Zimmer Biomet Holdings, Inc. (ZBH), a global leader in musculoskeletal healthcare with a market presence spanning over 100 countries and a comprehensive portfolio of orthopedic products, surgical solutions, and digital health technologies, filed this Current Report on Form 8-K on June 29, 2026, to disclose a significant refinancing of its corporate credit facilities. On June 26, 2026, the Company entered into two new revolving credit agreements totaling $2.75 billion in aggregate committed borrowing capacity, while simultaneously terminating its prior 2025 credit facilities in a transaction that strengthens the Company's liquidity position and financial flexibility for general corporate purposes. This filing details the terms of the new agreements, the financial obligations they create, and the orderly termination of the prior facilities, providing investors and stakeholders with a comprehensive view of the Company's updated capital structure and financing strategy.

I. Entry into Material Definitive Agreement

On June 26, 2026, Zimmer Biomet Holdings, Inc. (the "Company") entered into two new material definitive agreements: a Five-Year Revolving Credit Agreement and a 364-Day Revolving Credit Agreement, each with JPMorgan Chase Bank, N.A. serving as administrative agent and a syndicate of lenders [Item 1.01 - Material Agreement, ¶1]. These agreements replaced the Company's prior 2025 credit facilities, which were terminated concurrently. The simultaneous execution and termination reflect a coordinated refinancing strategy designed to ensure uninterrupted access to credit markets.

Five-Year Revolving Credit Agreement

The Five-Year Credit Agreement provides a $1.5 billion unsecured revolving facility maturing on June 26, 2031. The Company has the option to request up to two one-year extensions, subject to lender consent, and may also request an uncommitted incremental increase of up to $750.0 million [Item 1.01 - Material Agreement, ¶1]. This incremental feature provides the Company with the ability to expand its borrowing capacity without renegotiating the entire facility, offering valuable flexibility should the Company's financing needs grow over time. Borrowings bear interest at floating rates based on either an adjusted Term SOFR or an alternate base rate, plus an applicable margin tied to the Company's senior unsecured long-term debt credit rating. A facility fee is also payable on the aggregate commitment amount at a rate determined by the same credit rating [Item 1.01 - Material Agreement, ¶2]. The use of Term SOFR as the benchmark rate reflects the market's transition away from LIBOR and aligns the agreement with current industry standards for floating-rate corporate borrowing.

The agreement contains customary affirmative and negative covenants, including limitations on consolidations, mergers, and asset sales, as well as a financial covenant requiring the Company to maintain a consolidated indebtedness-to-EBITDA ratio of no greater than 4.5 to 1.0 (subject to an increase to 5.0 to 1.0 in connection with a qualified material acquisition) [Item 1.01 - Material Agreement, ¶2]. This leverage covenant is a standard feature in investment-grade and high-grade credit facilities, providing lenders with a measurable financial threshold while affording the Company reasonable operational flexibility. The step-up to 5.0 to 1.0 for qualified material acquisitions is particularly noteworthy, as it allows the Company to pursue strategic acquisitions without immediately triggering a covenant breach, a provision that signals the Company's potential interest in future M&A activity.

364-Day Revolving Credit Agreement

The 364-Day Credit Agreement provides a $1.25 billion unsecured revolving facility maturing on June 25, 2027 [Item 1.01 - Material Agreement, ¶3]. Borrowings under this facility also bear interest at floating rates based on Term SOFR or an alternate base rate, plus a credit-rating-dependent margin, with a corresponding facility fee. The 364-Day Credit Agreement contains substantially similar affirmative and negative covenants and the same 4.5-to-1.0 leverage ratio requirement as the Five-Year Credit Agreement [Item 1.01 - Material Agreement, ¶4]. The shorter maturity of this facility is strategically designed to provide the Company with lower-cost, near-term liquidity while the five-year facility serves as the longer-term backbone of the Company's credit profile. The 364-day structure is common among large corporations that maintain both a long-term revolver for strategic capital needs and a shorter-term facility for working capital and seasonal liquidity requirements.

