[Form 4] Zoetis Inc. Insider Trading Activity

Rhea-AI Filing Summary

Zoetis Inc. executive Ashton Nicholas reported routine equity activity tied to restricted stock units (RSUs). On February 6, 2026, 381 shares of common stock were acquired upon RSU vesting, with 200 shares withheld at $127.42 per share for taxes, leaving 1,275 shares directly owned. On February 8, 2026, 398 shares were acquired from additional RSU vesting, with 209 shares withheld at $127.42, resulting in 1,464 common shares held directly after these transactions. Nicholas also holds 2,250.4257 RSUs, each representing a contingent right to receive one Zoetis common share as they vest over multi‑year schedules.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ashton Nicholas

(Last) (First) (Middle)

C/O ZOETIS INC.

10 SYLVAN WAY

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Zoetis Inc. [ ZTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/06/2026		M		381	A	(1)	1,475	D
Common Stock	02/06/2026		F		200	D	$127.42	1,275	D
Common Stock	02/08/2026		M		398	A	(1)	1,673	D
Common Stock	02/08/2026		F		209	D	$127.42	1,464	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit(2)	(3)	02/06/2026		M			381.9937	(4)	(5)	Common Stock	381.9937	(1)	381	D
Restricted Stock Unit(2)	(3)	02/08/2026		M			398.7454	(6)	(5)	Common Stock	398.7454	(1)	0	D
Restricted Stock Unit(2)	(3)							(7)	(5)	Common Stock	2,250.4257		2,250.4257	D

Explanation of Responses:

1. 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.

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. Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.

4. 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.

5. Not applicable.

6. 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 8, 2023.

7. 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 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.

Remarks:

	/s/ Brenda Santuccio, as Attorney-in-Fact	02/10/2026
	** Signature of Reporting Person	Date
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 4 (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.

FAQ

What insider transactions did Zoetis (ZTS) executive Ashton Nicholas report?

Ashton Nicholas reported RSU-related transactions converting restricted stock units into Zoetis common shares on February 6 and 8, 2026. Shares were issued at no cost upon vesting, with a portion automatically withheld to cover tax obligations at a set share price.

How many Zoetis (ZTS) shares does Ashton Nicholas own after these Form 4 transactions?

After the reported transactions, Ashton Nicholas directly owns 1,464 Zoetis common shares. In addition, he holds 2,250.4257 restricted stock units, each representing a contingent right to receive one share of Zoetis common stock as vesting conditions are satisfied over time.

What prices were used for Zoetis (ZTS) tax withholding in Ashton Nicholas’s Form 4?

For both February 6 and February 8, 2026, Zoetis withheld shares from Ashton Nicholas at a price of $127.42 per share to cover tax liabilities. This withholding applied to 200 shares on February 6 and 209 shares on February 8, reducing the net shares delivered.

What are the vesting terms of Ashton Nicholas’s Zoetis (ZTS) restricted stock units?

The restricted stock units generally vest in three equal installments on the first, second, and third anniversaries of their respective grant dates. Vesting requires continued service and may accelerate upon certain specified events, after which each vested RSU settles into one Zoetis common share.

How many Zoetis (ZTS) RSUs vested for Ashton Nicholas in February 2026?

In February 2026, 381.9937 RSUs linked to a February 6, 2024 grant and 398.7454 RSUs linked to a February 8, 2023 grant vested and settled. These settlements delivered 381 and 398 Zoetis common shares, respectively, before share withholding for associated tax obligations.

Does Ashton Nicholas pay cash for the Zoetis (ZTS) shares received from RSU vesting?

No cash payment is required from Ashton Nicholas for shares delivered upon RSU vesting. The Form 4 shows a zero exercise price for the RSUs, with Zoetis instead withholding a portion of the vested shares at $127.42 per share to satisfy estimated tax obligations.