UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

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The Procter & Gamble Company

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

August 28, 2026

Fellow Procter & Gamble Shareholders:

It is my pleasure to invite you to this year’s annual meeting of shareholders. The meeting will take place on Tuesday, October 13, 2026, at 9:00 a.m. Eastern Time. The meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/PG2026. At the meeting, our shareholders will be asked to:

Shareholders of record as of the close of business on August 14, 2026 (the “record date”) are entitled to vote at the annual meeting and any postponement or adjournment thereof. Please see pages 97-101 for additional information regarding accessing the meeting and how to vote your shares. You do not need to attend the virtual meeting in order to vote your shares.

Your vote is important. Please vote your proxy promptly to ensure your shares are properly represented, even if you plan to join the annual meeting. You can vote online, by telephone, or by requesting a printed copy of the proxy materials and using the enclosed proxy card.

We appreciate your continued confidence in our Company and look forward to your joining us on October 13, 2026.

REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

The Company’s principal executive offices are located at 1 Procter & Gamble Plaza, Cincinnati, Ohio 45202. These proxy materials are first being made available to our shareholders on August 28, 2026.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on October 13, 2026: This Notice of Annual Meeting, the Proxy Statement, and the 2026 Annual Report are available at www.proxyvote.com.

Letter from our Chairman of the Board, President and Chief Executive Officer

August 28, 2026

Our competitive advantage comes from outstanding, integrated execution of these strategic pillars and anticipating what capabilities are needed next. While the core strategy remains constant, there are changes in the world around us and many opportunities to pursue and risks to mitigate. As highlighted in our 2026 Annual Report, there are three important changes to highlight: media fragmentation, a changing retail landscape, and inflation. This changing landscape creates opportunities for P&G to lead another evolution of brand communication, build stronger partnerships with our retail partners, and better serve consumers across every price tier while continuing to deliver the performance, quality, and value consumers expect from P&G brands.

To adjust for and benefit from these shifts in the external landscape, we are making four interventions to strengthen how we execute our strategy to win with consumers and accelerate growth:

While the interventions we are making are important in the near term, we are also working to leap ahead and invent the consumer-packaged-goods company of the future by leveraging:

Your Board remains actively engaged, providing thoughtful guidance as we continue to advance our strategic choices in a dynamic business environment. As described throughout this proxy statement, the Board maintains regular dialogue with senior management to review strategic priorities, assess opportunities for growth, and oversee the risks and challenges facing the business. Through a steadfast commitment to disciplined oversight and strong governance, the Board works to ensure that our decisions advance long-term shareholder interests and position the Company for continued success.

We believe a strong Board must not only address the needs of today but also help shape the future. Our Directors bring a broad range of skills, experiences, and perspectives that strengthen Board deliberations and decision-making. This diversity of thought enables the Board to provide effective oversight, challenge assumptions, and support management in navigating an evolving marketplace. Together, the Board and management remain focused on serving our shareholders and delighting the billions of consumers who rely on our products every day.

My fellow Directors and I are optimistic about the opportunities ahead. P&G embodies a unique combination of strengths that position us to invent the consumer-packaged-goods company of the future. As we work to fully integrate these strengths—our leading brands, deep consumer understanding, innovation expertise, industry-leading supply chain, and advanced digital capabilities—we believe we can create a new S-curve of growth and value creation centered on consumers.

Thank you for your continued trust and investment in P&G as we work to delight consumers with superior brands, drive interventions to improve near-term results, build the technical and operational capabilities to create the CPG company of the future, and continue to create long-term value for shareowners.

SHAILESH G. JEJURIKAR

Chairman of the Board,

President and Chief Executive Officer

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider. Please carefully read the entire proxy statement before voting.

Voting Matters and Board Recommendations

Item 1. Election of Directors (see PAGES 5-14)

You are being asked to vote on the election of the 12 Director nominees. The Board believes that the Director nominees embody an impressive diversity of skills, experiences, and perspectives, allowing for effective guidance and oversight of the Company. Information about each nominee can be found beginning on page 9.

Item 2. Ratify Appointment of the Independent Registered Public Accounting Firm (see page 87)

You are being asked to ratify the selection of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm. In selecting Deloitte, the Audit Committee considered:

Item 3. Advisory Vote on Executive Compensation (see page 88)

You are being asked to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers (“NEOs”), as outlined in this proxy statement beginning on page 37. This is often referred to as the “Say on Pay” vote.

Key Elements of FY 2025-26 Executive Compensation Program

We Received Strong Shareholder Support with 92.2% in favor of Say on Pay at the 2025 Annual Meeting. This vote is a positive endorsement of the Company’s executive compensation practices and decisions.

