8-K

Zimmer Biomet Holdings, Inc.

Date: July 14, 2025

/s/ Chad F. Phipps

Chad F. Phipps

Senior Vice President, General Counsel and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 11, 2025

ZIMMER BIOMET HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-16407

13-4151777

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


345 East Main Street
Warsaw, Indiana		46580
(Address of Principal Executive Offices)		(Zip Code)

(574) 373-3333

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	ZBH	New York Stock Exchange
2.425% Notes due 2026	ZBH 26	New York Stock Exchange
1.164% Notes due 2027	ZBH 27	New York Stock Exchange
3.518% Notes due 2032	ZBH 32	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.

Regulation FD Disclosure

In connection with the execution of the Merger Agreement (as defined below) described below under Item 8.01, Zimmer Biomet Holdings, Inc. (the “Company”) posted an investor presentation to its investor website and provided information regarding the proposed transaction to analysts and investors. A copy of the investor presentation is furnished hereto as Exhibit 99.1 and is hereby incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “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 such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01.

Other Events.

On July 11, 2025, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Monogram Technologies Inc., a Delaware corporation (“Monogram”), and Honey Badger Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”). Subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into Monogram (the “Merger”), with Monogram continuing as the surviving corporation and a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of Monogram stock, (other than shares owned by the Company, Merger Sub or any of their respective subsidiaries (which shares will be canceled) and shares with respect to which appraisal rights are properly exercised and not withdrawn under Delaware law), will automatically be converted into the right to receive (i) in the case of Monogram’s common stock, par value $0.001, an amount equal to (A) $4.04 in cash, without interest and (B) one contractual contingent value right pursuant to the Contingent Value Rights Agreement, to be entered into at or immediately prior to the Effective Time, among the Company and a rights agent, (ii) in the case of Monogram’s Series D preferred stock, par value $0.001 per share, $2.25 in cash, without interest plus an amount equal to any accrued but unpaid dividends, and (iii) in the case of Monogram’s Series E preferred stock, par value $0.001 per share, $100.00 in cash, without interest.

A copy of the press release jointly issued by the Company and Monogram on July 14, 2025 announcing the execution of the Merger Agreement is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.

Forward-Looking Statements

This communication, and any documents to which the Company refers in this communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often include the words “forecast,” “expect,” “believe,” “will,” “intend,” “plan,” and words of similar substance. Such forward-looking statements include, among other things, statements about the potential benefits of the proposed transaction; anticipated accretion and growth rates; plans, objectives, beliefs, expectations and intentions of the board of directors of the Company, the Company management, the financial condition, results of operations and businesses of the Company and Monogram; the possibility that the milestone associated with the contingent value rights are achieved in part or at all; and the anticipated timing of closing of the proposed transaction.

These forward-looking statements are based on certain assumptions and analyses made by the Company and Monogram in light of the Company’s experience and the Company’s perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes are appropriate in the circumstances. These forward-looking statements also are based on the current expectations and beliefs of the management of the Company and are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, among other things, (i) risks related to the satisfaction of the conditions to closing the Merger (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as to

whether the stockholders of Monogram will approve the Merger and the possibility that the Merger does not close; (ii) risks related to the possibility that competing offers or acquisition proposals for Monogram will be made; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including in circumstances which would require Monogram to pay a termination fee; (iv) risks related to the ability to realize the anticipated benefits of the Merger, including the possibility that the expected benefits from the Merger will not be realized or will not be realized within the expected time period; (v) the risk that the businesses will not be integrated successfully; (vi) risks relating to changing demand for the Company’s and Monogram’s existing products; (vii) risks relating to the achievement, in part or at all, of the revenue and other milestones necessary for the payment of any contingent value rights; (viii) disruption from the pending Merger making it more difficult to maintain business and operational relationships, including with customers, vendors, service providers, independent sales representatives, agents or agencies; (ix) risks related to the pending Merger diverting the Company’s managements’ attention from the ongoing business operations of their respective business; (x) negative effects of this announcement or the consummation of the Merger on the market price of the Company’s common stock and on the Company’s operating results; (xi) significant transaction costs; (xii) unknown liabilities; (xiii) the risk of litigation, including shareholder litigation, and/or regulatory actions, including any conditions, limitations or restrictions placed on approvals by any applicable governmental entities, related to the Merger; and (xiv) (A) other risks and uncertainties discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its subsequent Quarterly Reports on Form 10-Q (in particular, the risk factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in such Annual Report and Quarterly Reports), and (B) other risk factors identified from time to time in other filings with the U.S. Securities and Exchange Commission (the “SEC”).

