Zoetis (NYSE: ZTS) EVP Lagano reports RSU vesting, tax share withholding

Rhea-AI Filing Summary

Zoetis Inc. Executive Vice President Roxanne Lagano reported routine equity compensation activity involving restricted stock units and common shares. On February 6, 2026, 544 shares of common stock were acquired upon RSU vesting, and 217 shares were withheld at a price of $127.42 for tax obligations. On February 8, 2026, a further 605 shares were acquired upon RSU vesting, with 221 shares withheld at $127.42 for taxes.

Following these transactions, Lagano directly owned 15,140 shares of Zoetis common stock and held 833.684 common stock equivalents indirectly through the Zoetis Savings Plan, a 401(k) plan, as of December 31, 2025. She also held 2,250.4257 RSUs that vest in installments 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^*

Lagano Roxanne

(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)
02/06/2026

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	02/06/2026		M		544	A	(1)	14,973	D
Common Stock	02/06/2026		F		217	D	$127.42	14,756	D
Common Stock	02/08/2026		M		605	A	(1)	15,361	D
Common Stock	02/08/2026		F		221	D	$127.42	15,140	D
Common Stock								833.684(2)	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
Restricted Stock Unit(3)	(4)	02/06/2026		M			544.7011	(5)	(6)	Common Stock	544.7011	(1)	545	D
Restricted Stock Unit(3)	(4)	02/08/2026		M			605.7278	(7)	(6)	Common Stock	605.7278	(1)	0	D
Restricted Stock Unit(3)	(4)							(8)	(6)	Common Stock	2,250.4257		2,250.4257	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 the common stock equivalents held in the Zoetis Inc. Savings Plan, a 401(k) plan, as of December 31, 2025.

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

5. 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.

6. Not applicable.

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 8, 2023.

8. 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 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.

Remarks:

	/s/ Brenda Santuccio, as Attorney-in-Fact	02/10/2026
	** 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).
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FAQ

What did Zoetis (ZTS) Executive Vice President Roxanne Lagano report in this Form 4?

Roxanne Lagano reported routine equity compensation activity, including vesting of restricted stock units that converted into Zoetis common shares and related share withholding for taxes at $127.42 per share, with updated direct and indirect ownership amounts disclosed.

How many Zoetis (ZTS) shares does Roxanne Lagano own after the reported transactions?

After the reported transactions, Roxanne Lagano directly owned 15,140 shares of Zoetis common stock. She also held 833.684 common stock equivalents indirectly through the Zoetis Savings Plan, a 401(k) plan, as of December 31, 2025, plus additional unvested restricted stock units.

What RSU activity did Roxanne Lagano disclose for Zoetis (ZTS) on February 6 and 8, 2026?

The filing shows RSU vesting on February 6 and 8, 2026, converting into 544 and 605 Zoetis common shares, respectively. These were granted under the Zoetis Amended and Restated 2013 Equity and Incentive Plan and settle one share of common stock for each vested unit.

Why were some Zoetis (ZTS) shares marked with transaction code F at $127.42?

Shares marked with transaction code F at $127.42 represent Zoetis common stock withheld to satisfy tax withholding obligations tied to RSU vesting. Specifically, 217 shares and 221 shares were withheld at that price on February 6 and 8, 2026, respectively.

How many restricted stock units does Roxanne Lagano still hold in Zoetis (ZTS)?

After the reported transactions, Roxanne Lagano held 2,250.4257 Zoetis restricted stock units. These RSUs generally vest in one-third installments on the first, second, and third anniversaries of their grant dates, contingent on continued service and certain specified events.

How are Zoetis (ZTS) RSUs structured for Roxanne Lagano according to this filing?

Each Zoetis RSU reported for Roxanne Lagano represents a contingent right to receive one share of Zoetis common stock. One-third of each RSU grant vests and settles in shares on each of the first three anniversaries of the grant date, subject to ongoing service conditions.