We Emphasize Pay for Performance. In total, 87% of the four main components of NEO compensation (Salary, Short-Term Achievement Reward (“STAR”), Long-Term Incentive Program (“LTIP”), and Performance Stock Program (“PSP”)) was performance-based for all NEOs. Of this, 89% was tied to long-term performance. Consistent with our design principles, payouts under these programs are based on the results achieved as compared to the performance targets established at the beginning of the fiscal year, highlighting the clear link between pay and performance that is the cornerstone of our compensation programs.

We Pay Competitively. The C&LD Committee structures executive compensation to be competitive with the targets for comparable positions at companies considered to be our peers.

We Focus on Long-Term Success. The majority of the NEOs’ compensation is delivered through two long-term incentive programs tied to Company performance: PSP and LTIP. NEOs must meet significant share ownership and shareholding requirements. The CEO must own shares of Company stock and/or RSUs valued at a minimum of eight times salary. All other NEOs must own stock valued at four times salary.

CEO Compensation Highlights

Salary. Mr. Jejurikar's salary was established at $1,600,000, effective January 1, 2026, when he was elected as President and CEO.

STAR Annual Bonus Program. Mr. Jejurikar's STAR target was established at 200% and prorated to 170% of salary, reflecting his mid-year election to CEO. His STAR payout was $1,634,720, which is approximately 60% of target.

Long-Term Incentive Programs. The C&LD Committee approved a long-term incentive award of $14,000,000 for Mr. Jejurikar. One half of the award value was delivered in the PSP. The remaining half was in the LTIP grant, which the C&LD Committee determined would be delivered as 50% stock options and 50% RSUs for FY 2025-26.

Glossary of Terms

Commonly Used Terms in this Proxy Statement

ITEM 1.

Election of Directors

Our Board of Directors has general oversight responsibility for the Company’s affairs pursuant to Ohio’s General Corporation Law and the Company’s Amended Articles of Incorporation, Code of Regulations, and By Laws of the Board of Directors. In exercising its fiduciary duties, the Board represents and acts on behalf of the Company’s shareholders and is committed to strong corporate governance, as reflected through its policies and practices. The Board is deeply involved in the Company’s strategic planning process, leadership development, succession planning, innovation agenda, and oversight of risk management.

Our Board of Directors nominated the 12 individuals listed on pages 9-14 for election at the 2026 annual meeting. All of the Director nominees were elected for a one-year term at the 2025 annual meeting. The current terms of the incumbent nominees for Director will expire at the 2026 annual meeting when their successors are elected, and the Board has nominated each of these individuals for a one-year term that will expire at the 2027 annual meeting when their successors are elected.

Each of the Director nominees identified in this proxy statement has consented to being named as a nominee in our proxy materials and agreed to serve as a Director if elected by the Company’s shareholders. If any nominee becomes unable or unwilling to serve between the date of the proxy statement and the annual meeting, the Board may designate a new nominee, and the persons named as proxies will vote on that substitute nominee.

Director Qualifications and Refreshment

P&G is a global consumer products company, serving billions of consumers around the world. The Company operates in a dynamic, complex, diverse, and competitive environment. Our Directors must consistently bring to bear the practical wisdom and seasoned judgment gained from significant leadership experience, while remaining agile and adept at overseeing emerging risks and business challenges. Accordingly, our Board looks for leaders who embrace strong governance and oversight, exemplify the Company’s Purpose, Values, and Principles, and provide a breadth of experience and expertise across disciplines, all while being firmly grounded in the practical challenges facing global companies.

The G&PR Committee oversees our Director nomination process and devotes substantial time, in conjunction with the full Board, to evaluating the Board's needs and assessing potential candidates for the short term and for longer-term Board refreshment. The G&PR Committee also ascertains whether the Director nominees (including any properly submitted shareholder nominees) fulfill the requirements of the Corporate Governance Guidelines.

In accordance with our Corporate Governance Guidelines, the Board seeks individuals who meet the following criteria:

Our Director Nominees’ Skills, Experiences, and Backgrounds

Each of our Director nominees brings valuable and diverse skills, experiences, and background to the Board. We summarize in the table below the core competencies and attributes that each Director particularly exemplifies and that the G&PR Committee and our Board considered in nominating them. We expect all of our Directors to provide broad strategic insight and perspective across disciplines in their service on the Board, even if not specifically identified below.

Corporate Governance

Good governance, including our Purpose, Values and Principles, is the foundation for everything we do.

Governance Highlights

Shareholder and Stakeholder Engagement

We engage with our shareholders and our many other stakeholders throughout the year, providing perspective on our business results and reinforcing our commitment to our integrated strategy on earnings calls, at shareholder and analyst conferences, in small engagements, and in one-on-one meetings with shareholders, analysts, and other stakeholders. In addition, we proactively seek shareholder input and perspective and respond to requests for information. These engagements and exchanges can inform our corporate practices, help sharpen our thinking, and strengthen our approach. Our shareholders and stakeholders sometimes represent specialized perspectives or hold conflicting views, so we must analyze the feedback they share with us as part of the total mix of information we consider in seeking to serve shareholders, consumers, and all stakeholders.

In general, we approach this work through a cycle of:

The Company’s top 100 institutional shareholders collectively own over 50% of the Company’s outstanding shares of common stock, and we generally focus our proactive shareholder outreach efforts on these shareholders. We conduct meetings with institutional shareholders in person, via virtual meetings and telephone calls, and one-on-one at conferences throughout the year. We also routinely respond to individual shareholders and other stakeholders who provide feedback about our business.

This year, the Company again conducted focused meetings with several of our top institutional shareholders, discussing the Company's strategy and planned interventions and Board oversight of these and numerous other topics. We likewise met with smaller owners, NGOs, and investor advisory groups to address their interests, including our social, human capital, and sustainability efforts. For instance, we have regularly engaged with groups such as Morningstar/Sustainalytics, Climate Action 100+, and Nature Action 100+. These interactions help to ensure our shareholders and other stakeholders have accurate information and Company perspective on topics of interest and that we are aware of and can address their questions and concerns.

We will continue our shareholder engagement during FY 2026-27, including participation at analyst meetings and conferences. We remain committed to these ongoing discussions and welcome feedback from all shareholders, who can reach our Investor Relations team by visiting www.pginvestor.com or contact our Directors or executive officers as described on page 32.

The Board’s Leadership Structure

Under the Company’s Corporate Governance Guidelines, the Board has discretion to determine whether the same individual should serve as both Chief Executive Officer and Chairman of the Board or whether the roles should be separated. The Board also determines the nature and scope of the role of the Lead Director to ensure appropriate and effective independent leadership and oversight. This approach allows the Board to use its considerable experience and knowledge to elect as Chairman of the Board the Director best suited to serve in that capacity at the time, while maintaining the ability to separate the Chairman of the Board and CEO roles when appropriate, as the roles have been in previous periods. Further, it enables the Board to elect an independent Lead Director and define his or her duties.

The Board regularly considers this structure and whether to combine or separate the roles, depending on which leadership structure best serves the Company and its shareholders. In doing so, the Board not only considers the specific benefits and impacts to the Company of one approach over another but also considers external practice among similarly situated global companies as well as feedback from investors.

The Board believes this discretion, including the flexibility to make this determination at any given point, best enables it to promote the long-term interests of the Company and its shareholders.

In connection with Mr. Moeller’s retirement as Executive Chairman of the Board, the Board evaluated its leadership structure. After thoughtful review and discussion, the non-employee Directors concluded that it was in the best interests of the Company and its shareholders to recombine the roles of Chairman of the Board and CEO, with Mr. Jejurikar serving as Chairman of the Board in addition to his role as President and CEO. This action reflects the Board’s confidence in Mr. Jejurikar’s leadership, his depth of experience, and the importance of consistent focus on the Company’s strategy and operations afforded by his unified leadership. During Mr. Moeller’s tenure as Executive Chairman, Mr. Moeller and Mr. Jejurikar worked collaboratively to provide both Board and Company leadership in the face of significant and continuing external challenges and disruptions. With Mr. Moeller’s retirement, the Board believes Mr. Jejurikar is well positioned to provide strategic and effective leadership of both the Board and the Company at this time, in the best interests of its shareholders.

As before, the Board retains its discretion to separate the Chairman and CEO roles in the future, depending on which leadership structure best serves the long-term interests of the Company and its shareholders at that time.

Independent Lead Director

When the Board determines that the same individual should hold the positions of CEO and Chairman of the Board or if the Chairman of the Board is not independent, the independent Directors of the Board elect for an annual term a Lead Director from among the independent Directors. The Lead Director role is significant, with responsibilities consistent with accepted best practices and designed to ensure a well-functioning Board with independent oversight, including:

Mr. Jimenez has served as the Board's Lead Director since 2021. In this role, he has worked closely with Mr. Moeller and Mr. Jejurikar to support effective and independent Board leadership, strong corporate governance, and meaningful oversight. During FY 2025-26, under Mr. Jimenez's leadership, the independent Directors met six times in executive session, without members of management present, to discuss matters including Board oversight, governance, succession planning, and CEO performance.

In conjunction with the Board's appointment of Mr. Jejurikar as Chairman of the Board, the independent Directors reappointed Mr. Jimenez to serve as Lead Director for FY 2026-27. The Board believes Mr. Jimenez is exceptionally well qualified for this role based on his extensive executive and board leadership experience, including his service as CEO of Novartis AG, senior leadership positions with H.J. Heinz and ConAgra Foods, and service on the boards of several public companies, and he is recognized for his innovation and leadership skills. Throughout his tenure as a Director, Mr. Jimenez has earned the respect of his fellow Directors and management for his sound judgment, collaborative leadership style, and strategic insight. He is highly engaged, readily accessible to Mr. Jejurikar and his other fellow Directors between meetings, and consistently provides thoughtful counsel throughout the year.