The list of factors that may affect actual results and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Company undertakes no obligation to update any of these forward-looking statements as the result of new information or to reflect events or circumstances after the date of this communication or to reflect actual outcomes, expect as required by law, and expressly disclaims any obligation to revise or update any forward-looking statement to reflect future events or circumstances.

Additional Information about the Proposed Transaction and Where to Find It

In connection with the proposed transaction, Monogram intends to file relevant materials with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement will be mailed to Monogram’s stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF MONOGRAM ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ALL RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (if and when they are available) and other related documents filed with the SEC at the SEC’s website at www.sec.gov, and on Monogram’s website at www.monogramtechnologies.com. In addition, the proxy statement and other documents may be obtained free of charge by directing a request to Monogram Technologies Inc., ATTN: Investor Relations, 3913 Todd Lane, Suite 307 Austin, TX 78744, telephone: (512) 399-2656.

Participants in the Solicitation

The Company and Monogram and their respective directors and executive officers and other members of management and employees, under SEC rules, may be deemed participants in the solicitation of proxies from the stockholders of Monogram in connection with the proposed transaction. Information regarding the Company’s directors and executive officers can be found in the Company’s definitive proxy statement on Schedule 14A for the 2025 Annual Meeting of Stockholders, filed with the SEC on April 14, 2025 and subsequent statements of beneficial ownership on file with the SEC. Information regarding Monogram’s directors and executive officers can be found in

Monogram’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 12, 2025 and subsequent statements of beneficial ownership on file with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov, on the Company’s website at www.zimmerbiomet.com and on Monogram’s website at www.monogramtechnologies.com. Additional information regarding the interest of Monogram’s participants in the solicitation of Monogram’s stockholders, which may, in some cases, be different than those of Monogram’s stockholders generally, will be set forth in the proxy statement related to the proposed transaction described above and other relevant materials to be filed with the SEC if and when they become available.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

99.1		Investor Presentation, dated July 14, 2025

99.2		Joint Press Release, dated July 14, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

MOVING YOU FORWARD July 14, 2025 ZBH Acquisition of Monogram Technologies Inc. Exhibit 99.1

