Zoetis (NYSE: ZTS) CFO adds RSU shares while 703 are withheld for taxes

Rhea-AI Filing Summary

Zoetis Inc. Chief Financial Officer Joseph Wetteny reported equity compensation activity involving restricted stock units (RSUs) and common shares on February 19, 2026. RSUs representing 2,050.6517 units were exercised and converted, resulting in the acquisition of 2,050 common shares at a stated price of $0.00 per share as part of vesting and settlement.

To satisfy tax obligations tied to this vesting, 703 common shares were disposed of at $127.28 per share through tax withholding. After these transactions, Wetteny directly owned 22,113 shares of Zoetis common stock. He also held outstanding RSU awards that, after the reported activity, totaled 8,605 RSUs and 1,389 RSUs under separate grants, each generally vesting in one‑third increments on the first, second, and third anniversaries of their 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^*

Joseph Wetteny

(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)
	Chief Financial Officer

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		2,050	A	(1)	22,816	D
Common Stock	02/19/2026		F		703	D	$127.28	22,113	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			2,050.6517	(4)	(5)	Common Stock	2,050.6517	(1)	4,102	D
Restricted Stock Unit(2)	(3)							(6)	(5)	Common Stock	8,605		8,605	D
Restricted Stock Unit(2)	(3)							(7)	(5)	Common Stock	1,389		1,389	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.

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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FAQ

What insider transactions did Zoetis (ZTS) CFO Joseph Wetteny report on February 19, 2026?

Zoetis CFO Joseph Wetteny reported RSU vesting and related share movements. He acquired 2,050 common shares from restricted stock unit settlement and had 703 shares withheld at $127.28 each to cover tax obligations tied to that equity compensation event.

How many Zoetis (ZTS) common shares does CFO Joseph Wetteny hold after this Form 4 filing?

Following the reported transactions, CFO Joseph Wetteny directly holds 22,113 Zoetis common shares. This figure reflects the newly acquired 2,050 shares from RSU vesting, net of 703 shares disposed of through tax withholding to satisfy associated tax liabilities.

What happened to the restricted stock units (RSUs) reported by Zoetis (ZTS) CFO in this Form 4?

Some RSUs vested and were settled into 2,050 Zoetis common shares as part of equity compensation. Remaining RSU awards total 8,605 units and 1,389 units in separate grants, each generally vesting in one-third tranches over three years, subject to continued service conditions.

Was the Zoetis (ZTS) CFO’s share disposition an open-market sale?

The share disposition was not an open-market sale; 703 shares were withheld at $127.28 per share to pay tax liabilities from RSU vesting. This tax-withholding disposition is coded as an “F” transaction rather than a discretionary sale on the open market.

How are Zoetis (ZTS) restricted stock units structured for the CFO’s awards?

Each Zoetis restricted stock unit represents a contingent right to receive one common share. One-third of each RSU grant typically vests and settles in shares on the first, second, and third anniversaries of the grant date, conditioned on continued service and certain earlier-vesting events.