Mr. Jimenez plays an important role in fostering open and constructive dialogue among the independent Directors. He regularly communicates their perspectives and feedback to the Chairman and CEO and helps ensure appropriate follow-up on Board discussions and action items. In addition to formal Board meetings, Mr. Jimenez periodically meets individually with each Director to solicit candid feedback regarding Board effectiveness, Director performance and development, management performance, and overall Board dynamics.

The Board is confident that Mr. Jimenez will continue to partner closely with Mr. Jejurikar to promote effective Board leadership, strong independent oversight, and constructive engagement among the Directors. As part of its

ongoing governance practices, the Board will continue to periodically review its leadership structure to ensure it remains aligned with the Company's needs and the long-term interests of its shareholders.

Board Evaluation

In addition to regularly reviewing its leadership structure, the Board conducts an annual self-assessment of its overall functioning and effectiveness. In order to maximize input and facilitate candid, useful feedback, the Company’s Chief Legal Officer conducts one-on-one interviews with each Director. This feedback includes comments on overall Board performance, Board priorities, interaction with management, Board agendas and processes, Board composition, Director contributions, and how to further improve overall Board operations. The results of these interviews are aggregated and anonymized and then shared with the full Board for review, discussion, and appropriate action. All Board Committees also conduct annual assessments of their operations and effectiveness via one-on-one management interviews with each Committee member.

The Board addresses items raised both through this formal evaluation process and through informal feedback as warranted. For example, based on Director feedback, Directors were provided opportunities to participate in both in-home consumer and retailer visits with senior leaders and members of the Company's Analytics & Insights Team. Likewise, Director feedback informed Board and Committee agendas, resulting in additional and expanded topics. Further, given the high level of recent Board refreshment, the Company continued to provide opportunities for Directors to engage informally with one another outside the Boardroom. Finally, if during the evaluation process or at any time any issue with regard to an individual Director is identified, the Chairman or Lead Director will address such issue with the individual Director.

Director Independence

The Board has determined that all of the Company’s Director nominees, with the exception of Mr. Jejurikar, are independent under the NYSE listing standards and the Board of Directors’ Guidelines for Determining the Independence of its Members (the “Independence Guidelines”). All members of the Board’s Audit, C&LD, G&PR, and I&T Committees are independent under the NYSE listing standards and Independence Guidelines. All members of the Audit Committee and C&LD Committee are also compliant with the SEC’s enhanced independence requirements for audit committee members and compensation committee members, respectively. The Board of Directors has determined that Mr. Biggs and Ms. McCarthy meet the criteria for “Audit Committee Financial Expert” as defined by SEC rules. The Board has also determined that all Audit Committee members are financially literate.

In making these independence determinations, the Board applied the NYSE listing standards and the categorical independence standards contained in the Independence Guidelines. Under the Independence Guidelines, certain relationships were considered immaterial and, therefore, were not considered by the Board in determining independence, but were reported to the Chair of the G&PR Committee. Applying the NYSE listing standards and the Independence Guidelines, the Board determined that there are no transactions, relationships, or arrangements that would impair the independence or judgment of any of the Director nominees deemed independent by the Board.

Mr. Jejurikar is Chairman of the Board, President and CEO of the Company. As an employee of the Company, he cannot be deemed independent under the NYSE listing standards or the Independence Guidelines.

Service on Other Public COMPANY Boards and Outside Time Commitments

The Board believes that service on the boards of other public companies provides valuable governance and leadership experience that ultimately benefits the Company. The Board also recognizes that serving on public company boards requires a significant commitment of time and attention, and therefore, in accordance with best governance practices, limits Director participation on other public company boards. Under the Board's Corporate Governance Guidelines, Directors who are active CEOs of other public companies may sit on no more than one additional outside public board (including their own company board), and other non-employee Directors may sit on no more than three additional outside public company boards. The Board must approve any exception. Likewise,

employee Directors may sit on no more than one additional outside public company board, unless an exception is granted by the majority of non-employee Directors.

In addition to the numerical limits, the Company’s Corporate Governance Guidelines generally require that a Director or Director nominee should have sufficient time to devote to the affairs of the Company. Accordingly, when nominating a Director, the G&PR Committee considers whether, in light of other commitments, the nominee will have adequate time to serve. Further, in nominating an individual to serve as Lead Director or Committee Chair, the G&PR Committee specifically considers that individual’s other public company board leadership positions and outside time commitments to ensure sufficient time and availability to provide effective and responsive leadership in the role. The G&PR Committee undertakes this review at least annually, generally coinciding with its recommendation of Director nominees for election at the next annual shareholder meeting and of the Board’s leadership structure. The Committee further considers an individual Director’s time commitments throughout the year as circumstances warrant, such as a change in a Director’s external responsibilities or in internal Board leadership positions.

