ZIMMER BIOMET CEO awarded 24,436 performance RSUs

ZIMMER BIOMET HOLDINGS, INC.

Rhea-AI Filing Summary

ZIMMER BIOMET HOLDINGS, INC. Chairman, President and CEO Ivan Tornos reported an acquisition of 24,436 restricted stock units (RSUs) tied to prior performance-based awards. Each RSU represents a contingent right to receive one share of Zimmer Biomet common stock at no purchase price.

The RSUs relate to performance-based grants awarded in March and September 2023 for a 2023–2025 performance period. Based on actual performance determined on February 19, 2026, he earned 12,184 RSUs from the March grant and 12,252 RSUs from the September grant, which together will vest on March 6, 2026 if conditions are satisfied.

Insider Trade Summary

Grant/Award: 24,436 shares

Grant/Award 1 txn

Insider Tornos Ivan

Role Chairman, President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	24,436	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 24,436 contracts (Direct)

Footnotes (2)

1. F1. Each RSU represents a contingent right to receive one share of Company common stock.
2. F2. On March 6, 2023, and on September 1, 2023, the reporting person was granted performance-based RSUs, with the number of RSUs earned for both such grants 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 12,184 RSUs for March and 12,252 RSUs for September, totaling 24,436 RSUs, which will vest on March 6, 2026.

FAQ

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What did ZIMMER BIOMET (ZBH) CEO Ivan Tornos report in this Form 4?

Ivan Tornos reported acquiring 24,436 restricted stock units. These RSUs were earned under performance-based awards linked to 2023–2025 results and give him the right to receive an equal number of ZBH common shares at vesting.

How many ZIMMER BIOMET (ZBH) RSUs did the CEO earn from performance awards?

The CEO earned a total of 24,436 RSUs. This includes 12,184 RSUs from a March 2023 performance grant and 12,252 RSUs from a September 2023 performance grant, based on actual performance for the 2023–2025 period.

When do Ivan Tornos’s newly earned ZIMMER BIOMET (ZBH) RSUs vest?

The 24,436 earned RSUs are scheduled to vest on March 6, 2026. Vesting means the contingent awards convert into shares of ZBH common stock, assuming all applicable conditions continue to be met through that date.

What does each ZIMMER BIOMET (ZBH) restricted stock unit represent for the CEO?

Each restricted stock unit represents a contingent right to receive one share of ZIMMER BIOMET common stock. The Form 4 notes these RSUs are awarded at a price of $0.00, reflecting equity-based compensation rather than a share purchase.

Were the ZIMMER BIOMET (ZBH) RSUs in this Form 4 new grants or performance settlements?

The RSUs reflect performance settlements from earlier awards, not brand-new grants. They arise from performance-based RSUs granted in March and September 2023, with the final earned amounts determined on February 19, 2026.

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Accepted by SEC EDGAR 02/23/2026 - 05:31 PM EST Learn about SEC filing dates

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^*

Tornos Ivan

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

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		24,436(2)		03/06/2026	03/06/2026	Common Stock	24,436(2)	$0	24,436	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one share of Company common stock.

2. On March 6, 2023, and on September 1, 2023, the reporting person was granted performance-based RSUs, with the number of RSUs earned for both such grants 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 12,184 RSUs for March and 12,252 RSUs for September, totaling 24,436 RSUs, which will vest on March 6, 2026.

	/s/ Matthew R. St. Louis, Attorney-in-Fact for Ivan Tornos (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).
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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