What changed in this filing

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Item 1. Financial Statements

2026-04-24 compared with 2026-01-23 · 70 added, 63 removed, 480 unchanged (22% of the section changed)

2 unchanged sentences

CONSOLIDATED STATEMENTS OF EARNINGS

Three Months Ended December 31 Six Months Ended December 31

Three Months Ended March 31 Nine Months Ended March 31

Amounts in millions except per share amounts 2026 2025 2026 2025

16 unchanged sentences

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended December 31 Six Months Ended December 31

Three Months Ended March 31 Nine Months Ended March 31

Amounts in millions 2026 2025 2026 2025

12 unchanged sentences

CONSOLIDATED BALANCE SHEETS

Amounts in millions December 31, 2025 June 30, 2025

Amounts in millions March 31, 2026 June 30, 2025

CURRENT ASSETS

24 unchanged sentences

Preferred stock 759 777

Common stock – shares issued – December 2025 4,009.2

Common stock – shares issued – March 2026 4,009.2

June 2025 4,009.2 4,009 4,009

11 unchanged sentences

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

Three Months Ended December 31, 2025

Dollars in millions;

Three Months Ended March 31, 2026

Dollars in millions except per share amounts;

shares in thousands Common Stock Preferred Stock Additional Paid-In Capital Reserve for ESOP Debt Retirement Accumulated Other Comprehensive Income/(Loss) Treasury Stock Retained Earnings Noncontrolling Interest Total Shareholders' Equity

Shares Amount

BALANCE SEPTEMBER 30, 2025 2,336,734 $ 4,009 $ 770 $ 68,917 ($ 637 ) ($ 12,156 ) ($ 139,845 ) $ 132,212 $ 281 $ 53,551

BALANCE DECEMBER 31, 2025 2,324,001 $ 4,009 $ 767 $ 69,010 ($ 637 ) ($ 12,108 ) ($ 141,981 ) $ 133,981 $ 276 $ 53,317

Net earnings 3,932 18 3,951

9 unchanged sentences

Noncontrolling interest, net — ( 61 ) ( 61 )

BALANCE DECEMBER 31, 2025 2,324,001 $ 4,009 $ 767 $ 69,010 ($ 637 ) ($ 12,108 ) ($ 141,981 ) $ 133,981 $ 276 $ 53,317

Six Months Ended December 31, 2025

BALANCE MARCH 31, 2026 2,328,599 $ 4,009 $ 759 $ 69,375 ($ 596 ) ($ 12,298 ) ($ 142,168 ) $ 135,424 $ 226 $ 54,731

Nine Months Ended March 31, 2026

Dollars in millions;

13 unchanged sentences

Noncontrolling interest, net — ( 90 ) ( 90 )

BALANCE DECEMBER 31, 2025 2,324,001 $ 4,009 $ 767 $ 69,010 ($ 637 ) ($ 12,108 ) ($ 141,981 ) $ 133,981 $ 276 $ 53,317

BALANCE MARCH 31, 2026 2,328,599 $ 4,009 $ 759 $ 69,375 ($ 596 ) ($ 12,298 ) ($ 142,168 ) $ 135,424 $ 226 $ 54,731

See accompanying Notes to Consolidated Financial Statements.

4 The Procter & Gamble Company

Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

Dollars in millions;

1 unchanged sentence

Shares Amount

BALANCE SEPTEMBER 30, 2024 2,355,042 $ 4,009 $ 791 $ 68,102 ($ 707 ) ($ 10,893 ) ($ 134,823 ) $ 125,361 $ 300 $ 52,141

BALANCE DECEMBER 31, 2024 2,344,852 $ 4,009 $ 788 $ 68,283 ($ 707 ) ($ 11,637 ) ($ 137,112 ) $ 127,544 $ 275 $ 51,443

Net earnings 3,769 23 3,793

9 unchanged sentences

Noncontrolling interest, net — ( 26 ) ( 26 )

BALANCE DECEMBER 31, 2024 2,344,852 $ 4,009 $ 788 $ 68,283 ($ 707 ) ($ 11,637 ) ($ 137,112 ) $ 127,544 $ 275 $ 51,443

Six Months Ended December 31, 2024

BALANCE MARCH 31, 2025 2,344,542 $ 4,009 $ 781 $ 68,615 ($ 672 ) ($ 11,307 ) ($ 138,073 ) $ 128,919 $ 273 $ 52,545

Nine Months Ended March 31, 2025

Dollars in millions;

13 unchanged sentences

Noncontrolling interest, net — ( 77 ) ( 77 )