This overall practice helps further our expectation that our Directors give appropriate time and attention to the affairs of the Company, demonstrating strong engagement and high attendance. Each of our Director nominees is currently compliant with the Company’s Corporate Governance Guidelines regarding their service on other company boards.

During FY 2025-26, the Board held seven meetings, and the Committees of the Board collectively held 26 meetings, for a total of 33 meetings. None of the incumbent Directors attended fewer than 75% of the aggregate meetings of the Board and the Committees on which they served, and the average attendance among incumbent Directors was approximately 97%. The Board expects all Directors to attend the annual meeting of shareholders, and all Directors then serving attended the October 14, 2025 annual meeting.

The table below shows the membership of each Committee of the Board as of June 30, 2026 and the number of meetings each Committee held during FY 2025-26. Each Committee is fully independent under the NYSE listing standards and the Independence Guidelines, which can be found in the corporate governance section of the Company’s website at www.pg.com. Each Committee has a charter that sets out its primary purposes, duties, and responsibilities. These charters also can be found in the corporate governance section of our website at www.pg.com.

Oversight of Our Company

P&G’s strategy aims to deliver balanced, long-term growth and value creation for our shareholders. A sustainably strong business depends on maintaining trust, which requires maintaining robust ethics and compliance standards and ensuring steadfast Board leadership and oversight. That is why good governance, including our Purpose, Values, and Principles (“PVPs”), is the foundation for everything we do.

Strategic Focus

Oversight of the Company’s strategy and execution is a core responsibility of the Board and central to its role in promoting long‑term shareholder value. As part of its oversight responsibilities, the Board continues to provide counsel on the Company’s execution of our integrated growth strategy, near-term interventions, individual sector and market strategic plans, and associated risks. The Board discusses the state of the business with management at each meeting. The Board further reviews the business strategy with the Chairman and CEO in semi-executive sessions. These semi-executive sessions are held at each regular Board meeting.

Throughout the year, senior leaders of the Company’s business units, key markets, and corporate functions meet with the Board, or a Committee, to discuss regular business updates and significant risks, challenges, and opportunities within their areas of responsibility.

Moreover, this past year, the Board visited consumers and retailers to gain firsthand insight into how Company strategies come to life and to further inform Board oversight.

Ethical Leadership

Code of Ethics

The Company’s code of ethics applies to its Directors, officers, and employees. The most recent version of this code of ethics is contained in the Worldwide Business Conduct Manual. The Worldwide Business Conduct Manual, which is firmly rooted in the Company’s long-standing PVPs, is made available to employees in more than 25 languages and can be found on the Company’s website at www.pg.com. It is reviewed each year for appropriate updates, and employees, officers, and Directors are asked to annually acknowledge their understanding of, and compliance with, its requirements. Only the Board may grant a waiver of any provision for a Director or executive officer, and any such waiver, or any amendment to the manual, will be promptly disclosed as required at www.pg.com.

Ethics and Compliance Program

Under the oversight of the Audit Committee of the Board, the Company’s Ethics & Compliance Committee—comprised of the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Human Resources Officer, and Chief Legal Officer—guides the development, execution, assessment, and effectiveness of the Company’s Ethics & Compliance Program as it relates to applicable legal and regulatory requirements, the Worldwide Business Conduct Manual, and other key Company policies. In so doing, the Audit Committee periodically reviews topics such as incident data, specific initiatives, key policy revisions or exception approvals, and compliance risks. Further, the Company’s Chief Ethics & Compliance Officer and the Senior Vice President for Global Internal Audit, both of whom are directly accountable to the Audit Committee in addition to reporting to the Chief Legal Officer and Chief Financial Officer, respectively, help ensure that key risks are identified, reviewed, and appropriately escalated to the Board and its Committees on both a standing and ad hoc basis.

Ethics and Compliance in our Compensation Philosophy

Stewardship and compliance are taken into account in our annual performance assessment of our executive officers, affecting salary and incentive awards.

Risk Oversight

The Board of Directors maintains a comprehensive risk governance framework designed to understand critical risks in the Company’s strategy, build risk awareness, and ensure effective risk management.

Enterprise Risk Management

Our ERM program consists of members of a cross-functional team conducting extensive interviews of Company experts, leaders, and specialists across levels, functions, and geographies throughout the year. Using both qualitative and quantitative reviews, this team seeks to identify, on a continual basis, the most pressing current and future potential risks facing the Company. Led by experienced risk and compliance professionals in Global Internal Audit (“GIA”), these risks are analyzed and reported to relevant business and governance leaders within the Company, who partner to develop plans and strategies to appropriately manage and mitigate these risks.

Annually, the full Board discusses with senior management the most significant risks identified in the ERM process. The ERM process, the Board’s direction, and management’s judgment guide which risks the Board reviews and discusses. This determination is often informed by subject matter expert perspective on the risk overall as well as consideration of factors such as the risk’s potential impact to the Company, the Company’s vulnerability to the risk, and the risk’s potential speed of onset.

