Reg FD Disclosure

UNITED STATES   SECURITIES AND EXCHANGE COMMISSION   Washington, D.C. 20549       FORM 8-K       CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934     Date of Report (Date of Earliest Event Reported): June 5, 2025     THE PROCTER & GAMBLE COMPANY (Exact Name of Registrant as Specified in Its Charter)       Ohio   001-00434   31-0411980 (State or Other Jurisdiction of Incorporation)    (Commission File Number)   (I.R.S. Employer Identification No.)   One Procter & Gamble Plaza , Cincinnati Ohio 45202   (Address of principal executive offices, including zip code)     513 - 983-1100    (Registrant’s telephone number, including area code)         (Former name or former address, if changed since last report)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:     ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))     Securities registered pursuant to Section 12(b) of the Act:    Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock without Par Value   PG   NYSE 0.110% Notes due 2026   PG26D   NYSE 3.25% EUR Notes due 2026   PG26F   NYSE 4.875% EUR notes due May 2027   PG27A   NYSE 1.200% Notes due 2028 PG28 NYSE 3.150% EUR Notes due 2028   PG28B   NYSE 1.250% Notes due 2029 PG29B NYSE 1.800% Notes due 2029 PG29A NYSE 6.250% GBP notes due January 2030   PG30   NYSE 0.350% Notes due 2030   PG30C   NYSE 0.230% Notes due 2031   PG31A   NYSE 3.25% EUR Notes due 2031   PG31B   NYSE 5.250% GBP notes due January 2033   PG33   NYSE 3.200% EUR Notes due 2034   PG34C   NYSE 1.875% Notes due 2038 PG38 NYSE 0.900% Notes due 2041   PG41   NYSE       Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).     Emerging growth company ☐           If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended tramsition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐     ITEM 7.01  REGULATION FD DISCLOSURE The Procter & Gamble Company (the “Company”) announced today a 2-year, non-core restructuring program while presenting at the Deutsche Bank’s dbAccess Global Consumer Conference.  The program includes three elements: portfolio choices, supply chain optimization and organization design.  The program will include brand exits in certain markets, the details of which will be announced at a later date.  In addition, the portfolio choices will enable related interventions in the supply chain to drive various benefits, including efficiencies, faster innovation, and cost reduction.  The Company also expects to reduce up to 7,000 roles, or approximately 15% of our current non-manufacturing workforce. In connection with this announcement, the Company expects to record a total non-core charge of $1.0 to $1.6 billion before tax over the course of the two-year program.  The Company expects 25% of these charges to be non-cash. The slides referenced in connection with the announcement are attached hereto as Exhibit 99.1 and are incorporated by reference herein. The information contained in this 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01, “Regulation FD Disclosure.” ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS   (d) Exhibits Exhibit Number   Description 99.1   Informational Slides Provided by The Procter & Gamble Company dated June 5, 2025. 104   Cover Page Interactive Data File (embedded within the Inline XBRL document)   Forward-Looking Statements   Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result" and similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, except to the extent required by law.  Risks and uncertainties to which our forward-looking statements are subject include, without limitation: (1) the ability to successfully manage global financial risks, including foreign currency fluctuations, currency exchange, pricing controls or tariffs; (2) the ability to successfully manage local, regional or global economic volatility, including reduced market growth rates, and to generate sufficient income and cash flow to allow the Company to effect the expected share repurchases and dividend payments; (3) the ability to successfully manage uncertainties related to changing political and geopolitical conditions and potential implications such as exchange rate fluctuations, market contraction, boycotts, sanctions, tariffs or other trade controls; (4) the ability to manage disruptions in credit markets or to our banking partners or changes to our credit rating; (5) the ability to maintain key manufacturing and supply arrangements (including execution of supply chain optimizations and sole supplier and sole manufacturing plant arrangements) and to manage disruption of business due to various factors, including ones outside of our control, such as natural disasters, acts of war or terrorism or disease outbreaks; (6) the ability to successfully manage cost fluctuations and pressures, including prices of commodities and raw materials and costs of labor, transportation, energy, pension and healthcare; (7) the ability to compete with our local and global competitors in new and existing sales channels, including by successfully responding to competitive factors such as prices, promotional incentives and trade terms for products; (8) the ability to manage and maintain key customer relationships; (9) the ability to protect our reputation and brand equity by successfully managing real or perceived issues, including concerns about safety, quality, ingredients, efficacy, packaging content, supply chain practices or similar matters that may arise; (10) the ability to successfully manage the financial, legal, reputational and operational risk associated with third-party relationships, such as our suppliers, contract manufacturers, distributors, contractors and external business partners; (11) the ability to rely on and maintain key company and third-party information and operational technology systems, networks and services and maintain the security and functionality of such systems, networks and services and the data contained therein; (12) the ability to successfully manage the demand, supply and operational challenges, as well as governmental responses or mandates, associated with a disease outbreak, including epidemics, pandemics or similar widespread public health concerns; (13) the ability to stay on the leading edge of innovation, obtain necessary intellectual property protections and successfully respond to changing consumer habits, evolving digital marketing and selling platform requirements and technological advances attained by, and patents granted to, competitors; (14) the ability to successfully manage our ongoing acquisition, divestiture and joint venture activities, in each case to achieve the Company's overall business strategy and financial objectives, without impacting the delivery of base business objectives; (15) the ability to successfully achieve productivity improvements and cost savings and manage ongoing organizational changes while successfully identifying, developing and retaining key employees, including in key growth markets where the availability of skilled or experienced employees may be limited; (16) the ability to successfully manage current and expanding regulatory and legal requirements and matters (including, without limitation, those laws and regulations involving product liability, product and packaging composition, manufacturing processes, intellectual property, labor and employment, antitrust, privacy, cybersecurity and data protection, artificial intelligence, tax, the environment, due diligence, risk oversight, accounting and financial reporting) and to resolve new and pending matters within current estimates; (17) the ability to manage changes in applicable tax laws and regulations; and (18) the ability to successfully achieve our ambition of reducing our greenhouse gas emissions and delivering progress towards our environmental sustainability priorities. For additional information concerning factors that could cause actual results and events to differ materially from those projected herein, please refer to our most recent 10-K, 10-Q and 8-K reports.  SIGNATURE   Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.     THE PROCTER & GAMBLE COMPANY     BY:    /s/ Sandra T. Lane                                      Sandra T. Lane                 Assistant Secretary                 June 5, 2025 INDEX TO EXHIBIT(S)      Exhibit Number   Description   99.1 Informational Slides Provided by The Procter & Gamble Company dated June 5, 2025.