Zoetis Inc.·4

Feb 19, 8:53 PM ET

Sarbaugh Keith 4

4 · Zoetis Inc. · Filed Feb 19, 2026

Research Summary

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Zoetis (ZTS) EVP Keith Sarbaugh Receives RSU Award

What Happened

  • Keith Sarbaugh, Executive Vice President of Zoetis (ZTS), received two restricted stock unit (RSU) awards on February 18, 2026 totaling 13,255 RSUs (10,581 and 2,674). The awards were granted as derivative awards (no cash paid; reported price $0.00). Each RSU represents a contingent right to one share of Zoetis common stock and includes dividend equivalent units.

Key Details

  • Transaction date: February 18, 2026; Form 4 filed February 19, 2026 (filed the next day — timely).
  • Awarded: 13,255 RSUs in total (10,581 RSUs and 2,674 RSUs); reported acquisition code A (award/grant); reported price $0.00.
  • Vesting: One-third of these RSUs vest and will be settled in shares on the first, second and third anniversaries of the grant date (Feb 18, 2026) — i.e., roughly Feb 18 of 2027, 2028 and 2029 — subject to continued service and certain accelerated-vesting events.
  • Footnotes: F1 = RSUs include dividend equivalent units; F2 = each RSU converts to one common share upon settlement; F3 = the one-third annual vesting schedule tied to Feb 18, 2026 grant date.
  • Shares owned after transaction: Not specified in the provided filing excerpt.

Context

  • These are compensation awards (not open-market purchases or sales). RSUs are contingent — they do not deliver actual shares until they vest and are settled, so this is a standard long-term retention/compensation grant rather than an immediate change in share ownership.
  • No exercise, sale, gift, or tax-withholding details were reported in the provided data.

Insider Transaction Report

Form 4
Period: 2026-02-18
Sarbaugh Keith
Executive Vice President
Transactions
  • Award

    Restricted Stock Unit

    [F1][F2][F3][F4]
    2026-02-18+2,6742,674 total
    Common Stock (2,674 underlying)
  • Award

    Stock Option

    [F8][F9][F10]
    2026-02-18+10,58110,581 total
    Exercise: $129.13Common Stock (10,581 underlying)
Holdings
  • Restricted Stock Unit

    [F1][F2][F5][F4]
    Common Stock (1,159.71 underlying)
    1,159.71
  • Restricted Stock Unit

    [F1][F2][F6][F4]
    Common Stock (120 underlying)
    120
  • Restricted Stock Unit

    [F1][F2][F7][F4]
    Common Stock (1,528.017 underlying)
    1,528.017
  • Stock Option

    [F8][F11][F10]
    Exercise: $156.64Common Stock (4,453 underlying)
    4,453
  • Stock Option

    [F8][F12][F10]
    Exercise: $196.14Common Stock (1,348 underlying)
    1,348
  • Stock Option

    [F8][F13][F10]
    Exercise: $166.44Common Stock (3,142 underlying)
    3,142
Footnotes (13)
  • [F1]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").
  • [F10]Each option expires on the tenth anniversary of the date of grant.
  • [F11]One-third of each option will vest on the first, second and third anniversaries of the date of grant, February 19, 2025.
  • [F12]One-third of each option vests on the first, second and third anniversaries of the date of grant, February 6, 2024.
  • [F13]One-third of each option vests on the first, second and third anniversaries of the date of grant, March 31, 2023.
  • [F2]Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.
  • [F3]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.
  • [F4]Not applicable.
  • [F5]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.
  • [F6]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.
  • [F7]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, March 31, 2023; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.
  • [F8]Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan.
  • [F9]One-third of each option will vest on the first, second and third anniversaries of the date of grant, February 18, 2026.
Signature
/s/ Brenda Santuccio, as Attorney-in-Fact|2026-02-19

Documents

1 file
  • 4
    wk-form4_1771552431.xmlPrimary

    FORM 4