What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-08-04 compared with 2025-08-04 · 175 added, 142 removed, 1170 unchanged (21% of the section changed)

14 unchanged sentences

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of June 30, 2026, as stated in their report which is included herein.

/s/ Shailesh Jejurikar

(Shailesh Jejurikar)

Chairman of the Board, President and Chief Executive Officer

28 unchanged sentences

The Company estimates fair value using the income method, which is based on the present value of estimated future cash flows attributable to the respective asset.

This requires management to make significant estimates and assumptions related to forecasts of future net sales and earnings, including growth rates beyond a 10-year time period, royalty rate and discount rate.

This requires management to make significant estimates and assumptions related to the forecast of future net sales, including the growth rate beyond a 10-year time period, royalty rate and discount rate.

Changes in the assumptions could have a significant impact on either the fair value, the amount of any impairment charge, or both.

3 unchanged sentences

We identified the Company’s impairment evaluation of the Gillette Brand as a critical audit matter because of the significant judgments made by management to estimate the fair value of the indefinite-lived intangible asset.

A high degree of auditor judgment and an increased extent of effort was required when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the forecasts of future net sales and earnings as well as the selection of royalty rate and discount rate, including the need to involve our fair value specialists.

A high degree of auditor judgment and an increased extent of effort was required when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the forecast of future net sales as well as the selection of royalty rate and discount rate, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to forecasts of future net sales and earnings and the selection of the royalty rate and discount rate for the Gillette Brand included the following, among others:

• We tested the effectiveness of controls over the Gillette Brand, including those over the determination of fair value, such as controls related to management’s development of forecasts of future net sales and earnings, and the selection of royalty rate and discount rate.

Our audit procedures related to the forecast of future net sales and the selection of the royalty rate and discount rate for the Gillette Brand included the following, among others:

• We tested the effectiveness of controls over the Gillette Brand, including those over the determination of fair value, such as controls related to management’s development of the forecast of future net sales, and the selection of the royalty rate and discount rate.

36 The Procter & Gamble Company

• We evaluated management’s ability to accurately forecast net sales and earnings by comparing actual results to management’s historical forecasts.

• We evaluated the reasonableness of management’s forecast of net sales and earnings by comparing the forecasts to:

• Historical net sales and earnings.

• We evaluated management's ability to accurately forecast net sales by comparing actual results to

management's historical forecasts.

• We evaluated the reasonableness of management’s forecast of net sales by comparing the forecast to:

• Historical net sales.

• Underlying analysis detailing business strategies and growth plans.

1 unchanged sentence

• Forecasted information included in analyst and industry reports for the Company and certain of its peer companies.

• With the assistance of our fair value specialists, we evaluated the net sales and earnings growth rates, royalty rate, and discount rate by:

• Testing the source information underlying the determination of net sales and earnings growth rates, royalty rate, and discount rate and the mathematical accuracy of the calculations.

• With the assistance of our fair value specialists, we evaluated the net sales growth rate, royalty rate, and discount rate by:

• Testing the source information underlying the determination of the net sales growth rate, royalty rate, and discount rate and the mathematical accuracy of the calculations.

• Developing a range of independent estimates for the discount rate and comparing the discount rate selected by management to that range.

29 unchanged sentences

August 4, 2026

See accompanying Notes to Consolidated Financial Statements.

38 The Procter & Gamble Company

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Interest income 430 469 473

Other non-operating income, net 154 668 668

Other non-operating income/(expense), net 1,076 154 668

EARNINGS BEFORE INCOME TAXES 20,377 20,167 18,761

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OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX

Foreign currency translation (net of tax (benefit)/expense of $( 442 ), $ 66 and $( 197 ), respectively)

Foreign currency translation

(net of tax (benefit)/expense of $ 129 , $( 442 ) and $ 66 , respectively)

96 1,143 ( 226 )

1 unchanged sentence

(net of tax (benefit)/expense of $ 1 , $( 1 ) and $( 1 ), respectively)

— ( 3 ) ( 7 )

Unrealized gains/(losses) on defined benefit postretirement plans

2 unchanged sentences

TOTAL OTHER COMPREHENSIVE INCOME/(LOSS), NET OF TAX ( 343 ) ( 248 ) 317

TOTAL COMPREHENSIVE INCOME 15,817 15,291 14,700

COMPREHENSIVE INCOME 15,801 15,817 15,291

Comprehensive income attributable to noncontrolling interests 77 87 92

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE $ 15,730 $ 15,199 $ 14,622

COMPREHENSIVE INCOME ATTRIBUTABLE TO PROCTER & GAMBLE $ 15,724 $ 15,730 $ 15,199

See accompanying Notes to Consolidated Financial Statements.

