DAMELIO FRANK A 4

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.