Zoetis (ZTS) director Frank D'Amelio reports new RSU and DSU awards

Rhea-AI Filing Summary

Zoetis Inc. director Frank A. D'Amelio reported equity award and deferral activity involving company stock units. On February 19, 2026, previously granted restricted stock units were converted into 1,619.3325 deferred stock units (DSUs) under a voluntary deferral. After this grant and related accruals, he directly holds 11,620.8453 DSUs, each representing one share of Zoetis common stock to be settled after his board service ends. He also directly holds 1,936 restricted stock units (RSUs), which are scheduled to vest and be settled in shares on the first anniversary of their grant, February 18, 2026, 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^*

DAMELIO FRANK A

(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
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FAQ

What insider transactions did Zoetis (ZTS) director Frank A. D'Amelio report?

Frank A. D'Amelio reported equity award and deferral activity, not open-market trading. Previously granted restricted stock units converted into 1,619.3325 deferred stock units, and his reported holdings of deferred stock units and restricted stock units were updated accordingly.

How many deferred stock units does Zoetis (ZTS) director Frank A. D'Amelio hold?

After the reported transactions, Frank A. D'Amelio directly holds 11,620.8453 deferred stock units. Each deferred stock unit represents the right to receive one share of Zoetis Inc. common stock at settlement under the company’s non-employee director deferred compensation plans.

When will Frank A. D'Amelio’s Zoetis (ZTS) deferred stock units be paid out?

The deferred stock units will be settled in Zoetis common shares upon his separation from service as a director. Certain DSUs from the February 19, 2026 vesting will be paid within 30 business days after a qualifying termination event or specified change in control.

What are the key terms of Frank A. D'Amelio’s deferred stock units at Zoetis (ZTS)?

Each deferred stock unit equals one Zoetis common share upon settlement. The DSUs are fully vested, accrue dividend equivalent units, and are generally settled in shares when Frank A. D'Amelio leaves the Zoetis board, as described in the applicable deferred compensation plans.

How many restricted stock units does Zoetis (ZTS) director Frank A. D'Amelio currently hold?

Following the reported transactions, Frank A. D'Amelio directly holds 1,936 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock upon vesting and settlement, subject to continued service and specified vesting terms.

When do Frank A. D'Amelio’s new Zoetis (ZTS) restricted stock units vest?

The newly reported restricted stock units are scheduled to vest and be settled in Zoetis common stock on February 18, 2026. Vesting is conditioned on his continued service as a director, with potential for earlier vesting upon certain specified events under the plan.