Disclaimer Cautionary Note Regarding Forward-Looking Statements: This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including any statements about us; Monogram Technologies Inc. (“Monogram”); forecasts; expectations; plans; intentions; strategies; prospects; goals; priorities; financial guidance; products; markets; technologies; partnerships; and services. Forward-looking statements in this presentation also include, among other things, statements about the potential benefits of the proposed transaction; anticipated accretion and growth rates; Zimmer Biomet's and Monogram’s plans, objectives, expectations and intentions; the financial condition, results of operations and businesses of Zimmer Biomet and Monogram; the possibility that the milestones associated with the contingent value rights are achieved in part or at all; and the anticipated timing of closing of the proposed transaction. All statements other than statements of historical or current fact are, or may be deemed to be, forward-looking statements. Such statements are based upon the current beliefs, expectations and assumptions of our management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and results to differ materially from the forward-looking statements. These risks, uncertainties and changes in circumstances include, but are not limited to: risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as to whether the stockholders of Monogram will approve the proposed transaction and the possibility that the proposed transaction does not close; risks related to the possibility that competing offers or acquisition proposals for Monogram will be made; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction, including in circumstances which would require Monogram to pay a termination fee; risks related to the ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; risks relating to changing demand for Zimmer Biomet’s and Monogram’s existing products; risks relating to the achievement, in part or at all, of the revenue and other milestones necessary for the payment of any contingent value rights; disruption from the proposed transaction making it more difficult to maintain business and operational relationships, including with customers, vendors, service providers, independent sales representatives, agents or agencies, and Monogram Technologies’ ability to attract, motivate or retain key executives, employees and other associates; risks related to the proposed transaction diverting Zimmer Biomet’s and/or Monogram’s managements’ attention from the ongoing business operations of their respective business; negative effects of the announcement or consummation of the proposed transaction on the market price of Zimmer Biomet’s and/or Monogram’s common stock and on Zimmer Biomet’s and/or Monogram’s operating results; significant transaction costs; unknown liabilities; the risk of litigation, including stockholder litigation, and/or regulatory actions, including any conditions, limitations or restrictions placed on approvals by any applicable governmental entities, related to the proposed transaction; and (A) other risks and uncertainties discussed in Zimmer Biomet’s and Monogram’s respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2024 and their subsequent Quarterly Reports on Form 10-Q (in particular, the risk factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in such Annual Reports and Quarterly Reports), and (B) other risk factors identified from time to time in other filings with the U.S. Securities and Exchange Commission (the “SEC”). Filings with the SEC are available on the SEC’s website at www.sec.gov. The list of factors that may affect actual results and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Zimmer Biomet and Monogram undertake no obligation to update any of these forward-looking statements as the result of new information or to reflect events or circumstances after the date of this communication or to reflect actual outcomes, expect as required by law, and expressly disclaim any obligation to revise or update any forward-looking statement to reflect future events or circumstances. Non-GAAP Financial Measures: This presentation refers to certain financial measures that differ from financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures may not be comparable to similar measures reported by other companies and should be considered in addition to, and not as a substitute for, or superior to, other measures prepared in accordance with GAAP. Management uses non-GAAP financial measures internally to evaluate the performance of the business. Additionally, management believes these non-GAAP measures provide meaningful incremental information to investors to consider when evaluating our performance and the transaction. Management believes these measures offer the ability to make period-to-period comparisons that are not impacted by certain items that can cause dramatic changes in reported income but that do not impact the fundamentals of our operations. The non-GAAP measures enable the evaluation of operating results and trend analysis by allowing a reader to better identify operating trends that may otherwise be masked or distorted by these types of items that are excluded from the non-GAAP financial measures. In addition, certain of these non-GAAP financial measures are used as performance metrics in our incentive compensation programs. Forward looking information is not adjusted to give effect to accounting requirements for discontinued operations. Unless otherwise noted, all measures in this presentation are on an adjusted and constant currency basis. Additional Information about the Proposed Transaction and Where to Find It: In connection with the proposed transaction, Monogram intends to file relevant materials with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement will be mailed to Monogram’s stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF MONOGRAM ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ALL RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (if and when they are available) and other related documents filed with the SEC at the SEC’s website at www.sec.gov, and on Monogram’s website at www.monogramtechnologies.com. In addition, the proxy statement and other documents may be obtained free of charge by directing a request to Monogram Technologies Inc., ATTN: Investor Relations, 3913 Todd Lane, Suite 307, Austin, TX, 78744 telephone: (512) 399-2656. Participants in the Solicitation: Zimmer Biomet and Monogram and their respective directors and executive officers and other members of management and employees, under SEC rules, may be deemed participants in the solicitation of proxies from the stockholders of Monogram in connection with the proposed transaction. Information regarding Zimmer Biomet’s directors and executive officers can be found in Zimmer Biomet’s definitive proxy statement on Schedule 14A for the 2025 Annual Meeting of Stockholders, filed with the SEC on April 14, 2025 and subsequent statements of beneficial ownership on file with the SEC. Information regarding Monogram’s directors and executive officers can be found in Monogram’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 12, 2025 and subsequent statements of beneficial ownership on file with the SEC. These documents are available free of charge at the SEC’s web site at www.sec.gov, on Zimmer Biomet’s website at www.zimmerbiomet.com and on Monogram’s website at www.monogramtechnologies.com. Additional information regarding the interest of Monogram’s participants in the solicitation of Monogram’s stockholders, which may, in some cases, be different than those of Monogram’s stockholders generally, will be set forth in the proxy statement related to the proposed transaction described above and other relevant materials to be filed with the SEC if and when they become available.

Summary Zimmer Biomet has entered into a definitive agreement to acquire all of the outstanding shares of Monogram Technologies Inc. (NASD:MGRM), a developer of semi- and fully-autonomous1, AI-driven orthopedic robotic systems. The transaction values Monogram at approximately $168 million2, is expected to be neutral to EPS3 in 2025 – 2027 and accretive thereafter, and expected to contribute to revenue growth beginning in 2027. Monogram has received FDA clearance for mBôs, a semi-autonomous, AI-navigated total knee arthroplasty (TKA) robotic solution, and is currently developing a fully autonomous version. Monogram’s objective is to improve the accuracy, safety and speed of TKAs while expanding mBôs’ label to include additional applications. Upon closing, the transaction will leap Zimmer Biomet forward by offering orthopedic surgeons the most comprehensive suite of customer-centric technology solutions, ranging from simplified navigation, such as OrthoGrid, to non-CT based robotics with ROSA, and fully autonomous robotics1 with mBôs. This acquisition underscores Zimmer Biomet’s commitment to enabling today while defining the future of orthopedic surgery. Monogram’s fully-autonomous TKA robot is currently in development, we anticipate late 2027/early 2028 launch; the semi-autonomous robot is regulatory approved with a Monogram implant Represents enterprise value and excludes an up to $12.37 per share Contingent Value Right (CVR) Based on ZBH internal model expectations, on an adjusted, non-GAAP basis and assuming a 2H2025 deal close

