BERNARD BETSY J 4
4 · ZIMMER BIOMET HOLDINGS, INC. · Filed May 27, 2026
Research Summary
AI-generated summary of this filing
Zimmer Biomet (ZBH) Director Betsy J. Bernard Receives Awards
What Happened
Betsy J. Bernard, a non-employee Director of Zimmer Biomet Holdings (ZBH), received two awards on May 22, 2026: 875.350 phantom stock units and 1,517.274 restricted stock units (RSUs), totaling 2,392.624 derivative units. Both grants show a $0 conversion/exercise price and are recorded as award/grant (transaction code A). The awards have no immediate cash cost to the reporting person; their value will depend on Zimmer Biomet’s common stock price when settled.
Key Details
- Transaction date: May 22, 2026; Form 4 filed May 27, 2026 (filed 5 days after the transaction; appears late relative to the usual two-business-day requirement).
- Awards and amounts: 875.350 phantom stock units; 1,517.274 Restricted Stock Units (total 2,392.624 units). Price: $0.00 (derivative awards).
- Conversion: 1-for-1 conversion/exercise ratio (each unit represents one share upon settlement).
- Settlement/deferral rules:
- Phantom stock units were accrued under the Deferred Compensation Plan for Non-Employee Directors and will be settled in shares within 60 days after the director’s service ends.
- The RSUs are immediately 100% vested but subject to mandatory deferral until the later of the director’s termination of service or three years after the grant date.
- Dividend reinvestment accrued a portion of the phantom units on several prior accrual dates (60.604 on 4/30/2026; 57.375 on 1/30/2026; 49.323 on 10/31/2025; 53.221 on 7/31/2025).
- Shares owned after transaction: not specified in the provided filing.
- Filing timeliness: appears late (May 27 filing for May 22 transaction); late reporting can trigger regulatory attention but does not itself change the economics of the awards.
Context
These awards are non-cash director compensation (deferred phantom units and RSUs), not open-market purchases or sales. Phantom units convert to company shares upon a qualifying payout event (typically termination of service) and RSUs are vested but deferred per the plan — they do not represent immediate share ownership or a sale. Such grants are routine for non-employee directors and reflect compensation policy rather than an immediate insider market view.
Insider Transaction Report
- Award
Phantom Stock Units
[F1][F2][F3][F4]2026-05-22+875.35→ 21,581.562 totalExercise: $85.68→ Common Stock (875.35 underlying) - Award
Restricted Stock Units
[F2][F5][F6]2026-05-22+1,517.274→ 24,506 total→ Common Stock (1,517.274 underlying)
Footnotes (6)
- [F1]The phantom stock units were accrued under the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors.
- [F2]The Conversion or Exercise Price of Derivative Security is 1-for-1.
- [F3]Units are to be settled in shares of Company common stock within sixty days after cessation of the reporting person's service as a Director.
- [F4]Includes 60.604 phantom stock units accrued on April 30, 2026, 57.375 phantom stock units accrued on January 30, 2026, 49.323 phantom stock units accrued on October 31, 2025 and 53.221 phantom stock units accrued on July 31, 2025, in each case under the dividend reinvestment provision of the Zimmer Biomet Holdings, Inc. Deferred Compensation Plan for Non-Employee Directors.
- [F5]The Restricted Stock Units are immediately 100% vested and will be subject to mandatory deferral until the later of (1) the reporting person's termination of service as a Director or (2) the date that is three years after the grant date.
- [F6]Includes Restricted Stock Units granted in prior years that are subject to different mandatory deferral periods.