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ZIMMER BIOMET HOLDINGS, INC.·4

May 27, 4:13 PM ET

BERNARD BETSY J 4

Research Summary

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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.