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Consolidated Statements of Shareholders' Equity

Dollars in millions except per share amounts;

Amounts in millions except per share amounts;

shares in thousands Common Stock Preferred Stock Additional Paid-In Capital Reserve for ESOP Debt Retirement Accumulated

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Deferred income taxes 51 149 ( 244 )

Loss/(gain) on sale of assets 755 ( 215 ) ( 40 )

(Gain)/loss on sale of assets ( 351 ) 755 ( 215 )

Indefinite-lived intangible asset impairment charge — — 1,341

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Cash payments for interest $ 866 $ 896 $ 878

Cash payments for income taxes 4,554 4,363 4,278

(1) Certain prior period amounts within Operating Activities have been reclassified for consistency with the current period presentation.

These reclassifications had no effect on the previously reported Total Operating Activities.

See accompanying Notes to Consolidated Financial Statements.

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

42 The Procter & Gamble Company

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The Procter & Gamble Company's (the "Company," "Procter & Gamble," "we" or "us") business is focused on providing branded consumer packaged goods of superior quality and value.

Our products are sold in about 180 countries and territories primarily through mass merchandisers, e-commerce (including social commerce) channels, grocery stores, membership club stores, drug stores, department stores, distributors, wholesalers, specialty beauty stores (including airport duty-free stores), high-frequency stores, pharmacies, electronics stores and professional channels.

Our products are sold in about 180 countries and territories primarily through mass merchandisers, digital commerce (including social commerce) channels, grocery stores, membership club stores, drug stores, department stores, distributors, wholesalers, specialty beauty stores (including airport duty-free stores), high-frequency stores, pharmacies, electronics stores and professional channels.

We also sell direct to consumers.

We have on-the-ground operations in about 70 countries.

We have on-the-ground operations in approximately 65 countries.

Basis of Presentation

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Selling, general and administrative expense (SG&A) is primarily comprised of marketing expenses, selling expenses, research and development costs, administrative and other indirect overhead costs, depreciation and amortization expense on non-manufacturing assets and other miscellaneous operating items.

Research and development costs are charged to expense as incurred and were $ 2.1 billion in 2025 and $ 2.0 billion in 2024 and 2023.

Research and development costs are charged to expense as incurred and were $ 2.1 billion in 2026 and 2025 and $ 2.0 billion in 2024.

Advertising costs, charged to expense as incurred, include television, print, radio, digital and in-store advertising expenses and were $ 10.2 billion in 2026, $ 9.2 billion in 2025 and $ 9.6 billion in 2024.

Non-advertising related components of the Company's total marketing spending reported in SG&A include costs associated with consumer promotions, product sampling and sales aids.

Other Non-Operating Income, Net

Other non-operating income, net primarily includes divestiture gains, net non-service impacts related to postretirement benefit plans, investment income, accumulated foreign currency translation losses recognized upon the substantial liquidation of foreign operations and other non-operating items.

Other Non-Operating Income/(Expense), Net

Other non-operating income/(expense), net primarily includes divestiture gains/(losses), net non-service impacts related to postretirement benefit plans, investment income, accumulated foreign currency translation losses recognized upon the substantial liquidation of foreign operations and other non-operating items.

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

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Depreciation expense is recognized over the assets' estimated useful lives using the straight-line method.

Machinery and equipment includes office furniture and fixtures ( 15 -year life), computer equipment and capitalized software ( 3 - to 5 -year lives) and manufacturing equipment ( 3 - to 20 -year lives).

Buildings are depreciated over an estimated useful life of 40 years.

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however, we do not believe any such changes would have a material impact on our financial condition, results of operations or cash flows.

Other financial instruments, including cash equivalents, certain investments and certain short-term debt, are recorded at cost, which approximates fair value.

The fair values of long-term debt and financial instruments are disclosed in Note 9.

Other financial instruments, including cash equivalents, certain investments and

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

44 The Procter & Gamble Company

certain short-term debt, are recorded at cost, which approximates fair value.

The fair values of long-term debt and financial instruments are disclosed in Note 9.

New Accounting Pronouncements and Policies

On July 1, 2025, we adopted the Accounting Standards Update (ASU) No.

2023-07, “Segment Reporting:

Improvements to Reportable Segment Disclosures".

This guidance requires disclosure of incremental segment information on an annual and interim basis.

This amendment was effective for our fiscal year ended June 30, 2025, and will be effective for our interim periods within the fiscal year ending June 30, 2026.

This standard was applied retrospectively to all periods presented in the financial statements and resulted in additional disclosures.

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU No.

2023-09, “Income Taxes:

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This guidance requires consistent categories and greater disaggregation of information in the rate reconciliation and disclosures of income taxes paid by jurisdiction.

This amendment is effective for our fiscal year ending June 30, 2026.

The guidance will require additional disclosures in the Income Taxes footnote but will not have a material impact on our Consolidated Financial Statements.

In November 2024, the FASB issued ASU No.

This amendment is effective for our fiscal year ended June 30, 2026.

This standard was applied retrospectively to all periods presented in the financial statements and resulted in additional disclosures (see Note 5).

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU No.

2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures:

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This amendment is effective for our fiscal year ending June 30, 2028, and our interim periods within the fiscal year ending June 30, 2029.

We are currently assessing the impact of this guidance on our disclosures.

This guidance will require additional disclosure of income statement expenses but will not have a material impact on our Consolidated Financial Statements.