As part of the Board's review, Directors provide input on the steps taken to mitigate each risk and plans for additional mitigation in the year ahead. In addition, the ERM team conducts periodic progress reviews of top enterprise risks with the accountable leaders, focusing on ensuring mitigation steps are on track and remain sufficient to mitigate the risk consistent with the plans shared with the Board. This enterprise-level review program complements the Company’s ongoing GIA-led risk assurance activities.

Additional Areas of Oversight

human capital management & SUCCESSION PLANNING

Our employees are a key source of competitive advantage, and we aim to retain our talented employees by offering competitive compensation and benefits, strong career development, and a respectful and inclusive culture that provides equal opportunity for all. The Board, with the assistance of the C&LD Committee, provides active oversight of the Company's human capital management strategy. For example, the C&LD Committee regularly reviews the significant aspects of the Company's compensation program and principles, including pay equity and relevant benchmarking data. In addition this year, the CHRO provided a People and Organizational Strategy update to the full Board, focusing on employee sentiment in key areas, progress in areas of investment, and plans for developing talent and necessary skills for the future.

Beyond optimizing the employee experience for all, ensuring that the Company has skilled, seasoned leaders in its executive ranks and talent pipeline is a critical aspect of the Company’s long-term strategy and success. Underscoring this importance, the Board, through the C&LD Committee, directly oversees succession planning for all executive officers, including the CEO. To support its oversight and planning, the Board, in both regular and executive sessions, reviews and discusses the performance of and development plans for the Company’s senior executives. The Board also interacts with these executives as part of Board business and functional reviews and in other Board events, helping ensure that our Directors are familiar with not only these individuals’ business results but also their broader leadership, management, and personal skills.

In order to ensure a strong pipeline for future succession, the C&LD Committee also reviews with the CEO and the CHRO the Company’s high-performing next generation talent across business units, markets, and functions to ensure that appropriate development plans are in place.

Compensation-Related Risk

As part of its risk oversight responsibilities, the C&LD Committee annually reviews the Company’s compensation policies and practices. In FY 2025-26, the C&LD Committee employed Meridian Compensation Partners (“Meridian”) as its independent compensation consultant. Meridian reviewed and reported on all of the Company’s executive compensation programs, including the potential risks and other impacts of incentives created by the programs. For more details on the arrangement with Meridian, please see the section entitled “Role of Compensation Consultant” in the Compensation Discussion & Analysis (“CD&A”) section of this proxy statement.

The independent compensation consultant’s review included an analysis of the Company’s short-, medium-, and long-term compensation programs covering key program details, performance factors for each program, target award ranges, maximum funding levels, and plan administrative oversight and control requirements. Key program elements assessed relating to potential compensation risks were pay mix, performance metrics, performance goals and payout curves, payment timing and adjustments, severance packages, equity incentives, stock ownership requirements, prohibitions on hedging and pledging, and trading policies. Members of management also performed a risk assessment of the Company’s other compensation programs including incentive programs from acquisitions, cost of programs, design elements, payment authorizations, and overall confirmation that plans do not encourage unnecessary or excessive risk-taking. The results of the consultant’s analysis of the Company’s executive compensation programs, as well as management’s review of the Company’s other compensation programs, were shared with the C&LD Committee, which concluded that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

In reaching its conclusion, the C&LD Committee noted that the Company’s compensation programs include a mix of cash and equity, as well as annual, medium-term, and long-term incentives. This mix of compensation, the design features of these programs, and the Company’s respective oversight and control requirements mitigate the potential of any individual inclination toward taking unnecessary risks. The C&LD Committee also acknowledged various other features of the Company’s compensation programs, policies, and practices designed to mitigate unwarranted risk. For example, the Company’s annual cash bonus program, the Short-Term Achievement Reward (“STAR”), provides the C&LD Committee with discretion to reduce or eliminate any award that would otherwise be payable. In addition, the performance metrics under STAR include both quantitative measures (e.g., topline growth, bottom-line profits, free cash flow) and qualitative measures (e.g., relative performance, internal controls). These non-metric features mitigate the risk of an executive focusing too much on the specific financial metrics under STAR. Moreover, the performance metrics associated with the STAR Company Factor (core earnings per share growth and organic sales growth) are aligned with the Company’s business plans and strategic objectives.

Further, the C&LD Committee recognized that the Company’s longer-term incentives include a balanced portfolio of stock options, restricted stock units, and performance stock units. These longer-term incentives incorporate a variety of payout horizons that focus executives on long-term performance: 10-year terms with three-year cliff-vesting for stock options, three-year cliff-vesting for restricted stock units, and a three-year performance period for performance stock units granted under the Performance Stock Program (“PSP”). The C&LD Committee also noted that the design of the PSP reduces the likelihood that an executive will focus too much on a single performance measure by including four different performance categories with weightings of 20% or 30% each that provide for a balanced risk profile. The categories are: organic sales growth relative to competitive peers, constant currency core before-tax operating profit growth, core EPS growth, and free cash flow productivity. In addition, actual performance against goals with respect to each of these performance measures will yield a payout from a minimum of 0% to a maximum of 200% of a senior executive’s target incentive opportunity. The C&LD Committee believes that using this sliding scale approach, versus an all-or-nothing approach, discourages participants from taking unnecessary risks. Furthermore, the PSP also includes a relative Total Shareholder Return Multiplier to ensure further alignment with shareholder interests. Each of the financial measures is defined and further explained in the CD&A section of this proxy statement.

