Zoetis (ZTS) 10-K risk factor changes: FY2025 vs FY2024

*In addition to the other information set forth in this [removed: 2024] [added: 2025] Annual Report, any of the factors described below could materially adversely affect our operating results, financial condition and liquidity, which could cause the trading price of our securities to decline.*

*In particular, forward-looking statements include statements relating to our future actions, business plans or prospects, prospective products, product approvals or products under development, product and supply chain disruptions, R&D costs, timing and likelihood of success, future operating or financial performance, future results of current and anticipated products and services, strategies, sales efforts, expenses, production efficiencies, production margins, anticipated timing of generic market entries, integration of acquired businesses, anticipated impact or timing of divestitures, interest rates, tax rates, tariffs, changes in tax [removed: regimes] [added: regimes] and laws, [added: impacts of the timing and processing of sales in the International segment, possible impacts of the expected fiscal year alignment* o*f our subsidiaries operating outside the U.S.,] foreign exchange rates, growth in emerging markets, the outcome of contingencies, such as legal proceedings, plans related to share repurchases [removed: and] [added: and] dividends,* *government regulation, taxes and financial results.

[removed: If any] [added: Some] of our top-selling products or product lines [added: have in the past or may in the future] experience issues, such as loss of patent protection, material product liability litigation, new or unexpected side effects (or an increased frequency of serious, expected adverse events), manufacturing or supply chain disruptions, regulatory proceedings or enforcement, labeling changes, public regulatory communications, [added: other regulatory correspondence, including “Dear Veterinarian” Letters,] negative publicity or social media attention, changes to veterinarian or customer preferences, [added: or ineffectiveness in connecting with veterinarians and customers] and/or disruptive innovations or the introduction of competing and/or more effective products, our revenues could be negatively impacted, perhaps significantly.

For example, our five top-selling products and product lines, Simparica/Simparica Trio, Apoquel/Apoquel Chewable, Cytopoint, Librela and our ceftiofur line, contributed approximately [removed: 41%] [added: 42%] of our revenue in [removed: 2024,] [added: 2025,] and certain issues with these top-selling products and product lines could have a more significant impact to our results of operations.

Unanticipated safety, quality or efficacy concerns [removed: can] [added: have, and could in the future,] arise with respect to our products, whether or not scientifically or clinically supported, which [removed: can] [added: have in the past and could in the future] lead to product recalls, label [removed: changes, public regulatory communications, negative publicity or social media attention, withdrawals or suspended] [added: changes] or [removed: declining sales, as well as product liability and] other [removed: claims.][added: measures that could reduce the product’s market acceptance, public]

[removed: In addition, since] [added: Since] we depend on positive perceptions of the safety, quality and efficacy of our products, and animal health products generally, by our customers, veterinarians and end-users, any concerns as to the safety, quality or efficacy of our products, whether actual or perceived, [added: has and in the future] may harm our reputation or materially adversely affect our operating results and financial condition, regardless of whether such concerns are accurate.

Russia’s invasion of Ukraine, [removed: the regional conflict] [added: ongoing conflicts and rising tensions] in [added: various parts of] the [removed: Middle East,] [added: world,] economic weakness in China, [removed: the COVID-19 pandemic,] [added: future pandemics,] as well as inflation, are examples of [removed: recent] global economic conditions that could have an adverse effect on our operating results, financial condition and liquidity.

Furthermore, our exposure to credit and collectability risk [removed: and cybersecurity risk] is higher in certain international markets, our ability to mitigate such risks may be limited.

In certain circumstances, [added: our products have become subject to decreased sales and] we have been forced to lower our prices and provide discounts or rebates in order to compete with generic products.

In the years since the start of generic and other competition, sales of our Rimadyl chewable and Draxxin products have declined in the U.S., the largest market for these products, by [removed: 40%] [added: 39%] and [removed: 49%,] [added: 66%,] respectively.

In most markets, companion animal owners [removed: typically] [added: frequently] purchase their animal health products directly from veterinarians.

In recent years, outbreaks of various diseases, including African Swine Fever, avian influenza and highly pathogenic avian influenza, foot-and-mouth disease, bovine spongiform encephalopathy (otherwise known as BSE or mad cow [removed: disease)] [added: disease), New World screwworm,] and porcine epidemic diarrhea virus (otherwise known as PEDv), have impacted the animal health business.

[added: The discovery of additional or more severe cases of any of these, or new diseases may] result in additional restrictions on animal proteins, reduced herd sizes, or reduced demand for animal protein, which may have a material adverse effect on our operating results and financial condition.

Our lack of experience or knowledge, as well as external factors, such as compliance with new or evolving regulations, legislative changes, [added: regulatory interactions,] competitive alternatives and shifting market preferences, may also impact the success of an acquisition or the implementation of a new line of business or a new product or service.

Our total revenue attributable to antibacterials for livestock was approximately [removed: $950] [added: $713] million for the year ended December 31, [removed: 2024.][added: 2025.]

Also, many food-producing companies, including livestock producers, benefit from governmental subsidies, and if such subsidies were to be reduced or eliminated, these companies may become less [removed: profitable and, as a result, may reduce their use of our products.]

[added: While our evaluation of any] potential transaction includes business, legal and financial due diligence with the goal of identifying and evaluating the material risks involved, our due diligence reviews may not identify all of the issues necessary to accurately estimate the cost and potential loss contingencies of a particular transaction, including potential exposure to regulatory sanctions or fines resulting from an acquisition target's previous activities, inadequate controls, or costs associated with any quality issues with an acquisition target’s legacy products.

[removed: A] [added: Additionally, a] number of our customers, particularly U.S.-based livestock producers, benefit from free trade [removed: agreements.][added: agreements, the loss of which could impact their operating results and spending power.]

While the scope and duration of [removed: these and] any [removed: future tariffs remains] [added: existing trade policies remain] uncertain, [added: any new] tariffs imposed by the U.S. or other governments on our products or the active pharmaceutical ingredients or other components thereof could negatively impact our financial condition and results of operations.

For example, [removed: ample amounts of] clean water [removed: are] [added: is] needed to produce our products, and the effects from climate change could result in water supply interruptions and low water quality.

We depend on the efforts of our executive officers and certain key personnel, including research, technical, [added: legal and regulatory,] sales, security, marketing, manufacturing and administrative personnel.

[added: We] could [added: experience a disruption of our operations or higher ongoing labor and other operational costs, which could] have a material adverse effect on our operating results and financial condition, potentially resulting in canceled orders by customers, [added: delays in fulfilling orders,] unanticipated inventory accumulation or shortages and reduced revenue and net income.

As of December 31, [removed: 2024,] [added: 2025,] we had goodwill of [removed: $2.7] [added: $2.8] billion and identifiable intangible assets, less accumulated amortization, of [removed: $1.1] [added: $1.0] billion.

On December 31, [removed: 2024,] [added: 2025,] we had a global manufacturing network consisting of [removed: 22] [added: 21] manufacturing sites located in [removed: 11] [added: 10] countries.

We also employ a network of over [removed: 110] [added: 90] third-party CMOs.

- the failure of us or any of our vendors or suppliers, including logistical service providers, to comply with applicable regulations and quality assurance guidelines, including any changes to Good Manufacturing Practices [removed: (GMP);][added: (GMPs);]

[removed: The] [added: Labor costs and the] materials used to manufacture our products may be subject to availability constraints and price volatility caused by changes in demand, weather conditions, supply conditions, government regulations, [added: evolving trade policies (including the imposition of tariffs),] economic climate and other factors.

Increases in the demand for, [removed: availability] [added: availability,] or the price [removed: of,] [added: of] materials used to manufacture our products and increases in labor costs could increase the costs to manufacture our products, result in product delivery delays or shortages, and impact our ability to launch new products on a timely basis or at all.

Certain third-party suppliers [removed: are] [added: may be] the sole or exclusive source of certain products, materials and services necessary for production of our products.

Once necessary regulatory approvals are obtained, the commercial success of any new product depends upon, among other things, its acceptance by veterinarians and end customers, and on our ability to successfully manufacture, market, [removed: and distribute products in sufficient quantities to meet actual demand.]

Some organizations and individuals have attempted to ban [added: or limit] animal testing or encourage the adoption of [removed: additional] [added: additional, and burdensome] regulations applicable to animal testing and animal [removed: welfare.][added: welfare at both federal and state levels.]

As a global company, we are subject to various state, federal and international laws and regulations, including [added: but not limited to,] regulations relating to the research, development, quality assurance, manufacturing, [added: data protection, environmental protection,] importation, exportation, distribution, marketing and sale of our products, including our *in vitro* diagnostic products used in human health.

Our failure, or the failure of third parties we rely on, including CMOs, to comply with these regulatory requirements, allegations of such non-compliance or the discovery of previously unknown problems with a product or manufacturer could result in, among other things, inspectional observation notices, label changes, untitled or warning letters or other public regulatory communications or correspondence, [added: including "Dear Veterinarian" letters,] fines, a partial or total shutdown of production in one or more of our facilities while an alleged violation is remediated, withdrawals or suspensions of current products from the market, product seizures, injunctions and civil or criminal prosecution, as well as decreased sales as a result of negative publicity and product liability claims.

In addition, we will not be able to market new products unless and until we have obtained all required regulatory approvals in each jurisdiction where [added: we propose to market those products.]

Even after a product reaches market, it may be subject to re-review and may lose its [added: registrations or] approvals.

Our failure to obtain approvals, delays in the approval process, including any delays [added: in the United States] resulting from [added: federal workforce reductions or hiring freezes, federal agency reorganizations or deregulatory efforts, or] any prolonged shutdown of the U.S. government, or our failure to maintain approvals in any jurisdiction, may prevent us from selling products in that jurisdiction until approval or reapproval is obtained, if ever.

The OFAC at the U.S. Treasury Department and the Bureau of Industry and Security at the U.S. Department of Commerce (BIS), [added: The Council of the EU] and similar agencies in other countries and [removed: territories outside the U.S.,] [added: territories,] administer certain laws and regulations that restrict its persons and, in some instances, extraterritorial persons, in conducting activities, transacting business with or making investments in certain countries, governments, entities and individuals subject to economic sanctions.

For example, we sell limited humanitarian animal health products, including [removed: medicines, diagnostics] [added: medicines] and vaccines, to Russia and [removed: Iran, in compliance with economic sanctions affecting these countries.][added: Iran.]

[removed: Violations] [added: Although we believe such activities are in compliance with economic sanctions affecting these countries, violations] of sanctions regulations may be punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts and revocations or restrictions of licenses, as well as criminal fines and imprisonment, which could adversely affect our reputation, business, financial condition, results of operations and cash flows.

In addition, our internal control policies and procedures may not protect us from reckless or criminal acts committed by our employees and [removed: agents.][added: agents or operational difficulties arising from counterparties or other intermediaries.]

There are many difficulties and uncertainties inherent in animal health research and development, the introduction of new products and indications, business development activities to enhance or refine our product pipeline and the commercialization of our products.

There is a high rate of failure inherent in medicine and vaccine discovery and development.

Failure can occur at any point in the process, including in later stages after substantial investment and following meaningful cost for manufacturing capabilities and inventory to prepare for launch.

Our products generally receive regulatory approval based on data obtained in controlled clinical trials.

After approval and launch, the products are used for longer periods of time by much larger numbers of animals worldwide, which may lead to identifying new safety or efficacy concerns.

In addition, we or others may conduct post-marketing clinical studies on efficacy and safety of our marketed products.

regulatory communications, negative publicity or social media attention, withdrawals from the market or suspended or declining sales.

Safety issues have, and could in the future, result in costly product liability and other claims.

Any of these outcomes could result in material financial, legal, commercial, or reputational harm to our business.

Public confidence in pharmaceuticals has been challenged in recent years by highly publicized debates about vaccine safety, the spread of misinformation and disinformation on traditional and social media, and increasing skepticism toward public health institutions including animal health institutions.

These trends could materially and adversely impact our ability to successfully develop, obtain regulatory approval for, and commercialize our products.

profitable and, as a result, may reduce their use of our products.

Changes in trade policies, including the imposition of tariffs, sanctions, and other trade restrictions, may adversely affect our business.

The U.S. and other countries in which our products are sourced or sold, or we or our customers do business, may from time to time modify existing or impose new quotas, duties (including antidumping or countervailing duties), tariffs, economic sanctions, export controls, or other restrictions in a manner that adversely affects us.

Such measures could limit our ability to register our products, source materials, sell products, or conduct our business in certain markets.

Current or future tariffs or other restrictive trade measures may raise the costs of raw materials, components or finished goods, which may adversely impact both our product offerings and our operational expenses.

Our manufacturers, suppliers and distribution channels may also experience supply chain disruptions as a result of increased costs and uncertainty.

Duties are assessed based on import value.

Each jurisdiction applies its own rules and procedures for import valuation, increasing the complexity and risk of errors.

While we maintain procedures to ensure compliance, there is no guarantee these will prevent all errors, and regulatory changes may heighten this risk.

Additional tariffs and other trade restrictions could result in a negative perception and/or an increased cost of goods and higher prices which may reduce demand for products and services, or extended sales cycles as customers assess the impact of evolving trade policies on their operations and face increased costs or decreased revenue.

Tariff and other trade-related cost pressures and supply chain disruptions may lead to reputational harm if we are unable to deliver products or services on expected timelines or if any price increases are poorly received by customers or business partners.

In addition, retaliatory trade policies or anti-U.S. sentiment in certain regions whether driven by trade tensions, political disagreements or regulatory concerns may make customers, governments and investors more hesitant to engage with, purchase from or invest in U.S. companies.

This may lead to increased preference for local competitors, changes to government procurement policies or heightened regulatory scrutiny, which may result in heightened operational risks and difficulties for us in attracting and retaining non-U.S. customers, suppliers, partners and investors.

We may be unable to meet demand for certain of our products if any of our third-party suppliers cease or interrupt operations due to, among other things, escalating tensions or trade disputes in their region, restrictions on the import/export of goods or services, contract manufacturing or supply chain disruptions due to financial distress, our failure to mutually agree on contract terms, or some other failure of a contractor or supplier to meet their obligations to us.

In such a case, we may be required to renegotiate the terms of our agreement or pursue a strategic transaction or other alternative arrangement with that supplier or others, which may result in increased cost to produce our products or supply disruption.

and distribute products in sufficient quantities to meet actual demand.

