Zoetis Inc. — Director's Dealing 2024

Feb 13, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Zoetis Inc. (ZTS)
CIK: 0001555280
Period of Report: 2024-02-10

Reporting Person: Sanjay Khosla (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-10	Restricted Stock Unit	$	M	1463.3937	Disposed		Common Stock (1463.3937)	Direct
2024-02-10	Deferred Stock Unit	$	A	1463.3937	Acquired		Common Stock (1463.3937)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$		Common Stock (1223)	1223	Direct
Deferred Stock Unit	$		Common Stock (9889.8792)	9889.8792	Direct

Footnotes

F1: Represents restricted stock units granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon (each an "RSU" and collectively, "RSUs").

F2: Each restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock.

F3: Each RSU will vest and be settled in shares of Zoetis Inc. common stock on the third anniversary of the date of grant, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events. The RSUs vest as follows: 1,463.3937 RSUs vested on February 10, 2024; and 1,212.3053 RSUs will vest on February 8, 2025.

F4: Not applicable.

F5: Upon the vesting of the reporting person's restricted stock units on February 10, 2024, the reporting person received 1,463.3937 deferred stock units ("DSUs") pursuant to a voluntary deferral under the Zoetis Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan. The DSUs are fully vested, accrue dividend equivalent units, and will be paid in a single lump payment within 30 business days following the earlier to occur of (i) a Termination Event, and (ii) a Change in Control that constitutes a "change in ownership or control" for purposes of Section 409A in accordance with the terms of the Plan.

F6: Each RSU will vest and be settled in shares of Zoetis Inc. common stock on the third anniversary of the date of grant, February 8, 2022; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

F7: 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").

F8: Each RSU will vest and be settled in shares of Zoetis Inc. common stock on the first anniversary 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: Represents deferred stock units granted pursuant to a voluntary deferral under the Zoetis Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan, and dividend equivalent units automatically issued thereon (each a "DSU" and collectively, "DSUs"). The DSUs are fully vested and will be settled in shares of Zoetis Inc. common stock upon the reporting person's separation from service as a director at Zoetis.

F10: Each DSU represents the right to receive one share of Zoetis Inc. common stock.

F11: Includes 5,853.3500 of DSUs previously granted under the Zoetis Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan, including dividend units automatically issued thereon, and 1,463.3937 of DSUs granted upon the vesting of the Reporting Person's RSUs on February 10, 2024.

F12: Represents deferred stock units granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon (each a "DSU" and collectively, "DSUs"). The DSUs were fully vested on the date of the grant.

F13: Each DSU will be settled in shares of Zoetis Inc. common stock upon the reporting person's separation from service as a director of Zoetis Inc.