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Zoetis (NYSE: ZTS) EVP gains stock from RSUs, covers taxes

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

Rhea-AI Filing Summary

Zoetis Inc. Executive Vice President Jamie Brannan reported equity-related transactions on February 19, 2026. Brannan acquired 1,204.0741 restricted stock units through an exercise or conversion and received 1,204 shares of common stock upon vesting and settlement of RSUs, each representing one Zoetis share.

To cover tax obligations, 566 common shares were disposed of at $127.28 per share as a tax-withholding transaction, not an open-market sale. Following these transactions, Brannan directly held 3,290 common shares, plus additional RSU holdings and 445 common stock equivalents indirectly through the UK Share Ownership Plan.

Positive

  • None.

Negative

  • None.
Insider Brannan Jamie
Role Executive Vice President
Type Security Shares Price Value
Exercise Restricted Stock Unit 1,204.074 $0.00 --
Exercise Common Stock 1,204 $0.00 --
Tax Withholding Common Stock 566 $127.28 $72K
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 2,410 shares (Direct); Common Stock — 3,856 shares (Direct); Common Stock — 445 shares (Indirect, UK Share Ownership Plan)
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. Represents the common stock equivalents held in the UK Share Ownership plan, as of December 31, 2025. 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 RSU represents a contingent right to receive one share of Zoetis Inc. common stock. 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. Not applicable. 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. 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.
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Form 4 Insider Transactions: What Each Field Means →
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*
Brannan Jamie
(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)
02/19/2026
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 1,204 A (1) 3,856 D
Common Stock 02/19/2026 F 566 D $127.28 3,290 D
Common Stock 445(2) I UK Share Ownership Plan
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 1,204.0741 (5) (6) Common Stock 1,204.0741 (1) 2,410 D
Restricted Stock Unit(3) (4) (7) (6) Common Stock 5,399 5,399 D
Restricted Stock Unit(3) (4) (8) (6) Common Stock 529 529 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 UK Share Ownership 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 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.
6. Not applicable.
7. 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.
8. 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.
* 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 insider transactions did Zoetis (ZTS) EVP Jamie Brannan report?

Jamie Brannan reported RSU vesting and related share movements. He acquired 1,204.0741 restricted stock units, received 1,204 Zoetis common shares upon RSU settlement, and had 566 shares withheld to satisfy tax liabilities at $127.28 per share.

Did Zoetis EVP Jamie Brannan sell ZTS shares on the open market?

The filing shows no open-market sale. The 566 Zoetis common shares reported under code F were withheld at $127.28 per share solely to pay tax obligations tied to RSU vesting, rather than being discretionary market sales.

How many Zoetis (ZTS) shares does Jamie Brannan hold after these transactions?

After the reported transactions, Jamie Brannan directly holds 3,290 shares of Zoetis common stock. He also has additional equity exposure through 5,399 restricted stock units and 529 RSUs, plus 445 common stock equivalents in a UK Share Ownership Plan.

What triggered the new Zoetis (ZTS) shares received by Jamie Brannan?

The new Zoetis shares resulted from vesting and settlement of restricted stock units. Each RSU represents a contingent right to receive one Zoetis common share, vesting in thirds on specified anniversaries, subject to continued service and certain earlier-vesting events.

How are Zoetis (ZTS) RSUs structured for Jamie Brannan?

Brannan’s RSUs typically vest in three equal installments on the first, second, and third anniversaries of grant dates such as February 6, 2024, February 19, 2025, and February 18, 2026, contingent on continued service and potential earlier vesting in certain specified events.

What is the UK Share Ownership Plan mentioned in the Zoetis (ZTS) Form 4?

The UK Share Ownership Plan holds Zoetis common stock equivalents for Jamie Brannan. As of December 31, 2025, it represented 445 common stock equivalents, recorded as indirect ownership separate from his directly held Zoetis common shares and restricted stock units.