[8-K] ZOETIS INC. Reports Material Event

Rhea-AI Filing Summary

Zoetis Inc. filed an 8-K reporting a material event: a Revolving Credit Agreement dated August 27, 2025 among Zoetis, the lenders, the issuing banks and JPMorgan Chase Bank, N.A. as administrative agent. The document identifies the agreement date and parties and includes an interactive cover page in the Inline XBRL file. The filing is signed by Roxanne Lagano, Executive Vice President, General Counsel and Corporate Secretary. The filing text does not disclose the credit facility’s economic terms, commitment size, maturity, covenants, or borrowing details.

Positive

• Established formal credit agent with JPMorgan Chase Bank, N.A., indicating organized lender coordination
• Material-event disclosure filed on Form 8-K, providing regulatory transparency about financing activity

Negative

• No economic terms disclosed (commitment size, maturity, interest rate, covenants) which limits investor assessment
• Insufficient detail to evaluate immediate impact on liquidity, leverage, or covenant headroom

Insights

Corporate Finance Analyst

New revolving credit agreement announced; terms not disclosed.

The filing states a Revolving Credit Agreement dated August 27, 2025 with JPMorgan Chase Bank, N.A. as administrative agent and identifies lenders and issuing banks as parties. This establishes a formal liquidity arrangement without revealing the facility size, pricing, or maturities.

The main dependency for impact is the missing economic detail: commitment amount, maturity, covenants, and pricing drive credit profile changes and covenant risk. Expect those specifics to appear in subsequent filings or exhibits; absent them, the immediate investor-material effect is limited but the agreement signals routine corporate liquidity management within current financing practices.

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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 27, 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, New Jersey		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 1.01. Entry into a Material Definitive Agreement.

Revolving Credit Facility

On August 27, 2025, Zoetis Inc. (the “Company”) entered into a revolving credit agreement (the “Credit Agreement”) with a syndicate of banks, JPMorgan Chase Bank, N.A., as administrative agent, and Barclays Bank PLC, Bank of America, N.A., Citibank, N.A. and MUFG Bank, Ltd., as syndication agents, providing for a five-year $1.25 billion senior unsecured revolving credit facility. The Credit Agreement replaced the Company’s existing revolving credit facility. Subject to certain conditions, the Company will have the right to increase the commitments under the Credit Agreement to up to $1.75 billion. The Credit Agreement is not guaranteed by the Company’s subsidiaries.

Loans under the Credit Agreement will bear interest, at the Company’s option, at rates equal to either: (a) a base rate or (b) a term SOFR rate, in each case plus an applicable margin. Additionally, the Company will pay a facility fee on the commitments under the Credit Agreement, regardless of whether borrowings are outstanding under the Credit Agreement. The applicable margins and the facility fee are determined based on the public ratings of the Company’s senior unsecured non-credit enhanced long-term debt. Interest on borrowings and the facility fee are generally payable quarterly in arrears; however, for loans bearing interest based on a term SOFR rate with a term shorter than three months, interest is payable at the end of such term.

The Company may voluntarily prepay loans and/or reduce the commitment under the Credit Agreement, in whole or in part, without penalty or premium, subject to certain minimum amounts and increments and the payment of customary breakage costs. No mandatory prepayment is required under the Credit Agreement.

The Credit Agreement contains a financial covenant requiring the Company to not exceed a maximum total leverage ratio. In addition, the Credit Agreement contains customary affirmative and negative covenants that, among other things, limit or restrict the Company’s and its subsidiaries’ ability, subject to certain exceptions, to incur liens, merge, consolidate or sell, transfer or lease assets and incur priority indebtedness. The Credit Agreement also contains customary events of default.

The description of the Credit Agreement contained herein is not intended to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On August 27, 2025, the Company terminated that certain credit agreement dated as of December 21, 2022, among the Company, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, (the “Prior Credit Agreement”) and all commitments to extend further credit thereunder were therefore terminated. The Prior Credit Agreement was scheduled to expire in December 2027.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Revolving Credit Agreement dated as of August 27, 2025, among Zoetis Inc., the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				ZOETIS INC.
Dated: August 27, 2025				By:		/s/ Roxanne Lagano
						Roxanne Lagano
						Executive Vice President,
						General Counsel and Corporate Secretary

FAQ

What did Zoetis (ZTS) disclose in the 8-K about a credit agreement?

The 8-K reports a Revolving Credit Agreement dated August 27, 2025 among Zoetis, lenders, issuing banks, and JPMorgan Chase Bank, N.A. as administrative agent.

Does the 8-K state the facility size or borrowing terms for the ZTS credit agreement?

No. The filing does not disclose the commitment amount, interest rates, maturity, or covenant details.

Who signed the 8-K for Zoetis (ZTS)?

The filing is signed by Roxanne Lagano, Executive Vice President, General Counsel and Corporate Secretary.

Is JPMorgan Chase Bank, N.A. involved in the Zoetis credit agreement?

Yes. The agreement names JPMorgan Chase Bank, N.A. as the administrative agent.

Will this 8-K change Zoetis’ financial statements immediately?

The 8-K announces the agreement but provides no financial terms