Delays by government agencies in approving new products or product upgrades or taking action with respect to other regulatory matters could have a negative impact on our growth and profitability.

The ability of government agencies to review and approve new products or product upgrades or take other actions can be affected by various factors, including government budget and funding levels, ability to hire and retain key and other personnel, staffing shortages, public health emergencies, and statutory, regulatory, and policy changes.

If a prolonged government shutdown or other disruption of normal business operations occurs, it could significantly impact the ability of the USDA, FDA, EPA and other agencies to timely review and process our regulatory submissions, including with respect to new product candidates, which could have an adverse effect on our business.

companies doing business in California, including us.

Furthermore, we cannot predict the nature of future laws, regulations, or changes in tax laws and tariffs, nor can we determine the effect that additional laws or regulations or changes in existing laws or regulations could have on our business when and if promulgated.

Changes in applicable federal, state, local and foreign laws and regulations could have a material adverse effect on our operating results and financial condition.

These laws and regulations are constantly evolving as regulators continue to adopt new measures addressing data privacy.

Moreover, the interpretation and application of existing data protection laws and regulations are uncertain and may be inconsistent with our existing data management practices.

Any new laws or regulations, changes to existing laws and regulations, or the interpretation or application of laws and regulations may impact our business operations, including our ability to effectively transfer data across borders.

The security measures we implement may not always be effective, and our assessment of and response to security events may be inadequate.

The costs imposed on us because of a cyberattack, ransomware attacks, phishing attempts, social engineering schemes, and other technology enabled threats or network disruption could be significant.

The current transition of our ERP system is a multi-year implementation process; transitioning to new systems, integrating new systems into current systems or any disruptions or malfunctions (including from circumstances beyond our control) affecting our information systems could cause critical information upon which we rely to be delayed, unreliable, corrupted, insufficient or inaccessible.

Costs and risks inherent in this transition may include disruptions to business continuity, administrative and technical problems, interruptions or delays in sales processes, manufacturing or R&D processes, expenditure overruns, payment delays, and data migration issues.

See "--Generic and other products may be viewed as more cost-effective than our products."

15 |

The discovery of additional or more severe cases of any of these, or new diseases may

As a result of the divestiture of our medicated feed additive product portfolio, certain water soluble products and related assets, we anticipate our total revenues attributable to antibacterials for livestock will decrease.

While our evaluation of any

Modification of foreign trade policy by the U.S. or other countries or the imposition of tariffs on imported goods may harm our business.

Changes in trade laws, agreements and policies governing trade in and out of the territories and countries where our customers do business could negatively impact such customers’ businesses and adversely affect our operating results.

As well, international trade agreements or policies could harm our business and customers, and, as a result, negatively impact our financial condition and results of operations.

Additionally, in response to U.S. tariffs affecting exports, some governments, including China, have instituted and may in the future institute tariffs on certain U.S. goods.

We could experience a disruption of our operations or higher ongoing labor costs, which

In addition, labor costs may be subject to volatility caused by the supply of labor, governmental regulations, economic climate and other factors.

We may be unable to meet demand for certain of our products if any of our third-party suppliers cease or interrupt operations, fail to renew contracts with us or otherwise fail to meet their obligations to us.

we propose to market those products.

For example, in December 2020, we submitted a final voluntary disclosure to OFAC and the U.S. Department of Justice regarding certain transactions involving sales of food, medicine or devices to individuals or entities who may have been resident in or had ties to Iran potentially in violation of the ITSR administered by OFAC.

The sales were made by our Platinum Performance business, which we acquired in August 2019.

In July 2023, OFAC provided a No Action letter confirming a final determination that no further action would be taken in the matter.

We do not anticipate further communication from the Department of Justice as the statutory response period has lapsed without a response.

pharmaceutical ingredient in our Apoquel product.

The legal environment surrounding data privacy is demanding with the frequent imposition of new and changing regulatory requirements.

Cyberattacks are increasing in their frequency, sophistication and intensity, and have become increasingly difficult to detect.

threaten data confidentiality, integrity and availability.

The costs imposed on us as a result of a cyberattack or network disruption could be significant.

including changes in countries with highly inflationary economies, between the U.S. dollar and other currencies have had, and will continue to have, an impact on our results of operations.

laws, as well as confidentiality and license agreements with our employees and others, to protect our intellectual property and proprietary rights.

As of December 31, 2024, we had approximately $6.7 billion of total unsecured indebtedness outstanding.

A discussion regarding our financial condition and results of operations for fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023] [added: 2024] is presented below.

A discussion regarding our financial condition and results of operations for fiscal [removed: 2023] [added: 2024] compared to fiscal [removed: 2022] [added: 2023] can be found under Item 7 of Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023,] [added: 2024,] filed with the SEC on February [removed: 14, 2024] [added: 13, 2025] (our [removed: “2023] [added: “2024] Annual Report”), which is available free of charge on the SEC’s website at www.sec.gov.

[removed: For over 70] [added: With a legacy of nearly 75] years, we [removed: have been innovating] [added: continue to pioneer] ways to predict, prevent, detect, and treat animal illness, [removed: and continue to stand by] [added: supporting] those raising and caring for animals worldwide - from veterinarians and pet owners to livestock producers.

A summary of our [removed: 2024] [added: 2025] performance compared with the comparable [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] periods follows:

| (MILLIONS OF DOLLARS) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 24/23] [added: 25/24] | | | | | | [removed: 23/22] [added: 24/23] | | |

| Revenue | | | | | | $ | [removed: 9,256] [added: 9,467] | | | | | $ | [removed: 8,544] [added: 9,256] | | | | | $ | [removed: 8,080] [added: 8,544] | | | | | [removed: 8] [added: 2] | | | | | | [removed: 6] [added: 8] | | |

| Net income attributable to Zoetis | | | | | | [removed: 2,486] [added: 2,673] | | | | | | [removed: 2,344] [added: 2,486] | | | | | | [removed: 2,114] [added: 2,344] | | | | | | [removed: 6] [added: 8] | | | | | | [removed: 11] [added: 6] | | |

| Adjusted net income(a) | | | | | | [removed: 2,693] [added: 2,847] | | | | | | [removed: 2,457] [added: 2,693] | | | | | | [removed: 2,297] [added: 2,457] | | | | | | [removed: 10] [added: 6] | | | | | | [removed: 7] [added: 10] | | |

Factors influencing growth in demand for livestock medicines and vaccines [added: include:]

Since 2021, the first year of generic competition, sales of Draxxin declined by [removed: 49%] [added: 66%] in the U.S., its largest market.

Our total revenue attributable to antibacterials for livestock was approximately [removed: $950] [added: $713] million for the year ended December 31, [removed: 2024.][added: 2025.]

[removed: As a result] [added: - volume decrease related to the impact] of the divestiture of our medicated feed additive product portfolio, certain water soluble products and related [removed: assets, we anticipate our total revenues attributable to antibacterials for livestock will decrease.][added: assets (MFA divestiture) of approximately 3%.]

For the year ended December 31, [removed: 2024,] [added: 2025,] approximately [removed: 41%] [added: 42%] of our revenue was denominated in foreign currencies.

For the year ended December 31, [removed: 2024,] [added: 2025,] approximately [removed: 59%] [added: 58%] of our total revenue was in U.S. dollars.

Our year-over-year total revenue growth was unfavorably impacted by [removed: 3%] [added: 1%] from changes in foreign currency values relative to the U.S. dollar.

Our revenue, costs and expenses are reported for the year ended December 31 for each year presented, except for [removed: operations] [added: subsidiaries operating] outside the U.S., for which the financial information is included in our consolidated financial statements for the fiscal year ended November 30 for each year presented.

In [removed: 2024,] [added: 2025,] our two top-selling products and product lines, Simparica/Simparica Trio and Apoquel/Apoquel Chewable, contributed approximately [removed: 15%] [added: 16%] and [removed: 11%] [added: 12%] of our revenue, respectively, and combined with our next three top-selling products and product lines, Cytopoint, Librela and our ceftiofur line, these five products and product lines contributed approximately [removed: 41%] [added: 42%] of our revenue.

Our ten top-selling products and product lines contributed [removed: 55%] [added: 57%] of our revenue.

For additional information regarding our products, including descriptions of our product lines that each represented approximately 1% or more of our revenue in [removed: 2024,] [added: 2025,] see *Item 1.

Our impairment reviews of most of our long-lived assets depend on the determination of fair value, as defined by U.S. [removed: GAAP, and these judgments can materially impact our results of operations.][added: GAAP.]

A single estimate of fair value can result from a complex series of judgments about future events and uncertainties and can rely on estimates and [removed: assumptions.][added: assumptions which can materially impact our results of operations.]

If we conclude it is more likely than not that the fair value is less than the carrying amount, a quantitative test that compares the fair value of [added: the indefinite-lived intangible asset with its carrying value is performed.]

We did not have any material intangible asset impairment charges for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

While all identifiable intangible assets can be impacted by events and thus lead to impairment, in general, identifiable intangible assets that are at the highest risk of impairment include IPR&D assets [removed: ($136] [added: ($141] million as of December 31, [removed: 2024).][added: 2025).]

In [removed: 2024,] [added: 2025,] we performed a periodic [added: qualitative impairment assessment as of September 30, 2025 and, in 2024, we performed a] quantitative impairment assessment as of September 30, 2024, which did not result in the impairment of goodwill associated with any of our reporting [removed: units.][added: units in either period.]

[removed: Despite the importance of these] measures to management in goal setting and performance measurement, non-GAAP financial measures have no standardized meaning prescribed by U.S. GAAP and, therefore, have limits in their usefulness to investors and may not be comparable to the calculation of similar measures of other companies.

This measure provides information on the change in revenue and earnings as if foreign currency exchange rates had not changed between the current and prior periods to facilitate a [added: period-to-period comparison.]

| Cost of sales(a) | | | | | | [removed: 2,719] [added: 2,666] | | | | | | [removed: 2,561] [added: 2,719] | | | | | | [removed: 2,454] [added: 2,561] | | | | | | [removed: 6] [added: (2)] | | | | | | [removed: 4] [added: 6] | | |

| *% of revenue* | | | | | | [removed: 29.4] [added: 28.2] | | % | | | | [removed: *30.0*] [added: *29.4*] | | *%* | | | | [removed: *30.4*] [added: *30.0*] | | *%* | | | | | | | | | | | | |

| Selling, general and administrative expenses(a) | | | | | | [removed: 2,318] [added: 2,378] | | | | | | [removed: 2,151] [added: 2,318] | | | | | | [removed: 2,009] [added: 2,151] | | | | | | [removed: 8] [added: 3] | | | | | | [removed: 7] [added: 8] | | |

| Research and development expenses(a) | | | | | | [removed: 686] [added: 698] | | | | | | [removed: 614] [added: 686] | | | | | | [removed: 539] [added: 614] | | | | | | [removed: 12] [added: 2] | | | | | | [removed: 14] [added: 12] | | |

| Amortization of intangible assets(a) | | | | | | [removed: 141] [added: 128] | | | | | | [removed: 149] [added: 141] | | | | | | [removed: 150] [added: 149] | | | | | | [removed: (5)] [added: (9)] | | | | | | [removed: (1)] [added: (5)] | | |

| Restructuring charges and certain acquisition and divestiture-related costs | | | | | | [removed: 53] [added: 51] | | | | | | 53 | | | | | | [removed: 11] [added: 53] | | | | | | [removed: —] [added: (4)] | | | | | | [removed: *] [added: —] | | |

| Interest expense, net of capitalized interest | | | | | | [removed: 225] [added: 222] | | | | | | [removed: 239] [added: 225] | | | | | | [removed: 221] [added: 239] | | | | | | [removed: (6)] [added: (1)] | | | | | | [removed: 8] [added: (6)] | | |

| Other (income)/deductions—net | | | | | | [removed: (19)] [added: (36)] | | | | | | [removed: (159)] [added: (19)] | | | | | | [removed: 40] [added: (159)] | | | | | | [removed: (88)] [added: 89] | | | | | | [removed: *] [added: (88)] | | |

| Income before provision for taxes on income | | | | | | [removed: 3,133] [added: 3,360] | | | | | | [removed: 2,936] [added: 3,133] | | | | | | [removed: 2,656] [added: 2,936] | | | | | | 7 | | | | | | [removed: 11] [added: 7] | | |

| *% of revenue* | | | | | | [removed: 34] [added: 35] | | % | | | | *34* | | *%* | | | | [removed: *33*] [added: *34*] | | *%* | | | | | | | | | | | | |

| Provision for taxes on income | | | | | | [removed: 637] [added: 687] | | | | | | [removed: 596] [added: 637] | | | | | | [removed: 545] [added: 596] | | | | | | [removed: 7] [added: 8] | | | | | | [removed: 9] [added: 7] | | |

| *Effective tax rate* | | | | | | [removed: 20.3] [added: 20.4] | | % | | | | *20.3* | | *%* | | | | [removed: *20.5*] [added: *20.3*] | | *%* | | | | | | | | | | | | |

| Net income before allocation to noncontrolling interests | | | | | | [removed: 2,496] [added: 2,673] | | | | | | [removed: 2,340] [added: 2,496] | | | | | | [removed: 2,111] [added: 2,340] | | | | | | 7 | | | | | | [removed: 11] [added: 7] | | |

Variability of Financial Results

Our financial results are subject to variability related to a number of factors including, but not limited to: tariffs and other trade protection measures, the decline in global macroeconomic conditions, competitive dynamics, geopolitical tensions with and economic uncertainty in certain markets, inflation, global supply chain disruption and supply availability, variability in distributor inventory stocking levels, including as a result of expected demand and promotional activities, weather patterns, herd management decisions, regulatory actions, disease outbreaks, product and geographic mix, timing of price increases and customer expectations related to the same, timing of investment decisions and operational and other changes made in connection with the expected change in accounting principle to eliminate the one-month reporting lag in 2026 for our subsidiaries operating outside the U.S.

Despite the importance of these

Fiscal Year Alignment of International Subsidiaries

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

For subsidiaries operating outside the U.S. (the “International Subsidiaries”), the consolidated financial information is included as of and for the fiscal year ended November 30 for each year presented.

As a result, results of operations of our International Subsidiaries for the month of December 2025 are not included in our consolidated results of operations for fiscal year 2025 (and results of operations of our International Subsidiaries for the month of December 2024 are included).

