 | |

| Spinoff of ZimVie Inc. | | | \- | | | | \- | | | | \- | | | | (763.4 | ) | | | 35.2 | | | | \- | | | | \- | | | | \- | | | | (728.2 | ) |

| Stock compensation plans | | | 1.0 | | | | \- | | | | 189.6 | | | | 0.4 | | | | \- | | | | \- | | | | 0.6 | | | | \- | | | | 190.6 | |

| Share repurchases | | | | | | | \- | | | | \- | | | | \- | | | | \- | | | | (1.0 | ) | | | (150.0 | ) | | | \- | | | | (150.0 | ) |

| (Gain) loss on investment in ZimVie Inc. | | | \- | | | | (2.5 | ) | | | 116.6 | |

| Proceeds from term loan | | | \- | | | | \- | | | | 83.0 | |

| Distribution from ZimVie, Inc. | | | \- | | | | \- | | | | 540.6 | |

| Cash flows used in discontinued operations: | | | | | | | | | | | | |

| Net cash used in operating activities | | | \- | | | | \- | | | | (71.5 | ) |

| Net cash used in investing activities | | | \- | | | | \- | | | | (7.2 | ) |

| Net cash used in financing activities | | | \- | | | | \- | | | | (68.1 | ) |

| Net cash used in discontinued operations | | | \- | | | | \- | | | | (146.8 | ) |

*Spinoff* - On March 1, 2022, we completed the previously announced separation of our spine and dental businesses into a new public company through the distribution by Zimmer Biomet Holdings of 80.3% of the outstanding shares of common stock of ZimVie Inc. (“ZimVie”) to Zimmer Biomet Holding’s stockholders.

We disposed of our remaining shares of ZimVie in February 2023.

The historical results of our spine and dental businesses that were contributed to ZimVie in the spinoff have been reflected as discontinued operations in our consolidated financial statements through the date of the spinoff in 2022 as the spinoff represented a strategic shift in our business that had a major effect on operations and financial results.

The disclosures presented in our notes to the consolidated financial statements are presented on a continuing operations basis.

Where contingent milestone payments

*Quality remediation -* We used the financial statement line item “Quality remediation” to recognize expenses related to addressing inspectional observations on Form 483 and a warning letter issued by the FDA following its inspections of our Warsaw North Campus facility, among other matters.

The majority of these expenses were related to consultants who helped us to update previous documents and redesign certain processes.

In the years ended December 31, 2023 and 2022, we recognized a gain of $2.5 million and a loss of $116.6 million, respectively, related to our investment in ZimVie.

The ASU requires more detailed and disaggregated segment information, including the disclosure of significant segment expense categories and amounts for each reportable segment.

The ASU also requires certain annual disclosures to also be made in interim periods.

We adopted the guidance effective for this report for the fiscal year ended December 31, 2024, and have retrospectively included any additional disclosures in the previous periods included in this report.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which is an amendment to topic ASC 740 - Income Taxes.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, [removed: 2024,] [added: 2025,] the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

[removed: In making this assessment, the Company’s management used the criteria set forth by the] Committee of Sponsoring Organizations of the Treadway Commission (COSO) in *Internal Control-Integrated Framework* (2013).

Based on their assessment, management has concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting is effective based on those criteria.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] and issued an unqualified opinion thereon as stated in their report, which appears under Item 8 of this Annual Report on Form 10-K.

[removed: Except as it relates to our ERP implementation, there] [added: There] were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company acquired Paragon 28 during the second quarter of 2025 in a purchase business combination.

Management excluded Paragon 28 from its evaluation of internal control over financial reporting as of December 31, 2025.

The Company will incorporate Paragon 28 into its annual report on internal control over financial reporting as of December 31, 2026.

Paragon 28’s assets as of December 31, 2025, excluded from management’s assessment, were $267.7 million, or 1.1 percent of our total assets.