In September 2025, the FASB issued ASU No.

2025-06, “Intangibles—Goodwill and Other—Internal-Use Software:

Targeted Improvements to the Accounting for Internal-Use Software”.

This guidance amends the accounting for and disclosure of internal-use software costs.

This amendment is effective for our fiscal year ending June 30, 2029, and the interim periods within that fiscal year.

We are currently assessing the impact of this guidance on our Consolidated Financial Statements.

In December 2025, the FASB issued ASU No.

2025-10, “Accounting for Government Grants Received by Business Entities”.

This amendment provides guidance on the recognition, measurement and presentation of government grants.

This amendment is effective for our fiscal year ending June 30, 2030, and the interim periods within that fiscal year.

We are currently assessing the impact of this guidance on our Consolidated Financial Statements.

No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on our Consolidated Financial Statements.

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Family Care (Paper Towels, Tissues, Toilet Paper).

While none of our reportable segments are highly seasonal, components within certain reportable segments, such as Appliances (Grooming) and Personal Health Care (Health), are seasonal.

While none of our reportable segments are highly seasonal, components within certain reportable segments, such as Appliances (Grooming) and Personal Health Care (Health Care), are seasonal.

The accounting policies of the segments are generally the same as those described in Note 1.

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Operating elements also include certain employee benefit costs, the costs of certain restructuring-type activities to maintain a competitive cost structure, including manufacturing and workforce optimization, asset impairment charges and other general Corporate items.

The non-operating elements in Corporate primarily include interest expense, certain pension and other postretirement benefit costs, certain acquisition and divestiture gains, interest and investing income and other financing costs.

The non-operating elements in Corporate primarily include interest expense, certain pension and other postretirement benefit costs, certain acquisition and divestiture gains/(losses), interest and investing income and other financing costs.

The Company’s Chief Operating Decision Maker (CODM) is the Chief Executive Officer.

As the Company allocates taxes to individual segments, the CODM uses Earnings before income taxes and Net earnings to assess segment performance and allocate resources in the budgeting and forecasting process.

The CODM does not use assets by segment to evaluate performance or allocate resources.

Therefore, we do not disclose assets by segment.

As the Company allocates taxes to individual segments, the CODM uses Earnings before income taxes and Net earnings to assess segment performance and

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

The Procter & Gamble Company 45

allocate resources in the budgeting and forecasting process.

The CODM does not use assets by segment to evaluate performance or allocate resources.

Therefore, we do not disclose assets by segment.

Our operating segments are comprised of similar product categories.

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Baby Care 9 % 9 % 9 %

Family Care 9 % 9 % 8 %

Hair Care 9 % 9 % 9 %

Family Care 8 % 9 % 9 %

Grooming 8 % 8 % 8 %

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Feminine Care 7 % 6 % 6 %

Personal Care (1)

Personal Health Care 6 % 6 % 6 %

Personal Care (1)

Skin Care (1)

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Our largest customer, Walmart Inc.

and its affiliates, accounted for consolidated net sales of approximately 16 % in 2025 and 2024 and 15 % in 2023.

and its affiliates, accounted for consolidated net sales of approximately 16 % in 2026, 2025 and 2024.

No other customer represents more than 10 % of our consolidated net sales.

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

Corporate includes non-operating losses comprised primarily of a non-cash charge of $ 752 for accumulated foreign currency translation losses due to the substantial liquidation of operations in Argentina.

See Note 3 for more information on the limited market portfolio restructuring program.

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.

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

The non-cash impairment charge of $ 1.3 billion on the Gillette intangible asset was included in Other segment items within Corporate and is discussed further in Note 4.

See Note 3 for more information on the limited market portfolio restructuring program.

Fiscal Year Ended June 30, 2024

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

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

The Procter & Gamble Company 45

The non-cash impairment charge of $ 1.3 billion on the Gillette intangible asset was included in Other segment items within Corporate and is discussed further in Note 4.

SUPPLEMENTAL FINANCIAL INFORMATION

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PROPERTY, PLANT AND EQUIPMENT, NET $ 25,360 $ 23,897

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

The Procter & Gamble Company 47

Selected components of current and noncurrent liabilities were as follows:

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Taxes payable 778 1,177

Derivative liabilities 627 54

Restructuring reserves 336 189

Accrued interest 301 293

Lease liabilities 246 255

Restructuring reserves 189 166

Derivative liabilities 206 627

Other 3,040 2,920

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Pension benefit obligations $ 2,204 $ 3,026

Other retiree benefit obligations 736 691

Uncertain tax positions 654 701

Lease liabilities 641 701

Other retiree benefit obligations 691 653

Derivative liabilities 195 435

Tax Act transitional tax payable — 592

Other 484 566

2 unchanged sentences

The Company has historically incurred an ongoing annual level of restructuring-type activities to maintain a competitive cost structure, including manufacturing and workforce optimization.

Before tax costs incurred under ongoing programs have generally ranged from $ 250 to $ 500 annually.

Before tax costs incurred under the ongoing program have generally ranged from $ 250 to $ 500 annually.

