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Item 9A. Controls and Procedures

2026-08-04 compared with 2025-08-04 · 42 added, 38 removed, 177 unchanged (31% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures.

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 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.

The Company’s Chairman of the Board, President and Chief Executive Officer, Shailesh Jejurikar, 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.

Jejurikar 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.

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

Reports on Internal Control over Financial Reporting.

11 unchanged sentences

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:

Brett Biggs, Ms.

Christine McCarthy (Chair) and Ms.

Patricia Woertz.

Brett Biggs and Ms.

Christine McCarthy (Chair).

The information required by this item is incorporated by reference to the following sections of the 2026 Proxy Statement filed pursuant to Regulation 14A, which will be filed no later than 120 days after June 30, 2026:

the subsection of the Proxy Summary section entitled Code of Ethics;

the section entitled Election of Directors;

the subsection of the Corporate Governance section entitled Board Meetings and Committees of the Board;

and the subsection of the Other Matters section entitled Shareholder Recommendations or Nominations of Director Candidates.

the subsections of the Corporate Governance section entitled Oversight of our Company - Code of Ethics and Board Meetings and Committees of the Board;

the subsection of the Beneficial Ownership section entitled Delinquent Section 16(a) Reports and the subsection of the Other Matters section entitled Shareholder Recommendations or Nominations of Director Candidates.

Pursuant to the Instruction to Item 401 of Regulation S-K, Executive Officers of the Registrant are reported in Part I of this report.

3 unchanged sentences

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

The Procter & Gamble Company 67

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

The following table gives information about the Company's common stock that may be issued upon the exercise of options, warrants and rights under all of the Company's equity compensation plans as of June 30, 2026.

The table includes the following plans:

The table includes the following

The Procter & Gamble Company 69

The Procter & Gamble 1992 Stock Plan;

3 unchanged sentences

The Procter & Gamble 2014 Stock and Incentive Compensation Plan;

The Procter & Gamble 2019 Stock and Incentive Compensation Plan;

and The Procter & Gamble 2025 Stock and Incentive Compensation Plan.

16 unchanged sentences

(1) Of the plans listed above, only The Procter & Gamble 2025 Stock and Incentive Compensation Plan (the "2025 Plan") allows for future grants of securities.

The maximum number of shares that may be granted under this plan is 187 million shares.

The maximum number of shares that may be granted under this plan is 213 million shares (inclusive of unissued shares that were carried over from the Procter & Gamble Company 2019 Stock and Incentive Compensation Plan), 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.

Stock options and stock appreciation rights are counted on a one-for-one basis while full value awards (such as RSUs and PSUs) are counted as five shares for each share awarded.

31 unchanged sentences

Description of the Company’s Common Stock (Incorporated by reference to Exhibit (4-3) of the Company’s Annual report on Form 10-K for the year ended June 30, 2019) .

Description of the Company’s 1.200% Notes due 2028 and 1.875% Notes due 2038 .

Description of the Company’s 1.200% Notes due 2028 and 1.875% Notes due 2038 (Incorporated by reference to Exhibit (4-4) of the Company’s Annual report on Form 10-K for the year ended June 30, 2025) .

Description of the Company’s 4.875% EUR notes due May 2027, 6.250% GBP notes due January 2030, and 5.250% GBP notes due January 2033 (Incorporated by reference to Exhibit (4-5) of the Company’s Annual report on Form 10-K for the year ended June 30, 2021) .

Description of the Company’s 1.250% Notes due 2029 .

Description of the Company’s 1.800% Notes due 2029 .

Description of the Company’s 1.250% Notes due 2029 (Incorporated by reference to Exhibit (4-6) of the Company’s Annual report on Form 10-K for the year ended June 30, 2025) .

Description of the Company’s 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, 2025) .

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) .

2 unchanged sentences

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

(Incorporated by reference to Exhibit ( 4-12) of the Company's Annual Report on Form 10-K for the year ended Ju n e 30, 2024).

(Incorporated by reference to Exhibit (4-12) of the Company's Annual Report on Form 10-K for the year ended June 30, 2024).

Description of the Company’s 2.900% EUR Notes due 2033 and 3.650% EUR Notes due 2045.

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 .* +

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

Summary of the Company’s Long-Term Incentive Program (Incorporated by reference to Exhibit (10-3) of the Company's Form 10-Q for the quarter ended September 30, 2020) .*

Long-Term Incentive Program related correspondence and terms and conditions (Incorporated by reference to Exhibit (10- 4 ) of the Company's Form 10-Q for the quarter ended September 30, 202 4 ) .*

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 September 30, 2023) .*

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, 2023) .*

The Procter & Gamble Company 69

Company's Form of Separation Agreement & Release.

