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Zimmer Biomet Holdings

NYSE: ZBH · USD

Zimmer Biomet Holdings (ZBH) Economic Moat Analysis—

Avantages concurrentiels, preuves datées et risques d’érosion.

Incertain avantage concurrentiel

Zimmer Biomet has an established surgical support and consignment infrastructure, customer relationships and proprietary products. The supplied passages do not establish that these produce durable switching costs or technological superiority. Pricing power is weak: prices reduced first-half 2026 sales by 0.7%, including purchase incentives. Continuing demand and innovation provide offsets, but procurement pressure, margin compression and distribution disruption show erosion. Insufficient evidence of a durable moat does not establish interchangeable offerings or uniformly low barriers.

Switching costs

Product-specific technical support, professional relationships and consigned inventory constitute an existing service infrastructure that could create switching friction; customer dependence and the cost of changing suppliers are not demonstrated.

Durabilité
The infrastructure is established, but its ability to protect demand or pricing over time remains unproven.
Concurrents
Comparaison non établie
Risques d’érosion
Purchasing-group members have no purchase obligation, most sales lack firm orders, and customer relationships partly depend on personnel and distributors. China distribution changes have generated actual claims.
Ce qui invaliderait la thèse
The switching-cost hypothesis would be invalidated by documented customer migration despite continued technical support and inventory availability, or evidence that replacement suppliers require little retraining or operational adjustment.
Preuves (4) · Contre-preuves (4)

Intangible assets

Proprietary technology and intellectual-property protections are current assets. Reported ROSA Shoulder clearance and first cases demonstrate development progress, but neither those achievements nor acquired robotics establish sustained competitive superiority.

Durabilité
No product-specific exclusivity duration, durable clinical advantage or sustained premium pricing is established. Monogram's anticipated contribution remains potential.
Concurrents
Comparaison non établie
Risques d’érosion
Technology can be circumvented or independently replicated, and commercial acceptance requires continued innovation. Realized price declines limit evidence of monetizable differentiation.
Ce qui invaliderait la thèse
The differentiation hypothesis would be invalidated by equivalent competing technology eliminating product preference, loss of commercially important exclusivity, or persistent adoption weakness after cleared products become available.
Preuves (3) · Contre-preuves (3)

Évolution depuis la dernière analyse

  • The uncertain verdict and all eight previously assessed pricing and management grades remain supported after re-examination against this catalog; four moat criteria are explicitly null.
  • Added the reported ROSA Shoulder clearance and first cases as development evidence, without treating the issuer's industry-first claim as proof of durable superiority.
  • Expanded margin assessment to include reported and adjusted gross and operating results, which reinforce a mixed conclusion.
  • Removed reliance on prior analysis as evidence; every cited assessment now maps to supplied excerpt IDs.

Limites de l’analyse

  • The competition passages disclose generic competitors without identifying product-market rivals by name. Companies mentioned in executive biographies are not established as competitors by those references; competitor arrays therefore remain empty.
  • Sources are predominantly issuer filings and issuer releases. Operating results and contractual disclosures support numerical assessments, while leadership statements and expected benefits do not establish exceptional performance.
  • Customer retention rates, measured switching costs, comparative clinical outcomes, market-share persistence and product-specific exclusivity durations are absent.
  • The proxy supplies actual compensation structures and ownership requirements, but the selected passages do not establish executives' ownership compliance or complete long-term award outcomes.
  • Complete price-reset, termination and exclusivity provisions are unavailable. Contractual freedom is assessed from disclosed purchasing arrangements and realized procurement effects.
  • Dates supplied for all sources have dateKind filed; they are treated as filing dates. Later retrieval or the current assessment date does not extend the operating evidence beyond the supplied periods.
  • No excerpt text is reproduced; evidence references identify immutable catalog passages.

Indicateurs financiers à confronter à la thèse

Ratios calculés à partir des publications annuelles. Une valeur manquante reste indisponible. Les graphiques détaillés sont accessibles dans les autres onglets.