mBôs Overview Has not yet received regulatory approval FDA approved to be used with Monogram implants Currently in development, we anticipate late 2027/early 2028 launch KEY FEATURES Robotic joint arm with 7 degrees of freedom Robotic-controlled saw, with capabilities for burring/reaming 1 CT-based planning and navigation AI/ML driven personalized case planning Markerless tracking1 Augmented reality integration1 Capable of fully remote surgery1 No external fixation enabled by dynamic compensation 2 versions targeting broad surgeon base: Semi-Autonomous – FDA cleared robot performs cutting2 Launch with Persona knee expected early-2027 Fully Autonomous - Robot performs cutting, hands-free to hold retractors, foot pedal activated3 Launch with Persona knee expected late-2027/early-2028 Initial approval for TKA; pursuing additional indications

Navigation Robotics Offerings ZBH’s Full Suite1 of Robotic and Navigational Solutions TMINI4 CT-enabled, handheld, smaller footprint Image-less or CT-enabled pre-planning2, manual cuts ROSA ROBOTIC SYSTEM Inclusion of mBôs as within ZBH’s Suite of Solutions is subject to transaction closing, which is subject to receipt of required regulatory approvals and approval of the Monogram common stockholders CT-enabled ROSA has not yet received regulatory approval mBôs fully-Autonomous robot is currently in development; we anticipate late 2027/early 2028 launch ZBH has partnership agreements with ThinkSurgical and HipInsight AI-based, direct anterior hip navigation system without pins, CT or MRI ORTHOGRID HIPINSIGHT4 CT-based 3D planning for direct anterior and posterior workflows Fully and Semi-Autonomous Versions3 with CT-based pre- and intraoperative- planning mBôs Committed to Broadest Offering in Industry to Address Customer Needs Now and in the Future

ROSA CT Early-27 ROSA Posterior Hip 2H26 ROSA Oxford 2027 ROSA Shoulder V1.2 2027 mBôs Autonomous with Persona1 Late-27/Early-28 ROSA Shoulder Full launch Early-26 Robust Robotics Innovation Pipeline Committed to advancing all platforms to address customer and patient needs Note: Dates listed are expected launches 1. Inclusion of mBôs as within ZBH’s Innovation Pipeline is subject to transaction closing, which is subject to receipt of required regulatory approvals and approval of the Monogram common stockholders mBôs Semi-Autonomous with Persona1 Early-27 200 additional robotic clinical sales representatives Investing in US to match International market leadership ROSA with OptimiZe (1.5) 2H25

Customer Centric Technology Approach Autonomous1 Semi-Autonomous Manually Performed Cuts Remote Surgical Capabilities1 CT-based Pre- and Intraoperative- Planning Image Free Planning Markerless Tracking1 Kinematic Alignment Handheld Price Optionality Al-based Augmented-Reality New with mBôs KEY: Has not yet received regulatory approval

Transaction Details Transaction value excludes CVR Based on ZBH internal model expectations, on an adjusted, non-GAAP basis and assuming a 2H2025 deal close Purchase Price and Contingent Value Right (CVR) Structure Sources of Financing Approval Process Financial Impact $4.04 per share in cash corresponding to an approximate $168 million enterprise value1 Non-tradable CVRs which may pay up to an additional $12.37 per share in cash based on achievement of development, regulatory and revenue milestones Zimmer Biomet plans to fund the proposed transaction through a combination of cash on the balance sheet and other available debt financing sources Subject to receipt of required regulatory approvals and approval of the Monogram stockholders, and is anticipated to close in the second half of 2025 Neutral to EPS2 in 2025-2027 and accretive thereafter; the transaction is expected to contribute to revenue growth beginning in 2027

