Sanjay Khosla 4

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.