Zimmer Biomet director adds 304 phantom stock units in cash-settled plan

Zimmer Biomet Holdings, Inc. reported a director-level deferred compensation transaction involving phantom stock units.

Rhea-AI Filing Summary

Zimmer Biomet Holdings, Inc. reported a director-level deferred compensation transaction involving phantom stock units. On 12/31/2025, a director acquired 304.439 phantom stock units under the company’s Deferred Compensation Plan for Non-Employee Directors at a 1-for-1 ratio with common stock.

After this transaction, the director beneficially owned 31,586.952 phantom stock units in total. These units are to be settled in cash in five annual installments, beginning within sixty days after the end of the calendar year in which the director’s service on the board ends. The total includes 74.943 phantom stock units that were accrued on 10/31/2025 through the plan’s dividend reinvestment feature.

Insider Trade Summary

Grant/Award: 304.439 shares

Grant/Award 1 txn

Insider HAGEMANN ROBERT

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	304.439	$0.00	$0.00

Holdings After Transaction: Phantom Stock Units — 31,586.952 contracts (Direct)

Footnotes (4)

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 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.
4. F4. Includes 74.943 phantom stock units accrued on October 31, 2025 under the dividend reinvestment provision of the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors.

FAQ

What insider transaction did ZIMMER BIOMET HOLDINGS, INC. (ZBH) report?

A director acquired 304.439 phantom stock units on 12/31/2025 under the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors.

How many phantom stock units does the ZBH director own after this transaction?

Following the reported transaction, the director beneficially owns 31,586.952 phantom stock units linked to Zimmer Biomet common stock.

What is the conversion or exercise ratio for the ZBH phantom stock units?

The phantom stock units have a conversion or exercise price of 1-for-1, meaning each unit tracks the value of one share of Zimmer Biomet common stock.

How and when will the ZBH phantom stock units be settled?

The units are scheduled to be settled in cash in five annual installments, starting within sixty days after the end of the calendar year in which the director’s board service ceases.

What role do dividends play in the ZBH phantom stock unit balance?

The total includes 74.943 phantom stock units accrued on 10/31/2025 under the plan’s dividend reinvestment provision, which adds units based on reinvested dividends.

Is the ZBH reporting person a director or officer of the company?

The reporting person is identified as a Director of Zimmer Biomet Holdings, Inc., with the Form 4 indicating the relationship box for Director is checked.

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Accepted by SEC EDGAR 01/05/2026 - 04:04 PM Learn about SEC filing dates

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
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 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)
12/31/2025

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)	$90.33(2)	12/31/2025		A		304.439		(3)	(3)	Common Stock	304.439	$0	31,586.952(4)	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.

4. Includes 74.943 phantom stock units accrued on October 31, 2025 under the dividend reinvestment provision of the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors.

	/s/ Matthew R. St. Louis, Attorney-in-Fact for Robert A. Hagemann (power of attorney previously filed)	01/05/2026
	** 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.