In connection with our multi-year process to transition our ERP system noted above, we expect to eliminate the one-month reporting lag in 2026 for our International Subsidiaries, effective beginning with the Company’s first quarterly report in 2026, which would result in an alignment of the year-end for all subsidiaries and operations to December 31 (the “Expected Fiscal Year Alignment”).

As a result of this alignment, the results of operations of our International Subsidiaries for the month of December 2025 would not be included in our consolidated results of operations for fiscal year 2026 but will be included in the retrospective application of the new accounting principle to prior financial statement periods.

This alignment is an important preliminary step in the process to transition our ERP system because it will contribute to more seamless financial consolidation, regulatory compliance and consistent reporting.

In connection with the Expected Fiscal Year Alignment, revenue in the International segment for the reported fourth quarter of 2025 benefited from operational changes resulting in the acceleration of the timing of sales into the reported fourth quarter of 2025, which led to an approximate 2.5% to 3.5% increase in sales in the International segment in the reported fourth quarter of 2025, a trend that we do not expect to recur at the end of fiscal year 2026.

The operational changes in connection with the Expected Fiscal Year Alignment to date also included a shift implemented in early 2026 to the timing of annual price increases in certain International Subsidiaries so that the price increase and anticipated customer buying preceding the price increase would occur in the same calendar year.

In addition, processing of certain customer orders from December 2025 was delayed to calendar year 2026.

| Revenue | | | | | | $ | 9,467 | | | | | $ | 9,256 | | | | | $ | 8,544 | | | | | 2 | | | | | | 8 | | |

| (MILLIONS OF DOLLARS) | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 25/24 | | | | | | 24/23 | | |

| Total Revenue | | | | | | $ | 9,467 | | | | | $ | 9,256 | | | | | $ | 8,544 | | | | | 2 | | | | | | 8 | | |

| (MILLIONS OF DOLLARS) | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 25/24 | | | | | | 24/23 | | |

2025 vs. 2024

- favorable impact of the MFA divestiture;

| (MILLIONS OF DOLLARS) | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 25/24 | | | | | | 24/23 | | |

2025 vs. 2024

- an increase in software expense;

- higher charitable contributions;

- an increase in certain significant items;

partially offset by:

- lower depreciation expense;

- favorable foreign exchange; and

- lower logistics and freight expense.

| (MILLIONS OF DOLLARS) | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 25/24 | | | | | | 24/23 | | |

2025 vs. 2024

- unfavorable impact from foreign exchange,

partially offset by:

- lower professional and consulting services.

| (MILLIONS OF DOLLARS) | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 25/24 | | | | | | 24/23 | | |

2025 vs. 2024

| (MILLIONS OF DOLLARS) | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 25/24 | | | | | | 24/23 | | |

2025 vs. 2024

| (MILLIONS OF DOLLARS) | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 25/24 | | | | | | 24/23 | | |

2025 vs. 2024

| (MILLIONS OF DOLLARS) | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | | | | | 25/24 | | | | | | 24/23 | | |

Through our efforts to establish an early and direct presence in many emerging markets, such as Brazil, Chile, China and Mexico, we believe we are one of the largest animal health medicines and vaccines businesses as measured by revenue across emerging markets as a whole.

31 |

include:

32 |

the indefinite-lived intangible asset with its carrying value is performed.

In 2023, we performed a qualitative impairment assessment as of September 30, 2023, which did not result in the impairment of goodwill associated with any of our reporting units.

period-to-period comparison.

- favorable product mix;

- lower freight costs,

- unfavorable foreign exchange.

- higher selling and distribution costs;

- higher advertising and promotion expenses;

- lower other general and administrative expenses.

- an increase in certain compensation-related costs to support innovation and portfolio progression;

- higher spend in project investments; and

Jurisdictional mix of earnings can vary depending on repatriation decisions, operating fluctuations in the normal course of business and the impact of non-deductible items and non-taxable items.

Pillar Two was effective beginning in 2024 and the impact of these provisions is included in our effective tax rate for 2024.

| | | | | | | | | | | | | | | | 24/23 | | | | | | | | | | | | | | | | | | 23/22 | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | 24/23 | | | | | | | | | | | | 23/22 | | | | | | | | |

- Livestock revenue declined due to the impact of the divestiture of our medicated feed additive product portfolio, certain water soluble products and related assets, partially offset by higher sales of cattle products, driven by timing of supply and strong demand for our ceftiofur product line.

Sales of cattle products grew due to price, partially offset by volume declines as compared to the prior year period due to prior year supply recoveries.

Sales of sheep products declined primarily due to supply constraints in Australia compounded by poor market conditions.

Other business activities net loss increased by $66 million, or 13%, in 2024 compared with 2023, reflecting an increase in R&D costs due to an increase in higher project investments, certain compensation-related costs to support innovation, acquisitions and other operating costs.

Corporate expenses increased by $171 million, or 16%, in 2024 compared with 2023, primarily due to higher compensation-related costs, a settlement received from a third-party for underpayment of royalties in the prior year period, investments in information technology and unfavorable foreign exchange.

Jurisdictional mix of earnings can vary depending on repatriation decisions, operating fluctuations in the normal course of business and the impact of non-deductible and non-taxable items.

| | | | | | | | | | | | | | | | | | | | | |

- For 2022, tax benefits related to a deferred adjustment as a result of a change in tax basis.

- For 2022, a tax expense related to changes in valuation allowances related to impairments of certain assets and changes in uncertain tax positions.

For 2022, primarily represents employee termination and exit costs associated with cost-reduction and productivity initiatives in certain international markets, as well as product transfer costs.

For 2022, primarily represents asset impairment charges related to:

- Customer relationships, developed technology rights and property, plant and equipment in our diagnostics, poultry, cattle and swine businesses; and

- Inventory and other charges related to the consolidation of manufacturing sites in China.

| Purchase accounting adjustments | | | | | | 2 | | | | | | 1 | | | | | | 1 | | |

| Purchase accounting adjustments | | | | | | 123 | | | | | | 127 | | | | | | 124 | | |

*Inventories* decreased primarily due to the divestiture of our medicated feed additive product portfolio, certain water soluble products and related assets, as well as higher sales than anticipated for certain products, partially offset by the build-up of certain products for increased demand.

*Identifiable intangible assets, less accumulated amortization* decreased primarily as a result of amortization expense, the divestiture of our medicated feed additive product portfolio, certain water soluble products and related assets, as well as certain asset impairment charges.

*Dividends payable* increased as a result of an increase in the dividend rate for the first quarter 2025 dividend, which was declared on December 12, 2024.

*Other noncurrent liabilities* decreased primarily due to the reversal of certain employee termination costs as a result of a change in strategy from our 2015 operational efficiency initiative and the divestiture of our medicated feed additive product portfolio, certain water soluble products and related assets.

| Short-term borrowings | | | — | | | | | | 3 | | |

These notes are comprised of $600 million aggregate principal amount of 5.400% senior notes due 2025 and $750 million aggregate principal amount of 5.600% senior notes due 2032.

Our foreign exchange derivative instruments at December 31, [removed: 2024] [added: 2025] were analyzed to determine their sensitivity to foreign exchange rate changes.

If the U.S. dollar were to strengthen or weaken against all other currencies by 10%, the amount recorded in cumulative translation adjustment (CTA) within *Accumulated other comprehensive loss* related to our net investment hedge would increase or decrease, respectively, by approximately [removed: $91] [added: $112] million.

Our foreign currency forward-exchange contracts at December 31, [removed: 2024] [added: 2025] were analyzed to determine their sensitivity to foreign exchange rate changes.

If the U.S. dollar were to strengthen or weaken against all other currencies by 10%, the fair value of these contracts would decrease or increase, respectively, by [removed: $33] [added: $53] million.

Additionally, as of December 31, [removed: 2024,] [added: 2025,] because we held certain interest rate swap agreements that have the economic effect of modifying the fixed-interest obligations associated with our 3.900% Senior Notes due 2028 and our 2.00% Senior Notes due 2030, a portion of the fixed-rate interest payable on these senior notes effectively became variable based on SOFR.

At December 31, [removed: 2024,] [added: 2025,] there were no commercial paper borrowings outstanding and no outstanding principal balance under our revolving credit facility.

As of December 31, [removed: 2024,] [added: 2025,] if SOFR-based interest rates would have been higher by 100 basis points, the change would have increased our interest expense annually by approximately $3 million, as it relates to our fixed to floating interest rate swap agreements.

At December 31, [removed: 2024,] [added: 2025,] our cash equivalents were primarily invested in money market funds.

53 |

In anticipation of issuing fixed-rate debt, we may use forward-starting interest rate swaps that are designated as cash flow hedges to hedge against changes in interest rates that could impact expected future issuances of debt.

A 100-basis point increase or (decrease) in SOFR-based interest rates would have resulted in a increase or (decrease) in the fair value of our forward-starting interest rate swaps by $20 million and $(23) million, respectively at December 31, 2024.

51 |

[removed: For over 70] [added: With a legacy of nearly 75] years, we [removed: have been innovating] [added: continue to pioneer] ways to predict, prevent, detect, and treat animal illness, [removed: and continue to stand by] [added: supporting] those raising and caring for animals worldwide - from veterinarians and pet owners to livestock producers.

Unless the context requires otherwise, references to “Zoetis,” “the company,” “we,” “us” or “our” in this Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2024 (2024] [added: 2025 (2025] Annual Report) refer to Zoetis Inc., a Delaware corporation, and its subsidiaries.

In addition, unless the context requires otherwise, references to “Pfizer” in this [removed: 2024] [added: 2025] Annual Report refer to Pfizer Inc., a Delaware corporation, and its subsidiaries.

- United States (U.S.) with revenue of [removed: $5,074] [added: $5,097] million, or [removed: 55%] [added: 54%] of total revenue for the year ended December 31, [removed: 2024;] [added: 2025;] and

- International with revenue of [removed: $4,102] [added: $4,254] million, or [removed: 44%] [added: 45%] of total revenue for the year ended December 31, [removed: 2024.][added: 2025.]

In addition, our Client Supply Services (CSS) [removed: organization] [added: organization,] which provides contract manufacturing services to third parties, and our human health products, together represented approximately 1% of our total revenue for the year ended December 31, [removed: 2024.][added: 2025.]

Our [removed: 2024] [added: 2025] revenue for the U.S. and key international markets, together with the percentage of revenue attributable to companion animal and livestock products in those markets, is as follows:

| Australia | | | [removed: $319] [added: $329] | | | 53% | | | 47% | | |

| Spain | | | [removed: $130] [added: $145] | | | 60% | | | 40% | | |

[Financial Statements and Supplementary [removed: Data](#i0c3ebb41425547159511304d1b91c04d_142):] [added: Data](#i598f80a948a64398a7ab7b7bc3f89ea3_142):] Notes to Consolidated Financial Statements—Note 4.

[removed: Segment Information.*] Our [removed: 2024] [added: 2025] reported revenue for each segment, by species, is as follows:

[removed: ][added: ]

We [added: typically] refer to all products with the same primary active pharmaceutical or biological ingredient(s) as a single product line, even if such products include different brands, dosages, formulations or indicated species.

Companion animal products represented approximately [removed: 68%] [added: 70%] of our revenue for the year ended December 31, [removed: 2024.][added: 2025.]

Livestock products represented approximately [removed: 31%] [added: 29%] of our revenue for the year ended December 31, [removed: 2024.][added: 2025.]

In addition, our CSS organization, which provides contract manufacturing services to third parties, and our human health [added: diagnostics] products, together represented approximately 1% of our total revenue for the year ended December 31, [removed: 2024.][added: 2025.]

Our remaining revenue is derived from other non-pharmaceutical product categories, such as nutritionals, as well as products and services in biodevices, genetic [removed: tests] [added: testing] and precision animal health.

Fostera Gold PCV MH, the only vaccine to contain two PCV2 genotypes and long-lasting M. hyo coverage, was approved in the [added: U.S. and Canada in 2018 and has since been approved in many key markets globally.]

[removed: U.S.] [added: Simparica Trio, a triple combination parasiticide for dogs, was approved in the EU] and Canada in [removed: 2018] [added: 2019, the U.S. in 2020] and has since been approved in [removed: many] [added: other] key markets globally.

- [removed: Librela®(bedinvetmab),] [added: Librela® (bedinvetmab),] the first and only injectable mAb therapy for monthly alleviation of [removed: osteoarthritis (OA)] [added: OA] pain in dogs, was approved in the EU in 2020 and has since been approved in other key markets globally, including the U.S. in [removed: 2023 and China in 2024;][added: 2023;]

- ProHeart® 6 (moxidectin), a twice a year injection to prevent heartworm disease in dogs 6 months of age and older, was approved in the U.S. in [removed: 2021;] [added: 2001;] In 2019, ProHeart® 12 (moxidectin), a once-yearly injection to prevent heartworm disease in dogs 12 months of age and [removed: older;][added: older was approved in the U.S.;]

- [removed: Revolution® Plus/Stronghold®] [added: Revolution Plus/Stronghold] Plus (selamectin/sarolaner), a topical combination product that treats ticks, fleas, ear mites, lice and gastrointestinal worms and prevents heartworm disease in cats, received EU approval in 2017 and has since been approved in other key markets globally, including the U.S., and [added: since 2024 has] received approval in [removed: 2024 in] key markets globally for new claims related to the treatment and control of lone star tick infestations, flea tapeworm and efficacy against notoedres mange, making it the only parasiticide for cats on the market to defend against four types of ticks;

- [removed: Simparica®] [added: Simparica] (sarolaner) Chewables, a monthly chewable tablet for dogs to control fleas and ticks, was approved in the EU in 2015, the U.S. in 2016 and has since been approved in other key markets globally.

Since 2016, Zoetis has added new and innovative enhancements to this product line in the U.S. and other key markets with Vanguard crLyme, Vanguard Rapid Resp Intranasal, Vanguard B Oral, Vanguard CIV [removed: H3N2/H3N8] [added: H3N2/H3N8, Vanguard Recombishield™] and Versican Plus Bb Oral.

