What changed in this filing

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Item 9A. Controls and Procedures

2024-08-05 compared with 2023-08-04 · 34 added, 23 removed, 170 unchanged (25% of the section changed)

2 unchanged sentences

The Company’s Chairman of the Board, President and Chief Executive Officer, Jon R.

Moeller, and the Company's Chief Financial Officer, Andre Schulten, performed an evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (Exchange Act)) as of the end of the period covered by this Annual Report on Form 10-K.

Moeller and Schulten have concluded that the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (2) accumulated and communicated to our management, including Messrs.

Moeller, and the Company’s Chief Financial Officer, Andre Schulten, performed an evaluation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (Exchange Act)) as of the end of the period covered by this report.

Moeller and Schulten have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to our management, including Messrs.

Moeller and Schulten, to allow their timely decisions regarding required disclosure.

4 unchanged sentences

Other Information.

Not applicable.

During the fiscal year ended June 30, 2024, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K.

Insider Trading Arrangements and Policies

The Company has insider trading policies and procedures that govern the purchase, sale and other dispositions of its securities by directors, officers and employees, as well as by the Company itself.

We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Amounts in millions of dollars except per share amounts or as otherwise specified.

The Procter & Gamble Company 63

Directors, Executive Officers and Corporate Governance.

The Board of Directors has determined that the following members of the Audit Committee are independent and are Audit Committee financial experts as defined by SEC rules:

Woertz (Chair) and Ms.

Brett Biggs, Ms.

Christine McCarthy (Chair) and Ms.

Patricia Woertz.

The information required by this item is incorporated by reference to the following sections of the 2024 Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, 2024:

8 unchanged sentences

and the portion beginning with the section entitled Director Compensation up to but not including the section entitled Pay Versus Performance.

66 The Procter & Gamble Company

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

36 unchanged sentences

Report of the Audit Committee, which ends with the subsection entitled Services Provided by Deloitte.

64 The Procter & Gamble Company

Exhibits and Financial Statement Schedules.

12 unchanged sentences

These schedules are omitted because of the absence of the conditions under which they are required or because the information is set forth in the Consolidated Financial Statements or Notes thereto.

The Procter & Gamble Company 67

Exhibit (3-1) -

Amended Articles of Incorporation (as amended by shareholders at the annual meeting on October 11, 2011 and consolidated by the Board of Directors on April 8, 2016) (Incorporated by reference to Exhibit (3-1) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016) .

Regulations (as approved by the Board of Directors on Dece mber 13 , 20 22 , pursuant to authority granted by shareholders at the annual meeting on October 13, 2009) (Incorporated by reference to Exhibit (3-2) of the Company's Current Report on Form 8 -K f iled December 13, 2022 ) .

Regulations (as approved by the Board of Directors on December 13, 2022, pursuant to authority granted by shareholders at the annual meeting on October 13, 2009) (Incorporated by reference to Exhibit (3-2) of the Company's Current Report on Form 8-K filed December 13, 2022) .

Exhibit (4-1) -

6 unchanged sentences

Description of the Company’s 1.375% Notes due 2025 and 1.800% Notes due 2029 (Incorporated by reference to Exhibit (4-7) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019) .

Description of the Company’s 1.125% Notes due 2023 (Incorporated by reference to Exhibit (4-8) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019) .

Description of the Company's 0.350% EUR Notes due 2030 and 0.900% EUR Notes due 2041 (Incorporated by reference to Exhibit (4-10) of the Company's Annual Report on Form 10-K for the year ended June 30, 2022) .

Description of the Company's 0.110% Yen Notes due 2026 and 0.230% Yen Notes due 2031 (Incorporated by reference to Exhibit (4-11) of the Company's Annual Report on Form 10-K for the year ended June 30, 2022) .

Description of the Company's 3 .

25 0 % Notes due 2026 and 3.

25 0 % Notes due 2031 .+

The Procter & Gamble Company 65

Description of the Company's 3.250% Notes due 2026 and 3.250% Notes due 2031 (Incorporated by reference to Exhibit (4-11) of th e Company's Annual Report on Form 10-K for the year ended June 30, 2023).

Description of the Company's 3.150% Notes due 2028 and 3.200% Notes due 2034 .

