DEF 14A of Procter & Gamble Co, Aug 28, 2026

DEF 14A of Procter & Gamble Co

Filed Aug 28, 2026 · FY20260001193125-26-372211

Open on EDGAR

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

    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.

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

    | Among our 12 Director nominees, 33% are female and 50% are racially/ethnically diverse. |

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

    | | The Board of Directors recommends a vote FOR each Director nominee. |

  4. Key Elements of FY 2025-26 Executive Compensation Program

    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.

  5. CEO Compensation Highlights

    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.

  6. Commonly Used Terms in this Proxy Statement

    | C&LD | Compensation & Leadership Development | | CEO | Chief Executive Officer | | CFO | Chief Financial Officer | | CHRO | Chief Human Resources Officer | | CIO | Chief Information Officer | | CISO | Chief Information Security Officer | | CLO | Chief Legal Officer | | COO | Chief Operating Officer | | EDCP | Executive Deferred Compensation Plan | | EGLIP | Executive Group Life Insurance Program | | EPS | Earnings Per Share | | ERM | Enterprise Risk Management | | ESG | Environmental, Social, and Governance | | FY | Fiscal Year | | GIA | Global Internal Audit | | G&PR | Governance & Public Responsibility | | I&T | Innovation & Technology | | IRA | International Retirement Arrangement | | IRP | International Retirement Plan | | ISOP | International Stock Ownership Plan | | LTIP | Long-Term Incentive Program | | NEO | Named Executive Officer | | NYSE | New York Stock Exchange | | PSP | Performance Stock Program | | PST | Profit Sharing Trust and Employee Stock Ownership Plan | | PSU | Performance Stock Unit | | RSU | Restricted Stock Unit | | SEC | Securities and Exchange Commission | | STAR | Short-Term Achievement Reward | | TSR | Total Shareholder Return |

  7. Our Director Nominees’ Skills, Experiences, and Backgrounds

    Our Director Nominees’ Skills, Experiences, and Backgrounds

  8. Our Director Nominees’ Skills, Experiences, and Backgrounds

    | | Marketing Directors with experience identifying, developing, and marketing new products, as well as identifying new areas for existing products, can positively impact the Company’s results, including by helping the Company understand and anticipate evolving marketing platforms and practices. | | | Consumer Industry/Retail Directors with experience serving consumers, particularly in the areas of marketing and selling products or services, provide valuable insights to the Company. They understand consumer needs, recognize products and marketing campaigns that might resonate with consumers, and identify potential changes in consumer trends and buying habits. | | | Global Directors who have worked in global companies or whose work has encompassed significant experience in or interactions with markets outside of the United States bring valuable knowledge to the Company, including exposure to different cultural perspectives and practices, and provide critical insight in light of the Company’s global scope and significant international revenues. | | | Corporate Governance Directors with experience in corporate governance, such as service on boards and board committees, or as governance executives of other large public companies, are familiar with the dynamics and operation of a board of directors and the impact that governance policies have on the Company. This experience supports the Company’s goals of strong Board and management accountability, transparency, and protection of shareholder interests. | | | Leadership/Strategy/Risk Management Directors with significant leadership experience over an extended period, including as chief executive officers, provide the Company with unique insights. These individuals demonstrate a practical understanding of how large organizations operate, the importance of talent management, and the complex considerations in setting employee and executive compensation. They understand strategy, productivity, and risk management, and how these factors impact the Company’s operations and controls. Further, their own significant leadership skills and experiences enable them to help identify and develop other successful leaders. | | | Digital/Technology/Innovation Directors with digital and technology experience help the Company understand the evolution of fast-paced technology, assess and respond to potential cybersecurity challenges and risks, and improve efficiency and productivity through oversight of the selection and implementation of new technologies, including AI, to enhance business operations, marketing, and selling. Additionally, innovation is one of the Company’s core strengths and is critical in helping us translate our consumer understanding into new and successful products. Directors with an understanding of innovation help the Company focus its efforts in this important area and track progress against strategic goals and benchmarks. | | | Finance Directors with an understanding of accounting and financial reporting processes, particularly in large, global businesses, provide an important oversight role. The Company employs several financial targets to measure its performance, and accurate financial reporting is critical to the Company’s legal compliance and overall success. Directors with financial experience are essential for ensuring effective oversight of the Company’s financial measures and processes. | | | Government/Regulatory/Public Policy Directors with government and public policy experience, whether as members of the government or through extensive interactions with government leaders, policy makers, and regulatory agencies, can recognize, identify, and understand the key issues the Company faces in a global economy increasingly affected by the role of governments and regulators. This experience is particularly helpful during times of increased volatility, activity, and uncertainty in global politics and economics. | | | Environmental Sustainability Directors who have particular experience leading or overseeing corporate environmental sustainability efforts can provide unique insights and perspectives. These Directors, through oversight of environmental strategy and programs, engagement in strategic partnerships, or broader community impact work, understand the importance of ensuring our sustainability efforts across areas like climate, water, waste, nature, and responsible sourcing remain integrated into our strategy for long-term growth and value creation. |

  9. 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.

  10. Our Director Nominees’ Skills, Experiences, and Backgrounds

    | | | Allen | Arnold | Biggs | Bonini | Chang | Jejurikar | Jimenez | Kempczinski | McCarthy | McEvoy | Portman | Subramaniam | | SKILLS & EXPERIENCE | | | | | | | | | | | | | | | | Marketing | | | | · | · | · | · | · | | · | | · | | | Consumer Industry / Retail | | | · | | · | · | · | · | · | · | | | | | Global | · | · | · | · | · | · | · | · | · | · | · | · | | | Corporate Governance | · | · | · | | · | · | · | · | · | · | | · | | | Leadership / Strategy / Risk Management | · | · | · | · | · | · | · | · | · | · | · | · | | | Digital / Technology / Innovation | · | · | · | | · | · | · | · | | · | · | · | | | Finance | · | · | · | · | | | | | · | | | | | | Government / Regulatory / Public Policy | · | | | · | | | | | | | · | | | | Environmental Sustainability | · | | | · | | · | | · | | | · | · | | | The Board of Directors recommends a vote FOR each of the Director nominees to hold office until the 2027 annual meeting of shareholders and until their successors are elected. | | | | | | | | | | | | |

  11. Craig Arnold

    Craig Arnold Age 66

  12. B. Marc Allen

    B. Marc Allen Independent Director since 2021 Age 53

  13. B. Marc Allen

    | | | | Mr. Allen is the Chief Executive Officer of Electra.aero (aircraft designer and manufacturer), a position he has held since August 2024. Prior to joining Electra.aero, Mr. Allen held several leadership positions at The Boeing Company (aerospace, commercial jetliners, and military defense systems), including President, Boeing International and Chief Strategy Officer, serving on the Boeing Executive Council from 2015 to 2023. In addition, from 2019 to 2020, he served as President, Embraer Partnership and Group Operations. Prior to his Executive Council roles, Mr. Allen held several other senior positions at Boeing from 2007 to 2015, including responsibility for the operational and financial performance of Boeing’s wholly-owned customer finance subsidiary as President of Boeing Capital Corporation, responsibility for the company’s business in China as Chairman and President of Boeing (China) Co., Ltd., and leadership of the company’s international legal practice group as Vice President for Global Law Affairs and Boeing International General Counsel. In addition to his tenure at Boeing, Mr. Allen was a practicing attorney and law clerk to former U.S. Supreme Court Justice Anthony M. Kennedy. He is an Aspen Institute Henry Crown Fellow, member of the Council on Foreign Relations, and served for many years as board chairman for International Justice Mission, a nonprofit dedicated to combating forced labor slavery, human trafficking, and violence against the poor. SKILLS AND QUALIFICATIONS Mr. Allen brings a wealth of insight and practical expertise to the Board, including notable global experience gained from his leadership of Boeing’s international operations. Further, his proven leadership, strategy, and risk management skills, developed over his 17 years of senior business and legal roles at Boeing, including his position as Chief Strategy Officer, allow Mr. Allen to provide thoughtful, strategic counsel to the Company on a wide range of matters, including long-term business planning, investments, corporate development, and environmental sustainability. Having previously led Boeing’s international legal practice group from its inception, overseeing government affairs and cross-border trade regulation matters, and leading Boeing Capital Corporation, Mr. Allen also brings significant insight and experience regarding government and regulatory affairs, corporate governance, and financial oversight to the Board. As the CEO of Electra.aero, Mr. Allen now operates at the forefront of innovation and technology, with a focus on entrepreneurial market disruption and new product category development. Committees: Audit, Compensation & Leadership Development | Mr. Arnold is the former Chairman and Chief Executive Officer of Eaton Corporation (a global intelligent power management company), a position he held from 2016 to 2025. Mr. Arnold was appointed a member of the company’s board of directors and named Eaton’s President and Chief Operating Officer in 2015. Prior to this role, he served as Vice Chairman and Chief Operating Officer of the company’s Industrial Sector from 2009 to 2015 and as Senior Vice President and Group Executive of the Fluid Power Group from 2000 to 2009. Before joining Eaton, Mr. Arnold worked for General Electric Company, where he served as Corporate Vice President and President, GE Lighting Services Ltd., leading the company’s lighting business in Europe, the Middle East, Africa, and India. He also served as Corporate Vice President and President of GE Plastics, Greater China, and then of GE Appliances, Asia, from 1997 to 1999. Currently, Mr. Arnold is lead independent director for Medtronic plc. and Chairman of the Board at Honeywell Aerospace Inc. In addition, he is a member of The Business Council, the advisory board of The Salvation Army of Greater Cleveland, and the board of the United Way of Greater Cleveland. SKILLS AND QUALIFICATIONS Mr. Arnold’s expertise in leading businesses with complex operating footprints, sophisticated and extensive manufacturing, and global supply chains provides a critical perspective to the Company. His significant international experience allows him to bring meaningful insights related to constructive disruption across markets. In addition, as a seasoned executive at both Eaton and GE, he has a keen understanding of how to effectively use technology and innovation to enable long-term growth. Over the course of his career, he also has developed significant leadership, strategy, and risk management skills, having led a large-scale restructuring program and later leading Eaton through a strategy to incorporate more renewable fuels through well-placed investment, innovation, and employment of digital technologies. Further, as a board chair and lead director with years of experience on multiple public company boards, Mr. Arnold has amassed substantial corporate governance and financial oversight skills. Other Public Company Boards: Honeywell Aerospace Inc. (independent chair since June 2026), KKR & Co., Inc. (since 2025), Medtronic plc (since 2015, lead independent director since 2022), Honeywell International (2025 to June 2026), Eaton Corporation (2016 to 2025) Committees: Audit, Compensation & Leadership Development |

  14. Sheila Bonini

    Sheila Bonini Age 62

  15. Brett Biggs

    Brett Biggs Independent Director since 2023 Age 58

  16. Brett Biggs

    | | | | Mr. Biggs is the former Executive Vice President and Chief Financial Officer of Walmart, Inc. (global retailer), a role he held from 2016 until June 2022, when he assumed the position of Executive Advisor until his retirement in January 2023. Prior to his time as CFO of Walmart, Inc., Mr. Biggs served as CFO of Walmart International from 2014 to 2016 and of Walmart U.S. from 2012 to 2014. He also served as Senior Vice President Operations for Sam’s Club from 2010 to 2012. During his more than 20-year career with Walmart, Mr. Biggs held several other leadership roles, including CFO of Sam’s Club, Senior Vice President – Corporate Finance and Assistant Treasurer, and Senior Vice President – International Strategy and Mergers and Acquisitions. Prior to joining Walmart in 2000, Mr. Biggs worked in roles related to corporate finance and mergers and acquisitions with Leggett & Platt (manufacturing), Phillips Petroleum Co., and Price Waterhouse. In addition to his private sector work, Mr. Biggs previously served on the American Red Cross Board of Governors, on the Board of Regents at Pepperdine University, and on the Board of Trustees of the National Urban League. SKILLS AND QUALIFICATIONS Mr. Biggs is a seasoned leader and financial expert, having served as CFO of one of the world’s largest multinational companies in the consumer industry and retail space and holding multiple CFO and related executive roles at Walmart, its subsidiaries, and other organizations during his career. As a result, Mr. Biggs contributes significant insight and expertise related to complex financial matters, including accounting and financial reporting, tax, treasury, and capital strategy. In addition, Mr. Biggs has demonstrated leadership, strategy, and risk management experience, having served on Walmart’s senior leadership team and in numerous strategy-related positions. His global experience, gained as CFO of Walmart International and through his leadership of Walmart’s expansion and partnerships in countries like Japan, China, India, the United Kingdom, and Brazil, enable him to bring critical perspective on the challenges and opportunities facing multinationals. Mr. Biggs also contributes unique digital, technology and corporate governance insights, having served as a key leader during Walmart’s transition from traditional brick and mortar to broader omnichannel retail operations, as a member of the board of Walmart’s FinTech startup joint venture with Ribbit Capital, and as a director at Adobe, Inc., one of the world’s largest digital media and digital experience software companies. Other Public Company Boards: J.B. Hunt Transport Services, Inc. (since 2025), YUM! Brands, Inc. (since 2023), Adobe, Inc. (2022 to 2025) Committees: Audit, Innovation & Technology | Ms. Bonini is Senior Vice President of Private Sector Engagement for World Wildlife Fund (nonprofit conservation organization), a role she has held since 2016. From 2014 to 2016, she served as Chief Executive Officer of The Sustainability Consortium, a global nonprofit organization focused on making consumer products more sustainable. Prior to this role, Ms. Bonini spent more than fifteen years with McKinsey & Company (consulting) in roles in the United States, Europe, and South America, including serving as a Senior Expert Consultant in the firm’s Sustainability and Resource Productivity Practice, as co-leader of its Sustainability Transformation Service, and as a Senior Expert Consultant in its Strategy Practice focusing on Regulatory and Business in Society. Ms. Bonini holds a degree in Applied Mathematics from Harvard University and an MBA from Stanford University Graduate School of Business and began her career working in investment banking with Goldman Sachs Group and Merrill Lynch. She currently serves on the boards of The Sustainability Consortium and the High Meadows Institute, a policy institute focused on the role of business leadership in creating a sustainable society. SKILLS AND QUALIFICATIONS Throughout much of her career, Ms. Bonini has focused on the intersection of environmental sustainability and value creation. In her role with WWF-US, Ms. Bonini oversees a broad global portfolio of partnerships with leading companies from around the world, focusing on driving sustainability efforts across climate, nature, and people in both company supply chains and in consumer habits and choices. This work, coupled with her prior leadership of The Sustainability Consortium, where she focused on strategies to transform consumer goods across the full product lifecycle, and her multiple international consulting roles with McKinsey, enable her to contribute valuable environmental sustainability, marketing, and regulatory experience and insight to the Board. Additionally, as a proven leader, strategic advisor, and well-regarded expert, Ms. Bonini contributes meaningful leadership, strategy, and risk management skills across business and sustainability matters, drawing upon her experience and education in finance-related fields to provide value-driven insights and perspective. Committees: Governance & Public Responsibility, Innovation & Technology |