Driving US robotic knee penetration beyond the roughly 40% exiting 2027 contemplated in our LRP Increasing our share of wallet, as each mBôs case carries a 10-15% price premium Expanding our leading global position in knees Strengthens ZBH’s leadership position in robotics, one of the fastest growing segments within orthopedics Accelerates revenue growth CVR structure de-risks transaction and optimizes financial contribution Neutral to adjusted EPS in 2025, 2026 and 2027 Accretive to adjusted EPS in 2028 and beyond High single digit ROIC by year five, increasing contribution thereafter Monogram Acquisition Compelling Financial Returns

Transaction Aligns with Our M&A Strategy Monogram Technologies Checks all the Boxes Strategic Criteria Transaction value (up to $2B) Accelerates WAMGR Adj. EPS Neutral by the End of Year 2 HSD ROIC1 by Year 5 Financial Criteria 1. Return on Invested Capital Path to Category Leadership Differentiated Protected Solutions Improve Safety, Efficiency, Best-in-Class Outcomes Site of Care

Exhibit 99.2




Zimmer Biomet:

Media Kristen Cardillo 925-786-4913 [email protected] Kirsten Fallon 781-779-5561 [email protected]		Investors David DeMartino 646-531-6115 [email protected] Zach Weiner 908-591-6955 [email protected]

Monogram Technologies:

Media and Investors: Chris Tyson MZ North America Direct 949-4791-8235 [email protected]

Zimmer Biomet Announces Definitive Agreement to Acquire Monogram

Technologies, Expanding Robotics Suite with Autonomous Solutions

Proposed transaction creates the broadest, most flexible portfolio of orthopedic robotics

and navigation technologies to meet surgeons’ needs

Acquisition expected to be neutral to adjusted earnings per share in 2025 – 2027 and

accretive thereafter and to contribute to revenue growth beginning in 2027

(WARSAW, Indiana and AUSTIN, Texas) July 14, 2025 — Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH), a global medical technology leader, and Monogram Technologies Inc. (NASDAQ: MGRM), an orthopedic robotics company, today announced they have entered into a definitive agreement for Zimmer Biomet to acquire all outstanding shares of stock of Monogram for an upfront payment of $4.04 per share in cash, corresponding to an equity value of approximately $177 million and an enterprise value of approximately $168 million. Monogram common stockholders will also receive a non-tradeable contingent value right (CVR) entitling the holder to receive up to $12.37 per share of common stock in cash if certain product development, regulatory and revenue milestones are achieved through 2030.

The respective boards of directors of Zimmer Biomet and Monogram have unanimously approved the proposed transaction.

Monogram’s semi- and fully autonomous robotic technologies are expected to add new and differentiated capabilities to expand Zimmer Biomet’s flagship ROSA^® Robotics platform and broad suite of navigation and enabling technologies. Monogram has developed a CT-based, semi-autonomous, AI-navigated total knee arthroplasty (TKA) robotic technology, which received FDA 510(k) clearance in March 2025 and is expected to be commercialized with Zimmer Biomet implants in early 2027. Additionally, Monogram is developing a fully autonomous version of the technology with the potential to significantly increase safety, efficiency and outcomes, as well as additional applications beyond TKA. Upon closing of the proposed transaction, Zimmer Biomet expects to have a clear pathway to become the first and only company in orthopedics to offer a fully autonomous surgical robot.

“Monogram’s technology is a major leap forward, demonstrating our commitment to becoming the boldest and broadest innovator in surgical robotics and navigation,” said Ivan Tornos, Chairman, President and Chief Executive Officer of Zimmer Biomet. “Upon closing, our customer-centric portfolio will consist of the most comprehensive and flexible technology ecosystem to support the varying preferences of a vast array of surgeons – now and into the future. With Monogram’s proprietary technology, Zimmer Biomet has the potential to become the first company to deliver fully autonomous capabilities and redefine both the standard of care and the future of orthopedic surgery.”

The proposed transaction expands Zimmer Biomet’s extensive suite of orthopedic robotics, enabling solutions and analytics to address the needs of surgeons pre-, intra- and post-operatively. Zimmer Biomet’s broad portfolio features imageless robotics through its ROSA platform; a licensed CT-based handheld robot; mixed reality navigation; AI-based surgical navigation; and a pathway to advanced semi- and fully autonomous robotics capabilities. Increasingly, Zimmer Biomet is uniquely positioned to solve for the diverse preferences of a wide range of surgeons globally and address multiple styles of surgical techniques, such as CT and non-CT; robotic and non-robotic; and manual, surgeon-centered methods or semi- or fully autonomous technologies.

