UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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 | 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 (embedded within the Inline XBRL document) | |
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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 | |
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