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  4. [Form 4] ZIMMER BIOMET HOLDINGS, INC. Insider Trading Activity

Zimmer Biomet (NYSE: ZBH) director receives new RSU and phantom unit grants

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BERNARD BETSY J reported acquisition or exercise transactions in this Form 4 filing.

ZIMMER BIOMET HOLDINGS, INC. director Betsy J. Bernard received equity-based compensation rather than trading shares in the market. She was granted 1,517.274 Restricted Stock Units and 875.350 Phantom Stock Units, each representing 1-for-1 rights to common stock.

The Restricted Stock Units are immediately 100% vested but must be deferred until the later of her board departure or three years after grant. The Phantom Stock Units, accrued under the Deferred Compensation Plan for Non-Employee Directors, will be settled in common shares within sixty days after her service as a director ends. Following these awards, her reported holdings rose to 24,506 Restricted Stock Units and 21,581.562 Phantom Stock Units.

Positive

  • None.

Negative

  • None.
Insider BERNARD BETSY J
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock Units 875.35 $0.00 --
Grant/Award Restricted Stock Units 1,517.274 $0.00 --
Holdings After Transaction: Phantom Stock Units — 21,581.562 shares (Direct, null); Restricted Stock Units — 24,506 shares (Direct, null)
Footnotes (1)
  1. The phantom stock units were accrued under the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors. The Conversion or Exercise Price of Derivative Security is 1-for-1. 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. Includes 60.604 phantom stock units accrued on April 30, 2026, 57.375 phantom stock units accrued on January 30, 2026, 49.323 phantom stock units accrued on October 31, 2025 and 53.221 phantom stock units accrued on July 31, 2025, in each case under the dividend reinvestment provision of the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors. 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. Includes Restricted Stock Units granted in prior years that are subject to different mandatory deferral periods.
Restricted Stock Units granted 1,517.274 units Grant to Betsy J. Bernard on May 22, 2026
Phantom Stock Units granted 875.350 units Deferred compensation grant on May 22, 2026
RSU holdings after grant 24,506 units Total Restricted Stock Units following transaction
Phantom unit holdings after grant 21,581.562 units Total Phantom Stock Units following transaction
Conversion ratio 1-for-1 Each unit converts into one share of common stock
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"
mandatory deferral financial
"Restricted Stock Units granted in prior years that are subject to different mandatory deferral periods"
dividend reinvestment provision financial
"phantom stock units accrued ... under the dividend reinvestment provision of the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan"
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.
Form 4 Insider Transactions: What Each Field Means →
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*
BERNARD BETSY J
(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$021,581.562(4)D
Restricted Stock Units(2)05/22/2026A1,517.274 (5) (5)Common Stock1,517.274$024,506(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 60.604 phantom stock units accrued on April 30, 2026, 57.375 phantom stock units accrued on January 30, 2026, 49.323 phantom stock units accrued on October 31, 2025 and 53.221 phantom stock units accrued on July 31, 2025, in each case 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 Betsy J. Bernard (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)

Source: View Original Filing on SEC EDGAR

FAQ

What did ZBH director Betsy J. Bernard report on this Form 4?

Betsy J. Bernard reported grants of Restricted Stock Units and Phantom Stock Units as director compensation, not open-market trades. She received 1,517.274 RSUs and 875.350 Phantom Stock Units, each convertible into one share of Zimmer Biomet common stock on specified future dates.

How many Restricted Stock Units does Betsy J. Bernard now hold at ZBH?

After the latest grant, Betsy J. Bernard holds 24,506 Restricted Stock Units. These units are immediately vested but subject to mandatory deferral until the later of her termination of service as a director or three years after the grant date, per plan terms.

What are Phantom Stock Units in the ZBH director compensation plan?

Phantom Stock Units are bookkeeping units that track Zimmer Biomet stock value and convert 1-for-1 into shares. Bernard’s units were accrued under the Deferred Compensation Plan for Non-Employee Directors and will be settled in common stock within sixty days after her board service ends.

How many Phantom Stock Units does Betsy J. Bernard hold after this transaction?

Following the reported acquisition, Betsy J. Bernard holds 21,581.562 Phantom Stock Units. This total includes the new 875.350 units plus earlier grants and dividend-reinvestment accruals recorded on several dates under the company’s non-employee director deferred compensation plan.

Are the new ZBH Restricted Stock Units for Betsy J. Bernard vested immediately?

Yes, the newly granted Restricted Stock Units are 100% vested immediately. However, they are subject to mandatory deferral until the later of Bernard’s termination of service as a director or three years after the grant date, delaying when she can receive the underlying shares.