Exhibit (10-1) -

3 unchanged sentences

The Procter & Gamble Executive Group Life Insurance Policy (Incorporated by reference to Exhibit (10-3) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2018) .*

Summary of the Company’s Retirement Plan Restoration Program (Incorporated by reference to Exhibit (10-5) of the Company's Form 10-Q for the quarter ended December 31, 2019) .*

Summary of the Company’s Retirement Plan Restoration Program .* +

Retirement Plan Restoration Program - Related Correspondence and Terms and Conditions .

2 unchanged sentences

The Procter & Gamble Company Executive Deferred Compensation Plan (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended March 31, 2020) .*

Summary of the Company's Short Term Achievement Reward Program (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2022) .*

Summary of the Company's Short Term Achievement Reward Program (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended September 3 0 , 202 3 ) .*

68 The Procter & Gamble Company

Short Term Achievement Reward Program – related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-2) of the Company's Form 10-Q for the quarter ended September 30, 202 3 ) .*

Company's Form of Separation Agreement & Release (Incorporated by reference to Exhibit (10-12) of the Company's Annual Report on Form 10-K for the year ended June 30, 2022) .*

Company's Form of Separation Agreement & Release .* +

Company's Form of Separation Letter and Release (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended March 31, 2023) .*

Summary of personal benefits available to certain officers and non-employee directors (Incorporated by reference to Exhibit (10-5) of the Company's Form 10-Q for the quarter ended September 30, 2021) .*

Summary of personal benefits available to certain officers and non-employee directors (Incorporated by reference to Exhibit (10- 1 ) of the Company's Form 10-Q for the quarter ended March 31, 20 24 ) .*

The Gillette Company Deferred Compensation Plan (Incorporated by reference to Exhibit (10-18) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2017) .*

Senior Executive Recoupment Policy (Incorporated by reference to Exhibit (10-19) of the Company’s Annual Report on Form 10-K for the year ended June 30, 2018) .*

Senior Executive Officer Recoupment Policy .*+

The Gillette Company Deferred Compensation Plan (for salary deferrals prior to January 1, 2005) as amended through August 21, 2006 (Incorporated by reference to Exhibit (10-20) of the Company's Annual Report on Form 10-K for the year ended June 30, 2017) .*

5 unchanged sentences

The Procter & Gamble 2013 Non-Employee Directors' Stock Plan (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended December 31, 2013) .

66 The Procter & Gamble Company

The Procter & Gamble 2014 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 14, 2014 (Incorporated by reference to Exhibit (10-25) of the Company's Annual Report on Form 10-K for the year ended June 30, 2016) .*

Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2019 Stock and Incentive Compensation Plan and The Procter & Gamble 2014 Stock and Incentive Compensation Plan (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended December 31, 2019) .*

The Procter & Gamble 2014 Stock and Incentive Compensation Plan - Additional terms and conditions (Incorporated by reference to Exhibit (10-26) of the Company's Annual Report on Form 10-K for the year ended June 30, 2017) .*

The Procter & Gamble 2019 Stock and Incentive Compensation Plan, which was originally adopted by shareholders at the annual meeting on October 8, 2019 (Incorporated by reference to Exhibit (10-1) of the Company’s Current Report on Form 8-K filed October 11, 2019) .*

The Procter & Gamble 2019 Stock and Incentive Compensation Plan - Additional terms and conditions (Incorporated by reference to Exhibit (10-28) of the Company's Annual Report on Form 10-K for the year ended June 30, 2021) .*

The Procter & Gamble 2019 Stock and Incentive Compensation Plan - Additional terms and conditions .* +

Exhibit (19-1) -

P&G Global Insider Trading Policy .

P&G Share Repurchase Policy.

Exhibit (21) -

Subsidiaries of the Registrant .

6 unchanged sentences

Exhibit (97) -

P&G Dodd-Frank Recoupment Policy.

Exhibit (99-1) -

Summary of Directors and Officers Insurance Program .

101.INS (1) Inline XBRL Instance Document

The Procter & Gamble Company 69

101.SCH (1) Inline XBRL Taxonomy Extension Schema Document

26 unchanged sentences

Director August 05, 2024

/s/ BRETT BIGGS

(Brett Biggs)

Director August 05, 2024

/s/ SHEILA BONINI

1 unchanged sentence

Director August 05, 2024

/s/ ANGELA F.

Director August 05, 2024

Director August 04, 2023

/s/ JOSEPH JIMENEZ

9 unchanged sentences

Director August 05, 2024

/s/ ASHLEY MCEVOY

(Ashley McEvoy)

Director August 05, 2024

/s/ ROBERT J.

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures