Zoetis Inc SEC Filings

Zoetis Inc. Executive Vice President Keith Sarbaugh reported an acquisition of derivative-based compensation tied to the company’s stock. On 01/09/2026, he acquired 149.604 phantom stock units under the Zoetis Supplemental Savings Plan at a reference value of $42.42 per unit, bringing his holdings in this plan-related instrument to 1,247.7606 phantom stock units held directly.

Each phantom stock unit represents a fraction of a phantom share of Zoetis common stock plus a small amount of cash-equivalent investments, which typically account for around 5% of the unit’s total value. The units are settled in cash following his separation from service, and their value is determined by the market value of Zoetis common stock together with the value of the cash-equivalent investments.

Zoetis Inc. Executive Vice President Kevin Esch reported an award of cash-settled phantom stock units linked to Zoetis common stock. On 01/09/2026, he acquired 100.6422 phantom stock units at a reference value of $42.42 per unit, bringing his total to 277.038 phantom stock units.

The units were acquired under the Zoetis Supplemental Savings Plan and will be settled in cash after his separation from service. Each phantom stock unit represents a fraction of a phantom share of Zoetis common stock plus a small portion of cash-equivalent investments, with the value determined by the market price of Zoetis stock and the value of those cash-equivalent holdings.

Zoetis Inc. Chief Financial Officer Joseph Wetteny reported acquiring 217.6054 phantom stock units on January 9, 2026 at a reference price of $42.42 per unit. After this transaction, he holds a total of 6,803.5995 phantom stock units in a company plan. These units were acquired under the Zoetis Supplemental Savings Plan and are designed to be settled in cash after his separation from service, rather than in actual Zoetis shares.

Each phantom stock unit represents a fraction of a phantom share of Zoetis common stock plus a small cash-equivalent component, which typically makes up around 5% of the unit’s total value. The value of the units is determined by the market value of Zoetis common stock together with the value of the cash-equivalent investments, so their value moves generally in line with the stock over time.

Zoetis Inc. Executive Vice President Rimma Driscoll reported an acquisition of 141.4427 phantom stock units on January 9, 2026. These units were credited at a reference value of $42.42 per unit under the Zoetis Supplemental Savings Plan, bringing her total phantom stock unit balance to 5,367.8047 units held as a direct interest. The phantom stock units are settled in cash after her separation from service, and their value is determined by the market value of Zoetis common stock plus a small portion in cash-equivalent investments, which typically represent around 5% of each unit’s total value.

Zoetis Inc. Executive Vice President Roxanne Lagano reported acquiring 190.4046 phantom stock units on January 9, 2026, at a transaction price of $42.42 per unit. Following this transaction, she beneficially owns 28,815.1316 phantom stock units.

The units were acquired under the Zoetis Supplemental Savings Plan and are settled in cash after her separation from service. Each phantom stock unit represents a fraction of a phantom share of Zoetis common stock plus cash-equivalent investments, which typically make up around 5% of the unit’s total value. The value of these units is determined by the market value of Zoetis common stock and the associated cash-equivalent investments.

Zoetis Inc. executive Julie Fuller reported a new grant of 190.4045 phantom stock units on January 9, 2026. The filing shows the units were acquired at a reference value of $42.42 per unit, bringing her total phantom stock unit balance to 578.0564 held directly.

These phantom stock units were acquired under the Zoetis Supplemental Savings Plan and are settled in cash after her separation from service. Each unit represents a fraction of a phantom share of Zoetis common stock plus a small cash-equivalent component, with the cash-equivalent investments typically around 5% of the unit’s total value. The value of the award therefore tracks the market value of Zoetis common stock together with the related cash-equivalent investments.

Zoetis Inc. reports insider share holdings for Executive Vice President Kevin Esch. As of the reporting date, he directly owns 267 shares of Zoetis common stock and indirectly holds 122.9323 common stock equivalents through the Zoetis Savings Plan, a 401(k) plan, as of December 31, 2025.

He also holds several equity awards: 772.2513, 306.1133, 86.8836 and 50.5137 restricted stock units that generally vest in thirds over three years from grant dates in 2023–2025, plus stock options on 1,181, 490, 545 and 391 shares at exercise prices of $156.64, $196.14, $162.07 and $201.3, typically vesting over three years and expiring ten years from grant. In addition, he holds 176.3958 phantom stock units under a supplemental savings plan that are settled in cash after separation from service.

The Vanguard Group has disclosed a significant ownership stake in Zoetis Inc. Vanguard reports beneficial ownership of 47,778,909 shares of Zoetis common stock, representing 10.84% of the outstanding class as of the reported date. Vanguard has no sole voting power over these shares but shares voting power over 2,768,187 shares. It reports sole dispositive power, meaning the ability to decide when to sell, over 43,395,509 shares and shared dispositive power over 4,383,400 shares.

The shares are held on behalf of Vanguard’s clients, including registered investment companies and other managed accounts, and no single other person has an interest in more than 5% of the class. Vanguard certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Zoetis.

Zoetis Inc. completed a private offering of $2.0 billion of 0.25% Convertible Senior Notes due 2029. The notes are senior unsecured, pay interest semiannually and are convertible into cash and, at Zoetis’ election, cash, shares or a combination based on an initial conversion rate of 6.7476 shares per $1,000 principal amount, equal to an initial conversion price of about $148.20 per share, a 22.5% premium to the last reported share price on December 15, 2025.

Zoetis expects net proceeds of about $1,969.6 million, allocating approximately $186.6 million to capped call transactions, about $248.0 million to repurchase roughly 2.1 million shares in concurrent private transactions, and about $1,535.0 million for additional share repurchases under its existing $6 billion authorization, which it expects to complete by no later than the first quarter of 2026.

The capped call agreements cover about 13.5 million shares, with strike and cap prices tied to the notes’ conversion economics, and are expected generally to reduce potential dilution or offset cash payments above principal if the notes are converted. Zoetis also obtained a waiver under its revolving credit facility that explicitly permits early conversions of the notes pursuant to their terms.