Zimmer Biomet (NYSE: ZBH) officer granted 9,818 RSUs, with shares withheld for taxes

Rhea-AI Filing Summary

ZIMMER BIOMET HOLDINGS, INC. officer Chad F. Phipps reported equity compensation and related share movements. On February 20, 2026, 2,246 restricted stock units were exercised into 2,246 shares of common stock at a price of $0.00 per share.

He was also granted 9,818 new restricted stock units, each representing a right to receive one common share, vesting annually over three years in one‑third installments starting February 20, 2027. To satisfy tax withholding on the RSU vesting, 942 common shares were disposed of at $98.62 per share through company share withholding, leaving him with 62,137 directly held common shares.

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^*

Phipps Chad F

(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)
	See remarks below.

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		2,246	A	$0	63,079(1)	D
Common Stock	02/20/2026		F		942(2)	D	$98.62	62,137	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			2,246	02/20/2026	02/20/2026	Common Stock	2,246	$0	2,246	D
Restricted Stock Units	(3)	02/20/2026		A		9,818		(4)	(4)	Common Stock	9,818	$0	9,818	D

Explanation of Responses:

1. Includes 795 shares acquired under the Employee Stock Purchase Plan and pursuant to dividend reinvestment from May 1, 2025 through February 20, 2026.

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.

Remarks:

Senior Vice President, Chief Legal, Corporate Affairs Officer and Secretary

	/s/ Matthew R. St. Louis, Attorney-in-Fact for Chad F. Phipps (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 insider transactions did Chad F. Phipps report for ZBH on February 20, 2026?

Chad F. Phipps reported exercising 2,246 restricted stock units into common shares and receiving a grant of 9,818 new restricted stock units. He also had 942 common shares withheld to cover tax obligations tied to RSU vesting, all held directly.

How many new restricted stock units did the ZBH officer receive in the latest Form 4?

The officer received 9,818 new restricted stock units. Each unit represents a contingent right to one Zimmer Biomet common share, vesting in three equal annual installments beginning February 20, 2027, subject to continued service and plan terms.

How many Zimmer Biomet common shares were used to cover taxes in this Form 4?

A total of 942 Zimmer Biomet common shares were disposed of to satisfy tax withholding obligations. The shares were withheld by the company at a price of $98.62 per share in connection with the vesting of restricted stock units.

When do Chad F. Phipps’s newly granted ZBH RSUs start vesting?

The newly granted restricted stock units start vesting on February 20, 2027. They vest annually over three years in equal one‑third installments, providing a multi‑year equity incentive that aligns the officer’s interests with long‑term company performance.

How many ZBH common shares does Chad F. Phipps hold after these transactions?

After the reported transactions, Chad F. Phipps directly holds 62,137 shares of Zimmer Biomet common stock. This figure reflects both the RSU conversion into shares and the 942 shares withheld by the company to cover tax obligations on the vesting.

What does each restricted stock unit represent in the ZBH Form 4 filing?

Each restricted stock unit represents a contingent right to receive one share of Zimmer Biomet common stock. The units convert into shares as they vest under the company’s equity plan terms, creating a structured, time‑based equity compensation package for the officer.