The ROSA platform, which is the cornerstone of Zimmer Biomet’s robotics offering, is rapidly approaching 2,000 installations worldwide and is a market leader outside of the United States. Zimmer Biomet is committed to continuing to advance the ROSA platform and is investing in a robust R&D pipeline featuring several new product and software applications expected between now and 2027. This includes ROSA Knee with OptimiZe, which has been submitted to the FDA and 510(k) clearance is anticipated later this year, as well as ROSA Posterior Hip and the full commercial launch of ROSA Shoulder.

“Since our inception, we have been singularly focused on advancing orthopedic robotics with technology designed to safely, efficiently and accurately support surgeons with total knee arthroplasty,” said Benjamin Sexson, Chief Executive Officer of Monogram. “We are thrilled by the opportunity to add our technology to Zimmer Biomet’s leading portfolio of surgical robotics, navigation solutions and trusted implants and to benefit from their deep industry expertise and global scale.”

Zimmer Biomet plans to fund the proposed transaction through a combination of cash on the balance sheet and other available debt financing sources. Zimmer Biomet expects to maintain a strong balance sheet and to continue to support its stated capital allocation priorities.

Zimmer Biomet believes this proposed transaction and the CVR structure is compelling from both a strategic and financial standpoint. The acquisition of Monogram further strengthens Zimmer Biomet’s capabilities in robotics, one of the fastest growing segments within orthopedics. Zimmer Biomet expects the acquisition will contribute to revenue growth in 2027 and beyond by improving the Company’s robotic knee adoption in the U.S., increasing share of wallet through reaching new customers with a broader product range, and expanding the Company’s industry-leading global knee offerings.

Zimmer Biomet anticipates the acquisition will be neutral to adjusted earnings per share in 2025, 2026 and 2027, and accretive in 2028 and beyond. Additionally, the transaction is projected to generate high-single digit return on invested capital (ROIC) by year five, with an increasing contribution thereafter.

Closing of the proposed transaction is subject to receipt of required regulatory approvals, approval by Monogram’s common stockholders and other customary closing conditions, and the merger is anticipated to close later this year.

Advisors

Morgan Stanley & Co. LLC is serving as exclusive financial advisor to Zimmer Biomet and Hogan Lovells US LLP is serving as legal advisor.

Wells Fargo Securities, LLC is serving as exclusive financial advisor to Monogram and Duane Morris LLP is serving as legal advisor.

About Zimmer Biomet

Zimmer Biomet is a global medical technology leader with a comprehensive portfolio designed to maximize mobility and improve health. We seamlessly transform the patient experience through our innovative products and suite of integrated digital and robotic technologies that leverage data, data analytics and artificial intelligence.

With 90+ years of trusted leadership and proven expertise, Zimmer Biomet is positioned to deliver the highest quality solutions to patients and providers. Our legacy continues to come to life today through our progressive culture of evolution and innovation.

For more information about our product portfolio, our operations in 25+ countries and sales in 100+ countries or about joining our team, visit www.zimmerbiomet.com or follow on LinkedIn at www.linkedin.com/company/zimmerbiomet or X/ Twitter at www.twitter.com/zimmerbiomet.

About Monogram Technologies

Monogram Technologies (NASDAQ: MGRM) is an AI-driven robotics company focused on improving human health, with an initial focus on orthopedic surgery. The Company is developing a product solution architecture to enable patient-optimized orthopedic implants at scale by combining 3D printing, advanced machine vision, AI and next-generation robotics.

To learn more, visit www.monogramtechnologies.com.

Cautionary Statement Regarding Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Zimmer Biomet and Monogram, which involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “are confident that,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “would” or the negative of these terms or other comparable terms. Forward-looking statements in this release include, among other things, statements about the potential benefits of the proposed transaction; anticipated accretion and growth rates; plans, objectives, beliefs, expectations and intentions of the board of directors of Zimmer Biomet, Zimmer Biomet management, the board of directors of Monogram and Monogram management; the financial condition, results of operations and businesses of Zimmer Biomet and Monogram; the possibility that the milestones associated with the contingent value rights are achieved in part or at all; and the anticipated timing of closing of the proposed transaction.

