Zoetis (NYSE: ZTS) EVP Esch gains stock from RSU vesting, disposes shares

Rhea-AI Filing Summary

Zoetis Inc. executive Kevin Esch reported routine equity compensation activity. On February 6 and 8, 2026, he acquired 43 and 50 shares of Zoetis common stock, respectively, through the vesting and settlement of restricted stock units.

On those same dates, he disposed of 15 and 18 shares of common stock at $127.42 per share. Following these transactions, he directly held 327 shares of Zoetis common stock and indirectly held 122.9323 common stock equivalents in the Zoetis Savings Plan, a 401(k) plan, as of December 31, 2025. He also reported outstanding restricted stock units covering 44, 307.4298 and 775.5724 shares of common stock, subject to multi‑year vesting schedules tied to continued service.

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

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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^*

Esch Kevin

(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		43	A	(1)	310	D
Common Stock	02/06/2026		F		15	D	$127.42	295	D
Common Stock	02/08/2026		M		50	A	(1)	345	D
Common Stock	02/08/2026		F		18	D	$127.42	327	D
Common Stock								122.9323(2)	I	401(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit(3)	(4)	02/06/2026		M			43.2572	(5)	(6)	Common Stock	43.2572	(1)	44	D
Restricted Stock Unit(3)	(4)	02/08/2026		M			50.7309	(7)	(6)	Common Stock	50.7309	(1)	0	D
Restricted Stock Unit(3)	(4)							(8)	(6)	Common Stock	307.4298		307.4298	D
Restricted Stock Unit(3)	(4)							(9)	(6)	Common Stock	775.5724		775.5724	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 the common stock equivalents held in the Zoetis Inc. Savings Plan, a 401(k) plan, as of December 31, 2025.

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, 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.

6. Not applicable.

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 8, 2023.

8. 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.

9. 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, 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.

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).
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FAQ

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

Kevin Esch reported equity compensation-related transactions in Zoetis common stock. On February 6 and 8, 2026, he acquired 43 and 50 shares through restricted stock unit vesting and disposed of 15 and 18 shares at $127.42 per share, reflecting standard settlement activity.

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

After the reported transactions, Kevin Esch directly held 327 shares of Zoetis common stock. In addition, he indirectly held 122.9323 common stock equivalents through the Zoetis Savings Plan, a 401(k) plan, as of December 31, 2025, plus multiple tranches of unvested restricted stock units.

What restricted stock unit (RSU) grants does Kevin Esch have at Zoetis (ZTS)?

Kevin Esch reported several RSU positions tied to Zoetis common stock. These include 44, 307.4298 and 775.5724 shares underlying RSUs. The units generally vest in one‑third installments on the first, second and third anniversaries of grant dates in 2023, 2024 and 2025, subject to continued service.

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

His restricted stock units typically vest in three equal annual installments. One‑third vests on each of the first, second and third anniversaries of the grant dates—February 8, 2023, February 6, 2024, February 19, 2025 and April 30, 2025—subject to continued service and certain specified events.

What is the role of the Zoetis Savings Plan in Kevin Esch’s holdings?

The Zoetis Savings Plan, a 401(k) plan, holds common stock equivalents for Kevin Esch. As of December 31, 2025, he reported 122.9323 Zoetis common stock equivalents in this plan, which are separate from his directly held shares and his outstanding restricted stock units.

What position does Kevin Esch hold at Zoetis (ZTS) according to the Form 4?

According to the Form 4, Kevin Esch serves as an officer of Zoetis with the title of Executive Vice President. He is not listed as a director or 10% owner, and the reported transactions reflect his equity compensation and related common stock activity.