(Incorp o rated by reference to Exhibit (10-1) in the Company's Form 10-Q for the quarter ended March 31, 2025).

(Incorporated by reference to Exhibit (10-1) in the Company's Form 10-Q for the quarter ended March 31, 2025).

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 .*+

Summary of personal benefits available to certain officers (Incorporated by reference to Exhibit (10-1 4 ) in the Company's Form 10- K for the year ended June 30, 2025 ).

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) .*

The Procter & Gamble Company 71

Senior Executive Officer Recoupment Policy .

4 unchanged sentences

The Procter & Gamble 2009 Stock and Incentive Compensation Plan - Additional terms and conditions and related correspondence (Incorporated by reference to Exhibit (10-2) of the Company Form 10-Q for the quarter ended December 31, 2013) .*

The Procter & Gamble Performance Stock Program Summary (Incorporated by reference to Exhibit (10- 2 ) of the Company's Form 10-Q for the quarter ended September 30, 202 4 ) .*

Performance Stock Program related correspondence and terms and conditions (Incorporated by reference to Exhibit (10-4) of the Company’s Form 10-Q for the quarter ended September 30, 2023) .*

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).

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 (10-25) of the Company's Annual Report on Form 10-K for the year ended on June 30, 2024).

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) .*

2 unchanged sentences

(Incorporated by reference to Exhibit (10-28) of the Company's Annual Report on Form 10-K for the year ended June 30, 2024) .*

The Procter & Gamble 2025 Stock and Incentive Compensation Plan - (Incorporated by reference to Exhibit (10-1) of the Company's Form 10-Q for the quarter ended September 30, 2025).

Regulations of the Compensation and Leadership Development Committee for The Procter & Gamble 2025 Stock and Incentive Compensation Plan, 2019 Stock and Incentive Compensation Plan and The Procter & Gamble 2014 Stock and Incentive Compensation Plan.

Retirement Plan Restoration Program Summary.

Short Term Achievement Reward Program.

Performance Stock Program Summary.

Long-Term Incentive Program Summary.

Form of STAR Stock Option Award Agreement.

Form of Director Annual RSU Award Agreement.

Form of Director Annual RSU Award Agreement (Deferred).

Form of Director RSU Award Agreement (Quarterly Fees).

Form of PSU Award Agreement.

Form of Deferred PSU Award Agreement.

Form of LTIP RSU Award Agreement.

Form of LTIP Stock Option Award Agreement.

Form of Special RSU Award Agreement.

Form of Retirement Restoration Plan RSU Award Agreement.

Exhibit (19-1) -

1 unchanged sentence

(Incorporated by reference to Exhibit (19-1) of the Company's Annual Report on Form 10-K for the year ended June 30, 2024).

72 The Procter & Gamble Company

P&G Share Repurchase Policy.

(Incorporated by reference to Exh ib it (19-2) of the Company's Annual Report on Form 10-K for the year ended June 30, 2024).

(Incorporated by reference to Exhibit (19-2) of the Company's Annual Report on Form 10-K for the year ended June 30, 2024).

Exhibit (21) -

8 unchanged sentences

P&G Dodd-Frank Recoupment Policy.

(Incorporated by re ference to Exhibit (97) of the Company's Annual Report on Form 10-K for the year ended June 30, 2024).

70 The Procter & Gamble Company

(Incorporated by reference to Exhibit (97) of the Company's Annual Report on Form 10-K for the year ended June 30, 2024).

Exhibit (99-1) -

12 unchanged sentences

Not applicable.

The Procter & Gamble Company 71

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized in the city of Cincinnati, State of Ohio.

THE PROCTER & GAMBLE COMPANY

By /s/ JON R.

By /s/ SHAILESH JEJURIKAR

(Shailesh Jejurikar)

Chairman of the Board, President and Chief Executive Officer

2 unchanged sentences

Signature Title Date

/s/ SHAILESH JEJURIKAR

(Shailesh Jejurikar)

Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) August 4, 2026

24 unchanged sentences

Director August 4, 2026

Director August 04, 2025

/s/ CHRISTINE M.

9 unchanged sentences

Director August 4, 2026

/s/ PATRICIA A.

Director August 04, 2025

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