We pursue the development of new vaccines for emerging infectious diseases, with an operating philosophy of “first to know and fast to market.” Examples of the successful execution of this strategy include the first SARS-CoV-2 (COVID-19) vaccine to help protect the health and well-being of more than 300 mammalian species living in zoos, aquariums, conservatories and other animal organizations around the world; the first equine vaccine for West Nile virus in the U.S. and EU; the first swine vaccine for pandemic H1N1 influenza virus in the U.S.; the first conditionally licensed vaccine against the pandemic H5N1 bird flu in the U.S. and EU, which we provided to the U.S. Department of Agriculture when it recommended our vaccine be used by the U.S. Fish and Wildlife Service to help protect California condors in 2023; a [added: conditional license for our Avian Influenza, H5N2, Subtype 2 vaccine for use in chickens; a] conditionally licensed vaccine to help fight porcine epidemic diarrhea virus (PEDv) in the U.S.; and the first conditionally licensed vaccine to help prevent the H3N2 type of canine influenza that emerged in the [removed: U.S. Because approximately 60% of infectious diseases in humans originate in animals (according to CDC) we take a "One Health" approach; vaccinating animals can help contain emerging infectious diseases] [added: U.S.;] and [removed: limit] [added: the first and only conditionally licensed vaccine for H5N2 in lactating dairy cattle when it] spread [added: from poultry] to [removed: other species including humans.][added: cattle.]

Since 2020, the company has partnered with Colorado State University to increase our understanding of the potential use of immunomodulators in livestock that could reduce the need for antibiotics, as well as advance our understanding of the biology of key diseases affecting companion [removed: animals] [added: animals,] which could lead to new therapies that [removed: can treat chronic health conditions in pets.]

In 2023, the company enhanced its Vetscan [removed: Imagyst] [added: Imagyst®] platform by adding artificial intelligence (AI) dermatology and AI fecal for equine, which uses a combination of image recognition technology, algorithms and cloud-based AI to deliver rapid testing results to veterinary clinics.

In [removed: 2024,] [added: 2025,] our two top-selling products and product lines, Simparica/Simparica Trio and Apoquel/Apoquel Chewable, contributed approximately [removed: 15%] [added: 16%] and [removed: 11%,] [added: 12%,] respectively, of our revenue.

Combined with our next three top-selling products and product lines, Cytopoint, Librela and our ceftiofur line, these five products and product lines contributed approximately [removed: 41%] [added: 42%] of our revenue.

In [removed: 2024,] [added: 2025,] our ten top-selling products and product lines contributed approximately [removed: 55%] [added: 57%] of our revenue.

Our products and product lines that represented approximately 1% or more of our revenue in [removed: 2024,] [added: 2025,] which [removed: comprise] [added: together comprised] approximately [removed: 69%] [added: 71%] of our total revenue, are as follows (listed alphabetically by product category):

Operations outside the U.S. accounted for [removed: 44%] [added: 45%] of our total revenue for the year ended December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] our sales organization consisted of approximately [removed: 4,050] [added: 3,900] employees.

We sell our livestock products primarily to veterinarians and livestock producers, including beef and dairy farmers as well as pork and poultry operators, in addition to third-party veterinary distributors and retail [removed: outlets][added: outlets, who then typically sell the products to livestock producers.]

Sales to our largest customer, a U.S. veterinary distributor, represented approximately [removed: 14%] [added: 16%] of total revenue for [removed: 2024.][added: 2025.]

We incurred R&D expenses of [removed: $686] [added: $698] million in [removed: 2024, $614] [added: 2025, $686] million in [removed: 2023] [added: 2024] and [removed: $539] [added: $614] million in [removed: 2022.][added: 2023.]

As of December 31, [removed: 2024,] [added: 2025,] we employed approximately [removed: 1,600] [added: 1,700] employees in our global R&D operations.

We have R&D operations co-located with manufacturing sites in Rutherford, Australia; Louvain-la-Neuve, Belgium; Campinas, Brazil; Suzhou, China; [removed: Farum, Denmark;] Olot, Spain; and in the following U.S. locations: [removed: Union City, California;] Charles City, Iowa; Kalamazoo, Michigan; Durham, North Carolina; and Lincoln, Nebraska.

We have a global manufacturing network of [removed: 22] [added: 21] sites operated by us.

| Buellton | | | | | | California, U.S. | | | | | | [removed: Olot] [added: Overhalla] | | | | | | [removed: Spain] [added: Norway] | | |

| United States | | | $5,097 | | | 83% | | | 17% | | |

| Total International | | | $4,254 | | | 56% | | | 44% | | |

| Brazil | | | $393 | | | 38% | | | 62% | | |

| Canada | | | $290 | | | 61% | | | 39% | | |

| Chile | | | $139 | | | 24% | | | 76% | | |

| China | | | $227 | | | 72% | | | 28% | | |

| France | | | $165 | | | 68% | | | 32% | | |

| Germany | | | $236 | | | 80% | | | 20% | | |

| Italy | | | $137 | | | 81% | | | 19% | | |

| Japan | | | $154 | | | 71% | | | 29% | | |

| Mexico | | | $160 | | | 41% | | | 59% | | |

| United Kingdom | | | $325 | | | 79% | | | 21% | | |

| Other Developed | | | $641 | | | 48% | | | 52% | | |

| Other Emerging | | | $913 | | | 47% | | | 53% | | |

Segment Information.* In 2026, we expect to eliminate the one-month lag in reporting of our subsidiaries operating outside the U.S. and align the fiscal years of the subsidiaries within our U.S. segment and the subsidiaries within our International segment.

For additional information regarding the expected fiscal year alignment of our subsidiaries operating outside the U.S. and the impact thereof, see *Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations* and *Item 8.

Financial Statements and Supplementary Data: Notes to Consolidated Financial Statements-Note 2.

Basis of Presentation.*

- other pharmaceutical: hormones, cardiopulmonary, topical and oral hygiene therapeutics, central nervous system drugs, diuretics, antiemetic, euthanasia, hepato-digestive products and other categories; and

For example, the first product in our Simparica® (sarolaner) product line, a monthly oral chewable tablet to prevent fleas and ticks, was launched in February 2016.

In 2020, we expanded the franchise with Simparica Trio®, which combines sarolaner with moxidectin and pyrantel, expanding the spectrum of protection for dogs to include fleas, ticks, heartworm and gastro-intestinal nematodes.

Over the years we have generated significant lifecycle enhancements for these brands including claims for the prevention of flea tapeworm infections and prevention of infections with Borrelia burgdorferi which causes Lyme disease in dogs.

The active ingredient in our Simparica products (sarolaner) is also utilized in our Revolution® Plus/Stronghold® Plus (selamectin/sarolaner) brands which are indicated for the treatment of fleas, ticks, ear mites, ear mites, lice and gastrointestinal worms and the prevention of heartworm disease in cats.

- Dectomax®\-CA1 Injectable, the first parasite control product for the prevention and treatment of New World screwworm myiasis in cattle, received conditional approval in the U.S. from the FDA in 2025;

- Lenivia® (izenivetmab), the first and only long-acting injectable mAb therapy, with a three-month dosing interval, for the alleviation of osteoarthritis (OA) pain in dogs, was approved in the EU and Canada in 2025;

- Portela® (relfovetmab), the first and only long-acting injectable mAb therapy, with a three-month dosing interval, for the alleviation of OA pain in cats, was approved in the EU and Canada in 2025;

In 2025, Simparica Trio received approval in key markets globally for a new label indication to prevent flea tapeworm infections by killing fleas in treated dogs.

The H5N2 vaccine is now being used by the National Oceanic and Atmospheric Administration to help protect endangered Hawaiian monk seals.

Because approximately 60% of infectious diseases in humans originate in animals (according to Centers for Disease Control and Prevention), we take a "One Health" approach; vaccinating animals can help contain emerging infectious diseases and limit spread to other species, including humans.

can treat chronic health conditions in pets.

In 2025, the company added AI Masses, which detects potentially neoplastic cells, to the Vetscan Imagyst platform.

In 2025, the company acquired Veterinary Pathology Group, a leading veterinary diagnostic laboratory group with multiple locations across the U.K. and Ireland.

| Campinas | | | | | | Brazil | | | | | | Rathdrum | | | | | | Ireland | | |

| Catania | | | | | | Italy | | | | | | Rutherford | | | | | | Australia | | |

| Olot | | | | | | Spain | | | | | | | | | | | | | | |

There are also a number of mid-sized competitors in both companion animal and livestock, and further start-ups with narrower focuses working in the animal health area.

states.

The EU-specific regulation regarding human *in vitro* diagnostics is the *In Vitro* Diagnostic Medical Devices Regulation (Regulation (EU) 2017/746) (IVDR).

We are also subject to an increasingly complex and growing number of laws, regulations, and directive governing cybersecurity, data security, and the protection of information systems.

| United States | | | $5,074 | | | 80% | | | 20% | | |

| Total International | | | $4,102 | | | 54% | | | 46% | | |

| Brazil | | | $414 | | | 41% | | | 59% | | |

| Canada | | | $277 | | | 62% | | | 38% | | |

| Chile | | | $123 | | | 23% | | | 77% | | |

| China | | | $270 | | | 69% | | | 31% | | |

| France | | | $156 | | | 66% | | | 34% | | |

| Germany | | | $225 | | | 77% | | | 23% | | |

| Italy | | | $129 | | | 78% | | | 22% | | |

| Japan | | | $147 | | | 70% | | | 30% | | |

| Mexico | | | $169 | | | 36% | | | 64% | | |

| United Kingdom | | | $314 | | | 78% | | | 22% | | |

| Other Developed | | | $564 | | | 49% | | | 51% | | |

| Other Emerging | | | $865 | | | 42% | | | 58% | | |

- other pharmaceutical: antiemetic, reproductive and oncology products; and

For example, the first product in our ceftiofur line was an anti-infective approved for treating bovine respiratory disease (BRD) in cattle that was administered via intramuscular injection.

Through follow-on studies and reformulations, we have expanded the product line into additional cattle claims and administration routes, as well as other species and regions.

The ceftiofur product line currently includes the brands Excede®, Excenel®, Naxcel® and Spectramast®.

Simparica Trio®, a triple combination parasiticide for dogs, was approved in the EU and Canada in 2019, the U.S. in 2020 and has since been approved in other key markets globally.

We continue to benefit from our past efforts to establish an early and direct presence in many emerging markets, such as Brazil, Chile, China and Mexico, and we believe we are one of the largest animal health medicines and vaccines businesses as measured by revenue across emerging markets as a whole.

who then typically sell the products to livestock producers.

| Campinas | | | | | | Brazil | | | | | | Overhalla | | | | | | Norway | | |

| Catania | | | | | | Italy | | | | | | Rathdrum | | | | | | Ireland | | |

| Farum | | | | | | Denmark | | | | | | Suzhou | | | | | | China | | |

In 2024, we ceased all operations at our Weibern, Austria site, and completed the divestiture of our medicated feed additive product portfolio, certain water soluble products and related assets, which included sites manufacturing those products in Chicago Heights, Illinois (U.S.); Eagle Grove, Iowa (U.S.); Medolla, Italy; Salisbury, Maryland (U.S.); Suzhou, China; and Willow Island, West Virginia (U.S.).

There are also several new start-up companies working in the animal health area.

Exceptions are the formulation patent that expires in November 2025 in Japan, and formulation and active ingredient patents in Brazil which expire in July and December 2025, respectively.

As previously disclosed, we acquired Platinum Performance (Platinum) in August 2019.

During the integration process, after the closing of the acquisition, we discovered that Platinum had initiated certain transactions involving sales of food, medicine or devices to individuals or entities who may have been resident in or had ties to Iran.

These sales were not conducted pursuant to a general license from OFAC and potentially violated the Iranian Transactions and Sanctions Regulations (ITSR) administered by OFAC.

We submitted an initial voluntary disclosure to OFAC in February 2020 while our internal investigation was ongoing.

After concluding our internal investigation, in December 2020, we submitted a final voluntary disclosure to OFAC and the U.S. Department

of Justice regarding these transactions.

In July 2023, OFAC provided a No Action letter confirming a final determination that no further action would be taken in the matter.

We do not anticipate any further correspondence from the Department of Justice as the statutory response period has lapsed without a response.

In addition, we are subject to a wide variety of state level regulations in the United States covering topics such as the environment, animal welfare and privacy.

Compliance with

Robert J.

Polzer

Dr. Polzer joined Zoetis in 2015 as the Head of Global Therapeutics.

The aggregate market value of the voting stock held by nonaffiliates of the registrant as of June 30, [removed: 2024,] [added: 2025,] the last business day of the registrant's most recently completed second fiscal quarter, was [removed: $78,673] [added: $69,233] million.

The number of shares outstanding of the registrant's common stock as of February [removed: 7, 2025] [added: 6, 2026] was [removed: 447,791,917] [added: 422,127,709] shares.

