Zoetis (ZTS) director Hattersley converts RSUs and disposes 481 shares

Rhea-AI Filing Summary

Zoetis Inc. director Gavin Hattersley reported equity award activity involving restricted stock units (RSUs) and common shares. On February 19, 2026, RSUs covering 1,619.3325 units were exercised and converted into 1,619 common shares of Zoetis common stock at a stated price of $0.00 per share.

Following this conversion, Hattersley directly held 3,835 common shares, then disposed of 481 shares back to Zoetis in exchange for cash based on the closing share price of $127.28 per share, leaving 3,354 common shares held directly. The filing also shows a holding of 1,936 RSUs granted under the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan, each RSU representing a contingent right to receive one Zoetis common share upon vesting on its stated first-anniversary dates, subject to continued service and certain early vesting conditions.

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^*

Hattersley Gavin

(Last) (First) (Middle)

C/O ZOETIS INC.

10 SYLVAN WAY

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zoetis Inc. [ ZTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		M		1,619	A	(1)	3,835	D
Common Stock	02/19/2026		J(2)		481	D	$127.28	3,354	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 Unit(3)	(4)	02/19/2026		M			1,619.3325	(5)	(6)	Common Stock	1,619.3325	(1)	0	D
Restricted Stock Unit(3)	(4)							(7)	(6)	Common Stock	1,936		1,936	D

Explanation of Responses:

1. Acquisition of common stock upon vesting and settlement of restricted stock units (RSUs). Each RSU represents a right to receive one share of Zoetis Inc. common stock upon vesting of the RSU.

2. Disposition of shares to the Company in exchange for cash based on the closing share price of Zoetis Inc. common stock as of the vesting date.

3. Represents restricted stock units granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon (each an "RSU" and collectively, "RSUs").

4. Each restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock.

5. Each RSU vest and is settled in shares of Zoetis Inc. common stock on the first anniversary of the date of grant, February 19, 2025.

6. Not applicable.

7. Each RSU will vest and be settled in shares of Zoetis Inc. common stock on the first anniversary of the date of grant, February 18, 2026; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

Remarks:

	/s/ Brenda Santuccio, as Attorney-in-Fact	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What insider transactions did Zoetis (ZTS) director Gavin Hattersley report?

Gavin Hattersley reported RSU vesting and related share movements. RSUs covering 1,619.3325 units converted into 1,619 Zoetis common shares, and 481 common shares were disposed of back to the company for cash based on the $127.28 closing share price.

How many Zoetis (ZTS) shares does Gavin Hattersley hold after these transactions?

After the reported transactions, Gavin Hattersley directly holds 3,354 Zoetis common shares. He also has 1,936 restricted stock units outstanding, each representing a contingent right to receive one Zoetis common share upon vesting under the company’s equity and incentive plan.

What triggered the acquisition of Zoetis (ZTS) shares by Gavin Hattersley?

The acquisition of Zoetis shares resulted from the vesting and settlement of restricted stock units. On February 19, 2026, RSUs covering 1,619.3325 units vested, converting into 1,619 Zoetis common shares at a stated price of $0.00 per share as part of equity compensation.

Why did Gavin Hattersley dispose of 481 Zoetis (ZTS) shares?

Hattersley disposed of 481 Zoetis common shares to the company in exchange for cash. The cash amount was based on the closing share price of $127.28 on the vesting date, reflecting an in-kind settlement commonly used to cover obligations tied to equity awards.

What are the key terms of Gavin Hattersley’s Zoetis (ZTS) RSUs?

Each restricted stock unit represents a contingent right to receive one Zoetis common share. RSUs vest and are settled in shares on the first anniversary of the grant dates, such as February 19, 2025 and February 18, 2026, subject to continued service and certain early vesting events.

Under which plan were Gavin Hattersley’s Zoetis (ZTS) RSUs granted?

The restricted stock units were granted under the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan. The reported 1,936 RSUs include both original grants and automatically issued dividend equivalent units, with each unit settling in one Zoetis common share upon vesting.