Every material Form 8-K Zimmer Biomet has filed with the SEC since February 19, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Zimmer Biomet Holdings, Inc. reported third quarter 2026 net sales of $2.063 billion, representing a 3.1% reported increase and a 3.7% increase on a constant currency basis. Diluted earnings per share were $1.00, down 13.8%, while adjusted diluted earnings per share were flat at $1.90. Following the broad-based performance, the company raised its full-year 2026 organic constant-currency revenue growth and adjusted EPS guidance.
Third quarter net sales reached $2.063 billion, up 3.1% on a reported basis.
Diluted earnings per share were $1.00, compared to $1.16 in the prior year period.
Adjusted diluted earnings per share were $1.90, matching the prior year period.
Full-year 2026 adjusted diluted EPS guidance was updated to a range of $8.50 to $8.60.
Zimmer Biomet said Kevin Thornal, Group President, Global Businesses and the Americas, will leave the company effective September 30, 2026, as his position is restructured. Gary Campbell, Brian Hatcher and Bradley Kessler were promoted to new roles effective October 1, and the company reiterated its full-year 2026 financial outlook provided on August 5, 2026.
Kevin Thornal's position is restructured and he departs effective September 30, 2026, with severance under the Restated Executive Severance Plan.
Thornal's severance is a lump sum of twelve months of base salary plus target annual bonus, plus twelve months of COBRA premiums, conditioned on a general release.
Gary Campbell becomes President, Americas; Brian Hatcher becomes President, Recon, S.E.T., CMFT, Neuro and Biosurgery; Bradley Kessler becomes President, Americas – Robotics, Technology and Data, all effective October 1.
The company reiterated its full-year 2026 financial outlook provided on August 5, 2026.
Zimmer Biomet reported second-quarter 2026 net sales of $2.177 billion, up 4.8% from the prior year, and diluted earnings per share of $1.03, up 33.8%. The company raised its full-year 2026 reported revenue and adjusted diluted EPS guidance, and adjusted EPS for the quarter was flat at $2.07.
Q2 net sales of $2.177 billion rose 4.8% reported and 4.0% on an organic constant currency basis.
Q2 diluted EPS was $1.03, up 33.8%; adjusted diluted EPS was $2.07, consistent with the prior year period.
2026 reported revenue change guidance raised to 3.9% to 4.9% from 2.5% to 4.5%; adjusted diluted EPS guidance raised to $8.47 to $8.59 from $8.40 to $8.55.
Share repurchase expectation increased to up to $1 billion of common stock during fiscal year 2026.
Zimmer Biomet signed a new $1.5 billion five-year unsecured revolving credit agreement and a $1.25 billion 364-day unsecured revolving credit agreement, both dated June 26, 2026, with JPMorgan Chase Bank as administrative agent. The company said the borrowings will fund general corporate purposes and terminated its two prior revolving facilities dated June 27, 2025, which had no balance outstanding. The filing describes the new facilities as financing arrangements that carry covenants, including a maximum consolidated indebtedness to EBITDA ratio of 4.5 to 1.0.
Five-year facility of $1.5 billion matures June 26, 2031, with an uncommitted feature to increase it by up to $750.0 million
364-day facility of $1.25 billion matures June 25, 2027
Both agreements require a consolidated indebtedness to EBITDA ratio of no greater than 4.5 to 1.0
Prior 2025 facilities were terminated June 26, 2026; about $0.4 million in fees were paid in cash
Zimmer Biomet said Chief Financial Officer Suketu Upadhyay will resign effective April 28, 2026, to pursue a new professional opportunity. Controller and Chief Accounting Officer Paul Stellato will serve as interim CFO while the company searches for a permanent successor, and the company said Upadhyay's departure did not involve any disagreement on financial or operational matters.
Upadhyay's resignation is effective April 28, 2026; he informed the company on April 22, 2026.
Stellato, 51, has been Controller and Chief Accounting Officer since May 2022 and will hold both roles plus interim CFO.
Stellato's interim CFO pay includes a $550,000 annual base salary (prorated) and a 2026 target bonus of 70% of base salary.
Equity grants with a May 1, 2026 grant date include restricted stock units of about $750,000 and performance-based units of about $100,000.
