--- schema_version: "secwatch.filing_event.v1" accession: "0000950157-25-000330" form_type: "8-K" ticker: null cik: "0001531978" company_name: "Paragon 28, Inc." filed_at: "2025-04-21T23:59:59+00:00" generated_at: "2026-05-23T10:09:50.568024+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Paragon 28 acquired by Zimmer Biomet for $13.00/sh plus contingent value right ## Summary - Shareholders received $13.00 cash per share and one CVR (up to $1.00) tied to 2026 net revenue threshold of $346M. - Company became wholly owned by Zimmer; NYSE trading halted and delisting initiated via Form 25. - Board of directors and executive officers (DaCosta, Chahine, etc.) ceased; new officers from Zimmer Biomet appointed. - Loan agreements with Zions and Ares Capital terminated and fully repaid at closing. - Tax gross-up agreements for DaCosta ($2.77M) and Chahine ($2.54M) under aggregate cap of $5.425M. ## SEC filing metadata - accession: 0000950157-25-000330 - form_type: 8-K - cik: 0001531978 - company_name: Paragon 28, Inc. - filed_at: 2025-04-21T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950157-25-000330 - JSON: https://secwatch.observer/filing/0000950157-25-000330.json - Plain text: https://secwatch.observer/filing/0000950157-25-000330.txt ## Key facts - Executive change Albert DaCosta departed as other_named_officer at Paragon 28, Inc.. - Action: ceased source text: In connection with the consummation of the Merger, each of Albert DaCosta, Chadi Chahine, Matthew Jarboe, Robert McCormack and Andrew Hill ceased to be an executive officer of the Company as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Executive change Chadi Chahine resigned as Chief Financial Officer and EVP of Supply Chain Operations at Paragon 28, Inc.. - Action: resigned - Role: Chief Financial Officer and EVP of Supply Chain Operations source text: On April 17, 2025, Chadi Chahine delivered a letter of resignation to the Company and Parent to notify the Company and Parent of his decision to resign as Chief Financial Officer and EVP of Supply Chain Operations of the Company, effective upon the consummation of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Executive change Robert McCormack departed as other_named_officer at Paragon 28, Inc.. - Action: ceased source text: In connection with the consummation of the Merger, each of Albert DaCosta, Chadi Chahine, Matthew Jarboe, Robert McCormack and Andrew Hill ceased to be an executive officer of the Company as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Executive change Andrew Hill departed as other_named_officer at Paragon 28, Inc.. - Action: ceased source text: In connection with the consummation of the Merger, each of Albert DaCosta, Chadi Chahine, Matthew Jarboe, Robert McCormack and Andrew Hill ceased to be an executive officer of the Company as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Executive change Stephen Oesterle departed as Director at Paragon 28, Inc.. - Action: ceased - Role: Director source text: Upon the consummation of the Merger, each of Albert DaCosta, Quentin Blackford, Dave Demski, Alf Grunwald, B. Kris Johnson, Stephen Oesterle, Megan Scanlon, Tom Schnettler and Krissy Wright ceased to be a member of the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Executive change Quentin Blackford departed as Director at Paragon 28, Inc.. - Action: ceased - Role: Director source text: Upon the consummation of the Merger, each of Albert DaCosta, Quentin Blackford, Dave Demski, Alf Grunwald, B. Kris Johnson, Stephen Oesterle, Megan Scanlon, Tom Schnettler and Krissy Wright ceased to be a member of the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Executive change Megan Scanlon departed as Director at Paragon 28, Inc.. - Action: ceased - Role: Director source text: Upon the consummation of the Merger, each of Albert DaCosta, Quentin Blackford, Dave Demski, Alf Grunwald, B. Kris Johnson, Stephen Oesterle, Megan Scanlon, Tom Schnettler and Krissy Wright ceased to be a member of the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Executive change Paul Stellato was appointed as other_named_officer at Paragon 28, Inc.. - Action: appointed source text: At the Effective Time, Mark Bezjak, Suketu Upadhyay and Paul Stellato became officers of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Executive change Suketu Upadhyay was appointed as other_named_officer at Paragon 28, Inc.. - Action: appointed source text: At the Effective Time, Mark Bezjak, Suketu Upadhyay and Paul Stellato became officers of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Executive