Procter & Gamble issues $1.25B in notes due 2056

The four tranches carry stated coupons of 5.125%, 5.300%, 5.450% and 5.900%, with maturities from October 30, 2031, through October 30, 2056.

Available on EDGAR 10/30/2026 - 04:23 PM EDT Accepted by SEC EDGAR 10/30/2026 - 04:23 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

The Procter & Gamble Company (PG) closed an underwritten public offering on October 30, 2026, of four note tranches: $750,000,000 of 5.125% notes due October 30, 2031; $750,000,000 of 5.300% notes due October 30, 2033; $1,250,000,000 of 5.450% notes due October 30, 2036; and $1,250,000,000 of 5.900% notes due October 30, 2056. The offering was under the company’s Registration Statement on Form S-3.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

2031 notes aggregate principal amount: $750,000,000 2033 notes aggregate principal amount: $750,000,000 2036 notes aggregate principal amount: $1,250,000,000 +1 more

4 metrics

2031 notes aggregate principal amount $750,000,000 5.125% notes due October 30, 2031

2033 notes aggregate principal amount $750,000,000 5.300% notes due October 30, 2033

2036 notes aggregate principal amount $1,250,000,000 5.450% notes due October 30, 2036

2056 notes aggregate principal amount $1,250,000,000 5.900% notes due October 30, 2056

Key Terms

underwritten public offering, aggregate principal amount, Registration Statement on Form S-3

3 terms

underwritten public offering financial

"closed an underwritten public offering"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

aggregate principal amount financial

"aggregate principal amount of 5.125% Notes due October 30, 2031"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

Registration Statement on Form S-3 regulatory

"under the Company’s Registration Statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What notes did PG issue?

PG closed an offering of four note tranches: $750,000,000 of 5.125% notes due October 30, 2031; $750,000,000 of 5.300% notes due October 30, 2033; $1,250,000,000 of 5.450% notes due October 30, 2036; and $1,250,000,000 of 5.900% notes due October 30, 2056.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 30, 2026

THE PROCTER & GAMBLE COMPANY

(Exact name of registrant as specified in charter)

Ohio		001-00434		31-0411980
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

(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 (see

General Instruction A.2. below):

☐		Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communication 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	New York Stock Exchange
0.110% Notes due 2026	PG26D	New York Stock Exchange
4.875% EUR Notes due May 2027	PG27A	New York Stock Exchange
1.200% Notes due 2028	PG28	New York Stock Exchange
3.150% EUR Notes due 2028	PG28B	New York Stock Exchange
1.250% Notes due 2029	PG29B	New York Stock Exchange
1.800% Notes due 2029	PG29A	New York Stock Exchange
6.250% GBP Notes due January 2030	PG30	New York Stock Exchange
0.350% Notes due 2030	PG30C	New York Stock Exchange
0.230% Notes due 2031	PG31A	New York Stock Exchange
3.250% EUR Notes due 2031	PG31B	New York Stock Exchange
5.250% GBP Notes due January 2033	PG33	New York Stock Exchange
2.900% Notes due 2033	PG33B	New York Stock Exchange
3.200% EUR Notes due 2034	PG34C	New York Stock Exchange
1.875% Notes due 2038	PG38	New York Stock Exchange
0.900% Notes due 2041	PG41	New York Stock Exchange
3.650% Notes due 2045	PG45	New York Stock Exchange

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 transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☐

Item 8.01 Other Events.

On October 30, 2026, The Procter & Gamble Company (the “Company”) closed an underwritten public

offering of $750,000,000 aggregate principal amount of 5.125% Notes due October 30, 2031, $750,000,000

aggregate principal amount of 5.300% Notes due October 30, 2033, $1,250,000,000 aggregate principal amount of

5.450% Notes due October 30, 2036 and $1,250,000,000 aggregate principal amount of 5.900% Notes due October

30, 2056 under the Company’s Registration Statement on Form S-3 (Registration No. 333-299472). 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 Travonte Warren, 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 Travonte Warren, Esq., which is contained in his 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/ Aaron Shepherd
		Aaron Shepherd Assistant Secretary
		October 30, 2026

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-5 EX-5.A 18.5 KB
• EX-5 EX-5.B 57.2 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 5.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 21.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 42.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 23.2 KB