Item 16. Form 10-K Summary.

35K characters. Original on sec.gov · Markdown

Item 16. Form 10-K Summary.

None.

95 |

EXHIBITS

The exhibits listed below and designated with a † are filed with this report. The exhibits listed below and not so designated are incorporated by reference to the documents following the descriptions of the exhibits.

Exhibit 3.1Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Zoetis Inc.'s Current
Report on Form 8-K filed on May 23, 2024 (File No. 001-35797))
Exhibit 3.2Amended and Restated By-laws of the Registrant, (incorporated by reference to Exhibit 3.2 to Zoetis Inc.'s Current
Report on Form 8-K filed on May 19, 2023 (File No. 001-35797))
Exhibit 4.1Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Zoetis Inc.'s Annual Report on Form 10-K
filed on February 15, 2022 (File No. 001-35797))
Exhibit 4.2Indenture, dated as of January 28, 2013, between Zoetis Inc. and Deutsche Bank Trust Company Americas, as trustee
(incorporated by reference to Zoetis Inc.'s registration statement on Form S-1 (File No. 333-183254))
Exhibit 4.3First Supplemental Indenture, dated as of January 28, 2013, between Zoetis Inc. and Deutsche Bank Trust Company
Americas, as trustee (incorporated by reference to Exhibit 4.3 of Zoetis Inc.'s registration statement on Form S-1
(File No. 333-183254))
Exhibit 4.4Second Supplemental Indenture, dated November 13, 2015, between Zoetis Inc. 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 on
November 13, 2015 (File No. 001-35797))
Exhibit 4.5Third Supplemental Indenture, dated September 12, 2017, between Zoetis Inc. 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 on September 12, 2017
(File No. 001-35797))
Exhibit 4.6Fourth Supplemental Indenture, dated August 20, 2018, between Zoetis Inc. 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 on August 20, 2018 (File No. 001-35797))
Exhibit 4.7Fifth Supplemental Indenture, dated May 12, 2020, between Zoetis Inc. 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 on May 12, 2020
(File No. 001-35797))
Exhibit 4.8Sixth Supplemental Indenture, dated November 16, 2022, between Zoetis Inc. 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 on November 16, 2022
(File No. 001-35797))
Exhibit 4.9Seventh 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
(File No. 001-35797))
Exhibit 4.10Indenture, dated December 18, 2025, between Zoetis Inc. and Deutsche Bank Trust Company Americas, as
trustee (incorporated by reference to Exhibit 4.1 to Zoetis Inc.’s Current Report on Form 8-K filed on December 18, 2025
(File No. 001-35797))
Exhibit 4.11Form of 4.700% Senior Notes due 2043 (incorporated by reference to Exhibit 4.3 of Zoetis Inc.'s registration statement on
Form S-1 (File No. 333-183254))
Exhibit 4.12Form of 3.000% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K
filed on September 12, 2017 (File No. 001-35797))
Exhibit 4.13Form of 3.950% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K
filed on September 12, 2017 (File No. 001-35797))
Exhibit 4.14Form of 3.900% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K
filed on August 20, 2018 (File No. 001-35797))
Exhibit 4.15Form of 4.450% Senior Notes due 2048 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K
filed on August 20, 2018 (File No. 001-35797))
Exhibit 4.16Form of 2.000% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K
filed on May 12, 2020 (File No. 001-35797))