These forward-looking statements are based on certain assumptions and analyses made by Zimmer Biomet and Monogram in light of Zimmer Biomet’s and Monogram’s experience and Zimmer Biomet’s and Monogram’s perception of historical trends, current conditions and expected future developments, as well as other factors Zimmer Biomet and Monogram believe are appropriate in the circumstances. These forward-looking statements also are based on the current expectations and beliefs of the respective managements of Zimmer Biomet and Monogram and are subject to certain known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties include, among other things, (i) risks related to the satisfaction of the conditions to closing the proposed transaction (including the failure to obtain necessary regulatory approvals) in the anticipated timeframe or at all, including uncertainties as to whether the stockholders of

Monogram will approve the proposed transaction and the possibility that the proposed transaction does not close; (ii) risks related to the possibility that competing offers or acquisition proposals for Monogram will be made; (iii) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction, including in circumstances which would require Monogram to pay a termination fee; (iv) risks related to the ability to realize the anticipated benefits of the proposed transaction, including the possibility that the expected benefits from the proposed transaction will not be realized or will not be realized within the expected time period; (v) the risk that the businesses will not be integrated successfully; (vi) risks relating to changing demand for Zimmer Biomet’s and Monogram’s existing products; (vii) risks relating to the achievement, in part or at all, of the revenue and other milestones necessary for the payment of any contingent value rights; (viii) disruption from the proposed transaction making it more difficult to maintain business and operational relationships, including with customers, vendors, service providers, independent sales representatives, agents or agencies, and Monogram’s ability to attract, motivate or retain key executives, employees and other associates; (ix) risks related to the proposed transaction diverting Zimmer Biomet’s and/or Monogram’s managements’ attention from the ongoing business operations of their respective business; (x) negative effects of this announcement or the consummation of the proposed transaction on the market price of Zimmer Biomet’s and/or Monogram’s common stock and on Zimmer Biomet’s and/or Monogram’s operating results; (xi) significant transaction costs; (xii) unknown liabilities; (xiii) the risk of litigation, including stockholder litigation, and/or regulatory actions, including any conditions, limitations or restrictions placed on approvals by any applicable governmental entities, related to the proposed transaction; and (xiv) (A) other risks and uncertainties discussed in Zimmer Biomet’s and Monogram’s respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2024 and their subsequent Quarterly Reports on Form 10-Q (in particular, the risk factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in such Annual Reports and Quarterly Reports), and (B) other risk factors identified from time to time in other filings with the U.S. Securities and Exchange Commission (the “SEC”). Filings with the SEC are available on the SEC’s website at www.sec.gov.

The list of factors that may affect actual results and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Zimmer Biomet and Monogram undertake no obligation to update any of these forward-looking statements as the result of new information or to reflect events or circumstances after the date of this communication or to reflect actual outcomes, expect as required by law, and expressly disclaim any obligation to revise or update any forward-looking statement to reflect future events or circumstances.

Additional Information about the Proposed Transaction and Where to Find It

In connection with the proposed transaction, Monogram intends to file relevant materials with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement will be mailed to Monogram’s stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF MONOGRAM ARE URGED TO READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS AND ALL RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (if and when they are available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov, and on Monogram’s website at www.monogramtechnologies.com. In addition, the proxy statement and other documents may be obtained free of charge by directing a request to Monogram Technologies Inc., ATTN: Investor Relations, 3913 Todd Lane, Suite 307, Austin, TX 78744, telephone: (512) 399-2656.

Participants in the Solicitation

Zimmer Biomet and Monogram and their respective directors and executive officers and other members of management and employees, under SEC rules, may be deemed participants in the solicitation of proxies from the stockholders of Monogram in connection with the proposed transaction. Information regarding Zimmer Biomet’s directors and executive officers can be found in Zimmer Biomet’s definitive proxy statement on Schedule 14A for the 2025 Annual Meeting of Stockholders, filed with the SEC on April 14, 2025 and subsequent statements of beneficial ownership on file with the SEC. Information regarding Monogram’s directors and executive officers can be found in Monogram’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 12, 2025 and subsequent statements of beneficial ownership on file with the SEC. These documents are available free of charge at the SEC’s web site at www.sec.gov, on Zimmer Biomet’s website at www.zimmerbiomet.com and on Monogram’s website at www.monogramtechnologies.com. Additional information regarding the interest of Monogram’s participants in the solicitation of Monogram’s stockholders, which may, in some cases, be different than those of Monogram’s stockholders generally, will be set forth in the proxy statement related to the proposed transaction described above and other relevant materials to be filed with the SEC if and when they become available.

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