Upadhyay Suketu 4

What Happened

• Suketu Upadhyay, Executive Vice President and Chief Financial Officer of Zimmer Biomet Holdings (ZBH), had one-third of a grant of restricted stock units (RSUs vest) on Feb 25, 2026. 6,364 RSUs converted into shares. To satisfy tax withholding on the vesting, the company withheld 2,832 shares (treated as a disposition) with a reported value of $99.51 per share, totaling about $281,812. Net shares retained by Upadhyay from this vesting were 3,532 shares.

Key Details

• Transaction date: February 25, 2026.
• Vesting/conversion: 6,364 RSUs converted to shares (reported as derivative exercise/conversion, code M) at $0.00 per share (RSU vesting).
• Tax withholding: 2,832 shares withheld (code F) at $99.51 = $281,812.
• Net shares retained from this vesting: 6,364 − 2,832 = 3,532 shares.
• Footnotes: F1 — shares withheld to satisfy tax withholding on RSU vesting; F2 — this was one-third of the RSU grant (remaining one-half vest on 2/25/2027 and 2/25/2028).
• Shares owned after transaction: not specified in the reported Form 4.
• Filing timeliness: Form 4 was filed on Feb 27, 2026, two business days after the Feb 25 transaction (appears timely).

Context

• This was a routine RSU vesting event, not an open-market purchase or an investment-driven sale. The company withheld shares to cover tax obligations (a common "sell-to-cover" action), rather than the executive making an open-market sale. Such withholding transactions are administrative and do not necessarily indicate the insider’s view on the company’s stock.