Equity grants to Zoetis (NYSE: ZTS) EVP Kevin Esch detailed

Rhea-AI Filing Summary

Esch Kevin reported acquisition or exercise transactions in this Form 4 filing.

Zoetis Inc. Executive Vice President Kevin Esch received new equity awards on February 18, 2026. He was granted 4,026 restricted stock units and 15,931 stock options at a price of $0 per unit or option. Each RSU represents a contingent right to one Zoetis common share.

One-third of each RSU and one-third of each option will vest on the first, second, and third anniversaries of the grant date, February 18, 2026, subject to his continued service and possible earlier vesting upon certain specified events. Each option expires on the tenth anniversary of the grant date.

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

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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)
02/18/2026

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

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(1)	(2)	02/18/2026		A		4,026		(3)	(4)	Common Stock	4,026	$0	4,026	D
Restricted Stock Unit(1)	(2)							(5)	(4)	Common Stock	775.5724		775.5724	D
Restricted Stock Unit(1)	(2)							(6)	(4)	Common Stock	307.4298		307.4298	D
Restricted Stock Unit(1)	(2)							(7)	(4)	Common Stock	44		44	D
Stock Option(8)	$129.13	02/18/2026		A		15,931		(9)	(10)	Common Stock	15,931	$0	15,931	D
Stock Option(8)	$156.64							(11)	(10)	Common Stock	1,181		1,181	D
Stock Option(8)	$196.14							(12)	(10)	Common Stock	490		490	D
Stock Option(8)	$162.07							(13)	(10)	Common Stock	545		545	D
Stock Option(14)	$201.3							(15)	(10)	Common Stock	391		391	D

Explanation of Responses:

1. 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").

2. Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.

3. 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.

4. Not applicable.

5. 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.

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 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.

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.

8. Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan.

9. One-third of each option will vest on the first, second and third anniversaries of the date of grant, February 18, 2026.

10. Each option expires on the tenth anniversary of the date of grant.

11. One-third of each option will vest on the first, second and third anniversaries of the date of grant, February 19, 2025.

12. One-third of each option vests on the first, second and third anniversaries of the date of grant, February 6, 2024.

13. One-third of each option vested on the first, second and third anniversaries of the date of grant, February 8, 2023.

14. Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan.

15. Each option vested on the third anniversary of the date of grant, February 8, 2022.

Remarks:

	/s/ Brenda Santuccio, as Attorney-in-Fact	02/19/2026
	** 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 did Zoetis (ZTS) Executive Vice President Kevin Esch receive in this Form 4 filing?

Kevin Esch received equity awards consisting of 4,026 restricted stock units and 15,931 stock options. These awards were granted under Zoetis’ equity and incentive plan and are structured to vest over three years, aligning his compensation with long-term company performance and service.

How do the restricted stock units granted to Kevin Esch at Zoetis (ZTS) work?

Each restricted stock unit represents a contingent right to receive one share of Zoetis common stock. One-third of each RSU will vest on the first, second, and third anniversaries of the February 18, 2026 grant date, assuming continued service and subject to earlier vesting events.

What are the vesting terms of the stock options granted to Kevin Esch at Zoetis (ZTS)?

The 15,931 stock options vest in three equal installments. One-third of each option vests on the first, second, and third anniversaries of the February 18, 2026 grant date, and each option expires on the tenth anniversary of that grant date, if not exercised earlier.

Is there any purchase price for Kevin Esch’s new Zoetis (ZTS) RSUs and options?

The Form 4 shows a transaction price per unit or option of $0. This reflects that the RSUs and stock options are granted as part of compensation rather than bought in the open market, with value realized later through vesting and potential option exercise.

What conditions affect vesting of Kevin Esch’s equity awards at Zoetis (ZTS)?

Vesting of both RSUs and options depends on Kevin Esch’s continued service through each vesting date. The awards may also vest earlier upon certain specific events described in the plan, providing potential acceleration under defined circumstances such as qualifying corporate or employment events.

How long do the newly granted Zoetis (ZTS) stock options to Kevin Esch remain exercisable?

Each stock option granted to Kevin Esch expires on the tenth anniversary of the February 18, 2026 grant date. After that tenth anniversary, any unexercised options lapse, meaning they can no longer be exercised for Zoetis common shares under the terms disclosed.