Zoetis (ZTS) director Sanjay Khosla acquires additional deferred stock units

Rhea-AI Filing Summary

Zoetis Inc. director Sanjay Khosla reported equity award activity involving restricted and deferred stock units. On February 19, 2026, 1,619.3325 restricted stock units were exercised and converted into an equal number of deferred stock units at no cash cost.

These deferred stock units are fully vested, accrue dividend equivalents, and each unit corresponds to one share of Zoetis common stock. Following the grant, Khosla directly held 11,620.8453 deferred stock units and 1,936 restricted stock units. Deferred units will be paid in Zoetis shares after his board service ends or upon specified change-in-control or termination events.

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).

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^*

Sanjay Khosla

(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

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(1)	(2)	02/19/2026		M			1,619.3325	(3)	(4)	Common Stock	1,619.3325	(5)	0	D
Deferred Stock Unit(6)	(7)	02/19/2026		A		1,619.3325		(5)	(4)	Common Stock	1,619.3325	(5)	11,620.8453(8)	D
Deferred Stock Unit(9)	(7)							(10)	(4)	Common Stock	10,142.8688		10,142.8688	D
Restricted Stock Unit(1)	(2)							(11)	(4)	Common Stock	1,936		1,936	D

Explanation of Responses:

1. 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").

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

3. 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.

4. Not applicable.

5. Upon the vesting of the reporting person's restricted stock units on February 19, 2026, the reporting person received 1,619.3325 deferred stock units ("DSUs") pursuant to a voluntary deferral under the Zoetis Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan. The DSUs are fully vested, accrue dividend equivalent units, and will be paid in a single lump payment within 30 business days following the earlier to occur of (i) a Termination Event, and (ii) a Change in Control that constitutes a "change in ownership or control" for purposes of Section 409A in accordance with the terms of the Plan.

6. Represents deferred stock units granted pursuant to a voluntary deferral under the Zoetis Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan, and dividend equivalent units automatically issued thereon (each a "DSU" and collectively, "DSUs"). The DSUs are fully vested and will be settled in shares of Zoetis Inc. common stock upon the reporting person's separation from service as a director at Zoetis.

7. Each DSU represents the right to receive one share of Zoetis Inc. common stock.

8. Includes 10,001.5128 of DSUs previously granted under the Zoetis Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan, including dividend units automatically issued thereon, and 1,619.3325 of DSUs granted upon the vesting of the Reporting Person's RSUs on February 19, 2026.

9. Represents deferred stock units granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon (each a "DSU" and collectively, "DSUs"). The DSUs were fully vested on the date of the grant.

10. Each DSU will be settled in shares of Zoetis Inc. common stock upon the reporting person's separation from service as a director of Zoetis Inc.

11. 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.
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) director Sanjay Khosla report?

Sanjay Khosla reported equity award activity, including the exercise of 1,619.3325 restricted stock units into deferred stock units and a related grant of deferred stock units. These transactions involve no cash purchases or sales, only conversions and awards linked to Zoetis equity plans.

How many Zoetis (ZTS) deferred stock units does Sanjay Khosla now hold?

After the reported transactions, Sanjay Khosla directly held 11,620.8453 deferred stock units. Each deferred stock unit represents the right to receive one share of Zoetis common stock, typically delivered after he leaves the board or upon specified triggering events under the plan.

What happened to Sanjay Khosla’s Zoetis (ZTS) restricted stock units on February 19, 2026?

On February 19, 2026, 1,619.3325 restricted stock units vested and were converted into the same number of deferred stock units. The deferred units are fully vested, accrue dividend equivalent units, and will ultimately be settled in Zoetis common shares under the applicable plan terms.

When will Sanjay Khosla’s Zoetis (ZTS) deferred stock units be paid out?

Khosla’s deferred stock units will be paid in Zoetis common shares after his separation from service as a director, or upon specified termination or qualifying change-in-control events. Payment is generally made in a single lump sum following those triggering events under the deferral plan.

Does the Zoetis (ZTS) Form 4 show any open-market stock purchases or sales?

The Form 4 does not show open-market purchases or sales. It reports an exercise of restricted stock units into deferred stock units and a grant of deferred stock units, all at a stated price of $0.0000 per unit, reflecting equity compensation rather than cash trading activity.