Zimmer Biomet (NYSE: ZBH) CFO converts RSUs; company withholds shares for taxes

Rhea-AI Filing Summary

Zimmer Biomet Holdings' Executive VP and CFO Suketu Upadhyay reported equity award activity involving restricted stock units and common shares. On February 25, 2026, he exercised 6,364 restricted stock units, converting them into 6,364 shares of common stock at a stated price of $0.0000 per share. Following this conversion, his direct holdings increased to 64,117 shares of common stock and 12,726 restricted stock units. On the same date, 2,832 common shares at $99.51 per share were withheld by the company to satisfy tax withholding obligations linked to the RSU vesting, rather than an open-market sale.

Insider Trade Summary

6,364 shares exercised/converted

Mixed 3 txns

Insider Upadhyay Suketu

Role Exec VP, CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	6,364	$0.00	--
Exercise	Common Stock	6,364	$0.00	--
Tax Withholding	Common Stock	2,832	$99.51	$282K

Holdings After Transaction: Restricted Stock Units — 12,726 shares (Direct); Common Stock — 64,117 shares (Direct)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

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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^*

Upadhyay Suketu

(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)
	Exec VP, CFO

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		6,364	A	$0	64,117	D
Common Stock	02/25/2026		F		2,832(1)	D	$99.51	61,285	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			6,364	(2)	(2)	Common Stock	6,364	$0	12,726	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 Suketu Upadhyay (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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did ZIMMER BIOMET (ZBH) CFO Suketu Upadhyay report?

Suketu Upadhyay reported an RSU conversion and related tax withholding. He exercised 6,364 restricted stock units into 6,364 common shares, and 2,832 shares were withheld by the company to cover tax obligations tied to the vesting.

Did the ZIMMER BIOMET (ZBH) CFO sell shares in the open market in this Form 4?

The Form 4 shows no open-market sale by the CFO. Instead, 2,832 common shares at $99.51 per share were withheld by the company to satisfy tax withholding obligations arising from the vesting of restricted stock units.

How many restricted stock units did the ZIMMER BIOMET (ZBH) CFO convert to common stock?

He converted 6,364 restricted stock units into 6,364 shares of common stock. This RSU exercise was recorded at a stated price of $0.0000 per share and increased his directly held common share balance reported after the transaction.

What are Suketu Upadhyay’s reported ZIMMER BIOMET (ZBH) holdings after these transactions?

After the reported transactions, he beneficially owned 64,117 shares of common stock and 12,726 restricted stock units. These figures reflect the RSU conversion and the company’s withholding of shares to cover related tax obligations on the vesting.

Why were 2,832 ZIMMER BIOMET (ZBH) shares disposed of in the Form 4?

The 2,832 shares were disposed of to satisfy tax withholding on RSU vesting. According to the footnote, the company withheld these shares, so this reflects a tax-withholding disposition, not an investor-initiated sale on the open market.

How do the ZIMMER BIOMET (ZBH) CFO’s RSUs vest over time according to this filing?

One-third of the restricted stock units vested on February 25, 2026. The remaining RSUs vest in two equal installments, with one-half vesting on February 25, 2027 and the final half vesting on February 25, 2028, as disclosed.