HAGEMANN ROBERT 4

What Happened

• Robert Hagemann, a director of Zimmer Biomet Holdings, Inc. (ZBH), was granted two awards on 2026-05-22 totaling 2,392.624 derivative units: 875.350 phantom stock units and 1,517.274 restricted stock units (RSUs). The reported acquisition price for both grants was $0.00 (award).
• The derivative awards convert on a 1-for-1 basis into common shares. The RSUs are immediately 100% vested but are subject to mandatory deferral; the phantom units were accrued under the company’s Deferred Compensation Plan for Non-Employee Directors.

Key Details

• Transaction date: 2026-05-22; Filing date: 2026-05-27 (appears to be filed after the typical 2-business-day Form 4 window).
• Award amounts and price: 875.35 phantom units @ $0.00; 1,517.274 RSUs @ $0.00; total = 2,392.624 units.
• Conversion: 1-for-1 conversion to common stock (per filing).
• Settlement/timing: Phantom units and RSUs are to be settled in shares only after specified deferral/termination rules — phantom units settle within 60 days after cessation of director service; RSUs are vested but will be mandatorily deferred until the later of (a) termination of service or (b) three years after grant.
• Dividend accrual: Phantom units include 93.883 units credited on April 30, 2026 under the plan’s dividend reinvestment provision.
• Shares owned after the transaction: Not specified in the filing.
• Filing timeliness: The Form 4 was filed five days after the transaction date and appears late relative to the standard two-business-day reporting requirement.

Context

• These awards are director compensation (deferred/phantom stock and RSUs) rather than an open-market purchase or sale. Such grants are routine for non-employee directors and reflect compensation mechanics (vesting and deferral), not an immediate cash outlay or sale signal.
• Because the RSUs are vested but subject to mandatory deferral and the phantom units convert 1-for-1 only upon settlement, these grants do not result in immediate share sales or purchases.