15. Subsequent Events

On July 20, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Zamboni Parent Inc. (“Parent”), a Delaware corporation and affiliate of ARCHIMED, and Zamboni MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent (“MergerCo”), pursuant to which, subject to the terms and conditions thereof, MergerCo will merge with and into ZimVie with ZimVie continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”). Consummation of the Merger is subject to the approval of our stockholders and other customary closing conditions.

Subject to the terms and conditions set forth in the Merger Agreement, which has been unanimously approved by the Board of Directors, at the effective time of the Merger (the “Effective Time”), each share of our common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time (other than shares of common stock (i) owned directly by Parent or MergerCo, (ii) owned by ZimVie as treasury shares or (iii) held by any person who properly exercises appraisal rights under Delaware law) shall be converted automatically into the right to receive an amount in cash equal to $19.00 per share, without interest (the “Merger Consideration”).

At the Effective Time, (i) each restricted stock unit with respect to common stock (each, an “RSU”) outstanding immediately prior to the Effective Time will vest in full and be canceled and converted into the right to receive an amount in cash equal to the number of shares of common stock subject to such RSU multiplied by the Merger Consideration, (ii) each option to purchase shares of common stock (each, an “Option”) outstanding immediately prior to the Effective Time will vest in full and be canceled and converted into the right to receive an amount in cash equal to the number of shares of common stock issuable upon exercise of such Option multiplied by the excess of the Merger Consideration over the per share exercise price of such Option (unless the per share exercise price of such Option is equal to or greater than the Merger Consideration, in which case such Option will be canceled for no consideration), and (iii) each deferred stock unit (whether settled in cash or in shares of common stock) (each, a “DSU”) outstanding immediately prior to the Effective Time will vest in full and be canceled and converted into the right to receive an amount in cash equal to the number of shares of common stock subject to such DSU multiplied by the Merger Consideration.

The consummation of the Merger is subject to certain closing conditions, including, among other things: (i) the approval of our stockholders; (ii) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as the receipt of certain non-U.S. antitrust and foreign direct investment approvals; (iii) the absence of legal restraints prohibiting the Merger; and (iv) other customary conditions specified in the Merger Agreement.

The Merger Agreement contains certain termination rights for us and Parent, including, among others, the right of (1) either party to terminate the Merger Agreement if the Merger is not consummated by January 20, 2026, (2) us to terminate the Merger Agreement in

order to enter into a definitive acquisition agreement providing for a Superior Proposal (as defined in the Merger Agreement) and (3) Parent to terminate the Merger Agreement if the Board of Directors changes its recommendation with respect to the Merger Agreement.

Upon termination of the Merger Agreement under specified circumstances, we will be required to pay Parent a termination fee. If the termination fee becomes payable as a result of us terminating the Merger Agreement in order to enter into a definitive acquisition agreement providing for a Superior Proposal (i) prior to August 29, 2025 or (ii) with an Excluded Party (as defined in the Merger Agreement), prior to September 3, 2025, the amount of the termination fee will be $10,125,785. If the termination fee becomes payable in other circumstances, the amount of the termination fee will be $20,251,575. We will be entitled to receive from Parent a termination fee of $40,503,150 under certain circumstances, including if we terminate the Merger Agreement because Parent fails to consummate the Merger when required by the Merger Agreement.

We have incurred and will incur certain costs relating to the proposed Merger, such as financial advisory, legal, accounting and other professional services fees. Future costs cannot be estimated at this time.

Upon consummation of the proposed Merger, ZimVie will become a privately held company.