ZBHZimmer Biomet
Zimmer Biomet is a global medical technology leader with a comprehensive portfolio designed to maximize mobility and improve health. 10-K, Item 1
- Employees
- 17,000
- Headquarters
- Warsaw, IN
- Next results
- around Feb 9, 2027
10 paragraphs in Risk Factors of the 10-K filed Feb 20, 2026 with nothing like them in the 10-K filed Feb 25, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 59 Health care companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
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.
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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.
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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.
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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.
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•inconsistent and unpredictable demand for our products, especially in developing markets;
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New in the latest 10-Q
9 paragraphs in the 10-Q filed Nov 4, 2026 with nothing like them in the 10-Q filed Aug 5, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
3. Revenue Net sales by geography are as follows (in millions): Three Months Ended Nine Months Ended September 30, September 30, 2026 2025 2026 2025 ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── United States $ 1,205.6 $1,164.0 $ 3,655.0 $3,451.4 International 857.2 837.3 2,671.6 2,536.3 Total $ 2,062.9 $2,001.4 $ 6,326.6 $5,987.7 Net sales by product category are as follows (in millions): Three Months Ended Nine Months Ended September 30, September 30, 2026 2025 2026 2025 ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Knees $ 767.5 $ 792.4 $ 2,425.0 $ 2,411.2 Hips 536.5 506.2 1,623.2 1,538.1 S.E.T. 578.3 541.5 1,726.5 1,562.6 Technology & Data, Bone Cement and Surgical 180.6 161.3 551.8 475.9 Total $ 2,062.9 $ 2,001.4 $ 6,326.6 $ 5,987.7 S.E.T. includes sales from our Sports Medicine, Biologics, Foot and Ankle, Upper Extremities, Trauma, Craniomaxillofacial and Thoracic ("CMFT") product categories. This net sales presentation differs from our reportable operating segments, which are based upon our senior management organizational structure and how we allocate resources toward achieving operating profit goals. Each of our reportable operating segments sells all the product categories noted above. Accordingly, the only difference from the presentation above and our reportable operating segments are the geographic groupings.
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We had $22.5 million and $11.7 million of property, plant and equipment included in accounts payable as of September 30, 2026 and December 31, 2025, respectively.
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On July 31, 2026, we acquired the ioverao business divested from Pacira BioSciences, Inc. ("Iovera"). Iovera provides us with a non-surgical, drug-free pain management technology that can be used in procedures for multiple indications across various anatomic locations. The total cash consideration paid at closing was $74.6 million with additional contingent consideration of up to $70.0 million subject to the achievement of future revenue milestones. We estimated the fair value of the additional contingent consideration to be $26.0 million as of the acquisition date.
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On August 11, 2026, we acquired all of the outstanding shares of Monteris Medical US, Inc. ("Monteris"). Monteris expands our surgical technology portfolio deeper into the cranial space by providing a minimally invasive laser therapy system for brain tumors and drug-resistant epilepsy. The total aggregate cash consideration paid at closing was $193.3 million with additional contingent consideration of up to $140.0 million subject to the achievement of future regulatory and revenue milestones. We estimated the fair value of the additional contingent consideration to be $125.7 million as of the acquisition date.
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On August 24, 2026, we acquired all of the outstanding shares of Alafair Biosciences, Inc. ("Alafair"). Alafair provides us with a hyaluronic acid-based soft-tissue protection device cleared for use in surgeries for tendon, ligament, skeletal muscle, and peripheral nerve applications. The total aggregate cash consideration paid at closing was $112.6 million. Additionally, we recognized $185.7 million of deferred cash consideration, representing its estimated fair value, as of the acquisition date. The deferred cash consideration will be paid in the first quarter of 2027 and is reported in "Other current liabilities" on our condensed consolidated balance sheet. Up to an additional $75.0 million of contingent consideration is subject to the achievement of future revenue milestones. We estimated the fair value of the additional consideration to be $37.0 million as of the acquisition date.
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The purchase price allocations for the 2026 acquisitions are preliminary as of September 30, 2026. We require additional time to refine the fair values of intangible assets acquired, finalize the estimated fair values of contingent liabilities, and finalize tax accounts. The final estimates of fair value are expected to be completed as soon as possible, but no later than one year after the respective acquisition dates.
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quantities if incentives are offered or if there are new product offerings in a market, which could cause period-to-period differences in sales.
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As of September 30, 2026, one customer represented approximately 12% of our consolidated accounts receivable. The balance arose from a change with respect to one of our largest distributor customers. As a result of transitioning to a new platform distributor in the region, we repurchased inventory from the incumbent distributor and immediately resold most of that inventory to the new platform distributor, resulting in an immaterial impact on consolidated net sales for the three and nine-month periods ended September 30, 2026. We granted the new distributor extended payment terms allowing them to pay for their initial purchase in equal installments through October 2027. Therefore, we will have an elevated concentration of credit risk to the new distributor until the initial purchase is entirely paid. As of September 30, 2026, we owed approximately $95 million to the previous distributor from which we repurchased inventory, which we expect to pay by the end of 2026. This liability is recognized in "Other current liabilities" on our condensed consolidated balance sheet.
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Item 6
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 29, 2025 (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on June 3, 2025) 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) 10.1 First Amendment to 364-Day Revolving Credit Agreement, dated as of August 5, 2026, among Zimmer Biomet Holdings, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent 10.2 First Amendment to Five-Year Revolving Credit Agreement, dated as of August 5, 2026, among Zimmer Biomet Holdings, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent 10.3* Transition Agreement, dated August 11, 2026, by and between Zimmer Asia (HK) Limited and Yi Sang-Uk 10.4* Form of Change in Control Severance Agreement with Gary Campbell and with Brian Hatcher (incorporated by reference to Exhibit 10.54 to the Registrant’s Annual Report on Form 10-K filed February 23, 2024) 10.5* Form of Corporate Executive Confidentiality, Non-Competition and Non-Solicitation Agreement with Gary Campbell and with Brian Hatcher 10.6* Form of Indemnification Agreement with Gary Campbell and with Brian Hatcher (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) 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.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 4, 2026 against Item 1A of the 10-K filed Feb 20, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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You should carefully consider the factors discussed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”), which could materially affect our business, financial condition and results of operations. The risks described in our 2025 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or results of operations.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
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