Zimmer Biomet (NYSE: ZBH) CEO gets RSUs, withholds stock for taxes

Rhea-AI Filing Summary

Zimmer Biomet Holdings, Inc. Chairman, President and CEO Ivan Tornos reported equity award and related share movements. He acquired 15,996 shares of common stock through the exercise of restricted stock units and received a new grant of 65,103 restricted stock units, each representing one future share of common stock.

To cover tax withholding on the RSU vesting, 8,846 common shares were withheld by the company at a price of $98.62 per share, a tax-withholding disposition rather than an open-market sale. After these transactions, Tornos directly owned 59,149 shares of common stock, which include 246 shares acquired under the Employee Stock Purchase Plan, and 65,103 restricted stock units that vest in three equal annual installments starting February 20, 2027.

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^*

Tornos Ivan

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

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		15,996	A	$0	67,995(1)	D
Common Stock	02/20/2026		F		8,846(2)	D	$98.62	59,149	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			15,996	02/20/2026	02/20/2026	Common Stock	15,996	$0	15,995	D
Restricted Stock Units	(3)	02/20/2026		A		65,103		(4)	(4)	Common Stock	65,103	$0	65,103	D

Explanation of Responses:

1. Includes 246 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 Ivan Tornos (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 did Zimmer Biomet (ZBH) CEO Ivan Tornos report in this Form 4?

Ivan Tornos reported RSU exercises, a new RSU grant, and tax-related share withholding. He converted 15,996 restricted stock units into common stock, received 65,103 new RSUs, and had 8,846 shares withheld to satisfy tax obligations tied to vesting.

How many restricted stock units did the Zimmer Biomet (ZBH) CEO receive?

Ivan Tornos received a grant of 65,103 restricted stock units. Each RSU represents a contingent right to receive one share of Zimmer Biomet common stock, vesting in three equal annual installments beginning February 20, 2027, subject to continued service and plan terms.

How many Zimmer Biomet (ZBH) shares were used to cover CEO tax withholding?

Zimmer Biomet withheld 8,846 common shares from Ivan Tornos to cover tax obligations on RSU vesting at $98.62 per share. This tax-withholding disposition is not an open-market sale; shares are retained by the company to satisfy required taxes.

What is Ivan Tornos’ Zimmer Biomet (ZBH) stock ownership after these transactions?

After the reported transactions, Ivan Tornos directly owned 59,149 shares of Zimmer Biomet common stock and 65,103 restricted stock units. His common stock holdings include 246 shares acquired through the company’s Employee Stock Purchase Plan during 2025.

When will the new Zimmer Biomet (ZBH) RSU grant to the CEO vest?

The 65,103 restricted stock units granted to Ivan Tornos vest annually over three years. Vesting occurs in one-third increments each year, starting on February 20, 2027, assuming vesting conditions and continued employment are satisfied under the equity plan.

What type of transactions are coded M, A, and F in this Zimmer Biomet (ZBH) Form 4?

Code M reflects the exercise or conversion of derivative securities, here RSUs converting into common stock. Code A indicates a grant or award acquisition of RSUs. Code F represents shares withheld by the company to pay tax liabilities related to equity vesting.