Zoetis (ZTS) director logs RSU conversion and 406-share cash disposition

Rhea-AI Filing Summary

Zoetis Inc. director Antoinette Renee Leatherberry reported equity award activity involving restricted stock units (RSUs) and common stock. On February 19, 2026, she exercised or converted RSUs into 1,619 shares of Zoetis common stock, with each RSU delivering one share upon vesting.

The filing shows 406 shares of common stock were disposed of to Zoetis Inc. in exchange for cash based on the closing share price of $127.28 as of the vesting date. After these transactions, she directly owned 5,280 shares of Zoetis common stock and held 1,936 RSUs that represent contingent rights to receive additional shares, subject to 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^*

Leatherberry Antoinette Renee

(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)	5,686	D
Common Stock	02/19/2026		J(2)		406	D	$127.28	5,280	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 vests 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did Zoetis (ZTS) director Antoinette Leatherberry report?

Director Antoinette Leatherberry reported RSU vesting and related common stock transactions. She converted restricted stock units into 1,619 Zoetis common shares and recorded a disposition of 406 shares back to Zoetis in exchange for cash based on the closing share price.

How many Zoetis (ZTS) shares does Antoinette Leatherberry own after this Form 4?

After these transactions, Antoinette Leatherberry directly owns 5,280 shares of Zoetis common stock. She also holds 1,936 restricted stock units (RSUs), each representing a contingent right to receive one Zoetis share upon satisfying vesting conditions described in the equity plan.

What was the price used for the 406 Zoetis (ZTS) shares disposed of in this filing?

The filing states 406 Zoetis common shares were disposed to the company in exchange for cash at $127.28 per share, based on the closing Zoetis common stock price as of the RSU vesting date referenced in the footnotes.

What do the Zoetis (ZTS) restricted stock units (RSUs) reported by Leatherberry represent?

Each RSU reported represents a contingent right to receive one Zoetis common share. The RSUs were granted under the Zoetis Amended and Restated 2013 Equity and Incentive Plan and include dividend equivalent units, vesting and settling in shares on specified anniversary dates if service conditions are met.

Were the Zoetis (ZTS) transactions in this Form 4 open-market purchases or option exercises?

The Form 4 describes exercise or conversion of derivative securities, not open-market buying. RSUs vested and settled into Zoetis common stock, with a portion of shares disposed to Zoetis for cash based on the closing share price on the vesting date.