Form 4: Zimmer Biomet Director Boosts Phantom Stock Holdings

Zimmer Biomet Holdings, Inc. Director Louis Shapiro acquired 152.22 phantom stock units, increasing his total beneficial ownership to 2,500.354 units.

Summary

• Louis Shapiro, a Director of Zimmer Biomet Holdings, Inc. (ZBH), acquired 152.22 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 $90.33, representing a 1-for-1 conversion into shares of Company common stock.
• Following this transaction, Louis Shapiro beneficially owns a total of 2,500.354 phantom stock units.
• This total includes 5.625 phantom stock units accrued on October 31, 2025, through the dividend reinvestment provision of the same plan.
• The units are to be settled in shares of Company common stock within sixty days after the cessation of Louis Shapiro's service as a Director.

Sentiment

Score: 6

Explanation: The filing reports a routine, non-discretionary acquisition of phantom stock units by a director as part of a compensation plan. While not a strong positive, it reflects continued director alignment and is a standard corporate governance practice, thus slightly positive to neutral.

Positives

• The acquisition of phantom stock units by a director, even if part of a compensation plan, indicates continued alignment of management interests with shareholder value.

Future Outlook

Phantom stock units are expected to be settled in shares of Zimmer Biomet Holdings, Inc. common stock within sixty days after Louis Shapiro ceases his service as a Director.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, specifically related to director compensation. Such filings are common across publicly traded companies and reflect standard practices for compensating non-employee directors through equity-based plans to align their interests with shareholders.

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 in the healthcare and medical device industry, similar to compensation structures seen at companies like Stryker Corporation or Medtronic plc, which aim to retain talent and align long-term interests.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by Louis Shapiro, a Director, from Zimmer Biomet Holdings, Inc. constitutes a related party transaction, executed under a pre-existing deferred compensation plan.

Stakeholder Impact

• Shareholders: The transaction demonstrates continued alignment of a director's financial interests with the company's long-term performance, which can be viewed positively.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• Settlement of the phantom stock units into common stock shares within sixty days after Louis Shapiro's cessation of 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 deferred compensation plan. It does not indicate any discretionary open market purchase or sale that would significantly alter the investment outlook for Zimmer Biomet Holdings, Inc. The transaction is a standard part of director compensation and does not provide new information warranting a change in investment recommendation.

Keywords

Zimmer Biomet, ZBH, Louis Shapiro, Form 4, Insider Transaction, Phantom Stock Units, Director Compensation, Equity Acquisition, Deferred Compensation