96 |

Exhibit 4.17Form of 3.000% Senior Notes due 2050 (incorporated by reference to Exhibit 4.2 to Zoetis Inc.’s Current Report on Form 8-K
filed on May 12, 2020 (File No. 001-35797))
Exhibit 4.18Form of 5.600% Senior Notes due 2032 (incorporated by reference to Exhibit 4.4 to Zoetis Inc.’s Current Report on Form 8-K
filed on November 16, 2022 (File No. 001-35797))
Exhibit 4.19Form of 4.150% Senior Notes due 2028 (incorporated by reference to Exhibit 4.3 to Zoetis Inc.’s Current Report on Form 8-K
filed on August 18, 2025 (File No. 001-35797))
Exhibit 4.20Form of 5.000% Senior Notes due 2035 (incorporated by reference to Exhibit 4.4 to Zoetis Inc.’s Current Report on Form 8-K
filed on August 18, 2025 (File No. 001-35797))
Exhibit 4.21Form of 0.025% Convertible Senior Notes due 2029 ((included in exhibit 4.1) (incorporated by reference to Exhibit 4.2 to Zoetis
Inc.’s Current Report on Form 8-K filed on December 18, 2025 (File No. 001-35797)))
Exhibit 4.22Description of the Registrant’s Securities (incorporated by reference to Exhibit 4.19 to Zoetis Inc.’s Annual Report on Form
10-K filed on February 13, 2025 (File No. 001-35797))
Exhibit 10.1Global Separation Agreement, dated February 6, 2013, by and between Zoetis Inc. and Pfizer Inc. (incorporated by reference to
Exhibit 10.1 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on March 28, 2013 (File No. 001-35797))
Exhibit 10.2Research and Development Collaboration and License Agreement, dated February 6, 2013, by and between Zoetis Inc.
and Pfizer Inc. (incorporated by reference to Exhibit 10.4 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on
March 28, 2013 (File No. 001-35797))
Exhibit 10.3Patent and Know-How License Agreement (Zoetis as licensor), dated February 6, 2013, by and between Zoetis Inc. and
Pfizer Inc. (incorporated by reference to Exhibit 10.8 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on
March 28, 2013 (File No. 001-35797))
Exhibit 10.4Patent and Know-How License Agreement (Pfizer as licensor), dated February 6, 2013, by and between Zoetis Inc. and
Pfizer Inc. (incorporated by reference to Exhibit 10.9 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on
March 28, 2013 (File No. 001-35797))
Exhibit 10.5Trademark and Copyright License Agreement, dated February 6, 2013, by and between Zoetis Inc. and Pfizer Inc.
(incorporated by reference to Exhibit 10.10 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on March 28, 2013
(File No. 001-35797))
Exhibit 10.6Environmental Matters Agreement, dated February 6, 2013, by and between Zoetis Inc. and Pfizer Inc. (incorporated by
reference to Exhibit 10.13 to Zoetis Inc.’s 2012 Annual Report on Form 10-K filed on March 28, 2013) (File No. 001-35797))
Exhibit 10.7Zoetis Inc. 2013 Equity and Incentive Plan, as amended and restated as of May 19, 2022 (incorporated by reference to Exhibit
10.1 to Zoetis Inc.’s Quarterly Report on Form 10-Q filed on August 4, 2022 (File No. 001-35797))*
Exhibit 10.8Revolving Credit Agreement, dated as of December 21, 2022, among Zoetis Inc., the lenders party thereto and JPMorgan
Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of Zoetis Inc.'s Current Report
on Form 8-K filed on December 21, 2022 (File No. 001-35797))
Exhibit 10.9Revolving 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
Current Report on Form 8-K filed on August 27, 2025 (File No. 001-35797))
Exhibit 10.10First 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.,
as administrative agent (incorporated by reference to Exhibit 10.1 to Zoetis Inc.'s Current Report on Form 8-K filed on
December 18, 2025 (File No. 001-35797))
Exhibit 10.11Form of Capped Call Confirmation (incorporated by reference to Exhibit 10.2 to Zoetis Inc.'s Current Report on Form 8-K filed
on December 18, 2025 (File No. 001-35797))
Exhibit 10.12Form of Indemnification Agreement for directors and officers (incorporated by reference to Exhibit 10.19 of Zoetis Inc's
registration statement on Form S-1 (File No. 333-183254))
Exhibit 10.13Form of Non-Employee Director Deferred Stock Unit Award agreement (incorporated by reference to Exhibit 10.23
on Form 10-K filed on March 28, 2013 (File No. 001-35797))*
Exhibit 10.14Zoetis Amended and Restated Non-Employee Director Deferred Compensation Plan (incorporated by reference to
Exhibit 10.1 to Zoetis Inc.’s Quarterly Report on Form 10-Q filed on November 1, 2018 (File No. 001-35797))*

