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Zoetis (NYSE: ZTS) director details RSU vesting, share disposition and holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Zoetis Inc. director Gregory Norden reported equity award activity involving restricted stock units (RSUs) and common shares. He exercised or converted 1,619.3325 RSUs, resulting in the acquisition of 1,619 common shares of Zoetis stock at a stated price of $0.00 per share, reflecting settlement of equity awards rather than an open-market purchase.

As part of the same event, 406 common shares were disposed of back to Zoetis in exchange for cash based on the closing share price of $127.28 per share on the vesting date, typically to cover obligations such as taxes. After these transactions, Norden directly held 1,213 common shares and 1,936 RSUs, and also had indirect ownership through a personal trust and separate trusts for his daughter and son, which together hold several thousand additional Zoetis common shares.

Positive

  • None.

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Insider Norden Gregory
Role Director
Type Security Shares Price Value
Exercise Restricted Stock Unit 1,619.333 $0.00 --
Exercise Common Stock 1,619 $0.00 --
Other Common Stock 406 $127.28 $52K
holding Restricted Stock Unit -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 1,619 shares (Direct); Common Stock — 5,858.192 shares (Indirect, By personal trust)
Footnotes (1)
  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. Disposition of shares to the Company in exchange for cash based on the closing share price of Zoetis Inc. common stock as of the vesting date. 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"). Each restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock. 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. Not applicable. 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.
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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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Norden Gregory

(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
Common Stock 02/19/2026 M 1,619 A (1) 1,619 D
Common Stock 02/19/2026 J(2) 406 D $127.28 1,213 D
Common Stock 5,858.1922 I By personal trust
Common Stock 5,548 I By daughter's trust
Common Stock 5,548 I By son's trust
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) 02/19/2026 M 1,619.3325 (5) (6) Common Stock 1,619.3325 (1) 0 D
Restricted Stock Unit(3) (4) (7) (6) Common Stock 1,936 1,936 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. Disposition of shares to the Company in exchange for cash based on the closing share price of Zoetis Inc. common stock as of the vesting date.
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 restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock.
5. 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.
6. Not applicable.
7. 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
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Zoetis (ZTS) director Gregory Norden report in this Form 4?

Gregory Norden reported vesting and settlement of restricted stock units into 1,619 Zoetis common shares, along with a related disposition of 406 shares back to the company for cash based on the closing share price on the vesting date.

How many Zoetis (ZTS) shares did Gregory Norden acquire from RSU vesting?

He acquired 1,619 Zoetis common shares upon vesting and settlement of restricted stock units. Each RSU represented the right to receive one common share, and the exercise price was reported as $0.00 per share, reflecting equity award settlement.

What was the 406-share transaction Zoetis (ZTS) director Gregory Norden reported?

Norden disposed of 406 Zoetis common shares back to the company in exchange for cash. The cash amount was based on the closing Zoetis common stock price of $127.28 per share on the vesting date of the restricted stock units.

How many Zoetis (ZTS) shares does Gregory Norden hold directly after these transactions?

Following the reported transactions, Gregory Norden directly owned 1,213 Zoetis common shares. He also held 1,936 restricted stock units and had additional indirect holdings through a personal trust and separate trusts for his daughter and son.

What do the restricted stock units (RSUs) in the Zoetis (ZTS) filing represent?

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

When do the Zoetis (ZTS) restricted stock units reported by Gregory Norden vest?

The filing notes RSU grants that vest and settle in Zoetis common shares on the first anniversary of their grant dates, including awards tied to February 19, 2025 and February 18, 2026, subject to continued service and specified earlier-vesting events.