  17. Shailesh G. Jejurikar

    Shailesh G. Jejurikar Director since 2025 Age 59

  18. Amy L. Chang

    Amy L. Chang Independent Director since 2017 Age 49

  19. Amy L. Chang

    | | | | Ms. Chang is a former Executive Vice President of Cisco Systems, Inc. (networking technology), where she served as Executive Vice President and Executive Advisor from 2020 to 2021 and as General Manager of Cisco’s Collaboration Technology Group from 2018 to 2020. She is the founder and former Chief Executive Officer of Accompany, Inc. (relationship intelligence AI), a position she held from 2013 to 2018. She previously held positions of increasing responsibility at Google, Inc. from 2005 to 2012, most recently serving as Global Head of Product, Google Ads Measurement and Reporting. Prior to joining Google, she held product management and strategy positions at eBay, Inc. and served as a consultant with McKinsey & Company, specializing in semi-conductors, software, and services. In addition to her directorships listed below, she was a member of Target Corporation’s Digital Advisory Council from 2013 to 2016. She currently serves as an advisor with Google’s Moonshot Factory (X) and on the Executive Council for UCSF Health, Temasek Americas Advisory Board, and Stanford Engineering Leadership Council. SKILLS AND QUALIFICATIONS Ms. Chang’s extensive digital, technology, innovation, and marketing experience, both as a digital startup founder and as head of product at Google Analytics, enables her to provide unique and important insights to the Board about digital industry trends, developments in AI, evolving marketing practices and data analytics, with particular application to the consumer industry and retail space. Additionally, as a former Cisco executive, with experience running a global team at an enterprise with a significant global footprint and supply chain, and as the founder and CEO of a digital startup company, Ms. Chang’s leadership, strategy, and risk management experience in a fast-paced environment gives her critical perspective on understanding consumers and driving innovation. Further, her service on multiple public company boards, including on nominating and governance committees, affords her meaningful corporate governance understanding and insight. Other Public Company Boards: Salesforce, Inc. (since 2025), The Walt Disney Company (since 2021), Marqeta, Inc. (2021 to 2022), Cisco Systems, Inc. (2016 to 2018) Committees: Governance & Public Responsibility, Innovation & Technology (Chair) | Mr. Jejurikar is Chairman, President and Chief Executive Officer of the Company. He assumed the role of President and CEO in January 2026 and was named Chairman of the Board effective August 1, 2026. He formerly served as Chief Operating Officer from 2021 to 2025, having had profit/loss responsibility for P&G’s Enterprise Markets (Latin America, India, Middle East, Africa, Southeast Asia and Eastern Europe) and had accountability for several functions, including Information Technology, Global Business Services, Sales, Market Operations, Purchasing, Manufacturing, Distribution, and New Business. Mr. Jejurikar has held positions of increasing responsibility since joining the Company in 1989, working in North America, Europe, Asia and Africa across the Fabric Care, Home Care, Health Care, and Beauty businesses. Prior to his appointment as COO, he served as Chief Executive Officer – Global Fabric and Home Care from 2019 to 2021, President – Global Fabric Care & Home Care Sector from 2018 to 2019, and President – Global Fabric Care from 2015 to 2018. In addition, Mr. Jejurikar served as the Company’s Executive Sponsor, Global Sustainability from 2016 to 2021, ensuring full integration of the Company’s sustainability efforts into the day-to-day business to further enable value creation for the Company, consumers, and shareholders. Mr. Jejurikar has also served on the boards of numerous civic and educational organizations. He is currently the Chair of the Cincinnati Center City Development Corporation, a nonprofit organization focused on strategically revitalizing Cincinnati’s urban core. SKILLS AND QUALIFICATIONS Mr. Jejurikar brings a wealth of global and operational knowledge and a wide array of experience in leadership, strategy, and risk management across businesses, functions, and geographies. His career has spanned regional and global brand development, commercial strategy, and end-to-end business management, with a proven ability to adapt to diverse consumer landscapes and deliver strong business results. In his role leading the Company’s largest business sector, Fabric & Home Care, he led the team in delivering industry-leading results and value creation through innovation, a synchronized end-to-end supply chain, brand-building, and sales. As COO, he helped lead development of renewed strategies in supply chain management, Information Technology, and Global Business Services. His deep consumer expertise in both developed and developing regions, global perspective, and integrated leadership approach brings valuable insights on scaling businesses, navigating operational complexity, and sustaining long-term growth. Other Public Company Boards: Otis Worldwide Corporation (2020-2025) |

  20. Christopher Kempczinski

    Christopher Kempczinski Age 57

  21. Christopher Kempczinski

    | | | | Mr. Jimenez is Co-Founder and Managing Director at Aditum Bio (biotech venture fund). He is the former Chief Executive Officer of Novartis AG (global healthcare), a position he held from 2010 to 2018. Prior to this role, he held several senior positions at Novartis from 2007 to 2010, including Division Head, Novartis Pharmaceuticals, and leadership of the company’s Consumer Health Division. Mr. Jimenez was an Advisor to the Blackstone Group L.P. from 2006 to 2007. He also held various leadership roles at H.J. Heinz Company (packaged food) in Europe and North America from 1999 to 2006, including Executive Vice President, President, and CEO of Heinz Europe from 2002 to 2006 and President and CEO of H.J. Heinz Company North America from 1999 to 2002. Mr. Jimenez also held several leadership positions at ConAgra Foods (packaged food) from 1993 to 1998. SKILLS AND QUALIFICATIONS Mr. Jimenez, in addition to his proven corporate governance experience gained from his leadership of Novartis and service on several public company boards, has a strong track record of strategic technology and innovation expertise, particularly in the healthcare business, one of the Company’s key sectors. He is recognized for his innovation pipeline development while serving as CEO of Novartis and brings to the Board deep skills and experiences in leadership, strategy, and risk management in both healthcare and the consumer industry/retail segment more broadly. In his role as CEO, he was also involved in several environmental sustainability efforts related to climate and water, and led the company’s diversity and inclusion task force. In addition, not only does Mr. Jimenez offer critical global perspective gained from his multiple leadership roles outside the United States, he provides the Board with unique perspective on adapting and innovating business models in a dynamic external environment. This extensive experience across the consumer products and healthcare industries enables him to meaningfully advise the Board and management on commercial, innovation, marketing, and strategic issues. Other Public Company Boards: Quantinuum Inc. (since June 2026), General Motors Company (since 2015), Century Therapeutics, Inc. (2019 to 2025), Graphite Bio, Inc. (2020 to 2024) Committees: Compensation & Leadership Development, Governance & Public Responsibility (Chair) | Mr. Kempczinski is Chairman, President and Chief Executive Officer at McDonald’s Corporation (restaurant operator and franchisor), having been appointed Chairman in May 2024 in addition to his role as President and Chief Executive Officer, which he has held since 2019. He previously served as President, McDonald’s USA from 2017 to 2019 and as Executive Vice President – Strategy, Business Development and Innovation from 2015 to 2016. Before joining McDonald’s, Mr. Kempczinski held several leadership roles at The Kraft Heinz Company (food and beverage), including Executive Vice President of Growth Initiatives and President of Kraft International from 2014 to 2015; President of Kraft Canada from 2012 to 2014; and Senior Vice President – U.S. Grocery from 2008 to 2012. Prior to these roles, he worked at PepsiCo in a variety of operating and strategic planning roles. Mr. Kempczinski began his career in brand management at P&G and was also a strategy consultant at The Boston Consulting Group. He currently serves on the Board of Trustees for the Ronald McDonald House Charities. SKILLS AND QUALIFICATIONS Mr. Kempczinski’s considerable experience in consumer industry/retail, as a leader in both the consumer packaged food and the dynamic quick-service restaurant industries, enable him to bring relevant and actionable insights, including valuable marketing and brand building perspective, to the Board. As CEO of McDonald’s, which has significant global operations, Mr. Kempczinski brings considerable insight into the operating, regulatory, and cultural complexities associated with the Company’s global footprint. He has further demonstrated his skills and expertise in technology and innovation in his leadership of global strategy and innovation at McDonald’s, where business transactions increasingly occur through digital channels, and has played a key role in accelerating growth through innovation at the company by prioritizing these areas within its strategy. Further, Mr. Kempczinski’s recognized leadership, strategy, and risk management abilities have allowed him to guide McDonald’s through the dynamic challenges and opportunities posed by current global operating conditions, including with respect to key environmental sustainability strategies, which have been highly valuable to the Board as it oversees the Company’s long-term growth and operating strategy. Other Public Company Boards: McDonald’s Corporation (since 2019) Committees: Audit, Compensation & Leadership Development (Chair) |

  22. Joseph Jimenez

    Joseph Jimenez Independent Director since 2018 Lead Director since 2021

  23. Christine M. McCarthy

    Christine M. McCarthy Age 71

  24. Ashley McEvoy

    Ashley McEvoy Independent Director since 2023 Age 55

  25. Ashley McEvoy

    | | | | Ms. McCarthy is the former Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company (global entertainment), a position she held from 2015 to 2023, when she assumed the position of Strategic Advisor until her retirement in June 2024. Prior to her appointment as CFO, she held positions of increasing responsibility at Disney, serving as Executive Vice President, Corporate Real Estate, Alliances and Treasurer from 2005 to 2015, after joining Disney as Senior Vice President and Treasurer in 2000. Ms. McCarthy previously served as Executive Vice President and Chief Financial Officer of Imperial Bancorp from 1997 to 1999. From 1981 to 1996, she held various positions at First Interstate, including Executive Vice President, Finance in 1993. Ms. McCarthy currently serves on the Board of Trustees of the Carnegie Institution for Science, an independent research institution dedicated to advancing scientific investigation, research, and discovery in service of humankind, and the Westridge School. She has also served on the boards of numerous other civic and educational organizations, including Phoenix House of California, Inc., the Los Angeles Philharmonic Association, UCLA Anderson School of Management, and Smith College. SKILLS AND QUALIFICATIONS Ms. McCarthy’s more than 30 years of experience in finance, including service as CFO of The Walt Disney Company, enable her to contribute to the Board her extensive understanding of complex financial analysis and reporting for a global, consumer-facing company. Further, her experience at Disney and leadership of its brand and franchise management groups affords her valuable perspective on the consumer industry and long-term brand building. In addition, as CFO, Ms. McCarthy led Disney’s strategy and merger & acquisition teams. She was a core member of Disney’s acquisition teams for more than 20 years and worked on and led significant deals outside of the United States. In her oversight of Disney’s worldwide finance organization, which included corporate real estate, corporate alliances and partnerships, enterprise controllership, investor relations, risk management, tax, and treasury, Ms. McCarthy had global responsibilities and experience, including supervision of Disney’s global enterprise technology, global security, and cybersecurity groups. She also oversaw the Disney Accelerator, a business development program designed to advance the growth of innovative companies from around the world. This significant scope and experience provide her with extensive leadership, strategy, and risk management skills and valuable corporate governance experience. Other Public Company Boards: CoStar Group, Inc. (since 2025), Flutter Entertainment (since 2024) Committees: Audit (Chair), Compensation & Leadership Development | Ms. McEvoy is President and Chief Executive Officer of Insulet Corporation (healthcare), a position she has held since April 2025. Prior to joining Insulet, Ms. McEvoy spent more than two decades at Johnson & Johnson, most recently serving as Executive Vice President and Worldwide Chairman of MedTech from 2018 to 2023. In this role, she led a global portfolio spanning surgery, orthopaedics, interventional solutions, and eye health, while advancing strategic investments in high-growth areas including robotics, digital surgery, and telehealth. Prior to this, she served as Company Group Chairman, Consumer Medical Devices from 2014 to 2018 and as Company Group Chairman, Vision and Diabetes Care from 2012 to 2014. Ms. McEvoy also led J&J’s global suture products business as Worldwide President, Ethicon Products from 2009 to 2011, served as President, McNeil Consumer Healthcare from 2006 to 2009, and served as Vice President, Marketing and General Manager, McNeil Labs from 2003 to 2006. She joined J&J in 1996 as an Assistant Brand Manager, having previously worked in advertising at both Grey Advertising and J. Walter Thompson (now Wunderman Thompson). Ms. McEvoy also previously served on the Board of Trustees of the Children’s Hospital of Philadelphia. SKILLS AND QUALIFICATIONS Ms. McEvoy brings to the Board a breadth of leadership, strategy, and risk management experience derived from various roles, where she has led significant and diverse businesses with global footprints. She further draws upon her skills and experience in marketing and insights from her work in the consumer industry, which she developed initially in the advertising industry and further strengthened in her roles at J&J in marketing and brand management in the consumer healthcare space. Her perspective as a seasoned leader in the global healthcare industry is particularly important to the Board given the continued strategic importance of this sector to the Company in markets around the world. In addition, Ms. McEvoy has been recognized for her transformative innovation approach, driving strategic investments in innovation platforms and commercial executions that delivered significant growth for J&J’s MedTech business as well as the enhancement of in-house digital capabilities in collaboration with leading technology companies, consistent with the Company’s focus on driving digital acumen enterprise-wide to enable long-term growth. Other Public Company Boards: Insulet Corporation (since 2025) Committees: Compensation & Leadership Development, Innovation & Technology |

