Zoetis (NYSE: ZTS) sells $850M 2028 and $1B 2035 senior notes

Rhea-AI Filing Summary

Zoetis Inc. disclosed that it entered into an Underwriting Agreement on August 11, 2025 for a public debt offering of two senior note tranches. The company is issuing $850,000,000 aggregate principal amount of 4.150% Senior Notes due 2028 and $1,000,000,000 aggregate principal amount of 5.000% Senior Notes due 2035. These Notes are issued under Zoetis’s existing indenture with Deutsche Bank Trust Company Americas, as supplemented on August 18, 2025, and are registered under an effective Form S-3 shelf registration statement. Related agreements, indentures, note forms, and legal opinions are filed as exhibits.

Insights

Corporate debt and capital structure analyst

Zoetis raises long-term capital through two new senior note issues.

Zoetis Inc. is issuing two series of unsecured senior notes: $850,000,000 of 4.150% Notes due 2028 and $1,000,000,000 of 5.000% Notes due 2035. Both are issued under an existing indenture framework with Deutsche Bank Trust Company Americas as trustee, which standardizes terms like covenants and default provisions across the company’s bond stack.

The use of proceeds is not described in the provided excerpt, so this transaction could represent new funding, refinancing of existing obligations, or a mix, depending on other disclosures. The coupon levels and staggered maturities indicate a combination of medium- and long-term borrowing that can influence interest expense and the company’s maturity profile over time.

The notes are registered on Form S-3, allowing broad distribution to public investors under standard securities law disclosure. Subsequent periodic reports will show how these obligations affect interest costs and leverage metrics as of reporting dates after August 18, 2025.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 11, 2025

Zoetis Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-35797		46-0696167
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

10 Sylvan Way, Parsippany, NJ		07054
(Address of principal executive offices)		(Zip Code)

(973) 822-7000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		ZTS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On August 11, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”), between the Company and the underwriters named therein, for the issuance and sale by the Company of $850,000,000 aggregate principal amount of its 4.150% Senior Notes due 2028 (the “2028 Notes”) and $1,000,000,000 aggregate principal amount of its 5.000% Senior Notes due 2035 (the “2035 Notes” and, together with the 2028 Notes, the “Notes”). The Notes were issued pursuant to an indenture, dated January 28, 2013, between the Company and Deutsche Bank Trust Company Americas (the “Base Indenture”), as supplemented by the seventh supplemental indenture (the “Seventh Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) dated as of August 18, 2025, between Zoetis Inc. and Deutsche Bank Trust Company Americas, as trustee. The offering of the Notes was registered on a Registration Statement on Form S-3 (File No. 333-289241).

The above description of the Underwriting Agreement, the Base Indenture and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the Indenture, the Seventh Supplemental Indenture and the forms of the Notes filed as exhibits hereto, which exhibits are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of August 11, 2025, between the Company and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and MUFG Securities Americas Inc., as representatives of the underwriters named in Schedule 1 thereto.
4.1		Indenture, dated January 28, 2013, between the Company and Deutsche Bank Trust Company Americas, as Trustee (incorporated by reference to Exhibit 4.2 of Zoetis Inc.’s Registration Statement on Form S-1 (File No. 333-183254)).
4.2		Seventh Supplemental Indenture, dated August 18, 2025, between the Company and Deutsche Bank Trust Company Americas, as Trustee.
4.3		Form of 4.150% Senior Notes due 2028.
4.4		Form of 5.000% Senior Notes due 2035.
5.1		Opinion of Cooley LLP.
23.1		Consent of Cooley LLP (included as part of Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Under the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the authorized undersigned.

Date: August 18, 2025				Zoetis Inc.
				By:		/s/ Roxanne Lagano
						Roxanne Lagano
						Executive Vice President, General Counsel and Corporate Secretary

FAQ

What new debt did Zoetis (ZTS) issue according to this 8-K?

Zoetis Inc. is issuing $850,000,000 of 4.150% Senior Notes due 2028 and $1,000,000,000 of 5.000% Senior Notes due 2035 under an Underwriting Agreement dated August 11, 2025.

What are the interest rates and maturities on Zoetis (ZTS) new notes?

The company’s new debt consists of 4.150% Senior Notes due 2028 and 5.000% Senior Notes due 2035, each with a fixed coupon rate through its stated maturity.

Under what legal framework are Zoetis (ZTS) senior notes issued?

The notes are issued under an Indenture dated January 28, 2013 between Zoetis Inc. and Deutsche Bank Trust Company Americas, as trustee, as supplemented by a Seventh Supplemental Indenture dated August 18, 2025.

How were Zoetis (ZTS) new senior notes offered to investors?

The notes were offered under a Registration Statement on Form S-3 (File No. 333-289241), allowing a registered public offering through an Underwriting Agreement with a syndicate led by major underwriters.

Which banks underwrote the Zoetis (ZTS) senior notes offering?

The Underwriting Agreement lists Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and MUFG Securities Americas Inc. as representatives of the underwriters.

What key exhibits accompany Zoetis (ZTS) 8-K about the note issuance?

Filed exhibits include the Underwriting Agreement (Exhibit 1.1), the Base Indenture (Exhibit 4.1), the Seventh Supplemental Indenture (Exhibit 4.2), the forms of the 2028 and 2035 Notes (Exhibits 4.3 and 4.4), and the opinion and consent of Cooley LLP (Exhibits 5.1 and 23.1).