Zimmer Biomet (ZBH) CEO details RSU vesting, share withholding for taxes

Rhea-AI Filing Summary

Zimmer Biomet Holdings Chairman, President and CEO Ivan Tornos reported equity award activity involving restricted stock units and common shares of ZBH. He exercised or converted 19,090 restricted stock units into 19,090 shares of common stock at a price of $0.0000 per share. To cover tax withholding on the RSU vesting, 10,557 common shares were withheld by the company at a price of $99.5100 per share, as described in the footnotes. Following these transactions on February 25, 2026, his directly held common stock position was 67,682 shares, and 38,179 restricted stock units remained outstanding, with one-third vesting on February 25, 2026 and the balance vesting in equal installments on February 25, 2027 and February 25, 2028.

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^*

Tornos Ivan

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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
Common Stock	02/25/2026		M		19,090	A	$0	78,239	D
Common Stock	02/25/2026		F		10,557(1)	D	$99.51	67,682	D

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	$0	02/25/2026		M			19,090	(2)	(2)	Common Stock	19,090	$0	38,179	D

Explanation of Responses:

1. Represents shares withheld by Zimmer Biomet Holdings, Inc. (the "Company") to satisfy tax withholding obligations on the vesting of restricted stock units ("RSUs").

2. One-third of the RSUs vested on February 25, 2026. The remaining RSUs vest one-half on each of February 25, 2027 and February 25, 2028.

	/s/ Matthew R. St. Louis, Attorney-in-Fact for Ivan Tornos (power of attorney previously filed)	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did ZBH CEO Ivan Tornos report on February 25, 2026?

Ivan Tornos reported exercising 19,090 restricted stock units into 19,090 Zimmer Biomet common shares. The company then withheld 10,557 shares to satisfy tax withholding obligations tied to the RSU vesting, reflecting routine equity compensation activity rather than an open-market stock sale.

How many Zimmer Biomet (ZBH) shares does Ivan Tornos hold after this Form 4?

After these transactions, Ivan Tornos directly held 67,682 shares of Zimmer Biomet common stock. In addition, he held 38,179 restricted stock units, which represent rights to receive shares in the future as they vest under the company’s equity compensation program.

Was the 10,557-share disposition by Ivan Tornos a tax withholding event?

Yes. The 10,557-share disposition was due to shares withheld by Zimmer Biomet to satisfy tax withholding obligations on vesting RSUs. This is classified as a tax-withholding disposition, not an open-market sale, and is a common feature of equity-based executive compensation.

What is the vesting schedule for Ivan Tornos’s Zimmer Biomet restricted stock units?

One-third of the restricted stock units vested on February 25, 2026. The remaining RSUs vest in two equal installments, with one-half scheduled to vest on February 25, 2027 and the final half scheduled to vest on February 25, 2028, subject to applicable conditions.

What transaction codes appear in Ivan Tornos’s latest Zimmer Biomet Form 4?

The Form 4 shows code M for the exercise or conversion of 19,090 restricted stock units into common stock, and code F for the tax-withholding disposition of 10,557 common shares. Both transactions reflect equity award mechanics rather than discretionary open-market trading activity.