Zimmer Biomet (NYSE: ZBH) CFO exercises RSUs and settles tax obligations in shares

Rhea-AI Filing Summary

Zimmer Biomet Holdings Exec VP & CFO Suketu Upadhyay exercised restricted stock units into 14,776 shares of common stock on March 6, 2026. To cover tax obligations on this RSU vesting, 6,576 shares were withheld by the company at $92.54 per share. After these compensation-related transactions, Upadhyay directly holds 69,485 shares of Zimmer Biomet common stock.

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)
03/06/2026

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	03/06/2026		M		10,217	A	$0	71,502	D
Common Stock	03/06/2026		F		4,547(1)	D	$92.54	66,955	D
Common Stock	03/06/2026		M		4,559	A	$0	71,514	D
Common Stock	03/06/2026		F		2,029(1)	D	$92.54	69,485	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)	03/06/2026		M			10,217	03/06/2026	03/06/2026	Common Stock	10,217	$0	0	D
Restricted Stock Units	(2)	03/06/2026		M			4,559	03/06/2026	03/06/2026	Common Stock	4,559	$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 restricted stock units ("RSUs").

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

	/s/ Matthew R. St. Louis, Attorney-in-Fact for Suketu Upadhyay (power of attorney filed previously)	03/10/2026
	** 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.
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.

FAQ

What did ZIMMER BIOMET (ZBH) CFO Suketu Upadhyay report in this Form 4?

Suketu Upadhyay reported exercising restricted stock units into common shares and using a portion of those shares to satisfy tax withholding obligations. These transactions are compensation-related rather than open-market buying or selling of Zimmer Biomet stock.

How many Zimmer Biomet shares did the ZBH CFO receive from RSU vesting?

The CFO received 14,776 shares of Zimmer Biomet common stock through the exercise of restricted stock units. Each RSU converted into one share of common stock, reflecting the vesting of previously granted equity compensation awards from the company.

How many Zimmer Biomet (ZBH) shares were withheld for taxes in this filing?

The company withheld 6,576 shares of Zimmer Biomet common stock to cover tax obligations on the RSU vesting. These tax-withholding dispositions occurred at a price of $92.54 per share and do not represent an open-market sale by the CFO.

What is Suketu Upadhyay’s direct Zimmer Biomet share ownership after these transactions?

Following the RSU exercises and tax-withholding share dispositions, Suketu Upadhyay directly owns 69,485 shares of Zimmer Biomet common stock. This figure reflects his updated direct holdings after all reported transactions on March 6, 2026.

Were the Zimmer Biomet CFO’s transactions open-market purchases or sales?

The transactions consist of RSU exercises and shares withheld for taxes, not open-market purchases or sales. Code M entries show derivative exercises, while code F entries reflect payment of tax liabilities using shares rather than cash.

What do the restricted stock units (RSUs) in the ZBH Form 4 represent?

Each RSU represents a contingent right to receive one share of Zimmer Biomet common stock. When the RSUs vested on March 6, 2026, they converted into common shares, forming part of the CFO’s equity-based compensation from the company.