Paragon 28’s net sales for the year ended December 31, 2025, excluded from management’s assessment, were $199.8 million, or 2.4 percent of our total net sales.

In making this assessment, the Company’s management used the criteria set forth by the

In July 2024 we transitioned to a new ERP software system for a significant portion of our U.S. and Canada sales and commercial operations (the "ERP implementation").

The new ERP replaced our existing order entry, fulfillment and financial systems, resulting in material changes to our business processes and internal controls.

This ERP implementation included changes to certain financial and commercial processes impacting key controls related to our internal controls over financial reporting.

We implemented and/or enhanced our internal control activities, where applicable, for any changes that occurred and we continued to monitor the impact and implemented and/or enhanced our processes, procedures, and internal control over financial reporting during the fourth quarter of 2024.

During the fourth quarter of [removed: 2024,] [added: 2025,] the Audit Committee of our Board of Directors approved the engagement of PricewaterhouseCoopers LLP, our independent registered public accounting firm, to perform certain audit related and tax services.

During the three-month period ended December 31, [removed: 2024,] [added: 2025,] no members of our Board of Directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, amended or terminated any contract, instruction or written plan for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement, as defined in rules of the Securities and Exchange Commission.

A copy of this policy is [removed: filed] [added: incorporated] as an exhibit to this Annual Report on Form 10-K.

The additional information required by this item is incorporated by reference from our definitive Proxy Statement for our [removed: 2025] [added: 2026] annual meeting of stockholders (the [removed: “2025] [added: “2026] Proxy Statement”) under the captions “Corporate Governance” and “Delinquent Section 16(a) Reports.”

The information required by this item is incorporated by reference from our [removed: 2025] [added: 2026] Proxy Statement under the captions “Executive Compensation” and “Compensation of Non-Employee Directors.”

The information required by this item is incorporated by reference from our [removed: 2025] [added: 2026] Proxy Statement under the captions “Executive Compensation” and “Ownership of our Stock.”

The information required by this item is incorporated by reference from our [removed: 2025] [added: 2026] Proxy Statement under the caption “Corporate Governance.”

The information required by this item is incorporated by reference from our [removed: 2025] [added: 2026] Proxy Statement under the caption “Audit Committee Matters.”

| Year Ended December 31, 2023 | | [added: $] | 78.4 | | | [added: $] | 5.1 | | | [added: $] | (5.1 | ) | | [added: $] | (3.3 | ) | | [added: $] | 75.1 | |

| Year Ended December 31, 2023 | | [added: $] | 463.2 | | | [added: $] | (3.1 | ) | | [added: $] | 3.7 | | (1) | [added: $] | 0.8 | | | [added: $] | 464.6 | |

| 2.2+ | | [Agreement and Plan of Merger, dated January 28, 2025, by and among Zimmer, Inc., Paragon 28, Inc., Gazelle Merger Sub [removed: I] [added: I, Inc.] and Zimmer Biomet Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed January 29, 2025)](https://www.sec.gov/Archives/edgar/data/1136869/000119312525014881/d925673dex21.htm) |

| 3.1 | | [Restated Certificate of Incorporation of Zimmer Biomet Holdings, Inc., dated May [removed: 17, 2021] [added: 29, 2025] (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed [removed: May 20, 2021)](https://www.sec.gov/Archives/edgar/data/1136869/000119312521167789/d568447dex32.htm)] [added: June 3, 2025)](https://www.sec.gov/Archives/edgar/data/1136869/000095017025080567/zbh-ex3_2.htm)] |

| 4.1 | | [Description of Securities Registered under Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/1136869/000095017025026604/zbh-ex4_1.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/1136869/000119312526059853/zbh-ex4_1.htm)] |

| 4.8 | | [Form of [removed: 3.550%] [added: 4.250%] Notes due [removed: 2025] [added: 2035] (incorporated by reference to Exhibit 4.7 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312515098570/d894178dex41.htm) |

