Zimmer Biomet (ZBH) legal chief earns 4,692 performance-based RSUs

Rhea-AI Filing Summary

Zimmer Biomet Holdings senior vice president and chief legal officer Chad F. Phipps reported an equity award tied to past performance. He acquired 4,692 restricted stock units as of February 19, 2026, at a stated price of $0.00 per unit. These RSUs were earned under a performance-based grant covering the 2023–2025 period and are scheduled to vest on March 6, 2026. Each RSU represents the right to receive one share of Zimmer Biomet common stock.

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^*

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)	X	Other (specify below)
	Sr. VP/Chief Legal		Corporate Affairs & Secretary

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		4,692(2)		03/06/2026	03/06/2026	Common Stock	4,692(2)	$0	4,692	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 4,692 RSUs, which will vest on March 6, 2026.

	/s/ Matthew R. St. Louis, Attorney-in-Fact for Chad F. Phipps (power of attorney previously filed)	02/23/2026
	** 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).
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FAQ

What insider transaction did ZIMMER BIOMET (ZBH) report for Chad F. Phipps?

Zimmer Biomet reported that senior vice president and chief legal officer Chad F. Phipps acquired 4,692 restricted stock units. The RSUs were earned based on performance for the 2023–2025 period and are scheduled to vest on March 6, 2026.

How many restricted stock units did Chad F. Phipps receive at ZIMMER BIOMET (ZBH)?

Chad F. Phipps received 4,692 restricted stock units. These units were determined based on actual performance over a 2023–2025 measurement period and will vest on March 6, 2026, subject to the award terms described in the filing footnotes.

What do the restricted stock units granted to the ZIMMER BIOMET (ZBH) insider represent?

Each restricted stock unit granted to the insider represents a contingent right to receive one share of Zimmer Biomet common stock. This means the 4,692 RSUs correspond to 4,692 potential shares, subject to vesting on March 6, 2026, under the award conditions.

What was the performance period for Chad F. Phipps’ RSUs at ZIMMER BIOMET (ZBH)?

The performance-based restricted stock units for Chad F. Phipps used a performance period covering 2023–2025. The actual number of units earned, 4,692, was determined on February 19, 2026, based on results for that three-year performance period.

When will the performance-based RSUs for the ZIMMER BIOMET (ZBH) insider vest?

The 4,692 performance-based restricted stock units earned by the Zimmer Biomet insider will vest on March 6, 2026. Vesting converts the RSUs into shares of common stock, assuming the award’s conditions remain satisfied through the vesting date.

What role does Chad F. Phipps hold at ZIMMER BIOMET (ZBH) in this Form 4 filing?

In this Form 4, Chad F. Phipps is identified as senior vice president and chief legal officer, corporate affairs and secretary. The reported transaction reflects an equity award of 4,692 performance-based restricted stock units tied to his executive compensation.