PROCTER & GAMBLE Co false 0000080424 0000080424 2023-01-26 2023-01-26 0000080424 us-gaap:CommonStockMember 2023-01-26 2023-01-26 0000080424 pg:M1.125NotesDue2023Member 2023-01-26 2023-01-26 0000080424 pg:M0.500NotesDue2024Member 2023-01-26 2023-01-26 0000080424 pg:M0.625NotesDue2024Member 2023-01-26 2023-01-26 0000080424 pg:M1.375NotesDue2025Member 2023-01-26 2023-01-26 0000080424 pg:M0.110NotesDue2026Member 2023-01-26 2023-01-26 0000080424 pg:M4.875EurNotesDueMay2027Member 2023-01-26 2023-01-26 0000080424 pg:M1.200NotesDue2028Member 2023-01-26 2023-01-26 0000080424 pg:M1.250NotesDue2029Member 2023-01-26 2023-01-26 0000080424 pg:M1.800NotesDue2029Member 2023-01-26 2023-01-26 0000080424 pg:M6.250GbpNotesDueJanuary2030Member 2023-01-26 2023-01-26 0000080424 pg:M0.350NotesDue2030Member 2023-01-26 2023-01-26 0000080424 pg:M0.230NotesDue2031Member 2023-01-26 2023-01-26 0000080424 pg:M5.250GbpNotesDueJanuary2033Member 2023-01-26 2023-01-26 0000080424 pg:M1.875NotesDue2038Member 2023-01-26 2023-01-26 0000080424 pg:M0.900NotesDue2041Member 2023-01-26 2023-01-26












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 26, 2023






(Exact Name of Registrant as Specified in Charter)




Ohio   001-00434   31-0411980

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)


One Procter & Gamble Plaza, Cincinnati, Ohio 45202
(Address of Principal Executive Offices, and Zip Code)


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





Name of each exchange

on which registered

Common Stock, without Par Value   PG   New York Stock Exchange
1.125% Notes due 2023   PG23A   New York Stock Exchange
0.500% Notes due 2024   PG24A   New York Stock Exchange
0.625% Notes due 2024   PG24B   New York Stock Exchange
1.375% Notes due 2025   PG25   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
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
5.250% GBP notes due January 2033   PG33   New York Stock Exchange
1.875% Notes due 2038   PG38   New York Stock Exchange
0.900% Notes due 2041   PG41   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 January 26, 2023, The Procter & Gamble Company (the “Company”) closed an underwritten public offering of $650,000,000 aggregate principal amount of 4.100% Notes due January 26, 2026, $600,000,000 aggregate principal amount of 3.950% Notes due January 26, 2028 and $850,000,000 aggregate principal amount of 4.050% Notes due January 26, 2033 under the Company’s Registration Statement on Form S-3 (Registration No. 333-249545). 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.






(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)


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.



/s/ Sandra T. Lane


Sandra T. Lane

Assistant Secretary

  January 26, 2023
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