| 4.9 | | [Form of [removed: 4.250%] [added: 4.450%] Notes due [removed: 2035] [added: 2045] (incorporated by reference to Exhibit 4.7 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312515098570/d894178dex41.htm) |

| [removed: 4.10] [added: 4.11] | | [Form of [removed: 4.450%] [added: 2.425%] Notes due [removed: 2045] [added: 2026] (incorporated by reference to Exhibit [removed: 4.7 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312515098570/d894178dex41.htm)] [added: 4.10 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312516791951/d298678dex42.htm)] |

| [removed: 4.11] [added: 4.10] | | [Fourth Supplemental Indenture, dated as of December 13, 2016, between Zimmer Biomet Holdings, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed December 13, 2016)](https://www.sec.gov/Archives/edgar/data/1136869/000119312516791951/d298678dex42.htm) |

| [removed: 4.12] [added: 4.16] | | [Form of [removed: 2.425%] [added: 1.164%] Notes due [removed: 2026] [added: 2027] (incorporated by reference to Exhibit [removed: 4.11 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312516791951/d298678dex42.htm)] [added: 4.15 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312519293426/d796220dex42.htm)] |

| [removed: 4.13] [added: 4.12] | | [Agency Agreement, dated as of December 13, 2016, by and among Zimmer Biomet Holdings, Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, Elavon Financial Services DAC, as registrar and transfer agent, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed December 13, 2016)](https://www.sec.gov/Archives/edgar/data/1136869/000119312516791951/d298678dex43.htm) |

| [removed: 4.14] [added: 4.13] | | [Amendment No. 1, dated as of January 4, 2017, to the Agency Agreement dated as of December 13, 2016, by and among Zimmer Biomet Holdings, Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, Elavon Financial Services DAC, as original registrar and original transfer agent, U.S. Bank National Association, as successor registrar and successor transfer agent, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form 8-A filed January 4, 2017)](https://www.sec.gov/Archives/edgar/data/1136869/000119312517001314/d306834dex44.htm) |

| [removed: 4.15] [added: 4.14] | | [Fifth Supplemental Indenture, dated as of March 19, 2018, between Zimmer Biomet Holdings, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed March 19, 2018)](https://www.sec.gov/Archives/edgar/data/1136869/000119312518087778/d657056dex42.htm) |

| [removed: 4.16] [added: 4.15] | | [Sixth Supplemental Indenture, dated as of November 15, 2019, between Zimmer Biomet Holdings, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed November 15, 2019)](https://www.sec.gov/Archives/edgar/data/1136869/000119312519293426/d796220dex42.htm) |

| [removed: 4.17] [added: 4.30] | | [Form of [removed: 1.164%] [added: 4.700%] Notes due 2027 (incorporated by reference to Exhibit [removed: 4.16 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312519293426/d796220dex42.htm)] [added: 4.29 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312525029614/d888831dex42.htm)] |

| [removed: 4.18] [added: 4.17] | | [Agency Agreement, dated as of November 15, 2019, by and between Zimmer Biomet Holdings, Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, U.S. Bank National Association, as transfer agent and registrar, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed [removed: on] November 15, 2019)](https://www.sec.gov/Archives/edgar/data/1136869/000119312519293426/d796220dex43.htm) |

| [removed: 4.19] [added: 4.18] | | [Seventh Supplemental Indenture, dated as of March 20, 2020, between Zimmer Biomet Holdings, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed March 20, 2020](https://www.sec.gov/Archives/edgar/data/1136869/000119312520080651/d869142dex42.htm)) |

| [removed: 4.20] [added: 4.19] | | [Form of [removed: 3.050%] [added: 3.550%] Notes due [removed: 2026] [added: 2030] (incorporated by reference to Exhibit [removed: 4.19] [added: 4.18] above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312520080651/d869142dex42.htm) |

| 4.21 | | [Form of [removed: 3.550%] [added: 2.600%] Notes due [removed: 2030] [added: 2031] (incorporated by reference to Exhibit [removed: 4.19 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312520080651/d869142dex42.htm)] [added: 4.20 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312521340365/d226882dex42.htm)] |

