Executive Change · Shareholder Vote

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): October 16, 2025 (October 14, 2025) ___________________________________ The Procter & Gamble Company (Exact name of registrant as specified in its charter) ___________________________________ Ohio (State or other jurisdiction of incorporation or organization) 001-00434 (Commission File Number) 31-0411980 (I.R.S. Employer Identification Number) One Procter & Gamble Plaza Cincinnati , Ohio 45202 (Address of principal executive offices and zip code) ( 513 ) 983-1100 (Registrant's telephone number, including area code) ___________________________________ 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 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 3.250% 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 12b-2 of the Exchange Act. Emerging growth company     ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the Annual Meeting of Shareholders of The Procter & Gamble Company (the "Company”), held on October 14, 2025, the Company’s shareholders approved The Procter & Gamble 2025 Stock and Incentive Compensation Plan (the “2025 Stock Plan”). The 2025 Stock Plan authorizes the award of up to 175,000,000 shares of the Company's common stock. Types of awards authorized under the 2025 Stock Plan include common stock, restricted stock units, performance stock units, stock options, and stock appreciation rights. In addition, the 2025 Stock Plan permits the award of any shares that remain available under The Procter & Gamble 2019 Stock and Incentive Compensation Plan, approved by shareholders on October 8, 2019. The Board of Directors approved the 2025 Stock Plan for submission to shareholders on August 12, 2025. In addition to the above description, a summary of the 2025 Stock Plan is provided in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 29, 2025. These descriptions are qualified in their entirety by reference to the 2025 Stock Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K. Item 5.07. Submission of Matters to a Vote of Security Holders On October 14, 2025, the Company held its 2025 Annual Meeting of Shareholders. Set forth below are the final voting results for each of the proposals submitted to a vote of the shareholders. Proposal 1 – Election of Directors. Each of the following nominees was elected to serve a one-year term on the Company’s Board of Directors. Votes For Votes Against Abstentions Broker Non-Votes Allen, B. Marc 1,641,593,836 30,733,501 6,052,004 353,456,701 Arnold, Craig 1,659,592,471 12,862,587 5,924,283 353,456,701 Biggs, Brett 1,644,255,917 27,864,284 6,259,140 353,456,701 Bonini, Sheila 1,645,914,558 26,767,428 5,697,355 353,456,701 Chang, Amy L. 1,646,845,751 25,231,395 6,302,195 353,456,701 Jejurikar, Shailesh 1,658,214,765 13,733,328 6,431,248 353,456,701 Jimenez, Joseph 1,632,774,150 39,321,857 6,283,334 353,456,701 Kempczinski, Christopher 1,609,309,726 62,825,032 6,244,583 353,456,701 Lee, Debra L. 1,641,187,922 30,904,430 6,286,989 353,456,701 McCarthy, Christine M. 1,612,379,591 60,308,803 5,690,947 353,456,701 McEvoy, Ashley 1,658,543,759 13,661,354 6,174,228 353,456,701 Moeller, Jon R. 1,601,057,047 64,196,316 13,125,978 353,456,701 Portman, Robert J. 1,639,611,111 32,755,390 6,012,840 353,456,701 Subramaniam, Rajesh 1,646,446,064 25,186,498 6,746,779 353,456,701 Proposal 2- Ratify Appointment of the Independent Registered Public Accounting Firm. The proposal was approved. Votes For Votes Against Abstentions Broker Non-Votes 1,894,297,538 126,992,854 10,545,650 0 Proposal 3 - Advisory Vote to Approve the Company’s Executive Compensation (the “Say on Pay” Vote). The proposal was approved. Votes For Votes Against Abstentions Broker Non-Votes 1,534,984,603 129,176,624 14,218,114 353,456,701 Proposal 4 - Approval of The Procter & Gamble 2025 Stock and Incentive Compensation Plan. The proposal was approved. Votes For Votes Against Abstentions Broker Non-Votes 1,586,240,525 81,892,084 10,246,732 353,456,701 Proposal 5 -  Shareholder Proposal Requesting Additional Reporting on Plastic Packaging. The proposal was not approved. Votes For Votes Against Abstentions Broker Non-Votes 230,471,871 1,423,774,151 24,133,319 353,456,701 The Company is filing this 8-K pursuant to item 5.02(e), “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers,” and Item 5.07, "Submission of Matters to a Vote of Security Holders." Item 9.01 - Financial Statements and Exhibits (d): The following exhibits are being filed herewith: Exhibit No. Description 10.1 The Procter & Gamble 2025 Stock and Incentive Compensation Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 16th day of October, 2025. THE PROCTER & GAMBLE COMPANY By: /s/ Sandra T. Lane Name: Sandra T. Lane Title: Assistant Secretary INDEX TO EXHIBIT(S) 10.1 - The Procter & Gamble 2025 Stock and Incentive Compensation Plan