Sanjay Khosla 4
4 · Zoetis Inc. · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
Zoetis (ZTS) Director Sanjay Khosla Converts 1,619 RSUs to DSUs
What Happened
- Sanjay Khosla, a director of Zoetis Inc. (ZTS), had 1,619.333 restricted stock units (RSUs) vest on February 19, 2026. Instead of receiving shares, the vested RSUs were converted/settled into 1,619.333 deferred stock units (DSUs) under a voluntary deferral arrangement. No open‑market sale or cash purchase occurred (price reported as N/A).
Key Details
- Transaction date: February 19, 2026. Form 4 filed February 23, 2026 (timely — within required 2 business days).
- Reported entries: one conversion/exercise of a derivative (code M) for 1,619.333 shares (disposed) and one grant/acquisition (code A) for 1,619.333 shares (acquired) — reflecting RSUs vesting and conversion to DSUs.
- Shares/units held after transaction: total of approximately 11,620.8453 DSUs (10,001.5128 previously held + 1,619.3325 from this vesting).
- Footnotes: RSUs were granted under the Zoetis 2013 Equity & Incentive Plan; each RSU/DSU equals the right to one share. DSUs are fully vested, accrue dividend equivalents, and will be settled in Zoetis common stock upon the director’s separation from service (or certain change‑in‑control events) per the deferred compensation plan.
- No cash or market sale involved; price per share not applicable.
Context
- This is a routine vesting + deferral of director equity, not a buy or sell in the open market. DSUs are deferred compensation — they convert to actual shares only when the director leaves the board (or upon specified events), so this transaction does not signal an immediate change in Khosla’s market exposure to Zoetis stock.
Insider Transaction Report
Form 4
Zoetis Inc.ZTS
Sanjay Khosla
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
- 10,142.869
Deferred Stock Unit
[F9][F7][F10][F4]→ Common Stock (10,142.869 underlying) - 1,936
Restricted Stock Unit
[F1][F2][F11][F4]→ Common Stock (1,936 underlying)
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