Lagano Roxanne 4

What Happened

• Roxanne Lagano, Executive Vice President of Zoetis (ZTS), had restricted stock units (RSUs) vest and convert to common stock on Feb 6 and Feb 8, 2026. She was credited with a total of 1,149 shares (544 + 605). To satisfy tax withholding, 217 shares (Feb 6) and 221 shares (Feb 8) were surrendered at $127.42 per share, generating withholding of $27,650 and $28,160 respectively (total ~$55,810). Net shares retained from these settlements were 711 shares (1,149 received minus 438 withheld).
• These were not open-market sales or purchases but routine RSU vesting and tax withholding (code M = exercise/conversion of derivative; code F = payment of tax liability via share surrender).

Key Details

• Transaction dates: Feb 6, 2026 and Feb 8, 2026. Form filed Feb 10, 2026.
• Prices reported for withholding: $127.42 per share; RSU conversions show no exercise price (N/A).
• Shares received (gross): 544 and 605 (total 1,149). Shares withheld for taxes (disposed): 217 and 221 (total 438). Net added shares: 711.
• Total cash value withheld for taxes: $27,650 + $28,160 = $55,810.
• Footnotes: These shares arose from RSU grants under Zoetis’ equity plan (see notes F1, F3–F8). Vesting tied to grant anniversaries (e.g., Feb 6, 2024 and Feb 8, 2023 grants).
• Shares owned after the transaction are not specified in the provided filing.
• Timeliness: Filed Feb 10 covering Feb 6–8 events; Form 4 was filed within the typical two-business-day window.

Context

• This is a standard vesting/settlement of RSUs with a cashless-type tax withholding (company retains/shares surrendered to pay taxes), not a discretionary open-market sale or purchase. Such filings reflect executive compensation settling into stock and do not by themselves indicate a change in insider sentiment.