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Zoetis (ZTS) EVP Abhay Nayak details options, RSUs and phantom units in Form 3

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Zoetis Inc. Executive Vice President Abhay U. Nayak filed an initial ownership report as he again became a Section 16 officer on June 15, 2026. The filing shows no directly held shares of Zoetis common stock but discloses multiple equity-based awards and deferred units tied to the stock price.

He holds phantom stock units under the Zoetis Supplemental Savings Plan linked to 1,508.7729 underlying shares of common stock, which will be settled in cash after separation from service. The report also lists stock options granted under Zoetis equity plans, including 8,106 options with a stated exercise price of $0.00 per share and additional option grants over several years with exercise prices such as $162.07, $196.14, $156.64 and $129.13 per share.

In addition, Nayak is reported to hold restricted stock units (RSUs) that each represent a contingent right to receive one share of Zoetis common stock. These RSUs, including blocks such as 1,902.1798 and 1,122.8284 underlying shares, generally vest in one-third installments on the first, second and third anniversaries of their respective grant dates, subject to continued service and certain earlier-vesting provisions.

Positive

  • None.

Negative

  • None.

Insights

Routine Form 3 showing Zoetis EVP’s option, RSU and phantom unit holdings, with no buy or sell activity.

The filing presents Executive Vice President Abhay U. Nayak’s current equity-linked position as he re-enters Section 16 status. It lists directly held derivatives and awards referencing Zoetis common stock, but no open-market purchases or sales. All transaction codes are effectively holdings rather than new trades.

The positions include stock options at exercise prices such as $162.07, $196.14, $156.64 and $129.13 per share, RSUs that each convert into one share, and phantom stock units under the Zoetis Supplemental Savings Plan. Vesting generally occurs over three years from grant dates like February 6, 2024 and February 18, 2026, conditioned on continued service.

Because this Form 3 summarizes existing and previously granted awards rather than showing new discretionary trades, it is best viewed as a disclosure of Nayak’s alignment with shareholders through equity incentives. There is no clear positive or negative trading signal; future Forms 4 would capture any actual purchases, sales or option exercises.

