Zoetis Inc.·4

Feb 23, 4:31 PM ET

MCCALLISTER MICHAEL B 4

4 · Zoetis Inc. · Filed Feb 23, 2026

Research Summary

AI-generated summary of this filing

Updated

Zoetis Director Michael McCallister Receives RSUs, Sells 413 Shares

What Happened
Michael B. McCallister, a director of Zoetis Inc. (ZTS), had restricted stock units (RSUs) vest and convert into shares on February 19, 2026. The filing reports an acquisition (conversion) of 1,619 RSU-based shares (code M). To satisfy tax withholding, 413 of those shares were disposed (code J) to the company at $127.28 per share for proceeds of $52,567. The report also lists a related conversion/disposition of 1,619.333 RSU/derivative units (code M) per the filing footnotes.

Key Details

  • Transaction date: February 19, 2026; Form filed February 23, 2026.
  • Reported transactions: conversion/acquisition of 1,619 shares (code M); disposition of 413 shares at $127.28 (code J) for $52,567; a related conversion/disposition of 1,619.333 derivative units (code M).
  • Price per share for the disposition: $127.28. Total reported cash from that disposition: $52,567.
  • Footnotes: transactions reflect RSU vesting/settlement under Zoetis’s equity plan, and the 413-share disposition is a company withholding/surrender to cover taxes (see F1–F2, F5–F9).
  • Shares are held in family and revocable trusts for the reporting person and spouse (see F3–F4).
  • The filing does not indicate a standard open‑market sale by the insider — the sale was a withholding/surrender to the company tied to RSU settlement.

Context

  • These transactions are a routine RSU vesting and tax-withholding event, not necessarily an indication of the director buying or actively selling stock in the open market.
  • Code M indicates conversion/exercise of derivative units (here, RSUs converting into common shares); code J indicates other acquisition/disposition (here, surrender/withholding for taxes).
  • For retail investors: purchases or open-market buys by insiders are often more meaningful as bullish signals; withholding-surrenders at vesting are standard administrative actions.

Insider Transaction Report

Form 4
Period: 2026-02-19
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-19+1,6191,622 total
  • Other

    Common Stock

    [F2]
    2026-02-19$127.28/sh413$52,5671,209 total
  • Exercise/Conversion

    Restricted Stock Unit

    [F5][F6][F1][F7][F8]
    2026-02-191,619.3330 total
    Common Stock (1,619.333 underlying)
Holdings
  • Common Stock

    [F3]
    (indirect: By Trust)
    21,524
  • Common Stock

    [F4]
    (indirect: By Trust)
    6,160
  • Restricted Stock Unit

    [F5][F6][F9][F8]
    Common Stock (1,936 underlying)
    1,936
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]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]Shares held in the Michael and Charlene McCallister Family Trust DTD 11/14/2014 Charlene G. McCallister & Mr. Michael B McCallister, TTEEs, for the benefit of the reporting person and the reporting person's spouse.
  • [F4]Shares held in the Charlene McCallister Revocable Trust of which the reporting person's spouse is a settlor, trustee and a beneficiary.
  • [F5]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").
  • [F6]Each restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock.
  • [F7]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.
  • [F8]Not applicable.
  • [F9]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

Documents

1 file
  • 4
    wk-form4_1771882316.xmlPrimary

    FORM 4