  26. Rajesh

    Rajesh

  27. Subramaniam

    Subramaniam Independent Director since 2022 Age 60

  28. Robert J. Portman

    Robert J. Portman Independent Director since 2023 Age 70

  29. Robert J. Portman

    | | | | Mr. Portman is a former United States Senator, having represented the State of Ohio from 2011 until his retirement in 2023. He previously served in cabinet-level positions in the executive branch, first as U.S. Trade Representative from 2005 to 2006 and then as Director of the Office of Management and Budget (“OMB”) from 2006 to 2007. From 1993 to 2005, he served as a Congressman in the U.S. House of Representatives. Mr. Portman, who holds a Juris Doctor from the University of Michigan School of Law, began his career in private legal practice and later worked as Associate Counsel and then Director of Legislative Affairs under President George H. W. Bush from 1989 to 1991. He currently serves as a Distinguished Visiting Fellow in the Practice of Public Policy at the American Enterprise Institute and is the founder of the Portman Center for Policy Solutions within the University of Cincinnati’s School of Public and International Affairs, which focuses on fostering civility and bipartisanship among future public service leaders. He also serves on the boards of the National Park Foundation and Habitat for Humanity International. SKILLS AND QUALIFICATIONS With his legal experience and public service career that spanned three decades and four presidential administrations, including multiple terms in both houses of Congress, Mr. Portman brings deep and significant government, regulatory, and public policy expertise to the Board. As Director of the OMB, he oversaw development of the executive budget and administration of federal agency performance. Through both his service on the Senate Foreign Relations Committee and in his role as U.S. Trade Representative, Mr. Portman developed unique global knowledge and expertise, particularly as it relates to international tax and trade policy, that benefits the Board as it oversees the Company’s operations in markets around the world. He is also recognized for his leadership, strategy, and risk management skills, having led bipartisan policymaking efforts across key issues including infrastructure, trade, energy, taxes, and workforce development and ultimately securing enactment of more than 200 bills across both Republican and Democratic administrations. In addition, Mr. Portman has focused on critical digital and technology issues, founding the Senate’s AI Caucus and advocating for improved cybersecurity practices, including co-authoring the bill that would become the Cyber Incident Reporting for Critical Infrastructure Act of 2022. As a result, he brings meaningful insight and expertise on how technology, infrastructure, and cybersecurity intersect within government and private enterprise, further strengthening the Board’s oversight of this important area. Added to this is a keen understanding of environmental sustainability issues and strategy development, gained through his leadership roles at conservationist organizations. Committees: Governance & Public Responsibility, Innovation & Technology | Mr. Subramaniam is President and Chief Executive Officer at FedEx Corporation (transportation and business services), a position he has held since June 2022. He previously served as President and Chief Operating Officer of FedEx from March 2019 to May 2022, as President and Chief Executive Officer of Federal Express Corporation (“FedEx Express”) from January 2019 to March 2019, and as Executive Vice President – Chief Marketing & Communications Officer of FedEx from January 2017 to December 2018. Prior to these roles, Mr. Subramaniam held various leadership positions in operations and marketing across the FedEx portfolio of operating companies, including as a Senior Vice President and Vice President in the company’s Canada and Asia Pacific businesses. Originally from India, he holds master’s degrees in chemical engineering and business administration and began his career with FedEx in 1991. He also serves as a board member with the U.S.-India Strategic Partnership Forum, as a member of the U.S.-India CEO Forum, and as Vice Chair of the U.S.-China Business Council. Mr. Subramaniam was appointed to the President’s Export Council, the principal national advisory committee on international trade, in 2023. SKILLS AND QUALIFICATIONS Mr. Subramaniam’s significant leadership roles across FedEx’s businesses afford him broad leadership, strategy, and risk management skills, particularly in the areas of corporate operations, strategy, communications, and marketing. In addition, his global leadership experience in markets outside the United States and focus on the continued globalization of FedEx’s operations and business allows him to contribute unique insights and perspective to the Board. Mr. Subramaniam has also been recognized for his digital, technology, and innovation skills, which include strengthening FedEx’s operating strategy, growing its e-commerce business, and driving digital transformation of its global supply chain, including the prioritization of environmental sustainability work within FedEx’s operations. These skills, including the use of digital innovation to promote sustainability and network optimization, are highly valuable to the Board as the Company continues to focus on strategic opportunities for ongoing supply chain innovation and increased digital acumen. Other Public Company Boards: FedEx Corporation (since 2020), First Horizon Corporation (2016 to 2022) Committees: Governance & Public Responsibility, Innovation & Technology |

  30. Robert J. Portman

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

  31. Independent Lead Director

    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:

  32. Independent Lead Director

    | • Preside at all meetings of the Board in the absence of, or upon the request of, the Chairman of the Board • Lead regular executive sessions of the independent Directors • Provide input to and approve agendas for the Board meetings and information sent to the Board • Approve meeting schedules to assure sufficient time for discussion of all agenda items • Call special meetings of the Board as necessary to address important or urgent Company issues • Call meetings of the non-employee and/or independent Directors, with appropriate notice • Advise the G&PR Committee and the Chairman of the Board on the membership of the various Board Committees and the selection of Committee chairpersons • Advise the Chairman of the Board on the retention of advisors and consultants who report directly to the Board | • Advise the Chairman of the Board and CEO, as appropriate, on issues discussed at executive sessions of non-employee and/or independent Directors • Review with the CEO, throughout the year, the non-employee Directors’ ongoing evaluation of and feedback on the CEO’s performance • Serve as principal liaison between the non-employee and/or independent Directors, as a group, and the Chairman of the Board and CEO, as necessary • Engage when necessary and appropriate, after consultation with the Chairman of the Board and CEO, as the liaison between the Board and the Company’s shareholders and other stakeholders • Foster open dialogue and constructive feedback among the independent Directors • Facilitate cross-Committee feedback • Select an interim Lead Director to preside over meetings at which he or she cannot be present |

  33. Independent Lead Director

    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.

  34. Compensation-Related Risk

    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.

  35. Communication with Directors and Executive Officers

    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. 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: • A grant of RSUs following election to the Board at the Company’s October 14, 2025 annual meeting of shareholders, with a value of $220,000, or, in the event a Director was appointed to the Board later in the fiscal year, a prorated portion of such RSU grant. These RSUs earn dividend equivalents at the same rate as dividends paid to shareholders. The annual RSU grant will settle on the one-year service date with an option for Directors to defer settlement to a date that occurs after they leave the Board. • An annual retainer fee of $120,000 paid in quarterly increments • An additional annual retainer paid to the Lead Director and Chair of each Committee as follows: Lead Director, $50,000; Chair of the Audit Committee, $30,000; Chair of the C&LD Committee, $25,000; Chairs of the G&PR and I&T Committees, $20,000 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.

  36. Communication with Directors and Executive Officers

    | Director Compensation | | | | | | | | | Fees | | | | | | | | | Committee Chair & Lead Director Fees | Total Fees Earned or Paid in Cash1 | | | | | | Annual Retainer | | | Stock Awards2 | All Other Compensation3 | | | | | | | | | Total | | Name | ($) | ($) | ($) | ($) | ($) | ($) | | B. Marc Allen | 120,000 | — | 120,000 | 220,000 | — | 340,000 | | Craig Arnold | 120,000 | — | 120,000 | 220,000 | — | 340,000 | | M. Brett Biggs | 120,000 | — | 120,000 | 220,000 | — | 340,000 | | Sheila Bonini | 120,000 | — | 120,000 | 220,000 | — | 340,000 | | Amy L. Chang | 120,000 | 20,000 | 140,000 | 220,000 | — | 360,000 | | Joseph Jimenez | 120,000 | 70,000 | 190,000 | 220,000 | — | 410,000 | | Christopher Kempczinski | 120,000 | 22,147 | 142,147 | 220,000 | — | 362,147 | | Debra L. Lee* | 120,000 | — | 120,000 | 220,000 | — | 340,000 | | Terry J. Lundgren* | 34,565 | 4,959 | 39,524 | — | — | 39,524 | | Christine M. McCarthy | 120,000 | 30,000 | 150,000 | 220,000 | — | 370,000 | | Ashley McEvoy | 120,000 | — | 120,000 | 220,000 | — | 340,000 | | Robert Portman | 120,000 | — | 120,000 | 220,000 | — | 340,000 | | Rajesh Subramaniam | 120,000 | — | 120,000 | 220,000 | — | 340,000 | | Patricia A. Woertz* | 34,565 | — | 34,565 | — | — | 34,565 |

  37. Communication with Directors and Executive Officers

    | * Due to her retirement from the Board, Ms. Lee is not standing for reelection at the 2026 annual meeting. Mr. Lundgren and Ms. Woertz retired from the Board effective October 14, 2025; amounts reflected are prorated through October 14, 2025. | | (1) Director fees are paid quarterly. Each Director may elect to take these fees in cash, unrestricted stock, RSUs (which vest immediately and earn dividend equivalents), or a combination of the three. Other than as noted below, the Director fees were paid in cash. |

  38. Communication with Directors and Executive Officers

    | | Fees taken as RSUs ($) | Grant Date Fair Value of RSUs ($) | Fees taken as Common Stock ($) | Grant Date Fair Value of Common Stock ($) | | Mr. Arnold | 115,000 | 115,307 | — | — | | Mr. Jimenez | 185,000 | 185,298 | — | — | | Mr. Kempczinski | 137,147 | 137,432 | — | — | | Mr. Lundgren | 39,524 | 39,705 | — | — | | Ms. McCarthy | 145,000 | 145,413 | — | — | | Ms. McEvoy | 60,000 | 60,158 | 55,000 | 55,149 | | Mr. Portman | 30,000 | 30,421 | — | — | | Ms. Woertz | 34,565 | 34,762 | — | — |

  39. Communication with Directors and Executive Officers

    | (2) Upon election at the Company’s annual meeting of shareholders, each Director was awarded a $220,000 grant of RSUs, which vest after one year as long as the Director remains on the Board. If a Director leaves the Board on good terms prior to the one-year vest period, the Director retains a pro-rata portion of the RSU grant based on time served. These RSUs do not deliver in shares until at least one year after the Director leaves the Board and cannot be sold or traded until delivered in shares. The RSUs earn dividend equivalents that are subject to the same vesting provision as the underlying RSUs and are accrued in the form of additional RSUs each quarter and credited to each Director’s holdings. Each currently serving Director has 1,507 unvested RSUs outstanding (representing the grant on October 14, 2025, and subsequent dividend equivalents) as of June 30, 2026. | | (3) For all Board meetings throughout the fiscal year, Directors were entitled to travel with a guest as long as the Director used the Company aircraft to attend the meeting and the guest’s attendance did not result in any incremental aircraft costs. Directors are also covered under the same insurance policy as all Company employees for accidental death while traveling on Company business (coverage is $750,000 for each Director). The incremental cost to the Company for this benefit is $3,047 (plus an additional $1,404 if they travel with a guest). In addition, the Company maintains a Charitable Awards Program for retired Directors who were participants prior to July 1, 2003. Under this program, at their death, the Company donates $1,000,000 per Director divided among up to five qualifying charitable organizations selected by each Director. Directors derive no financial benefit from the program because the charitable deductions accrue solely to the Company. The Company funds this contribution from general corporate assets. In FY 2025-26, three payments were made. The Company also made a $12,000 donation on behalf of the Board of Directors to the United Way and, in recognition of Mr. Lundgren's and Ms. Woertz's service on the Board, made a contribution of $10,000 each to charities of their choice. |

  40. Communication with Directors and Executive Officers

    C&LD COMMITTEE REPORT C&LD Committee Report

  41. Executive Compensation Program Overview

    | PURPOSE AND KEY CHARACTERISTICS | | | | | | BASE SALARY Purpose: Rewards individual performance Key Characteristics: • Market-competitive based on the median cash compensation of comparable positions in the compensation peer group, regressed for revenue size where appropriate. • Fixed component with progression over time based on individual performance and scope of respo-nsibility. | | | | SHORT-TERM ACHIEVEMENT REWARD (“STAR”) Purpose: Rewards Business Unit and Company performance Key Characteristics: • Market-competitive target set as a percentage of salary based on total cash compensation benchmarking. • The STAR award is based on a weighted formula of 70% Business Unit Performance Factor and 30% Total Company Performance Factor. Exceptional performance results in higher awards, and poor performance could result in a zero payout. • Executives can elect to receive their STAR award as stock options or nonqualified deferred compensation. | | | | LONG-TERM INCENTIVE PROGRAM (“LTIP”) Purpose: Award size rewards individual performance and focuses executives on the long-term success of the Company and enhances retention Key Characteristics: • Target grant values are based on peer median long-term compensation target values. • Final award amounts are based on business results and individual contributions. 50% of the executive’s total long-term incentive value is delivered in the LTIP. • Executives can elect to receive their LTIP as stock options with three-year cliff-vesting and 10-year expiration or RSUs with three-year cliff-vesting, or a combination of both. | | | | PERFORMANCE STOCK PROGRAM (“PSP”) Purpose: Award size rewards individual performance; focuses executives on key financial measures intended to drive P&G to the top-third of our marketplace competitive peer group Key Characteristics: • 50% of the executive’s total long-term incentive value is delivered in the PSP. • The initial grant of Performance Stock Units (PSUs) pays out at the end of a three-year performance period based on the Company’s performance against four balanced financial metrics that are the key drivers of Total Shareholder Return and is further modified by a Relative TSR Multiplier. | | | | RETENTION AND RECOGNITION Purpose: Retention of talent or recognition of exceptional performance Key Characteristics: • RSUs with special vesting; used rarely. | | PERQUISITIES AND OTHER BENEFITS | | OTHER COMPENSATION Purpose: Ensures the safety and productivity of executive officers Key Characteristics: • Annual physicals, financial planning, transportation, security, life insurance, and corporate aircraft use. | | | | RETIREMENT AND DEFERRED COMPENSATION PLANS Purpose: Provides market-competitive benefits for retirement income and tax-advantaged financial planning Key Characteristics: • U.S. employees participate in the P&G Profit Sharing Trust and Employee Stock Ownership Plan (“PST”), in which the Company makes an annual contribution used to purchase Company stock. • Non-U.S. executives participate in the International Retirement Plan ("IRP"), in which they receive RSUs valued at an amount equal to the contribution that would have been contributed under the PST. • The Procter & Gamble Global International Retirement Arrangement ("Global IRA") and the Procter & Gamble Company International Pension Protection Program (“IPP Program”) provide a supplemental retirement benefit to certain employees which is intended to mitigate any adverse impact to total pension values in their home countries. • A full description of Retirement Programs and Non-Qualified Deferred Compensation is provided on pages 48-49. |

  42. Annual Cash Compensation

    Annual Cash Compensation The Company’s annual cash compensation consists of salary and the Short-Term Achievement Reward (“STAR”). While salary is considered a fixed component of compensation, salary progression over time is based on individual performance and the scope of responsibilities of the role. We collect and analyze data from the compensation peer group on the total annual cash compensation opportunity (salary plus annual bonus target) for positions comparable to those at the Company. We consider the target median annual cash compensation opportunity for each position based on the compensation peer group, adjusted for size using a regression analysis (where appropriate) of peer group revenues, to set a salary range mid-point and a target for STAR as a percentage of salary (“STAR target”).

