Director at Zoetis (NYSE: ZTS) receives 1,936 RSUs grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Tilenius Stephanie reported acquisition or exercise transactions in this Form 4 filing.

Zoetis Inc. director Stephanie Tilenius reported an equity award of 1,936 restricted stock units (RSUs). The RSUs were granted at no cash cost under the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan.

Each RSU represents a contingent right to receive one share of Zoetis common stock. These RSUs are scheduled to vest and settle in shares on the first anniversary of the grant date, February 18, 2026, assuming continued service and subject to earlier vesting upon certain specified events. Following the reported transactions, Tilenius directly holds 1,972.4463 RSUs, including units from a prior grant dated December 1, 2025 that vest on its first anniversary.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Tilenius Stephanie

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	1,936	$0.00	--
holding	Restricted Stock Unit	--	--	--

Holdings After Transaction: Restricted Stock Unit — 1,936 shares (Direct)

Footnotes (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"). Each restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock. 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. 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, December 1, 2025, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

Form 4 Insider Transactions: What Each Field Means →

02/19/2026 - 08:54 PM

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

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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^*

Tilenius Stephanie

(Last)

(First)

(Middle)

C/O ZOETIS INC.

10 SYLVAN WAY

(Street)

PARSIPPANY

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)
02/18/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit⁽¹⁾	⁽²⁾	02/18/2026		A		1,936		⁽³⁾	⁽⁴⁾	Common Stock	1,936	$0	1,936	D
Restricted Stock Unit⁽¹⁾	⁽²⁾							⁽⁵⁾	⁽⁴⁾	Common Stock	1,972.4463		1,972.4463	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 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.

4. Not applicable.

5. Each RSU will vest and be settled in shares of Zoetis Inc. common stock on the first anniversary of the date of grant, December 1, 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	02/19/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Zoetis (ZTS) director Stephanie Tilenius report in this Form 4?

Zoetis director Stephanie Tilenius reported receiving an award of 1,936 restricted stock units. The RSUs were granted under Zoetis’ Amended and Restated 2013 Equity and Incentive Plan and represent a contingent right to receive Zoetis common shares in the future, subject to vesting conditions.

How many restricted stock units were granted to the Zoetis (ZTS) director?

The director received 1,936 restricted stock units. These units were granted at a stated price of $0.00 per unit as an equity award, rather than a market purchase, providing potential future Zoetis common shares once vesting requirements are met under the company’s equity incentive plan.

When do Stephanie Tilenius’s new Zoetis (ZTS) RSUs vest?

The newly granted RSUs are scheduled to vest and settle in Zoetis common stock on February 18, 2026. Vesting requires the director’s continued service through that first anniversary date, and the award is also subject to earlier vesting and settlement upon certain specified events outlined in the plan.

What does each Zoetis (ZTS) restricted stock unit reported here represent?

Each restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock. The units do not provide immediate ownership; they convert into shares only when the vesting conditions are satisfied, aligning the director’s compensation with future company performance and service.

How many Zoetis (ZTS) RSUs does the director hold after these transactions?

After the reported transactions, the director directly holds 1,972.4463 restricted stock units. This figure reflects the new 1,936-unit grant plus existing RSUs, including a prior grant dated December 1, 2025, which is scheduled to vest on its first anniversary under similar service-based conditions.

Are the Zoetis (ZTS) RSUs an open-market stock purchase by the director?

No, the RSUs are not an open-market purchase. They are a grant under Zoetis’ equity incentive plan, awarded at a stated price of $0.00 per unit. The director receives shares only upon vesting, rather than paying cash to buy existing shares on the market.