Form 4: Zimmer Biomet CFO's RSU Vesting & Tax Withholding

Zimmer Biomet Holdings, Inc. CFO Suketu Upadhyay reported the vesting of 10,632 performance-based Restricted Stock Units and the subsequent withholding of shares for tax obligations.

Summary

• Suketu Upadhyay, Executive VP and CFO of Zimmer Biomet Holdings, Inc. (ZBH), reported changes in his beneficial ownership.
• On November 10, 2025, 10,632 performance-based Restricted Stock Units (RSUs) vested.
• These vested RSUs converted into 10,632 shares of the company's common stock.
• To satisfy tax withholding obligations, 4,731 shares of common stock were disposed of by the company at a price of $87.73 per share.
• Following these transactions, Upadhyay's direct beneficial ownership of common stock is 54,754 shares.

Sentiment

Score: 7

Explanation: The vesting of performance-based RSUs is a positive for the executive as it indicates achievement of performance targets and conversion of equity awards into shares. For the company, it's a neutral, routine compensation event.

Positives

• The vesting of 10,632 performance-based Restricted Stock Units (RSUs) indicates the achievement of pre-defined performance metrics by the executive.

Negatives

• 4,731 shares were withheld by the company to cover tax obligations, reducing the net shares received by the executive from the RSU vesting.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• Earned performance-based RSUs vested on November 10, 2025.

Industry Context

This is a routine insider transaction related to executive compensation, which is a standard practice across most publicly traded companies. It does not reflect broader industry trends or competitive positioning.

Related Party Transactions

• The withholding of 4,731 shares by Zimmer Biomet Holdings, Inc. to satisfy tax obligations on RSU vesting is a transaction between the company and the reporting person, which is a standard practice for equity compensation.

Stakeholder Impact

• Shareholders: Minimal impact, as this is a routine executive compensation event involving a small number of shares relative to the total outstanding shares.
• Executive (Suketu Upadhyay): Increased direct ownership of company stock (net of taxes), aligning his interests with long-term shareholder value.

Key Dates

Keywords

Zimmer Biomet, ZBH, Form 4, insider transaction, RSU, restricted stock units, executive compensation, Suketu Upadhyay, CFO, stock vesting, tax withholding