Indicateurs financiers à confronter à la thèse
PériodeGross marginOperating marginROICFCF margin
202170.1%10.0%3.9%16.9%
202270.9%10.0%2.7%16.8%
202371.8%17.3%7.0%17.5%
202471.5%16.7%6.2%16.9%
202569.7%13.3%4.9%17.9%

Pouvoir de fixation des prix38

  • Pricing outcomes

    Prices reduced second-quarter and first-half 2026 sales by 0.8% and 0.7%, including volume incentives. Positive 2024 realization and management's reported partial inflation pass-through provide offsets, but current pricing is fragile.

  • Customer demand

    Indirect operating evidence from ongoing product demand, technical support and established relationships supports repeat business. Opportunistic purchases and nonbinding preferred-source arrangements weaken the inference; no retention rate is asserted.

  • Margin resilience

    First-half reported gross margin improved from 63.5% to 63.9%, but second-quarter gross margin fell from 63.8% to 63.3%. Reported operating profit improved while second-quarter adjusted operating profit and segment profit declined despite higher sales. Historical procurement-related margin reductions reinforce a mixed assessment.

  • Pricing freedom

    Three-year purchasing-group contracts provide access alongside other preferred sources without purchase obligations. Volume discounts and realized procurement-driven distributor renegotiation demonstrate constrained terms. Complete price-reset provisions are absent.

Management63

  • Capital discipline

    First-half operating cash flow of $807.2 million supported instrument and plant investment, but $500.8 million of repurchases used cash and revolving borrowings as cash declined. Acquisition commitments and restructuring charges are documented; acquisition returns and projected savings remain unproven.

  • Incentive alignment

    Disclosed 2025 compensation emphasizes equity, with annual incentives tied to revenue, adjusted operating profit and free cash flow. Salary-based ownership requirements, mandatory share retention and clawbacks provide strong actual alignment mechanisms. Ownership compliance and exceptional long-term pay-performance alignment are not established.

  • Execution

    Indirect operating evidence is mixed: demand and cash generation continued, shipping recovered after ERP disruption, Monogram achieved a development milestone, and ROSA Shoulder reached clearance and first cases. Order-fulfillment disruption and China distributor claims offset these achievements. Acquisition and purchase-timing effects limit conclusions from growth.

  • Governance

    Annual elections, independent committees, shareholder rights, a lead independent director and clawbacks support strong formal governance. The unqualified 2024 internal-control audit adds demonstrated oversight evidence. Combined chairman and CEO roles and the Paragon 28 exclusion limit confidence. The independent-chair proposal is not treated as adopted.

Sources et méthode

Publication courante · Mis à jour 19/10/2026 · Version 7

Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.

Méthode quality-scores-2 : six catégories de même poids. Le score global exige une couverture complète. Les données manquantes ne valent pas zéro. Les évaluations qualitatives sont des interprétations sourcées, pas des probabilités. 5/6 · 22/10/2026

Moat—

Insufficient evidence for every rubric criterion; no category score is inferred.

structural advantage · — · Technical support, consignment infrastructure and proprietary rights are established, but their superiority and resulting barriers are unproven. The moat remains uncertain.

durability · — · The catalog does not establish enduring customer lock-in or commercially decisive exclusivity. Patent protections and acquired robotics alone cannot establish duration.

customer dependency · — · Professional relationships support a dependency hypothesis, but there is no demonstrated cost of switching, and preferred-source customers have no purchase obligation.

erosion resilience · — · Demand and product development persist alongside realized pricing pressure and distribution disputes. Without an established structural advantage, resilience of a moat cannot be determined.

Pouvoir de fixation des prix38

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

realized pricing · 1/4 · Prices reduced second-quarter and first-half 2026 sales by 0.8% and 0.7%, including volume incentives. Positive 2024 realization and management's reported partial inflation pass-through provide offsets, but current pricing is fragile.

retention · 2/4 · Indirect operating evidence from ongoing product demand, technical support and established relationships supports repeat business. Opportunistic purchases and nonbinding preferred-source arrangements weaken the inference; no retention rate is asserted.

margin resilience · 2/4 · First-half reported gross margin improved from 63.5% to 63.9%, but second-quarter gross margin fell from 63.8% to 63.3%. Reported operating profit improved while second-quarter adjusted operating profit and segment profit declined despite higher sales. Historical procurement-related margin reductions reinforce a mixed assessment.

contractual freedom · 1/4 · Three-year purchasing-group contracts provide access alongside other preferred sources without purchase obligations. Volume discounts and realized procurement-driven distributor renegotiation demonstrate constrained terms. Complete price-reset provisions are absent.