Business Purpose and Strategic Rationale

Both facilities are designated for general corporate purposes, providing the Company with substantial liquidity and financial flexibility [Item 1.01 - Material Agreement, ¶1] [Item 1.01 - Material Agreement, ¶3]. In connection with entering into these new agreements, the Company terminated its prior 2025 Five-Year Credit Agreement and 2025 364-Day Credit Agreement. There was no principal balance outstanding under either prior facility at termination, and the Company paid approximately $0.4 million in fees with cash on hand. Existing letters of credit under the prior five-year facility were transitioned to the new Five-Year Credit Agreement [Item 1.02, ¶1]. The absence of any outstanding borrowings at termination is a strong indicator of the Company's healthy cash position and robust operating cash flows, suggesting that the refinancing was a proactive liquidity management measure rather than a response to financial distress.

Material Relationships

In the ordinary course of business, certain lenders under the new credit agreements and their affiliates have provided, and may continue to provide, investment banking, commercial banking, cash management, foreign exchange, and other financial services to the Company and its affiliates for which they have received and may continue to receive compensation [Item 1.01 - Material Agreement, ¶5]. No material conflicts of interest were identified in connection with these agreements. The continued relationship with JPMorgan Chase Bank as administrative agent provides continuity and reflects the Company's established banking relationships.

II. Creation of Direct Financial Obligation

The entry into the two new revolving credit agreements on June 26, 2026, created direct financial obligations for Zimmer Biomet in the form of unsecured revolving credit facilities [Item 1.01 - Material Agreement, ¶1]. The Five-Year Revolving Facility provides $1.5 billion in borrowing capacity, matures on June 26, 2031, includes two one-year extension options exercisable at the Company's discretion subject to lender consent, and features an uncommitted incremental feature permitting an increase of up to $750.0 million. The 364-Day Revolving Facility provides $1.25 billion in borrowing capacity and matures on June 25, 2027 [Item 1.01 - Material Agreement, ¶3]. Borrowings under both facilities will be used for general corporate purposes, a broad designation that encompasses working capital, capital expenditures, acquisitions, share repurchases, dividend payments, and other routine corporate needs.

Both facilities bear interest at floating rates based on either an adjusted Term SOFR for the applicable interest period or an alternate base rate, plus an applicable margin determined by reference to the Company's senior unsecured long-term debt credit rating. The Company will also pay a facility fee on the aggregate amount of each facility at a rate similarly determined by its credit rating [Item 1.01 - Material Agreement, ¶2-3]. The floating-rate structure means that the Company's borrowing costs will fluctuate with changes in short-term interest rates, introducing an element of interest rate risk that the Company may choose to manage through derivative instruments or other hedging strategies. The credit-rating-dependent margin creates a direct link between the Company's credit quality and its financing costs, providing an incentive for maintaining strong credit metrics.

The credit agreements contain customary affirmative and negative covenants and events of default for unsecured financing arrangements, including limitations on consolidations, mergers, and sales of assets. Both agreements require the Company to maintain a consolidated indebtedness to consolidated EBITDA ratio of no greater than 4.5 to 1.0 as of the last day of any period of four consecutive fiscal quarters, with such ratio subject to increase to 5.0 to 1.0 in connection with a qualified material acquisition [Item 1.01 - Material Agreement, ¶2] [Item 1.01 - Material Agreement, ¶4]. No collateral is required, as both facilities are unsecured, and no subsidiary guarantees are mentioned in the agreements. The unsecured nature of these facilities is consistent with an investment-grade credit profile and avoids the administrative burden and restrictions typically associated with secured financing arrangements.

The creation of these facilities significantly enhances Zimmer Biomet's liquidity position by providing access to up to $2.75 billion in aggregate revolving credit capacity. The combination of a longer-term five-year facility and a shorter-term 364-day facility offers the Company flexibility in managing its capital structure and short-term working capital needs. The floating-rate interest structure, tied to Term SOFR plus a credit-rating-dependent margin, means borrowing costs will vary with market conditions and the Company's credit profile. The financial covenant requiring a maximum consolidated leverage ratio of 4.5 to 1.0 (or 5.0 to 1.0 following a qualified material acquisition) provides lenders with protection while affording the Company reasonable headroom for operational and strategic activities. Overall, these facilities strengthen Zimmer Biomet's financial flexibility without adding secured debt or onerous restrictions, supporting general corporate purposes and potential future investments [Item 1.01 - Material Agreement, ¶1] [Item 1.01 - Material Agreement, ¶3].