| [removed: 4.22] [added: 4.20] | | [Eighth Supplemental Indenture, dated as of November 24, 2021, between Zimmer Biomet Holdings, Inc. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed November 24, 2021)](https://www.sec.gov/Archives/edgar/data/1136869/000119312521340365/d226882dex42.htm) |

| 4.23 | | [Form of [removed: 2.600%] [added: 5.350%] Notes due [removed: 2031] [added: 2028] (incorporated by reference to Exhibit 4.22 [removed: above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312521340365/d226882dex42.htm)] [added: above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312523287490/d939721dex42.htm)] |

| [removed: 4.24] [added: 4.22] | | [Ninth Supplemental Indenture, dated as of December 1, 2023, between Zimmer Biomet Holdings, Inc. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed December 1, 2023)](https://www.sec.gov/Archives/edgar/data/1136869/000119312523287490/d939721dex42.htm) |

| 4.25 | | [Form of [removed: 5.350%] [added: 5.200%] Notes due [removed: 2028] [added: 2034] (incorporated by reference to Exhibit 4.24 [removed: above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312523287490/d939721dex42.htm)] [added: above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312524201328/d819738dex42.htm)] |

| [removed: 4.26] [added: 4.24] | | [Tenth Supplemental Indenture, dated as of August 15, 2024, between Zimmer Biomet Holdings, Inc. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed August 15, 2024)](https://www.sec.gov/Archives/edgar/data/1136869/000119312524201328/d819738dex42.htm) |

| 4.27 | | [Form of [removed: 5.200%] [added: 3.518%] Notes due [removed: 2034] [added: 2032] (incorporated by reference to Exhibit 4.26 [removed: above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312524201328/d819738dex42.htm)] [added: above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312524262540/d846153dex42.htm)] |

| [removed: 4.28] [added: 4.26] | | [Eleventh Supplemental Indenture, dated as of November 20, 2024, between Zimmer Biomet Holdings, Inc. and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed November 20, 2024)](https://www.sec.gov/Archives/edgar/data/1136869/000119312524262540/d846153dex42.htm) |

| [removed: 4.29] [added: 4.31] | | [Form of [removed: 3.518%] [added: 5.050%] Notes due [removed: 2032] [added: 2030] (incorporated by reference to Exhibit [removed: 4.28 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312524262540/d846153dex42.htm)] [added: 4.29 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312525029614/d888831dex42.htm)] |

| [removed: 4.30] [added: 4.28] | | [Agency Agreement, dated as of November 20, 2024, by and among Zimmer Biomet Holdings, Inc., as issuer, U.S. Bank Europe DAC, UK Branch, as paying agent, U.S. Bank Trust Company, National Association, as transfer agent and registrar, and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed November 20, 2024)](https://www.sec.gov/Archives/edgar/data/1136869/000119312524262540/d846153dex43.htm) |

| 10.10* | | [Form of Amendment to Change in Control Severance Agreement with Ivan Tornos, Suketu Upadhyay, [removed: Rachel Ellingson,] Lori Winkler and Paul Stellato (incorporated by reference to Exhibit 10.51 to the Registrant’s Annual Report on Form 10-K filed February 23, 2024)](https://www.sec.gov/Archives/edgar/data/1136869/000095017024019353/zbh-ex10_51.htm) |

| 10.12* | | [Form of Change in Control Severance Agreement with [removed: Rachel Ellingson,] Paul Stellato, Suketu Upadhyay and Lori Winkler (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed February 26, 2019)](https://www.sec.gov/Archives/edgar/data/1136869/000156459019004283/zbh-ex1011_350.htm) |

