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    Procter & Gamble Company filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

    6/5/25 6:03:25 AM ET
    $PG
    Package Goods/Cosmetics
    Consumer Discretionary
    Get the next $PG alert in real time by email
    false000008042400000804242025-06-052025-06-050000080424pg:Three150EURNotesDue2028Member2025-06-052025-06-050000080424pg:One800NotesDue2029Member2025-06-052025-06-050000080424pg:One250NotesDue2029Member2025-06-052025-06-050000080424pg:Five250GBPNotesDueJanuary2033Member2025-06-052025-06-050000080424pg:Four875EURNotesDueMay2027Member2025-06-052025-06-050000080424pg:Zero900NotesDue2041Member2025-06-052025-06-050000080424pg:Six250GBPNotesDueJanuary2030Member2025-06-052025-06-050000080424pg:Three25EURNotesDue2031Member2025-06-052025-06-050000080424pg:Zero350NotesDue2030Member2025-06-052025-06-050000080424pg:Zero110NotesDue2026Member2025-06-052025-06-050000080424pg:One875NotesDue2038Member2025-06-052025-06-050000080424pg:One200NotesDue2028Member2025-06-052025-06-050000080424pg:Zero230NotesDue2031Member2025-06-052025-06-050000080424pg:Three25EURNotesDue2026Member2025-06-052025-06-050000080424pg:Three200EURNotesDue2034Member2025-06-052025-06-05
    UNITED STATES 
    SECURITIES AND EXCHANGE COMMISSION
     
    Washington, D.C. 20549
       

     
    FORM 8-K
     

       
    CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934
     

     
    Date of Report (Date of Earliest Event Reported): June 5, 2025
       

    graphic

    THE PROCTER & GAMBLE COMPANY
    (Exact Name of Registrant as Specified in Its Charter)  

     
     

    Ohio
     

    001-00434
     
    31-0411980
    (State or Other Jurisdiction of Incorporation)
       (Commission File Number)  
    (I.R.S. Employer Identification No.)
     


    One Procter & Gamble Plaza, Cincinnati Ohio 45202
     (Address of principal executive offices, including zip code)
     

     
    513-983-1100
       (Registrant’s telephone number, including area code)  
     
       (Former name or former address, if changed since last report)  

     
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
       
    ☐
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     

     
    Securities registered pursuant to Section 12(b) of the Act:
      
    Title of each class
     
    Trading
    Symbol(s)
     
    Name of each exchange on which registered
    Common Stock without Par Value
      PG
      NYSE
    0.110% Notes due 2026
      PG26D
      NYSE
    3.25% EUR Notes due 2026
      PG26F
      NYSE
    4.875% EUR notes due May 2027
      PG27A
      NYSE
    1.200% Notes due 2028

    PG28

    NYSE
    3.150% EUR Notes due 2028
      PG28B
      NYSE
    1.250% Notes due 2029

    PG29B

    NYSE
    1.800% Notes due 2029

    PG29A

    NYSE
    6.250% GBP notes due January 2030
      PG30
      NYSE
    0.350% Notes due 2030
      PG30C
      NYSE
    0.230% Notes due 2031
      PG31A
      NYSE
    3.25% EUR Notes due 2031
      PG31B
      NYSE
    5.250% GBP notes due January 2033
      PG33
      NYSE
    3.200% EUR Notes due 2034
      PG34C
      NYSE
    1.875% Notes due 2038

    PG38

    NYSE
    0.900% Notes due 2041
      PG41
      NYSE
     

     
     
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
     
     
    Emerging growth company
    ☐
           
      If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended tramsition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐
     



     

    ITEM 7.01  REGULATION FD DISCLOSURE

    The Procter & Gamble Company (the “Company”) announced today a 2-year, non-core restructuring program while presenting at the Deutsche Bank’s dbAccess Global Consumer Conference.  The program includes three elements: portfolio choices, supply chain optimization and organization design.  The program will include brand exits in certain markets, the details of which will be announced at a later date.  In addition, the portfolio choices will enable related interventions in the supply chain to drive various benefits, including efficiencies, faster innovation, and cost reduction.  The Company also expects to reduce up to 7,000 roles, or approximately 15% of our current non-manufacturing workforce. In connection with this announcement, the Company expects to record a total non-core charge of $1.0 to $1.6 billion before tax over the course of the two-year program.  The Company expects 25% of these charges to be non-cash.
    The slides referenced in connection with the announcement are attached hereto as Exhibit 99.1 and are incorporated by reference herein.
    The information contained in this 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01, “Regulation FD Disclosure.”


    ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS
     
    (d) Exhibits

    Exhibit Number
     
    Description
    99.1
     
    Informational Slides Provided by The Procter & Gamble Company dated June 5, 2025.
    104  
    Cover Page Interactive Data File (embedded within the Inline XBRL document)
     



    Forward-Looking Statements 
    Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result" and similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise, except to the extent required by law. 
    Risks and uncertainties to which our forward-looking statements are subject include, without limitation: (1) the ability to successfully manage global financial risks, including foreign currency fluctuations, currency exchange, pricing controls or tariffs; (2) the ability to successfully manage local, regional or global economic volatility, including reduced market growth rates, and to generate sufficient income and cash flow to allow the Company to effect the expected share repurchases and dividend payments; (3) the ability to successfully manage uncertainties related to changing political and geopolitical conditions and potential implications such as exchange rate fluctuations, market contraction, boycotts, sanctions, tariffs or other trade controls; (4) the ability to manage disruptions in credit markets or to our banking partners or changes to our credit rating; (5) the ability to maintain key manufacturing and supply arrangements (including execution of supply chain optimizations and sole supplier and sole manufacturing plant arrangements) and to manage disruption of business due to various factors, including ones outside of our control, such as natural disasters, acts of war or terrorism or disease outbreaks; (6) the ability to successfully manage cost fluctuations and pressures, including prices of commodities and raw materials and costs of labor, transportation, energy, pension and healthcare; (7) the ability to compete with our local and global competitors in new and existing sales channels, including by successfully responding to competitive factors such as prices, promotional incentives and trade terms for products; (8) the ability to manage and maintain key customer relationships; (9) the ability to protect our reputation and brand equity by successfully managing real or perceived issues, including concerns about safety, quality, ingredients, efficacy, packaging content, supply chain practices or similar matters that may arise; (10) the ability to successfully manage the financial, legal, reputational and operational risk associated with third-party relationships, such as our suppliers, contract manufacturers, distributors, contractors and external business partners; (11) the ability to rely on and maintain key company and third-party information and operational technology systems, networks and services and maintain the security and functionality of such systems, networks and services and the data contained therein; (12) the ability to successfully manage the demand, supply and operational challenges, as well as governmental responses or mandates, associated with a disease outbreak, including epidemics, pandemics or similar widespread public health concerns; (13) the ability to stay on the leading edge of innovation, obtain necessary intellectual property protections and successfully respond to changing consumer habits, evolving digital marketing and selling platform requirements and technological advances attained by, and patents granted to, competitors; (14) the ability to successfully manage our ongoing acquisition, divestiture and joint venture activities, in each case to achieve the Company's overall business strategy and financial objectives, without impacting the delivery of base business objectives; (15) the ability to successfully achieve productivity improvements and cost savings and manage ongoing organizational changes while successfully identifying, developing and retaining key employees, including in key growth markets where the availability of skilled or experienced employees may be limited; (16) the ability to successfully manage current and expanding regulatory and legal requirements and matters (including, without limitation, those laws and regulations involving product liability, product and packaging composition, manufacturing processes, intellectual property, labor and employment, antitrust, privacy, cybersecurity and data protection, artificial intelligence, tax, the environment, due diligence, risk oversight, accounting and financial reporting) and to resolve new and pending matters within current estimates; (17) the ability to manage changes in applicable tax laws and regulations; and (18) the ability to successfully achieve our ambition of reducing our greenhouse gas emissions and delivering progress towards our environmental sustainability priorities. For additional information concerning factors that could cause actual results and events to differ materially from those projected herein, please refer to our most recent 10-K, 10-Q and 8-K reports.


     SIGNATURE
     
    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
     
     
    THE PROCTER & GAMBLE COMPANY
     
     
    BY:  /s/ Sandra T. Lane                    
                    Sandra T. Lane
                  Assistant Secretary
                  June 5, 2025




    INDEX TO EXHIBIT(S)
     
      
    Exhibit Number
     
    Description
     
    99.1

    Informational Slides Provided by The Procter & Gamble Company dated June 5, 2025.
     

     







     
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