Material Agreement Form 8 K

On November 13, 2024, Zimmer Biomet Holdings, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Bank PLC, Goldman Sachs & Co. LLC, HSBC Bank plc and RBC Europe Limited, as representatives of the underwriters named therein (collectively, the "Underwriters"), in connection with the public offering of €700.0 million aggregate principal amount of the Company's 3.518% notes due 2032 (the "Notes").

The Underwriting Agreement contains representations and warranties, covenants and conditions that are customary for transactions of this type. In addition, the Company has agreed to indemnify the Underwriters against certain liabilities on customary terms. The sale of the Notes is scheduled to close on November 20, 2024, subject to the satisfaction of customary closing conditions.

Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, commercial banking, financial advisory, investment banking, lending and other commercial dealings in the ordinary course of their business with the Company or its affiliates, including participating as lenders under the Company's credit facilities, for which they have received, and may in the future receive, customary fees and commissions. In addition, U.S. Bancorp Investments, Inc., one of the Underwriters, is an affiliate of the registrar, transfer agent and authenticating agent for the Notes. To the extent that the Underwriters or their affiliates own any of the Company's $850.0 million outstanding aggregate principal amount of 1.450% notes due 2024 (the "2024 Notes"), they would receive their proportionate share of the net proceeds from the offering of the Notes to the extent such proceeds are used to repay a portion of the 2024 Notes at maturity.

The Notes will be issued pursuant to an eleventh supplemental indenture, to be dated as of November 20, 2024, to the Company's Indenture (the "Base Indenture") dated as of November 17, 2009, between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee. The Notes will bear interest at a rate of 3.518% per annum, which interest will be payable annually in arrears on December 15 of each year, commencing on December 15, 2025. The Notes will mature on December 15, 2032.

The offering of the Notes was made pursuant to the Registration Statement on Form S-3(Registration No. 333-263051),the prospectus dated February 25, 2022, and the related prospectus supplement dated November 13, 2024.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The Base Indenture was incorporated by reference into the Registration Statement.