Form 4: Director Acquires ZBH Phantom Stock Units

Zimmer Biomet Holdings Director Maria Teresa Hilado acquired 373.63 phantom stock units under a deferred compensation plan.

Summary

• Maria Teresa Hilado, a Director of Zimmer Biomet Holdings, Inc. (ZBH), acquired 373.63 phantom stock units on December 31, 2025.
• These units were accrued under the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors.
• The phantom stock units have a conversion or exercise price of 1-for-1 to common stock, with an implied value of $90.33 per unit.
• The acquisition itself had a price of $0, typical for compensation-related grants.
• Following this transaction, Ms. Hilado beneficially owns a total of 11,275.465 phantom stock units.
• This total includes 26.117 phantom stock units accrued on October 31, 2025, through a dividend reinvestment provision of the same plan.
• The units are scheduled to be settled in cash in ten annual installments, commencing within sixty days after the end of the calendar year in which Ms. Hilado's service as a Director ceases.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock units by a director is generally a positive signal, indicating continued alignment of interests with the company's long-term performance, though it's a routine compensation event rather than a discretionary open-market purchase.

Positives

• Director Maria Teresa Hilado increased her beneficial ownership in the company through the acquisition of 373.63 phantom stock units, aligning her interests with long-term shareholder value.
• The acquisition is part of a deferred compensation plan, which is a standard practice for retaining and incentivizing non-employee directors.

Future Outlook

Phantom stock units are designed to be settled in cash over ten annual installments following the cessation of the director's service, indicating a long-term incentive structure tied to the company's future performance.

Industry Context

This transaction is a routine insider filing, common for directors participating in deferred compensation plans, and reflects standard corporate governance practices for aligning executive and director interests with shareholder value in the medical technology industry.

Comparison to Industry Standards

• The use of phantom stock units as part of a deferred compensation plan for non-employee directors is a common practice across various industries, including medical technology, to incentivize long-term commitment and align interests with shareholders.
• Companies like Medtronic (MDT) and Stryker (SYK) also utilize similar equity-based compensation structures for their non-executive directors, demonstrating this as an industry-standard approach to director compensation.

Corporate Governance

Stakeholder Impact

• Shareholders: The transaction indicates continued alignment of a director's long-term financial interests with shareholder value, which is generally positive for governance.
• Employees: No direct impact on employees is mentioned in this filing.

Next Steps

• Settlement of phantom stock units in cash over ten annual installments commencing within sixty days after the end of the calendar year in which Maria Teresa Hilado's service as a Director ceases.

Key Dates

Recommendation

This Form 4 filing reports a routine acquisition of phantom stock units by a director as part of a deferred compensation plan. While it indicates continued alignment of interests, it does not provide new fundamental information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. It's an expected event within standard corporate governance.

Keywords

Zimmer Biomet Holdings, ZBH, Maria Teresa Hilado, Director, Phantom Stock Units, Deferred Compensation, Insider Transaction, SEC Form 4