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Form 8-K

sec.gov

8-K — ZIMMER BIOMET HOLDINGS, INC.

Accession: 0001193125-26-385256

Filed: 2026-09-08

Period: 2026-09-08

CIK: 0001136869

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d304716d8k.htm (Primary)

EX-99.1 (d304716dex991.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2026

ZIMMER BIOMET HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-16407

13-4151777

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

345 East Main Street

Warsaw, Indiana

46580

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (574) 373-3333

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

ZBH

New York Stock Exchange

2.425% Notes due 2026

ZBH 26

New York Stock Exchange

1.164% Notes due 2027

ZBH 27

New York Stock Exchange

3.518% Notes due 2032

ZBH 32

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 8, 2026, Zimmer Biomet Holdings, Inc. (the “Company”) notified Kevin Thornal, Group President, Global Businesses and the Americas, that his position is being restructured. Mr. Thornal will be departing from the Company, effective on September 30, 2026.

Mr. Thornal will be eligible for severance benefits under the Company’s Restated Executive Severance Plan, as amended (the “Severance Plan”). Pursuant to the Severance Plan, Mr. Thornal will receive benefits, including a lump sum amount equal to the sum of twelve months of his annual base salary plus target annual bonus, plus twelve months of his current monthly COBRA premiums. His right to receive such severance payments and benefits is conditioned upon his executing and not revoking a general release in favor of the Company. A summary of the Severance Plan is included in the Company’s definitive proxy statement filed on April 1, 2026 under “Executive Compensation – Potential Payments upon Termination of Employment – Executive Severance Plan.” The Severance Plan was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 6, 2018, and the Amendment to the Severance Plan was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2022.

Item 7.01

Regulation FD Disclosure.

On September 8, 2026, the Company issued a press release relating to the matters described above in Item 5.02. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press release dated September 8, 2026

101

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2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 8, 2026

ZIMMER BIOMET HOLDINGS, INC.

By:

/s/ Chad F. Phipps

Name:

Chad F. Phipps

Title:

Senior Vice President, Chief Legal and Corporate Affairs Officer and Secretary

3

EX-99.1

EX-99.1

Filename: d304716dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Zimmer Biomet Announces Americas Leadership Promotions to Accelerate Commercial Transformation

Gary Campbell promoted to President, Americas

Brian Hatcher promoted to President, Recon, S.E.T., CMFT, Neuro and Biosurgery

Bradley Kessler promoted to President, Americas – Robotics, Technology and Data

(WARSAW, Ind.) September 8, 2026 — Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH), a global medical technology leader, today

announced leadership appointments designed to streamline its Americas and Global Business Group organizations for greater focus and agility.

Effective

October 1, Gary Campbell will be promoted to President, Americas, and Brian Hatcher will be promoted to President, Recon, S.E.T., CMFT, Neuro and Biosurgery. The company also announced the promotion of Bradley Kessler to President, Americas

– Robotics, Technology and Data. Campbell, Hatcher and Kessler will report directly to Ivan Tornos, Chairman, President and CEO of Zimmer Biomet.

“We talk often about our People and Culture strategic imperative to have the right talent, in the right roles, at the right times,” said Tornos.

“These well-deserved promotions do exactly that, while helping to accelerate our U.S. go-to-market transformation and sharpen ownership of our most important

commercial priorities. Gary, Brian and Brad are seasoned operators and proven Zimmer Biomet leaders with deep experience in the businesses and markets they will now lead. Their promotions reinforce my strong confidence in both our 2026 outlook and

our growth potential in 2027 and beyond.”

As part of this restructuring, Kevin Thornal, Group President, Global Businesses and the Americas, will

leave the company on September 30, 2026, following a transition period.

Tornos added, “On behalf of the entire Zimmer Biomet team, I want to

thank Kevin for his leadership and contributions to our company. We wish him all the best in his next chapter.”

2026 Outlook

Zimmer Biomet also announced today that the Company is reiterating its full-year 2026 financial outlook provided on August 5, 2026.

About Gary Campbell

As President, Americas, Campbell

will be responsible for commercial strategy and execution across the United States, Canada and Latin America. He will continue to lead the evolution of the company’s U.S.

go-to-market model, building a specialized and dedicated organization designed to increase productivity and accelerate growth.