III. Termination of Material Definitive Agreement

On June 26, 2026, Zimmer Biomet Holdings, Inc. terminated two material definitive agreements — the 2025 Five-Year Revolving Credit Agreement and the 2025 364-Day Revolving Credit Agreement — both originally entered into on June 27, 2025, with JPMorgan Chase Bank, N.A. serving as administrative agent [Item 1.02, ¶1]. These credit facilities were terminated in connection with the Company's entry into new replacement credit facilities: a new Five-Year Credit Agreement and a new 364-Day Credit Agreement, also dated June 26, 2026. The prior facilities had been in place for approximately one year, indicating that the Company proactively sought to refinance on more favorable or current terms rather than allowing the facilities to run their full course.

The terminated agreements were revolving credit facilities that had provided Zimmer Biomet with access to liquidity over the prior year. The 2025 Five-Year Credit Agreement was a multi-year revolving facility, while the 2025 364-Day Credit Agreement was a shorter-term facility designed to meet working capital and other general corporate needs. Both agreements were governed by customary terms and conditions for credit facilities of this nature, with JPMorgan Chase Bank acting as administrative agent for the lender syndicate. The fact that the Company maintained two facilities with different maturities under the prior structure — and replicated this approach in the new agreements — suggests a deliberate capital structure strategy that balances long-term committed capacity with shorter-term, potentially lower-cost liquidity.

The reason for termination was the Company's decision to refinance and replace its existing credit facilities with new agreements on more current terms. This is a standard corporate finance practice — companies frequently replace credit agreements as they approach maturity or when market conditions allow for more favorable terms. In this case, the refinancing may have been motivated by changes in interest rate benchmarks, improvements in the Company's credit profile, or a desire to align the facilities with evolving business needs. The termination was effectuated by mutual agreement among Zimmer Biomet, the lenders, and the administrative agent, and both agreements were declared "of no further force or effect" as of June 26, 2026, subject to any obligations and provisions that survive termination [Item 1.02, ¶1].

From a financial standpoint, the termination had minimal impact on Zimmer Biomet's operations. At the time of termination, there was no principal balance outstanding under either the 2025 Five-Year Credit Agreement or the 2025 364-Day Credit Agreement, meaning the Company had not drawn on these facilities [Item 1.02, ¶1]. This indicates that Zimmer Biomet had sufficient liquidity from other sources — such as cash on hand, operating cash flows, or other financing arrangements — and did not need to rely on these particular credit lines. The absence of outstanding borrowings also simplified the termination process, as there were no loans to repay or refinance, and no associated interest rate or currency hedging positions to unwind.

Regarding termination costs, fees of approximately $0.4 million were payable under the 2025 Five-Year Credit Agreement at the time of its termination. Zimmer Biomet paid this amount in full using cash on hand on June 26, 2026 [Item 1.02, ¶1]. No additional penalties or early termination fees were disclosed. The $0.4 million fee is relatively modest in the context of a $2.75 billion refinancing, representing less than 0.02% of the total facility size, and was easily absorbed by the Company's cash reserves. Importantly, all existing letters of credit that had been issued under the 2025 Five-Year Credit Agreement were transitioned to the new Five-Year Credit Agreement, ensuring continuity of these credit support instruments without disruption to the Company's business operations [Item 1.02, ¶1]. Letters of credit are critical instruments for companies engaged in international operations, often serving as performance guarantees, bid bonds, or collateral for self-insurance programs, and their seamless transition was essential to maintaining business continuity.

The remaining obligations under the terminated agreements include standard survival provisions that typically cover indemnification, confidentiality, and other customary terms that persist beyond the termination date. No material ongoing liabilities were reported in connection with the termination, and the Company's overall credit profile and liquidity position were not adversely affected by this refinancing transaction.

