Zoetis (ZTS) EVP Kevin Esch gains shares from RSU vesting

Rhea-AI Filing Summary

Zoetis Inc. Executive Vice President Kevin Esch reported equity transactions tied to his compensation. On February 19, 2026, restricted stock units were exercised into 102 shares of Zoetis common stock at a stated price of $0.00 per share, reflecting vesting of RSUs. To cover tax obligations, 35 shares of common stock were disposed of at $127.28 per share through share withholding, a non‑open‑market transaction.

Following these transactions, Esch directly held 394 shares of Zoetis common stock and several blocks of RSUs, including 4,026, 775.5724 and 44 RSUs that each represent a contingent right to receive one share upon vesting. Footnotes explain that most RSU awards vest in three equal annual installments on the first, second and third anniversaries of their grant dates, subject to his continued service and certain earlier‑vesting events. He also indirectly held 122.9323 common stock equivalents through the Zoetis Savings Plan (401(k)) as of December 31, 2025.

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^*

Esch Kevin

(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		102	A	(1)	429	D
Common Stock	02/19/2026		F		35	D	$127.28	394	D
Common Stock								122.9323(2)	I	401(k)

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			102.4298	(5)	(6)	Common Stock	102.4298	(1)	205	D
Restricted Stock Unit(3)	(4)							(7)	(6)	Common Stock	4,026		4,026	D
Restricted Stock Unit(3)	(4)							(8)	(6)	Common Stock	775.5724		775.5724	D
Restricted Stock Unit(3)	(4)							(9)	(6)	Common Stock	44		44	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 Zoetis Inc. Savings Plan, a 401(k) 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 will vest and be settled in shares of Zoetis Inc. common stock on the first, second and third anniversaries of the date of grant, April 30, 2025; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

9. 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.
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FAQ

What did Zoetis (ZTS) Executive Vice President Kevin Esch report in this Form 4?

Kevin Esch reported RSU-related equity activity. RSUs vested into 102 Zoetis common shares, with 35 shares disposed of to cover tax obligations. The filing also updates his direct and 401(k) plan equity holdings, plus remaining restricted stock unit balances.

How many Zoetis (ZTS) shares did Kevin Esch acquire from RSU vesting?

He acquired 102 shares of Zoetis common stock through the vesting and settlement of restricted stock units. Each RSU represented a right to receive one share upon vesting, converting his equity awards into directly held Zoetis common shares on February 19, 2026.

Why were 35 Zoetis (ZTS) shares disposed of in Kevin Esch’s Form 4?

The 35 shares of Zoetis common stock were disposed of to satisfy tax withholding obligations at $127.28 per share. This type of transaction, coded “F,” typically reflects automatic share withholding rather than an open-market sale initiated for investment purposes.

What are Kevin Esch’s direct Zoetis (ZTS) share holdings after these transactions?

After the reported transactions, Kevin Esch directly held 394 shares of Zoetis common stock. This figure reflects the shares received from RSU vesting, net of the shares withheld to cover associated tax liabilities, as disclosed in the Form 4 filing.

How do Kevin Esch’s Zoetis (ZTS) restricted stock units vest over time?

Most of his RSUs vest in three equal installments on the first, second and third anniversaries of their grant dates, including awards dated February 6, 2024, February 19, 2025, April 30, 2025 and February 18, 2026, subject to continued service and specified earlier-vesting events.

What Zoetis (ZTS) holdings does Kevin Esch have through the company’s 401(k) plan?

He indirectly held 122.9323 Zoetis common stock equivalents in the Zoetis Savings Plan, a 401(k) plan, as of December 31, 2025. These plan holdings are tracked as stock equivalents, separate from his directly owned Zoetis common shares and RSU awards.