Insider Nayak Abhay U
Role Executive Vice President
Type Security Shares Price Value
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Stock Option -- -- --
holding Stock Option -- -- --
holding Stock Option -- -- --
holding Stock Option -- -- --
holding Stock Option -- -- --
holding Phantom Stock Unit -- -- --
holding No securities beneficially held -- -- --
Holdings After Transaction: Restricted Stock Unit — 1,122.828 shares (Direct, null); Stock Option — 4,423 shares (Direct, null); Phantom Stock Unit — 1,508.773 shares (Direct, null); No securities beneficially held — 0 shares (Direct, null)
Footnotes (1)
  1. The reporting person was a Section 16 officer of Zoetis Inc., in his capacity as Executive Vice President, from January 1, 2020 to October 31, 2022, and as a result filed a Form 3 on January 8, 2020, and filed his last Form 4 on October 11, 2022. The securities reported as beneficially owned in this Form 3 reflect unreported transactions that occurred between October 11, 2022 and June 15, 2026, the date on which the reporting person again became a Section 16 officer for Zoetis Inc. 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"). 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. Not applicable. Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock. 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, January 30, 2026; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events. 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. 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. Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan. One-third of each option will vest on the first, second and third anniversaries of the date of grant, February 18, 2026. Each option expires on the tenth anniversary of the date of grant. One-third of each option vests on the first, second and third anniversaries of the date of grant, February 19, 2025. One-third of each option vests on the first, second and third anniversaries of the date of grant, February 6, 2024. One-third of each option vested on the first, second and third anniversaries of the date of grant, February 8, 2023. Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan. Each option vested on the third anniversary of the date of grant. 1,147 options granted February 12, 2019 at an exercise price of $87.51 per option; 1,658 options granted February 11, 2020 at an exercise price of $144.03 per option; 2,478 options granted February 10, 2021 at an exercise price of $160.62 per option; and 2,823 options granted February 8, 2022 at an exercise price of $201.30 per option. These phantom stock units, which were acquired pursuant to the Zoetis Supplemental Savings Plan, are settled in cash following the reporting person's separation from service and may be transferred by the reporting person into an alternative investment fund at any time, provided Zoetis may limit the timing, frequency and permissibility of transfers from one investment fund to another at any time. Each phantom stock unit represents a fraction of a phantom share of Zoetis common stock, plus a small amount of cash-equivalent investments (the cash-equivalent investments typically represent around 5% of the total value of the phantom stock unit). Accordingly, the value of each phantom stock unit is determined by reference to the market value of Zoetis common stock and the value of the cash-equivalent investments.
Direct common shares held 0 shares Total common stock beneficially owned directly following report
Phantom stock underlying shares 1,508.7729 shares Underlying Zoetis common stock tied to phantom stock units
Stock options at $0.00 8,106 options Options referencing Zoetis common stock, $0.00 exercise price
Stock options at $162.07 3,314 options Options with $162.07 exercise price per share
Stock options at $196.14 2,830 options Options with $196.14 exercise price per share
Stock options at $156.64 3,590 options Options with $156.64 exercise price per share
Stock options at $129.13 4,423 options Options with $129.13 exercise price per share
Largest RSU block 1,902.1798 units Restricted stock units referencing Zoetis common stock
Section 16 officer regulatory
"The reporting person was a Section 16 officer of Zoetis Inc., in his capacity as Executive Vice President"
A Section 16 officer is a corporate executive who, under U.S. securities law, must publicly report their purchases and sales of the company’s stock and is subject to rules that can force them to return short-term trading profits. Think of them as an insider required to keep a public trading log so investors can see when executives are buying or selling; that transparency helps investors assess management’s confidence and reduces the risk of undisclosed insider trading.
restricted stock units financial
"Represents restricted stock units granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
phantom stock units financial
"These phantom stock units, which were acquired pursuant to the Zoetis Supplemental Savings Plan, are settled in cash"
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
Zoetis Supplemental Savings Plan financial
"These phantom stock units, which were acquired pursuant to the Zoetis Supplemental Savings Plan, are settled in cash"
Equity and Incentive Plan financial
"Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan"
dividend equivalent units financial
"Represents restricted stock units granted ... and dividend equivalent units automatically issued thereon"
Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.
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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Nayak Abhay U