| [removed: 10.13*] [added: 10.14*] | | [Form of [added: Corporate Executive] Confidentiality, Non-Competition and Non-Solicitation Agreement with Suketu [removed: Upadhyay, Rachel Ellingson] [added: Upadhyay] and Lori Winkler (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed February 26, 2019)](https://www.sec.gov/Archives/edgar/data/1136869/000156459019004283/zbh-ex1012_349.htm) |

| [removed: 10.14*] [added: 10.15*] | | [Swiss Employment Agreement by and between Zimmer GmbH and Wilfred van Zuilen dated as of May 5, 2021 (incorporated by reference to Exhibit 10.4 to the [added: Registrant's] Quarterly Report on Form 10-Q filed August 3, 2021)](https://www.sec.gov/Archives/edgar/data/1136869/000156459021040242/zbh-ex104_152.htm) |

| [removed: 10.15*] [added: 10.16*] | | [Offer Letter by and between Zimmer Biomet Holdings, Inc. and Wilfred van Zuilen dated as of May 5, 2021 (incorporated by reference to Exhibit 10.5 to the [added: Registrant's] Quarterly Report on Form 10-Q filed August 3, 2021)](https://www.sec.gov/Archives/edgar/data/1136869/000156459021040242/zbh-ex105_153.htm) |

| [removed: 10.16*] [added: 10.18*] | | [Change in Control Severance Agreement by and between Zimmer GmbH and Wilfred van Zuilen (incorporated by reference to Exhibit 10.6 to the [added: Registrant's] Quarterly Report on Form 10-Q filed August 3, 2021)](https://www.sec.gov/Archives/edgar/data/1136869/000156459021040242/zbh-ex106_151.htm) |

| [removed: 10.17*] [added: 10.19*] | | [Amendment to Change in Control Severance Agreement dated February 19, 2024 between Zimmer GmbH and Wilfred van Zuilen (incorporated by reference to Exhibit 10.52 to the Registrant’s Annual Report on Form 10-K filed February 23, 2024)](https://www.sec.gov/Archives/edgar/data/1136869/000095017024019353/zbh-ex10_52.htm) |

| [removed: 10.18*] [added: 10.21*] | | [Confidentiality, Non-Competition and Non-Solicitation Agreement [added: effective as of May 5. 2021] by and between Zimmer GmbH and Wilfred van Zuilen (incorporated by reference to Exhibit 10.7 to the [added: Registrant's] Quarterly Report on Form 10-Q filed August 3, 2021)](https://www.sec.gov/Archives/edgar/data/1136869/000156459021040242/zbh-ex107_150.htm) |

| [removed: 10.19*] [added: 10.23*] | | [Offer Letter between Zimmer Biomet Holdings, Inc. and Suketu Upadhyay dated June 13, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 19, 2019)](https://www.sec.gov/Archives/edgar/data/1136869/000119312519176552/d769142dex101.htm) |

| [removed: 10.20*] [added: 10.24*] | | [Letter of Appointment by and between Zimmer Asia (HK) Limited and Sang Yi dated June 15, 2020 (incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q filed August 5, 2020)](https://www.sec.gov/Archives/edgar/data/1136869/000156459020036314/zbh-ex107_159.htm) |

| [removed: 10.21*] [added: 10.25*] | | [Change in Control Severance Agreement with Sang Yi dated June 15, 2020 (incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed August 5, 2020)](https://www.sec.gov/Archives/edgar/data/1136869/000156459020036314/zbh-ex106_158.htm) |

| [removed: 10.22*] [added: 10.26*] | | [Deed of Amendment dated February 19, 2024 between Zimmer Asia (HK) Limited and Sang-Uk Yi (incorporated by reference to Exhibit 10.53 to the Registrant’s Annual Report on Form 10-K filed February 23, 2024)](https://www.sec.gov/Archives/edgar/data/1136869/000095017024019353/zbh-ex10_53.htm) |

| Year Ended December 31, 2025 | | | 93.2 | | | | 31.3 | | | | (21.8 | ) | | | 7.1 | | | | 109.8 | |

