[8-K] PROCTER & GAMBLE Co Reports Material Event
Procter & Gamble (PG) closed underwritten public offerings of four tranches of senior notes under its Form S-3 shelf. The company issued €500,000,000 of 2.900% Notes due November 3, 2033 and €500,000,000 of 3.650% Notes due November 3, 2045. It also issued $750,000,000 of 4.100% Notes due November 3, 2032 and $500,000,000 of 4.350% Notes due November 3, 2035.
These multi-currency, multi-maturity offerings expand PG’s debt stack in euros and U.S. dollars, locking in fixed coupons across maturities from 2032 to 2045. Legal opinions for each series are included as exhibits.
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Insights
PG issued euro and dollar notes across 2032–2045 at fixed coupons; neutral impact.
Procter & Gamble completed four senior note issuances:
The mix of euros and U.S. dollars extends the maturity profile into the 2030s and 2040s, with coupons set at issuance. The filing lists legal opinions and confirms closing, indicating the transactions are complete.
Without proceeds use or covenant details in the excerpt, assessment centers on tenor and rates. Overall, this looks like routine funding activity; actual impact depends on balance-sheet context disclosed in subsequent filings.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On November 3, 2025, The Procter & Gamble Company (the “Company”) closed an underwritten public offering of €500,000,000 aggregate principal amount of 2.900% Notes due November 3, 2033 and €500,000,000 aggregate principal amount of 3.650% Notes due November 3, 2045 under the Company’s Registration Statement on Form S-3 (Registration No. 333-275071) (the “Registration Statement”). Legal opinions related to these notes are attached hereto as Exhibits (5)(a) and (5)(b) and are incorporated herein by reference.
Additionally, on November 3, 2025, the Company closed an underwritten public offering of $750,000,000 aggregate principal amount of 4.100% Notes due November 3, 2032 and $500,000,000 aggregate principal amount of 4.350% Notes due November 3, 2035 under the Registration Statement. Legal opinions related to these notes are attached hereto as Exhibits (5)(c) and (5)(d) and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed with this Current Report on Form 8-K.
| Exhibit Number |
Description | |
| (5)(a) | Opinion of Jennifer Henkel, Esq., Director and Assistant General Counsel of the Company. | |
| (5)(b) | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, which is referred to in the opinion filed as Exhibit (5)(a). | |
| (5)(c) | Opinion of Jennifer Henkel, Esq., Director and Assistant General Counsel of the Company. | |
| (5)(d) | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, which is referred to in the opinion filed as Exhibit (5)(c). | |
| (23)(a) | Consent of Jennifer Henkel, Esq., which is contained in her opinion filed as Exhibit (5)(a). | |
| (23)(b) | Consent of Fried, Frank, Harris, Shriver & Jacobson LLP, which is contained in the opinion filed as Exhibit (5)(b). | |
| (23)(c) | Consent of Jennifer Henkel, Esq., which is contained in her opinion filed as Exhibit (5)(c). | |
| (23)(d) | Consent of Fried, Frank, Harris, Shriver & Jacobson LLP, which is contained in the opinion filed as Exhibit (5)(d). | |
| (104) | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 | ||
| November 3, 2025 | ||
FAQ
What debt offerings did Procter & Gamble (PG) close?
Were the PG notes issued under a shelf registration?
What are the interest rates and maturities for PG’s new euro notes?
What are the interest rates and maturities for PG’s new U.S. dollar notes?
Does the filing include related legal opinions for these notes?
