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Zoetis CEO exercises RSUs, withholds shares for tax

Zoetis Inc. reports that Chief Executive Officer Kristin C. Peck acquired 7,354 shares of common stock on February 19, 2026 through the vesting and settlement of restricted stock units (RSUs), delivered at a $0.00 exercise price.

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Form Type
4

Rhea-AI Filing Summary

Zoetis Inc. reports that Chief Executive Officer Kristin C. Peck acquired 7,354 shares of common stock on February 19, 2026 through the vesting and settlement of restricted stock units (RSUs), delivered at a $0.00 exercise price.

On the same date, 3,623 of those shares were withheld by the company at $127.28 per share to satisfy tax obligations associated with the RSU vesting. After these transactions, she directly holds 105,068 shares of Zoetis common stock and 48,336 RSUs, in addition to 833.6435 common-stock equivalents held indirectly in the Zoetis Savings Plan. Footnotes state that each RSU represents one share and that RSU grants under the Zoetis Amended and Restated 2013 Equity and Incentive Plan vest in three equal annual installments, subject to continued service.

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Insider PECK KRISTIN C
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 7,354.8977 $0.00 $0.00
Exercise Common Stock 7,354 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 3,623 $127.28 $461K
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 48,336 contracts for 33,628 underlying shares (Direct); Common Stock — 105,068 shares (Direct); Common Stock — 833.6435 shares (Indirect, 401(k))
Footnotes (8)
  1. F1. 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. F2. Represents the common stock equivalents held in the Zoetis Inc. Savings Plan, a 401(k) plan, as of December 31, 2025.
  3. F3. 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. F4. Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.
  5. F5. 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. F6. Not applicable.
  7. F7. 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. F8. 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.
Common shares acquired via RSU vesting 7,354 shares Issued to CEO Kristin C. Peck on February 19, 2026 from RSU settlement
Shares withheld for taxes 3,623 shares Withheld at $127.28 per share to cover tax obligations on February 19, 2026
Tax withholding price $127.28 per share Applied to common shares withheld under transaction code F
Direct common stock holdings 105,068 shares Post-transaction direct holdings of Kristin C. Peck
Restricted stock unit holdings 48,336 RSUs Post-transaction RSU balance under Zoetis equity and incentive plans
Zoetis Savings Plan equivalents 833.6435 shares Common stock equivalents held indirectly in the Zoetis Inc. Savings Plan as of December 31, 2025
RSU tranche underlying shares 28,072 shares One RSU grant representing 28,072 underlying Zoetis common shares
Additional RSU tranche underlying shares 5,556 shares Another RSU grant representing 5,556 underlying Zoetis common shares
Restricted Stock Unit financial
"Acquisition of common stock upon vesting and settlement of restricted stock units (RSUs)."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
dividend equivalent units financial
"Represents restricted stock units granted and dividend equivalent units automatically issued thereon."
Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.
Zoetis Inc. Savings Plan, a 401(k) plan financial
"Represents the common stock equivalents held in the Zoetis Inc. Savings Plan, a 401(k) plan."
Amended and Restated 2013 Equity and Incentive Plan financial
"RSUs granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Zoetis (ZTS) report for CEO Kristin C. Peck?

Zoetis reported that CEO Kristin C. Peck received 7,354 shares of common stock on February 19, 2026 through the vesting of RSUs, and that 3,623 shares were simultaneously withheld at $127.28 per share to cover tax obligations related to that vesting.

How many Zoetis (ZTS) shares does Kristin C. Peck hold after this Form 4?

Following the reported transactions, Kristin C. Peck directly holds 105,068 shares of Zoetis common stock and 48,336 RSUs, plus 833.6435 common-stock equivalents held indirectly in the Zoetis Inc. Savings Plan, a 401(k) plan, as disclosed in the filing footnotes.

Why were 3,623 Zoetis (ZTS) shares withheld in this Form 4 filing?

The filing states that 3,623 shares of Zoetis common stock were withheld at $127.28 per share to satisfy tax liabilities associated with the RSU vesting, consistent with a Form 4 transaction code F, which covers payment of tax obligations by delivering securities.

How do Zoetis (ZTS) RSUs granted to Kristin C. Peck vest over time?

Footnotes explain that each Zoetis RSU represents a right to one share and typically vests in three equal annual installments on the first, second, and third anniversaries of the grant dates in 2024, 2025, and 2026, subject to her continued service and certain specified events.

Under what equity plan were Kristin C. Peck's Zoetis (ZTS) RSUs granted?

Her RSUs, including dividend equivalent units, were granted under the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan. Each RSU represents a contingent right to receive one share of Zoetis common stock upon vesting, according to the filing’s footnotes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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
Estimated average burden
hours per response: 0.5
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*
PECK KRISTIN C

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
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 7,354 A (1) 108,691 D
Common Stock 02/19/2026 F 3,623 D $127.28 105,068 D
Common Stock 833.6435(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 7,354.8977 (5) (6) Common Stock 7,354.8977 (1) 14,708 D
Restricted Stock Unit(3) (4) (7) (6) Common Stock 28,072 28,072 D
Restricted Stock Unit(3) (4) (8) (6) Common Stock 5,556 5,556 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 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.
* 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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