In the fiscal year ended June 30, 2024, the Company started a limited market portfolio restructuring of its business operations, primarily in certain Enterprise Markets, including Argentina and Nigeria, to address challenging macroeconomic and fiscal conditions.

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The total incremental restructuring charges incurred under the program beginning in the three-month period ended December 31, 2023, through the three-month period ended September 30, 2024, were $ 1.2 billion after tax.

The Company incurred total restructuring charges of $ 1.1 billion and $ 659 for the fiscal years ended June 30, 2025 and 2024.

Of the charges incurred for fiscal year 2025, $ 150 were recorded in Costs of products sold, $ 171 in SG&A and $ 793 in Other

In June 2025, the Company announced a portfolio and productivity plan to streamline its portfolio and organization to improve its cost structure and competitiveness.

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

The Company incurred over half of the costs under this plan in fiscal 2026, with the remainder expected to be 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.

These restructuring activities include a plan for a reduction of up to 7,000 non-manufacturing overhead personnel by the end of fiscal 2027.

In addition, the plan includes brand and market exits as well as the optimization of the supply chain and other manufacturing processes.

Costs incurred under the plan will consist primarily of costs to separate employees and asset-related costs to exit facilities.

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

The Company incurred total before tax restructuring charges of $ 1.2 billion and $ 1.1 billion for the fiscal years ended June 30, 2026 and 2025, respectively.

Of the charges incurred in fiscal year 2026, $ 606 were recorded in Costs of products sold, $ 460 in SG&A and $ 165 in Other non-operating income/(expense), net.

Of the charges incurred in fiscal year 2025, $ 150 were recorded in Costs of products sold, $ 171 in SG&A and $ 793 in Other non-operating income/(expense), net .

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

48 The Procter & Gamble Company

non-operating income, net.

Of the charges incurred in fiscal year 2024, $ 248 were recorded in Costs of products sold, $ 155 in SG&A and $ 255 in Other non-operating income, net .

The following table presents restructuring activity for the fiscal years ended June 30, 2026 and 2025:

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Asset-Related Costs

Asset-related costs consist of both asset write-downs and accelerated depreciation for manufacturing consolidations.

Asset-related costs consist of both asset write-downs and accelerated depreciation for manufacturing and office consolidations.

Asset write-downs relate to the establishment of a new fair value basis for assets held-for-sale or for disposal.

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In the period ended September 30, 2024, the Company substantially liquidated its operations in Argentina and recorded a non-cash charge of $ 752 for accumulated foreign currency translation losses previously included in Accumulated other comprehensive income/(loss).

In the period ended June 30, 2026, the Company substantially liquidated its operations in Pakistan and recorded a non-cash charge of $ 131 for accumulated foreign currency translation losses previously included in Accumulated other comprehensive income/(loss).

Consistent with our historical policies for ongoing restructuring-type activities, the restructuring charges are funded by and included within Corporate for management and segment reporting .

However, for information purposes, the following table summarizes the total restructuring costs related to our reportable segments:

However, for information purposes, the following table summarizes the total before tax restructuring costs related to our reportable segments:

Fiscal years ended June 30 2026 2025 2024

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(1) Grooming goodwill balance is net of $ 7.9 billion accumulated impairment losses.

Goodwill decreased during fiscal 2026 primarily due to currency translation across all reportable segments, partially offset by a minor acquisition within Health Care.

Goodwill increased during fiscal 2025 primarily due to currency translation across all reportable segments.

Goodwill decreased during fiscal 2024 primarily due to currency translation across all reportable segments and a brand divestiture in the Beauty reportable segment.

Goodwill and indefinite-lived intangibles are tested for impairment at least annually by comparing the estimated fair values of our reporting units and indefinite-lived intangible assets to their respective carrying values.

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TOTAL $ 20,377 $ 20,167 $ 18,761

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

The Procter & Gamble Company 49

Income taxes consisted of the following:

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federal ( 27 ) 9 ( 133 )

International and other 141 ( 111 ) ( 229 )

International 98 146 ( 85 )

state and local ( 21 ) ( 5 ) ( 26 )

TOTAL 51 149 ( 244 )

TOTAL TAX EXPENSE $ 4,233 $ 4,102 $ 3,787

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

The Procter & Gamble Company 51

Cash payments for income taxes, net of refunds, consisted of the following:

Fiscal years ended June 30 2026 2025 2024

federal $ 3,057 $ 2,993 $ 2,554

International 1,257 1,187 1,408

state and local 365 373 402

TOTAL $ 4,678 $ 4,554 $ 4,363

A reconciliation of the U.S.