(Last)(First)(Middle)
C/O ZOETIS INC.
10 SYLVAN WAY

(Street)
PARSIPPANY NEW JERSEY 07054

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2026
3. Issuer Name and Ticker or Trading Symbol
Zoetis Inc. [ ZTS ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive Vice President
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities beneficially held0D(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(2) (3) (4)Common Stock1,122.8284(5)D
Restricted Stock Unit(2) (6) (4)Common Stock1,902.1798(5)D
Restricted Stock Unit(2) (7) (4)Common Stock625.6906(5)D
Restricted Stock Unit(2) (8) (4)Common Stock253.0883(5)D
Stock Option(9) (10) (11)Common Stock4,423$129.13D
Stock Option(9) (12) (11)Common Stock3,590$156.64D
Stock Option(9) (13) (11)Common Stock2,830$196.14D
Stock Option(9) (14) (11)Common Stock3,314$162.07D
Stock Option(15) (16) (11)Common Stock8,106(17)D
Phantom Stock Unit(18) (18) (18)Common Stock1,508.7729(19)D
Explanation of Responses:
1. The reporting person was a Section 16 officer of Zoetis Inc., in his capacity as Executive Vice President, from January 1, 2020 to October 31, 2022, and as a result filed a Form 3 on January 8, 2020, and filed his last Form 4 on October 11, 2022. The securities reported as beneficially owned in this Form 3 reflect unreported transactions that occurred between October 11, 2022 and June 15, 2026, the date on which the reporting person again became a Section 16 officer for Zoetis Inc.
2. 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").
3. 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.
4. Not applicable.
5. Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.
6. 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, January 30, 2026; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.
7. 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.
8. 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.
9. Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan.
10. One-third of each option will vest on the first, second and third anniversaries of the date of grant, February 18, 2026.
11. Each option expires on the tenth anniversary of the date of grant.
12. One-third of each option vests on the first, second and third anniversaries of the date of grant, February 19, 2025.
13. One-third of each option vests on the first, second and third anniversaries of the date of grant, February 6, 2024.
14. One-third of each option vested on the first, second and third anniversaries of the date of grant, February 8, 2023.
15. Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan.
16. Each option vested on the third anniversary of the date of grant.
17. 1,147 options granted February 12, 2019 at an exercise price of $87.51 per option; 1,658 options granted February 11, 2020 at an exercise price of $144.03 per option; 2,478 options granted February 10, 2021 at an exercise price of $160.62 per option; and 2,823 options granted February 8, 2022 at an exercise price of $201.30 per option.
18. These phantom stock units, which were acquired pursuant to the Zoetis Supplemental Savings Plan, are settled in cash following the reporting person's separation from service and may be transferred by the reporting person into an alternative investment fund at any time, provided Zoetis may limit the timing, frequency and permissibility of transfers from one investment fund to another at any time.
19. Each phantom stock unit represents a fraction of a phantom share of Zoetis common stock, plus a small amount of cash-equivalent investments (the cash-equivalent investments typically represent around 5% of the total value of the phantom stock unit). Accordingly, the value of each phantom stock unit is determined by reference to the market value of Zoetis common stock and the value of the cash-equivalent investments.
Remarks:
/s/ Brenda Santuccio, as Attorney-in-Fact06/17/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Abhay Nayak’s Form 3 for Zoetis (ZTS) show about his stock ownership?

The Form 3 shows Abhay Nayak holds no directly owned Zoetis common shares but has stock options, restricted stock units and phantom stock units tied to Zoetis stock. These awards provide equity-based compensation rather than indicating recent open-market buying or selling activity.

Does the Zoetis (ZTS) Form 3 for Abhay Nayak report any insider stock purchases or sales?

The Form 3 does not report any insider purchases or sales of Zoetis common stock by Abhay Nayak. It is an initial ownership statement listing his existing equity awards and phantom stock units, all classified as holdings with no buy or sell transaction codes indicated.

What stock option awards are disclosed for Abhay Nayak in Zoetis (ZTS) Form 3?

The filing lists several stock option positions referencing Zoetis common stock, including 8,106 options at an exercise price of $0.00 and additional grants with exercise prices of $162.07, $196.14, $156.64 and $129.13 per share. These options were granted under Zoetis equity and incentive plans.

How do the restricted stock units (RSUs) in Zoetis (ZTS) Form 3 vest for Abhay Nayak?

The RSUs generally vest in one-third installments on the first, second and third anniversaries of their grant dates, such as February 6, 2024 or February 18, 2026. Each RSU converts into one share of Zoetis common stock, subject to Nayak’s continued service and certain earlier-vesting events.

What are the phantom stock units reported for Abhay Nayak in Zoetis (ZTS) Form 3?

The phantom stock units were acquired through the Zoetis Supplemental Savings Plan and reference 1,508.7729 underlying shares of Zoetis common stock. They are settled in cash after separation from service, with value based on Zoetis’ stock price plus a small cash-equivalent investment component.

Why did Abhay Nayak file a new Form 3 for Zoetis (ZTS) in 2026?

Footnotes explain Nayak was a Section 16 officer from January 1, 2020 to October 31, 2022, then again became a Section 16 officer on June 15, 2026. This Form 3 updates his beneficial ownership, reflecting unreported transactions and awards accumulated between October 11, 2022 and June 15, 2026.