Zimmer Biomet (ZBH) director adds phantom stock units in deferred plan

Rhea-AI Filing Summary

Zimmer Biomet Holdings, Inc. director Michael J. Farrell reported a deferred compensation transaction involving phantom stock units as of 12/31/2025. He acquired 415.144 phantom stock units tied to Zimmer Biomet common stock under the company's Deferred Compensation Plan for Non-Employee Directors at a stated conversion rate of 1-for-1. Each unit represents the economic value of one share, but the units are to be settled in cash, in a lump sum, within sixty days after he ceases serving as a director. Following this transaction, he holds 17,775.682 phantom stock units directly, which includes 41.590 units that were previously accrued on 10/31/2025 through the plan’s dividend reinvestment feature.

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^*

Farrell Michael J.

(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		415.144		(3)	(3)	Common Stock	415.144	$0	17,775.682(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 a lump sum within sixty days after cessation of the reporting person's service as a Director.

4. Includes 41.590 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 Michael J. Farrell (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.

FAQ

What insider transaction did ZIMMER BIOMET (ZBH) report for Michael J. Farrell?

Director Michael J. Farrell reported acquiring 415.144 phantom stock units tied to Zimmer Biomet common stock on 12/31/2025 under the Deferred Compensation Plan for Non-Employee Directors.

How many Zimmer Biomet phantom stock units does Michael J. Farrell now hold?

After the reported transaction, Michael J. Farrell beneficially owns 17,775.682 phantom stock units, held directly under Zimmer Biomet’s deferred compensation program for non-employee directors.

What is the conversion rate for Michael J. Farrell’s Zimmer Biomet phantom stock units?

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

How and when will Michael J. Farrell’s Zimmer Biomet phantom stock units be settled?

The phantom stock units are to be settled in cash in a lump sum within sixty days after Michael J. Farrell’s service as a Zimmer Biomet director ends.

What role does dividend reinvestment play in Michael J. Farrell’s Zimmer Biomet phantom units?

The total includes 41.590 phantom stock units accrued on 10/31/2025 through the dividend reinvestment provision of Zimmer Biomet’s Deferred Compensation Plan for Non-Employee Directors.

Is Michael J. Farrell a director or officer of Zimmer Biomet (ZBH)?

The filing identifies Michael J. Farrell as a Director of Zimmer Biomet Holdings, Inc., with the Form 4 filed for one reporting person.