Norden Gregory 4

4 · Zoetis Inc. · Filed Feb 23, 2026

AI-generated summary of this filing

Updated Feb 23, 2026

Zoetis (ZTS) Director Norden Gregory Receives RSUs, Sells Shares

What Happened

Norden Gregory, a director of Zoetis Inc. (ZTS), had restricted stock units (RSUs) vest and be settled into common shares on Feb 19, 2026. The filing shows the acquisition/settlement of 1,619 shares upon vesting (reported as a conversion/exercise of a derivative).
On the same date he disposed of 406 shares to the company for cash at $127.28 per share, generating $51,676 (a routine sell-to-cover to satisfy tax withholding). The filing also shows a related derivative conversion/disposition entry (1,619.333 shares) tied to the RSU settlement.

Key Details

Transaction date(s): Feb 19, 2026 (reported on Form 4 filed Feb 23, 2026). The Feb 23 filing is 4 days after the transaction date and appears to be later than the typical 2-business-day Form 4 deadline.
Price(s) and value: 406 shares sold at $127.28 each for $51,676 (cash received). Acquisition price for vested RSUs is not applicable (RSUs settle into shares).
Shares after transaction: Not specified in the provided excerpt of the filing.
Notable footnotes from the filing:
- F1/F4/F3: Shares were acquired upon vesting and settlement of RSUs granted under Zoetis’ equity plan; each RSU represents a right to one share.
- F2: The 406-share disposition was a sale of shares back to the company for cash based on the closing price on the vesting date (i.e., sell-to-cover for tax withholding).
- F7: The RSUs were subject to a scheduled vesting on the first anniversary of the grant date (vesting mechanics described in the filing).
Transaction codes: M entries denote exercise/conversion of a derivative (RSU settlement); J denotes other acquisition/disposition (sell-to-cover).

Context

These transactions reflect routine RSU vesting and tax-withholding activity rather than an open-market investment decision. When RSUs vest they are typically converted into shares and a portion is often surrendered or sold to cover taxes ("sell-to-cover"), which appears to be the case here.
The presence of derivative exercise/conversion entries simply records the RSU settlement into shares. No 10% owner, gift, or open-market purchase is indicated.

Form 4

Period: 2026-02-19

Director

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-19+1,619→ 1,619 total
Other
Common Stock
[F2]
2026-02-19$127.28/sh−406$51,676→ 1,213 total
Exercise/Conversion
Restricted Stock Unit
[F3][F4][F1][F5][F6]
2026-02-19−1,619.333→ 0 total
→ Common Stock (1,619.333 underlying)

Holdings

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]Disposition of shares to the Company in exchange for cash based on the closing share price of Zoetis Inc. common stock as of the vesting date.
[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 restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock.
[F5]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.
[F6]Not applicable.
[F7]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.

Signature

/s/ Brenda Santuccio, as Attorney-in-Fact|2026-02-23

1 file