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Zimmer Biomet (NYSE: ZBH) director awarded RSU and phantom stock units

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

Rhea-AI Filing Summary

Zimmer Biomet director Maria Teresa Hilado received new equity awards as part of her board compensation. On May 22, 2026, she was granted 1,517.274 Restricted Stock Units tied to common stock, bringing her total Restricted Stock Units holdings to 9,098. These units are immediately 100% vested but are subject to mandatory deferral until the later of her termination of service as a director or three years after the grant date.

She was also granted 875.350 Phantom Stock Units under the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors, increasing her phantom stock balance to 12,594.369 units. The phantom units convert 1-for-1 into company common stock and are to be settled in shares within sixty days after she ceases serving as a director. The phantom balance includes 34.300 units accrued on April 30, 2026 through a dividend reinvestment provision, and some Restricted Stock Units granted in prior years remain subject to different mandatory deferral periods.

Positive

  • None.

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  • None.
Insider Hilado Maria Teresa
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 — 12,594.369 shares (Direct, null); Restricted Stock Units — 9,098 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 34.300 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. 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 of 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 Maria Teresa Hilado on May 22, 2026
RSUs held after transaction 9,098 units Restricted Stock Units position after May 22, 2026 grant
Phantom Stock Units granted 875.350 units Deferred compensation grant on May 22, 2026
Phantom units held after transaction 12,594.369 units Total phantom stock units after grant
Dividend reinvestment phantom units 34.300 units Accrued on April 30, 2026 under dividend reinvestment
Conversion ratio 1-for-1 Phantom Stock Units to common stock conversion
Phantom Stock Units financial
"The phantom stock units were accrued under the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors."
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
"The phantom stock units were accrued under the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors."
Restricted Stock Units financial
"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 of a Director or (2) the date that is three years after the grant date."
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.
mandatory deferral financial
"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 of a Director or (2) the date that is three years after the grant date."
dividend reinvestment provision financial
"Includes 34.300 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."
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.
1-for-1 financial
"The Conversion or Exercise Price of Derivative Security is 1-for-1."
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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*
Hilado Maria Teresa

(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$012,594.369(4)D
Restricted Stock Units(2)05/22/2026A1,517.274 (5) (5)Common Stock1,517.274$09,098(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 34.300 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 of 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 Maria Teresa Hilado (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)

FAQ

What equity awards did ZBH director Maria Teresa Hilado receive in this Form 4?

Maria Teresa Hilado received 1,517.274 Restricted Stock Units and 875.350 Phantom Stock Units. Both awards are tied to Zimmer Biomet common stock and reflect routine non-employee director compensation rather than open-market stock purchases or sales.

How many Zimmer Biomet Restricted Stock Units does Maria Teresa Hilado hold after this grant?

After the May 22, 2026 grant, Maria Teresa Hilado holds 9,098 Restricted Stock Units. These units are fully vested but must be deferred until the later of her board service ending or three years after the grant date, consistent with plan rules.

What are Phantom Stock Units for ZBH and how are Hilado’s units settled?

Hilado’s Phantom Stock Units are deferred compensation units under the non-employee directors’ plan, converting 1-for-1 into common stock. They are scheduled to be settled in Zimmer Biomet shares within sixty days after she ceases serving as a director on the board.

How many Zimmer Biomet Phantom Stock Units does Hilado own after these transactions?

Following the May 22, 2026 award, Maria Teresa Hilado holds 12,594.369 Phantom Stock Units. This total includes 34.300 phantom units accrued on April 30, 2026 through a dividend reinvestment feature in the Zimmer Biomet deferred compensation plan.

Are Hilado’s new Zimmer Biomet Restricted Stock Units immediately vested or subject to vesting conditions?

The newly granted Restricted Stock Units are immediately 100% vested. However, they are subject to mandatory deferral until the later of her termination of service as a director or three years after the grant date, in line with the company’s deferral requirements.

When will Hilado’s Zimmer Biomet Phantom Stock Units be converted into common shares?

Her Phantom Stock Units are scheduled to be settled in Zimmer Biomet common stock within sixty days after she stops serving as a director. The conversion follows a 1-for-1 ratio between phantom units and company common shares under the deferred compensation plan.