Zimmer Biomet reported first-quarter 2026 net sales of $2.087 billion, up 9.3% from the prior year, and diluted earnings per share of $1.22, up 34.1%. The company raised its full-year 2026 adjusted diluted EPS guidance to $8.40-$8.55 from $8.30-$8.45, while its reported revenue change guidance of 2.5%-4.5% was unchanged. The company's goodwill impairment assessment is not yet complete, and any charge would change first-quarter GAAP net earnings.
Net sales $2.087 billion, up 9.3% reported and 2.9% on an organic constant currency basis
Diluted EPS $1.22 versus $0.91; adjusted diluted EPS $2.09, up 15.5%
2026 adjusted diluted EPS guidance raised to $8.40-$8.55 from $8.30-$8.45
Operating cash flow $359.4 million and free cash flow $245.9 million; $250 million of share repurchases in the quarter
Zimmer Biomet reported fourth-quarter 2025 net sales of $2.244 billion, up 10.9%, while GAAP diluted EPS fell 41.7% to $0.70; adjusted diluted EPS rose 4.8% to $2.42. For full-year 2025, net sales were $8.232 billion (up 7.2%) and GAAP diluted EPS was $3.55 (down 19.9%). The company guided 2026 reported revenue growth of 2.5% to 4.5% and adjusted diluted EPS of $8.30 to $8.45, and its board approved a repurchase authorization of up to $1.5 billion.
Q4 2025 net sales $2.244 billion, up 10.9% reported and 5.4% organic constant currency
Q4 GAAP diluted EPS $0.70 versus $1.20 a year earlier; Q4 operating profit $154.5 million versus $389.0 million
2026 guidance: reported revenue change 2.5% to 4.5%; adjusted diluted EPS $8.30 to $8.45 versus $8.20 in 2025
Board approved buyback of up to $1.5 billion starting February 9, 2026, with no expiration; $250 million repurchased in Q4 2025
Zimmer Biomet said Mark Bezjak, a named executive officer in its 2025 proxy statement, informed the company on January 8, 2026 that he will resign his employment and all officer positions effective January 16, 2026, to pursue another business opportunity. The filing notes he already ceased to be an executive officer on July 1, 2025, so the change is largely a formal exit. The filing does not name a successor.
Mark Bezjak notified the company on January 8, 2026 of his resignation.
Resignation takes effect January 16, 2026, covering his employment and all officer roles at the company and its affiliates.
Bezjak stopped being an executive officer on July 1, 2025, as previously reported.
The filing reports no financial results; its only exhibit is the Inline XBRL cover page file.
Zimmer Biomet reported third-quarter 2025 net sales of $2.001 billion, up 9.7% from a year earlier, and adjusted diluted EPS of $1.90, up 9.2%. GAAP diluted EPS was $1.16, down from $1.23, as net earnings fell to $230.9 million from $249.1 million, so shareholders see higher sales but lower reported profit. The company kept its full-year reported revenue and adjusted EPS guidance unchanged and narrowed its constant currency and organic revenue ranges.
Q3 net sales $2.001 billion, up 9.7% reported, 8.6% constant currency and 5.0% organic constant currency
GAAP diluted EPS $1.16 vs $1.23 a year earlier; adjusted diluted EPS $1.90, up 9.2%
Full-year 2025 adjusted diluted EPS guidance maintained at $8.10 to $8.30; reported revenue growth maintained at 6.7% to 7.7%
Organic constant currency revenue growth guidance narrowed to 3.5% to 4.0% from 3.5% to 4.5%
Zimmer Biomet reported second-quarter 2025 net sales of $2.077 billion, up 7.0% from a year earlier, and adjusted diluted EPS of $2.07, up 3.0%. GAAP diluted EPS fell to $0.77 from $1.18 as net earnings dropped to $152.8 million from $242.8 million, and the company cited higher acquisition-related and other costs. The company raised its full-year 2025 adjusted EPS guidance to $8.10-$8.30 from $7.90-$8.10 and tightened its reported revenue growth guidance to 6.7%-7.7%.
Q2 2025 net sales were $2.077 billion, up 7.0% on a reported basis and 2.8% on an organic constant currency basis.
GAAP diluted EPS was $0.77 versus $1.18 a year earlier; acquisition, integration and related charges were $78.9 million in the quarter.
Full-year 2025 adjusted diluted EPS guidance rose to $8.10-$8.30 from $7.90-$8.10.
Full-year 2025 reported revenue growth guidance was tightened to 6.7%-7.7% from 5.7%-8.2%.
