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Zoetis Inc.·4

Feb 23, 4:30 PM ET

DAMELIO FRANK A 4

4 · Zoetis Inc. · Filed Feb 23, 2026

Research Summary

AI-generated summary of this filing

Updated

Zoetis (ZTS) Director Frank A. Damelio Receives 1,619 RSU/DSU Award

What Happened

  • Frank A. Damelio, a director of Zoetis Inc. (ZTS), had 1,619.333 restricted stock units (RSUs) vest on February 19, 2026. Those vested RSUs were converted/settled into deferred stock units (DSUs) rather than sold for cash. No cash price or sale occurred (price listed as N/A).
  • The filing shows the vesting/conversion resulted in approximately 1,619.3325 DSUs being credited. Combined with previously held DSUs, the report indicates a total of 11,620.8453 DSUs after the transaction. DSUs will be settled in shares upon the director’s separation from service.

Key Details

  • Transaction date: February 19, 2026; Form 4 filed February 23, 2026 (timely filing).
  • Transaction types reported: A = Grant/Award (RSU acquisition) and M = Exercise/Conversion (RSU to DSU conversion).
  • Shares/units involved: 1,619.333 RSUs vested → ~1,619.3325 DSUs credited; total reported DSUs after transaction = 11,620.8453 (per footnotes).
  • Price/Value: N/A (no open-market sale or purchase).
  • Notable footnotes: RSUs granted under the Zoetis 2013 Equity & Incentive Plan; RSUs converted to DSUs via a voluntary deferral under the Non‑Employee Director Deferred Compensation Plan. DSUs are fully vested, accrue dividend equivalents, and will be settled in shares upon separation or certain change-in-control events.

Context

  • This was not a purchase or sale in the open market but a standard director compensation event: vested RSUs were deferred into DSUs. DSUs are commonly used by non-employee directors to defer receipt of stock until departure and do not by themselves indicate a buy/sell view of the stock.
  • No immediate cashless exercise or sale occurred, and the transaction does not provide a direct market-value signal.

Insider Transaction Report

Form 4
Period: 2026-02-19
Zoetis Inc.ZTS
DAMELIO FRANK A
Director
Transactions
  • Exercise/Conversion

    Restricted Stock Unit

    [F1][F2][F5][F3][F4]
    2026-02-19−1,619.333→ 0 total
    → Common Stock (1,619.333 underlying)
  • Award

    Deferred Stock Unit

    [F6][F7][F5][F4][F8]
    2026-02-19+1,619.333→ 11,620.845 total
    → Common Stock (1,619.333 underlying)
Holdings

  • Deferred Stock Unit

    [F9][F7][F10][F4]
    → Common Stock (10,142.869 underlying)
    10,142.869

  • Restricted Stock Unit

    [F1][F2][F11][F4]
    → Common Stock (1,936 underlying)
    1,936
Footnotes (11)
  • [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 DSU will be settled in shares of Zoetis Inc. common stock upon the reporting person's separation from service as a director of Zoetis Inc.
  • [F11]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.
  • [F2]Each restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock.
  • [F3]Each RSU vests and is settled in shares of Zoetis Inc. common stock on the first anniversary of the date of grant, February 19, 2025.
  • [F4]Not applicable.
  • [F5]Upon the vesting of the reporting person's restricted stock units on February 19, 2026, the reporting person received 1,619.3325 deferred stock units ("DSUs") pursuant to a voluntary deferral under the Zoetis Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan. The DSUs are fully vested, accrue dividend equivalent units, and will be paid in a single lump payment within 30 business days following the earlier to occur of (i) a Termination Event, and (ii) a Change in Control that constitutes a "change in ownership or control" for purposes of Section 409A in accordance with the terms of the Plan.
  • [F6]Represents deferred stock units granted pursuant to a voluntary deferral under the Zoetis Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan, and dividend equivalent units automatically issued thereon (each a "DSU" and collectively, "DSUs"). The DSUs are fully vested and will be settled in shares of Zoetis Inc. common stock upon the reporting person's separation from service as a director at Zoetis.
  • [F7]Each DSU represents the right to receive one share of Zoetis Inc. common stock.
  • [F8]Includes 10,001.5128 of DSUs previously granted under the Zoetis Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan, including dividend units automatically issued thereon, and 1,619.3325 of DSUs granted upon the vesting of the Reporting Person's RSUs on February 19, 2026.
  • [F9]Represents deferred stock units granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon (each a "DSU" and collectively, "DSUs"). The DSUs were fully vested on the date of the grant.
Signature
/s/ Brenda Santuccio, as Attorney-in-Fact|2026-02-23

Documents

1 file
  • 4
    wk-form4_1771882201.xmlPrimary

    FORM 4