Zoetis (ZTS) EVP Rimma Driscoll reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Zoetis Inc. Executive Vice President Rimma Driscoll reported equity transactions involving restricted stock units and common shares. On February 19, 2026, she acquired 454.6338 restricted stock units through an exercise or conversion of derivative securities and received 454 shares of Zoetis common stock at a price of $0.00 per share upon RSU vesting and settlement.

On the same date, 179 shares of common stock were disposed of at $127.28 per share to satisfy tax withholding obligations related to these awards. After these transactions, she held 5,715 shares of common stock directly. Footnotes state that each RSU represents a right to receive one share of Zoetis common stock, generally vesting in one-third increments on the first, second, and third anniversaries of the respective grant dates, subject to continued service and certain earlier vesting 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

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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^*

Driscoll Rimma

(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)

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

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		454	A	(1)	5,894	D
Common Stock	02/19/2026		F		179	D	$127.28	5,715	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(2)	(3)	02/19/2026		M			454.6338	(4)	(5)	Common Stock	454.6338	(1)	908	D
Restricted Stock Unit(2)	(3)							(6)	(5)	Common Stock	2,323		2,323	D
Restricted Stock Unit(2)	(3)							(7)	(5)	Common Stock	222		222	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. 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").

3. Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.

4. One-third of each RSU vest and is settled in shares of Zoetis Inc. common stock on the first, second and third anniversaries of the date of grant, February 19, 2025; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

5. Not applicable.

6. One-third of each RSU will vest and be settled in shares of Zoetis Inc. common stock on the first, second and third anniversaries 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.

7. One-third of each RSU vests and is settled in shares of Zoetis Inc. common stock on the first, second and third anniversaries of the date of grant, February 6, 2024; 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.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Zoetis (ZTS) Executive Vice President Rimma Driscoll report?

Rimma Driscoll reported RSU-related activity on February 19, 2026. She acquired 454.6338 restricted stock units and 454 common shares at $0.00 per share, and 179 common shares were withheld at $127.28 per share to cover tax obligations.

How many Zoetis (ZTS) common shares does Rimma Driscoll hold after this Form 4?

After the reported transactions, Rimma Driscoll directly holds 5,715 shares of Zoetis common stock. This reflects RSU vesting into 454 shares and a 179-share tax withholding disposition, as disclosed in the Form 4 transaction detail.

What do the Zoetis (ZTS) restricted stock units reported by Rimma Driscoll represent?

Each Zoetis restricted stock unit represents a contingent right to receive one share of Zoetis common stock. The RSUs were granted under the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan and include related dividend equivalent units.

What is the vesting schedule for Zoetis (ZTS) RSUs held by Rimma Driscoll?

Footnotes state that one-third of each RSU grant generally vests and is settled in Zoetis common stock on the first, second, and third anniversaries of the grant dates, subject to continued service and possible earlier vesting upon specific events.

Why were 179 Zoetis (ZTS) shares disposed of in Rimma Driscoll’s Form 4?

The 179 Zoetis common shares were disposed of under transaction code F to pay tax liabilities linked to RSU vesting. This tax-withholding disposition used shares valued at $127.28 each, instead of cash, to satisfy the obligation.

How many Zoetis (ZTS) restricted stock units does Rimma Driscoll hold after these transactions?

Following the reported activity, Driscoll’s RSU holdings include positions totaling 2,323 and 222 restricted stock units. Each RSU corresponds to one share of Zoetis common stock, subject to the stated vesting schedules and service conditions.