Zoetis Inc. (ZTS) · Initial Holdings (Form 3) SEC Filing

=== SEC Form 3 — Statement of Changes in Beneficial Ownership === Document Type: 3 Period of Report: 2026-06-15 --- Issuer --- Name: Zoetis Inc. (ZTS) CIK: 0001555280 --- Reporting Owner --- Name: Nayak Abhay U CIK: 0001797754 Role: Officer (Executive Vice President) --- Holdings --- [Holding #1] Security: No securities beneficially held Ownership: D (Direct) Footnotes: [F1] The reporting person was a Section 16 officer of Zoetis Inc., in his capacity as Executive Vice President, from January 1, 2020 to October 31, 2022, and as a result filed a Form 3 on January 8, 2020, and filed his last Form 4 on October 11, 2022. The securities reported as beneficially owned in this Form 3 reflect unreported transactions that occurred between October 11, 2022 and June 15, 2026, the date on which the reporting person again became a Section 16 officer for Zoetis Inc. [Holding #2] Security: Restricted Stock Unit Ownership: D (Direct) Footnotes: [F2] 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"). [F5] Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock. [F3] 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. [F4] Not applicable. [Holding #3] Security: Restricted Stock Unit Ownership: D (Direct) Footnotes: [F2] 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"). [F5] Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock. [F6] 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, January 30, 2026; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events. [F4] Not applicable. [Holding #4] Security: Restricted Stock Unit Ownership: D (Direct) Footnotes: [F2] 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"). [F5] Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock. [F7] 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. [F4] Not applicable. [Holding #5] Security: Restricted Stock Unit Ownership: D (Direct) Footnotes: [F2] 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"). [F5] Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock. [F8] 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. [F4] Not applicable. [Holding #6] Security: Stock Option Ownership: D (Direct) Footnotes: [F9] Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan. [F10] One-third of each option will vest on the first, second and third anniversaries of the date of grant, February 18, 2026. [F11] Each option expires on the tenth anniversary of the date of grant. [Holding #7] Security: Stock Option Ownership: D (Direct) Footnotes: [F9] Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan. [F12] One-third of each option vests on the first, second and third anniversaries of the date of grant, February 19, 2025. [F11] Each option expires on the tenth anniversary of the date of grant. [Holding #8] Security: Stock Option Ownership: D (Direct) Footnotes: [F9] Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan. [F13] One-third of each option vests on the first, second and third anniversaries of the date of grant, February 6, 2024. [F11] Each option expires on the tenth anniversary of the date of grant. [Holding #9] Security: Stock Option Ownership: D (Direct) Footnotes: [F9] Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan. [F14] One-third of each option vested on the first, second and third anniversaries of the date of grant, February 8, 2023. [F11] Each option expires on the tenth anniversary of the date of grant. [Holding #10] Security: Stock Option Ownership: D (Direct) Footnotes: [F15] Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan. [F17] 1,147 options granted February 12, 2019 at an exercise price of $87.51 per option; 1,658 options granted February 11, 2020 at an exercise price of $144.03 per option; 2,478 options granted February 10, 2021 at an exercise price of $160.62 per option; and 2,823 options granted February 8, 2022 at an exercise price of $201.30 per option. [F16] Each option vested on the third anniversary of the date of grant. [F11] Each option expires on the tenth anniversary of the date of grant. [Holding #11] Security: Phantom Stock Unit Ownership: D (Direct) Footnotes: [F18] 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. [F19] 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. [F18] 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. [F18] 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. --- Footnotes (Complete Index) --- F1: The reporting person was a Section 16 officer of Zoetis Inc., in his capacity as Executive Vice President, from January 1, 2020 to October 31, 2022, and as a result filed a Form 3 on January 8, 2020, and filed his last Form 4 on October 11, 2022. The securities reported as beneficially owned in this Form 3 reflect unreported transactions that occurred between October 11, 2022 and June 15, 2026, the date on which the reporting person again became a Section 16 officer for Zoetis Inc. F10: One-third of each option will vest on the first, second and third anniversaries of the date of grant, February 18, 2026. F11: Each option expires on the tenth anniversary of the date of grant. F12: One-third of each option vests on the first, second and third anniversaries of the date of grant, February 19, 2025. F13: One-third of each option vests on the first, second and third anniversaries of the date of grant, February 6, 2024. F14: One-third of each option vested on the first, second and third anniversaries of the date of grant, February 8, 2023. F15: Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan. F16: Each option vested on the third anniversary of the date of grant. F17: 1,147 options granted February 12, 2019 at an exercise price of $87.51 per option; 1,658 options granted February 11, 2020 at an exercise price of $144.03 per option; 2,478 options granted February 10, 2021 at an exercise price of $160.62 per option; and 2,823 options granted February 8, 2022 at an exercise price of $201.30 per option. F18: 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. F19: 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. F2: 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"). F3: 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. F4: Not applicable. F5: Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock. F6: 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, January 30, 2026; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events. F7: 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. F8: 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. F9: Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan. --- Signature --- /s/ /s/ Brenda Santuccio, as Attorney-in-Fact (2026-06-17)