Portions of the registrant’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders (hereinafter referred to as the [removed: “2025] [added: “2026] Proxy Statement”) are incorporated into Part III of this Form 10-K.

| [PART [removed: I](#i0c3ebb41425547159511304d1b91c04d_10)] [added: I](#i598f80a948a64398a7ab7b7bc3f89ea3_10)] | | | | | | | | | | | | Page | | |

| Item 1. | | | | | | [removed: [Business](#i0c3ebb41425547159511304d1b91c04d_13)] [added: [Business](#i598f80a948a64398a7ab7b7bc3f89ea3_13)] | | | | | | | | |

| | | | | | | [Operating [removed: Segments](#i0c3ebb41425547159511304d1b91c04d_19)] [added: Segments](#i598f80a948a64398a7ab7b7bc3f89ea3_19)] | | | | | | [removed: [1](#i0c3ebb41425547159511304d1b91c04d_19)] [added: [1](#i598f80a948a64398a7ab7b7bc3f89ea3_19)] | | |

| | | | | | | [International [removed: Operations](#i0c3ebb41425547159511304d1b91c04d_25)] [added: Operations](#i598f80a948a64398a7ab7b7bc3f89ea3_25)] | | | | | | [removed: [6](#i0c3ebb41425547159511304d1b91c04d_25)] [added: [7](#i598f80a948a64398a7ab7b7bc3f89ea3_25)] | | |

| | | | | | | [Sales and [removed: Marketing](#i0c3ebb41425547159511304d1b91c04d_28)] [added: Marketing](#i598f80a948a64398a7ab7b7bc3f89ea3_28)] | | | | | | [removed: [6](#i0c3ebb41425547159511304d1b91c04d_28)] [added: [7](#i598f80a948a64398a7ab7b7bc3f89ea3_28)] | | |

| | | | | | | [Research and [removed: Development](#i0c3ebb41425547159511304d1b91c04d_34)] [added: Development](#i598f80a948a64398a7ab7b7bc3f89ea3_34)] | | | | | | [removed: [7](#i0c3ebb41425547159511304d1b91c04d_34)] [added: [8](#i598f80a948a64398a7ab7b7bc3f89ea3_34)] | | |

| | | | | | | [Manufacturing and Supply [removed: Chain](#i0c3ebb41425547159511304d1b91c04d_37)] [added: Chain](#i598f80a948a64398a7ab7b7bc3f89ea3_37)] | | | | | | [removed: [7](#i0c3ebb41425547159511304d1b91c04d_37)] [added: [8](#i598f80a948a64398a7ab7b7bc3f89ea3_37)] | | |

| | | | | | | [Intellectual [removed: Property](#i0c3ebb41425547159511304d1b91c04d_43)] [added: Property](#i598f80a948a64398a7ab7b7bc3f89ea3_43)] | | | | | | [removed: [8](#i0c3ebb41425547159511304d1b91c04d_43)] [added: [9](#i598f80a948a64398a7ab7b7bc3f89ea3_43)] | | |

| | | | | | | [Human Capital [removed: Management](#i0c3ebb41425547159511304d1b91c04d_49)] [added: Management](#i598f80a948a64398a7ab7b7bc3f89ea3_49)] | | | | | | [removed: [11](#i0c3ebb41425547159511304d1b91c04d_49)] [added: [12](#i598f80a948a64398a7ab7b7bc3f89ea3_49)] | | |

| | | | | | | [Information about our Executive [removed: Officers](#i0c3ebb41425547159511304d1b91c04d_52)] [added: Officers](#i598f80a948a64398a7ab7b7bc3f89ea3_52)] | | | | | | [removed: [12](#i0c3ebb41425547159511304d1b91c04d_52)] [added: [13](#i598f80a948a64398a7ab7b7bc3f89ea3_52)] | | |

| | | | | | | [Environmental, Health and [removed: Safety](#i0c3ebb41425547159511304d1b91c04d_55)] [added: Safety](#i598f80a948a64398a7ab7b7bc3f89ea3_55)] | | | | | | [removed: [13](#i0c3ebb41425547159511304d1b91c04d_55)] [added: [15](#i598f80a948a64398a7ab7b7bc3f89ea3_55)] | | |

| | | | | | | [Available [removed: Information](#i0c3ebb41425547159511304d1b91c04d_58)] [added: Information](#i598f80a948a64398a7ab7b7bc3f89ea3_58)] | | | | | | [removed: [14](#i0c3ebb41425547159511304d1b91c04d_58)] [added: [15](#i598f80a948a64398a7ab7b7bc3f89ea3_58)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i0c3ebb41425547159511304d1b91c04d_61)] [added: Factors](#i598f80a948a64398a7ab7b7bc3f89ea3_61)] | | | | | | [removed: [15](#i0c3ebb41425547159511304d1b91c04d_61)] [added: [16](#i598f80a948a64398a7ab7b7bc3f89ea3_61)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i0c3ebb41425547159511304d1b91c04d_64)] [added: Comments](#i598f80a948a64398a7ab7b7bc3f89ea3_64)] | | | | | | [removed: [27](#i0c3ebb41425547159511304d1b91c04d_64)] [added: [29](#i598f80a948a64398a7ab7b7bc3f89ea3_64)] | | |

| Item 1C. | | | | | | [removed: [Cybersecurity](#i0c3ebb41425547159511304d1b91c04d_67)] [added: [Cybersecurity](#i598f80a948a64398a7ab7b7bc3f89ea3_67)] | | | | | | [removed: [27](#i0c3ebb41425547159511304d1b91c04d_67)] [added: [29](#i598f80a948a64398a7ab7b7bc3f89ea3_67)] | | |

| Item 2. | | | | | | [removed: [Properties](#i0c3ebb41425547159511304d1b91c04d_70)] [added: [Properties](#i598f80a948a64398a7ab7b7bc3f89ea3_70)] | | | | | | [removed: [28](#i0c3ebb41425547159511304d1b91c04d_70)] [added: [30](#i598f80a948a64398a7ab7b7bc3f89ea3_70)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i0c3ebb41425547159511304d1b91c04d_73)] [added: Proceedings](#i598f80a948a64398a7ab7b7bc3f89ea3_73)] | | | | | | [removed: [28](#i0c3ebb41425547159511304d1b91c04d_73)] [added: [30](#i598f80a948a64398a7ab7b7bc3f89ea3_73)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i0c3ebb41425547159511304d1b91c04d_76)] [added: Disclosures](#i598f80a948a64398a7ab7b7bc3f89ea3_76)] | | | | | | [removed: [28](#i0c3ebb41425547159511304d1b91c04d_76)] [added: [30](#i598f80a948a64398a7ab7b7bc3f89ea3_76)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i0c3ebb41425547159511304d1b91c04d_82)] [added: Securities](#i598f80a948a64398a7ab7b7bc3f89ea3_82)] | | | | | | [removed: [29](#i0c3ebb41425547159511304d1b91c04d_82)] [added: [31](#i598f80a948a64398a7ab7b7bc3f89ea3_82)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i0c3ebb41425547159511304d1b91c04d_85)] [added: Operations](#i598f80a948a64398a7ab7b7bc3f89ea3_85)] | | | | | | [removed: [31](#i0c3ebb41425547159511304d1b91c04d_85)] [added: [33](#i598f80a948a64398a7ab7b7bc3f89ea3_85)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i0c3ebb41425547159511304d1b91c04d_139)] [added: Risk](#i598f80a948a64398a7ab7b7bc3f89ea3_139)] | | | | | | [removed: [51](#i0c3ebb41425547159511304d1b91c04d_139)] [added: [53](#i598f80a948a64398a7ab7b7bc3f89ea3_139)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i0c3ebb41425547159511304d1b91c04d_142)] [added: Data](#i598f80a948a64398a7ab7b7bc3f89ea3_142)] | | | | | | [removed: [52](#i0c3ebb41425547159511304d1b91c04d_142)] [added: [54](#i598f80a948a64398a7ab7b7bc3f89ea3_142)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i0c3ebb41425547159511304d1b91c04d_232)] [added: Disclosure](#i598f80a948a64398a7ab7b7bc3f89ea3_229)] | | | | | | [removed: [91](#i0c3ebb41425547159511304d1b91c04d_232)] [added: [93](#i598f80a948a64398a7ab7b7bc3f89ea3_229)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i0c3ebb41425547159511304d1b91c04d_235)] [added: Procedures](#i598f80a948a64398a7ab7b7bc3f89ea3_232)] | | | | | | [removed: [91](#i0c3ebb41425547159511304d1b91c04d_235)] [added: [93](#i598f80a948a64398a7ab7b7bc3f89ea3_232)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i0c3ebb41425547159511304d1b91c04d_238)] [added: Information](#i598f80a948a64398a7ab7b7bc3f89ea3_235)] | | | | | | [removed: [91](#i0c3ebb41425547159511304d1b91c04d_238)] [added: [93](#i598f80a948a64398a7ab7b7bc3f89ea3_235)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i0c3ebb41425547159511304d1b91c04d_241)] [added: Inspections](#i598f80a948a64398a7ab7b7bc3f89ea3_238)] | | | | | | [removed: [91](#i0c3ebb41425547159511304d1b91c04d_241)] [added: [93](#i598f80a948a64398a7ab7b7bc3f89ea3_238)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i0c3ebb41425547159511304d1b91c04d_247)] [added: Governance](#i598f80a948a64398a7ab7b7bc3f89ea3_244)] | | | | | | [removed: [92](#i0c3ebb41425547159511304d1b91c04d_247)] [added: [94](#i598f80a948a64398a7ab7b7bc3f89ea3_244)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i0c3ebb41425547159511304d1b91c04d_250)] [added: Compensation](#i598f80a948a64398a7ab7b7bc3f89ea3_247)] | | | | | | [removed: [92](#i0c3ebb41425547159511304d1b91c04d_250)] [added: [94](#i598f80a948a64398a7ab7b7bc3f89ea3_247)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i0c3ebb41425547159511304d1b91c04d_253)] [added: Matters](#i598f80a948a64398a7ab7b7bc3f89ea3_250)] | | | | | | [removed: [92](#i0c3ebb41425547159511304d1b91c04d_253)] [added: [94](#i598f80a948a64398a7ab7b7bc3f89ea3_250)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i0c3ebb41425547159511304d1b91c04d_256)] [added: Independence](#i598f80a948a64398a7ab7b7bc3f89ea3_253)] | | | | | | [removed: [92](#i0c3ebb41425547159511304d1b91c04d_256)] [added: [94](#i598f80a948a64398a7ab7b7bc3f89ea3_253)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#i0c3ebb41425547159511304d1b91c04d_259)] [added: Services](#i598f80a948a64398a7ab7b7bc3f89ea3_256)] | | | | | | [removed: [92](#i0c3ebb41425547159511304d1b91c04d_259)] [added: [94](#i598f80a948a64398a7ab7b7bc3f89ea3_256)] | | |

| Item 15. | | | | | | [Exhibit, Financial Statement [removed: Schedules](#i0c3ebb41425547159511304d1b91c04d_265)] [added: Schedules](#i598f80a948a64398a7ab7b7bc3f89ea3_262)] | | | | | | [removed: [93](#i0c3ebb41425547159511304d1b91c04d_265)] [added: [95](#i598f80a948a64398a7ab7b7bc3f89ea3_262)] | | |

| Item 16. | | | | | | [Form 10-K [removed: Summary](#i0c3ebb41425547159511304d1b91c04d_268)] [added: Summary](#i598f80a948a64398a7ab7b7bc3f89ea3_265)] | | | | | | [removed: [93](#i0c3ebb41425547159511304d1b91c04d_268)] [added: [95](#i598f80a948a64398a7ab7b7bc3f89ea3_265)] | | |

| | | | December 31, 2025 | | | | | |

| | | | | | | [Overview](#i598f80a948a64398a7ab7b7bc3f89ea3_16) | | | | | | [1](#i598f80a948a64398a7ab7b7bc3f89ea3_16) | | |

| | | | | | | [Products](#i598f80a948a64398a7ab7b7bc3f89ea3_22) | | | | | | [3](#i598f80a948a64398a7ab7b7bc3f89ea3_22) | | |

| | | | | | | [Customers](#i598f80a948a64398a7ab7b7bc3f89ea3_31) | | | | | | [7](#i598f80a948a64398a7ab7b7bc3f89ea3_31) | | |

| | | | | | | [Competition](#i598f80a948a64398a7ab7b7bc3f89ea3_40) | | | | | | [9](#i598f80a948a64398a7ab7b7bc3f89ea3_40) | | |

| | | | | | | [Regulatory](#i598f80a948a64398a7ab7b7bc3f89ea3_46) | | | | | | [10](#i598f80a948a64398a7ab7b7bc3f89ea3_46) | | |

| [PART II](#i598f80a948a64398a7ab7b7bc3f89ea3_79) | | | | | | | | | | | | | | |

| [PART III](#i598f80a948a64398a7ab7b7bc3f89ea3_241) | | | | | | | | | | | | | | |

| [PART IV](#i598f80a948a64398a7ab7b7bc3f89ea3_259) | | | | | | | | | | | | | | |

| [EXHIBIT INDEX](#i598f80a948a64398a7ab7b7bc3f89ea3_268) | | | | | | | | | | | | [96](#i598f80a948a64398a7ab7b7bc3f89ea3_268) | | |

| [SIGNATURES](#i598f80a948a64398a7ab7b7bc3f89ea3_271) | | | | | | | | | | | | [100](#i598f80a948a64398a7ab7b7bc3f89ea3_271) | | |

| | | | December 31, 2024 | | | | | |

| | | | | | | [Overview](#i0c3ebb41425547159511304d1b91c04d_16) | | | | | | [1](#i0c3ebb41425547159511304d1b91c04d_16) | | |

| | | | | | | [Products](#i0c3ebb41425547159511304d1b91c04d_22) | | | | | | [3](#i0c3ebb41425547159511304d1b91c04d_22) | | |

| | | | | | | [Customers](#i0c3ebb41425547159511304d1b91c04d_31) | | | | | | [6](#i0c3ebb41425547159511304d1b91c04d_31) | | |

| | | | | | | [Competition](#i0c3ebb41425547159511304d1b91c04d_40) | | | | | | [8](#i0c3ebb41425547159511304d1b91c04d_40) | | |

| | | | | | | [Regulatory](#i0c3ebb41425547159511304d1b91c04d_46) | | | | | | [9](#i0c3ebb41425547159511304d1b91c04d_46) | | |

| [PART II](#i0c3ebb41425547159511304d1b91c04d_79) | | | | | | | | | | | | | | |

| [PART III](#i0c3ebb41425547159511304d1b91c04d_244) | | | | | | | | | | | | | | |

| [PART IV](#i0c3ebb41425547159511304d1b91c04d_262) | | | | | | | | | | | | | | |

| [EXHIBIT INDEX](#i0c3ebb41425547159511304d1b91c04d_271) | | | | | | | | | | | | [94](#i0c3ebb41425547159511304d1b91c04d_271) | | |

| [SIGNATURES](#i0c3ebb41425547159511304d1b91c04d_274) | | | | | | | | | | | | [98](#i0c3ebb41425547159511304d1b91c04d_274) | | |

Despite the presence of these risks, to date, the identified risks of cybersecurity threats (including as a result of any previous cybersecurity incidents) have not materially [removed: affected, and are not reasonably likely to materially affect,] [added: affected] us or our business strategy, results of operations, or financial condition.

We have an information security training program that includes: monthly awareness articles, a phishing training program (with reports reviewed by the Executive Team), and [added: both] required and optional training modules [added: for our employees and contractors] in our Learning Management System.

While we maintain cybersecurity [removed: insurance,] [added: insurance coverage,] the costs related to cybersecurity threats or disruptions may not be fully insured.

Our information security team includes our Executive Vice President, Chief Digital & Technology Officer and our [removed: Head of Technology Risk, Compliance and] Chief Information Security Officer.

Our Executive Vice President, Chief Digital [removed: and] [added: &] Technology Officer has over 20 years of information technology experience.

The Zoetis information security team also works closely with the Zoetis Legal team, including the Chief [removed: Privacy] [added: Compliance] Officer, to further enhance incident response procedures.

[removed: This plan also includes a standard] framework for categorization of incidents based on risk level and severity, and requires escalation to Zoetis senior management and/or the Audit Committee of the Board of Directors if certain severity levels are met.