BALANCE DECEMBER 31, 2024 2,344,852 $ 4,009 $ 788 $ 68,283 ($ 707 ) ($ 11,637 ) ($ 137,112 ) $ 127,544 $ 275 $ 51,443

BALANCE MARCH 31, 2025 2,344,542 $ 4,009 $ 781 $ 68,615 ($ 672 ) ($ 11,307 ) ($ 138,073 ) $ 128,919 $ 273 $ 52,545

See accompanying Notes to Consolidated Financial Statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended December 31

Nine Months Ended March 31

Amounts in millions 2026 2025

91 unchanged sentences

% of Net sales by operating segment (1)

Three Months Ended December 31 Six Months Ended December 31

Three Months Ended March 31 Nine Months Ended March 31

2026 2025 2026 2025

3 unchanged sentences

Hair Care 9 % 9 % 9 % 9 %

Oral Care 9 % 9 % 8 % 8 %

Family Care 9 % 9 % 8 % 9 %

Grooming 8 % 8 % 8 % 8 %

Oral Care 8 % 8 % 8 % 8 %

Personal Health Care 7 % 7 % 7 % 7 %

5 unchanged sentences

The following is a summary of reportable segment results:

Three Months Ended December 31, 2025

Three Months Ended March 31, 2026

Beauty Grooming Health Care Fabric & Home Care Baby, Feminine & Family Care Corporate Total Company

10 unchanged sentences

(1) Other segment items for each reportable segment includes interest expense, interest income and certain other non-operating income/(expense).

Corporate includes non-operating income comprised primarily of a $ 343 gain due to the dissolution of the Glad joint venture business.

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

8 The Procter & Gamble Company

Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

Beauty Grooming Health Care Fabric & Home Care Baby, Feminine & Family Care Corporate Total Company

10 unchanged sentences

(1) Other segment items for each reportable segment includes interest expense, interest income and certain other non-operating income/(expense).

Six Months Ended December 31, 2025

Nine Months Ended March 31, 2026

Beauty Grooming Health Care Fabric & Home Care Baby, Feminine & Family Care Corporate Total Company

10 unchanged sentences

(1) Other segment items for each reportable segment includes interest expense, interest income and certain other non-operating income/(expense).

Six Months Ended December 31, 2024

Corporate includes non-operating income comprised primarily of a $ 343 gain due to the dissolution of the Glad joint venture business.

Nine Months Ended March 31, 2025

Beauty Grooming Health Care Fabric & Home Care Baby, Feminine & Family Care Corporate Total Company

21 unchanged sentences

Translation and other ( 124 ) ( 85 ) ( 78 ) ( 9 ) ( 35 ) ( 330 )

GOODWILL AT DECEMBER 31, 2025 $ 14,234 $ 12,999 $ 7,939 $ 1,850 $ 4,643 $ 41,665

Goodwill increased from June 30, 2025, primarily due to currency translation.

Identifiable intangible assets at December 31, 2025, were comprised of:

GOODWILL AT MARCH 31, 2026 $ 14,105 $ 12,908 $ 7,902 $ 1,840 $ 4,605 $ 41,359

Goodwill decreased from June 30, 2025, primarily due to currency translation, partially offset by a minor acquisition within Health Care.

Identifiable intangible assets at March 31, 2026, were comprised of:

Gross Carrying Amount Accumulated Amortization

4 unchanged sentences

The intangible assets with indefinite lives primarily consist of brands.

The amortization expense of determinable-lived intangible assets for the three months ended December 31, 2025 and 2024, was $ 77 and $ 80 , respectively.

For the six months ended December 31, 2025 and 2024, amortization expense was $ 156 and $ 163 , respectively.

The amortization expense of determinable-lived intangible assets for the three months ended March 31, 2026 and 2025, was $ 76 and $ 78 , respectively.

For the nine months ended March 31, 2026 and 2025, amortization expense was $ 232 and $ 241 , respectively.

Goodwill and indefinite-lived intangible assets are not amortized but are tested at least annually for impairment.

5 unchanged sentences

Based on our impairment testing performed during the three months ended December 31, 2025, the Gillette indefinite-lived intangible asset's fair value exceeds its carrying value by greater than 10 %.

As of December 31, 2025, the carrying value of the Gillette indefinite-lived intangible asset was $ 12.8 billion.

As of March 31, 2026, the carrying value of the Gillette indefinite-lived intangible asset was $ 12.8 billion.

While we have concluded that no triggering event has occurred during the quarter ended March 31, 2026, the Gillette indefinite-lived intangible asset is susceptible to impairment risk.

Adverse changes in the business or in the macroeconomic environment, including foreign currency devaluation, increasing global inflation or market contraction from an economic recession, could reduce the underlying cash flows used to estimate the fair value of the Gillette indefinite-lived intangible asset and trigger an impairment charge.