Finally, the C&LD Committee acknowledged that the Company maintains several policies intended to mitigate inappropriate risk-taking, including stock ownership guidelines for senior executives and an insider trading policy that prohibits margin and hedging transactions by senior executives. Furthermore, in addition to the mandatory Dodd-Frank Recoupment Policy, the Company maintains an additional recoupment policy for all other senior executives who are not covered by the Dodd-Frank policy. These policies provide for recoupment of compensation in the event of a financial restatement.

Cybersecurity and Information Systems

The Audit Committee has specific responsibility for reviewing the status of the security of the Company’s electronic data processing information systems and the general security, including cybersecurity, of the Company’s people, assets, and information systems. In fulfilling its duties, the Audit Committee receives regular updates from the

Company’s Chief Information Officer and Chief Information Security Officer about the Company’s information security and systems security programs and plans, including emerging trends and progress on overall enterprise cybersecurity programs and priorities. These updates occur at least three times a year, with interim updates as needed. In addition, our ERM process is designed to capture any significant enterprise risks, including cybersecurity and other risks related to our information systems. Further, potential and actual cybersecurity incidents are communicated to the Chief Information Security Officer, the Ethics & Compliance Committee, and the Audit Committee of the Board, based on documented escalation criteria, to identify trends and ensure sufficient risk mitigation.

Emerging Technologies

At times, the Company incorporates new or emerging technologies, such as AI, to enable and facilitate business objectives. As part of the Board’s review of strategic plans, it reviews significant use, and related risks, of such technologies. In addition, the I&T Committee engages with business leaders to better understand the innovation strategies and risks to assure ongoing business growth. Further, the Audit Committee reviews the Company’s use of emerging technologies as part of its risk management and ethics and compliance oversight responsibilities, and the ERM program is designed to identify significant enterprise risks related to emerging technologies, including risks related to the impact of the use of technologies on our workforce and consumers. This year, the I&T Committee reviewed how AI will be leveraged to advance business strategies, and the Audit Committee discussed how AI and advanced data capabilities are being deployed responsibly with governance and security controls embedded into AI use cases.

Sustainability

Sustainability is integrated into the Company's strategy—not a separate activity system or standalone initiative—and therefore, sustainability topics, risks, and opportunities arise in the course of the Board's broader strategic business reviews. In addition, the G&PR Committee oversees the Company's sustainability ambitions and progress. The Company also has an ESG Executive Council, comprised of senior executive officers and senior subject matter experts. The ESG Executive Council oversees the assessment and management of sustainability risks and provides strategic direction, alignment to proposed program objectives, and allocation of resources.

The most comprehensive resource for our sustainability information is our ESG Portal at www.pginvestor.com/esg.

Additional Governance Matters

Company Insider Trading Policy and Policy Regarding Employee, Officer, and Director Hedging

The Company has an insider trading policy and procedures that govern the purchase, sale, and other dispositions of its securities by directors, officers, and employees, as well as by the Company itself. We believe the policy and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable listing standards. Among other things, the insider trading policy prohibits Directors, senior executives, other designated employees, and certain persons or entities related to these individuals, from engaging in hedging, short sales, pledging, collars, or any other derivative transaction involving the use of market investments to manage the risk of price movements in Company stock or to leverage the potential return of a predicted move in Company stock.

Review and Approval of Transactions with Related Persons

The Worldwide Business Conduct Manual requires that all employees and Directors disclose all potential conflicts of interest and promptly take actions to eliminate any such conflict when the Company requests. In addition, the Company has adopted a written Related Person Transaction Policy that prohibits any of the Company’s executive

officers, Directors, or any of their immediate family members from entering into a transaction with the Company, except in accordance with the policy.

