Zimmer Biomet (NYSE: ZBH) VP gains RSUs, shares withheld for tax

Rhea-AI Filing Summary

Zimmer Biomet Holdings, Inc. reported that VP, Controller and Chief Accounting Officer Paul A. Stellato received new equity awards and related share movements. On February 20, 2026, he acquired 701 restricted stock units (RSUs) through an exercise or conversion and received additional RSU grants of 2,842 and 4,651 units at no cost. Each RSU represents a contingent right to one share of common stock, with one grant vesting annually over three years starting February 20, 2027, and the other vesting in full on February 20, 2028.

The 701 RSUs were converted into 701 shares of common stock, increasing his direct common stock holdings before tax withholding. To cover tax obligations on the RSU vesting, 362 common shares were withheld by the company at a price of $98.62 per share, leaving him with 4,109 common shares directly held, which includes 60 shares previously acquired under the Employee Stock Purchase Plan.

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)
02/20/2026

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
Common Stock	02/20/2026		M		701	A	$0	4,471(1)	D
Common Stock	02/20/2026		F		362(2)	D	$98.62	4,109	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	(3)	02/20/2026		M			701	02/20/2026	02/20/2026	Common Stock	701	$0	701	D
Restricted Stock Units	(3)	02/20/2026		A		2,842		(4)	(4)	Common Stock	2,842	$0	2,842	D
Restricted Stock Units	(3)	02/20/2026		A		4,651		(5)	(5)	Common Stock	4,651	$0	4,651	D

Explanation of Responses:

1. Includes 60 shares acquired under the Employee Stock Purchase Plan on December 31, 2025.

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

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

4. Vests annually over three years in increments of one-third each year, commencing February 20, 2027.

5. Vests in full on February 20, 2028.

	/s/ Matthew R. St. Louis, Attorney-in-Fact for Paul A. Stellato (power of attorney previously filed)	02/24/2026
	** 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 equity awards did ZIMMER BIOMET (ZBH) executive Paul Stellato receive?

Paul Stellato received new restricted stock unit grants totaling 2,842 and 4,651 units, plus 701 RSUs from an exercise or conversion. Each RSU equals one future share of Zimmer Biomet common stock, subject to vesting conditions and schedules.

How do the new RSU grants for ZBH’s Paul Stellato vest?

One RSU grant vests over three years, in equal one-third installments each year starting February 20, 2027. The other RSU grant vests in full on February 20, 2028, aligning the executive’s compensation with longer-term company performance.

How many Zimmer Biomet common shares does Paul Stellato hold after these transactions?

After these transactions, Paul Stellato directly holds 4,109 shares of Zimmer Biomet common stock. This amount includes 60 shares previously acquired through the Employee Stock Purchase Plan, in addition to shares received from RSU vesting.

What was the purpose of the 362 ZBH shares withheld from Paul Stellato?

Zimmer Biomet withheld 362 common shares from Paul Stellato at $98.62 per share to satisfy tax withholding obligations. This disposition covered taxes triggered by restricted stock unit vesting, rather than representing an open-market sale by the executive.

What does each restricted stock unit (RSU) represent for ZBH’s Paul Stellato?

Each restricted stock unit represents a contingent right to receive one share of Zimmer Biomet common stock. The shares are delivered only if the RSUs vest under their specified schedules and conditions, aligning compensation with future company performance and retention goals.