The Board of Directors also participates in [removed: annual] [added: periodic] table-top exercises involving simulated data security incidents and the Company’s responses to those incidents.

Our Chief Information Security Officer, has over 20 years of experience in Information Security, with a specialized focus on Life Sciences and expertise in aligning cybersecurity strategies with enterprise objectives.

He holds a bachelor's degree in electronic commerce and a master's degree in information systems.

This plan also includes a standard

29 |

Our Head of Technology Risk, Compliance and Chief Information Security Officer has 37 years of experience in Life Sciences Information Technology, including over 20 years of experience in information security and holds bachelor’s degrees in computer science and biology.

27 |

We have approximately [removed: 184] [added: 173] owned and leased properties, amounting to approximately [removed: 11.4] [added: 11.5] million square feet, around the world for sales and marketing, customer service, regulatory compliance, R&D, manufacturing and distribution, and administrative support [removed: functions.][added: functions, which serve both our U.S. and International operating segments.]

Our largest R&D and manufacturing facilities are located at our owned [removed: site] [added: sites] located in [added: the] Kalamazoo, [removed: Michigan,] [added: Michigan area,] which represents approximately 1.6 million square [removed: feet.][added: feet and largely supports the production of products for U.S. and global markets.]

In addition, our global manufacturing network continues to be supplemented by over [removed: 110 CMOs.][added: 90 CMOs, which our International operating segment mainly relies on.]

Our operations extend internationally to [removed: 57] [added: 56] countries.

30 |

28 |

As of February [removed: 7, 2025,] [added: 6, 2026,] there were [removed: 447,791,917] [added: 422,127,709] shares of our common stock outstanding, held by [removed: 1,468] [added: 1,356] shareholders of record.

[removed: On December 7, 2021,] [added: In August 2024,] our Board of Directors authorized a multi-year share repurchase program of up to [removed: $3.5] [added: $6] billion of our outstanding common stock.

As of December 31, [removed: 2024,] [added: 2025,] there was [removed: $5.6] [added: $2.4] billion remaining under this authorization.

Issuer purchases of equity securities for the three months ended December 31, [removed: 2024] [added: 2025] were as follows:

| | | | Total Number of Shares Purchased(a) | | | Average Price Paid Per Share | | | Total Number of Shares Purchased as Part of Publicly Announced [added: Plans or] Programs | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs | | |

(a) The company repurchased [removed: 2,972] [added: 2,959] shares during the three-month period ended December 31, [removed: 2024,] [added: 2025,] that were not part of the publicly announced share repurchase authorization.

The graph below compares the cumulative total shareholder return on an investment in our common stock, the S&P 500 Index and the S&P 500 Pharmaceuticals Index for the five fiscal years beginning with the close of trading on December 31, [removed: 2019] [added: 2020] and ending December 31, [removed: 2024.][added: 2025.]

The graph assumes an investment of $100 on December 31, [removed: 2019,] [added: 2020,] in our common stock, the S&P 500 Index and the S&P 500 Pharmaceuticals Index and assumes dividends, if any, were reinvested.

[removed: ][added: ]

| | | | December 31, [removed: 2019 | | | December 31,] 2020 | | | December 31, 2021 | | | December 31, 2022 | | | December 31, 2023 | | | December 31, 2024 | | | [added: December 31, 2025 | | |]

In connection with the December 18, 2025 private offering of 0.250% convertible senior notes, we used $248 million of the net proceeds from the offering to purchase approximately 2.1 million shares of Zoetis’ common stock.

Following the date of the offering, we used the remaining $1,535 million of net proceeds for additional repurchases of common stock, which were substantially completed as of December 31, 2025.

| October 1 - October 31, 2025 | | | 775,688 | | | $144.58 | | | 773,904 | | | $4,377,338,376 | | |

| November 1 - November 30, 2025 | | | 2,342,900 | | | $121.99 | | | 2,342,306 | | | $4,091,597,203 | | |

| December 1 - December 31, 2025 | | | 13,450,458 | | | $123.54 | | | 13,449,877 | | | $2,428,938,090 | | |

| Total | | | 16,569,046 | | | $124.31 | | | 16,566,087 | | | $2,428,938,090 | | |

Our quarterly cash dividend was $0.50 per share of common stock in fiscal year 2025.

We currently expect to continue paying dividends consistent with our historic dividend payments.

31 |

| Zoetis Inc. | | | $100 | | | $148.26 | | | $89.69 | | | $121.90 | | | $101.62 | | | $79.52 | | |

| S&P 500 Index | | | $100 | | | $128.71 | | | $105.40 | | | $133.10 | | | $166.40 | | | $196.16 | | |

| S&P 500 Pharmaceuticals Index | | | $100 | | | $125.75 | | | $136.38 | | | $136.84 | | | $148.06 | | | $188.27 | | |

32 |

This program was completed as of December 31, 2024.

In August 2024, our Board of Directors authorized a new multi-year share repurchase program of up to $6 billion of our outstanding common stock.

| October 1 - October 31, 2024 | | | 406,138 | | | $187.74 | | | 404,610 | | | $6,123,583,633 | | |

| November 1 - November 30, 2024 | | | 1,235,190 | | | $175.49 | | | 1,234,001 | | | $5,907,016,961 | | |

| December 1 - December 31, 2024 | | | 1,475,700 | | | $175.85 | | | 1,475,445 | | | $5,647,168,628 | | |

| Total | | | 3,117,028 | | | $177.26 | | | 3,114,056 | | | $5,647,168,628 | | |

29 |

| Zoetis Inc. | | | $100 | | | $125.76 | | | $186.46 | | | $112.80 | | | $153.30 | | | $127.80 | | |

| S&P 500 Index | | | $100 | | | $118.40 | | | $152.39 | | | $124.79 | | | $157.59 | | | $197.02 | | |

| S&P 500 Pharmaceuticals Index | | | $100 | | | $107.53 | | | $135.22 | | | $146.65 | | | $147.13 | | | $159.21 | | |

30 |

| Reports of Independent Registered Public Accounting Firm | | | [removed: [53](#i0c3ebb41425547159511304d1b91c04d_145)] [added: [55](#i598f80a948a64398a7ab7b7bc3f89ea3_145)] | | |

| Consolidated Statements of Income for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [56](#i0c3ebb41425547159511304d1b91c04d_151)] [added: [58](#i598f80a948a64398a7ab7b7bc3f89ea3_151)] | | |

| Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [57](#i0c3ebb41425547159511304d1b91c04d_154)] [added: [59](#i598f80a948a64398a7ab7b7bc3f89ea3_154)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: [58](#i0c3ebb41425547159511304d1b91c04d_157)] [added: [60](#i598f80a948a64398a7ab7b7bc3f89ea3_157)] | | |

| Consolidated Statements of Equity for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [59](#i0c3ebb41425547159511304d1b91c04d_160)] [added: [61](#i598f80a948a64398a7ab7b7bc3f89ea3_160)] | | |

| Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [60](#i0c3ebb41425547159511304d1b91c04d_163)] [added: [62](#i598f80a948a64398a7ab7b7bc3f89ea3_163)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [61](#i0c3ebb41425547159511304d1b91c04d_166)] [added: [63](#i598f80a948a64398a7ab7b7bc3f89ea3_166)] | | |

| Schedule II—Valuation and Qualifying Accounts | | | [removed: [90](#i0c3ebb41425547159511304d1b91c04d_229)] [added: [92](#i598f80a948a64398a7ab7b7bc3f89ea3_226)] | | |

We have audited the accompanying consolidated balance sheets of Zoetis Inc. and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 13, 2025] [added: 12, 2026] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As of December 31, [removed: 2024,] [added: 2025,] the Company has recorded gross unrecognized tax benefits of [removed: $213] [added: $221] million.

Amounts recorded as a reduction in accounts receivable as of December 31, [removed: 2024] [added: 2025] are approximately [removed: $257] [added: $260] million and accruals for deductions from revenue included in accrued expenses are approximately [removed: $344] [added: $395] million.

We evaluated the historical accuracy of the Company’s U.S. rebates accrual by comparing the previously recorded accrual as of December 31, [removed: 2023] [added: 2024] to the actual amount that ultimately was paid by the Company during [removed: 2024.][added: 2025.]

We have audited Zoetis Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements), and our report dated February [removed: 13, 2025] [added: 12, 2026] expressed an unqualified opinion on those consolidated financial statements.

| | | | | | | Year Ended December 31, | | | [removed: | | | | | | | | | | | |]

| (MILLIONS OF DOLLARS AND SHARES, EXCEPT PER SHARE DATA) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Revenue | | | | | | $ | [removed: 9,256] [added: 9,467] | | | | | $ | [removed: 8,544] [added: 9,256] | | | | | $ | [removed: 8,080] [added: 8,544] | |

| Cost of sales(a) | | | | | | [removed: 2,719] [added: 2,666] | | | | | | [removed: 2,561] [added: 2,719] | | | | | | [removed: 2,454] [added: 2,561] | | |

| Selling, general and administrative expenses(a) | | | | | | [removed: 2,318] [added: 2,378] | | | | | | [removed: 2,151] [added: 2,318] | | | | | | [removed: 2,009] [added: 2,151] | | |

| Research and development expenses(a) | | | | | | [removed: 686] [added: 698] | | | | | | [removed: 614] [added: 686] | | | | | | [removed: 539] [added: 614] | | |

| Amortization of intangible assets | | | | | | [removed: 141] [added: 128] | | | | | | [removed: 149] [added: 141] | | | | | | [removed: 150] [added: 149] | | |

| Restructuring charges and certain acquisition and divestiture-related costs | | | | | | [removed: 53] [added: 51] | | | | | | 53 | | | | | | [removed: 11] [added: 53] | | |

| Interest expense, net of capitalized interest | | | | | | [removed: 225] [added: 222] | | | | | | [removed: 239] [added: 225] | | | | | | [removed: 221] [added: 239] | | |

| Other (income)/deductions––net | | | | | | [removed: (19)] [added: (36)] | | | | | | [removed: (159)] [added: (19)] | | | | | | [removed: 40] [added: (159)] | | |

| Income before provision for taxes on income | | | | | | [removed: 3,133] [added: 3,360] | | | | | | [removed: 2,936] [added: 3,133] | | | | | | [removed: 2,656] [added: 2,936] | | |

| Provision for taxes on income | | | | | | [removed: 637] [added: 687] | | | | | | [removed: 596] [added: 637] | | | | | | [removed: 545] [added: 596] | | |

| Net income before allocation to noncontrolling interests | | | | | | [removed: 2,496] [added: 2,673] | | | | | | [removed: 2,340] [added: 2,496] | | | | | | [removed: 2,111] [added: 2,340] | | |

| Less: Net income/(loss) attributable to noncontrolling interests | | | | | | [removed: 10] [added: —] | | | | | | [removed: (4)] [added: 10] | | | | | | [removed: (3)] [added: (4)] | | |

| Net income attributable to Zoetis Inc. | | | | | | $ | [removed: 2,486] [added: 2,673] | | | | | $ | [removed: 2,344] [added: 2,486] | | | | | $ | [removed: 2,114] [added: 2,344] | |

| Basic | | | | | | $ | [removed: 5.47] [added: 6.03] | | | | | $ | [removed: 5.08] [added: 5.47] | | | | | $ | [removed: 4.51] [added: 5.08] | |

| Diluted | | | | | | $ | [removed: 5.47] [added: 6.02] | | | | | $ | [removed: 5.07] [added: 5.47] | | | | | $ | [removed: 4.49] [added: 5.07] | |

| Basic | | | | | | [removed: 454.200] [added: 443.443] | | | | | | [removed: 461.172] [added: 454.200] | | | | | | [removed: 468.891] [added: 461.172] | | |

| Diluted | | | | | | [removed: 454.848] [added: 443.835] | | | | | | [removed: 462.269] [added: 454.848] | | | | | | [removed: 470.385] [added: 462.269] | | |

| Dividends declared per common share | | | | | | $ | [removed: 1.796] [added: 2.030] | | | | | $ | [removed: 1.557] [added: 1.796] | | | | | $ | [removed: 1.350] [added: 1.557] | |

| (MILLIONS OF DOLLARS) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net income before allocation to noncontrolling interests | | | | | | $ | [removed: 2,496] [added: 2,673] | | | | | $ | [removed: 2,340] [added: 2,496] | | | | | $ | [removed: 2,111] [added: 2,340] | |

| Unrealized [removed: gains/(losses)] [added: (losses)/gains] on derivatives for cash flow hedges, net of tax of [removed: $1, $(2)] [added: $(6), $1] and [removed: $26] [added: $(2)] for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively | | | | | | [removed: 4] [added: (19)] | | | | | | [removed: (5)] [added: 4] | | | | | | [removed: 86] [added: (5)] | | |

February 12, 2026

February 12, 2026

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,673 | | | | | | — | | | | | | — | | | | | | 2,673 | | |

| Other comprehensive income | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 106 | | | | | | — | | | | | | 106 | | |

| Purchase of capped calls related to the issuance of convertible senior notes, net of tax | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (145) | | | | | | — | | | | | | — | | | | | | — | | | | | | (145) | | |

| Balance, December 31, 2025 | | | | | | 501.9 | | | | | | $ | 5 | | | | | 77.0 | | | | | | $ | (10,685) | | | | | $ | 1,101 | | | | | $ | 13,744 | | | | | $ | (834) | | | | | $ | — | | | | | $ | 3,331 | |

| Net income before allocation to noncontrolling interests | | | | | | $ | 2,673 | | | | | $ | 2,496 | | | | | $ | 2,340 | |

| Proceeds from issuance of convertible debt | | | | | | 2,000 | | | | | | — | | | | | | — | | |

| Payment of premium on capped calls related to convertible debt | | | | | | (187) | | | | | | — | | | | | | — | | |

| Other financing activities | | | | | | (3) | | | | | | — | | | | | | — | | |

(a) For 2025, includes $133 million related to the purchase of transferable federal tax credits.

This guidance requires prospective application and permits retrospective application to prior periods presented.

Accordingly, prior periods were not retrospectively adjusted.

Tax Matters.*

In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815), to more closely align financial reporting with the economics of an entity’s risk management activities.

The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

The amendments in this ASU should be applied prospectively with an option to adopt the amendments for hedging relationships existing as of the date of adoption.

In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606).

The guidance amendments add a new scope exception in ASC 815 for certain contracts and clarifies the accounting for share-based payments to a customer.