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federal statutory income tax rate $ 4,279 21.0 % $ 4,235 21.0 % $ 3,940 21.0 %

Country mix impacts of foreign operations ( 0.4 ) % 0.1 % ( 0.5 ) %

State income taxes, net of federal benefit 1.7 % 1.8 % 1.6 %

Effect of cross-border tax laws, net of foreign tax credits

Foreign-derived intangible income ( 235 ) ( 1.2 ) % ( 163 ) ( 0.8 ) % ( 201 ) ( 1.1 ) %

Other 41 0.2 % ( 2 ) — % 64 0.3 %

Foreign tax credits from foreign withholding taxes ( 222 ) ( 1.1 ) % ( 180 ) ( 0.9 ) % ( 240 ) ( 1.3 ) %

Other ( 42 ) ( 0.2 ) % ( 36 ) ( 0.2 ) % ( 42 ) ( 0.2 ) %

Non-taxable or non-deductible items

Excess tax benefits from the exercise of stock options ( 82 ) ( 0.4 ) % ( 189 ) ( 0.9 ) % ( 186 ) ( 1.0 ) %

Foreign derived intangible income deduction (FDII) ( 0.8 ) % ( 1.1 ) % ( 0.8 ) %

Changes in uncertain tax positions 0.1 % 0.1 % 0.1 %

Domestic state and local income taxes, net of federal effect (1)

277 1.4 % 334 1.7 % 333 1.8 %

Foreign tax effects 344 1.7 % 137 0.7 % 91 0.5 %

Worldwide changes in unrecognized tax benefits (2)

( 50 ) ( 0.2 ) % 87 0.4 % 189 1.0 %

Other ( 76 ) ( 0.4 ) % ( 121 ) ( 0.6 ) % ( 160 ) ( 0.9 ) %

EFFECTIVE INCOME TAX RATE 20.3 % 20.2 % 19.7 %

Country mix impacts of foreign operations includes the effects of foreign subsidiaries' earnings taxed at rates other than the U.S.

statutory rate, the U.S.

tax impacts of non-U.S.

earnings repatriation and any net impacts of intercompany transactions.

Excess tax benefits from the exercise of stock options reflect the excess of actual tax benefits received on employee exercises of stock options and other share-based payments (which generally equals the income taxable to the employee) over the amount of tax benefits that were calculated and recognized based on the grant date fair values of such instruments.

Changes in uncertain tax positions represent changes in our net liability related to prior year tax positions.

TOTAL $ 4,233 20.8 % $ 4,102 20.3 % $ 3,787 20.2 %

(1) State taxes in California, Illinois, New York, and New Jersey made up the majority of the tax effect in this category.

(2) The company has elected to present this category on a global aggregated basis and includes the effect of current year increases into unrecognized tax benefits.

Prior to the passage of the 2017 U.S.

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income taxes and for the related foreign withholding taxes for the portion of those earnings which are no longer considered indefinitely invested.

We have not provided deferred taxes on approximately $ 22 billion of earnings that are considered indefinitely invested.

We have not provided deferred taxes on undistributed foreign earnings which are considered indefinitely reinvested.

A reconciliation of the beginning and ending liability for uncertain tax positions is as follows:

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Included in the total liability for uncertain tax positions at June 30, 2026, is $ 438 that, depending on the ultimate resolution, could impact the effective tax rate in future periods.

The Company is present in about 70 countries and over 150 taxable jurisdictions and, at any point in time, has 30 - 40 jurisdictional audits underway at various stages of completion.

We evaluate our tax positions and establish liabilities for

The Company is present in approximately 65 countries and 140 taxable jurisdictions and, at any point in time, has 30 - 40 jurisdictional audits underway at various stages of completion.

We evaluate our tax positions and establish liabilities for uncertain tax positions that may be challenged by local authorities and may not be fully sustained, despite our belief that the underlying tax positions are fully supportable.

Uncertain tax positions are reviewed on an ongoing basis and are adjusted for

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

52 The Procter & Gamble Company

uncertain tax positions that may be challenged by local authorities and may not be fully sustained, despite our belief that the underlying tax positions are fully supportable.

Uncertain tax positions are reviewed on an ongoing basis and are adjusted in light of changing facts and circumstances, including progress of tax audits, developments in case law and the closing of statutes of limitation.

changing facts and circumstances, including progress of tax audits, developments in case law and the closing of statutes of limitation.

Such adjustments are reflected in the tax provision as appropriate.

1 unchanged sentence

We are generally not able to reliably estimate the timing and ultimate settlement amounts until the close of an audit.

Based on information currently available, we anticipate that over the next 12-month period, audit activity could be completed related to uncertain tax positions in multiple jurisdictions for which we have accrued liabilities of approximately $ 114 , including interest and penalties.

We recognize the additional accrual of any possible related interest and penalties relating to the underlying uncertain tax position in income tax expense.

5 unchanged sentences

Loss and other carryforwards 769 857

Pension and other retiree benefits 601 592

Accrued marketing and promotion 548 497

Stock-based compensation 466 445

Unrealized loss on financial and foreign exchange transactions 358 107

Pension and other retiree benefits 388 601

Fixed assets 266 230

Advance payments 206 —

Lease liabilities 198 212

Unrealized loss on financial and foreign exchange transactions 144 358

Other 832 758

6 unchanged sentences

Lease right-of-use assets 194 209

Foreign withholding tax on earnings to be repatriated 131 104

Unrealized gain on financial and foreign exchange transactions 187 96

Foreign withholding tax on earnings to be repatriated 158 131

Other 630 492

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The Company's share-based compensation plan was approved by shareholders in 2025.