9 unchanged sentences

The discount rate is based on a weighted average cost of capital that is likely to be expected by a market participant, including consideration of both debt and equity components of the capital structure.

Our discount rate may be impacted by adverse changes in the macroeconomic environment, volatility in the equity and debt markets or other country specific factors, such as further devaluation of currencies against the U.S.

Spot rates as of the fair value measurement date are utilized in our fair value estimates for cash flows outside the U.S.

Our discount rate may be impacted by adverse changes in the macroeconomic environment, volatility in the equity and debt markets or other country specific factors, such as

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

10 The Procter & Gamble Company

further devaluation of currencies against the U.S.

Spot rates as of the fair value measurement date are utilized in our fair value estimates for cash flows outside the U.S.

The royalty rate used to determine the estimated fair value for the Gillette indefinite-lived intangible asset is driven by historical and estimated future profitability of the underlying Gillette business.

10 unchanged sentences

Net earnings per common share were calculated as follows:

CONSOLIDATED AMOUNTS Three Months Ended December 31 Six Months Ended December 31

CONSOLIDATED AMOUNTS Three Months Ended March 31 Nine Months Ended March 31

2026 2025 2026 2025

13 unchanged sentences

Diluted $ 1.63 $ 1.54 $ 5.36 $ 5.03

(1) For the three months ended December 31, 2025 and 2024, the weighted average of stock options that were antidilutive and not included in the diluted net earnings per share calculation were 23 million and 8 million, respectively.

For the six months ended December 31, 2025 and 2024, the weighted average of stock options that were antidilutive and not included in the diluted net earnings per share calculation were 19 million and 4 million, respectively.

(1) For the three months ended March 31, 2026 and 2025, the weighted average of stock options that were antidilutive and not included in the diluted net earnings per share calculation were 22 million and 8 million, respectively.

For the nine months ended March 31, 2026 and 2025, the weighted average of stock options that were antidilutive and not included in the diluted net earnings per share calculation were 20 million and 6 million, respectively.

(2) An overview of preferred shares can be found in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

1 unchanged sentence

The following table provides a summary of our share-based compensation expense and postretirement benefit impacts:

Three Months Ended December 31 Six Months Ended December 31

Three Months Ended March 31 Nine Months Ended March 31

2026 2025 2026 2025

2 unchanged sentences

Net periodic benefit (credit) for other retiree benefits ( 153 ) ( 180 ) ( 456 ) ( 541 )

Risk Management Activities and Fair Value Measurements

As a multinational company with diverse product offerings, we are exposed to market risks, such as changes in interest rates, currency exchange rates and commodity prices.

There have been no significant changes in our risk management policies or activities during the six months ended December 31, 2025.

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

The Procter & Gamble Company 11

Risk Management Activities and Fair Value Measurements

As a multinational company with diverse product offerings, we are exposed to market risks, such as changes in interest rates, currency exchange rates and commodity prices.

There have been no significant changes in our risk management policies or activities during the nine months ended March 31, 2026.

The Company has not changed its valuation techniques used in measuring the fair value of any financial assets and liabilities during the period.

3 unchanged sentences

There were no significant assets or liabilities that were re-measured at fair value on a non-recurring basis during the periods presented.

Cash equivalents were $ 9.4 billion and $ 8.3 billion as of December 31, 2025 and June 30, 2025, respectively, and are classified as Level 1 within the fair value hierarchy.

Cash equivalents were $ 11.1 billion and $ 8.3 billion as of March 31, 2026 and June 30, 2025, respectively, and are classified as Level 1 within the fair value hierarchy.

The Company had no other material investments in debt or equity securities during the periods presented.

The fair value of long-term debt was $ 31.3 billion and $ 29.5 billion as of December 31, 2025 and June 30, 2025, respectively.

This includes the current portion of long-term debt instruments ($ 6.4 billion and $ 5.3 billion as of December 31, 2025 and June 30, 2025, respectively).

The fair value of long-term debt was $ 29.4 billion and $ 29.5 billion as of March 31, 2026 and June 30, 2025, respectively.

This includes the current portion of long-term debt instruments ($ 6.5 billion and $ 5.3 billion as of March 31, 2026 and June 30, 2025, respectively).

Certain long-term debt (debt designated as a fair value hedge) is recorded at fair value.