Prévisibilité92

Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.

Nondeclining revenue years (%)
75.00
Revenue growth volatility (pp)
7.60
Positive FCF years (%)
100.00
FCF margin volatility (pp)
0.41

Solidité financière46

Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.

debtFcfGrade
41.34
netDebtEbitGrade
0.00
interestCoverageGrade
42.61
currentRatioGrade
98.53
Debt / FCF (x)
5.11
Net debt / operating income (x)
6.31
Current ratio (x)
1.98
cashInterestPaid
298.40
cashInterestCoverage
5.69

Allocation du capital82

Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.

3-year pre-tax operating return (%)
6.74
3-year average dilution (%)
-1.87
3-year average SBC / revenue (%)
1.25
cashConversionGrade
100.00

Qualité du management63

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

capital discipline · 2/4 · First-half operating cash flow of $807.2 million supported instrument and plant investment, but $500.8 million of repurchases used cash and revolving borrowings as cash declined. Acquisition commitments and restructuring charges are documented; acquisition returns and projected savings remain unproven.

incentive alignment · 3/4 · Disclosed 2025 compensation emphasizes equity, with annual incentives tied to revenue, adjusted operating profit and free cash flow. Salary-based ownership requirements, mandatory share retention and clawbacks provide strong actual alignment mechanisms. Ownership compliance and exceptional long-term pay-performance alignment are not established.

execution · 2/4 · Indirect operating evidence is mixed: demand and cash generation continued, shipping recovered after ERP disruption, Monogram achieved a development milestone, and ROSA Shoulder reached clearance and first cases. Order-fulfillment disruption and China distributor claims offset these achievements. Acquisition and purchase-timing effects limit conclusions from growth.

governance · 3/4 · Annual elections, independent committees, shareholder rights, a lead independent director and clawbacks support strong formal governance. The unqualified 2024 internal-control audit adds demonstrated oversight evidence. Combined chairman and CEO roles and the Paragon 28 exclusion limit confidence. The independent-chair proposal is not treated as adopted.

Preuves

Consignment sales represented approximately 85 percent of our net sales in 2025.

Business / Customers, Sales and Marketing / consignment sales · Dépôt 20/02/2026

We invest a significant amount of time and expense in training sales associates in how to use specific products and how to best inform surgeons of product uses and features.

Business / Customers, Sales and Marketing / product-specific sales training · Dépôt 20/02/2026

Sales force representatives must have strong technical selling and medical education skills to provide technical support for surgeons.

Business / Customers, Sales and Marketing / surgeon technical support · Dépôt 20/02/2026

Additionally, certain of our key employees and third parties have detailed knowledge of our products and instruments and have developed professional relationships with existing and potential customers due to this knowledge.

Risk Factors / technical knowledge and professional customer relationships · Dépôt 20/02/2026

Generally, we are designated as one of several preferred purchasing sources for specified products, although members are not obligated to purchase our products.

Business / Americas / preferred purchasing sources without purchase obligations · Dépôt 20/02/2026

Since most of our sales occur at the time of an elective procedure, we generally do not have firm orders.

Business / Distribution / absence of firm orders · Dépôt 20/02/2026

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 key employees and third-party distributors and to protect our information and relationships with our customers.

Risk Factors / enforceability of employee and distributor restrictions · Dépôt 20/02/2026

In connection with our ongoing efforts to transform our sales and distribution strategies and go-to-market model in China, including making significant changes across our independent distributor network, some of the displaced or impacted distributors in China have formally and informally raised legal claims against us.

Commitments and Contingencies / China distributor claims · Dépôt 05/08/2026

We rely on a combination of patent, copyright, trademark, trade secret and other intellectual property laws and nondisclosure, license, assignment and confidentiality arrangements to establish, maintain and protect our proprietary rights, as well as the intellectual property rights of third parties whose assets we license.

Risk Factors / intellectual-property protection arrangements · Dépôt 20/02/2026

• Received U.S. FDA 510(k) clearance and completed first cases of the next generation ROSA® Shoulder System, the first in the industry to support both glenoid and humeral bone preparation for anatomic and reverse techniques.

