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

Rhea-AI Filing Summary

Kevin R. Thornal, Group President-Global Business at Zimmer Biomet (ZBH), was granted 29,870 restricted stock units (RSUs) on 08/01/2025. Each RSU represents a contingent right to one share of common stock and the award carries a $0 purchase price, indicating a compensation grant rather than a market purchase. The RSUs vest in three equal installments, with one-third vesting on each of August 1, 2026, August 1, 2027 and August 1, 2028. Following the reported transaction, Mr. Thornal beneficially owns 29,870 shares directly. This filing discloses a routine executive equity award intended to align the officer’s incentives with shareholder value over a multi-year period.

Positive

• 29,870 RSU grant aligns the Group President’s incentives with shareholders through multi-year vesting
• Vesting schedule (one-third on Aug 1, 2026, 2027, 2028) encourages retention and long-term performance focus

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine equity grant of 29,870 RSUs aligns management incentives; not immediately dilutive to cash flows.

The RSU award to the Group President is a stock-based compensation event that vests one-third annually over three years, tying pay to future share performance and retention. The grant price of $0 confirms this is compensation rather than an open-market purchase. For investors, the immediate impact on earnings is limited to standard compensation-expense recognition over the vesting period. Materiality depends on company size; the filing itself does not show additional purchases, sales, or option exercises that would change immediate share counts significantly.

Corporate Governance Expert

TL;DR: Standard long-term incentive award with multi-year vesting that supports retention and alignment, typical for senior executives.

The structure—RSUs with a three-year graded vesting schedule—is consistent with common governance practices to promote retention and align executive interests with shareholders. The Form 4 disclosure lists the award as direct beneficial ownership of 29,870 shares; there is no indication of accelerated vesting, special performance conditions, or immediate transfer. This appears to be a routine compensation disclosure rather than an action suggesting governance concerns or extraordinary insider activity.

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

OMB Number:			3235-0287
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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^*

Thornal Kevin R

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Grp Pres-Global Bus.

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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
Restricted Stock Units	(1)	08/01/2025		A		29,870		(2)	(2)	Common Stock	29,870	$0	29,870	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Zimmer Biomet Holdings, Inc. common stock.

2. One-third of the RSUs shall vest on each of August 1, 2026, August 1, 2027 and August 1, 2028.

	/s/ Matthew R. St. Louis, Attorney-in-Fact for Kevin Thornal (power of attorney previously filed)	08/13/2025
	** 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

Who received the award disclosed on the Form 4 for ZBH?

Kevin R. Thornal, Group President-Global Business, is the reporting person who received the RSU award.

What was granted in the ZBH Form 4 filing on 08/01/2025?

A grant of 29,870 restricted stock units (RSUs), each representing a contingent right to one share of common stock.

What is the vesting schedule for the 29,870 RSUs in the ZBH filing?

The RSUs vest one-third on Aug 1, 2026, one-third on Aug 1, 2027, and one-third on Aug 1, 2028.

Did the reporting person pay for the RSUs in the ZBH Form 4?

The RSUs show a $0 price, indicating they were granted as compensation rather than purchased on the open market.

How many shares does the reporting person beneficially own after the reported transaction?

The filing reports 29,870 shares beneficially owned directly following the transaction.