Campbell has served as Zimmer Biomet’s vice president and general manager, Orthopedics – North

America since September 2024. Since joining the company in 2019, Campbell has held multiple commercial leadership roles of increasing responsibility. Previously, Campbell served in several sales and marketing roles at Enovis. He holds a

bachelor’s degree from Texas State University.

About Brian Hatcher

As President, Recon, S.E.T., CMFT, Neuro and Biosurgery, Hatcher will lead global portfolio strategy and execution across most of the company’s

businesses, expanding his current remit to include Global Knees and Hips. He will continue to play an integral role in the company’s innovation and diversification strategy, including delivering organic and inorganic opportunities in higher

growth markets. Lou Galrao, President of Reconstruction (Knees and Hips), will report to Hatcher.

During his

16-year career with Zimmer Biomet, Hatcher has held multiple roles in research, marketing, general management and business leadership. He was named to his first Global President role in 2021 and currently

serves as Zimmer Biomet’s President of S.E.T. and CMFT. Hatcher began his medical technology career with roles at OrbusNeich and later Medtronic. He holds a bachelor’s degree in chemistry and a Ph.D. in biomedical engineering, both from

the University of Florida.

About Brad Kessler

As

President, Americas – Robotics, Technology and Data, Kessler will be responsible for driving commercial strategy, growth and adoption of the company’s broad portfolio of robotics, digital and technology solutions in the Americas, as well

as its global service and capital solutions contracting business. Under Kessler’s leadership, the company will accelerate the expansion of its specialized robotics salesforce in advance of the highly anticipated launch of the Monogram

next-generation orthopedic robot, which is expected in 2027.

Kessler brings to the role more than two decades of commercial experience in orthopedics.

Currently vice president and general manager, Robotics, Technology and Data Solutions, Kessler has held multiple commercial leadership roles of increasing responsibility since he joined Zimmer Biomet in 2015. Prior to joining Zimmer Biomet, Kessler

spent nearly 10 years in sales at Stryker. He holds a bachelor’s degree from Texas A&M University and an Executive MBA from the Cox School of Business at Southern Methodist University.

# # #

2

About Zimmer Biomet

Zimmer Biomet is a global medical technology leader with a comprehensive portfolio designed to maximize mobility and improve health. We

seamlessly transform the patient experience through our innovative products and suite of integrated digital and robotic technologies that leverage data, data analytics and artificial intelligence.

With 90+ years of trusted leadership and proven expertise, Zimmer Biomet is positioned to deliver the highest quality solutions to patients and

providers. Our legacy continues to come to life today through our progressive culture of evolution and innovation.

For more information about our

product portfolio, our operations in 25+ countries and sales in 100+ countries or about joining our team, visit www.zimmerbiomet.com or follow on LinkedIn at www.linkedin.com/company/zimmerbiomet or X

at www.x.com/zimmerbiomet.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of

1995. Forward-looking statements include, but are not limited to, statements concerning Zimmer Biomet’s expectations, plans, outlook, prospects, and product and service offerings, including new product launches and potential clinical

successes. Such statements are based upon the current beliefs and expectations of management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and results to differ materially. For a

list and description of some of such risks and uncertainties, see Zimmer Biomet’s periodic reports filed with the U.S. Securities and Exchange Commission (“SEC”). These factors should not be construed as exhaustive and should be

read in conjunction with the other cautionary statements that are included in Zimmer Biomet’s filings with the SEC. Forward-looking statements speak only as of the date they are made, and Zimmer Biomet disclaims any intention or obligation to

update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers of this news release are cautioned not to rely on these forward-looking statements, since there can be no assurance that

these forward-looking statements will prove to be accurate. This cautionary statement is applicable to all forward-looking statements contained in this news release.

Contacts:

Media

Troy Kirkpatrick

614-284-1926

troy.kirkpatrick@zimmerbiomet.com

Kirsten Fallon

781-779-5561

kirsten.fallon@zimmerbiomet.com

Investors

David DeMartino

646-531-6115

david.demartino@zimmerbiomet.com

Zach Weiner

908-591-6955

zach.weiner@zimmerbiomet.com

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