Form 4: Zimmer Biomet Director Acquires Phantom Stock Units

Zimmer Biomet Holdings, Inc. Director Robert Hagemann acquired 304.439 phantom stock units under a deferred compensation plan.

Summary

• Robert Hagemann, a Director of Zimmer Biomet Holdings, Inc. (ZBH), acquired 304.439 phantom stock units.
• The transaction occurred on December 31, 2025, and was reported via a Form 4 filing.
• 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 $90.33 and convert on a 1-for-1 basis to common stock.
• Following this acquisition, Hagemann beneficially owns a total of 31,586.952 phantom stock units.
• This total includes 74.943 phantom stock units that were accrued on October 31, 2025, through the dividend reinvestment provision of the same deferred compensation plan.
• The units are scheduled to be settled in cash in five annual installments, commencing within sixty days after the end of the calendar year in which Hagemann's service as a Director ceases.

Sentiment

Score: 6

Explanation: The filing reports a routine acquisition of phantom stock units by a director as part of a deferred compensation plan. While not indicative of operational performance, an increase in beneficial ownership by an insider is generally viewed as a modest positive for investor confidence, signaling continued alignment with shareholder interests.

Positives

• Director Robert Hagemann increased his beneficial ownership of phantom stock units, which aligns his interests with long-term shareholder value.

Future Outlook

Phantom stock units are scheduled to be settled in cash through five annual installments, commencing within sixty days after the end of the calendar year in which the reporting person's service as a Director ceases.

Industry Context

The acquisition of phantom stock units by a non-employee director is a standard practice in corporate compensation, aligning director interests with long-term shareholder value, common across the medical device and healthcare industry.

Comparison to Industry Standards

• The use of phantom stock units as a component of non-employee director compensation is a common practice among publicly traded companies, including peers in the medical technology sector such as Stryker Corporation (SYK) or Medtronic plc (MDT), to incentivize long-term commitment and align interests with shareholders.
• The 1-for-1 conversion to common stock and cash settlement upon cessation of service are typical features of such deferred compensation plans.

Related Party Transactions

• The acquisition of phantom stock units by Director Robert Hagemann under the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors constitutes a related party transaction as part of his compensation.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with long-term shareholder value.

Next Steps

• Settlement of phantom stock units in cash in five annual installments commencing within sixty days after the end of the calendar year in which Robert Hagemann's service as a Director ceases.

Key Dates

Keywords

ZBH, Zimmer Biomet, Robert Hagemann, Form 4, insider transaction, phantom stock units, director compensation, deferred compensation