[8-K] PROCTER & GAMBLE Co Reports Material Event
Procter & Gamble closed an underwritten public offering of $258,889,000 aggregate principal amount of Floating Rate Notes due November 4, 2075 under its Form S-3 shelf registration. The company also filed related legal opinions as exhibits.
This transaction adds very long-dated debt to P&G’s capital structure, extending maturities far into the future. The filing lists counsel opinions from the Company and from Fried, Frank, Harris, Shriver & Jacobson LLP, which are incorporated by reference.
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Insights
Long-dated floating notes issued; administrative 8-K, neutral impact.
P&G completed an underwritten sale of
The 8-K primarily records the closing and files legal opinions. It does not detail pricing, reference rate, or use of proceeds in this excerpt. Actual financial impact depends on the notes’ reset terms and future rate environments.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On November 4, 2025, The Procter & Gamble Company (the “Company”) closed an underwritten public offering of $258,889,000 aggregate principal amount of Floating Rate Notes due November 4, 2075 under the Company’s Registration Statement on Form S-3 (Registration No. 333-275071). Legal opinions related to these notes are attached hereto as Exhibits (5)(a) and (5)(b) 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). | |
| (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). | |
| (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 4, 2025 | ||
FAQ
What did Procter & Gamble (PG) announce in this 8-K?
How much debt did PG issue and when does it mature?
Under what registration statement was the PG debt issued?
Was the offering underwritten?
What exhibits did PG file with this report?
When did the offering close for PG’s new notes?
