ZIMMER BIOMET HOLDINGS, INC. 10-Q

Item 5. Other Information During the three-month period ended March 31, 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, audit-related and tax services. This disclosure is made pursuant to Section 10A(i)(2) of the Exchange Act, as added by Section 202 of the Sarbanes-Oxley Act of 2002. During the three-month period ended March 31, 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 34 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. 35 Item 6. E xhibits The following exhibits are filed or furnished as part of this report: 2.1+ Agreement and Plan of Merger, dated as of January 28, 2025, by and among Zimmer, Inc., Gazelle Merger Sub I, Inc., Paragon 28, 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) 3.1 Restated Certificate of Incorporation of Zimmer Biomet Holdings, Inc., dated May 17, 2021 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed May 20, 2021) 3.2 Restated Bylaws of Zimmer Biomet Holdings, Inc., effective December 14, 2022 (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed February 24, 2023) 4.1 Twelfth Supplemental Indenture, dated as of February 19, 2025, 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 February 19, 2025) 4.2 Form of 4.700% Notes due 2027 (incorporated by reference to Exhibit 4.1 above) 4.3 Form of 5.050% Notes due 2030 (incorporated by reference to Exhibit 4.1 above) 4.4 Form of 5.500% Notes due 2035 (incorporated by reference to Exhibit 4.1 above) 10.1* Swiss Employment Agreement by and between Zimmer GmbH and Jehanzeb Noor dated as of February 13, 2025 10.2* Change in Control Severance Agreement by and between Zimmer GmbH and Jehanzeb Noor effective as of February 13, 2025 10.3* Confidentiality, Non-Competition and Non-Solicitation Agreement dated as of February 14, 2025 by and between Zimmer GmbH and Jehanzeb Noor 10.4* Form of Indemnification Agreement with Non-Employee Directors and Officers (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 31, 2008) 21 List of Subsidiaries of Zimmer Biomet Holdings, Inc. 31.1 Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 of the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 of the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) + Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished. * Management contract or compensatory plan or arrangement. 36 SI GNATURES 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 thereunto duly authorized. ZIMMER BIOMET HOLDINGS, INC. (Registrant) Date: May 5, 2025 By: /s/ Suketu Upadhyay Suketu Upadhyay Chief Financial Officer and Executive Vice President - Finance, Operations and Supply Chain (Principal Financial Officer) Date: May 5, 2025 By: /s/ Paul Stellato Paul Stellato Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) 37