Zimmer Biomet (ZBH) executive logs RSU vesting and tax-share withholding

Rhea-AI Filing Summary

Zimmer Biomet Holdings, Inc. executive Chad F. Phipps reported routine equity compensation activity. On February 25, 2026, 2,626 restricted stock units were converted into an equal number of common shares at no cash exercise price as part of a scheduled vesting.

To cover tax withholding on the RSU vesting, 1,057 common shares were withheld by the company at a price of 99.51 per share, as noted in the footnotes. After these transactions, Phipps directly owned 63,706 shares of common stock and 5,249 restricted stock units.

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^*

Phipps Chad F

(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)
	See remarks below.

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		2,626	A	$0	64,763	D
Common Stock	02/25/2026		F		1,057(1)	D	$99.51	63,706	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			2,626	(2)	(2)	Common Stock	2,626	$0	5,249	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.

Remarks:

Senior Vice President, Chief Legal, Corporate Affairs and Secretary

	/s/ Matthew R. St. Louis, Attorney-in-Fact for Chad F. Phipps (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 Chad F. Phipps report for ZBH?

Chad F. Phipps reported the vesting and conversion of 2,626 restricted stock units into common stock, plus a tax-withholding share disposition. These are routine equity compensation events tied to his RSU award schedule rather than open-market buying or selling.

How many Zimmer Biomet (ZBH) shares were withheld for taxes?

The company withheld 1,057 common shares to satisfy tax obligations on the RSU vesting. The withholding price was 99.51 per share, according to the filing footnotes, and did not involve an open-market sale by the executive.

Did Chad F. Phipps buy or sell ZBH shares on the open market?

The transactions were not open-market trades. Shares were acquired through RSU conversion and a portion was disposed of solely to cover tax withholding. The filing does not show discretionary buying or selling on an exchange by Chad F. Phipps.

What is Chad F. Phipps’ ZBH common stock holding after these transactions?

After the reported transactions, Chad F. Phipps directly owned 63,706 shares of common stock. He also held 5,249 restricted stock units, reflecting remaining unvested equity that is scheduled to vest on future dates under the RSU award terms.

How do the remaining ZBH restricted stock units vest for Chad F. Phipps?

One-third of the RSUs vested on February 25, 2026. The footnotes state the remaining RSUs vest one-half on each of February 25, 2027 and February 25, 2028, creating a multi-year vesting schedule for the executive’s equity award.