  43. STAR Annual Bonus

    STAR Annual Bonus The STAR program links a substantial portion of each NEO’s annual cash compensation to the Company’s performance for the fiscal year. The program focuses on the achievement of business unit results (weighted as applicable for each NEO) but also includes a component that measures the performance of the overall Company. STAR awards are generally paid in cash, but executives can also elect to receive all or part of their awards in stock options or nonqualified deferred compensation. STAR awards for NEOs are calculated using the following formula: The basis for each element of STAR is: STAR Target. The C&LD Committee sets STAR targets for NEOs using annual incentive benchmarks for similar positions in our compensation peer group. Business Unit Performance Factor. The CEO, CFO, and CHRO (collectively, the “STAR Committee”) recommend Business Unit Performance Factors based on a retrospective assessment of the performance of each business unit against six metrics:

  44. STAR Annual Bonus

    | Goal | What It Measures | Purpose of the Measure | | Organic Sales Growth | One-year business unit organic sales growth | Rewards meeting / exceeding organic sales growth targets | | Operating Profit Growth | One-year business unit operating profit growth | Rewards meeting / exceeding operating profit growth targets | | Adjusted Free Cash Flow Productivity | One-year business unit adjusted free cash flow productivity | Rewards effective conversion of earnings into cash | | Value Share | One-year business unit increase in value share | Rewards market share growth versus competition | | Operating TSR | One-year business unit total shareholder return | Rewards balanced top- and bottom-line growth with strong cash flow | | Internal Controls | One-year measure of audit results and issue remediation | Rewards strong governance and stewardship |

  45. STAR Annual Bonus

    This assessment is compared to each business unit’s performance versus previous year and versus the competitive peer group, reflecting the different industries in which the Company’s businesses compete. The C&LD Committee then determines the Business Unit Performance Factors based on the STAR Committee’s recommendations. None of the officers on the STAR Committee participates in discussions of or recommends their own STAR awards to the C&LD Committee. The Business Unit Performance Factors can range between 0% and 200%. The Business Unit Performance Factor for global business services and corporate functions is the weighted average of the Business Unit Performance Factors for all the global business units and enterprise market operations in order to align all organizations with the six metrics. The Business Unit Performance Factor for NEOs who lead multiple business units is based on a combination, as determined by the STAR Committee, of the results of the business units for which the NEO is ultimately responsible. There are no separate performance goals for the business unit combinations for purposes of compensation. To better align STAR awards with individual and local performance, the President of each business may differentiate award levels based on the overall performance of lower-level divisions, provided the total expenditure does not exceed what was approved by the STAR Committee. This differentiation only impacts awards for those employees below the President level and thus does not impact NEO compensation. Total Company Performance Factor. The C&LD Committee sets targets for the Company’s annual Organic Sales Growth and Core EPS Growth as the basis for the Total Company Performance Factor to encourage a balanced focus on both top- and bottom-line results and to encourage collaboration among the business units. These targets are typically linked to the external financial guidance provided at the beginning of the fiscal year, and the Core EPS target specifically includes the expected impact of our share repurchase program. The Committee establishes performance targets and a payout scale from 0% to 200% for each measure, with each weighted 50% and added together to produce the Total Company Performance Factor. Effective in FY 2025-26, the Company stopped using a separate ESG Factor to modify STAR awards, reflecting the integration of environmental, social and governance efforts into our growth strategy. While the formula described above is used to calculate potential STAR awards, the C&LD Committee retains the authority to make no STAR award in a given year and the discretion to accept, modify, or reject management’s recommendations for any or all employees, including the NEOs.

  46. FY 2025-26 STAR Annual Bonus

    FY 2025-26 STAR Annual Bonus STAR targets for the NEOs are based on a competitive market review of bonus targets as a percentage of base salary for each respective position. In connection with the CEO transition, Mr. Jejurikar's STAR target increased from 140% of salary to 200% of salary, effective January 1, 2026. Also effective January 1, 2026, Mr. Moeller’s STAR target changed from 200% of his CEO salary to 150% of his salary as Executive Chairman. STAR targets for Mr. Schulten, Mr. Coombe, Mr. Raman, Ms. Davis, and Ms. Francisco remained unchanged at 115% of salary. Mr. Pritchard's STAR target remained unchanged at 95% of his salary. At the beginning of FY 2025-26, the C&LD Committee established the following Total Company Performance Factor targets: Organic Sales Growth at 2% and Core EPS Growth at 2%, reflecting the midpoint of the going-in guidance range, current market realities, and our desire to maintain strong investment in the business to enable delivery of our growth algorithm over the next two- and three-year rolling periods. These goals were used to establish a payout scale from 0% to 200% of target for each measure with a 100% payout for target performance. The results for both measures were weighted at 50% and added together to derive the Total Company Performance Factor. Organic Sales Growth and Core EPS Growth were 1.4% and 0.9%, respectively, resulting in a Total Company Performance Factor of 58%. The C&LD Committee then reviewed the recommendations provided for the Business Unit Performance Factors and, after considering the appropriate combination of Business Unit Performance Factors for each NEO, approved the following STAR awards:

  47. FY 2025-26 STAR Annual Bonus

    | FY 2025-26 STAR Awards | | | | | | | | | Business Unit Factor (70% Weight) | Total Company Factor | | | | | STAR Target | | | STAR Award | STAR Award | | NEO | ($) | (%) | (%) | ($) | (% of Target) | | Shailesh G. Jejurikar | 2,720,000 | 61 | 58 | 1,634,720 | 60 | | Jon R. Moeller | 2,550,000 | 61 | 58 | 1,532,550 | 60 | | Andre Schulten | 1,276,500 | 61 | 58 | 767,177 | 60 | | Gary A. Coombe | 1,207,500 | 35 | 58 | 505,943 | 42 | | Marc S. Pritchard | 1,007,000 | 61 | 58 | 605,207 | 60 | | Sundar G. Raman | 1,184,500 | 51 / 51 | 58 | 624,824 | 53 | | Jennifer L. Davis | 1,184,500 | 54 | 58 | 651,771 | 55 | | Ma. Fatima D. Francisco | 1,236,250 | 47 / 42 | 58 | 599,118 | 48 |

  48. FY 2025-26 STAR Annual Bonus

    In keeping with good governance practices, the NEO members of the STAR Committee did not recommend their own awards. Instead, the C&LD Committee used the weighted average of all Business Unit Performance Factors and the Total Company Performance Factor to determine the awards according to the STAR formula for Mr. Jejurikar and Mr. Schulten. Mr. Moeller, as Executive Chairman and the former CEO, and Mr. Pritchard, as Chief Brand Officer, also received awards based on the weighted average of all Business Unit Performance Factors and the Total Company Performance Factor. The STAR awards recommended to the C&LD Committee for the remaining NEOs were computed using the formula described above. Mr. Coombe's Business Unit Factor was based on the Grooming business. From July 1 through December 31, 2025, Mr. Raman’s Business Unit Factor was based 75% on the Fabric Care business, for which he had direct oversight, and 25% on the Home Care and P&G Professional businesses. From January 1 through June 30, 2026, Mr. Raman's Business Unit Factor was based 75% on the Fabric Care business, for which he maintained direct oversight, and 25% on the Home Care, P&G Professional and P&G Ventures businesses, reflecting his expanded responsibility. Ms. Davis’ Business Unit Factor was based 75% on the Oral Care business, for which she had direct oversight, and 25% on the Personal Health Care business. From July 1 through December 31, 2025, Ms. Francisco's Business Unit Factor was based 75% on the Baby Care business and 25% on the combined Feminine and Family Care businesses and, from January 1 through June 30, 2026, 100% on the total Baby, Feminine and Family Care business.

  49. Long-Term Incentives

    Long-Term Incentives The majority of the NEOs’ total compensation is delivered through two long-term incentives tied to sustained Company performance: the Performance Stock Program (“PSP”) and the Long-Term Incentive Program (“LTIP”). The C&LD Committee uses competitive market data to set total long-term compensation targets considering the median total long-term target compensation of comparable positions in the compensation peer group, regressed for revenue size. The CEO recommends NEO grants to the C&LD Committee based on benchmarked long-term compensation targets, adjusted for business results and individual contributions attributable to each NEO. These recommendations can be up to 50% above or 50% below the benchmarked target for each level and role. The C&LD Committee retains full authority to accept, modify, or reject these recommendations. In exceptional cases, no grant will be awarded. One half of each NEO’s annual long-term compensation is allocated to PSP through an initial Performance Stock Unit (“PSU”) grant as described below. The other half is an LTIP grant.

  50. Performance Stock Program

    Performance Stock Program The PSP aligns the interests of the NEOs with those of shareholders by encouraging NEOs to focus on the aspects of the long-term performance of the Company that create shareholder value. In the first year of each three-year performance period, the C&LD Committee grants PSUs to each NEO. The number of PSUs that vest at the end of the performance period will depend on Company results against predetermined performance goals over the three-year period. The C&LD Committee sets targets at the beginning of each performance period for the following categories (“Performance Categories”):

  51. Performance Stock Program

    | | Goal | What It Measures | Purpose of Measure | | | Relative Organic Sales Growth | 3-year compounded organic sales growth relative to the competitive peer group | Rewards strong organic sales growth relative to peers | | | Core EPS Growth | 3-year compounded core earnings per share growth | Rewards meeting / exceeding core EPS growth target | | | Constant Currency Core Before-Tax Operating Profit Growth | 3-year core before-tax profit excluding the impact of foreign exchange | Rewards meeting / exceeding operating profit growth target | | | Adjusted Free Cash Flow Productivity | 3-year average adjusted free cash flow productivity | Rewards effective conversion of earnings into cash to enable strong cash return to shareholders | | | Relative TSR Multiplier | 3-year Total Shareholder Return relative to competitive industry peer group | Increases payouts for top quartile performance and reduces payouts for bottom quartile performance |

  52. Performance Stock Program

    The Core EPS Growth target for year one of the PSP program is typically linked to the external financial guidance provided at the beginning of the fiscal year. The Core EPS Growth targets for years two and three are based on our longer-term expected growth rates. These targets include the best estimates of the impact of our share repurchase program. The C&LD Committee then assigns a minimum and maximum performance goal for each Performance Category. At the end of the three-year performance period, each Performance Category will have a Performance Factor between 0% and 200%, depending on results achieved in that category. The Performance Factor will be 100% if the business results for the category are at target. Business results falling between the minimum and maximum performance goals are determined via linear interpolation. We believe that using a sliding scale to reward performance, as opposed to “all or nothing” goals, discourages participants from taking unnecessary risks to earn payments under the program. To determine the vested PSUs at the end of each three-year performance period, the C&LD Committee multiplies the initial PSU grant (plus compounded dividend equivalents) by the weighted average of the Performance Factors and the Relative TSR Multiplier, which is set at 125% for results in the top quartile of our peer set and 75% for results in the bottom quartile. The formula is as follows: PSUs vest at the end of the three-year performance period, and the final payouts are determined. Upon settlement of their PSUs, NEOs may elect to defer receipt of the shares of common stock by choosing to instead receive retirement deferred RSUs.

  53. Long-Term Incentive Program Grant

    Long-Term Incentive Program Grant The LTIP grant is the second component of the Company’s long-term incentive compensation for its senior executives. Executives can elect to receive all or a portion of their LTIP grants in either RSUs or stock options prior to the grant date, with the exception of the CEO, whose grant form and amount is solely determined by the C&LD Committee. Stock options do not vest (and therefore are not exercisable) until three years from the date of grant, and they expire ten years from the date of grant or earlier in the case of certain termination events. RSUs cliff-vest three years after grant date and are delivered, upon vesting, in shares of common stock, along with compounded dividend equivalents. These awards focus executives on the long-term success of the Company.

  54. FY 2025-26 Long-Term Incentive Grants

    FY 2025-26 Long-Term Incentive Grants The following long-term incentive grants were made on October 1, 2025. These award amounts were based on the competitive market pay for each position as well as each individual’s performance and business results during the prior fiscal year (2024-25). Award amounts approved by the C&LD Committee vary from the grant date fair value shown in the table due to the impact of the Relative TSR Multiplier on the fair value of the PSUs granted under the PSP on the grant date. The actual compensation realized by each NEO will be determined by future Company performance.

  55. FY 2025-26 Long-Term Incentive Grants

    | FY 2025-26 Long-Term Incentive Grants | | | | | | | | | | PSP Grant | | LTIP Grant | | | | Total | | | PSUs | Grant Date Fair Value | Options | Grant Date Fair Value | RSUs | Grant Date Fair Value | Grant Date Fair Value | | NEO | (#) | ($) | (#) | ($) | (#) | ($) | ($) | | Shailesh G. Jejurikar | 45,698 | 7,419,527 | 105,581 | 3,500,010 | 22,849 | 3,500,010 | 14,419,547 | | Jon R. Moeller | 48,963 | 7,949,633 | 169,684 | 5,625,025 | 12,241 | 1,875,076 | 15,449,734 | | Andre Schulten | 22,406 | 3,637,838 | 77,648 | 2,574,031 | 5,602 | 858,114 | 7,069,983 | | Gary A. Coombe | 13,491 | 2,190,399 | 46,754 | 1,549,895 | 3,373 | 516,676 | 4,256,970 | | Marc S. Pritchard | 10,619 | 1,724,101 | 49,065 | 1,626,505 | 0 | 0 | 3,350,606 | | Sundar G. Raman | 14,905 | 2,419,976 | 68,869 | 2,283,007 | 0 | 0 | 4,702,983 | | Jennifer L. Davis | 14,905 | 2,419,976 | 68,869 | 2,283,007 | 0 | 0 | 4,702,983 | | Ma. Fatima D. Francisco | 13,491 | 2,190,399 | 62,338 | 2,066,505 | 0 | 0 | 4,256,904 |

  56. FY 2025-26 Long-Term Incentive Grants

    Long-Term Incentive Grants were determined by the C&LD Committee as follows: • Mr. Jejurikar was awarded a long-term incentive of $14,000,000, reflecting market data, the scope of his responsibilities as Chief Operating Officer, and his leadership contributions, as well as his planned transition to Chief Executive Officer in January 2026. • Mr. Moeller was awarded a long-term incentive of $15,000,000, reflecting market data, the scope of his responsibilities as Chief Executive Officer, and his leadership contributions, as well as his planned transition to Executive Chairman of the Board in January 2026. • Mr. Schulten was awarded a long-term incentive of $6,864,000, reflecting market data, the scope of his responsibilities as Chief Financial Officer, and his leadership contributions. He provided critical financial leadership and a balanced risk management approach as the Company navigated a volatile external environment. • Mr. Pritchard was awarded a long-term incentive of $3,253,000, reflecting market data, the scope of his responsibilities as Chief Brand Officer, and his leadership contributions. He led the Company's brand-building, marketing, and media strategies to support the strength and competitiveness of our brands. • Mr. Raman was awarded a long-term incentive of $4,566,000, reflecting market data, the scope of his responsibilities as Chief Executive Officer - Fabric and Home Care, and his leadership contributions. He provided critical sector leadership and a balanced approach to growth and profitability as the Company navigated a complex external environment. • Mr. Coombe was awarded a long-term incentive of $4,133,000. Ms. Davis was awarded a long-term incentive of $4,566,000. Ms. Francisco was awarded a long-term incentive of $4,133,000. These awards reflect market data and their effective leadership of their respective key sectors: Mr. Coombe for Grooming, Ms. Davis for Oral and Personal Health Care, and Ms. Francisco for Baby, Feminine and Family Care.

  57. PSP Goal Setting

    PSP Goal Setting In conjunction with deciding the amount and allocation of the NEOs’ long-term incentive opportunities for FY 2025-26, the C&LD Committee set the PSP goals listed below for the three-year performance period starting July 1, 2025 through June 30, 2028. The delivery of results against these goals, combined with the relative TSR multiplier, will determine the ultimate payout for this portion of compensation.

