Sec Form 4 Filing - DAMELIO FRANK A @ Zoetis Inc. - 2024-02-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person DAMELIO FRANK A 2. Issuer Name and Ticker or Trading Symbol Zoetis Inc. [ ZTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ZOETIS INC., 10 SYLVAN WAY 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2024 (Street) PARSIPPANY, NJ07054 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 ( 1 ) ( 2 ) 02/08/2024 M 1,493.2652 ( 3 ) ( 4 ) Common Stock 1,493.2652 ( 5 ) 0 D Restricted Stock Unit ( 1 ) ( 2 ) ( 6 ) ( 4 ) Common Stock 1,223 1,223 D Restricted Stock Unit ( 7 ) ( 2 ) ( 8 ) ( 4 ) Common Stock 2,675.699 2,675.699 ( 9 ) D Deferred Stock Unit ( 10 ) ( 11 ) 02/08/2024 A 1,493.2652 ( 5 ) ( 4 ) Common Stock 1,493.2652 ( 5 ) 5,853.35 ( 12 ) D Deferred Stock Unit ( 13 ) ( 11 ) ( 14 ) ( 4 ) Common Stock 9,889.8792 9,889.8792 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DAMELIO FRANK A C/O ZOETIS INC. 10 SYLVAN WAY PARSIPPANY, NJ07054 X Signatures /s/ Lauren Luptak, as Attorney-in-Fact 02/12/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )Each restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock. ( 3 )Each RSU will vest and be settled in shares of Zoetis Inc. common stock on the first anniversary 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. ( 4 )Not applicable. ( 5 )Upon the vesting of the reporting person's restricted stock units on February 8, 2024, the reporting person received 1,493.2652 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. ( 6 )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. ( 7 )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"). ( 8 )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. ( 9 )The RSUs vest as follows: 1,463.3937 RSUs will vest on February 10, 2024; and 1,212.3053 RSUs will vest on February 8, 2025. ( 10 )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. ( 11 )Each DSU represents the right to receive one share of Zoetis Inc. common stock. ( 12 )Includes 4,360.0848 of DSUs previously granted under the Zoetis Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan, including dividend units automatically issued thereon, and 1,493.2652 of DSUs granted upon the vesting of the Reporting Person's RSUs on February 8, 2024. ( 13 )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. ( 14 )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.

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