Under our Related Person Transaction Policy, the Chief Legal Officer (“CLO”) has primary responsibility for determining whether, based on the facts and circumstances, a related person has a direct or indirect material interest in a proposed or existing transaction. If the CLO determines that the related person would have a direct or indirect material interest in the transaction, the CLO must present the transaction to the Audit Committee for review or, if impracticable under the circumstances, to the Chair of the Audit Committee, who must then either approve or reject the transaction in accordance with the terms of the policy. While making this determination, the Audit Committee must consider all relevant information available and, as appropriate, take into consideration the following:

The Audit Committee may only approve the transaction if it determines that the transaction is not inconsistent with the best interests of the Company as a whole. Further, in approving any such transaction, the Audit Committee has the authority to impose any terms or conditions it deems appropriate on the Company or the related person. Absent this approval, no such transaction may be entered into by the Company with any related person. The Audit Committee has reviewed and approved the following transactions:

R. Alexandra Keith, who retired as Chief Executive Officer – Beauty and Executive Sponsor for Corporate Sustainability on February 20, 2026, is married to Christopher Keith, a long-tenured employee of the Company who retired from his position as Senior Vice President – Brand Building Transformation on December 31, 2025. Mr. Keith's total compensation last year was approximately $925,000, consisting of salary, bonus, equity grants, and retirement and health benefits. His compensation was consistent with the Company’s overall compensation principles based on his years of experience, performance, and position within the Company. Upon Ms. Keith becoming President – Global Hair Care and Beauty Sector, the Audit Committee approved the continued employment of Mr. Keith with the Company under the Company’s Related Person Transaction Policy, concluding that his continued employment was not inconsistent with the best interests of the Company as a whole.

Freddy Bharucha, Chief Executive Officer – Beauty, is married to Anita Choksi, a long-tenured employee of the Company who currently holds the position of Senior Director – Finance & Accounting, Europe Personal Health Care. Her total compensation last year was approximately $521,000, consisting of salary, bonus, equity grants, and retirement and health benefits. Her compensation is consistent with the Company's overall compensation principles based on her years of experience, performance, and position within the Company. Upon Mr. Bharucha becoming Chief Executive Officer – Beauty, the Audit Committee approved the continued employment of Ms. Choksi with the Company under the Company's Related Person Transaction Policy, concluding that her continued employment was not inconsistent with the best interests of the Company as a whole.

Other than as noted above, there were no transactions, in which the Company or any of its subsidiaries was a participant, the amount involved exceeded $120,000, and any Director, Director nominee, executive officer, or any of their immediate family members had a direct or indirect material interest reportable under applicable SEC rules or that required approval of the Audit Committee under the Company’s Related Person Transaction Policy, nor are there any currently proposed.

Compensation Committee Interlocks and Insider Participation

Mses. Lee, McCarthy, and McEvoy and Messrs. Allen, Arnold, Jimenez, and Kempczinski served on the C&LD Committee during FY 2025-26. All members of the C&LD Committee during FY 2025-26 were independent Directors, and none were employees or former officers of the Company. There are no compensation committee interlocks between the Company and any other entities in which one of our executive officers serves on the compensation committee (or equivalent) or the board of directors of another entity whose executive officer(s) served on our C&LD Committee or Board of Directors.

Availability of Corporate Governance Documents

The Company’s corporate governance documents are available on the Company’s website at www.pg.com. Additionally, copies of the Company’s Amended Articles of Incorporation, the Company’s Code of Regulations, all Committee Charters, the Corporate Governance Guidelines (including Independence Guidelines, Confidentiality Policy, and Financial Literacy and Expertise Guidelines), the Worldwide Business Conduct Manual, the Company’s Purpose, Values, and Principles and the Related Person Transaction Policy are available in print upon request by writing to the Corporate Secretary at One Procter & Gamble Plaza, Cincinnati, OH 45202-3315.

Communication with Directors and Executive Officers

Shareholders and other interested parties who wish to communicate with the Board or any particular Director, including the Lead Director, or with any executive officer of the Company, may do so by email at boardofdirectors.im@pg.com or by writing to the following address:

[Name of Director/Executive Officer or “Board of Directors”]

The Procter & Gamble Company

c/o The Corporate Secretary’s Office

One Procter & Gamble Plaza

Cincinnati, OH 45202-3315

All such correspondence is reviewed by the Corporate Secretary’s Office, which logs the material for tracking purposes. The Board has asked the Corporate Secretary’s Office to forward to the appropriate Director(s) all correspondence, except for personal grievances, items unrelated to the functions of the Board, business solicitations, advertisements, and materials that are profane.

Director Compensation

One objective of the C&LD Committee is to provide non-employee members of the Board a compensation package consistent with the median of the compensation peer group, as described on pages 50-53. Non-employee members of the Board received the following compensation:

Directors can elect to receive any part of their fees or retainer (other than the annual grant of Restricted Stock Units (“RSUs”)) as cash, RSUs, or unrestricted stock. Non-employee members of the Board must own Company stock and/or RSUs worth six times their annual retainer. A number of the non-employee Directors were appointed or elected to the Board within the last few years. However, all non-employee Directors either meet or are on track to meet the ownership requirements within the five-year period established by the C&LD Committee.

The following table and footnotes provide information regarding the compensation paid to the Company’s non-employee Directors in FY 2025-26. Directors who are employees of the Company receive no compensation for their service as Directors. For FY 2025-26, Messrs. Moeller and Jejurikar were employee Directors and did not receive a retainer, fees, or a stock award for their Board service.