  58. PSP Goal Setting

    | PSP Goals for Performance Period July 1, 2025–June 30, 2028 | | | | | | | | | Organic Sales Growth Percentile Rank in Peer Group (30% Weighting)1 | | Constant Currency Core Before-Tax Operating Profit Growth (20% Weighting)2 | | Core EPS Growth (30% Weighting)3 | | Adjusted Free Cash Flow Productivity (20% Weighting)4 | | | Percentile Rank | Payout Factor | % Growth | Payout Factor | % Growth | Payout Factor | | Payout Factor | | 80th | 200% | ≥9.3 | 200% | ≥10.3 | 200% | ≥115 | 200% | | 70th | 167% | 7.6 | 167% | 8.6 | 167% | 107 | 167% | | 60th | 133% | 6.0 | 133% | 7.0 | 133% | 98 | 133% | | Target 50th | 100% | Target 4.3 | 100% | Target 5.3 | 100% | Target 90 | 100% | | 40th | 67% | 2.6 | 67% | 3.6 | 67% | 82 | 67% | | 30th | 33% | 1.0 | 33% | 2.0 | 33% | 73 | 33% | | <20th | 0% | ≤(0.7) | 0% | ≤0.3 | 0% | ≤65 | 0% |

  59. Realized Pay for PSP Performance Period July 1, 2023-June 30, 2026

    (1) Organic Sales Growth is sales growth excluding the impacts of acquisitions and divestitures and foreign exchange from year-over-year comparisons. Relative Organic Sales Growth is a measure of the percentile rank of the 3-year compound annual growth rate within a peer group of directly competitive consumer product companies. See Exhibit A for a reconciliation of non-GAAP measures. (2) Constant Currency Core Before-Tax Operating Profit Growth is the 3-year compound annual growth rate of the Company’s operating profit excluding incremental current-year impact of foreign exchange and certain items that are not deemed to be part of the Company’s sustainable results. See Exhibit A for a reconciliation of non-GAAP measures. (3) Core EPS Growth is the 3-year compound annual growth rate of the Company’s diluted net earnings per common share (diluted EPS) adjusted for certain items that are not deemed to be part of the Company’s sustainable results and is based on the 3-year compound annual growth rate. See Exhibit A for a reconciliation of non-GAAP measures. (4) Adjusted Free Cash Flow Productivity under the PSP is the ratio of the 3-year sum of operating cash flow (excluding tax payments related to the transitional taxes from the 2017 U.S. Tax Act in all periods, less the 3-year sum of capital spending) to the 3-year sum of net earnings (excluding a gain from the dissolution of the Glad joint venture business in fiscal year 2026, a non-cash charge for accumulated foreign currency translation losses due to the substantial liquidation of operations in Argentina in fiscal 2025 and certain Enterprise Markets, including Nigeria, in fiscal 2024, and the after-tax Gillette intangible asset impairment charge in fiscal 2024). See Exhibit A for a reconciliation of non-GAAP measures. The Relative TSR Modifier is a measure of P&G’s relative market total shareholder return performance versus a competitive peer group, calculated as a 3-year compound annual growth rate of the stock price including the impact of reinvested dividends. The resulting NEO payouts are indicated below:

  60. Realized Pay for PSP Performance Period July 1, 2023-June 30, 2026

    | Realized Pay for Performance Period July 1, 2023–June 30, 2026 | | | | | | | Named Executive Officer | Initial # of PSUs Granted Plus Dividend Equivalents | Market Value of Target Award @ $146.64 | PSP Payout Factor | Final # of PSUs Awarded | Market Value of Final Award @ $146.64 | | Shailesh G. Jejurikar | 23,292 | $3,415,523 | 69% | 16,072 | $2,356,798 | | Jon R. Moeller | 59,154 | $8,674,351 | 69% | 40,817 | $5,985,405 | | Andre Schulten | 20,797 | $3,049,664 | 69% | 14,350 | $2,104,284 | | Gary A. Coombe | 13,809 | $2,024,975 | 69% | 9,529 | $1,397,333 | | Marc S. Pritchard | 11,299 | $1,656,913 | 69% | 7,797 | $1,143,352 | | Sundar G. Raman | 13,354 | $1,958,227 | 69% | 9,215 | $1,351,288 | | Jennifer L. Davis | 13,218 | $1,938,234 | 69% | 9,121 | $1,337,503 | | Ma. Fatima D. Francisco | 14,989 | $2,197,987 | 69% | 10,343 | $1,516,698 |

  61. Realized Pay for PSP Performance Period July 1, 2023-June 30, 2026

    The market value of PSUs was calculated by multiplying the number of PSUs and accumulated dividend equivalents by the Company stock price as of June 30, 2026. These PSUs were delivered in shares of common stock or retirement deferred RSUs (as elected by the participants) in August 2026. The market value of the final award does not include a final payment of dividend equivalents on the PSUs, which took place prior to delivery of shares.

  62. Special Equity Awards

    Special Equity Awards On occasion, the C&LD Committee makes special equity grants in the form of RSUs to senior executives to encourage retention of the talent necessary to manage the Company successfully or to recognize superior performance. No such awards were made to any NEOs this year.

  63. Retirement Programs

    Retirement Programs The Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan (“PST”) is the Company’s primary retirement program for U.S.-based employees. The PST is a qualified defined contribution plan providing retirement benefits for full-time U.S. employees, including NEOs. Under the PST, the Company makes an annual contribution of cash, which is used to purchase Company stock that is credited to each participant’s PST account, upon which dividends are earned. The amount of the stock grant varies based upon individual salaries and years of service. Some participants in the PST (including the NEOs) do not receive their full contributions due to federal tax limitations. As a result, they participate in the nonqualified PST Restoration Program. These individuals receive RSUs valued at an amount equal to the difference between the contribution made under the PST and what would have otherwise been contributed under the PST but for the tax limitations. Participants are vested in their PST accounts after three years of service, and similarly, their PST Restoration RSUs become non-forfeitable after three years of service. In addition, some individuals who would otherwise participate in the PST are ineligible due to their work locations. As a result, they participate in the nonqualified International Retirement Plan (“IRP”). These individuals receive RSUs valued at an amount equal to the contribution that would have otherwise been contributed under the PST had they been eligible to participate in the PST. IRP RSUs also become non-forfeitable after three years of service. The PST, the PST Restoration Program, and the IRP have created ownership at all levels of the Company. These programs continue to serve the Company and its shareholders well by focusing employees on the long-term success of the business. For non-U.S.-based employees, individual country plans provide retirement benefits. Employees who work in multiple countries during their careers may also be eligible for supplemental benefits under the Global International Retirement Arrangement (“Global IRA”) or the International Pension Protection Program ("IPP Program"). The Global IRA and IPP Program are designed to provide a supplemental retirement benefit to certain management employees to mitigate any adverse impact to total pension value caused by moving between home countries. Messrs. Jejurikar, Schulten, and Raman and Ms. Francisco participate in the Global IRA. Mr. Schulten also participates in a German Pension Plan available to Germany-based employees hired after December 31, 1991. Mr. Coombe participates in the IPP Program.

  64. Equity Grant Processes

    Equity Grant Processes The C&LD Committee approves and grants annual equity awards at approximately the same time every year. Each year, the C&LD Committee approves the dollar value of annual LTIP and PSP awards at the August meeting for grant on the first business day in October. Stock options granted under the STAR annual incentive program are issued on the last business day on or before September 15, after the STAR payouts are approved by the C&LD Committee at the August meeting and consistent with the timing of the U.S. STAR cash payments. Retirement RSUs are granted on the first Thursday in August. Outside of the annual grant cycle, we may make RSU awards in connection with a new hire package or retention grant. These grants are typically made on the first business day of each month. All awards are granted under a shareholder-approved plan, and stock options are granted at an exercise price at or above the closing market price of P&G common stock on the date of grant. Equity awards, including options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or equity grant dates.

  65. Compensation Governance Practices and Oversight

    | What We Do: | | | | Target compensation at the median of an appropriate peer group, with substantial variation in pay based on individual performance. | | | Significant share ownership and equity holding requirements are in place for senior executives. | | | Multiple performance metrics under STAR and PSP remove any incentive to focus on a single performance goal to the detriment of other goals. | | | Appropriate balance between short-term and long-term compensation discourages short-term risk-taking at the expense of long-term results. | | | Double Trigger: Equity awards do not vest solely on account of a change in control (requires a qualifying termination following a change in control). | | | Engagement of an Independent Advisor: Our C&LD Committee engages an independent compensation consultant, who performs no other work for the Company, to advise on executive compensation matters. | | | Our Recoupment policy requires the Company to recoup excess compensation payments from Section 16 officers in the event the Company is required to restate its financial results. Additionally, our stock plans allow recovery of proceeds from stock awards if a participant violates certain provisions in their award agreements, such as taking actions that may damage the reputation, goodwill, or stability of the Company. | | What We Do Not Do: | | | | No employment contracts with executives containing special severance payments such as golden parachutes. | | | No special executive retirement programs and no severance programs that are specific to executive officers. | | | No gross-up payments to cover personal income taxes or excise taxes that pertain to executive or severance benefits. | | | No excessive perquisites for executives. | | | No hedging or engaging in the following transactions that include shares of common stock: pledging, collars, short sales, and other derivative transactions. | | | No re-pricing or backdating stock options. |

  66. Role of the C&LD Committee

    Role of the C&LD Committee The C&LD Committee is responsible to the Board for the Company’s overall compensation policies and their specific application to principal officers elected by the Board. In setting and overseeing executive pay, the C&LD Committee reviews a broad spectrum of information. Across the Company, total compensation is benchmarked against an appropriate peer group, using median market pay as the competitive benchmark. Compensation can then be adjusted based on performance. In setting executive pay, the C&LD Committee takes into account the executive’s experience and performance in the particular role and the CEO’s pay recommendations for the principal officers, as well as the performance of the total Company and business units. In setting CEO pay, in addition to considering experience, Company performance, and individual performance, other factors are considered by the Committee, such as the degree of pay alignment with the Company’s relative TSR rank and the appropriate mix of short- and long-term pay and fixed and performance-based pay. In addition, the C&LD Committee reviews the ratio between the total compensation of the median employee and the total compensation of the CEO (found on pages 74-75 of this proxy). In its role, the C&LD Committee works with an independent compensation consultant. In FY 2025-26, a formal request for proposal process was conducted to review alternative consultants. In February 2026, the C&LD Committee decided to renew its agreement with incumbent firm, Meridian Compensation Partners, LLC ("Meridian").

  67. Role of Compensation Consultant

    Role of Compensation Consultant For FY 2025-26, the C&LD Committee entered into an agreement with Meridian to advise on various compensation matters, including peer group identification, competitive practices and trends, specific program design, and actions with respect to NEO, principal officer, and Director compensation. In October 2025, the C&LD Committee evaluated the independence of Meridian, taking into account any relationships with the Company’s Directors, officers, and employees in accordance with NYSE listing standards. Based on this evaluation, the C&LD Committee concluded that Meridian was an independent advisor. Under the terms of its agreement with the C&LD Committee, Meridian does not conduct any other business for the Company or its management, and the C&LD Committee has direct responsibility for oversight and compensation of the work performed by Meridian. The C&LD Committee generally meets with its independent compensation consultant in an executive session at regularly scheduled C&LD Committee meetings.

  68. Establishing Peer Groups and Market-Based Compensation

    Establishing Peer Groups and Market-Based Compensation The C&LD Committee structures executive compensation so that total targeted annual cash and long-term compensation opportunities are competitive with the targets for comparable positions at companies considered to be our peers, based on criteria described below. The C&LD Committee sets targets for each element of compensation considering the same elements of compensation paid to those holding similar roles at companies in our peer group, focusing on positions with similar management and revenue responsibility. For the CEO’s compensation analysis, the C&LD Committee considers the Company’s revenue, market capitalization, and relative performance compared to our peer group. In February 2025, the C&LD Committee determined the peer group to be used for FY 2025-26 compensation decisions (the “compensation peer group”) based on global companies that meet the following criteria: • Have revenue and/or market capitalization comparable to the Company; • Compete with the Company in the marketplace for business and investment capital; • Compete with the Company for executive talent; and Have generally similar pay models. We do not compare with companies in the financial services or insurance industries, where the mix of pay elements or program structure is generally materially different from our mix of pay elements and program structure. Each year, the C&LD Committee evaluates and, if appropriate, updates the composition of the compensation peer group. Changes to the compensation peer group are carefully considered and made infrequently to ensure continuity from year to year. For compensation decisions made in FY 2025-26, the Committee modified the peer group used for compensation decisions by adding Eli Lilly and removing Mondelez and 3M. The Company also establishes a peer group to calculate Relative Organic Sales Growth and the Relative TSR Multiplier used in our PSP formula. These companies are ones with which we compete in the marketplace. For multi-category marketplace peers, to the extent possible, sales from only the relevant competing categories are used for purposes of Relative Organic Sales Growth comparisons.

  69. Establishing Peer Groups and Market-Based Compensation

    | Peer Group for FY 2025-26 Compensation Decisions | | Peer Group for Relative Organic Sales Growth and TSR Multiplier for FY 2025-28 Performance Period | | | Abbott Laboratories | Kimberly-Clark* | Beiersdorf | L’Oreal | | Boeing | McDonald’s | Church & Dwight | Reckitt-Benckiser | | Chevron | Merck | Clorox | Unicharm** | | Coca-Cola | Microsoft | Colgate-Palmolive* | Unilever | | Colgate-Palmolive* | Nike | Edgewell | | | Eli Lilly | PepsiCo | Essity | | | ExxonMobil | Pfizer | Haleon | | | HP | Thermo Fisher Scientific | Henkel | | | Home Depot | Verizon | Kao | | | Intel | Walmart | Kenvue | | | Johnson & Johnson | | Kimberly-Clark* | |

  70. Establishing Peer Groups and Market-Based Compensation

    * Shared companies between both peer groups ** Peer for relative TSR only While the target total compensation for our NEOs is set considering size-adjusted median target total compensation within our compensation peer group, actual compensation varies depending on the NEO’s responsibility and experience in the particular role, as well as on total Company, business unit, and individual performance. Consistent with our principles to pay for performance and pay competitively, substantial differences may exist among NEOs’ pay.

  71. Executive Compensation Changes for FY 2026-27

    Executive Compensation Changes for FY 2026-27 PSP Program Changes. On August 11, 2026, the C&LD Committee approved changes to the PSP Program, to be effective with the PSP performance period beginning July 1, 2026. First, the Relative TSR modifier will be applied to a broader range of Relative TSR outcomes and not limited as it is in the current design to top and bottom quartile performance. In addition, an expanded consumer staples peer group will be used to measure the Relative TSR outcome. The current peer group (used for Relative Organic Sales Growth and the TSR Multiplier for performance period 2025-28) will continue to be used to evaluate organization sales growth (as outlined on page 52). Peer Group for FY 2026-27 Compensation Decisions. In connection with its annual peer group review, in February 2026, the C&LD Committee modified the peer group used for compensation decisions by adding IBM and Caterpillar and removing HP. The modified peer group will be used for compensation decisions in FY 2026-27. The following tables, footnotes, and narratives provide information regarding the compensation, benefits, and equity holdings in the Company for the NEOs.

