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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)
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| Delaware |
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001-35797 |
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46-0696167 |
| (State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
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| 10 Sylvan Way, Parsippany, NJ |
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07054 |
| (Address of principal executive offices) |
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(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):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
| Common Stock, par value $0.01 per share |
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ZTS |
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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. ☐
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.
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| Exhibit
No. |
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Description |
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| 1.1 |
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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. |
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| 4.1 |
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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)). |
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| 4.2 |
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Seventh Supplemental Indenture, dated August 18, 2025, between the Company and Deutsche Bank Trust Company Americas, as Trustee. |
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| 4.3 |
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Form of 4.150% Senior Notes due 2028. |
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| 4.4 |
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Form of 5.000% Senior Notes due 2035. |
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| 5.1 |
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Opinion of Cooley LLP. |
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| 23.1 |
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Consent of Cooley LLP (included as part of Exhibit 5.1). |
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| 104 |
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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.
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| Date: August 18, 2025 |
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Zoetis Inc. |
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By: |
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/s/ Roxanne Lagano |
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Roxanne Lagano |
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Executive Vice President, General Counsel and Corporate Secretary |
