STOCK TITAN

Zoetis (ZTS) EVP Kevin Esch exercises RSUs and withholds shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Zoetis Inc. Executive Vice President Kevin Esch reported routine equity compensation activity. On April 30, 2026, he exercised restricted stock units to acquire 259 shares of Zoetis common stock at an exercise price of $0.00 per share. To cover tax obligations, 75 shares of common stock were disposed of at $114.97 per share as a tax-withholding transaction, not an open-market sale. Following these transactions, he directly holds 578 shares of common stock and indirectly holds 124.4082 common stock equivalents in the Zoetis Savings Plan, a 401(k) plan. He also continues to hold RSUs covering 44.1900, 205.8853 and 4043.3874 underlying shares of Zoetis common stock that will vest in stages on specified future anniversaries, subject to continued service.

Positive

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Insider Esch Kevin
Role Executive Vice President
Type Security Shares Price Value
Exercise Restricted Stock Unit 259.922 $0.00 --
Exercise Common Stock 259 $0.00 --
Tax Withholding Common Stock 75 $114.97 $9K
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Restricted Stock Unit -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 519 shares (Direct, null); Common Stock — 653 shares (Direct, null); Common Stock — 124.408 shares (Indirect, 401(k))
Footnotes (1)
  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. Represents the common stock equivalents held in the Zoetis Inc. Savings Plan, a 401(k) plan, as of March 31, 2026. 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"). Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock. 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, April 30, 2025; 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. 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. 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.
RSU exercise shares 259 shares Common stock acquired upon RSU vesting and settlement on April 30, 2026
Tax-withholding shares 75 shares at $114.97 Shares delivered to satisfy tax liability on April 30, 2026
Direct common stock holding 578 shares Total Zoetis common shares held directly after transactions
401(k) common stock equivalents 124.4082 units Zoetis Savings Plan holdings as of March 31, 2026
RSUs underlying shares (grant 1) 44.1900 shares Restricted stock units representing Zoetis common stock
RSUs underlying shares (grant 2) 205.8853 shares Restricted stock units representing Zoetis common stock
RSUs underlying shares (grant 3) 4043.3874 shares Restricted stock units representing Zoetis common stock
Restricted Stock Unit financial
"Represents restricted stock units granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Zoetis Inc. Savings Plan financial
"Represents the common stock equivalents held in the Zoetis Inc. Savings Plan, a 401(k) plan"
dividend equivalent units financial
"and dividend equivalent units automatically issued thereon (each an "RSU" and collectively, "RSUs")"
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Esch Kevin

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

(Street)
PARSIPPANY NEW JERSEY 07054

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Zoetis Inc. [ ZTS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive Vice President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/30/2026M259A(1)653D
Common Stock04/30/2026F75D$114.97578D
Common Stock124.4082(2)I401(k)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(3)(4)04/30/2026M259.9219 (5) (6)Common Stock259.9219(1)519D
Restricted Stock Unit(3)(4) (7) (6)Common Stock4,043.38744,043.3874D
Restricted Stock Unit(3)(4) (8) (6)Common Stock205.8853205.8853D
Restricted Stock Unit(3)(4) (9) (6)Common Stock44.1944.19D
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 the common stock equivalents held in the Zoetis Inc. Savings Plan, a 401(k) plan, as of March 31, 2026.
3. 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").
4. Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.
5. 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, April 30, 2025; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.
6. Not applicable.
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 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.
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 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.
9. 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.
Remarks:
/s/ Brenda Santuccio, as Attorney-in-Fact05/01/2026
** 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 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Zoetis (ZTS) executive Kevin Esch report?

Kevin Esch reported exercising restricted stock units to acquire 259 Zoetis common shares and a related tax-withholding disposition of 75 shares at $114.97. These events reflect routine equity compensation activity rather than discretionary open-market buying or selling.

How many Zoetis (ZTS) shares does Kevin Esch hold after this Form 4?

After these transactions, Kevin Esch directly holds 578 shares of Zoetis common stock and indirectly holds 124.4082 common stock equivalents in the Zoetis Savings Plan (401(k)), as of March 31, 2026, according to the reported holdings.

What RSU holdings does Zoetis (ZTS) executive Kevin Esch report?

Kevin Esch holds restricted stock units representing 44.1900, 205.8853 and 4043.3874 underlying Zoetis common shares. Each RSU represents a contingent right to receive one Zoetis common share, generally vesting in one‑third increments on specified grant anniversaries.

Is the 75-share Zoetis (ZTS) disposition by Kevin Esch an open-market sale?

No. The 75-share disposition at $114.97 is described as a tax-withholding transaction to pay exercise price or tax liability by delivering shares. It is not characterized as a discretionary open-market sale in the disclosure.

How do Kevin Esch’s Zoetis (ZTS) RSUs vest over time?

Footnotes state that one-third of each RSU grant vests and settles in Zoetis common shares on the first, second and third anniversaries of grant dates such as April 30, 2025, February 18, 2026, February 19, 2025 and February 6, 2024, subject to continued service.