3 unchanged sentences

Disclosures about Financial Instruments

The notional amounts and fair values of financial instruments used in hedging transactions as of December 31, 2025 and June 30, 2025, are as follows:

The notional amounts and fair values of financial instruments used in hedging transactions as of March 31, 2026 and June 30, 2025, are as follows:

Notional Amount Fair Value Asset Fair Value (Liability)

December 31, 2025 June 30, 2025 December 31, 2025 June 30, 2025 December 31, 2025 June 30, 2025

March 31, 2026 June 30, 2025 March 31, 2026 June 30, 2025 March 31, 2026 June 30, 2025

DERIVATIVES IN FAIR VALUE HEDGING RELATIONSHIPS

7 unchanged sentences

The fair value of the interest rate derivative asset/(liability) directly offsets the cumulative amount of the fair value hedging adjustment included in the carrying amount of the underlying debt obligation.

The carrying amount of the underlying debt obligation, which includes the unamortized discount or premium and the fair value adjustment, was $ 5.1 billion and $ 3.1 billion as of December 31, 2025 and June 30, 2025, respectively.

The carrying amount of the underlying debt obligation, which includes the unamortized discount or premium and the fair value adjustment, was $ 5.0 billion and $ 3.1 billion as of March 31, 2026 and June 30, 2025, respectively.

In addition to the foreign currency derivative contracts designated as net investment hedges, certain of our foreign currency denominated debt instruments are designated as net investment hedges.

The carrying value of those debt instruments designated as net investment hedges, which includes the adjustment for the foreign currency transaction gain or loss on those instruments, was $ 12.4 billion and $ 11.2 billion as of December 31, 2025 and June 30, 2025, respectively.

The carrying value of those debt instruments designated as net investment hedges, which includes the adjustment for the foreign currency transaction gain or loss on those instruments, was $ 12.1 billion and $ 11.2 billion as of March 31, 2026 and June 30, 2025, respectively.

The increase in the notional balance of interest rate contracts designated as fair value hedges is driven by debt portfolio rebalancing to meet interest rate risk management objectives.

The decrease in the notional balance of derivative instruments designated as net investment hedges was primarily driven by the maturity of certain swaps, consistent with the Company's ongoing management of its hedge portfolio.

Derivative assets are presented in Prepaid expenses and other current assets or Other noncurrent assets.

4 unchanged sentences

If the Company's credit rating were to fall below the levels stipulated in the agreements, the counterparties could demand either collateralization or termination of the arrangements.

The aggregate fair value of the instruments covered by these contractual features that are in a liability position was $ 706 and $ 1.1 billion as of December 31, 2025 and June 30, 2025, respectively.

The Company has not been required to post collateral as a result of these contractual features.

The aggregate fair value of the instruments covered by these contractual features that are in a liability position was $ 477 and $ 1.1 billion as of

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

12 The Procter & Gamble Company

March 31, 2026 and June 30, 2025, respectively.

The Company has not been required to post collateral as a result of these contractual features.

Before tax gains and losses on our financial instruments in hedging relationships are categorized as follows:

Amount of Gain/(Loss) Recognized in OCI on Derivatives

Three Months Ended December 31 Six Months Ended December 31

Three Months Ended March 31 Nine Months Ended March 31

2026 2025 2026 2025

1 unchanged sentence

Foreign currency interest rate contracts $ 208 $ ( 473 ) $ 205 $ ( 117 )

(1) For the derivatives in net investment hedging relationships, the amount of gain excluded from effectiveness testing, which was recognized in earnings, was $ 65 and $ 57 for the three months ended December 31, 2025 and 2024, respectively.

The amount of gain excluded from effectiveness testing was $ 136 and $ 107 for the six months ended December 31, 2025 and 2024, respectively.

(1) For the derivatives in net investment hedging relationships, the amount of gain excluded from effectiveness testing, which was recognized in earnings, was $ 56 and $ 60 for the three months ended March 31, 2026 and 2025, respectively.

The amount of gain excluded from effectiveness testing was $ 191 and $ 167 for the nine months ended March 31, 2026 and 2025, respectively.

(2) In addition to the foreign currency derivative contracts designated as net investment hedges, certain of our foreign currency denominated debt instruments are designated as net investment hedges.

The amount of gain recognized in Accumulated other comprehensive income (AOCI) for such instruments was $ 9 and $ 825 for the three months ended December 31, 2025 and 2024, respectively.

The amount of gain recognized in AOCI for such instruments was $ 39 and $ 215 for the six months ended December 31, 2025 and 2024, respectively.

The amount of gain/(loss) recognized in Accumulated other comprehensive income (AOCI) for such instruments was $ 279 and $( 436 ) for the three months ended March 31, 2026 and 2025, respectively.

The amount of gain/(loss) recognized in AOCI for such instruments was $ 318 and $( 221 ) for the nine months ended March 31, 2026 and 2025, respectively.

Amount of Gain/(Loss) Recognized in Earnings

Three Months Ended December 31 Six Months Ended December 31

Three Months Ended March 31 Nine Months Ended March 31

2026 2025 2026 2025

18 unchanged sentences

OCI attributable to noncontrolling interests, net of tax — — ( 16 ) ( 16 )

BALANCE AT DECEMBER 31, 2025, NET OF TAX $ 10 $ ( 776 ) $ ( 11,342 ) $ ( 12,108 )

BALANCE AT MARCH 31, 2026, NET OF TAX $ 10 $ ( 763 ) $ ( 11,545 ) $ ( 12,298 )

Foreign currency translation includes financial statement translation and changes in fair value of net investment hedges (see Note 7).

2 unchanged sentences

We are subject, from time to time, to certain legal proceedings and claims arising out of our business, which cover a wide range of matters, including antitrust and trade regulation, product liability, advertising, contracts, environmental, patent and trademark matters, labor and employment matters and tax.

While considerable uncertainty exists, in the opinion of management and our counsel, the ultimate resolution of the various lawsuits and claims will not materially affect our financial position, results of operations or cash flows.

While considerable uncertainty exists, in the opinion of management and our

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

The Procter & Gamble Company 13

counsel, the ultimate resolution of the various lawsuits and claims will not materially affect our financial position, results of operations or cash flows.

We are also subject to contingencies pursuant to environmental laws and regulations that in the future may require us to take action to correct the effects on the environment of prior manufacturing and waste disposal practices.

22 unchanged sentences

All outstanding amounts related to suppliers participating in SCF are recorded within Accounts payable in our Consolidated Balance Sheets, and the associated payments are included in operating activities within our Consolidated Statements of Cash Flows.

The amount due to suppliers participating in SCF and included in Accounts payable was approximately $ 5.8 billion as of December 31, 2025 and June 30, 2025.

The amount due to suppliers participating in SCF and included in Accounts payable was approximately $ 5.7 billion as of March 31, 2026 and $ 5.8 billion as of June 30, 2025.

Restructuring Program

4 unchanged sentences

The Company expects to incur approximately $ 1.5 to $ 2.0 billion in before-tax restructuring costs over two years .

The Company expects to incur half of the costs under this plan by the end of fiscal 2026, with the remainder incurred in fiscal 2027.

The Company expects to incur over half of the costs under this plan by the end of fiscal 2026, with the remainder incurred in fiscal 2027.

The restructuring activities will be executed across the Sector Business Units as well as the Enterprise Markets, Corporate Functions and Global Business Services.

3 unchanged sentences

The Company will also incur other types of costs outlined below as a direct result of the plan.

For the three months ended December 31, 2025, the Company incurred total before tax charges of $ 369 including $ 180 in Costs of products sold, $ 171 in SG&A and $ 18 in Other non-operating income/(expense), net.

For the six months ended December 31, 2025, the Company incurred charges of $ 584 including $ 280 in Costs of products sold, $ 277 in SG&A and $ 27 in Other non-operating income/(expense), net.

For the three months ended March 31, 2026, the Company incurred total before tax charges of $ 198 including $ 138 in Costs of products sold, $ 53 in SG&A and $ 6 in Other non-operating income/(expense), net.

For the nine months ended March 31, 2026, the Company incurred charges of $ 782 including $ 418 in Costs of products sold, $ 330 in SG&A and $ 33 in Other non-operating income/(expense), net.

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

14 The Procter & Gamble Company

The following table presents restructuring activity for the six months ended December 31, 2025:

The following table presents restructuring activity for the nine months ended March 31, 2026:

Separations Asset Related Costs Other Total

RESERVE JUNE 30, 2025 $ 120 $ — $ 69 $ 189

Costs incurred for the three months ended September 30, 2025 124 27 65 215

Costs incurred for the three months ended December 31, 2025 198 83 88 369

Costs incurred for the six months ended December 31, 2025 322 109 152 584

Costs paid/settled for the six months ended December 31, 2025 ( 172 ) ( 109 ) ( 99 ) ( 380 )

RESERVE DECEMBER 31, 2025 $ 271 $ — $ 122 $ 393

Costs incurred for the three months ended March 31, 2026 133 53 12 198

Costs incurred for the nine months ended March 31, 2026 455 162 164 782

Costs paid/settled for the nine months ended March 31, 2026 ( 382 ) ( 162 ) ( 157 ) ( 701 )

RESERVE MARCH 31, 2026 $ 193 $ — $ 76 $ 269

Separation Costs

8 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-Q

Item 1. Financial Statements