Esch Kevin 4
4 · Zoetis Inc. · Filed Feb 23, 2026
Research Summary
AI-generated summary of this filing
Zoetis (ZTS) EVP Kevin Esch Receives RSUs; Shares Withheld for Taxes
What Happened
- Kevin Esch, Executive Vice President of Zoetis (ZTS), had RSUs convert into common stock on Feb 19, 2026. The filing shows 102 shares acquired upon vesting (conversion of RSU derivatives) and 35 shares surrendered to satisfy tax withholding at $127.28 per share (total $4,455). Based on the $127.28 per-share figure used for withholding, the 102 vested shares were worth roughly $12,983 and the net shares retained are about 67 (≈ $8,528).
- This was a compensation vesting event (award settlement), not an open‑market purchase or voluntary sale.
Key Details
- Transaction date: February 19, 2026.
- Actions reported: conversion/exercise of derivative (RSU) resulting in 102 shares acquired; the underlying derivative position (≈102.43 units) was canceled; 35 shares were withheld/disposed to cover taxes at $127.28 each (total $4,455).
- Shares owned after the transaction: Not specified in the provided excerpt of the filing.
- Relevant footnotes: F1/F3/F4 describe these as restricted stock units (RSUs) that convert to one share each on vesting; F5 indicates this tranche vests on the first anniversary of the Feb 19, 2025 grant (consistent with a scheduled vesting).
- Filing timeliness: Report filed Feb 23, 2026 for the Feb 19 transaction — appears to be within the standard two-business-day Form 4 deadline.
Context
- Simple explanation: This was an RSU vest/settlement. The derivative RSUs were converted into shares and some of those shares were automatically surrendered (withheld) to cover taxes. That withholding is routine and does not signal a discretionary sale by the insider.
- Takeaway for investors: This is a standard compensation event (receipt of shares from RSU vesting). Purchases (which can be seen as stronger insider confidence signals) did not occur here; no open‑market sale by the insider was reported.
Insider Transaction Report
Form 4
Zoetis Inc.ZTS
Esch Kevin
Executive Vice President
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-19+102→ 429 total - Tax Payment
Common Stock
2026-02-19$127.28/sh−35$4,455→ 394 total - Exercise/Conversion
Restricted Stock Unit
[F3][F4][F1][F5][F6]2026-02-19−102.43→ 205 total→ Common Stock (102.43 underlying)
Holdings
- 122.932(indirect: By 401(k))
Common Stock
[F2] - 4,026
Restricted Stock Unit
[F3][F4][F7][F6]→ Common Stock (4,026 underlying) - 775.572
Restricted Stock Unit
[F3][F4][F8][F6]→ Common Stock (775.572 underlying) - 44
Restricted Stock Unit
[F3][F4][F9][F6]→ Common Stock (44 underlying)
Footnotes (9)
- [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 the common stock equivalents held in the Zoetis Inc. Savings Plan, a 401(k) plan, as of December 31, 2025.
- [F3]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").
- [F4]Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.
- [F5]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.
- [F6]Not applicable.
- [F7]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.
- [F8]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, April 30, 2025; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.
- [F9]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.
Signature
/s/ Brenda Santuccio, as Attorney-in-Fact|2026-02-23