97 |

Exhibit 10.15Zoetis Supplemental Savings Plan, as amended and restated, effective September 15, 2014 (incorporated by reference to
Exhibit 10.4 to Zoetis Inc.'s Quarterly Report on Form 10-Q filed on November 10, 2014 (File No. 001-35797))*
Exhibit 10.16Zoetis Executive Severance Plan, as amended and restated, effective July 31, 2025 (incorporated by reference to Exhibit 10.1 to
Zoetis Inc.’s Quarterly Report on Form 10-Q filed on August 5, 2025 (File No. 001-35797))*
Exhibit 10.17Amendment No. 1 to Zoetis Supplemental Savings Plan effective December 21, 2020 (incorporated by reference to Exhibit 10.24
to Zoetis Inc.'s 2020 Annual Report on Form 10-K filed on February 16, 2021 (File No. 001-35797))*
Exhibit 10.18Offer Letter, dated as of May 6, 2021, by and between Wetteny Joseph and Zoetis Inc. (incorporated by reference to Exhibit 10.1
to Zoetis Inc.'s Current Report on Form 8-K filed on May 11, 2021 (File No. 001-35797))*
Exhibit 10.19Amendment 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 August 5, 2021 (File No. 001-35797))*
Exhibit 10.20Form 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))*
Exhibit 10.21Form of Non-Employee Director Restricted Stock Unit Award Agreement, effective as of July 27, 2022 (incorporated by
reference to Exhibit 10.5 to Zoetis Inc.’s Quarterly Report on Form 10-Q filed on November 3, 2022 (File No 001-35797))*
Exhibit 10.22Form of Restricted Stock Unit Award Agreement, effective as of December 8, 2022 (incorporated by reference to Exhibit 10.36
to Zoetis Inc.'s Annual Report on Form 10-K filed on February 14, 2023 (File No 001-35797))*
Exhibit 10.23Form of Stock Option Award Agreement, effective as of December 8, 2022 (incorporated by reference to Exhibit 10.37
to Zoetis Inc.'s Annual Report on Form 10-K filed on February 14, 2023 (File No 001-35797))*
Exhibit 10.24Form of Performance Restricted Stock Unit Award Agreement, effective as of December 8, 2022 (incorporated by reference to
Exhibit 10.38 to Zoetis Inc.'s Annual Report on Form 10-K filed on February 14, 2023 (File No 001-35797))*
Exhibit 10.25Form of Non-Employee Director Restricted Stock Unit Award Agreement, effective as of February 8, 2023 (incorporated by
reference to Exhibit 10.1 to Zoetis Inc.'s Quarterly Report on Form 10Q filed on May 4, 2023 (File No 001-35797))*
Exhibit 10.26Form of Cash Restricted Stock Unit Award Agreement, effective as of February 8, 2023 (incorporated by reference to
Exhibit 10.2 to Zoetis Inc.'s Quarterly Report on Form 10Q filed on May 4, 2023 (File No 001-35797))*
Exhibit 10.27Form of Performance Restricted Stock Unit Award Agreement (Revenue), effective as of February 5, 2025*(incorporated by
reference to Exhibit 10.39 to Zoetis Inc.’s Annual Report on Form 10-K filed on February 13, 2025 (File No. 001-35797))
Exhibit 10.28Letter Agreement dated as of May 20, 2024, by and between Heidi C. Chen and Zoetis Inc. (incorporated by reference to
Exhibit 10.1 to Zoetis Inc.'s Current Report on Form 8-K filed on May 24, 2024 (File No 001-35797))*
Exhibit 10.29Form of Performance Restricted Stock Unit Award Agreement (Relative TSR), effective as of February 5, 2025*(incorporated by
reference to Exhibit 10.41 to Zoetis Inc.’s Annual Report on Form 10-K filed on February 13, 2025 (File No. 001-35797))
Exhibit 10.30Zoetis Inc. 2013 Equity and Incentive Plan, as amended and restated as of May 19, 2022 – Sub-Plan for UK Employees *
(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))
Exhibit 10.31Letter Agreement by and between Zoetis Inc. and Dr. Robert J. Polzer, dated October 29, 2025 (incorporated by reference to
Exhibit 10.2 to Zoetis Inc.’s Quarterly Report on Form 10-Q filed on November 4, 2025 (File No. 001-35797))*
Exhibit 19Zoetis Inc. Insider Trading and Protection of Material Nonpublic Information Policy (incorporated by reference to Exhibit 19
to Zoetis Inc.’s Annual Report on Form 10-K filed on February 13, 2025 (File No. 001-35797))
Exhibit 21.1Subsidiaries of the Registrant †
Exhibit 23.1Consent of KPMG LLP †
Exhibit 24.1Power of Attorney (included as part of signature page) †
Exhibit 31.1Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 †
Exhibit 31.2Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 †
Exhibit 32.1Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 ††
Exhibit 32.2Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 ††
Exhibit 97Zoetis Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97 to Zoetis Inc.’s Annual Report on Form 10-K
filed on February 13, 2024 (File No 001-35797))

