Schedule 13G/A: Vanguard Reports 235.2M PG Shares, Passive Stake 10.04%

Rhea-AI Filing Summary

The Vanguard Group reported ownership of 235,208,844 shares of Procter & Gamble (PG), representing 10.04% of the outstanding common stock. Vanguard discloses it is an investment adviser (IA) organized in Pennsylvania and holds 0 sole voting power, 13,404,221 shares with shared voting power, 212,819,403 shares with sole dispositive power, and 22,389,441 shares with shared dispositive power. The filing is a Schedule 13G/A amendment dated August 29, 2025, signed September 8, 2025.

Vanguard states the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of Procter & Gamble; the filing lists client accounts as the ultimate beneficial owners where applicable.

Positive

• Material disclosure of stake: Vanguard reports a clear, quantified beneficial ownership of 235,208,844 shares (10.04%).
• Passive classification: Filing under Schedule 13G/A and certification indicate holdings are passive and held in the ordinary course of business.

Negative

• None.

Insights

Securities Analyst

TL;DR: Vanguard holds a sizable passive stake (10.04%) in PG, disclosed under Schedule 13G, indicating no intent to influence control.

Vanguard's reported 235.2 million shares equal a material 10.04% stake and place it among the largest institutional holders of Procter & Gamble. The split between voting and dispositive powers shows Vanguard primarily controls disposition rights with limited sole voting authority, consistent with index and managed-fund activities. The Schedule 13G/A classification and the certification that holdings are in the ordinary course of business signal a passive investment profile rather than an activist posture, reducing near-term governance implications.

Corporate Governance Expert

TL;DR: Filing is routine for large asset managers; disclosure clarifies ownership but does not indicate governance intervention.

The amendment confirms beneficial ownership and clarifies voting/dispositive breakdowns important for board and governance analysis. With 0 sole voting power and a declaration of no intent to influence control, this filing should not trigger defensive measures by PG. However, the disclosed shared voting power of over 13.4 million shares means Vanguard could participate in proxy votes aligned with client mandates, so corporate actions and major votes remain relevant to both parties.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 11)

Procter & Gamble Co/The

(Name of Issuer)

Common Stock

(Title of Class of Securities)

742718109

(CUSIP Number)

08/29/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 742718109

1

Names of Reporting Persons

The Vanguard Group

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 13,404,221.00
7	Sole Dispositive Power 212,819,403.00
8	Shared Dispositive Power 22,389,441.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

235,208,844.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

10.04 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Procter & Gamble Co/The
(b)	Address of issuer's principal executive offices: 1 Procter and Gamble Plaza, Cincinnati, OH, 45202
Item 2.
(a)	Name of person filing: The Vanguard Group
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd., Malvern, PA 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 742718109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 235208844
(b)	Percent of class: 10.04 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 13404221
	(iii) Sole power to dispose or to direct the disposition of: 212819403
	(iv) Shared power to dispose or to direct the disposition of: 22389441
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Vanguard Group, Inc.'s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The Vanguard Group

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	09/08/2025

FAQ

How many Procter & Gamble (PG) shares does The Vanguard Group report owning?

The filing reports 235,208,844 shares beneficially owned by The Vanguard Group.

What percentage of PG does Vanguard's holding represent?

Vanguard's aggregate ownership represents 10.04% of Procter & Gamble's common stock.

Does Vanguard intend to influence control of Procter & Gamble according to the filing?

No. The filing certifies the securities are held in the ordinary course of business and were not acquired to change or influence control.

What voting and dispositive powers does Vanguard report for PG shares?

Vanguard reports 0 sole voting power, 13,404,221 shared voting power, 212,819,403 sole dispositive power, and 22,389,441 shared dispositive power.

What form was filed for this disclosure and when was the event date?

This is a Schedule 13G/A amendment with an event date of 08/29/2025, signed on 09/08/2025.