  72. Summary Compensation

    | SUMMARY COMPENSATION TABLE | | | | | | | | | | | Name and Principle Position | Year | Salary ($) | Bonus1 ($) | Stock Awards2 ($) | Option Awards3 ($) | Non-Equity Incentive Plan Comp. ($) | Change in Pension Value and Non-qualified Deferred Comp. Earnings4 ($) | All Other Comp.5 ($) | Total ($) | | Shailesh G. Jejurikar President and Chief Executive Officer | 2025-26 | 1,387,500 | 1,634,720 | 11,035,209 | 3,500,010 | 0 | 1,029,000 | 390,303 | 18,976,742 | | | 2024-25 | 1,162,500 | 873,730 | 3,640,460 | 3,432,016 | 0 | 401,000 | 81,981 | 9,591,687 | | | 2023-24 | 1,106,250 | 1,867,613 | 3,477,569 | 3,150,023 | 0 | 280,000 | 76,632 | 9,958,087 | | Jon R. Moeller Executive Chairman of the Board | 2025-26 | 1,425,000 | 1,532,550 | 10,182,573 | 5,625,025 | 0 | 0 | 308,761 | 19,073,909 | | | 2024-25 | 1,637,500 | 1,887,600 | 11,519,645 | 6,562,515 | 0 | 0 | 302,556 | 21,909,816 | | | 2023-24 | 1,600,000 | 4,086,400 | 11,301,824 | 5,600,006 | 0 | 0 | 375,651 | 22,963,881 | | Andre Schulten Chief Financial Officer | 2025-26 | 1,095,000 | 767,177 | 4,696,981 | 2,574,031 | 0 | 113,000 | 97,833 | 9,344,022 | | | 2024-25 | 1,037,500 | 690,690 | 3,378,353 | 3,120,022 | 0 | 193,000 | 95,941 | 8,515,506 | | | 2023-24 | 980,000 | 1,468,550 | 4,569,186 | 1,406,270 | 0 | 143,000 | 108,831 | 8,675,837 | | Gary A. Coombe6 | | | | | | | | | | | CEO - Grooming | 2025-26 | 1,042,500 | 505,943 | 2,849,231 | 1,549,895 | 0 | 0 | 1,078,932 | 7,026,501 | | Marc S. Pritchard | | | | | | | | | | | Chief Brand Officer | 2025-26 | 1,055,000 | 605,207 | 1,924,013 | 1,626,505 | 0 | 0 | 95,127 | 5,305,852 | | Sundar G. Raman6 CEO - Fabric and Home Care | 2025-26 | 1,005,000 | 624,824 | 2,588,298 | 2,283,007 | 0 | 100,000 | 573,401 | 7,174,530 | | | 2024-25 | 912,500 | 737,153 | 2,289,194 | 2,095,524 | 0 | 67,000 | 1,082,180 | 7,183,551 | | Jennifer L. Davis Former CEO - Health Care | 2025-26 | 1,000,000 | 651,771 | 2,583,671 | 2,283,007 | 0 | 0 | 89,983 | 6,608,432 | | | 2024-25 | 895,000 | 750,602 | 2,248,178 | 2,057,435 | 0 | 0 | 88,831 | 6,040,046 | | Ma. Fatima D. Francisco Former CEO - Baby, Feminine and Family Care | 2025-26 | 1,068,750 | 599,118 | 2,391,428 | 2,066,505 | 0 | 70,000 | 104,559 | 6,300,360 | | | 2024-25 | 1,037,500 | 591,373 | 2,250,472 | 2,025,275 | 0 | 298,000 | 118,243 | 6,320,863 | | | 2023-24 | 975,000 | 1,490,688 | 2,317,734 | 2,027,011 | 0 | 370,000 | 112,275 | 7,292,708 |

  73. Summary Compensation

    | (4) This column reflects aggregate changes in the actuarial present value of pension benefits under The Procter & Gamble Company Global IRA (the “Global IRA”) for Messrs. Jejurikar, Schulten, Raman, and Ms. Francisco, Mr. Schulten’s pension benefits under The Procter & Gamble Pension Plan (Germany), and Mr. Coombe's pension benefits under The Procter & Gamble Company International Pension Protection Program (the "IPP Program"). The amount for Mr. Coombe was -$38,000 and is not included in the Summary Compensation Table. None of the other NEOs participates in a pension plan. None of the NEOs had above-market earnings on deferred compensation. | | (5) Please see the table below for information on the numbers that comprise the All Other Compensation column. | | (6) Mr. Coombe's salary was paid in Swiss francs for FY 2025-26; Mr. Raman’s salary was paid in Swiss francs from July 1, 2025, through October 31, 2025, and thereafter paid in U.S. dollars. Salaries paid in Swiss francs were converted to USD using a Bloomberg monthly spot rate representing the average of the buy and sell rates for the month. |

  74. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table and footnotes provide information regarding grants of equity under Company plans made to the NEOs during FY 2025-26.

  75. Grants of Plan-Based Awards

    | Grants of Plan-Based Awards | | | | | | | | | | | | | | | | | | | | Grant Date Fair Value of Stock and Option Awards3 ($) | | | | | | | | | All Other Option Awards: Number of Securities Underlying Options (#) | | | | | | | | | | All Other Stock Awards: Number of Shares or Stock Units (#) | | Exercise of Base Price of Option Awards2 ($ per share) | | | | | Compensation & Leadership Development Committee Action Date | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | | | Name/Plan Name | Grant Date1 | | | | | | | | | | Shailesh G. Jejurikar | | | | | | | | | | | LTIP Options4 | 10/01/2025 | 08/13/2025 | | | | | 105,581 | 153.18 | 3,500,010 | | LTIP RSUs5 | 10/01/2025 | 08/13/2025 | | | | 22,849 | | | 3,500,010 | | PSUs6 | 10/01/2025 | 08/13/2025 | 0 | 45,698 | 91,396 | | | | 7,419,527 | | PST Restoration RSUs7 | 08/07/2025 | 06/10/2025 | | | | 725 | | | 115,672 | | STAR Stock Options8 | 09/15/2025 | 08/13/2025 | | | | | 26,231 | 156.83 | 873,755 | | Jon R. Moeller | | | | | | | | | | | LTIP Options4 | 10/01/2025 | 08/13/2025 | | | | | 169,684 | 153.18 | 5,625,025 | | LTIP RSUs5 | 10/01/2025 | 08/13/2025 | | | | 12,241 | | | 1,875,076 | | PSUs6 | 10/01/2025 | 08/13/2025 | 0 | 48,963 | 97,926 | | | | 7,949,633 | | PST Restoration RSUs7 | 08/07/2025 | 06/10/2025 | | | | 2,243 | | | 357,864 | | Andre Schulten | | | | | | | | | | | LTIP Options4 | 10/01/2025 | 08/13/2025 | | | | | 77,648 | 153.18 | 2,574,031 | | LTIP RSUs5 | 10/01/2025 | 08/13/2025 | | | | 5,602 | | | 858,114 | | PSUs6 | 10/01/2025 | 08/13/2025 | 0 | 22,406 | 44,812 | | | | 3,637,838 | | PST Restoration RSUs7 | 08/07/2025 | 06/10/2025 | | | | 1,260 | | | 201,029 | | Gary A. Coombe | | | | | | | | | | | LTIP Options4 | 10/01/2025 | 08/13/2025 | | | | | 46,754 | 153.18 | 1,549,895 | | LTIP RSUs5 | 10/01/2025 | 08/13/2025 | | | | 3,373 | | | 516,676 | | PSUs6 | 10/01/2025 | 08/13/2025 | 0 | 13,491 | 26,982 | | | | 2,190,399 | | IRP RSUs7 | 08/07/2025 | 06/10/2025 | | | | 891 | | | 142,156 | | Marc S. Pritchard | | | | | | | | | | | LTIP Options4 | 10/01/2025 | 08/13/2025 | | | | | 49,065 | 153.18 | 1,626,505 | | PSUs6 | 10/01/2025 | 08/13/2025 | 0 | 10,619 | 21,238 | | | | 1,724,101 | | PST Restoration RSUs7 | 08/07/2025 | 06/10/2025 | | | | 1,253 | | | 199,912 | | Sundar G. Raman | | | | | | | | | | | LTIP Options4 | 10/01/2025 | 08/13/2025 | | | | | 68,869 | 153.18 | 2,283,007 | | PSUs6 | 10/01/2025 | 08/13/2025 | 0 | 14,905 | 29,810 | | | | 2,419,976 | | PST Restoration RSUs7 | 08/07/2025 | 06/10/2025 | | | | 1,055 | | | 168,322 | | Jennifer L. Davis | | | | | | | | | | | LTIP Options4 | 10/01/2025 | 08/13/2025 | | | | | 68,869 | 153.18 | 2,283,007 | | PSUs6 | 10/01/2025 | 08/13/2025 | 0 | 14,905 | 29,810 | | | | 2,419,976 | | PST Restoration RSUs7 | 08/07/2025 | 06/10/2025 | | | | 1,026 | | | 163,695 | | Ma. Fatima D. Francisco | | | | | | | | | | | LTIP Options4 | 10/01/2025 | 08/13/2025 | | | | | 62,338 | 153.18 | 2,066,505 | | PSUs6 | 10/01/2025 | 08/13/2025 | 0 | 13,491 | 26,982 | | | | 2,190,399 | | PST Restoration RSUs7 | 08/07/2025 | 06/10/2025 | | | | 1,260 | | | 201,029 |

  76. Grants of Plan-Based Awards

    | (1) Grant dates for annual equity awards are consistent from year to year. | | (2) The options granted were awarded using the closing price of the Company stock on the date of the grant. | | (3) This column reflects the grant date fair value of each award computed in accordance with FASB ASC Topic 718. For stock awards, the actual value received will be based on the stock price on the delivery date. For options, the actual value received will be determined by multiplying the number of shares acquired by the difference between the market price of the Company’s common stock upon exercise and the grant price of the options. | | (4) These options are wholly forfeitable until the earlier of September 29, 2028 or retirement eligibility, and will expire on October 1, 2035. For the retirement eligible NEOs (all NEOs except Mr. Raman), the award becomes non-forfeitable after the first year anniversary of grant. Prior to the first year anniversary of grant, the award will become non-forfeitable on a pro-rata basis using the number of days worked that year. | | (5) These RSUs are wholly forfeitable until the earlier of September 29, 2028 or retirement eligibility. For Messrs. Jejurikar, Moeller, Schulten, and Coombe, who are retirement eligible, the award becomes non-forfeitable after the first year anniversary of the grant. Prior to the first year anniversary of grant, the award will become non-forfeitable on a pro-rata basis using the number of days worked that year. These RSUs accumulate dividend equivalents at the same rate as dividends paid on common stock. | | (6) For awards granted under the Performance Stock Program, see page 44 of the Compensation Discussion & Analysis for applicable performance measures. These PSUs are wholly forfeitable until the earlier of June 30, 2028 or retirement eligibility, and will deliver in shares in August 2028 unless elected otherwise by the NEO, subject to applicable tax rules and regulations. For the retirement eligible NEOs (all NEOs except Mr. Raman), the award becomes non-forfeitable after the first year anniversary of the grant. Prior to the first year anniversary of grant, the award will become non-forfeitable on a pro-rata basis using the number of days worked that year. These units accumulate dividend equivalents at the same rate as dividends paid on common stock. | | (7) For awards granted under the Retirement Restoration Program (via the PST Restoration Program or IRP), dividend equivalents are earned at the same rate as dividends paid on common stock. These units will deliver in shares one year following retirement unless elected otherwise by the NEO, subject to applicable tax rules and regulations. | | (8) These options are non-forfeitable, will become exercisable on September 15, 2028, and will expire on September 14, 2035. These options reflect payment of the FY 2024-25 STAR award, which was previously included in the Bonus column of the Summary Compensation Table in the 2025 Proxy Statement. |

  77. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table and footnotes provide information regarding stock option exercises and stock vestings during FY 2025-26 for the NEOs.

  78. Option Exercises and Stock Vested

    | Option Exercises and Stock Vested | | | | | | | | | Option Awards | | | Stock Awards | | | | | | Number of Shares | | | Number of | | | | | Acquired on | Value Realized | Stock Award | Shares Acquired | Value Realized | | | Option | Exercise1 | on Exercise2 | Grant Date | on Vesting3 | on Vesting4 | | Name/ Plan Name | Grant Date | (#) | ($) | | (#) | ($) | | Shailesh G. Jejurikar5 | | | | | | | | PSP 2023-2026 | | | | 10/02/2023 | 16,072 | 2,356,798 | | PST Restoration | | | | 08/07/2025 | 725 | 115,672 | | LTIP | | | | 10/01/2025 | 17,295 | 2,536,139 | | Jon R. Moeller5 | | | | | | | | LTIP | 02/28/2020 | 173,268 | 8,500,988 | | | | | PSP 2023-2026 | | | | 10/02/2023 | 40,817 | 5,985,405 | | LTIP | | | | 10/01/2024 | 3192 | 490,085 | | PST Restoration | | | | 08/07/2025 | 2,243 | 357,864 | | LTIP | | | | 10/01/2025 | 9,264 | 1,358,473 | | Andre Schulten6 | | | | | | | | LTIP | | | | 10/03/2022 | 9,434 | 1,440,100 | | LTIP | | | | 10/02/2023 | 10,252 | 1,560,354 | | PSP 2023-2026 | | | | 10/02/2023 | 14,350 | 2,104,284 | | PST Restoration | | | | 08/07/2025 | 1,260 | 201,029 | | LTIP | | | | 10/01/2025 | 4,240 | 621,754 | | Gary A. Coombe5 | | | | | | | | LTIP | 02/28/2018 | 36,093 | 3,024,979 | | | | | PSP 2023-2026 | | | | 10/02/2023 | 9,529 | 1,397,333 | | IRP | | | | 08/07/2025 | 891 | 142,156 | | LTIP | | | | 10/01/2024 | 755 | 115,946 | | LTIP | | | | 10/01/2025 | 2,585 | 379,064 | | Marc S. Pritchard | | | | | | | | LTIP | 02/29/2016 | 95,903 | 6,795,635 | | | | | PSP 2023-2026 | | | | 10/02/2023 | 7,797 | 1,143,352 | | PST Restoration | | | | 08/07/2025 | 1,253 | 199,912 | | Sundar G. Raman | | | | | | | | PSP 2023-2026 | | | | 10/02/2023 | 9,215 | 1,351,288 | | PST Restoration | | | | 08/07/2025 | 1,055 | 168,322 | | Jennifer L. Davis | | | | | | | | LTIP | | | | 10/03/2022 | 7,270 | 1,109,766 | | PSP 2023-2026 | | | | 10/02/2023 | 9,121 | 1,337,503 | | PST Restoration | | | | 08/07/2025 | 1,026 | 163,695 | | Ma. Fatima D. Francisco | | | | | | | | PSP 2023-2026 | | | | 10/03/2022 | 10,343 | 1,516,698 | | PST Restoration | | | | 08/07/2025 | 1,260 | 201,029 |

  79. Option Exercises and Stock Vested

    | (1) The Number of Shares Acquired on Exercise is the gross number of shares acquired. | | (2) The Value Realized on Exercise was determined by multiplying the number of shares acquired by the difference between the market price of the Company’s common stock upon exercise and the grant price of the options. | | (3) Number of Shares Acquired on Vesting is the gross number of shares acquired or deemed non-forfeitable. Please see footnote 2 in the Outstanding Equity at Fiscal Year-End Table for the vesting and non-forfeitable dates for Stock Awards. | | (4) Value Realized on Vesting was determined by multiplying the number of shares acquired by the actual market price obtained or, in the absence of a broker transaction, value was determined by the closing price on the vesting date. The value of PSUs was determined by multiplying the closing market price of Company stock on June 30, 2026 ($146.64) by the number of PSUs. The market value of the PSUs does not include a final payment of dividend equivalents on the PSUs, which took place on August 19, 2026, prior to delivery in shares. The value of IRP and PST Restoration grants is determined using the grant price, as these shares vest immediately for all NEOs. | | (5) Messrs. Jejurikar, Moeller and Coombe are retirement eligible. Therefore, 75% of their October 2025 LTIP RSU awards became nonforfeitable on June 30, 2026, and 25% of Messrs. Moeller and Coombe's October 2024 LTIP RSU awards became non-forfeitable on October 1, 2025. | | (6) Mr. Schulten became retirement eligible in October 2025. Mr. Schulten's October 2023 LTIP RSU award became nonforfeitable on his retirement eligibility date. In addition, on June 30, 2026, 75% of Mr. Schulten's October 2025 LTIP RSU award became nonforfeitable. |

  80. Pension Benefits

    Pension Benefits The following table and footnotes provide information regarding the Company’s pension plans for Mr. Jejurikar, Mr. Schulten, Mr. Coombe, Mr. Raman, and Ms. Francisco as of the end of FY 2025-26. None of the other NEOs had any such arrangements with the Company.

