Zimmer Biomet (NYSE: ZBH) CFO earns 10,217 performance RSUs

Rhea-AI Filing Summary

ZIMMER BIOMET HOLDINGS, INC. executive vice president and CFO Suketu Upadhyay reported an acquisition of 10,217 restricted stock units (RSUs). Each RSU represents a contingent right to receive one share of company common stock at no purchase price.

The RSUs were originally granted as performance-based awards on March 6, 2023, with results tied to a performance period covering 2023 to 2025. Based on actual performance determined on February 19, 2026, 10,217 RSUs were earned and are scheduled to vest on March 6, 2026, if vesting conditions are satisfied.

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
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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)
02/19/2026

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		10,217(2)		03/06/2026	03/06/2026	Common Stock	10,217(2)	$0	10,217	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 10,217 RSUs, which will vest on March 6, 2026.

	/s/ Matthew R. St. Louis, Attorney-in-Fact for Suketu Upadhyay (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.
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FAQ

What insider transaction did ZBH executive Suketu Upadhyay report?

Suketu Upadhyay reported acquiring 10,217 restricted stock units through a performance-based equity award. These RSUs were earned based on results for the 2023–2025 performance period and will convert into Zimmer Biomet common shares if they vest on March 6, 2026, under the award terms.

How many restricted stock units did the Zimmer Biomet CFO earn?

The Zimmer Biomet CFO earned 10,217 restricted stock units. This share-based award was determined on February 19, 2026, after evaluating performance over the 2023–2025 period, and the earned RSUs are scheduled to vest on March 6, 2026, subject to the applicable vesting conditions.

What does each RSU in the ZBH Form 4 represent?

Each RSU reported represents a contingent right to receive one share of Zimmer Biomet common stock. The units carry no purchase price per share and will deliver actual shares only if the vesting date is reached and all applicable conditions for the award are satisfied.

What was the performance period for Suketu Upadhyay’s ZBH RSU award?

The performance-based RSU award covered a performance period from 2023 through 2025. On February 19, 2026, the company determined actual performance for this period, resulting in 10,217 RSUs being earned, which are expected to vest on March 6, 2026, under the plan’s terms.

When will the 10,217 Zimmer Biomet RSUs reported on Form 4 vest?

The 10,217 Zimmer Biomet RSUs are scheduled to vest on March 6, 2026. These units were originally granted in 2023 as performance-based awards and were earned based on actual performance for 2023–2025, as determined by the company on February 19, 2026.