Recent Highlights / ROSA Shoulder clearance and first cases · Dépôt 05/08/2026

Monogram's semi- and fully-autonomous robotic technologies are expected to add to our suite of orthopedic robotics, enabling solutions and analytics to address the needs of surgeons pre-, intra- and post-operatively.

Business Combinations / expected Monogram robotics contribution · Dépôt 05/08/2026

Further, our currently pending or future patent applications may not result in patents being issued to us, patents issued to or licensed by us in the past or in the future may be challenged or circumvented by competitors, and such patents may be found invalid, unenforceable or insufficiently broad to protect our technology or to provide us with any competitive advantage.

Risk Factors / patent challenges and circumvention · Dépôt 20/02/2026

We also cannot be certain that others will not independently develop substantially equivalent proprietary information.

Risk Factors / independently developed equivalent information · Dépôt 20/02/2026

Pricing Trends Global selling prices had a negative effect of 0.8 percent and 0.7 percent on year-over-year sales during the three and six-month periods ended June 30, 2026, respectively.

MD&A / Pricing Trends / second-quarter and first-half 2026 price effects · Dépôt 05/08/2026

In addition, volume-based discounts to incentivize customer purchases had a negative effect on our pricing in both periods.

MD&A / Pricing Trends / volume-based purchase incentives · Dépôt 05/08/2026

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

MD&A / 2024 Financial Highlights / positive price realization · Dépôt 25/02/2025

However, we have had success in offsetting negative effects of pricing pressure due to internal initiatives and being able to pass some inflationary impacts on to customers.

MD&A / Pricing Trends / reported partial inflation pass-through · Dépôt 01/05/2026

In addition, opportunistic end-of-quarter customer purchases, increased ROSA® Robot and bone cement sales, market growth and new product introductions contributed positively to volume and mix trends in both periods.

MD&A / Volume and Mix / demand drivers and opportunistic purchases · Dépôt 05/08/2026

Segment operating profit measures by segment are as follows (in millions): 24 Americas EMEA Asia Pacific Total Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30, 2026 2025 2026 2025 2026 2025 2026 2025 Net Sales $ 1,359.0 $ 1,287.0 $ 478.5 $ 458.1 $ 339.5 $ 332.2 $ 2,177.0 $ 2,077.3 Cost of products sold, excluding intangible asset amortization 309.3 292.7 182.6 166.6 124.2 117.6 Selling, general and administrative 432.7 385.2 142.8 136.0 107.3 90.7 Research and development 71.1 73.6 1.9 1.7 3.9 3.5 Segment profit $ 546.0 $ 535.6 $ 151.1 $ 153.8 $ 104.1 $ 120.3 $ 801.2 $ 809.7 Corporate items 311.7 349.1 Intangible asset amortization 163.4 160.6 Other income (expense), net (1.9 ) (3.9 ) Interest expense, net 72.9 79.3 Earnings before income taxes $ 255.1 $ 224.6 Americas EMEA Asia Pacific Total Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 2026 2025 2026 2025 Net Sales $ 2,683.5 $ 2,493.8 $ 968.3 $ 899.9 $ 611.8 $ 592.7 $ 4,263.7 $ 3,986.4 Cost of products sold, excluding intangible asset amortization 618.0 570.9 369.0 332.5 212.1 201.0 Selling, general and administrative 858.2 744.8 292.3 259.3 195.3 175.9 Research and development 143.0 144.6 3.7 3.8 7.2 6.8 Segment profit $ 1,064.3 $ 1,033.5 $ 303.4 $ 304.3 $ 197.1 $ 209.1 $ 1,564.8 $ 1,546.9 Corporate items 540.1 643.1 Intangible asset amortization 325.5 311.6 Other income (expense), net 1.1 (6.9 ) Interest expense, net 141.7 145.5 Earnings before income taxes $ 556.4 $ 453.6 Depreciation and amortization included in segment profit is as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Americas $ 45.1 $ 45.8 $ 90.0 $ 86.5 EMEA 16.8 15.9 33.8 31.5 Asia Pacific 15.7 15.0 31.1 30.2 Corporate items 29.8 34.5 60.4 66.4 Intangible asset amortization 163.4 160.6 325.5 311.6 Total $ 270.8 $ 271.8 $ 540.8 $ 526.2 16.