The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40).

The guidance amendments remove all references to a prescriptive and sequential software development method, also referred to as “project stages” throughout Subtopic 350-40, and specify new requirements for determining when to begin capitalization of capitalizable project costs.

The amendments in this update are effective for all entities for annual reporting period beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

We are currently evaluating the impact that the new guidance will have on our consolidated financial statements.

Early adoption is permitted.

statements.

As of December 31, 2025, the gross capitalized cloud computing implementation costs were $186 million, with accumulated amortization of $10 million, resulting in a net carrying amount of $176 million.

As of December 31, 2024, the gross capitalized computing implementation costs were $71 million, with accumulated amortization of $4 million, resulting in a net carrying amount of $67 million.

The amortization expense was $6 million, $3 million and $1 million for the years ended December 31, 2025, 2024 and 2023, respectively.

- other pharmaceutical: hormones, cardiopulmonary, topical and oral hygiene therapeutics, central nervous system drugs, diuretics, antiemetic, euthanasia, hepato-digestive products and other categories; and

| Contract manufacturing & human health | | | | | | 116 | | | | | | 80 | | | | | | 78 | | |

| Total Revenue | | | | | | $ | 9,467 | | | | | $ | 9,256 | | | | | $ | 8,544 | |

| Contract manufacturing & human health | | | | | | 116 | | | | | | 80 | | | | | | 78 | | |

| Total Revenue | | | | | | $ | 9,467 | | | | | $ | 9,256 | | | | | $ | 8,544 | |

| (MILLIONS OF DOLLARS) | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | 9,351 | | | | | | 9,176 | | | | | | 8,466 | | |

| Contract manufacturing & human health | | | | | | 116 | | | | | | 80 | | | | | | 78 | | |

| Total Revenue | | | | | | $ | 9,467 | | | | | $ | 9,256 | | | | | $ | 8,544 | |

During 2025, we acquired Veterinary Pathology Group (VPG), a leading veterinary diagnostic laboratory group with multiple locations across the U.K. and Ireland.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

52 |

53 |

February 13, 2025

| Balance, December 31, 2021 | | | | | | 501.9 | | | | | | $ | 5 | | | | | 29.3 | | | | | | $ | (2,952) | | | | | $ | 1,068 | | | | | $ | 7,186 | | | | | $ | (764) | | | | | $ | 1 | | | | | $ | 4,544 | |

| Employee benefit plan contribution from Pfizer Inc.(c) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | |

| Net income/(loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | 2,344 | | | | | | — | | | | | | (4) | | | | | | 2,340 | | |

For 2024 and 2023, includes excise tax accrued on net share repurchases.

(c) Represents contributed capital from Pfizer Inc. associated with service credit continuation for certain Zoetis Inc. employees in Pfizer Inc.'s U.S. qualified defined benefit and U.S. retiree medical plans.

Benefit Plans.*

| Employee benefit plan contribution from Pfizer Inc. | | | | | | — | | | | | | — | | | | | | 3 | | |

| Net proceeds from sale of assets | | | | | | 1 | | | | | | 4 | | | | | | 1 | | |

| (Decrease)/increase in short-term borrowings, net | | | | | | (3) | | | | | | 1 | | | | | | 2 | | |

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.

The new guidance requires expanded annual and interim disclosures for significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.

Segment Information.*

This update is effective for fiscal years beginning after December 15, 2024.

We adjust our estimates and

approximately $257 million and $301 million, respectively.

In the first quarter of 2024, we modified the list of major product categories to include a category for pain and sedation products, which were previously included within other pharmaceutical products.

The prior period presentation has been revised to reflect the new product category.

- other pharmaceutical: antiemetic, reproductive and oncology products; and

important long-term growth drivers for our livestock products in three major ways.

During 2022, we completed the acquisition of Basepaws, a privately held petcare genetics company based in the U.S., which provides pet owners with genetic tests, analytics and early health risk assessments that can help manage the health, wellness and quality of care for their pets and helps Zoetis identify solutions to complex diseases by informing our research and innovation.

We also completed the acquisition of NewMetrica, a privately held company based in Scotland, that provides scientifically-developed instruments to measure quality of life in companion animals.

During 2021, we entered into an agreement to acquire Jurox, a privately held animal health company based in Australia, which develops, manufactures and markets a wide range of veterinary medicines for treating companion animals and livestock.

On September 30, 2022, after satisfying all customary closing conditions, including clearance from the Australian Competition and Consumer Commission, we completed the acquisition of Jurox.

We acquired 100% of the outstanding shares for an aggregate cash purchase price of $226 million, which was adjusted to $240 million for cash and working capital and other adjustments as of the closing date.

Net cash consideration transferred to the seller was $215 million during 2022 and $5 million during 2023.

The transaction was accounted for as a business combination, with the assets acquired and liabilities assumed measured at their respective acquisition date fair values.

The valuation was finalized during 2023.

The table below presents the final fair values allocated to the assets and liabilities of Jurox as of the acquisition date:

| Accounts receivable | | | 8 | | |

| Other noncurrent assets | | | 7 | | |

| Accounts payable | | | 2 | | |

| Total net assets acquired | | | 202 | | |

| Goodwill(d) | | | 38 | | |

| Total consideration | | | $ | 240 | |

(a) Acquired inventory is comprised of finished goods, work in process and raw materials.

Based upon that evaluation as of December 31, [removed: 2024,] [added: 2025,] the company's Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures are effective at a reasonable level of assurance in alerting them in a timely manner to material information required to be disclosed in our periodic reports filed with the SEC.

Based on our evaluation under the framework in *Internal Control - Integrated Framework*, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report included herein.

We are currently in the process of a multi-year implementation to update our enterprise resource planning (ERP) system to a new fully cloud-based system that will replace our existing system.

As the phased implementation occurs, it may result in changes to our processes and procedures which may result in changes to our internal controls over financial reporting.

As such changes occur, we will evaluate quarterly whether they materially affect our internal control over financial reporting.

93 |

91 |

Information about our directors is incorporated by reference from the discussion under the heading *Item 1*\-*Election of Directors* in our [removed: 2025] [added: 2026] Proxy Statement.

Information about the Zoetis Code of Conduct governing our employees, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer and Controller, and our Board of Directors, is incorporated by reference from the discussions under the heading *Corporate Governance at Zoetis* in our [removed: 2025] [added: 2026] Proxy Statement.

Information regarding the procedures by which our stockholders may recommend nominees to our Board of Directors is incorporated by reference from the discussion under the heading *Corporate Governance at Zoetis* in our [removed: 2025] [added: 2026] Proxy Statement.

Information about our Audit Committee, including the members of the Committee, and our Audit Committee financial experts, is incorporated by reference from the discussion under the heading *Corporate Governance at Zoetis* in our [removed: 2025] [added: 2026] Proxy Statement.

Information about our insider trading policies and procedures is incorporated by reference from the discussion under the heading *Insider Trading Policy* in our [removed: 2025] [added: 2026] Proxy Statement.

Information about director compensation is incorporated by reference from the discussion under the heading *Corporate Governance at Zoetis* in our [removed: 2025] [added: 2026] Proxy Statement.

Information about executive compensation is incorporated by reference from the discussion under the heading *Executive* *Compensation* in our [removed: 2025] [added: 2026] Proxy [removed: Statement.][added: Statement (other than information included under the subheading "Pay versus Performance").]

Information required by this item is incorporated by reference from the discussion under the heading *Ownership of Our Common Stock* in our [removed: 2025] [added: 2026] Proxy Statement.

Information about certain relationships and transactions with related parties and our policies and procedures in relation to such transactions is incorporated by reference from the discussion under the heading *Transactions with Related Persons* in our [removed: 2025] [added: 2026] Proxy Statement.

Information about director independence is incorporated by reference from the discussion under the heading *Corporate Governance at Zoetis* in our [removed: 2025] [added: 2026] Proxy Statement.

Information about the fees for professional services rendered by our independent registered public accounting firm in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] is incorporated by reference from the discussion under the heading *Item 3*—*Ratification of Appointment of KPMG as our Independent Registered Public Accounting Firm for [removed: 2025*] [added: 2026*] in our [removed: 2025] [added: 2026] Proxy Statement.

Our Audit Committee's policy on pre-approval of audit and permissible non-audit services of our independent registered public accounting firm is incorporated by reference from the discussion under the heading *Item 3*—*Ratification of Appointment of KPMG as our Independent Registered Public Accounting Firm for [removed: 2025*] [added: 2026*] in our [removed: 2025] [added: 2026] Proxy Statement.

94 |

92 |

| [Exhibit [removed: 4.9](https://www.sec.gov/Archives/edgar/data/1555280/000119312515377110/d39819dex42.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)[14](https://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)] | | | | | | Form of [removed: 4.500%] [added: 3.900%] Senior Notes due [removed: 2025] [added: 2028] (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on [added: Form 8-K] | | |

| | | | | | | [added: Current Report on] Form 8-K filed on [removed: November 13, 2015] [added: August 27, 2025] (File No. 001-35797)) | | |

| [Exhibit [removed: 4.10](https://www.sec.gov/Archives/edgar/data/1555280/000119312513027025/d381653dex43.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1555280/000119312513027025/d381653dex43.htm)[1](https://www.sec.gov/Archives/edgar/data/1555280/000119312513027025/d381653dex43.htm)[1](https://www.sec.gov/Archives/edgar/data/1555280/000119312513027025/d381653dex43.htm)] | | | | | | Form of 4.700% Senior Notes due 2043 (incorporated by reference to Exhibit 4.3 of Zoetis Inc.'s registration statement on | | |

| [Exhibit [removed: 4.11](https://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)[2](https://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)] | | | | | | Form of 3.000% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.12](https://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)[3](https://www.sec.gov/Archives/edgar/data/1555280/000119312517282801/d456656dex42.htm)] | | | | | | Form of 3.950% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.13](https://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)[5](https://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)] | | | | | | Form of [removed: 3.900%] [added: 4.450%] Senior Notes due [removed: 2028] [added: 2048] (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.14](https://www.sec.gov/Archives/edgar/data/1555280/000119312518252910/d601449dex42.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)[6](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)] | | | | | | Form of [removed: 4.450%] [added: 2.000%] Senior Notes due [removed: 2048] [added: 2030] (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.15](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)[7](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)] | | | | | | Form of [removed: 2.000%] [added: 3.000%] Senior Notes due [removed: 2030] [added: 2050] (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.16](https://www.sec.gov/Archives/edgar/data/1555280/000119312520140399/d901166dex42.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1555280/000119312525182451/d899078dex43.htm)[1](https://www.sec.gov/Archives/edgar/data/1555280/000119312525182451/d899078dex43.htm)[9](https://www.sec.gov/Archives/edgar/data/1555280/000119312525182451/d899078dex43.htm)] | | | | | | Form of [removed: 3.000%] [added: 4.150%] Senior Notes due [removed: 2050] [added: 2028] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.17](https://www.sec.gov/Archives/edgar/data/1555280/000110465922119521/tm2230604d1_ex4-3.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1555280/000110465922119521/tm2230604d1_ex4-4.htm)[8](https://www.sec.gov/Archives/edgar/data/1555280/000110465922119521/tm2230604d1_ex4-4.htm)] | | | | | | Form of [removed: 5.400%] [added: 5.600%] Senior Notes due [removed: 2025] [added: 2032] (incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to Zoetis Inc.’s Current Report on Form 8-K | | |

| | | | | | | [removed: filed on November 16, 2022] (File No. 001-35797)) | | |

| [Exhibit [removed: 4.18](https://www.sec.gov/Archives/edgar/data/1555280/000110465922119521/tm2230604d1_ex4-4.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1555280/000119312525182451/d899078dex44.htm)[20](https://www.sec.gov/Archives/edgar/data/1555280/000119312525182451/d899078dex44.htm)] | | | | | | Form of [removed: 5.600%] [added: 5.000%] Senior Notes due [removed: 2032] [added: 2035] (incorporated by reference to Exhibit 4.4 to Zoetis Inc.’s Current Report on Form 8-K | | |

| [Exhibit [removed: 4.19](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000102/exhibit419descriptionofsec.htm)] [added: 4.](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000102/exhibit419descriptionofsec.htm)[2](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000102/exhibit419descriptionofsec.htm)[2](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000102/exhibit419descriptionofsec.htm)] | | | | | | Description of the Registrant’s [removed: Securities†] [added: Securities (incorporated by reference to Exhibit 4.19 to Zoetis Inc.’s Annual Report on Form] | | |

| [Exhibit [removed: 10.3](https://www.sec.gov/Archives/edgar/data/1555280/000119312512463564/d381653dex106.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000231/exhibit101-zoetisinc2013eq.htm)[7](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000231/exhibit101-zoetisinc2013eq.htm)] | | | | | | [removed: Pfizer] [added: Zoetis] Inc. [removed: 2004 Stock] [added: 2013 Equity and Incentive] Plan, as amended and restated [added: as of May 19, 2022] (incorporated by reference to Exhibit [removed: 10.6 of Zoetis Inc.'s registration] | | |

| [Exhibit [removed: 10.4](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit108.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit108.htm)[3](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit108.htm)] | | | | | | Patent and Know-How License Agreement (Zoetis as licensor), dated February 6, 2013, by and between Zoetis Inc. and | | |

| [Exhibit [removed: 10.5](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit109.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit109.htm)[4](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit109.htm)] | | | | | | Patent and Know-How License Agreement (Pfizer as licensor), dated February 6, 2013, by and between Zoetis Inc. and | | |

| [Exhibit [removed: 10.6](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1010.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1010.htm)[5](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1010.htm)] | | | | | | Trademark and Copyright License Agreement, dated February 6, 2013, by and between Zoetis Inc. and Pfizer Inc. | | |

| [Exhibit [removed: 10.7](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1013.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1013.htm)[6](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1013.htm)] | | | | | | Environmental Matters Agreement, dated February 6, 2013, by and between Zoetis Inc. and Pfizer Inc. (incorporated by | | |

| [Exhibit [removed: 10.8](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000231/exhibit101-zoetisinc2013eq.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000102/exhibit1042uksubplan.htm)[3](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000102/exhibit1042uksubplan.htm)[0](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000102/exhibit1042uksubplan.htm)] | | | | | | Zoetis Inc. 2013 Equity and Incentive Plan, as amended and restated as of May 19, 2022 [removed: (incorporated by reference to Exhibit] [added: – Sub-Plan for UK Employees *] | | |