On June 27, 2025, Zimmer Biomet entered a new five-year, $1.5 billion unsecured revolving credit facility and a new 364-day, $1.0 billion revolving credit facility, both with JPMorgan Chase Bank as administrative agent. The new agreements replaced the company's 2024 five-year and 364-day credit agreements, which were terminated, and the filing says the funds will be used for general corporate purposes.
Five-year $1.5 billion facility matures June 27, 2030, with two one-year extensions subject to lender consent; an uncommitted feature allows a request to increase it by up to $500.0 million.
364-day $1.0 billion facility matures June 26, 2026.
On June 27, 2025, the company borrowed $50.0 million under the five-year facility to repay part of the terminated 2024 five-year agreement; about $0.7 million was repaid with cash on hand.
Both agreements require a consolidated indebtedness to consolidated EBITDA ratio of no greater than 4.5 to 1.0, with a possible increase to 5.0 to 1.0 in connection with a qualified material acquisition.
At its May 29, 2025 annual meeting, Zimmer Biomet shareholders approved an amended 2009 Stock Incentive Plan that adds 10,000,000 shares and extends the plan to May 31, 2035. They also approved a charter amendment that limits personal monetary liability for certain officers for breach of the duty of care. The changes expand the share pool available for equity awards and alter officer liability protections for shareholders.
The amended stock incentive plan adds 10,000,000 shares and extends its term three years to May 31, 2035; the plan passed with 154,414,891 votes for and 13,644,592 against.
The charter amendment limiting certain officers' personal liability passed with 149,159,508 votes for and 18,926,602 against.
Shareholders elected ten directors for one-year terms ending at the 2026 annual meeting.
PricewaterhouseCoopers LLP was ratified as independent registered public accounting firm for 2025, with 173,729,736 votes for and 7,965,373 against.
Zimmer Biomet reported first-quarter 2025 net sales of $1.909 billion, up 1.1% from a year earlier, and GAAP diluted EPS of $0.91 versus $0.84. Adjusted diluted EPS was $1.81, down from $1.94 in the prior-year period. The company raised its full-year reported revenue guidance to 5.7% to 8.2%, mainly to include the Paragon 28 acquisition, but lowered its adjusted EPS guidance to $7.90 to $8.10 from $8.15 to $8.35.
Q1 net sales were $1.909 billion, up 1.1% reported and 2.3% in constant currency.
GAAP diluted EPS was $0.91 versus $0.84 a year earlier; adjusted diluted EPS was $1.81 versus $1.94.
2025 reported revenue change guidance rose to 5.7% to 8.2% from 1.0% to 3.5%, including Paragon 28.
2025 adjusted EPS guidance fell to $7.90 to $8.10 from $8.15 to $8.35, including Paragon 28, currency and tariff proposals.
Zimmer Biomet said Chairman Christopher Begley will retire from the Board at the 2025 Annual Meeting on May 29, 2025, under the company's mandatory director retirement policy. CEO Ivan Tornos will become Chairman on that date, and Michael Farrell will become Lead Independent Director, with the Board reducing its size to ten members. The filing reports no changes to financial results or guidance.
Christopher Begley, Non-Executive Chairman since August 2023, will retire at the May 29, 2025 Annual Meeting under the mandatory retirement policy.
Ivan Tornos, President and CEO, will become Chairman of the Board effective May 29, 2025.
Michael Farrell, a Board member since 2014, will become Lead Independent Director.
The Board will reduce its size to ten members effective upon the expiration of Mr. Begley's term.
Zimmer Biomet completed the issuance of $600 million of 4.700% notes due 2027, $550 million of 5.050% notes due 2030 and $600 million of 5.500% notes due 2035, adding $1.75 billion of direct debt. The 2030 and 2035 notes must be redeemed at 101% of principal, plus accrued interest, if the pending Paragon 28 acquisition is not completed on time or is terminated, so their repayment depends on that deal.
The 2027 notes mature February 19, 2027, the 2030 notes February 19, 2030 and the 2035 notes February 19, 2035.
Interest is payable semi-annually on February 19 and August 19, starting August 19, 2025.
The 2030 and 2035 notes carry a special mandatory redemption at 101% of principal if the Paragon 28 merger is not completed by November 28, 2025 (extendable to January 28, 2026) or the merger agreement is terminated.
The notes were issued under a Twelfth Supplemental Indenture dated February 19, 2025, to a base indenture dated November 17, 2009, with Computershare Trust Company, N.A. as trustee.
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