ZBH · 8-K · 20260805PR335108
Contingent Consideration Liability
ZIMMER BIOMET HOLDINGS, INC. · 2026-08-05 · Importance 89 · Surprise 82 · Contradicted
Contingent consideration related to completed business combinations totaled $299.2 million at December 31, 2025, compared with $180.7 million at December 31, 2024, an increase of $118.5 million or 65.6%. The Monogram acquisition accounted for most of the contingent consideration balance at December 31, 2025. Monogram contingent consideration included $201.6 million of additional consideration tied to development, regulatory and revenue milestones, and the estimated Monogram contingent consideration liability was $211.3 million at acquisition.
Key facts
- For acquisitions with contingent consideration, the range of potential contingent consideration payments is $25 million to $795 million as of December 31, 2025, payable through 2031. source
- Embody contingent consideration up to $120.0 million; assigned fair value of $94.0 million as of acquisition date. source
- Paragon 28 CVRs may result in up to approximately $90.0 million in additional consideration; fair value of that contingent consideration was determined to be $35.0 million as of the Paragon 28 acquisition date. source
- Estimated payments related to development, distribution and other contractual arrangements could range from $0 to $225 million. source
- There were $77.1 million of net gains related to declines in the estimated fair values of contingent consideration from acquisitions due to updated forecasts of net sales. source
- Aggregate contingent consideration for the 2023 acquisitions: $138.5 million. source
- The range of potential contingent consideration payments is $25 million to $795 million. source
- Contingent payments related to acquisitions are recorded at a fair value of $299.2 million as of December 31, 2025. source
Impact estimates
| metric | direction | stage | expected | basis |
|---|---|---|---|---|
| net_income | positive | realized | +3.5% | There were $77.1 million of net gains related to declines in the estimated fair values of contingent consideration from acquisitions due… |
| liability | negative | contingent | — | For acquisitions with contingent consideration, the range of potential contingent consideration payments is $25 million to $795 million as… |
| liability | negative | realized | — | Embody contingent consideration up to $120.0 million; assigned fair value of $94.0 million as of acquisition date. |
| liability | negative | realized | — | Paragon 28 CVRs may result in up to approximately $90.0 million in additional consideration; fair value of that contingent consideration… |
| liability | negative | realized | — | Aggregate contingent consideration for the 2023 acquisitions: $138.5 million. |