Norden Gregory 4

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.