IV. Exhibits and Supporting Information

Zimmer Biomet Holdings, Inc. filed this Current Report on Form 8-K on June 29, 2026, to disclose its entry into new credit facilities and the termination of prior credit agreements. The exhibits filed with this report include the following: Exhibit 10.1 — the Five-Year Revolving Credit Agreement, dated June 26, 2026; Exhibit 10.2 — the 364-Day Revolving Credit Agreement, dated June 26, 2026; and Exhibit 104 — the Cover Page Interactive Data File embedded within the Inline XBRL document [Item 9.01 - Exhibits, Table 1]. These exhibits provide the complete legal text of the new credit agreements, allowing investors and analysts to review the full terms, conditions, and covenants governing the facilities.

New Credit Facilities. On June 26, 2026, the Company entered into a new five-year unsecured revolving credit facility of $1.5 billion (the "Five-Year Revolving Facility"), which matures on June 26, 2031, with two one-year extension options exercisable at the Company's discretion subject to lender consent. The agreement also includes an uncommitted incremental feature allowing the Company to request an increase of up to $750.0 million [Item 1.01 - Material Agreement, ¶1]. Borrowings under the Five-Year Revolving Facility bear interest at floating rates based on adjusted Term SOFR or an alternate base rate, plus an applicable margin determined by the Company's senior unsecured long-term debt credit rating. The facility contains customary affirmative and negative covenants, including a financial covenant requiring the Company to maintain a consolidated indebtedness to consolidated EBITDA ratio of no greater than 4.5 to 1.0 (subject to increase to 5.0 to 1.0 in connection with a qualified material acquisition) [Item 1.01 - Material Agreement, ¶2].

Additionally, the Company entered into a 364-day unsecured revolving credit facility of $1.25 billion (the "364-Day Revolving Facility"), which matures on June 25, 2027. Borrowings under this facility will also be used for general corporate purposes and bear interest at floating rates with terms similar to the Five-Year Revolving Facility [Item 1.01 - Material Agreement, ¶3]. The 364-Day Credit Agreement contains substantially the same covenants and events of default as the Five-Year Credit Agreement, including the same consolidated indebtedness to consolidated EBITDA ratio requirement [Item 1.01 - Material Agreement, ¶4].

Termination of Prior Agreements. In connection with entering into the new credit facilities, the Company terminated its prior 2025 Five-Year Credit Agreement and 2025 364-Day Credit Agreement, both dated June 27, 2025. There was no principal balance outstanding under either prior agreement at the time of termination. The Company paid approximately $0.4 million in fees under the terminated 2025 Five-Year Credit Agreement using cash on hand, and all existing letters of credit issued under the prior agreement were transitioned to the new Five-Year Credit Agreement [Item 1.02, ¶1].

Material Changes and Forward-Looking Information. This filing does not contain a press release or earnings results, nor does it provide any forward-looking financial guidance or projections. The material change reflected in this 8-K is the refinancing of the Company's revolving credit facilities, which provides Zimmer Biomet with $2.75 billion in aggregate committed borrowing capacity across the two facilities. The new agreements maintain the same financial covenant structure as the prior facilities, and no borrowings were outstanding at the time of the transition, indicating no material change in the Company's liquidity position or financial condition as a result of this refinancing. In the ordinary course of business, certain lenders and their affiliates have provided, and may continue to provide, investment banking, commercial banking, and other financial services to the Company [Item 1.01 - Material Agreement, ¶5].

Conclusion

Zimmer Biomet Holdings, Inc.'s June 2026 refinancing represents a prudent and well-executed corporate finance transaction that positions the Company with $2.75 billion in aggregate revolving credit capacity across two facilities with staggered maturities. The seamless transition from the prior 2025 credit facilities — with no outstanding borrowings, minimal termination fees of $0.4 million, and uninterrupted letters of credit — underscores the Company's strong liquidity position and disciplined financial management. With the Five-Year Facility maturing in 2031 and the 364-Day Facility providing near-term flexibility, Zimmer Biomet has secured a robust capital structure that supports its strategic objectives in the musculoskeletal healthcare market while maintaining conservative leverage covenants and unsecured borrowing terms. The refinancing enhances the Company's financial flexibility for general corporate purposes, including potential acquisitions, working capital needs, and other strategic initiatives, without introducing secured debt or onerous restrictions. Investors and stakeholders can view this transaction as a measured and proactive approach to capital structure management that preserves the Company's financial strength and positions it for continued success in the competitive orthopedic and musculoskeletal device marketplace.