Segment Information / sales, segment profit and pretax earnings · Dépôt 05/08/2026

For example, China has implemented volume-based procurement (“VBP”) processes designed to reduce medical spending, which have in the past resulted in, and could in the future result in, reduced margins on covered devices and products, required renegotiation of distributor arrangements, and incurrence of inventory-related charges.

Risk Factors / realized China procurement effects · Dépôt 25/02/2025

In this region, we contract with group purchasing organizations and managed care accounts and have promoted unit growth by offering volume discounts to customer healthcare institutions within a specified group.

Business / Americas / purchasing-group volume discounts · Dépôt 20/02/2026

Contracts with group purchasing organizations generally have a term of three years, with extensions as warranted.

Business / Americas / purchasing-group contract duration · Dépôt 20/02/2026

AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions, unaudited) For the Six Months Ended June 30, 2026 2025 Cash flows provided by (used in) operating activities: Net earnings $ 437.9 $ 336.0 Adjustments to reconcile net earnings to cash provided by operating activities: Depreciation and amortization 540.8 526.2 Share-based compensation 48.8 40.8 Changes in operating assets and liabilities, net of acquired assets and liabilities Income taxes (80.1 ) (132.0 ) Receivables (24.0 ) (18.6 ) Inventories (51.4 ) (40.2 ) Accounts payable and accrued liabilities (91.0 ) 40.4 Other assets and liabilities 26.1 8.3 Net cash provided by operating activities 807.2 761.0 Cash flows provided by (used in) investing activities: Additions to instruments (162.6 ) (140.2 ) Additions to other property, plant and equipment (90.5 ) (94.7 ) Net investment hedge settlements 10.8 3.5 Business combination investments, net of acquired cash - (1,226.3 ) Acquisition of intangible assets (101.2 ) (32.4 ) Other investing activities (6.3 ) (0.3 ) Net cash used in investing activities (349.8 ) (1,490.4 ) Cash flows provided by (used in) financing activities: Net proceeds from revolving facilities 30.0 220.0 Proceeds from senior notes - 1,748.1 Redemption of senior notes - (863.0 ) Dividends paid to stockholders (93.4 ) (95.3 ) Proceeds from employee stock compensation plans 12.4 17.1 Business combination contingent consideration payments (69.2 ) (17.4 ) Debt issuance costs (1.3 ) (17.3 ) Repurchase of common stock (500.8 ) (237.0 ) Other financing activities (17.9 ) (16.1 ) Net cash (used in) provided by financing activities (640.3 ) 739.2 Effect of exchange rates on cash and cash equivalents 1.1 21.6 Change in cash and cash equivalents (181.9 ) 31.4 Cash and cash equivalents, beginning of year 591.9 525.5 Cash and cash equivalents, end of period $ 410.0 $ 556.9 The accompanying notes are an integral part of these condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows / first-half 2026 · Dépôt 05/08/2026

In the 2026 period, we repurchased $500.8 million of our common stock using cash on hand and net borrowings from our revolving credit facilities.

MD&A / Financing Activities / repurchases funded with cash and revolving borrowings · Dépôt 05/08/2026

The 2025 Restructuring Plan is expected to result in total pre-tax charges of approximately $155 million by the end of 2027, of which approximately $147 million was incurred through June 30, 2026.

MD&A / restructuring charges incurred and expected · Dépôt 05/08/2026

We expect to reduce gross annual pre-tax operating expenses by approximately $175 million relative to the 2024 baseline expenses by the end of 2027 as program benefits under the 2025 Restructuring Plan are realized.

MD&A / expected restructuring savings · Dépôt 05/08/2026

2025 Target Total Direct Compensation(1) NEO Base Salary Annual Incentive(2) PRSUs(2) (Grant Date Fair Value) RSUs(3) (Grant Date Fair Value) Ivan Tornos 8.2% 15.4% 38.2% 38.2% Suketu Upadhyay 15.0% 18.9% 33.1% 33.1% Kevin Thornal 6.5% 8.1% 42.7% 42.7% Jehanzeb Noor(4) 9.0% 9.6% 38.0% 28.8% Wilfred van Zuilen 21.4% 21.0% 28.8% 28.8% (1) Percentages are computed based on the underlying individual whole numbers and therefore may not equal 100%.