Under the 2019 plan, a maximum of 150 million shares of common stock was authorized for issuance and a total of 58 million shares remain available for grant.

Under the 2025 plan, a maximum of 175 million shares of common stock was authorized for issuance.

Additionally, the number of shares available for award under the 2025 plan includes 38 million shares previously authorized but not awarded under the shareholders approved plan in 2019 plus any shares of Common Stock subject to outstanding awards under the 2019 Plan that are forfeited, cancelled or otherwise terminated without the issuance of shares of Common Stock as set forth in the 2025 Plan.

A total of 213 million shares remain available for grant.

The Company recognizes share-based compensation expense based on the fair value of the awards at the date of grant.

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We generally make contributions to participants' accounts based on individual base salaries and years of service.

Total global defined contribution expense was $ 534 , $ 425 and $ 392 in 2025, 2024 and 2023, respectively.

Total global defined contribution expense was $ 534 in 2026 and 2025 and $ 425 in 2024, respectively.

The primary U.S.

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DC plan, the contribution rate is predetermined and reflects years of service and plan participation.

Total contributions for this plan approximated 12 % of total participants' annual wages and salaries in 2025 and 13 % in 2024 and 2023.

We maintain The Procter & Gamble Profit Sharing Trust (Trust) and Employee Stock Ownership Plan (ESOP) to provide a portion of the funding for the U.S.

DC plan and U.S.

other retiree benefits (described below).

Total contributions for this plan approximated 12 % of total participants' annual wages and salaries in 2026 and 2025 and 13 % in 2024.

We maintain The Procter & Gamble Profit Sharing Trust (Trust) and Employee Stock Ownership Plan (ESOP) to provide a portion of the funding for U.S.

other retiree benefits (described below), and historically, the U.S.

Operating details of the ESOP are provided at the end of this Note.

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(4) Represents the net impact of ESOP debt service requirements, which is netted against plan assets for other retiree benefits.

The actuarial gain for pension plans in 2026 was primarily related to increases in discount rates.

The actuarial loss for other retiree benefits in 2026 was primarily related to updates in assumptions for medical claims costs.

The actuarial gain for pension plans in 2025 was primarily related to increases in discount rates and updates of various assumptions in the plan.

The actuarial loss for other retiree benefits in 2025 was primarily related to updates in assumptions for medical claims costs.

The actuarial gain for pension benefits in 2024 was primarily related to updating of various assumptions in the plan, offset by updates in work experience and decreases in discount rates.

The actuarial gain for other retiree benefits in 2024 was primarily related to updating various assumptions in the plan based work experience and an increase in discount rates.

The underfunding of pension benefits is primarily a function of the different funding incentives that exist outside of the U.S.

1 unchanged sentence

In these instances, benefit payments are typically paid directly from the Company's cash as they become due.

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

The Procter & Gamble Company 55

Pension Benefits Other Retiree Benefits

9 unchanged sentences

NET AMOUNTS RECOGNIZED IN AOCI $ 295 $ 1,444 $ 1,285 $ ( 387 )

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

The Procter & Gamble Company 57

The accumulated benefit obligation for all defined benefit pension plans, which differs from the projected obligation in that it excludes the assumption of future salary increases, was $ 11.8 billion and $ 12.5 billion as of June 30, 2026 and 2025, respectively.

10 unchanged sentences

Fair value of plan assets 55 70

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

56 The Procter & Gamble Company

Net Periodic Benefit Cost .

21 unchanged sentences

The service cost component of the net periodic benefit cost is included in the Consolidated Statements of Earnings in Cost of products sold and SG&A.

All other components are included in the Consolidated Statements of Earnings in Other non-operating income, net, unless otherwise noted.

All other components are included in the Consolidated Statements of Earnings in Other non-operating income/(expense), net, unless otherwise noted.

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

58 The Procter & Gamble Company

Assumptions .

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(1) Determined as of beginning of fiscal year.

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

The Procter & Gamble Company 57

For plans that make up the majority of our obligation, the Company calculates the benefit obligation and the related impacts on service and interest costs using specific spot rates along the corporate bond yield curve.

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(1) Actual allocations approximated the targets.

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

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The following table sets forth the fair value of the Company's plan assets as of June 30, 2026 and 2025, segregated by level within the fair value hierarchy (see Note 9 for further discussion on the fair value hierarchy and fair value principles).

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(4) Investments valued using net asset value as a practical expedient are primarily equity and fixed income collective funds.

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

58 The Procter & Gamble Company

Management's best estimate of cash requirements and discretionary contributions for the pension benefits and other retiree benefit plans for the fiscal year ending June 30, 2027, is $ 200 and $ 59 , respectively.

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The original borrowings of $ 1.0 billion were repaid in 2021.

Debt service requirements were funded by preferred stock dividends, cash contributions and advances provided by the Company, of which $ 672 are outstanding at June 30, 2025.

