Zoetis (ZTS) EVP Nicholas Ashton reports RSU vesting and tax-share disposition

Rhea-AI Filing Summary

Zoetis Inc. Executive Vice President Nicholas Ashton reported equity award activity involving restricted stock units (RSUs) and common shares. On February 19, he acquired 750 shares of Zoetis common stock at $0.0000 per share through the exercise and settlement of RSUs, with 2,214 common shares held directly after this step.

On the same date, 392 common shares at $127.2800 per share were disposed of to satisfy tax withholding obligations related to the vesting event, leaving 1,822 common shares held directly. Footnotes explain that each RSU converts into one Zoetis common share and vests in three annual installments following the original grant dates, subject to continued service and certain specified events.

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^*

Ashton Nicholas

(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		750	A	(1)	2,214	D
Common Stock	02/19/2026		F		392	D	$127.28	1,822	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)	02/19/2026		M			750.4257	(4)	(5)	Common Stock	750.4257	(1)	1,500	D
Restricted Stock Unit(2)	(3)							(6)	(5)	Common Stock	4,148		4,148	D
Restricted Stock Unit(2)	(3)							(7)	(5)	Common Stock	381		381	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 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.

5. Not applicable.

6. 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.

7. 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
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FAQ

What insider transactions did Zoetis (ZTS) Executive Vice President Nicholas Ashton report?

Nicholas Ashton reported RSU-related activity, acquiring 750 Zoetis common shares via RSU settlement and disposing of 392 shares to cover tax withholding. These transactions reflect equity compensation vesting rather than an open-market stock purchase or sale.

How many Zoetis (ZTS) shares does Nicholas Ashton hold directly after these Form 4 transactions?

After the reported transactions, Nicholas Ashton directly holds 1,822 shares of Zoetis common stock. This figure reflects RSU settlement into shares and the share disposition used to satisfy tax withholding tied to the vesting event.

What type of equity awards are involved in Nicholas Ashton’s Zoetis (ZTS) Form 4 filing?

The filing involves restricted stock units (RSUs) granted under the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan. Each RSU represents a contingent right to receive one Zoetis common share upon vesting and settlement, plus related dividend-equivalent units.

How do Nicholas Ashton’s Zoetis (ZTS) RSUs vest according to the Form 4 footnotes?

The RSUs vest in three equal annual installments. One-third vests and is settled in Zoetis common shares on each of the first, second, and third anniversaries of the grant date, subject to continued service and certain earlier-vesting events specified in the award terms.

Were Nicholas Ashton’s Zoetis (ZTS) share dispositions open-market sales?

The Form 4 describes the disposition as code F, meaning shares were delivered to pay exercise price or tax liability. The 392 Zoetis shares were used to satisfy tax withholding obligations on RSU vesting, not reported as an open-market sale transaction.

What prices are associated with Nicholas Ashton’s Zoetis (ZTS) Form 4 transactions?

The RSU settlement into 750 Zoetis common shares is reported at a transaction price of $0.0000 per share, reflecting award settlement. The 392 shares disposed to cover tax withholding are reported at a transaction price of $127.2800 per share.