Sarbaugh Keith 4
4 · Zoetis Inc. · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
Zoetis (ZTS) EVP Keith Sarbaugh Receives 773 RSUs; 154 Withheld
What Happened
- Keith Sarbaugh, Executive Vice President of Zoetis (ZTS), had restricted stock units (RSUs) convert into common stock on February 19, 2026. The filing shows conversions totaling 772.71 RSU-derived shares (386 + 386.71). Of those, 154 shares were withheld to satisfy tax withholding obligations at $127.28 per share, totaling $19,601. The conversion entries are reported as derivative exercises (code M) and the withholding is reported as tax payment (code F).
- This was not an open-market sale or purchase by the executive—it's the routine vesting/settlement of equity awards with shares withheld for taxes (a neutral/administrative event rather than a directional buy or sell signal).
Key Details
- Transaction date: February 19, 2026; Form 4 filed February 23, 2026 (within the standard two-business-day reporting window).
- Conversion: two derivative conversion entries totaling 772.71 RSU-based shares (reported as M). No per-share price is applicable for the RSU-to-share conversion (N/A).
- Tax withholding: 154 shares withheld (code F) at $127.28 per share = $19,601.
- Shares owned after transaction: Not specified in the reported excerpt.
- Footnotes: These shares arose from RSU awards granted under Zoetis’s equity plan; each RSU represents a contingent right to one share and vests per the stated grant schedules. The F code denotes shares withheld to cover tax obligations on vesting.
Context
- Code explanations: M = exercise or conversion of a derivative (here, RSU settlement into common stock); F = shares disposed/withheld to satisfy tax withholding. This was a settlement of awards, not a market sale—common for executive compensation events.
- For retail investors: such filings typically reflect routine vesting and tax withholding and do not necessarily indicate the insider’s view on the company’s stock.
Insider Transaction Report
Form 4
Zoetis Inc.ZTS
Sarbaugh Keith
Executive Vice President
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-19+386→ 2,496 total - Tax Payment
Common Stock
2026-02-19$127.28/sh−154$19,601→ 2,342 total - Exercise/Conversion
Restricted Stock Unit
[F2][F3][F1][F4][F5]2026-02-19−386.71→ 773 total→ Common Stock (386.71 underlying)
Holdings
- 2,674
Restricted Stock Unit
[F2][F3][F6][F5]→ Common Stock (2,674 underlying) - 120
Restricted Stock Unit
[F2][F3][F7][F5]→ Common Stock (120 underlying) - 1,528.017
Restricted Stock Unit
[F2][F3][F8][F5]→ Common Stock (1,528.017 underlying)
Footnotes (8)
- [F1]Acquisition of common stock upon vesting and settlement of restricted stock units (RSUs). Each RSU represents a right to receive one share of Zoetis Inc. common stock upon vesting of the RSU.
- [F2]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").
- [F3]Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.
- [F4]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 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.
- [F5]Not applicable.
- [F6]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.
- [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, 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.
- [F8]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.
Signature
/s/ Brenda Santuccio, as Attorney-in-Fact|2026-02-23