Executive Compensation / 2025 target compensation mix · Dépôt 01/04/2026

Zimmer Biomet 34 Executive compensation Element and Key Characteristics Objectives Base Salary • Only fixed compensation component; payable in cash • Reviewed annually and adjusted when appropriate • 2025 NEO increases: 3.35% - 4.5% • Provide a base level of competitive cash compensation • Recognize increased responsibilities through promotional increases • Attract and retain executive talent Annual Cash Incentive Opportunity • Variable compensation component payable in cash based on performance against established goals and assessment of individual performance • Target awards are based on percentage of base salary • Tied to company financial results and individual objectives to drive total company performance in 2025: o 40%: Constant currency revenue o 40%: Adjusted operating profit o 20%: Free cash flow • Payouts for 2025 could range between 0% and 200% of target • 2025 NEO payouts: 125.9% of target for Messrs.

Executive Compensation / 2025 annual incentive financial weights · Dépôt 01/04/2026

We require executives to hold equity with a value equal to a multiple of six times salary for our CEO and two or three times salary for each other NEO.

Executive Compensation / executive stock ownership requirements · Dépôt 01/04/2026

100% of net after-tax shares received upon vesting or exercise of awards must be retained until an executive meets the guideline.

Executive Compensation / mandatory share retention · Dépôt 01/04/2026

Incentive compensation to executive officers under cash and equity incentive plans are subject to clawback in the event of financial restatements, in compliance with NYSE listing standards.

Executive Compensation / incentive compensation clawbacks · Dépôt 01/04/2026

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

MD&A / 2024 ERP implementation / order fulfillment disruption · Dépôt 25/02/2025

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

MD&A / 2024 ERP implementation / shipping recovery · Dépôt 25/02/2025

The first development milestone was achieved in January 2026.

Business Combinations / achieved Monogram development milestone · Dépôt 05/08/2026

Corporate Governance Strengths Board Composition Board Oversight and Stock Ownership ✓ Diverse Board with effective mix of skills, experiences and perspectives ✓ Robust Board and executive succession planning and risk oversight ✓ Active Board refreshment and average Board tenure of 9.2 years ✓ Rigorous stock ownership guidelines for directors and executives; new stock retention guidelines for named executive officers ✓ Effective annual Board and Board committee evaluation process ✓ Directors and executives prohibited from hedging and pledging our stock under our insider trading policy ✓ Majority voting and director resignation policy in uncontested director elections ✓ Independent director equity-based compensation not paid out until cessation of service Board Structure and Independence Shareholder Rights and Accountability ✓ 100% independent director nominees, except CEO ✓ Annual election of all directors ✓ Lead Independent Director role ✓ Proxy access right for shareholders ✓ 100% independent Board committees ✓ Single class voting structure (one share, one vote) ✓ Independent directors regularly meet without management present ✓ Charter permits shareholders to call a special meeting ✓ Robust Code of Business Conduct and Ethics applicable to directors, officers and employees ✓ Compensation Recovery (“Clawback”) Policy covers incentive-based compensation X No poison pill X No supermajority voting requirements Zimmer Biomet 3 Proxy Statement SUMMARY Proposal 2 – Ratification of the Appointment of PwC Our Board recommends a vote FOR this proposal ● PwC’s report contained in our 2025 Annual Report is unqualified ● Audit and audit-related fees represent 85% of total fees paid to PwC for 2025 Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation Our Board recommends a vote FOR this proposal Executive Compensation Best Practices What We Do ✓ Pay for performance ✓ Require robust stock ownership guidelines ✓ Require termination of employment in connection with a change in control for accelerated equity vesting (double trigger) ✓ Require non-competition agreement for equity award eligibility ✓ Require shares received upon equity award vesting to be retained in accordance with stock ownership guidelines ✓ Subject executives’ cash and equity-based incentives to clawback, including in the event of: ● an accounting restatement due to material noncompliance with financial reporting requirements under the securities laws (as to cash bonuses and equity-based incentives that are performance-based) ● certain violations of our Code of Business Conduct and Ethics or other conduct deemed detrimental to the interests of the company (as to equity-based incentives) What We Don’t Do x Offer employment contracts to our executives, except as required in non-U.S.

