---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-324853"
form_type: "8-K"
ticker: "ZTS"
cik: "0001555280"
company_name: "Zoetis Inc."
filed_at: "2025-12-18T23:59:59+00:00"
generated_at: "2026-05-16T12:44:14.621650+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Zoetis issues $2B of 0.25% convertible notes due 2029; proceeds for stock buyback and capped calls

## Summary
- Aggregate principal $2.0B (including $250M option exercised); 0.25% semi-annual interest; matures June 15, 2029.
- Initial conversion price ~$148.20/share, representing a 22.5% premium to December 15, 2025 closing price.
- Capped calls with six counterparties cover ~13.5M shares; cap price $211.715/share to offset dilution.
- Net proceeds ~$1.9696B: $186.6M for capped calls, $248M for concurrent share repurchases, remainder ~$1.535B for additional buybacks by Q1 2026.
- Existing $6B share repurchase program used; technical provision in revolving credit facility waived to permit early conversions.

## SEC filing metadata
- accession: 0001193125-25-324853
- form_type: 8-K
- ticker: ZTS
- cik: 0001555280
- company_name: Zoetis Inc.
- filed_at: 2025-12-18T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/0001193125-25-324853-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/d35588d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-324853
- JSON: https://secwatch.observer/filing/0001193125-25-324853.json
- Plain text: https://secwatch.observer/filing/0001193125-25-324853.txt

## Key facts
- Debt Financings
  Zoetis Inc. incurred convertible notes of $2.0 billion at 0.25% per year maturing June 15, 2029.
  - Instrument: convertible notes
  - Principal: $2.0 billion
  - Rate: 0.25% per year
  - Maturity: June 15, 2029
  - Event: incurrence
  source text: buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the Notes sold in the Offering was $2.0 billion, which includes $250 million in aggregate principal amount of Notes issued pursuant to the Initial Purchasers’ option to purchase additional Notes on the same terms and
  evidence_url: https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/0001193125-25-324853-index.htm
- Equity Issuances
  Zoetis Inc. issued convertible note to Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC as representatives of the several initial purchasers for $2.0 billion aggregate principal amount.
  - Security: convertible note
  - Purchaser: Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC as representatives of the several initial purchasers
  - Consideration: $2.0 billion aggregate principal amount
  source text: buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the Notes sold in the Offering was $2.0 billion, which includes $250 million in aggregate principal amount of Notes issued pursuant to the Initial Purchasers’ option to purchase additional Notes on the same terms and
  evidence_url: https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/0001193125-25-324853-index.htm
- Material Agreements
  Zoetis Inc. entered into Indenture with Deutsche Bank Trust Company Americas valued at $2.0 billion (effective 2025-12-18).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Deutsche Bank Trust Company Americas
  - Value: $2.0 billion
  - Effective: 2025-12-18
  source text: The Notes were issued pursuant to an indenture, dated as of December 18, 2025 (the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/0001193125-25-324853-index.htm
- Material Agreements
  Zoetis Inc. entered into Purchase Agreement with Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC valued at $2.0 billion (effective 2025-12-15).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC
  - Value: $2.0 billion
  - Effective: 2025-12-15
  source text: The Notes were sold in a private placement under a purchase agreement, dated as of December 15, 2025 (the “Purchase Agreement”), between the Company and Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC as representatives of the several initial purchasers named therein
  evidence_url: https://www.sec.gov/Archives/edgar/data/1555280/000119312525324853/0001193125-25-324853-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.