Zimmer Biomet (NYSE: ZBH) VP, CAO earns 1,363 performance-based RSUs

Rhea-AI Filing Summary

ZIMMER BIOMET HOLDINGS, INC. reported that executive Paul A. Stellato, its VP, Controller and Chief Accounting Officer, acquired 1,363 restricted stock units as part of a performance-based equity award. These RSUs were earned based on performance for the 2023–2025 period and are scheduled to vest on March 6, 2026.

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

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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^*

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)
02/19/2026

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		1,363(2)		03/06/2026	03/06/2026	Common Stock	1,363(2)	$0	1,363	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 1,363 RSUs, which will vest on March 6, 2026.

	/s/ Matthew R. St. Louis, Attorney-in-Fact for Paul A. Stellato (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 report for Paul A. Stellato?

Zimmer Biomet reported that Paul A. Stellato acquired 1,363 restricted stock units. These RSUs were earned under a performance-based award tied to 2023–2025 results and will convert into common shares if they vest as scheduled on March 6, 2026.

What are the terms of the 1,363 RSUs reported for ZBH executive Paul Stellato?

The 1,363 RSUs represent a right to receive the same number of Zimmer Biomet common shares. They were earned based on performance conditions for 2023–2025, with vesting scheduled for March 6, 2026, subject to the award’s standard terms and continued eligibility.

How were the 1,363 performance-based RSUs for ZBH’s Paul Stellato determined?

The RSUs were granted in 2023 as performance-based units, with final quantities tied to 2023–2025 performance. On February 19, 2026, actual performance was evaluated and 1,363 RSUs were credited to Stellato based on how those performance goals were achieved.

When will Paul A. Stellato’s newly earned ZBH RSUs vest?

The 1,363 restricted stock units earned by Paul A. Stellato are scheduled to vest on March 6, 2026. Upon vesting, each RSU entitles him to receive one share of Zimmer Biomet common stock, assuming all award conditions continue to be satisfied.

Does each ZBH restricted stock unit equal one share of common stock?

Yes. Each restricted stock unit reported for Paul A. Stellato represents a contingent right to receive one share of Zimmer Biomet common stock. The units convert into shares only upon vesting, following the performance and service conditions outlined in the award agreement.