Zoetis (NYSE: ZTS) EVP logs RSU vesting and small tax share sale

Rhea-AI Filing Summary

Zoetis Inc. Executive Vice President Keith Sarbaugh reported routine equity compensation activity. On February 6, 2026, 119 shares of common stock were acquired upon vesting and settlement of restricted stock units, and 48 shares were withheld at $127.42 per share to cover taxes.

After these transactions, Sarbaugh directly owns 2,110 shares of Zoetis common stock. He also holds time-based restricted stock units that each represent a contingent right to receive one share, including 120 RSUs from a February 6, 2024 grant, 1,528.0167 RSUs from a March 31, 2023 grant, and 1,159.7099 RSUs from a February 19, 2025 grant, all vesting in three equal annual installments subject to continued service.

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^*

Sarbaugh Keith

(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)
02/06/2026

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	02/06/2026		M		119	A	(1)	2,158	D
Common Stock	02/06/2026		F		48	D	$127.42	2,110	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)	02/06/2026		M			119.4502	(4)	(5)	Common Stock	119.4502	(1)	120	D
Restricted Stock Unit(2)	(3)							(6)	(5)	Common Stock	1,528.0167		1,528.0167	D
Restricted Stock Unit(2)	(3)							(7)	(5)	Common Stock	1,159.7099		1,159.7099	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 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.

5. Not applicable.

6. 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, March 31, 2023; 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 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 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.

Remarks:

	/s/ Brenda Santuccio, as Attorney-in-Fact	02/10/2026
	** 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).
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FAQ

What insider transaction did Zoetis (ZTS) Executive Vice President Keith Sarbaugh report?

Keith Sarbaugh reported the vesting of 119 RSU-based Zoetis common shares and a related sale of 48 shares at $127.42 to cover taxes. These transactions reflect routine equity compensation activity rather than an open-market discretionary trade.

How many Zoetis (ZTS) shares does Keith Sarbaugh own after this Form 4?

Following the reported transactions, Keith Sarbaugh directly owns 2,110 shares of Zoetis common stock. This figure reflects the RSU vesting of 119 shares and the tax-related sale of 48 shares reported for the February 6, 2026 transactions.

What price was used for the tax-related sale in Keith Sarbaugh’s Zoetis (ZTS) Form 4?

The Form 4 shows 48 Zoetis common shares disposed of at a price of $127.42 per share in a transaction coded “F,” which indicates shares were withheld to satisfy tax obligations arising from an equity award vesting.

What restricted stock unit (RSU) awards does Keith Sarbaugh hold in Zoetis (ZTS)?

Keith Sarbaugh holds several RSU positions: 120 RSUs from a February 6, 2024 grant, 1,528.0167 RSUs from a March 31, 2023 grant, and 1,159.7099 RSUs from a February 19, 2025 grant, each settling one share per RSU upon vesting.

How do Keith Sarbaugh’s Zoetis (ZTS) RSUs vest over time?

Each RSU grant vests in three equal annual installments on the first, second, and third anniversaries of its grant date. Vesting is subject to Sarbaugh’s continued service and may accelerate upon certain specified events, according to the equity plan terms.

Are Keith Sarbaugh’s Zoetis (ZTS) RSU grants part of a company equity plan?

Yes. The RSUs are granted under the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan. They include dividend equivalent units and each RSU represents a contingent right to receive one share of Zoetis common stock when vesting conditions are met.