Zimmer Biomet (NYSE: ZBH) EMEA group president granted 10,334 RSUs

Rhea-AI Filing Summary

Zimmer Biomet Holdings, Inc. executive Wilfred Van Zuilen, Group President EMEA, reported equity-based compensation activity. He exercised 2,451 restricted stock units (RSUs) into the same number of common shares at a stated price of $0.00 per share, increasing his directly held common stock to 24,093 shares before tax withholding. As part of this event, the company granted him an additional 10,334 RSUs, each representing a contingent right to receive one share of common stock, vesting annually over three years in one-third increments starting on February 20, 2027. To cover tax obligations on the RSU vesting, 638 common shares were withheld by the company at $98.62 per share, leaving him with 23,455 directly owned common shares, which include 169 shares acquired earlier 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^*

VAN ZUILEN WILFRED

(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)
	Group Pres, EMEA

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		2,451	A	$0	24,093(1)	D
Common Stock	02/20/2026		F		638(2)	D	$98.62	23,455	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			2,451	02/20/2026	02/20/2026	Common Stock	2,451	$0	2,450	D
Restricted Stock Units	(3)	02/20/2026		A		10,334		(4)	(4)	Common Stock	10,334	$0	10,334	D

Explanation of Responses:

1. Includes 169 shares acquired under the Employee Stock Purchase Plan on June 30, 2025 and 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.

	/s/ Matthew R. St. Louis, Attorney-in-Fact for Wilhelmus van Zuilen (power of attorney previously filed)	02/24/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did ZIMMER BIOMET (ZBH) report for Wilfred Van Zuilen?

Wilfred Van Zuilen reported an RSU exercise into 2,451 common shares, a new grant of 10,334 RSUs, and a tax-withholding disposition of 638 shares. These transactions reflect equity compensation events, not open-market buying or selling.

How many new restricted stock units were granted to the ZBH executive?

The executive received a grant of 10,334 restricted stock units (RSUs). Each RSU represents a contingent right to one share of Zimmer Biomet common stock, providing additional long-term equity-based compensation tied to future vesting conditions and continued service.

What is the vesting schedule for Wilfred Van Zuilen’s new RSUs at ZBH?

The 10,334 RSUs vest annually over three years in equal one-third installments, starting on February 20, 2027. This structure encourages longer-term alignment, as the executive must remain with the company to receive each successive tranche.

Why were 638 Zimmer Biomet shares disposed of in this Form 4?

The 638 shares were withheld by Zimmer Biomet at $98.62 per share to satisfy tax withholding obligations related to the vesting of RSUs. This is a tax-withholding disposition, not an open-market sale initiated for investment purposes.

How many Zimmer Biomet common shares does Wilfred Van Zuilen own after these transactions?

Following the RSU exercise and tax withholding, Wilfred Van Zuilen directly owns 23,455 shares of Zimmer Biomet common stock. This total includes 169 shares previously acquired under the company’s Employee Stock Purchase Plan during 2025.

What does each restricted stock unit (RSU) represent for ZBH insiders?

Each RSU represents a contingent right to receive one share of Zimmer Biomet common stock in the future. Delivery of shares depends on meeting vesting conditions, such as continued employment through specified future dates.