  81. Pension Benefits

    | PENSION BENEFITS | | | | | | Name | Plan Name | Number of Years of Credited Service1 | Present Value of Accumulated Benefit2 ($) | Payments During Last Fiscal Year ($) | | Shailesh G. Jejurikar | The Procter & Gamble Company Global IRA | 23 years, 5 months | 5,735,000 | | | Andre Schulten | The Procter & Gamble Company Global IRA | 8 years, 9 months | 2,013,000 | | | | The Procter & Gamble Pension Fund (Germany) | 8 years, 9 months | 181,000 | | | Gary A. Coombe | The Procter & Gamble Company IPP Program | 12 years, 10 months | 1,554,000 | | | Sundar G. Raman | The Procter & Gamble Company Global IRA | 2 years, 10 months | 621,000 | | | Ma. Fatima D. Francisco | The Procter & Gamble Company Global IRA | 13 years, 3 months | 3,263,000 | |

  82. Pension Benefits

    | (1) Numbers in this column are computed as of the same pension plan measurement date used for financial statement reporting purposes for the Company’s audited financial statements as found in Note 8 to the Consolidated Financial Statements contained in the Company’s 2026 Annual Report on Form 10-K. | | (2) The following provides the assumptions used in each plan to calculate present value under SEC rules. The actual calculation of the benefit at the time of retirement may vary according to the terms of the Global IRA, the German Pension Plan and the IPP Program at the time: |

  83. Pension Benefits

    | Assumptions | Global IRA | German Pension Plan | IPP Program | | Retirement Age | 60 | 65 | 62 | | Discount Rate | 5.30% | 4.36% | N/A | | Salary Increase Rate | 3.50% | N/A | N/A | | Pension Increase Rate | N/A | 1.90% | N/A | | Pre-Retirement Decrements | None | None | None | | Post-Retirement Mortality Table | Pri-2012 using MP-2021 Projection Scale Blended | Heubeck 2018 G | NA. Capitalization factor as indicated in the P&G Switzerland pension plan rules |

  84. Pension Benefits

    The following exchange rates as of June 30, 2026, were used to calculate the present-day lump sum value of certain benefits earned while working in previous home countries (as described in The Procter & Gamble Global International Retirement Arrangement Plan (“Global IRA”), The Procter & Gamble Pension Fund (Germany) (the "German Pension Plan"), and The Procter & Gamble International Pension Protection Program ("IPP Program") section below): (1)USD $ 1.13980 : Euro €1.00000; (2)USD $ 0.01057 : Indian Rupee INR 1.00000; (3) USD $0.77268 : SGD 1.00000; (4) USD $1.23579 : CHF 1.00000; and (5)USD $0.01631 : Philippine Peso 1.00000.

  85. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table and footnotes provide information regarding the Company’s non-tax-qualified defined contribution and deferred compensation plans for each of the NEOs for FY 2025-26. For a complete understanding of the table and the footnotes, please read the narrative that follows the table.

  86. Nonqualified Deferred Compensation

    | Nonqualified Deferred Compensation | | | | | | | | | | | | | | Aggregate Balance on 6/30/25 | Executive Contributions in Last FY | Registrant Contributions in Last FY | | Aggregate Earnings in Last FY1 | Aggregate Withdrawals or Distributions | | Aggregate Balance on 6/30/26 | | | Name | Plan Name | ($) | ($) | ($) | | ($) | ($) | | ($) | | | Shailesh G. Jejurikar | Employee Stock and Incentive Compensation Plan2 | 1,542,766 | - | 2,536,090 | 3 | (14,155) | 1,528,611 | 4 | 2,536,090 | | | | PST Restoration Program | 862,500 | - | 115,672 | 5 | (53,251) | 7,415 | | 917,505 | 6 | | | Executive Deferred Compensation Plan | 760,481 | - | - | | 169,269 | - | | 929,751 | | | Jon R. Moeller | Employee Stock and Incentive Compensation Plan2 | 8,538,396 | - | 1,848,576 | 7 | (367,932) | 4,435,679 | 8 | 5,583,362 | 9 | | | PST Restoration Program | 5,570,232 | - | 357,864 | 5 | (319,395) | 22,972 | | 5,585,729 | 10 | | Andre Schulten | Employee Stock and Incentive Compensation Plan2 | - | - | 2,182,136 | 11 | (28,779) | 113,170 | 12 | 2,040,187 | 13 | | | International Retirement Plan | 1,248,093 | - | - | | (66,514) | - | | 1,181,579 | | | | PST Restoration Program | 694,761 | - | 201,029 | 5 | (49,686) | 12,794 | | 833,310 | 14 | | Gary A. Coombe | Employee Stock and Incentive Compensation Plan2 | 1,585,835 | - | 494,921 | 15 | (65,135) | 1,184,106 | 16 | 831,515 | | | | PST Restoration Program | 148,633 | - | - | | (7,921) | - | | 140,712 | | | | International Retirement Plan | 1,107,429 | - | 142,156 | 17 | (67,696) | - | | 1,181,889 | | | Marc S. Pritchard | PST Restoration Program | 7,293,048 | - | 199,912 | 5 | (401,283) | 13,667 | | 7,078,010 | | | Sundar G. Raman | PST Restoration Program | 572,546 | - | 168,322 | 5 | (41,048) | 8,578 | | 691,242 | 18 | | Jennifer L. Davis | PST Restoration Program | 673,468 | - | 163,695 | 5 | (46,149) | 8,723 | | 782,291 | 19 | | Ma. Fatima D. Francisco | PST Restoration Program | 1,328,559 | - | 201,029 | 5 | (83,396) | 10,614 | | 1,435,578 | 20 | | | Executive Deferred Compensation Plan | 8,006,854 | - | - | | 2,523,611 | - | | 10,530,465 | |

  87. Nonqualified Deferred Compensation

    | (1) Because none of the amounts included in this column are above-market earnings under SEC reporting rules, they are not reflected in the Summary Compensation Table. | | (2) Amounts shown include awards granted under the terms of the 2019 Plan. | | (3) Total reflects 75% of the 2025 LTIP RSU grant (less taxes paid on the grant at the end of calendar year 2025), which became non-forfeitable pro rata because the NEO is retirement eligible. The 2025 LTIP RSU grant is also reported in the Summary Compensation Table. | | (4) Total reflects the delivery of a 2022 LTIP grant and taxes withheld on the 2025 LTIP RSU grant. | | (5) Total reflects registrant contributions in the form of RSUs pursuant to the PST Restoration Program, 100% of which are also reported in the Stock Awards column in the Summary Compensation Table. | | (6) Total includes $414,018 previously reported in Summary Compensation Tables for prior years. | | (7) Total reflects 25% of the 2024 LTIP RSU grant and 75% of the 2025 LTIP RSU grant (less taxes paid on the grant at the end of calendar year 2025), which became non-forfeitable pro rata because the NEO is retirement eligible. The 2025 LTIP RSU grant is also reported in the Summary Compensation Table, while the 2024 LTIP RSU grant was reported in the Summary Compensation Table in the Company’s 2025 Proxy Statement. | | (8) Total reflects the delivery of a 2022 LTIP grant and taxes withheld on the 2024 and 2025 LTIP RSU grants. | | (9) Total includes $4,587,708 previously reported in Summary Compensation Tables for prior years. | | (10) Total includes $2,702,940 previously reported in Summary Compensation Tables for prior years. | | (11) Total reflects 100% of the 2023 LTIP RSU and 75% of the 2025 LTIP RSU grant (less taxes paid on the grant at the end of calendar year 2025), which became non-forfeitable pro rata because the NEO is retirement eligible. The 2025 LTIP RSU grant is also reported in the Summary Compensation Table, while the 2023 LTIP RSU grant was reported in the Summary Compensation Table in the Company’s 2024 Proxy Statement. | | (12) Total reflects taxes withheld on the 2023 and 2025 LTIP RSU grants. | | (13) Total includes $1,406,310 previously reported in Summary Compensation Tables for prior years. | | (14) Total includes $550,162 previously reported in Summary Compensation Tables for prior years. | | (15) Total reflects 25% of the 2024 LTIP RSU grant and 75% of the 2025 LTIP RSU grant, which became non-forfeitable pro rata because the NEO is retirement eligible. The 2025 LTIP RSU grant is also reported in the Summary Compensation Table. | | (16) Total reflects the delivery of a 2022 LTIP grant. | | (17) Total reflects registrant contributions in the form of RSUs pursuant to the International Retirement Plan ("IRP"), 100% of which are also reported in the Stock Awards column in the Summary Compensation Table. | | (18) Total includes $132,645 previously reported in Summary Compensation Tables for prior years. | | (19) Total includes $130,807 previously reported in Summary Compensation Tables for prior years. | | (20) Total includes $381,011 previously reported in Summary Compensation Tables for prior years. |

  88. Nonqualified Deferred Compensation

    The NEOs are eligible to participate in the Executive Deferred Compensation Plan (“EDCP”). Under the EDCP, a participant may defer up to 75% of base salary and up to 100% of the STAR award. Amounts may be deferred for a minimum of one year or until termination of employment. Payments that commence upon retirement, death, or disability may be taken in a lump sum or installments (over a maximum period of ten years). All other payments under the plan are paid as a lump sum. Amounts deferred under the EDCP are credited with market earnings based on the same fund choices available to all employees under The Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan, one of the Company’s tax-qualified plans, with the exception of P&G stock, which is not offered as an investment option in the EDCP. Participants may change fund choices on a daily basis. LTIP grants made in the form of RSUs that become non-forfeitable prior to delivery due to the NEO being retirement eligible are included in the aggregate balance as deferred compensation awards under an employee stock and incentive compensation plan. Participants may also defer delivery of incentive awards earned under the PSP program and its predecessors by electing to receive RSUs with deferred delivery. The RSUs are governed by the employee stock and incentive compensation plan that was in effect at the time the award was granted. Similarly, other special equity awards that were deferred by an NEO are included in the aggregate balance for amounts deferred under an employee stock and incentive compensation plan. As described on pages 48-49 of this proxy statement, federal tax rules limit the size of contributions that can be made to individuals pursuant to tax-qualified defined contribution plans like the PST. To account for these limitations, the Company utilizes the PST Restoration Program to make an additional annual contribution in the form of RSUs. Similar to the PST, these RSUs become non-forfeitable once an executive has met the vesting requirement (three years of service). The default form of payment is a lump sum distribution one year after retirement, or the executive can elect to defer the lump sum to six or eleven years after retirement or to commence ten annual installments at six or eleven years after retirement. Generally, executives have until retirement to change a previous deferral election, with any such deferral elections or changes to deferral elections made in compliance with Section 409A of the Internal Revenue Code. These RSUs earn dividend equivalents at the same rate as dividends on common stock. The dividend equivalents accrue in the form of additional RSUs each quarter and are credited to the executive’s holdings. The value of each RSU may increase or decrease over time as the value is tied to the price of the common stock. Finally, NEOs who are 45 years of age or older may convert certain of their PST Restoration Program RSUs into notional cash with the same investment choices as those available under the EDCP. The Company’s International Retirement Plan (“IRP”) is designed to provide retirement benefits for employees whose participation in retirement plans in their home countries has been suspended because they are on assignments outside of that country. Under the IRP, the Company makes an annual contribution for each participant equal to the contribution that would have been made under the participant’s home country retirement plan had the participant remained in that country and eligible to participate in that plan. Historically, Company contributions to the IRP were placed into one of several investment vehicles available within the IRP, at each participant’s election. Participants in the U.S. receive their contributions in RSUs. These contributions vest according to the terms and conditions of the participant’s home country retirement plan. Upon retirement from the Company, participants must elect to receive distributions from the IRP Trust in one of four ways: (1) fixed-income annuity; (2) variable annuity; (3) lump sum; or (4) annual installments (over a maximum of 15 years). Amounts the NEOs defer under any of the above-mentioned plans that are scheduled to be paid after termination of employment must be held by the Company for a minimum of six months in order to comply with Section 409A of the Internal Revenue Code.

  89. Payments upon Termination or Change in Control

    Payments upon Termination or Change in Control The Company does not have any employment contracts with its NEOs that require severance payments upon termination of their employment. The only situation in which a severance payment may be made is if an employee is encouraged to separate from the Company. Certain elements of compensation are, however, treated differently depending upon the specific circumstances of an NEO’s separation.