Debt service requirements were funded by preferred stock dividends, cash contributions and advances provided by the Company, of

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

60 The Procter & Gamble Company

which $ 596 are outstanding at June 30, 2026.

Each share is convertible at the option of the holder into one share of the Company's common stock.

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The Series A and B preferred shares of the ESOP are allocated to employees based on debt service requirements.

The number of preferred shares outstanding at June 30 was as follows:

The number of Series A preferred shares outstanding of 18 million, 21 million and 23 million were all allocated as of June 30, 2026, 2025 and 2024, respectively.

The number of Series B preferred shares outstanding at June 30 was as follows:

Shares in thousands 2026 2025 2024

1 unchanged sentence

Unallocated 12,277 14,142 15,864

TOTAL SERIES A 20,648 22,724 24,984

Allocated 34,965 33,723 32,172

Unallocated 14,142 15,864 17,867

TOTAL SERIES B 48,642 49,107 49,587

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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.

We evaluate exposures on a centralized basis to take advantage of natural

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

The Procter & Gamble Company 59

exposure correlation and netting.

We evaluate exposures on a centralized basis to take advantage of natural exposure correlation and netting.

To the extent we choose to manage volatility associated with the net exposures, we enter into various financial transactions that we account for using the applicable accounting guidance for derivative instruments and hedging activities.

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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 net liability position was $ 1,061 and $ 307 as of June 30, 2025 and 2024, respectively.

The aggregate fair value of the instruments covered by these contractual features that are in a net liability position was $ 260 and $ 1.1 billion as of June 30, 2026 and 2025, respectively.

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

3 unchanged sentences

We designate certain interest rate swaps on fixed-rate debt that meet specific accounting criteria as fair value hedges.

For fair value hedges, the changes in the fair value of both the hedging instruments and the underlying debt obligations are immediately recognized in earnings.

For fair value hedges, the changes in the fair value of the hedging instruments are immediately recognized in earnings, as well as the adjustment to debt for the change in fair value attributable to the designated risk.

Foreign Currency Risk Management

4 unchanged sentences

The change in fair value of these instruments and the underlying exposure are both immediately recognized in earnings.

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

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To manage exchange rate risk related to our intercompany financing, we primarily use forward contracts and currency swaps.

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Observable market-based inputs or unobservable inputs that are corroborated by market data.

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

60 The Procter & Gamble Company

Unobservable inputs reflecting the reporting entity's own assumptions or external inputs from inactive markets.

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

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

All other long-term debt is recorded at amortized cost but is measured at fair value for disclosure purposes.

All long-term debt is recorded at amortized cost but is measured at fair value for disclosure purposes.

Long-term debt designated in a fair value hedging relationship is adjusted for the change in fair value attributable to the designated hedged risk.

We consider our debt to be Level 2 in the fair value hierarchy.

Fair values are generally estimated based on quoted market prices for identical or similar instruments.

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

62 The Procter & Gamble Company

Disclosures about Financial Instruments

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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 $ 12.0 billion and $ 11.2 billion as of June 30, 2026 and 2025, respectively.

The increase in notional balance of the derivative instruments designated as net investment hedges is primarily driven by the Company's decision to leverage favorable interest rate spreads in the foreign currency swap market.

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 increase in the notional balance of derivative instruments designated as net investment hedges was primarily driven by the Company's decision to leverage favorable interest rate spreads in the foreign currency swap market.

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

2 unchanged sentences

All of the Company's derivative assets and liabilities measured at fair value are classified as Level 2 within the fair value hierarchy.

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

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

3 unchanged sentences

Foreign currency interest rate contracts $ 264 $ ( 1,040 )

(1) For the derivatives in net investment hedging relationships, the amount of gain excluded from effectiveness testing, which was recognized in earnings, was $ 226 and $ 229 for the fiscal years ended June 30, 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 Interest expense, was $ 242 , $ 226 and $ 229 for the fiscal years ended June 30, 2026, 2025 and 2024, 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/(loss) recognized in AOCI for such instruments was $( 1,050 ) and $ 255 , for the fiscal years ended June 30, 2025 and 2024, respectively.

The amount of gain/(loss) recognized in AOCI for such instruments was $ 395 and $( 1.1 ) billion, for the fiscal years ended June 30, 2026 and 2025, respectively.

Amount of Gain/(Loss) Recognized in Earnings

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Foreign currency contracts $ 48 $ 66 $ ( 91 )

The gains on the derivatives in fair value hedging relationships are fully offset by the mark-to-market impact of the related exposure.

The gains/(losses) on the derivatives in fair value hedging relationships are fully offset by the mark-to-market impact of the related exposure.

These are both recognized in Interest expense.

1 unchanged sentence

These are both recognized in SG&A.

