UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): October 24, 2024

 

 

THE PROCTER & GAMBLE COMPANY

(Exact name of registrant as specified in charter)

 

 

Ohio		001-00434		31-0411980
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

One Procter & Gamble Plaza , Cincinnati, Ohio		45202
(Address of principal executive offices)		(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 (see General Instruction A.2. below):

 

☐

Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communication 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		New York Stock Exchange
0.500% Notes due 2024		PG24A		New York Stock Exchange
0.625% Notes due 2024		PG24B		New York Stock Exchange
1.375% Notes due 2025		PG25		New York Stock Exchange
0.110% Notes due 2026		PG26D		New York Stock Exchange
3.25% EUR Notes due 2026		PG26F		New York Stock Exchange
4.875% EUR notes due May 2027		PG27A		New York Stock Exchange
1.200% Notes due 2028		PG28		New York Stock Exchange
3.150% EUR Notes due 2028		PG28B		New York Stock Exchange
1.800% Notes due 2029		PG29A		New York Stock Exchange
1.250% Notes due 2029		PG29B		New York Stock Exchange
6.250% GBP notes due January 2030		PG30		New York Stock Exchange
0.350% Notes due 2030		PG30C		New York Stock Exchange
0.230% Notes due 2031		PG31A		New York Stock Exchange
3.250% EUR Notes due 2031		PG31B		New York Stock Exchange
5.250% GBP notes due January 2033		PG33		New York Stock Exchange
3.200% EUR Notes due 2034		PG34C		New York Stock Exchange
1.875% Notes due 2038		PG38		New York Stock Exchange
0.900% Notes due 2041		PG41		New York Stock Exchange

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 transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 8.01 Other Events.

On October 24, 2024, The Procter & Gamble Company (the “Company”) closed an underwritten public offering of $500,000,000 aggregate principal amount of 4.150% Notes due October 24, 2029 and $500,000,000 aggregate principal amount of 4.550% Notes due October 24, 2034 under the Company’s Registration Statement on Form S-3 (Registration No. 333-275071). Legal opinions related to these notes are attached hereto as Exhibits (5)(a) and (5)(b) and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

(d)

The following exhibits are being filed with this Current Report on Form 8-K.

 

Exhibit Number		Description
(5)(a)		Opinion of Jennifer Henkel, Esq., Director and Assistant General Counsel of the Company.
(5)(b)		Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, which is referred to in the opinion filed as Exhibit (5)(a).
(23)(a)		Consent of Jennifer Henkel, Esq., which is contained in her opinion filed as Exhibit (5)(a).
(23)(b)		Consent of Fried, Frank, Harris, Shriver & Jacobson LLP, which is contained in the opinion filed as Exhibit (5)(b).
(104)		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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.