Form 4: ZimVie Executive Disposes Shares Post-Merger

ZimVie Inc. executive Heather Kidwell reported the disposition of common stock and restricted stock units following the company's merger into a wholly-owned subsidiary.

Summary

• Heather Kidwell, Senior Vice President, Chief Legal, Compliance and Human Resources Officer, and Corporate Secretary of ZimVie Inc., reported changes in her beneficial ownership.
• On October 20, 2025, she disposed of 83,674 shares of ZimVie Inc. common stock.
• These shares were converted into a right to receive $19.00 in cash per share as part of the merger agreement.
• She also disposed of 149,190 Restricted Stock Units (RSUs).
• All outstanding and unvested RSUs vested in full and were converted into cash based on the $19.00 merger consideration.
• Following these transactions, Ms. Kidwell beneficially owns 0 shares of common stock and 0 derivative securities.
• The transactions occurred due to the merger of ZimVie Inc. with Zamboni MergerCo Inc., making ZimVie a wholly-owned subsidiary of Zamboni Parent Inc.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, which is generally a positive outcome for the acquiring entity and provides a clear exit for the acquired company's shareholders. The executive's equity awards were fully vested and converted to cash, indicating a positive personal outcome for the reporting person. However, it marks the end of ZimVie as an independent publicly traded entity.

Positives

• The completion of the merger indicates a successful transaction for shareholders, who received a cash consideration for their shares.
• Accelerated vesting of equity awards for Ms. Kidwell provided immediate liquidity for her holdings.

Negatives

• ZimVie Inc. common stock is no longer outstanding, meaning public shareholders no longer hold equity in the company.
• The company is now a wholly-owned subsidiary, implying its delisting from public exchanges.

Future Outlook

The filing indicates the completion of the merger, resulting in ZimVie Inc. becoming a wholly-owned subsidiary of Zamboni Parent Inc. This implies the company's public trading has ceased, and its future operations will be managed under the new parent entity.

Management Comments

• This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 20, 2025, by and among the Issuer, Zamboni Parent Inc., a Delaware corporation ("Parent") and Zamboni MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MergerCo"), pursuant to which, on October 20, 2025 (the "Effective Time"), MergerCo merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent.
• At the Effective Time, each share of the Issuer's common stock, par value $0.01 per share ("Common Stock"), reported on this Form 4 was converted into the right to receive $19.00 in cash (the "Merger Consideration"), without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement.
• As required by the terms of the Merger Agreement, the Issuer accelerated the vesting of all of the outstanding and unvested equity awards held by Ms. Kidwell, as of immediately prior to the Effective Time, contingent upon the closing of the transactions contemplated by the Merger Agreement.

Industry Context

This filing reflects a common trend of consolidation within the medical technology or healthcare sector, where larger entities acquire specialized companies to expand product portfolios or market share. The cash-out merger provides a definitive exit for public shareholders, typical in such transactions.

Comparison to Industry Standards

• The $19.00 per share merger consideration would typically be evaluated against the company's historical stock price, analyst price targets, and valuations of comparable companies in the medical device or dental implant industry (e.g., Dentsply Sirona, Straumann, Zimmer Biomet, Envista Holdings) at the time the merger agreement was announced.
• The acceleration of equity vesting for executives is a standard provision in many merger agreements to ensure management alignment and retention through the transaction.

Stakeholder Impact

• Shareholders: Received $19.00 per share in cash, ending their equity ownership in ZimVie Inc.
• Employees: The filing mentions accelerated vesting for Ms. Kidwell, implying similar treatment for other equity holders, which is generally positive. The company's operational structure will change under the new parent.
• Customers/Suppliers: No direct impact mentioned, but the change in ownership could lead to strategic shifts.

Next Steps

• ZimVie Inc. will operate as a wholly-owned subsidiary of Zamboni Parent Inc.
• Public trading of ZimVie Inc. common stock will cease.
• Shareholders will receive the $19.00 cash consideration per share.

Key Dates

Keywords

ZimVie Inc., ZIMV, Merger, Acquisition, Form 4, Insider Transaction, Equity Disposition, Restricted Stock Units, Cash Consideration, Zamboni Parent Inc.