ZBH CFO: 10,632 RSUs vested; 4,731 shares withheld for taxes

Zimmer Biomet Holdings (ZBH) reported an insider equity transaction by its Exec VP & CFO, Suketu Upadhyay.

Rhea-AI Filing Summary

Zimmer Biomet Holdings (ZBH) reported an insider equity transaction by its Exec VP & CFO, Suketu Upadhyay. On November 10, 2025, 10,632 performance-based RSUs vested and were converted into common stock at $0 per share. To cover taxes, 4,731 shares were withheld at a price of $87.73 per share.

Following these transactions, the executive’s directly held common stock totaled 54,754 shares. The filing notes these RSUs each represented the right to receive one share of common stock, and the earned performance-based RSUs vested on November 10, 2025.

Insider Trade Summary

10,632 shares exercised/converted

Exercise 3 txns

Insider Upadhyay Suketu

Role Exec VP, CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	10,632	$0.00	$0.00
Exercise	Common Stock	10,632	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	4,731	$87.73	$415K

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 54,754 shares (Direct)

Footnotes (3)

1. F1. Represents shares withheld by Zimmer Biomet Holdings, Inc. (the "Company") to satisfy tax withholding obligations on the vesting of the restricted stock units ("RSUs").
2. F2. Each RSU represents a contingent right to receive one share of the Company's common stock.
3. F3. Earned performance-based RSUs vested on November 10, 2025.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ZBH's CFO report on Form 4?

The CFO reported vesting of 10,632 performance-based RSUs and tax withholding of 4,731 shares on November 10, 2025.

How many RSUs vested for ZBH CFO and what does each represent?

10,632 RSUs vested; each RSU represents the right to receive one share of common stock.

How many ZBH shares were withheld for taxes and at what price?

4,731 shares were withheld at $87.73 per share to satisfy tax obligations.

What is the ZBH CFO’s direct share ownership after the transactions?

Direct ownership is 54,754 shares after the reported transactions.

What was the acquisition price for the RSU-converted shares?

The RSU-converted shares were acquired at $0 per share.

When did the performance-based RSUs vest?

They vested on November 10, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/12/2025 - 04:07 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^*

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)
11/10/2025

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	11/10/2025		M		10,632	A	$0	59,485	D
Common Stock	11/10/2025		F		4,731(1)	D	$87.73	54,754	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	(2)	11/10/2025		M			10,632	(3)	(3)	Common Stock	10,632	$0	0	D

Explanation of Responses:

1. Represents shares withheld by Zimmer Biomet Holdings, Inc. (the "Company") to satisfy tax withholding obligations on the vesting of the restricted stock units ("RSUs").

2. Each RSU represents a contingent right to receive one share of the Company's common stock.

3. Earned performance-based RSUs vested on November 10, 2025.

	/s/ Matthew R. St. Louis, Attorney-in-Fact for Suketu Upadhyay (power of attorney previously filed)	11/12/2025
	** 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.