16. Subsequent Event

On April 21, 2025, (the "Closing Date") we completed the acquisition of all outstanding shares of Paragon 28, Inc. ("Paragon 28"). At the effective time of the acquisition, each outstanding common share of Paragon 28 was automatically cancelled and retired and converted into the right to receive (i) $13.00 in cash and (ii) a non-tradeable contingent value right (“CVR”) entitling the holder to receive up to $1.00 per share in cash if certain revenue milestones are achieved. Upon completion of the acquisition, Paragon 28 became a wholly-owned subsidiary of Zimmer Biomet.

Paragon 28 is a leading medical device company focused exclusively on the foot and ankle orthopedic segment. The acquisition increases our market share in the foot and ankle space, which has been growing faster than some of the other spaces in which we compete. We paid approximately $1.4 billion in initial consideration and acquisition-related costs to complete the transaction utilizing cash on hand and by borrowing $400.0 million on our 2024 Five-Year Credit Agreement and $150.0 million on our Uncommitted Credit Facility. The CVRs issued to former Paragon 28 shareholders may result in up to approximately $90 million in additional consideration if certain revenue milestones are achieved. Additional information related to the acquisition of Paragon 28, such as the fair value of assets and liabilities acquired, has not been provided due to insufficient time to complete the procedures necessary to determine such amounts.

Paragon 28-Related Contingencies

Paragon 28 Securities Class Action Litigation. In September 2024, a putative class action lawsuit was filed against Paragon 28, Inc. (“Paragon 28”), its former CEO Albert DaCosta, its former CFO Stephen M. Deitsch, and its former interim CFO Kristina Wright, in the U.S. District Court for the District of Colorado (the “District of Colorado”), captioned Ellington v. Paragon 28, Inc. et al., (the “Ellington Action”). In October 2024, a second putative class action lawsuit was filed against the same parties also in the District of Colorado, captioned Tiedt v. Paragon 28, Inc., (the “Tiedt Action” and, together with the Ellington Action, the “Paragon Actions”). The Paragon Actions generally allege that the defendants made false and misleading statements in violation of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder related to Paragon 28’s financial statements and the effectiveness of Paragon 28’s internal financial controls. On April 4, 2025, the District of Colorado consolidated the Paragon Actions and appointed Nicholas Tiedt as lead plaintiff under the Private Securities Litigation Reform Act of 1995.

SEC Subpoena to Paragon 28. In September 2024, Paragon 28 received a subpoena from the U.S. Securities and Exchange Commission (“SEC”) for documents related to Paragon 28’s SEC Form 8-K, published on July 30, 2024, which stated that certain previously issued financial statements should no longer be relied upon due to errors in such financial statements and that a restatement of those prior financial statements was required. Paragon 28 was, and now Zimmer Biomet is, cooperating with the SEC's investigation, which is ongoing.

We are in the process of evaluating these contingencies as part of the Paragon 28 purchase price allocation as of the Closing Date.