Zoetis (ZTS) EVP nets common shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

Zoetis Inc. Executive Vice President Keith Sarbaugh reported routine equity compensation activity involving restricted stock units. On March 31, 2026, 1,528.0167 restricted stock units vested and were settled into 1,528 shares of Zoetis common stock, reflecting an exercise or conversion of derivative securities.

To cover tax obligations related to this vesting, 524 common shares were withheld at a price of $118.21 per share, classified as a tax-withholding disposition rather than an open-market sale. After these transactions, Sarbaugh directly held 3,346 shares of Zoetis common stock, along with remaining restricted stock units representing 2,674, 773 and 120 underlying common shares that will vest over future anniversaries if service conditions are met.

Insider Trade Summary

1,528.017 shares exercised/converted

Mixed 6 txns

Insider Sarbaugh Keith

Role Executive Vice President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	1,528.017	$0.00	--
Exercise	Common Stock	1,528	$0.00	--
Tax Withholding	Common Stock	524	$118.21	$62K
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--
holding	Restricted Stock Unit	--	--	--

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 3,870 shares (Direct)

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 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, March 31, 2023. 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.

Key Figures

RSUs vested: 1,528.0167 units Common shares acquired: 1,528 shares Shares withheld for tax: 524 shares +5 more

8 metrics

RSUs vested 1,528.0167 units Restricted stock units converted to common stock on March 31, 2026

Common shares acquired 1,528 shares Shares received upon RSU vesting and settlement

Shares withheld for tax 524 shares Tax-withholding disposition at $118.21 per share

Tax withholding price $118.21 per share Price applied to 524 shares withheld for taxes

Common shares after transaction 3,346 shares Direct Zoetis common stock holdings following March 31, 2026 activity

Remaining RSUs (grant 1) 2,674 underlying shares Restricted stock units outstanding, subject to future vesting

Remaining RSUs (grant 2) 773 underlying shares Additional restricted stock units outstanding

Remaining RSUs (grant 3) 120 underlying shares Additional restricted stock units outstanding

Key Terms

Restricted Stock Unit, dividend equivalent units, tax-withholding disposition, Equity and Incentive Plan, +1 more

5 terms

Restricted Stock Unit financial

"Acquisition of common stock upon vesting and settlement of restricted stock units (RSUs)."

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.

dividend equivalent units financial

"dividend equivalent units automatically issued thereon (each an "RSU" and collectively, "RSUs")."

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.

Equity and Incentive Plan financial

"restricted stock units granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan"

contingent right financial

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

Form 4 Insider Transactions: What Each Field Means →

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

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^*

Sarbaugh Keith

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/31/2026		M		1,528	A	(1)	3,870	D
Common Stock	03/31/2026		F		524	D	$118.21	3,346	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)	03/31/2026		M			1,528.0167	(4)	(5)	Common Stock	1,528.0167	(1)	0	D
Restricted Stock Unit(2)	(3)							(6)	(5)	Common Stock	2,674		2,674	D
Restricted Stock Unit(2)	(3)							(7)	(5)	Common Stock	773		773	D
Restricted Stock Unit(2)	(3)							(8)	(5)	Common Stock	120		120	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, March 31, 2023.

5. Not applicable.

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, 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.

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.

Remarks:

	/s/ Brenda Santuccio, as Attorney-in-Fact	04/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Zoetis (ZTS) Executive Vice President Keith Sarbaugh report?

Keith Sarbaugh reported vesting of restricted stock units that converted into 1,528 shares of Zoetis common stock. These transactions reflect routine equity compensation rather than discretionary open-market trading, as the shares were received upon RSU vesting under the company’s equity and incentive plan.

How many Zoetis (ZTS) shares did Keith Sarbaugh receive from RSU vesting?

Sarbaugh received 1,528 shares of Zoetis common stock upon vesting and settlement of 1,528.0167 restricted stock units. Each RSU represents the right to receive one share of common stock once the specified vesting conditions and anniversaries are satisfied under the plan.

Why were 524 Zoetis (ZTS) shares disposed of in Keith Sarbaugh’s Form 4?

The Form 4 shows 524 shares of Zoetis common stock disposed of at $118.21 per share to satisfy tax obligations. This is coded as a tax-withholding disposition, meaning shares were withheld for taxes rather than sold in an open-market transaction initiated by the executive.

How many Zoetis (ZTS) shares does Keith Sarbaugh hold after these transactions?

After the RSU vesting and related tax-withholding disposition, Sarbaugh directly holds 3,346 shares of Zoetis common stock. This figure reflects his updated equity position in the company’s stock as reported following the March 31, 2026 transactions disclosed in the filing.

What restricted stock units remain outstanding for Zoetis (ZTS) Executive Vice President Keith Sarbaugh?

Sarbaugh retains restricted stock units tied to 2,674, 773 and 120 underlying Zoetis common shares. These RSUs generally vest in one-third increments on the first, second and third anniversaries of their grant dates, subject to continued service and certain acceleration provisions.

How do Zoetis (ZTS) RSUs held by Keith Sarbaugh vest over time?

The RSUs typically vest in three equal annual installments on the first, second and third anniversaries of grant dates such as March 31, 2023, February 6, 2024, February 19, 2025 and February 18, 2026. Vesting remains subject to continued service and specified earlier-vesting events.