[Form 4] Zimmer Biomet Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Lightwave Logic, Inc. (LWLG) Form 4 filing: Director Craig Ciesla was granted 80,645 restricted stock units (RSUs) on 06/30/2025 under the company’s 2025 Equity Incentive Plan at $0.00 exercise price. The award vests in four tranches: 20,162 RSUs on 07/15/2025 and 20,161 RSUs on each of 09/30/2025, 12/31/2025 and 03/31/2026, contingent on continued service. Following the grant, Ciesla’s total beneficial ownership equals 80,645 RSUs, all held directly. No common shares were sold or disposed of, so the filing signals no insider selling pressure. While the grant is non-cash and non-dilutive until vested and settled, the shares will add modest dilution when they convert to common stock.

Positive

• Alignment of interests: Grant strengthens director-shareholder alignment by tying compensation to future share performance.
• No insider selling: Filing reflects an equity award, not a disposition, avoiding negative sell signal.

Negative

• Future dilution: Settlement of 80,645 RSUs will incrementally increase share count.
• Service contingency: RSUs are forfeitable if the director leaves before full vesting, introducing execution risk to alignment.

Insights

Equity Compensation Specialist

TL;DR – Routine RSU grant; aligns director incentives, minimal near-term dilution.

The Form 4 records a standard equity grant, not an open-market transaction. Because the RSUs vest over nine months, the director gains a rolling stake that encourages board-level alignment with shareholders through 1Q 2026. With LWLG’s basic share count above 120 million, the 80.6 k RSUs represent <1 % potential dilution, therefore immaterial to valuation models. No cash outflow occurs, and the absence of sales avoids negative signaling. Overall, the disclosure is governance-neutral and financially negligible.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HAGEMANN ROBERT

(Last) (First) (Middle)

345 E. MAIN STREET

(Street)

WARSAW IN 46580

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ZIMMER BIOMET HOLDINGS, INC. [ ZBH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Units(1)	$91.11(2)	06/30/2025		A		370.431		(3)	(3)	Common Stock	370.431	$0	30,848.064	D

Explanation of Responses:

1. The phantom stock units were accrued under the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors.

2. The Conversion or Exercise Price of Derivative Security is 1-for-1.

3. Units are to be settled in cash in five annual installments commencing within sixty days after the end of the calendar year in which the cessation of the reporting person's service as a Director occurs.

	/s/ Matthew R. St. Louis, Attorney-in-Fact for Robert A. Hagemann (power of attorney previously filed)	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many RSUs did LWLG director Craig Ciesla receive?

Ciesla was granted 80,645 restricted stock units on 06/30/2025.

What is the vesting schedule for the LWLG RSU grant?

Vesting occurs as follows: 20,162 RSUs on 07/15/2025; 20,161 RSUs on 09/30/2025; 20,161 RSUs on 12/31/2025; and 20,161 RSUs on 03/31/2026.

Did the LWLG director sell any shares in this Form 4?

No. The filing reports an equity award only; there were no sales or disposals of common stock.

Will the RSU grant cause dilution for LWLG shareholders?

When the RSUs convert to common shares, they will add approximately 0.07% dilution based on a 120 million-share base—considered immaterial.

What is the cost basis of the RSUs granted to the director?

The RSUs have an exercise price of $0.00; they convert to common shares at no cash cost when vested.