Zoetis (NYSE: ZTS) CFO receives RSU shares, sells some for taxes

Rhea-AI Filing Summary

Zoetis Inc. Chief Financial Officer Joseph Wetteny reported equity award activity and tax-related share withholding. On February 6, 2026, 1,388 restricted stock units vested and were settled into common shares, with 515 shares withheld at $127.42 per share for taxes. On February 8, 2026, another 1,409 units vested into common shares, with 483 shares withheld at $127.42 per share for taxes. After these transactions, Wetteny directly owned 20,766 shares of Zoetis common stock and held 6,152.6517 RSUs that remain outstanding.

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^*

Joseph Wetteny

(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)
	Chief Financial Officer

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		1,388	A	(1)	20,355	D
Common Stock	02/06/2026		F		515	D	$127.42	19,840	D
Common Stock	02/08/2026		M		1,409	A	(1)	21,249	D
Common Stock	02/08/2026		F		483	D	$127.42	20,766	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			1,388.013	(4)	(5)	Common Stock	1,388.013	(1)	1,389	D
Restricted Stock Unit(2)	(3)	02/08/2026		M			1,409.3062	(6)	(5)	Common Stock	1,409.3062	(1)	0	D
Restricted Stock Unit(2)	(3)							(7)	(5)	Common Stock	6,152.6517		6,152.6517	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, February 8, 2023.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Zoetis (ZTS) CFO Joseph Wetteny report?

Joseph Wetteny reported RSU vesting into common stock and related tax withholding. On February 6 and 8, 2026, RSUs converted into 1,388 and 1,409 shares, respectively, with portions of each batch withheld in stock to cover tax obligations.

How many Zoetis shares did the CFO receive from RSU vesting?

The CFO received 1,388 Zoetis common shares from RSU vesting on February 6, 2026, and 1,409 shares on February 8, 2026. These transactions were coded “M,” indicating the conversion of restricted stock units into common stock at no cash exercise price.

How many Zoetis shares were withheld for taxes in this Form 4?

A total of 515 shares were withheld on February 6, 2026, and 483 shares on February 8, 2026. Both transactions used a price of $127.42 per share, reflecting stock withheld to satisfy tax obligations associated with the RSU vesting events.

How many Zoetis shares does the CFO own after these transactions?

After the reported transactions, Joseph Wetteny directly owned 20,766 shares of Zoetis common stock. This figure reflects RSU conversions to shares and the share amounts withheld to cover taxes, as shown in the post-transaction share balances on the Form 4.

What RSU holdings remain for the Zoetis CFO after the Form 4 events?

Following the February 2026 vesting events, the CFO continued to hold 6,152.6517 restricted stock units. These RSUs represent contingent rights to receive Zoetis common shares in the future, generally subject to continued service and the vesting schedules described in the footnotes.

At what price were Zoetis shares withheld to cover the CFO’s taxes?

The tax-withholding transactions used a share price of $127.42. On both February 6 and February 8, 2026, portions of newly vested shares were surrendered to the issuer at this price to satisfy associated tax liabilities from the RSU vesting.