Zoetis (ZTS) EVP Keith Sarbaugh reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Zoetis Inc. Executive Vice President Keith Sarbaugh reported equity compensation activity involving restricted stock units (RSUs) and common stock. On February 19, 2026, RSUs converted into 386 shares of Zoetis common stock, increasing his directly held common shares.

On the same date, 154 common shares were disposed of at $127.28 per share to satisfy tax withholding obligations, a non‑open‑market transaction. After these transactions, Sarbaugh directly owned 2,342 Zoetis common shares and held multiple RSU awards under the Zoetis Amended and Restated 2013 Equity and Incentive Plan, which generally vest in three equal installments on the first, second, and third anniversaries of their grant dates.

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^*

Sarbaugh Keith

(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		386	A	(1)	2,496	D
Common Stock	02/19/2026		F		154	D	$127.28	2,342	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			386.7099	(4)	(5)	Common Stock	386.7099	(1)	773	D
Restricted Stock Unit(2)	(3)							(6)	(5)	Common Stock	2,674		2,674	D
Restricted Stock Unit(2)	(3)							(7)	(5)	Common Stock	120		120	D
Restricted Stock Unit(2)	(3)							(8)	(5)	Common Stock	1,528.0167		1,528.0167	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 vests 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.

8. 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, March 31, 2023; 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 did Zoetis (ZTS) Executive Vice President Keith Sarbaugh report on this Form 4?

Keith Sarbaugh reported RSU vesting into Zoetis common stock and a related tax‑withholding share disposition. The filing details equity compensation activity, not an open‑market purchase or sale, and updates his direct holdings in common shares and restricted stock units.

How many Zoetis (ZTS) shares did Keith Sarbaugh acquire through RSU vesting?

Sarbaugh acquired 386 Zoetis common shares upon vesting and settlement of restricted stock units. Each RSU converts into one share of common stock at vesting, reflecting equity compensation earned through continued service and subject to the company’s equity and incentive plan terms.

Were any Zoetis (ZTS) shares sold by Keith Sarbaugh in the market?

No open‑market sale is reported. The Form 4 shows 154 Zoetis common shares disposed of under code F, meaning they were withheld by the company at $127.28 per share solely to cover tax liabilities from RSU vesting.

What are restricted stock units (RSUs) in the Zoetis (ZTS) filing for Keith Sarbaugh?

The RSUs are awards under the Zoetis Amended and Restated 2013 Equity and Incentive Plan. Each RSU represents a contingent right to receive one Zoetis common share, typically vesting in three equal annual installments if Sarbaugh continues in service, with certain earlier‑vesting events possible.

How many Zoetis (ZTS) common shares does Keith Sarbaugh hold after these transactions?

After the reported transactions, Sarbaugh directly holds 2,342 Zoetis common shares. This reflects RSU vesting into 386 shares and the withholding of 154 shares for taxes, providing an updated view of his direct equity stake in the company.

How do Keith Sarbaugh’s Zoetis (ZTS) RSUs vest over time?

The RSU awards generally vest and settle in Zoetis common stock in three equal installments on the first, second, and third anniversaries of their grant dates, such as February 6, 2024, February 19, 2025, and February 18, 2026, contingent on continued service.