Zoetis (NYSE: ZTS) EVP receives cash-settled phantom stock unit award

Rhea-AI Filing Summary

Zoetis Inc. Executive Vice President Kevin Esch reported an award of cash-settled phantom stock units linked to Zoetis common stock. On 01/09/2026, he acquired 100.6422 phantom stock units at a reference value of $42.42 per unit, bringing his total to 277.038 phantom stock units.

The units were acquired under the Zoetis Supplemental Savings Plan and will be settled in cash after his separation from service. Each phantom stock unit represents a fraction of a phantom share of Zoetis common stock plus a small portion of cash-equivalent investments, with the value determined by the market price of Zoetis stock and the value of those cash-equivalent holdings.

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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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)
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		100.6422		(1)	(1)	Common Stock	33.5711	$42.42	277.038	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 Kevin Esch?

Zoetis Executive Vice President Kevin Esch reported the acquisition of 100.6422 phantom stock units on 01/09/2026 under the Zoetis Supplemental Savings Plan.

How many Zoetis (ZTS) phantom stock units does Kevin Esch hold after this transaction?

Following the reported transaction, Kevin Esch beneficially owns 277.038 phantom stock units tied to Zoetis common stock value.

How are the Zoetis (ZTS) phantom stock units for Kevin Esch settled?

The phantom stock units are settled in cash after Kevin Esch’s separation from service, rather than in actual Zoetis shares.

What determines the value of Kevin Esch’s Zoetis (ZTS) phantom stock units?

Each unit’s value is based on the market value of Zoetis common stock plus a small portion of cash-equivalent investments, which typically represent around 5% of the unit’s total value.

Can Zoetis (ZTS) phantom stock units be moved into other investments?

The reporting person may transfer phantom stock units into an alternative investment fund, although Zoetis may limit the timing, frequency, and permissibility of such transfers.

What was the reference price for the Zoetis (ZTS) phantom stock units awarded to Kevin Esch?

The phantom stock units acquired on 01/09/2026 had a reference value of $42.42 per unit, as disclosed in the transaction details.