| [Exhibit [removed: 10.9](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000287/zoetis-2022creditagreement.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000287/zoetis-2022creditagreement.htm)[8](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000287/zoetis-2022creditagreement.htm)] | | | | | | Revolving Credit Agreement, dated as of December 21, 2022, among Zoetis Inc., the lenders party thereto and JPMorgan | | |

| [Exhibit [removed: 10.10](https://www.sec.gov/Archives/edgar/data/1555280/000119312513009979/d381653dex1019.htm)] [added: 10.1](https://www.sec.gov/Archives/edgar/data/1555280/000119312513009979/d381653dex1019.htm)[2](https://www.sec.gov/Archives/edgar/data/1555280/000119312513009979/d381653dex1019.htm)] | | | | | | Form of Indemnification Agreement for directors and officers (incorporated by reference to Exhibit 10.19 of Zoetis Inc's | | |

| [Exhibit [removed: 10.11](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1021.htm)] [added: 10.1](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1023.htm)[3](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1023.htm)] | | | | | | Form of [removed: Restricted] [added: Non-Employee Director Deferred] Stock Unit Award agreement (incorporated by reference to Exhibit [removed: 10.21 to Zoetis Inc.’s 2012 Annual] [added: 10.23] | | |

| | | | | | | [added: Inc.’s Current] Report on Form [removed: 10-K] [added: 8-K] filed on [removed: March 28, 2013] [added: December 18, 2025] (File No. [removed: 001-35797))*] [added: 001-35797)))] | | |

| [Exhibit [removed: 10.12](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1022.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000276/exhibit102-2022zoetisstock.htm)[2](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000276/exhibit102-2022zoetisstock.htm)[0](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000276/exhibit102-2022zoetisstock.htm)] | | | | | | Form of Stock Option Award [removed: agreement] [added: Agreement, effective as of July 27, 2022] (incorporated by reference to Exhibit [removed: 10.22] [added: 10.2] to Zoetis Inc.’s [removed: 2012 Annual Report] | | |

| | | | | | | [removed: on Form 10-K] filed on [removed: March 28, 2013] [added: August 18, 2025] (File No. [removed: 001-35797))*] [added: 001-35797))] | | |

| [Exhibit [removed: 10.13](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1023.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000276/exhibit105-2022zoetisdirec.htm)[2](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000276/exhibit105-2022zoetisdirec.htm)[1](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000276/exhibit105-2022zoetisdirec.htm)] | | | | | | Form of Non-Employee Director [removed: Deferred] [added: Restricted] Stock Unit Award [removed: agreement] [added: Agreement, effective as of July 27, 2022] (incorporated by [removed: reference to Exhibit 10.23] | | |

| [Exhibit [removed: 10.14](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000008/zoetisexhibit1024.htm)] [added: 10.1](https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/d35588dex102.htm)[1](https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/d35588dex102.htm)] | | | | | | Form of [removed: Cash Award agreement] [added: Capped Call Confirmation] (incorporated by reference to Exhibit [removed: 10.24] [added: 10.2] to Zoetis [removed: Inc.’s 2012 Annual] [added: Inc.'s Current] Report on [added: Form 8-K filed] | | |

| | | | | | | [removed: Form 10-K] filed on [removed: March 28, 2013] [added: August 18, 2025] (File No. [removed: 001-35797))*] [added: 001-35797))] | | |

| [Exhibit [removed: 10.15](https://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a991-performancersuawardag.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000102/exhibit1039zoetisformofprs.htm)[2](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000102/exhibit1039zoetisformofprs.htm)[7](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000102/exhibit1039zoetisformofprs.htm)] | | | | | | Form of Performance Restricted Stock Unit Award [removed: Agreement,] [added: Agreement (Revenue),] effective as of February [removed: 27, 2015 (incorporated] [added: 5, 2025*(incorporated] by | | |

| | | | | | | reference to Exhibit [removed: 99.1] [added: 10.39] to Zoetis Inc.’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed on [removed: March 4, 2015] [added: February 13, 2025] (File No. [removed: 001-35797))*] [added: 001-35797))] | | |

| [Exhibit [removed: 10.16](https://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a992-rsuawardagreement2015.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000150/exhibit102formofcashrsuawa.htm)[2](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000150/exhibit102formofcashrsuawa.htm)[6](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000150/exhibit102formofcashrsuawa.htm)] | | | | | | Form of [added: Cash] Restricted Stock Unit Award Agreement, effective as of February [removed: 27, 2015] [added: 8, 2023] (incorporated by reference to | | |

| | | | | | | Exhibit [removed: 99.2] [added: 10.2] to Zoetis Inc.’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: March] [added: November] 4, [removed: 2015] [added: 2025] (File No. 001-35797))* | | |

| [Exhibit [removed: 10.17](https://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a993-stockoptionawardagree.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000074/exhibit10372023zoetisstock.htm)[2](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000074/exhibit10372023zoetisstock.htm)[3](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000074/exhibit10372023zoetisstock.htm)] | | | | | | Form of Stock Option Award Agreement, effective as of [removed: February 27, 2015] [added: December 8, 2022] (incorporated by reference to Exhibit [removed: 99.3] [added: 10.37] | | |

| | | | | | | [removed: to] Zoetis Inc.’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: March 4, 2015] [added: August 5, 2025] (File No. 001-35797))* | | |

| [Exhibit [removed: 10.18](https://www.sec.gov/Archives/edgar/data/1555280/000155528015000097/a994-cashawardagreement201.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000074/exhibit10362023zoetisrsuaw.htm)[2](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000074/exhibit10362023zoetisrsuaw.htm)[2](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000074/exhibit10362023zoetisrsuaw.htm)] | | | | | | Form of [removed: Cash] [added: Restricted Stock Unit] Award Agreement, effective as of [removed: February 27, 2015] [added: December 8, 2022] (incorporated by reference to Exhibit [removed: 99.4 to] [added: 10.36] | | |

| | | | | | | [added: to] Zoetis Inc.’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed on [removed: March 4, 2015] [added: February 13, 2025] (File No. [removed: 001-35797))*] [added: 001-35797))] | | |

| [Exhibit [removed: 10.19](https://www.sec.gov/Archives/edgar/data/0001555280/000155528018000269/a2018q310qex101.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/0001555280/000155528018000269/a2018q310qex101.htm)[14](https://www.sec.gov/Archives/edgar/data/0001555280/000155528018000269/a2018q310qex101.htm)] | | | | | | Zoetis Amended and Restated Non-Employee Director Deferred Compensation Plan (incorporated by reference to | | |

| [removed: [Exhibit 10.20](https://www.sec.gov/Archives/edgar/data/1555280/000155528013000042/zoetis-2013630xex101.htm)] [added: [Ex](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000261/zoetis-executiveseverancep.htm)[hibit 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000261/zoetis-executiveseverancep.htm)[1](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000261/zoetis-executiveseverancep.htm)[6](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000261/zoetis-executiveseverancep.htm)] | | | | | | Zoetis Executive Severance [removed: Plan] [added: Plan, as amended and restated, effective July 31, 2025] (incorporated by reference to Exhibit 10.1 to [removed: Zoetis Inc.’s Quarterly Report on Form 10-Q] | | |

| | | | | | | [removed: filed on August 14, 2013] (File No. [removed: 001-35797))*] [added: 001-35797))] | | |

| [Exhibit [removed: 10.21](https://www.sec.gov/Archives/edgar/data/1555280/000155528014000335/ex104zoetissuppsavingsplan.htm)] [added: 10.](https://www.sec.gov/Archives/edgar/data/1555280/000155528014000335/ex104zoetissuppsavingsplan.htm)[1](https://www.sec.gov/Archives/edgar/data/1555280/000155528014000335/ex104zoetissuppsavingsplan.htm)[5](https://www.sec.gov/Archives/edgar/data/1555280/000155528014000335/ex104zoetissuppsavingsplan.htm)] | | | | | | Zoetis Supplemental Savings Plan, as amended and restated, effective September 15, 2014 (incorporated by reference to | | |

| [Exhibit 4.9](https://www.sec.gov/Archives/edgar/data/1555280/000119312525182451/d899078dex42.htm) | | | | | | Seventh Supplemental Indenture, dated August 18, 2025, between the Company and Deutsche Bank Trust Company Americas, as | | |

| | | | | | | trustee (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K filed August 18, 2025 | | |

| [Exhibit 4.10](https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/d35588dex41.htm) | | | | | | Indenture, dated December 18, 2025, between Zoetis Inc. and Deutsche Bank Trust Company Americas, as | | |

| [Exhibit 4.21](https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/d35588dex41.htm) | | | | | | Form of 0.025% Convertible Senior Notes due 2029 ((included in exhibit 4.1) (incorporated by reference to Exhibit 4.2 to Zoetis | | |

| [Exhibit 10.](https://www.sec.gov/Archives/edgar/data/1555280/000119312525189772/d24666dex101.htm)[9](https://www.sec.gov/Archives/edgar/data/1555280/000119312525189772/d24666dex101.htm) | | | | | | Revolving Credit Agreement dated as of August 27, 2025, among Zoetis Inc., the lender party thereto, the issuing bank party | | |

| | | | | | | thereto and JPMorgan Chase Bank N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Zoetis Inc.'s | | |

| [Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/d35588dex101.htm)[0](https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/d35588dex101.htm) | | | | | | First Waiver to Revolving Credit Agreement, dated as of December 17, 2025, to the Revolving Credit Agreement dated, | | |

| | | | | | | August 27, 2025, among Zoetis Inc, the lender party thereto, the issuing bank party thereto and JPMorgan Chace Bank N.A., | | |

| | | | | | | December 18, 2025 (File No. 001-35797)) | | |

| | | | | | | on December 18, 2025 (File No. 001-35797)) | | |

| | | | | | | (incorporated by reference to Exhibit 10.42 to Zoetis Inc.’s Annual Report on Form 10-K filed on February 13, 2025 (File | | |

| | | | | | | No. 001-35797)) | | |

99 |

| /S/ MARK STETTER | | | | | | Director | | | | | | February 12, 2026 | | |

| Mark Stetter | | | | | | | | | | | | | | |

| /S/ STEPHANIE TILENIUS | | | | | | Director | | | | | | February 12, 2026 | | |

| Stephanie Tilenius | | | | | | | | | | | | | | |

100 |

93 |

94 |

| | | | | | | statement on Form S-1 (File No. 333-183254))* | | |

| [Exhibit 10.23](https://www.sec.gov/Archives/edgar/data/1555280/000155528014000335/exhibit105zoetisequitydefe.htm) | | | | | | Zoetis Equity Deferral Plan, effective November 1, 2014 (incorporated by reference to Exhibit 10.5 to Zoetis Inc.’s | | |

| [Exhibit 10.28](https://www.sec.gov/Archives/edgar/data/1555280/000155528021000287/exhibit101-amendmentno2toz.htm) | | | | | | Amendment No. 2 to Zoetis Supplemental Savings Plan effective May 15, 2021 (incorporated by reference to Exhibit 10.1 to | | |

| | | | | | | Zoetis Inc.’s Quarterly Report on Form 10-Q filed on November 3, 2022 (File No 001-35797))* | | |

| [Exhibit 10.30](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000276/exhibit102-2022zoetisstock.htm) | | | | | | Form of Stock Option Award Agreement, effective as of July 27, 2022 (incorporated by reference to Exhibit 10.2 to Zoetis Inc.’s | | |

| | | | | | | Quarterly Report on Form 10-Q filed on November 3, 2022 (File No 001-35797))* | | |

| | | | | | | 10.3 to Zoetis Inc.’s Quarterly Report on Form 10-Q filed on November 3, 2022 (File No 001-35797))* | | |

| [Exhibit 10.32](https://www.sec.gov/Archives/edgar/data/1555280/000155528022000276/exhibit104-2022zoetiscasha.htm) | | | | | | Form of Cash Award Agreement, effective as of July 27, 2022 (incorporated by reference to Exhibit 10.1 to Zoetis Inc.’s | | |

| [Exhibit 10.34](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000074/exhibit10362023zoetisrsuaw.htm) | | | | | | Form of Restricted Stock Unit Award Agreement, effective as of December 8, 2022 (incorporated by reference to Exhibit 10.36 | | |

| [Exhibit 10.35](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000074/exhibit10372023zoetisstock.htm) | | | | | | Form of Stock Option Award Agreement, effective as of December 8, 2022 (incorporated by reference to Exhibit 10.37 | | |

| [Exhibit 10.36](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000074/exhibit10382023zoetisperfo.htm) | | | | | | Form of Performance Restricted Stock Unit Award Agreement, effective as of December 8, 2022 (incorporated by reference to | | |

| [Exhibit 10.37](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000150/exhibit101formofnon-employ.htm) | | | | | | Form of Non-Employee Director Restricted Stock Unit Award Agreement, effective as of February 8, 2023 (incorporated by | | |

| [Exhibit 10.38](https://www.sec.gov/Archives/edgar/data/1555280/000155528023000150/exhibit102formofcashrsuawa.htm) | | | | | | Form of Cash Restricted Stock Unit Award Agreement, effective as of February 8, 2023 (incorporated by reference to | | |

| [Exhibit 10.39](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000102/exhibit1039zoetisformofprs.htm) | | | | | | Form of Performance Restricted Stock Unit Award Agreement (Revenue), effective as of February 5, 2025*† | | |

| [Exhibit 10.40](https://www.sec.gov/Archives/edgar/data/1555280/000155528024000262/exhibit101letteragreementc.htm) | | | | | | Letter Agreement dated as of May 20, 2024, by and between Heidi C. Chen and Zoetis Inc. (incorporated by reference to | | |

| [Exhibit 10.41](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000102/exhibit1041zoetispsru-tsr.htm) | | | | | | Form of Performance Restricted Stock Unit Award Agreement (Relative TSR), effective as of February 5, 2025*† | | |

| [Exhibit 10.42](https://www.sec.gov/Archives/edgar/data/1555280/000155528025000102/exhibit1042uksubplan.htm) | | | | | | Zoetis Inc. 2013 Equity and Incentive Plan, as amended and restated as of May 19, 2022 – Sub-Plan for UK Employees *† | | |

| /S/ ROBERT W. SCULLY | | | | | | Director | | | | | | February 13, 2025 | | |

| Robert W. Scully | | | | | | | | | | | | | | |