Proxy Summary / governance structures and existing compensation practices · Dépôt 01/04/2026

jurisdictions x Pay dividends or accrue dividend equivalents on unearned performance-based equity awards x Provide excise tax gross-ups in new change in control severance agreements (since 2009) x Allow hedging or pledging of company securities x Reprice or exchange underwater stock options without shareholder approval Proposal 4 – Shareholder Proposal for Independent Board Chairman Our Board recommends a vote AGAINST this proposal ● It is important for the Board to have the flexibility to determine the most effective leadership structure using its best business judgment in light of the company’s circumstances at any given time ● A one-size-fits-all leadership structure is not in the best interests of the company or its shareholders ● A Lead Independent Director will be maintained whenever the Chairman is not an independent director ● The roles, responsibilities, and authorities of the company’s Lead Independent Director are equivalent to that of an independent Chairman, providing for an effective counterweight when the Chairman is not an independent director ● Our independent Board, which consists entirely of independent directors other than our Chairman and CEO, combined with the robust independent Lead Independent Director role and our strong corporate governance practices and policies, enable effective Board oversight Zimmer Biomet 4 Proxy Statement SUMMARY CORPORATE GOVERNANCE Every day, the Zimmer Biomet team works towards our mission of alleviating pain and improving quality of life for people around the world.

Proxy Summary / combined chairman and CEO roles and independent-chair proposal · Dépôt 01/04/2026

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

Controls and Procedures / unqualified 2024 internal-control audit opinion · Dépôt 25/02/2025

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

Controls and Procedures / Paragon 28 exclusion from 2025 assessment · Dépôt 20/02/2026

19.3 23.2 Intangible asset amortization 163.4 160.6 325.5 311.6 Adjusted gross profit $ 1,547.5 $ 1,502.1 $ 3,071.4 $ 2,867.6 Gross margin 63.3 % 63.8 % 63.9 % 63.5 % Inventory and manufacturing-related charges 0.3 0.8 0.5 0.6 Intangible asset amortization 7.5 7.7 7.6 7.8 Adjusted gross margin 71.1 % 72.3 % 72.0 % 71.9 % Page 20 of 23 ZIMMER BIOMET HOLDINGS, INC.

Gross Margin Reconciliation / quarterly and first-half reported and adjusted margins · Dépôt 05/08/2026

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 and 2025 (in millions, unaudited) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Operating profit $ 326.1 $ 300.0 $ 699.2 $ 592.3 Inventory and manufacturing-related charges 6.0 17.0 19.3 23.2 Intangible asset amortization 163.4 160.6 325.5 311.6 Restructuring and other cost reduction initiatives 29.8 17.5 36.1 53.5 Acquisition, integration, divestiture and related 18.1 78.9 33.7 89.5 Litigation 12.3 - 12.3 - European Union Medical Device Regulation - 4.3 - 8.7 Other charges 4.0 0.3 4.1 0.2 Adjusted operating profit $ 559.7 $ 578.5 $ 1,130.2 $ 1,079.0 Adjusted effective tax rate 18.0 % 18.2 % 18.0 % 18.2 % (1) Includes inventory and manufacturing-related charges; intangible asset amortization; restructuring and other cost reduction initiatives; acquisition, integration, divestiture and related; litigation; European Union Medical Device Regulation; and other charges

Operating Profit Reconciliation / reported and adjusted operating results · Dépôt 05/08/2026

The CVRs issued to Monogram common stockholders may result in up to approximately $570 million in additional consideration if certain product development, regulatory and revenue milestones are achieved through 2030.

Business Combinations / conditional Monogram consideration through 2030 · Dépôt 05/08/2026

Historique des publications

Historique des publications
VersionMis à jourAvantage concurrentiel
722/10/2026uncertain
619/10/2026uncertain
519/10/2026uncertain
418/10/2026uncertain
318/10/2026uncertain
218/10/2026uncertain
118/10/2026Indisponible

Sources

Méthode et limites de l’analyse · Comprendre ce concept