Form 4: ZimVie Officer Disposes Shares Post-Merger

ZimVie Inc. Chief Accounting Officer Sandra Schneider disposed of common stock and restricted stock units following the company's merger into a wholly-owned subsidiary.

Summary

• Sandra Schneider, Chief Accounting Officer of ZimVie Inc., reported the disposal of 40,794 shares of common stock and 49,956 Restricted Stock Units (RSUs).
• The disposal occurred on October 20, 2025, as a direct result of ZimVie Inc. merging with Zamboni MergerCo Inc., a wholly-owned subsidiary of Zamboni Parent Inc.
• At the effective time of the merger, each share of ZimVie's common stock was converted into the right to receive $19.00 in cash.
• All outstanding common stock shares were automatically canceled and are no longer outstanding following the merger.
• All outstanding and unvested Restricted Stock Units held by Ms. Schneider vested in full and were converted into cash based on the $19.00 merger consideration.

Sentiment

Score: 7

Explanation: The filing reports the expected disposal of securities by an insider following a merger, where shareholders received a fixed cash consideration. This provides liquidity to the insider and fulfills the terms of a pre-announced corporate action.

Positives

• Shareholders, including the reporting person, received a fixed cash consideration of $19.00 per share for their common stock, providing liquidity.
• Restricted Stock Units vested in full and were converted to cash at the merger consideration price, ensuring liquidity for RSU holders.

Negatives

• ZimVie Inc. ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of Zamboni Parent Inc.
• Common stock shares were canceled, meaning existing shareholders no longer hold equity in ZimVie Inc.

Future Outlook

NA

Management Comments

• 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. Schneider, as of immediately prior to the Effective Time, contingent upon the closing of the transactions contemplated by the Merger Agreement.

Industry Context

NA

Stakeholder Impact

• Shareholders: Received $19.00 cash per share, losing equity ownership in ZimVie Inc.
• Employees (with equity awards): Restricted Stock Units vested and converted to cash, providing liquidity.
• ZimVie Inc.: Ceased to be a publicly traded entity, becoming a subsidiary of Zamboni Parent Inc.

Next Steps

• ZimVie Inc. will continue as a wholly-owned subsidiary of Zamboni Parent Inc.
• Former shareholders of ZimVie Inc. common stock will receive the $19.00 per share merger consideration.

Key Dates

Keywords

ZimVie, ZIMV, Merger, Acquisition, Form 4, Insider Transaction, Sandra Schneider, Common Stock, Restricted Stock Units, Equity Disposal, Zamboni Parent Inc.