Zoetis (ZTS) EVP Keith Sarbaugh receives cash-settled phantom stock units

Rhea-AI Filing Summary

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.

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
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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 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)
01/09/2026

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

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
Phantom Stock Unit(1)	(2)	01/09/2026		A		149.604		(1)	(1)	Common Stock	49.9033	$42.42	1,247.7606	D

Explanation of Responses:

1. 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.

2. 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-Fact	01/12/2026
	** 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 transaction did Zoetis (ZTS) report for Keith Sarbaugh?

Zoetis reported that Executive Vice President Keith Sarbaugh acquired 149.604 phantom stock units on 01/09/2026 under the Zoetis Supplemental Savings Plan.

How many phantom stock units does Keith Sarbaugh hold after this transaction at Zoetis (ZTS)?

Following the reported transaction, Keith Sarbaugh directly holds 1,247.7606 phantom stock units linked to Zoetis common stock and cash-equivalent investments.

What is the reference price for the phantom stock units acquired by the Zoetis (ZTS) executive?

The 149.604 phantom stock units acquired by Keith Sarbaugh were reported at a reference value of $42.42 per unit.

How are the Zoetis (ZTS) phantom stock units settled for Keith Sarbaugh?

The phantom stock units acquired under the Zoetis Supplemental Savings Plan are settled in cash after Keith Sarbaugh’s separation from service.

What do Zoetis (ZTS) phantom stock units represent for this executive award?

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 comprise around 5% of the unit’s total value.

Does the Zoetis (ZTS) executive have flexibility to move these phantom stock units?

According to the plan terms, Keith Sarbaugh may transfer the phantom stock units into an alternative investment fund at any time, although Zoetis may limit the timing, frequency and permissibility of such transfers.