Zoetis (NYSE: ZTS) director awarded 1,936 restricted stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

MCCALLISTER MICHAEL B reported acquisition or exercise transactions in this Form 4 filing.

Zoetis Inc. director Michael B. McCallister received an equity award of 1,936 restricted stock units on February 18, 2026. The award was granted under the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan and includes related dividend equivalent units. Each unit represents a right to receive one share of Zoetis common stock. These RSUs vest and settle in shares on the first anniversary of the grant date, February 18, 2026, if he continues in service, with provisions for earlier vesting upon certain specified events. McCallister also reports 1,619.3325 previously granted RSUs that are scheduled to vest and settle on February 19, 2025, subject to similar service and early-vesting conditions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider MCCALLISTER MICHAEL B

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	1,936	$0.00	--
holding	Restricted Stock Unit	--	--	--

Holdings After Transaction: Restricted Stock Unit — 1,936 shares (Direct)

Footnotes (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"). Each restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock. Each RSU will vest and be settled in shares of Zoetis Inc. common stock on the first anniversary 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. Not applicable. Each RSU will vest and be settled in shares of Zoetis Inc. common stock on the first anniversary 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.

Form 4 Insider Transactions: What Each Field Means →

02/19/2026 - 08:53 PM

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

OMB Number:			3235-0287
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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^*

MCCALLISTER MICHAEL B

(Last)

(First)

(Middle)

C/O ZOETIS INC.

10 SYLVAN WAY

(Street)

PARSIPPANY

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit⁽¹⁾	⁽²⁾	02/18/2026		A		1,936		⁽³⁾	⁽⁴⁾	Common Stock	1,936	$0	1,936	D
Restricted Stock Unit⁽¹⁾	⁽²⁾							⁽⁵⁾	⁽⁴⁾	Common Stock	1,619.3325		1,619.3325	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 restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock.

3. Each RSU will vest and be settled in shares of Zoetis Inc. common stock on the first anniversary 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. Each RSU will vest and be settled in shares of Zoetis Inc. common stock on the first anniversary 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	02/19/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Zoetis (ZTS) report for Michael B. McCallister?

Zoetis director Michael B. McCallister received 1,936 restricted stock units as an equity award. The units were granted under Zoetis’ Amended and Restated 2013 Equity and Incentive Plan and represent a form of stock-based compensation tied to future vesting conditions.

How many restricted stock units did the Zoetis director receive in this Form 4?

The director received 1,936 restricted stock units as part of his compensation. Each unit is a contingent right to receive one share of Zoetis common stock, granted at no cash cost, and subject to vesting based on continued service and certain specified events.

When do Michael B. McCallister’s new Zoetis RSUs vest and settle?

The newly granted 1,936 restricted stock units vest and are settled in Zoetis common stock on February 18, 2026. Vesting requires McCallister’s continued service through that first-anniversary date, with potential earlier vesting and settlement if certain specific events occur as described.

What additional Zoetis RSU holdings did the director report in this filing?

McCallister also reported 1,619.3325 previously granted restricted stock units as a holding. These earlier RSUs are scheduled to vest and settle in Zoetis common stock on February 19, 2025, contingent on continued service and potential earlier vesting upon specified events.

Does the Zoetis Form 4 for Michael B. McCallister show any stock sales?

The disclosure centers on a grant of 1,936 restricted stock units and the reporting of existing RSU holdings. The transactions reflect stock-based compensation and outstanding units rather than an open-market sale of Zoetis common shares by the director.

Under what plan were the new Zoetis restricted stock units granted to the director?

The 1,936 restricted stock units were granted under the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan. That plan authorizes stock-based awards, including RSUs and related dividend equivalent units, as part of the company’s overall director and employee compensation structure.