change B. Kris Johnson departed as Director at Paragon 28, Inc.. - Action: ceased - Role: Director source text: Upon the consummation of the Merger, each of Albert DaCosta, Quentin Blackford, Dave Demski, Alf Grunwald, B. Kris Johnson, Stephen Oesterle, Megan Scanlon, Tom Schnettler and Krissy Wright ceased to be a member of the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Executive change Matthew Jarboe departed as other_named_officer at Paragon 28, Inc.. - Action: ceased source text: In connection with the consummation of the Merger, each of Albert DaCosta, Chadi Chahine, Matthew Jarboe, Robert McCormack and Andrew Hill ceased to be an executive officer of the Company as of the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Executive change Albert DaCosta departed as Director at Paragon 28, Inc.. - Action: ceased - Role: Director source text: Upon the consummation of the Merger, each of Albert DaCosta, Quentin Blackford, Dave Demski, Alf Grunwald, B. Kris Johnson, Stephen Oesterle, Megan Scanlon, Tom Schnettler and Krissy Wright ceased to be a member of the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Executive change Krissy Wright departed as Director at Paragon 28, Inc.. - Action: ceased - Role: Director source text: Upon the consummation of the Merger, each of Albert DaCosta, Quentin Blackford, Dave Demski, Alf Grunwald, B. Kris Johnson, Stephen Oesterle, Megan Scanlon, Tom Schnettler and Krissy Wright ceased to be a member of the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Executive change Dave Demski departed as Director at Paragon 28, Inc.. - Action: ceased - Role: Director source text: Upon the consummation of the Merger, each of Albert DaCosta, Quentin Blackford, Dave Demski, Alf Grunwald, B. Kris Johnson, Stephen Oesterle, Megan Scanlon, Tom Schnettler and Krissy Wright ceased to be a member of the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Executive change Mark Bezjak was appointed as other_named_officer at Paragon 28, Inc.. - Action: appointed source text: At the Effective Time, Mark Bezjak, Suketu Upadhyay and Paul Stellato became officers of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Executive change Alf Grunwald departed as Director at Paragon 28, Inc.. - Action: ceased - Role: Director source text: Upon the consummation of the Merger, each of Albert DaCosta, Quentin Blackford, Dave Demski, Alf Grunwald, B. Kris Johnson, Stephen Oesterle, Megan Scanlon, Tom Schnettler and Krissy Wright ceased to be a member of the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Executive change Tom Schnettler departed as Director at Paragon 28, Inc.. - Action: ceased - Role: Director source text: Upon the consummation of the Merger, each of Albert DaCosta, Quentin Blackford, Dave Demski, Alf Grunwald, B. Kris Johnson, Stephen Oesterle, Megan Scanlon, Tom Schnettler and Krissy Wright ceased to be a member of the board of directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Governance Changes Paragon 28, Inc.: Amended and restated certificate of incorporation of surviving corporation at effective time of merger. - Change: charter amendment source text: At the Effective Time, the certificate of incorporation of the Surviving Corporation was amended and restated in the form set forth as Exhibit B to the Merger Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - Governance Changes Paragon 28, Inc.: Amended and restated bylaws of surviving corporation to be substantially identical to Merger Sub's bylaws. - Change: bylaw amendment source text: At the Effective Time, the bylaws of the Company were amended and restated to be substantially identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm - M&A Transactions Paragon 28, Inc. underwent a change of control involving Zimmer Biomet Holdings, Inc. for $13.00 in cash and one contingent value right (closed 2025-04-21). - Action: change of control - Counterparty: Zimmer Biomet Holdings, Inc. - Consideration: $13.00 in cash and one contingent value right - Closing: 2025-04-21 source text: of Gazelle Merger Sub I, Inc., a Delaware corporation (“ Merger Sub ”), a wholly owned subsidiary of Zimmer, Inc., a Delaware corporation (“ Parent ”), and a wholly owned indirect subsidiary of Zimmer Biomet Holdings, Inc. (“ Zimmer Biomet ”), with and into the Company (the “ Merger ”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent and a wholly owned indirect subsidiary of Zimmer evidence_url: https://www.sec.gov/Archives/edgar/data/1531978/000095015725000330/0000950157-25-000330-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.