Upadhyay Suketu 4

What Happened
Suketu Upadhyay, Executive Vice President and CFO of Zimmer Biomet (ZBH), was awarded 10,217 performance-based restricted stock units (RSUs) on Feb 19, 2026. The Form 4 lists this as a derivative acquisition (code A) at $0.00 per RSU (total $0). These RSUs were originally granted on March 6, 2023 for the 2023–2025 performance period; based on actual performance the reporting person earned 10,217 RSUs, which are scheduled to vest on March 6, 2026. Each RSU represents a contingent right to one share of common stock.

Key Details

• Transaction date: Feb 19, 2026; Transaction code: A (award/grant); Price: $0.00 per RSU (derivative award).
• Number of RSUs awarded/earned: 10,217. Estimated cash value at grant not reported on Form 4.
• Vesting date: March 6, 2026 (per footnote).
• Shares owned after transaction: Not disclosed in the provided Form 4 data.
• Footnotes: F1 — each RSU equals one contingent share; F2 — these were performance-based RSUs granted Mar 6, 2023 for the 2023–2025 period and were earned based on performance determination on Feb 19, 2026.
• Filing timeliness: Report filed Feb 23, 2026 for a Feb 19, 2026 transaction (filed on the SEC two-business-day deadline), so not late.

Context
RSU awards are not open-market purchases or sales and do not involve immediate cash outlay; they represent a promise to deliver shares if vesting conditions are met. Performance-based RSUs reflect achievement of specified goals over a period (here, 2023–2025). Such awards are routine components of executive compensation and do not by themselves indicate the insider is buying or selling stock.