Zimmer Biomet (ZBH) HR chief earns 3,935 performance-based RSUs after 2023–2025 results

Rhea-AI Filing Summary

Zimmer Biomet Holdings senior vice president and chief human resources officer Lori Winkler reported an equity compensation award tied to past performance. She acquired 3,935 performance-based restricted stock units, each representing one share of common stock, following a determination on February 19, 2026 of results for the 2023–2025 performance period. These 3,935 RSUs will vest on March 6, 2026, subject to the award’s terms.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Winkler Lori

(Last) (First) (Middle)

345 E. MAIN STREET

(Street)

WARSAW IN 46580

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ZIMMER BIOMET HOLDINGS, INC. [ ZBH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and CHRO

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/19/2026		A		3,935(2)		03/06/2026	03/06/2026	Common Stock	3,935(2)	$0	3,935	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one share of Company common stock.

2. On March 6, 2023, the reporting person was granted performance-based RSUs, with the number of RSUs earned to be determined based on the extent to which certain performance conditions were met for a performance period of 2023 - 2025. As determined on February 19, 2026, based on actual performance, the reporting person earned 3,935 RSUs, which will vest on March 6, 2026.

	/s/ Matthew R. St. Louis, Attorney-in-Fact for Lori Winkler (power of attorney previously filed)	02/23/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Lori Winkler report at Zimmer Biomet (ZBH)?

Lori Winkler reported acquiring 3,935 performance-based restricted stock units. The RSUs were earned based on a 2023–2025 performance period and determined on February 19, 2026. Each RSU represents a contingent right to receive one share of Zimmer Biomet common stock.

How many restricted stock units did the ZBH executive receive in this Form 4?

The executive received 3,935 restricted stock units. These RSUs were awarded after performance conditions for the 2023–2025 period were evaluated, and they will vest on March 6, 2026, assuming the standard vesting terms and conditions of the underlying award are satisfied.

What are the terms of the restricted stock units reported for ZBH?

Each restricted stock unit represents a contingent right to receive one share of Zimmer Biomet common stock. The 3,935 RSUs were earned based on actual performance for 2023–2025 and are scheduled to vest on March 6, 2026, under the applicable award agreement.

How were the 3,935 RSUs for Zimmer Biomet (ZBH) performance period determined?

The 3,935 RSUs were earned based on the extent to which specified performance conditions were met during the 2023–2025 performance period. The company determined the actual performance outcome on February 19, 2026, which fixed the number of RSUs credited to the executive.

When will the reported Zimmer Biomet (ZBH) RSU award vest?

The reported 3,935 performance-based restricted stock units will vest on March 6, 2026. Vesting occurs after the company evaluated performance for the 2023–2025 period and determined the number of RSUs earned as of February 19, 2026.

Does the Zimmer Biomet Form 4 show a stock purchase or an equity award?

The Form 4 shows an equity award, not an open-market stock purchase. It reports a grant of 3,935 performance-based restricted stock units earned for the 2023–2025 performance period, each convertible into one share of Zimmer Biomet common stock upon vesting.