| Year Ended December 31, 2025 | | | 449.4 | | | | (2.3 | ) | | | 123.9 | | (1) | | 2.0 | | | | 573.0 | |

| 4.32 | | [Form of 5.500% Notes due 2035 (incorporated by reference to Exhibit 4.29 above)](https://www.sec.gov/Archives/edgar/data/1136869/000119312525029614/d888831dex42.htm) |

| 10.17* | | [Swiss Employment Agreement by and between Zimmer GmbH and Jehanzeb Noor dated as of February 13, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed May 5, 2025)](https://www.sec.gov/Archives/edgar/data/1136869/000095017025063509/zbh-ex10_1.htm) |

| 10.20* | | [Change in Control Severance Agreement by and between Zimmer GmbH and Jehanzeb Noor effective as of February 13, 2025 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed May 5, 2025)](https://www.sec.gov/Archives/edgar/data/1136869/000095017025063509/zbh-ex10_2.htm) |

| 10.22* | | [Confidentiality, Non-Competition and Non-Solicitation Agreement effective as of February 14, 2025 by and between Zimmer GmbH and Jehanzeb Noor (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed May 5, 2025)](https://www.sec.gov/Archives/edgar/data/1136869/000095017025063509/zbh-ex10_3.htm) |

| 10.49* | | [Form of Restricted Stock Unit Award Agreement (five-year vesting) under the Zimmer Biomet Holdings, Inc. 2009 Stock Incentive Plan](https://www.sec.gov/Archives/edgar/data/1136869/000119312526059853/zbh-ex10_49.htm) |

| | | *The Registrant agrees, pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, to furnish to the SEC, upon request, a copy of each instrument with respect to long-term debt of the Registrant or its consolidated subsidiaries.* |

| Year Ended December 31, 2022 | | $ | 60.1 | | | $ | 22.5 | | | $ | (7.6 | ) | | $ | 3.4 | | | $ | 78.4 | |

| Year Ended December 31, 2022 | | $ | 460.1 | | | $ | 3.0 | | | $ | 2.0 | | (1) | $ | (1.9 | ) | | $ | 463.2 | |

| Dated: February [removed: 25, 2025] [added: 19, 2026] | | | | Ivan Tornos |

| | | | | [removed: *President] [added: *Chairman, President] and Chief Executive Officer* |

| /s/ Ivan Tornos | | [removed: President,] [added: Chairman, President and] Chief Executive Officer [removed: and Director] | | February [removed: 25, 2025] [added: 19, 2026] |

| /s/ Suketu Upadhyay | | Chief Financial Officer and Executive Vice President [removed: - Finance,] [added: -Finance,] Operations and Supply Chain | | February [removed: 25, 2025] [added: 19, 2026] |

| /s/ Paul Stellato | | Vice President, Controller and Chief Accounting | | February [removed: 25, 2025] [added: 19, 2026] |

| /s/ Betsy Bernard | | Director | | February [removed: 25, 2025] [added: 19, 2026] |

| /s/ Michael Farrell | | Director | | February [removed: 25, 2025] [added: 19, 2026] |

| /s/ Robert Hagemann | | Director | | February [removed: 25, 2025] [added: 19, 2026] |

| /s/ Arthur Higgins | | Director | | February [removed: 25, 2025] [added: 19, 2026] |

| /s/ Maria Teresa Hilado | | Director | | February [removed: 25, 2025] [added: 19, 2026] |

| /s/ Syed Jafry | | Director | | February [removed: 25, 2025] [added: 19, 2026] |

| /s/ Sreelakshmi Kolli | | Director | | February [removed: 25, 2025] [added: 19, 2026] |

| /s/ Devdatt Kurdikar | | Director | | February [removed: 25, 2025] [added: 19, 2026] |

| /s/ Louis A. Shapiro | | Director | | February [removed: 25, 2025] [added: 19, 2026] |

| | | | | |

| /s/ Christopher Begley | | Director | | February 25, 2025 |

| Christopher Begley | | | | |