STOCK TITAN

Zimmer Biomet (ZBH) director granted new RSUs and phantom stock awards

(Neutral)
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Form Type
4

Rhea-AI Filing Summary

HAGEMANN ROBERT reported acquisition or exercise transactions in this Form 4 filing.

Zimmer Biomet Holdings director Robert Hagemann received equity-based compensation rather than buying shares on the market. On May 22, 2026, he was granted 1,517.274 Restricted Stock Units, all immediately vested but subject to mandatory deferral until at least three years after the grant or his board service ends.

He was also credited with 875.350 Phantom Stock Units under the company’s Deferred Compensation Plan for Non-Employee Directors, bringing his phantom unit balance to 32,952.074 units. These phantom units track common stock 1-for-1 and will be settled in shares within sixty days after he ceases serving as a director. Following the RSU grant, he holds 25,927 Restricted Stock Units in total, including prior awards with different deferral periods.

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Insider HAGEMANN ROBERT
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units 875.35 $0.00 $0.00
Grant/Award Restricted Stock Units 1,517.274 $0.00 $0.00
Holdings After Transaction: Phantom Stock Units — 32,952.074 shares (Direct); Restricted Stock Units — 25,927 shares (Direct)
Footnotes (6)
  1. F1. The phantom stock units were accrued under the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors.
  2. F2. The Conversion or Exercise Price of Derivative Security is 1-for-1.
  3. F3. Units are to be settled in shares of Company common stock within sixty days after cessation of the reporting person's service as a Director.
  4. F4. Includes 93.883 phantom stock units accrued on April 30, 2026 under the dividend reinvestment provision of the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors.
  5. F5. The Restricted Stock Units are immediately 100% vested and will be subject to mandatory deferral until the later of (1) the reporting person's termination of service as a Director or (2) the date that is three years after the grant date.
  6. F6. Includes Restricted Stock Units granted in prior years that are subject to different mandatory deferral periods.
New RSU grant 1,517.274 units Restricted Stock Units granted on May 22, 2026
RSU holdings after grant 25,927 units Total Restricted Stock Units following the transaction
New phantom unit grant 875.350 units Phantom Stock Units accrued on May 22, 2026
Phantom unit holdings after grant 32,952.074 units Total Phantom Stock Units following the transaction
Dividend reinvestment phantom units 93.883 units Accrued on April 30, 2026 under dividend reinvestment provision
Conversion ratio 1-for-1 Each phantom unit or RSU corresponds to one share of common stock
Settlement timing for phantom units 60 days Shares delivered within sixty days after director service ends
Mandatory RSU deferral period 3 years Deferral until later of termination or three years after grant
Restricted Stock Units financial
"The Restricted Stock Units are immediately 100% vested and will be subject to mandatory deferral"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Phantom Stock Units financial
"The phantom stock units were accrued under the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan"
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
Deferred Compensation Plan for Non-Employee Directors financial
"accrued under the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors"
dividend reinvestment provision financial
"Includes 93.883 phantom stock units accrued ... under the dividend reinvestment provision"
A dividend reinvestment provision is a company policy that lets shareholders automatically use their cash dividends to buy more shares instead of receiving money. Think of it like a subscription that turns each payday into buying an extra slice of the same pie; it helps investors compound their holdings over time, often with lower transaction costs and sometimes at a small discount, which can boost long‑term returns and subtly change ownership percentages.
mandatory deferral financial
"Restricted Stock Units are immediately 100% vested and will be subject to mandatory deferral"

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FAQ

What insider transactions did ZIMMER BIOMET (ZBH) director Robert Hagemann report?

Director Robert Hagemann reported receiving equity-based compensation grants, not open-market trades. He was awarded 1,517.274 Restricted Stock Units and 875.350 Phantom Stock Units, both tied to Zimmer Biomet common stock and subject to company-specific deferral and settlement rules for non-employee directors.

How many Restricted Stock Units does Robert Hagemann now hold at ZBH?

After the latest grant, Robert Hagemann holds 25,927 Restricted Stock Units. The award of 1,517.274 new units is immediately vested but mandatorily deferred, and the total includes earlier RSU grants that carry different deferral periods based on prior award terms.

What are Phantom Stock Units in the Zimmer Biomet (ZBH) director plan?

Phantom Stock Units are bookkeeping units credited under Zimmer Biomet’s Deferred Compensation Plan for Non-Employee Directors. Each unit tracks one share of common stock. They are ultimately settled in company shares, rather than cash, following specific timing rules after a director’s service ends.

When will Robert Hagemann’s Phantom Stock Units at ZBH be settled into shares?

The Phantom Stock Units will be settled in Zimmer Biomet common stock within sixty days after Robert Hagemann’s service as a director ceases. Until then, the units remain as notional share equivalents under the company’s deferred compensation plan for non-employee directors.

Are the new Zimmer Biomet (ZBH) Restricted Stock Units for Robert Hagemann vested?

Yes. The newly granted 1,517.274 Restricted Stock Units are immediately 100% vested. However, they are subject to mandatory deferral until the later of his termination of service as a director or the date three years after the grant date, delaying actual share delivery.

How many Phantom Stock Units does Robert Hagemann hold after the latest ZBH grant?

Following the latest accrual, Robert Hagemann holds 32,952.074 Phantom Stock Units. This total includes the 875.350 units granted on May 22, 2026 and 93.883 units credited earlier under the plan’s dividend reinvestment provision in April 2026.
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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 INDIANA 46580

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
ZIMMER BIOMET HOLDINGS, INC. [ ZBH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units(1)$85.68(2)05/22/2026A875.35 (3) (3)Common Stock875.35$032,952.074(4)D
Restricted Stock Units(2)05/22/2026A1,517.274 (5) (5)Common Stock1,517.274$025,927(6)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 shares of Company common stock within sixty days after cessation of the reporting person's service as a Director.
4. Includes 93.883 phantom stock units accrued on April 30, 2026 under the dividend reinvestment provision of the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors.
5. The Restricted Stock Units are immediately 100% vested and will be subject to mandatory deferral until the later of (1) the reporting person's termination of service as a Director or (2) the date that is three years after the grant date.
6. Includes Restricted Stock Units granted in prior years that are subject to different mandatory deferral periods.
/s/ Matthew R. St. Louis, Attorney-in-Fact for Robert Hagemann (power of attorney previously filed)05/27/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)