Form 4: Zimmer Biomet Director Acquires Phantom Stock Units

Zimmer Biomet Holdings Director Arthur J. Higgins acquired 304.439 phantom stock units under a deferred compensation plan, increasing his total beneficial ownership to 35,967.099 units.

Summary

• Arthur J. Higgins, a Director of Zimmer Biomet Holdings, Inc., acquired 304.439 phantom stock units.
• These units were accrued under the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors.
• The conversion or exercise price of these derivative securities is 1-for-1, valued at $90.33 per unit.
• Following this transaction, Mr. Higgins beneficially owns a total of 35,967.099 phantom stock units.
• The units are to be settled in cash in ten annual installments, commencing within sixty days after Mr. Higgins ceases service as a Director.
• The total beneficial ownership includes 85.437 phantom stock units accrued on October 31, 2025, via a dividend reinvestment provision of the same plan.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 6

Explanation: The filing reports a routine acquisition of phantom stock units by a director as part of a deferred compensation plan, which is a standard practice and generally viewed as a neutral to slightly positive signal of continued director alignment with company performance.

Positives

• Director Arthur J. Higgins acquired 304.439 phantom stock units, indicating continued participation in the company's deferred compensation plan.
• The deferred compensation plan for non-employee directors aligns director interests with long-term company performance and shareholder value.

Future Outlook

Phantom stock units will be settled in cash through ten annual installments, commencing within sixty days after the reporting person's service as a Director ceases.

Management Comments

• The 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).

Industry Context

Deferred compensation plans involving phantom stock units are a common mechanism in the healthcare and medical device industry for compensating non-employee directors, aligning their long-term interests with shareholder value and promoting retention.

Comparison to Industry Standards

• The use of phantom stock units and deferred compensation plans for non-employee directors is a standard corporate governance practice across many large-cap companies, including peers in the medical technology sector such as Stryker Corporation or Medtronic plc, to retain talent and align incentives.

Corporate Governance

Stakeholder Impact

• Shareholders: Director's interests remain aligned with long-term company performance through deferred compensation, potentially fostering stable governance.
• Employees: No direct impact on employees is mentioned in this filing.

Next Steps

• Cash settlement of phantom stock units in ten annual installments commencing within sixty days after the cessation of Arthur J. Higgins' service as a Director.

Key Dates

Recommendation

This Form 4 reports a routine acquisition of phantom stock units by a director as part of a pre-existing deferred compensation plan. Such transactions are standard for director compensation and do not typically signal a material change in the company's fundamental outlook or valuation, thus warranting a 'hold' recommendation for existing investors.

Keywords

Zimmer Biomet, ZBH, Arthur J. Higgins, Form 4, SEC filing, phantom stock, deferred compensation, director compensation, insider transaction, Rule 10b5-1