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

Zimmer Biomet (ZBH) director receives phantom stock unit award as deferred pay

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

Rhea-AI Filing Summary

Farrell Michael J. reported acquisition or exercise transactions in this Form 4 filing.

ZIMMER BIOMET HOLDINGS, INC. director Michael J. Farrell reported an award of phantom stock units under the company’s Deferred Compensation Plan for Non-Employee Directors. He received 420.97 phantom stock units tied on a 1-for-1 basis to common stock, bringing his total phantom stock holdings to 18,245.033 units.

The phantom stock units are cash-settled in a lump sum within sixty days after he ceases serving as a director. His total includes 48.381 phantom stock units accrued on January 30, 2026 through the plan’s dividend reinvestment provision.

Positive

  • None.

Negative

  • None.
Insider Farrell Michael J.
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units 420.97 $0.00 --
Holdings After Transaction: Phantom Stock Units — 18,245.033 shares (Direct)
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 cash in a lump sum within sixty days after cessation of the reporting person's service as a Director. Includes 48.381 phantom stock units accrued on January 30, 2026 under the dividend reinvestment provision of the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors.
Phantom stock units granted 420.97 units Grant, award, or other acquisition on March 31, 2026
Total phantom units after transaction 18,245.033 units Holdings following the March 31, 2026 grant
Conversion ratio 1-for-1 Phantom stock units tied to Zimmer Biomet common stock
Dividend reinvestment units 48.381 units Accrued on January 30, 2026 via dividend reinvestment provision
Settlement timing Within 60 days Cash lump-sum settlement after cessation of director service
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."
dividend reinvestment provision financial
"Includes 48.381 phantom stock units accrued on January 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.
lump sum financial
"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."
A lump sum is a single, one-time payment of the full amount owed instead of spreading the same money over multiple smaller payments. For investors, receiving or paying a lump sum affects cash flow, reinvestment opportunities and tax timing—like getting a full paycheck at once rather than regular paychecks—so it changes liquidity, risk exposure and the timing of returns.
Grant, award, or other acquisition financial
"transaction_code_description": "Grant, award, or other acquisition""
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*
Farrell Michael 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)
03/31/2026		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)$89.08(2)03/31/2026A420.97 (3) (3)Common Stock420.97$018,245.033(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 48.381 phantom stock units accrued on January 30, 2026 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 Farrell (power of attorney previously filed)04/02/2026
** 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 Zimmer Biomet (ZBH) director Michael J. Farrell report in this Form 4?

He reported receiving 420.97 phantom stock units under Zimmer Biomet’s Deferred Compensation Plan for Non-Employee Directors. These units are linked 1-for-1 to common stock and increase his total phantom stock holdings to 18,245.033 units as part of his board compensation.

What are phantom stock units in the Zimmer Biomet (ZBH) director plan?

Phantom stock units are bookkeeping entries that track the value of Zimmer Biomet common stock on a 1-for-1 basis. For non-employee directors, these units are designed as deferred compensation and are ultimately settled in cash rather than actual shares of common stock.

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

The units will be settled in cash in a lump sum within sixty days after he stops serving as a director. This means he receives a cash payment based on the value of the phantom stock units rather than receiving Zimmer Biomet shares themselves.

How many Zimmer Biomet phantom stock units does Michael J. Farrell hold after this transaction?

After the award of 420.97 phantom stock units, his total phantom stock holdings are 18,245.033 units. This total reflects all units accrued under Zimmer Biomet’s Deferred Compensation Plan for Non-Employee Directors, including those added through dividend reinvestment.

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

Dividend reinvestment added 48.381 phantom stock units to his account on January 30, 2026. These additional units were accrued under the dividend reinvestment provision of Zimmer Biomet’s Deferred Compensation Plan for Non-Employee Directors, increasing his deferred compensation balance.

Does Michael J. Farrell’s Zimmer Biomet Form 4 reflect an open-market stock purchase or sale?

No, the filing reflects a grant of 420.97 phantom stock units as deferred compensation, not an open-market trade. The transaction is categorized as a grant or award acquisition and will be settled in cash rather than through buying or selling Zimmer Biomet shares.