8-K
PROCTER & GAMBLE Co (PG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 14, 2025 (August 12, 2025)
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The Procter & Gamble Company
(Exact name of registrant as specified in its charter)
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| Ohio<br><br>(State or other jurisdiction of<br><br>incorporation or organization) | 001-00434<br><br>(Commission File Number) | 31-0411980<br><br>(I.R.S. Employer Identification Number) |
|---|---|---|
| One Procter & Gamble Plaza<br><br>Cincinnati, Ohio 45202 | ||
| (Address of principal executive offices and zip code) | ||
| (513) 983-1100 | ||
| (Registrant's telephone number, including area code) |
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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 | 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 |
| 3.250% 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 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On August 12, 2025, Alexandra Keith, currently Chief Executive Officer – Beauty, announced her intention to retire from the Company effective February 20, 2026, after more than 36 years of service.
At the time of her retirement, Ms. Keith will enter into the Company’s standard Written Separation Agreement, which will not provide any cash severance payment, but will allow her to retain the remainder of her special equity award scheduled to vest in August 2026. All other equity awards will be retained or pro-rated as described in the applicable Award Agreement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 14th day of August, 2025.
| THE PROCTER & GAMBLE COMPANY | |
|---|---|
| By: | /s/ Sandra T. Lane |
| Name: | Sandra T. Lane |
| Title: | Assistant Secretary |