Zimmer Biomet (ZBH) VP Stellato converts RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Zimmer Biomet Holdings officer Paul A. Stellato reported equity compensation activity involving restricted stock units (RSUs) and common shares. On February 25, 2026, 820 RSUs were exercised and converted into 820 shares of common stock at a stated price of $0.0000 per share.

On the same date, 402 common shares were withheld at $99.5100 per share to cover tax withholding obligations related to the RSU vesting, as described in the footnotes. One-third of the RSUs vested on February 25, 2026, with the remaining RSUs scheduled to vest one-half on each of February 25, 2027 and February 25, 2028.

Following these transactions, Stellato directly held 1,638 RSUs and 4,527 shares of common stock. The disposition was for tax withholding rather than an open-market sale.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Stellato Paul A

(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)
	VP, Controller, CAO

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		820	A	$0	4,929	D
Common Stock	02/25/2026		F		402(1)	D	$99.51	4,527	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			820	(2)	(2)	Common Stock	820	$0	1,638	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 Paul A. Stellato (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did ZIMMER BIOMET (ZBH) officer Paul A. Stellato report on this Form 4?

Paul A. Stellato reported RSU vesting and related share movements. 820 restricted stock units were exercised into common stock, and some of the resulting shares were withheld to cover tax obligations tied to the vesting event.

How many Zimmer Biomet (ZBH) RSUs did Stellato convert to common stock?

Stellato converted 820 restricted stock units into 820 shares of Zimmer Biomet common stock. The transaction was recorded at a stated price of $0.0000 per share, reflecting an equity award conversion rather than a typical open-market purchase.

Why were some Zimmer Biomet (ZBH) shares disposed of in Stellato’s Form 4?

402 Zimmer Biomet common shares were withheld to satisfy tax withholding obligations from RSU vesting. This tax-withholding disposition, reported under code F, reflects payment of taxes in shares instead of cash, not an open-market sale transaction.

What is the vesting schedule for Stellato’s remaining Zimmer Biomet (ZBH) RSUs?

One-third of Stellato’s RSUs vested on February 25, 2026. According to the footnotes, the remaining RSUs will vest one-half on February 25, 2027 and the final half on February 25, 2028, subject to typical award conditions.

How many Zimmer Biomet (ZBH) shares and RSUs does Stellato hold after these transactions?

After the reported transactions, Stellato directly held 4,527 shares of Zimmer Biomet common stock and 1,638 restricted stock units. These balances reflect the RSU conversion and the shares withheld to cover tax obligations associated with the vesting.

Does Stellato’s Zimmer Biomet (ZBH) Form 4 show an open-market stock sale?

The Form 4 does not show an open-market stock sale. The only disposition reported is a tax-withholding transaction under code F, where 402 shares were delivered to cover RSU-related tax liabilities rather than sold on the open market.