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

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SHORT-TERM AND LONG-TERM DEBT

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LONG-TERM DEBT

0.50 % EUR note due October 2024

0.63 % EUR note due October 2024

0.55 % USD note due October 2025

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4.35 % USD note due January 2029

1.80 % GBP note due May 2029

4.15 % USD note due October 2029

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2.30 % USD note due February 2032

4.10 % USD note due November 2032

4.05 % USD note due January 2033

2.90 % EUR note due November 2033

4.55 % USD note due January 2034

2 unchanged sentences

4.60 % USD note due May 2035

4.35 % USD note due November 2035

5.55 % USD note due March 2037

2 unchanged sentences

0.90 % EUR note due November 2041

3.65 % EUR note due November 2045

All other long-term debt 5,265 5,263

6 unchanged sentences

Debt maturities $ 6,457 $ 2,123 $ 1,993 $ 3,939 $ 2,275

Credit Facilities

We maintain bank credit facilities to support our ongoing commercial paper program.

The current facility is an $ 8.0 billion facility split between a $ 3.2 billion five-year facility and a $ 4.8 billion 364-day facility, which expire in October 2029 and

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

The Procter & Gamble Company 65

October 2025, respectively.

Credit Facilities

We maintain bank credit facilities to support our ongoing commercial paper program.

The current facility is an $ 8.0 billion facility split between a $ 3.2 billion five-year facility and a $ 4.8 billion 364-day facility, which expire in October 2030 and October 2026, respectively.

Both facilities can be extended for certain periods of time as specified in the terms of the credit agreement.

24 unchanged sentences

The below provides additional details on amounts reclassified from AOCI into the Consolidated Statement of Earnings:

• Postretirement benefit plan amounts are reclassified from AOCI into Other non-operating income, net and included in the computation of net periodic postretirement costs/(credit) (see Note 8).

• Foreign currency translation amounts are reclassified from AOCI into Other non-operating income, net, upon the substantial liquidation of foreign operations.

These accumulated foreign currency translation losses include non-cash charges due to the substantial liquidation of operations in certain Enterprise markets, including Argentina in 2025 and Nigeria in 2024 (see Note 3).

• Postretirement benefit plan amounts are reclassified from AOCI into Other non-operating income/(expense), net and included in the computation of net periodic postretirement costs/(credit) (see Note 8).

• Foreign currency translation amounts are reclassified from AOCI into Other non-operating income/(expense), net, upon the substantial liquidation of foreign operations.

These accumulated foreign currency translation losses include non-cash charges due to the substantial liquidation of operations in certain Enterprise markets, including Pakistan in 2026 and Argentina in 2025 (see Note 3).

The Company determines whether a contract contains a lease at the inception of a contract by determining if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration.

5 unchanged sentences

The Company does not have any material finance leases or sublease activities.

Short-term leases, defined as leases with initial terms of 12 months or less, are not reflected on the Consolidated Balance Sheets.

Short-term leases, defined

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

66 The Procter & Gamble Company

as leases with initial terms of 12 months or less, are not reflected on the Consolidated Balance Sheets.

Lease expense for such short-term leases is not material.

1 unchanged sentence

For purposes of calculating lease liabilities for such leases, we have combined lease and non-lease components.

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

64 The Procter & Gamble Company

The components of the Company’s total operating lease cost for the fiscal years ended June 30, 2026, 2025 and 2024, were as follows:

25 unchanged sentences

In conjunction with certain transactions, primarily divestitures, we may provide routine indemnifications (e.g., indemnification for representations and warranties and retention of previously existing environmental, tax and employee liabilities) for which terms range in duration and, in some circumstances, are not explicitly defined.

The maximum obligation under some indemnifications is also not explicitly stated and, as a result, the overall amount of these obligations cannot be reasonably estimated.

We have not made significant payments for these indemnifications.

We believe that if we were to incur a loss on any of these matters, the loss would not have a material effect on our financial position, results of operations or cash flows.

The maximum obligation under some indemnifications is also not explicitly stated and, as a result, the overall amount of these obligations cannot be reasonably

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

The Procter & Gamble Company 67

We have not made significant payments for these indemnifications.

We believe that if we were to incur a loss on any of these matters, the loss would not have a material effect on our financial position, results of operations or cash flows.

In certain situations, we guarantee loans for suppliers and customers.

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The summary of the Company's outstanding obligation confirmed as valid under the SCF program is as follows:

CONFIRMED OBLIGATIONS OUTSTANDING AT JUNE 30, 2024 $ 5,559

Fiscal years ended June 30 2026 2025

CONFIRMED OBLIGATIONS OUTSTANDING - BEGINNING OF YEAR $ 5,790 $ 5,559

Invoices confirmed 18,110 17,132

1 unchanged sentence

Translation and other 16 98

CONFIRMED OBLIGATIONS OUTSTANDING AT JUNE 30, 2025 $ 5,790

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

CONFIRMED OBLIGATIONS OUTSTANDING - END OF YEAR $ 6,176 $ 5,790

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

68 The Procter & Gamble Company

SUBSEQUENT EVENT

On August 4, 2026, the Company entered into an agreement to acquire Thorne, a premium wellness and supplement brand in the vitamins, minerals and supplements category for $ 3.8 billion.

We anticipate the transaction to close in the second quarter of fiscal year 2027, with the timing subject to regulatory approval and customary closing conditions.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

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 8. Financial Statements and Supplementary Data