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Zoetis (NYSE: ZTS) CEO sells 20,000 shares under 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Zoetis Inc. Chief Executive Officer Kristin C. Peck reported exercising stock options for 20,000 shares of Zoetis common stock at an exercise price of $41.83 per share on February 17, 2026. On the same day, she completed preplanned open‑market sales totaling 20,000 shares under a Rule 10b5‑1 trading plan.

The sales were split into 9,200 shares at a weighted average price of $126.4601 (with individual trades ranging from $126.01 to $126.98) and 10,800 shares at a weighted average price of $127.5492 (with trades from $127.01 to $127.56). Following these transactions, she directly held 101,337 shares of common stock and indirectly held 833.6435 common stock equivalents through the Zoetis 401(k) savings plan as of December 31, 2025, along with substantial remaining stock options.

Positive

  • None.

Negative

  • None.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
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*
PECK KRISTIN C

(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
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026
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 02/17/2026 M(1) 20,000 A $41.83 121,337 D
Common Stock 02/17/2026 S 9,200 D $126.4601(2) 112,137 D
Common Stock 02/17/2026 S 10,800 D $127.5492(3) 101,337 D
Common Stock 833.6435(4) I 401(k)
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
Stock Option(5) (6) 02/17/2026 M 20,000 (7) (8) Common Stock 20,000 $0 249,632(6) D
Stock Option(9) $156.64 (10) (8) Common Stock 84,711 84,711 D
Stock Option(9) $196.14 (11) (8) Common Stock 62,500 62,500 D
Stock Option(9) $162.07 (12) (8) Common Stock 67,148 67,148 D
Explanation of Responses:
1. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2025, including for the sale of up to 20,000 shares of Zoetis common stock between January 2, 2026 and February 18, 2026 upon the exercise of certain vested stock options that have an expiration date of February 18, 2026.
2. The Price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $126.01 to $126.98, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. The Price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.01 to $127.56, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. Represents the common stock equivalents held in the Zoetis Inc. Savings Plan, a 401(k) plan, as of December 31, 2025.
5. Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan.
6. 32,634 options granted February 14, 2017 at an exercise price of $55.02 per option; 24,642 options granted February 13, 2018 at an exercise price of $73.24 per option; 20,661 options granted February 12, 2019 at an exercise price of $87.51 per option; 55,866 options granted February 11, 2020 at an exercise price of $144.03 per option; 61,078 options granted February 10, 2021 at an exercise price of $160.62 per option; and 54,751 options granted February 8, 2022 at an exercise price of $201.30 per option.
7. Each option vests on the third anniversary of the date of grant.
8. Each option expires on the tenth anniversary of the date of grant.
9. Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan.
10. One-third of each option will vest on the first, second and third anniversaries of the date of grant, February 19, 2025.
11. One-third of each option vests on the first, second and third anniversaries of the date of grant, February 6, 2024.
12. One-third of each option vests on the first, second and third anniversaries of the date of grant, February 8, 2023.
Remarks:
/s/ Brenda Santuccio, as Attorney-in-Fact 02/17/2026
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did Zoetis (ZTS) CEO Kristin Peck report?

Kristin Peck exercised 20,000 stock options and sold 20,000 Zoetis shares. On February 17, 2026 she converted options at $41.83 per share, then executed two open‑market sales of 9,200 and 10,800 shares at weighted average prices above $126 per share.

Were Kristin Peck’s Zoetis (ZTS) share sales under a 10b5-1 plan?

Yes, the reported Zoetis share sales were executed under a Rule 10b5‑1 plan. The plan was adopted on September 12, 2025 and provided for sales of up to 20,000 shares between January 2, 2026 and February 18, 2026 upon option exercises.

At what prices did the Zoetis (ZTS) CEO sell her shares?

The sales used weighted average prices of $126.4601 and $127.5492 per share. The 9,200‑share block traded between $126.01 and $126.98, while the 10,800‑share block traded between $127.01 and $127.56, across multiple individual transactions.

How many Zoetis (ZTS) shares does Kristin Peck own after these transactions?

After the transactions, Kristin Peck directly held 101,337 Zoetis common shares. She also had 833.6435 common stock equivalents indirectly through the Zoetis Savings Plan (401(k)) as of December 31, 2025, plus significant outstanding stock options referenced in the filing.

What stock options does the Zoetis (ZTS) CEO hold following the reported trades?

Following the exercise, 249,632 stock options remained from one grant group. She also held separate stock option positions of 84,711, 62,500, and 67,148 options, each with specified exercise prices, vesting schedules, and 10‑year expiration terms tied to their original grant dates.

What was the purpose of the exercised Zoetis (ZTS) stock options?

The options were exercised as part of a prearranged plan to sell shares. The 10b5‑1 trading plan contemplated selling up to 20,000 Zoetis common shares between January 2, 2026 and February 18, 2026, upon exercise of vested stock options expiring on February 18, 2026.
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