A Dark Vector Cognition product

Item 5. Other Information

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Item 5. Other Information

(a) Rule 10b5-1 Trading Arrangements

Kristin Peck, Chief Executive Officer, adopted a pre-arranged trading plan on September 12, 2025, that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. Ms. Peck's plan provides for: (i) the sale of up to 20,000 shares of Zoetis common stock between January 2, 2026 and February 18, 2026, upon the exercise of certain vested stock options that have an expiration date of February 18, 2026, (ii) the sale of up to 22,500 shares of Zoetis common stock between March 17, 2026 and December 31, 2026, and (iii) the gifting of up to $300,000 worth of Zoetis common stock to a charitable fund between January 2, 2026 and December 31, 2026.

(b) Departure of Executive Officer

We are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 5.02 Departure of Directors or Certain Officers.

On October 29, 2025, Dr. Robert J. Polzer, Executive Vice President and President, Research and Development, informed Zoetis Inc. (the “Company”) of his intention to retire from the Company. The Company has appointed Dr. Kevin Esch to succeed Dr. Polzer in this role, effective January 1, 2026.

In connection with Dr. Polzer’s retirement, the Company entered into a Letter Agreement (the “Letter Agreement”) with Dr. Polzer. The Letter Agreement provides that Dr. Polzer will continue in his role as Executive Vice President, and President, Research and Development through December 31, 2025. Effective as of January 1, 2026, Dr. Polzer will remain employed by the Company as a non-executive officer of the Company through February 28, 2026 (the “Retirement Date”), during which time he will assist in the proper transition of his duties and responsibilities to his successor and will continue receiving his current annual base salary and employment benefits. For calendar year 2026, Dr. Polzer will also be eligible to receive an annual incentive award equal to his 2025 target annual bonus percentage, pro-rated based on his days of employment through the Retirement Date. In connection with his retirement, Dr. Polzer’s outstanding equity awards will receive retirement treatment under the existing terms and conditions of such awards. Dr. Polzer will not be entitled to any severance benefits pursuant to the Company’s Executive Severance Plan.

Following the Retirement Date, Dr. Polzer will serve as a non-employee consultant to the Company through December 31, 2026, during which time he will be available to continue the orderly transition of his duties and responsibilities and will provide scientific advisory services to the Company. Subject to compliance with the terms of the Letter Agreement and the execution of a release agreement, Dr. Polzer will receive a monthly consulting fee of $80,000.

The foregoing description of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, which is filed herewith as Exhibit 10.2.

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