Zoetis Inc.·4

Feb 23, 4:31 PM ET

Ashton Nicholas 4

4 · Zoetis Inc. · Filed Feb 23, 2026

Research Summary

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Updated

Zoetis (ZTS) EVP Ashton Nicholas Receives RSUs; 392 Shares Withheld

What Happened
Ashton Nicholas, Executive Vice President of Zoetis (ZTS), had restricted stock units (RSUs) vest/settle on February 19, 2026. The filing shows conversion/settlement of RSU-derived interests totaling about 1,500.426 shares (two derivative settlement entries: 750 and 750.426 shares). To cover tax withholding, 392 shares were withheld/paid at an effective price of $127.28 per share, generating $49,894 in tax withholding proceeds. The transactions were reported on a Form 4 filed February 23, 2026.

Key Details

  • Transaction date: February 19, 2026; Form 4 filed February 23, 2026 (within the reporting window).
  • Derivative/settlement entries: 750 shares acquired and 750.426 shares converted/settled (reported as derivative exercises/conversions).
  • Tax/payment withholding: 392 shares withheld/disposed at $127.28 per share = $49,894 (code F: tax withholding/payment).
  • Shares owned after the transactions: not specified in the provided filing text.
  • Footnotes: Transactions reflect vesting/settlement of RSUs granted under the Zoetis Amended and Restated 2013 Equity and Incentive Plan; RSUs represent rights to one share each and typically vest one‑third annually (see grant dates referenced: Feb 6, 2024; Feb 19, 2025; Feb 18, 2026).
  • No indication of an open‑market sale beyond shares withheld for taxes (this is standard tax withholding, not a discretionary sale).

Context
These transactions reflect routine RSU vesting and tax withholding (common compensation mechanics for executives). The RSUs were converted/settled into shares, and a portion was withheld to satisfy tax obligations (cashless withholding). This is not an active, discretionary sale by the insider; it does not, by itself, indicate a change in the insider’s investment stance.

Insider Transaction Report

Form 4
Period: 2026-02-19
Ashton Nicholas
Executive Vice President
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-19+7502,214 total
  • Tax Payment

    Common Stock

    2026-02-19$127.28/sh392$49,8941,822 total
  • Exercise/Conversion

    Restricted Stock Unit

    [F2][F3][F1][F4][F5]
    2026-02-19750.4261,500 total
    Common Stock (750.426 underlying)
Holdings
  • Restricted Stock Unit

    [F2][F3][F6][F5]
    Common Stock (4,148 underlying)
    4,148
  • Restricted Stock Unit

    [F2][F3][F7][F5]
    Common Stock (381 underlying)
    381
Footnotes (7)
  • [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.
Signature
/s/ Brenda Santuccio, as Attorney-in-Fact|2026-02-23

Documents

1 file
  • 4
    wk-form4_1771882279.xmlPrimary

    FORM 4