98 |

EX-101.INSInline XBRL INSTANCE DOCUMENT
EX-101.SCHInline XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
EX-101.CALInline XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT
EX-101.LABInline XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT
EX-101.PREInline XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT
EX-101.DEFInline XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT
EX-104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
†Filed herewith
††Furnished herewith
*Management contracts or compensatory plans or arrangements

99 |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Zoetis Inc.
Dated: February 12, 2026By:/S/ KRISTIN C. PECK
Kristin C. Peck Chief Executive Officer and Director

We, the undersigned directors and officers of Zoetis Inc., hereby severally constitute Kristin C. Peck and Roxanne Lagano, and each of them singly, our true and lawful attorneys with full power to them and each of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

NameTitleDate
/S/ KRISTIN C. PECKChief Executive Officer and DirectorFebruary 12, 2026
Kristin C. Peck(Principal Executive Officer)
/S/ WETTENY JOSEPHExecutive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)February 12, 2026
Wetteny Joseph
/S/ MICHAEL B. MCCALLISTERChairman and DirectorFebruary 12, 2026
Michael B. McCallister
/S/ PAUL M. BISARODirectorFebruary 12, 2026
Paul M. Bisaro
/S/ VANESSA BROADHURSTDirectorFebruary 12, 2026
Vanessa Broadhurst
/S/ FRANK A. D'AMELIODirectorFebruary 12, 2026
Frank A. D’Amelio
/S/ GAVIN D.K. HATTERSLEYDirectorFebruary 12, 2026
Gavin D.K. Hattersley
/S/ SANJAY KHOSLADirectorFebruary 12, 2026
Sanjay Khosla
/S/ ANTOINETTE R. LEATHERBERRYDirectorFebruary 12, 2026
Antoinette R. Leatherberry
/S/ GREGORY NORDENDirectorFebruary 12, 2026
Gregory Norden
/S/ LOUISE M. PARENTDirectorFebruary 12, 2026
Louise M. Parent
/S/ WILLIE M. REEDDirectorFebruary 12, 2026
Willie M. Reed
/S/ MARK STETTERDirectorFebruary 12, 2026
Mark Stetter
/S/ STEPHANIE TILENIUSDirectorFebruary 12, 2026
Stephanie Tilenius

100 |

Previous: Item 15. Exhibit and Financial Statement Schedules.