01/09/2026 | Press release | Distributed by Public on 01/09/2026 06:48
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| 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 control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Unit(2) | (3) | (4) | Common Stock | 772.2513 | (5) | D | |
| Restricted Stock Unit(2) | (6) | (4) | Common Stock | 306.1133 | (5) | D | |
| Restricted Stock Unit(2) | (7) | (4) | Common Stock | 86.8836 | (5) | D | |
| Restricted Stock Unit(2) | (8) | (4) | Common Stock | 50.5137 | (5) | D | |
| Stock Option(9) | (10) | (11) | Common Stock | 1,181 | $156.64 | D | |
| Stock Option(9) | (12) | (11) | Common Stock | 490 | $196.14 | D | |
| Stock Option(9) | (13) | (11) | Common Stock | 545 | $162.07 | D | |
| Stock Option(14) | (15) | (11) | Common Stock | 391 | $201.3 | D | |
| Phantom Stock Unit(16) | (16) | (16) | Common Stock | 176.3958 | (17) | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Esch Kevin C/O ZOETIS INC. 10 SYLVAN WAY PARSIPPANY, NJ 07054 |
Executive Vice President | |||
| /s/ Brenda Santuccio, as Attorney-in-Fact | 01/09/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(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). |
| (1) | Represents the common stock equivalents held in the Zoetis Inc. Savings Plan, a 401(k) plan, as of December 31, 2025. |
| (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) | 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. |
| (4) | Not applicable. |
| (5) | Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock. |
| (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 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. |
| (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 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. |
| (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 8, 2023; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events |
| (9) | Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan. |
| (10) | One-third of each option will vest on the first, second and third anniversaries of the date of grant, February 19, 2025. |
| (11) | Each option expires on the tenth anniversary of the date of grant. |
| (12) | One-third of each option vests on the first, second and third anniversaries of the date of grant, February 6, 2024. |
| (13) | One-third of each option vests on the first, second and third anniversaries of the date of grant, February 8, 2023. |
| (14) | Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan. |
| (15) | Each option vests on the third anniversary of the date of grant, February 8, 2022. |
| (16) | 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. |
| (17) | 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. |