  90. Estimated Post-Employment Treatment of Compensation and Benefits

    | Payments Upon Termination or Change in Control | | | | | | | | Voluntary Separation or Termination for Cause | Written Separation Agreement | | | | | | | | Retirement or Disability | Change in Control | | | | | | | | Death | | Name | ($) | ($) | ($) | ($) | ($) | | Shailesh G. Jejurikar | | | | | | | Salary | 0 | 1,600,000 | 0 | 0 | 0 | | STAR1 | 0 | 0 | 0 | 0 | 0 | | LTIP2 | 0 | 133,515 | 133,515 | 978,878 | 978,878 | | PSP3 | 0 | 8,182,192 | 8,182,192 | 9,893,667 | 9,893,667 | | EGLIP | 0 | 0 | 0 | 0 | 4,800,000 | | Total | 0 | 9,915,707 | 8,315,707 | 10,872,546 | 15,672,546 | | Jon R. Moeller | | | | | | | Salary | 0 | 1,200,000 | 0 | 0 | 0 | | STAR1 | 0 | 0 | 0 | 0 | 0 | | LTIP2 | 0 | 237,358 | 237,358 | 690,188 | 690,188 | | PSP3 | 0 | 13,271,582 | 13,271,582 | 15,105,338 | 15,105,338 | | EGLIP | 0 | 0 | 0 | 0 | 3,600,000 | | Total | 0 | 14,708,940 | 13,508,940 | 15,795,526 | 19,395,526 | | Andre Schulten | | | | | | | Salary | 0 | 1,110,000 | 0 | 0 | 0 | | STAR1 | 0 | 0 | 0 | 0 | 0 | | LTIP2 | 0 | 59,605 | 59,605 | 266,864 | 266,864 | | PSP3 | 0 | 5,288,151 | 5,288,151 | 6,127,297 | 6,127,297 | | EGLIP | 0 | 0 | 0 | 0 | 2,386,500 | | Total | 0 | 6,457,756 | 5,347,756 | 6,394,160 | 8,780,660 | | Gary A. Coombe | | | | | | | Salary | 0 | 1,050,000 | 0 | 0 | 0 | | STAR1 | 0 | 0 | 0 | 0 | 0 | | LTIP2 | 0 | 79,155 | 79,155 | 205,480 | 205,480 | | PSP3 | 0 | 3,325,948 | 3,325,948 | 3,831,211 | 3,831,211 | | EGLIP | 0 | 0 | 0 | 0 | 2,257,500 | | Total | 0 | 4,455,103 | 3,405,103 | 4,036,691 | 6,294,191 | | Marc S. Pritchard | | | | | | | Salary | 0 | 1,060,000 | 0 | 0 | 0 | | STAR1 | 0 | 0 | 0 | 0 | 0 | | LTIP2 | 0 | 64,766 | 64,766 | 64,766 | 64,766 | | PSP3 | 0 | 2,575,156 | 2,575,156 | 2,972,857 | 2,972,857 | | EGLIP | 0 | 0 | 0 | 0 | 2,067,000 | | Total | 0 | 3,699,922 | 2,639,922 | 3,037,623 | 5,104,623 | | Sundar G. Raman | | | | | | | Salary | 0 | 1,030,000 | 0 | 0 | 0 | | STAR1 | 0 | 0 | 0 | 0 | 0 | | LTIP2 | 0 | 76,548 | 76,548 | 76,548 | 76,548 | | PSP3 | 0 | 3,535,528 | 3,535,528 | 4,093,748 | 4,093,748 | | Total | 0 | 4,642,076 | 3,612,076 | 4,170,296 | 4,170,296 |

  91. Estimated Post-Employment Treatment of Compensation and Benefits

    | Payments Upon Termination or Change in Control | | | | | | | | Voluntary Separation or Termination for Cause | Written Separation Agreement | | | | | | | | Retirement or Disability | Change in Control | | | | | | | | Death | | Name | ($) | ($) | ($) | ($) | ($) | | Jennifer L. Davis | | | | | | | Salary | 0 | 1,030,000 | 0 | 0 | 0 | | STAR1 | 0 | 0 | 0 | 0 | 0 | | LTIP2 | 0 | 75,764 | 75,764 | 75,764 | 75,764 | | PSP3 | 0 | 3,501,722 | 3,501,722 | 4,059,942 | 4,059,942 | | Total | 0 | 4,607,486 | 3,577,486 | 4,135,706 | 4,135,706 | | Ma. Fatima D. Francisco | | | | | | | Salary | 0 | 1,075,000 | 0 | 0 | 0 | | STAR1 | 0 | 0 | 0 | 0 | 0 | | LTIP2 | 0 | 85,915 | 85,915 | 85,915 | 85,915 | | PSP3 | 0 | 3,314,270 | 3,314,270 | 3,819,533 | 3,819,533 | | EGLIP | 0 | 0 | 0 | 0 | 2,311,250 | | Total | 0 | 4,475,185 | 3,400,185 | 3,905,448 | 6,216,698 |

  92. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship between the annual total compensation of our employees and the annual total compensation of the CEO position, which was held by Mr. Moeller from July 1, 2025 through December 31, 2025, and by Mr. Jejurikar from January 1, 2026 through June 30, 2026. The pay ratio was calculated in a manner consistent with Item 402(u) of Regulation S-K and based upon our reasonable judgment and assumptions. For FY 2025-26, the median of the annual total compensation of all employees of the Company (other than our CEO) was $68,595, and the annual total compensation of the CEOs, prorated for time worked, was $19,025,326. Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of employees was 278 to 1. In accordance with SEC requirements, we have determined that there have been no changes to our employee population or compensation arrangements in FY 2025-26 that we believe would significantly affect our pay ratio disclosure. In determining our pay ratio for FY 2025-26, we used the same median employee as was identified last year according to the process outlined below. To identify the median of the annual total compensation of all our employees, we determined that, as of April 1, 2024, our employee population consisted of approximately 106,890 active employees working at our parent company and consolidated subsidiaries. Applying the de minimis exemption under the rule, we chose to exclude approximately 4,926 employees in 33 countries where payroll data is maintained outside the system that holds data for the majority of our employees, or less than 5% of the total.1 To identify the “median employee” from the resulting population of approximately 101,964 employees, we selected Total Gross Pay as the consistently applied compensation measure. Total Gross Pay reflects a wide variety of pay items, including monthly and bi-weekly wages earned, time-related bonuses (such as overtime, shift premiums, holiday bonuses), vacation pay, bonuses, stock option exercises, and other benefits and allowances. Because pay periods vary across jurisdictions, we measured Total Gross Pay using a three-month period covering January, February, and March 2024. For purposes of determining the consistently applied compensation measure, we converted the gross salary amounts from the local currency paid in the country into U.S. dollar amounts using an average of the exchange rates at the end of each month in the three-month period. With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for FY 2025-26 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. With respect to the annual total compensation of our CEOs, we used prorated amounts from the “Total” column of our FY 2025-26 Summary Compensation Table included in this proxy statement.

  93. Pay Ratio

    | 1. | We excluded the following approximate number of employees by jurisdiction: Turkey, 624; Austria, 560; United Arab Emirates, 541; Czech Republic, 510; Pakistan; 496; Ukraine, 407; Greece, 365; South Africa, 351; Morocco, 152; Portugal, 139; Netherlands, 137; Sweden, 120; Serbia, 61; Croatia, 49; Kazakhstan, 49; Ecuador, 46; Bulgaria, 45; Venezuela, 44; Israel, 42; Slovakia, 41; Nigeria, 32; Denmark, 26; Azerbaijan, 25; Finland, 17; Latvia, 11; Norway, 10; Dominican Republic, 8; El Salvador, 5; Honduras, 5; Kenya, 4; Bangladesh, 2; Algeria, 1; Luxembourg, 1. |

  94. Pay Ratio

    As discussed in the Compensation Discussion and Analysis section above, our fundamental and overriding objective is to create value for our shareholders at leadership levels on a consistent long-term basis. The C&LD Committee approaches CEO and overall executive compensation with an emphasis on Pay for Performance through alignment of our incentive compensation program outcomes with successful execution of our business strategies. Payouts are intended to reward executives who achieve or exceed Company and business unit goals, with lower or no payouts when executives do not meet goals. Equity awards are a key component of executive compensation with the goal of driving Total Shareholder Return through the use of stock options and time-vested RSUs under the LTIP and PSUs under the PSP. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our CEO and to our other non-CEO NEOs and certain financial performance measures of the Company for the past five fiscal years. Compensation actually paid (“CAP”), as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year.

  95. Pay Versus Performance (PVP) Table

    Pay Versus Performance (PVP) Table

  96. Pay Versus Performance (PVP) Table

    | | | | | | | | | | Value of Initial Fixed $100 Investment Based on | | | | | Year | Summary Compensation Table (SCT) Total for CEO (Jejurikar)1 ($) | Compensation Actually Paid to CEO (Jejurikar)2 ($) | SCT Total for CEO (Moeller)1 ($) | Compensation Actually Paid to CEO (Moeller)2 ($) | SCT Total for CEO (Taylor)1 ($) | Compensation Actually Paid to CEO (Taylor)2 ($) | Average SCT Total for non-CEO NEOs3 ($) | Average Compensation Actually Paid to non-CEO NEOs2,3 ($) | P&G TSR ($) | Peer Group TSR (S&P 500 Consumer Staples)4 ($) | Net Income ($B) | Organic Sales Growth5 | | (a) | (b) | (c) | | | | | (d) | (e) | (f) | (g) | (h) | (i) | | 2025-26 | 18,976,742 | 10,804,041 | 19,073,909 | 2,707,148 | | | 6,959,950 | 2,024,214 | 123.37 | 145.50 | 16.1 | 1.4% | | 2024-25 | | | 21,909,816 | 15,425,410 | | | 7,832,698 | 5,563,035 | 150.71 | 170.04 | 16.1 | 1.8% | | 2023-24 | | | 22,963,881 | 37,998,329 | | | 8,191,635 | 12,964,390 | 152.28 | 151.60 | 15.0 | 3.9% | | 2022-23 | | | 21,715,625 | 26,736,735 | | | 7,174,555 | 8,811,521 | 136.63 | 140.17 | 14.7 | 6.9% | | 2021-22 | | | 17,716,015 | 30,332,659 | 18,595,382 | 34,333,232 | 6,783,743 | 11,363,522 | 126.14 | 131.49 | 14.8 | 6.7% |

  97. Pay Versus Performance (PVP) Table

    | (1) Mr. Jejurikar served 6 months as CEO during the second half of FY 2025-26. Mr. Moeller served as CEO for 6 months during the first half of FY 2025-26 and as Executive Chairman of the Board for 7 months from January 1, 2026 through his retirement from the Board on July 31, 2026. Mr. Moeller previously served as CEO for the entirety of FY 2022-23 through FY 2024-25. David Taylor is listed as the additional CEO in FY 2021-22. Mr. Taylor served 4 months as CEO and 8 months as Executive Chairman of the Board before retiring at the end of FY 2021-22. Mr. Moeller served 8 months as CEO in FY 2021-22.. | | | (2) See section titled “Compensation Actually Paid Reconciliation” below for details on the CAP calculation. | | | (3) The following non-CEO NEOs are included in the average compensation in columns (d) and (e) for each respective fiscal year above: | | | • | FY 2025-26 represented compensation for Andre Schulten, Gary A. Coombe, Marc S. Pritchard, Sundar G. Raman, Jennifer L. Davis, and Ma. Fatima D. Francisco | | • | FY 2024-25 represented compensation for Andre Schulten, Shailesh G. Jejurikar, Jennifer L. Davis, and Sundar G. Raman | | • | FY 2023-24 represented compensation for Andre Schulten, Shailesh G. Jejurikar, Ma. Fatima D. Francisco, and R. Alexandra Keith | | • | FY 2022-23 represented compensation for Andre Schulten, Shailesh G. Jejurikar, Ma. Fatima D. Francisco, and R. Alexandra Keith | | • | FY 2021-22 represented compensation for Andre Schulten, Shailesh G. Jejurikar, Ma. Fatima D. Francisco, R. Alexandra Keith, and Carolyn Tastad | | (4) The peer group used for the Pay versus Performance table is the S&P 500 Consumer Staples Index (SP500.30). | | | (5) In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measures (as determined by the Company) used to link compensation actually paid to our executive officers to Company performance for the most recently completed fiscal year. The Company determined that Organic Sales Growth, which is a key driver of our annual and long-term incentive payouts, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table. Organic Sales Growth is a measure of sales growth excluding the impacts of acquisitions and divestitures and foreign exchange from year-over-year comparisons. See Exhibit A for a reconciliation of Organic Sales Growth to Net Sales Growth. | |

  98. Compensation Actually Paid Reconciliation

    Compensation Actually Paid Reconciliation The tables below provide the reconciliation between the equity amounts reported in the Summary Compensation Table (“SCT”) and those used to calculate CAP for the CEOs and the average of all other NEOs. As described in the Compensation Discussion and Analysis section, our NEOs receive equity awards under the PSP, LTIP, and Retirement Restoration Programs. NEOs receive PSUs in the PSP program, retirement restricted RSUs in the Retirement Restoration Programs, and may select between stock options and RSUs in 25% increments in the LTIP program, except the CEO for whom the C&LD Committee determines the appropriate mix of stock options and RSUs. Measurement of vested and unvested stock option awards uses the same lattice model used for financial statement reporting purposes, while PSUs are re-valued using the same Monte Carlo simulation used for financial statement reporting purposes.

  99. Compensation Actually Paid Reconciliation

    | | 2025-26 | | 2024-25 | 2023-24 | 2022-23 | 2021-22 | | | Adjustments | CEO(a) (Jejurikar) | CEO(a) (Moeller) | CEO(a) (Moeller) | CEO(a) (Moeller) | CEO(a) (Moeller) | CEO(a) (Taylor) | CEO(a) (Moeller) | | Summary Compensation Table Total | 18,976,742 | 19,073,909 | 21,909,816 | 22,963,881 | 21,715,625 | 18,595,382 | 17,716,015 | | (Deduct): Aggregate grant date fair value for stock awards and option awards included in the SCT (b) | (14,535,219) | (15,807,598) | (18,082,160) | (16,901,830) | (14,997,563) | (13,552,685) | (12,044,670) | | Add: Fair value at fiscal year end of awards granted during the covered fiscal year that were outstanding and unvested at fiscal year end (c) | 13,157,944 | 14,051,539 | 11,863,926 | 21,316,676 | 18,527,276 | 12,022,907 | 14,208,859 | | Add: Year-over-year change in fair value at fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the fiscal year end (d) | (2,233,311) | (5,049,043) | (2,924,340) | 6,319,870 | 1,100,946 | 8,156,040 | 5,143,672 | | Add: Fair value at vesting date of Stock Awards and Options granted and vested during the fiscal year (e) | 115,672 | 379,673 | 360,238 | 351,275 | 281,459 | 339,121 | 205,328 | | Add/(Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the fiscal year (f) | (3,648,787) | (9,941,332) | 2,297,931 | 3,948,457 | 108,992 | 8,772,467 | 5,103,456 | | Add: Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year (g) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | (Deduct): Aggregate change in the actuarial present value of the accumulated benefit under any pension plan (h) | (1,029,000) | 0 | 0 | 0 | 0 | 0 | 0 | | Add: Aggregate service cost and prior service cost for pension plans (i) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Total value of adjustments | (8,172,701) | (16,366,761) | (6,484,406) | 15,034,448 | 5,021,110 | 15,737,850 | 12,616,645 | | CAP Amounts (as calculated) | 10,804,041 | 2,707,148 | 15,425,410 | 37,998,329 | 26,736,735 | 34,333,232 | 30,332,659 |

  100. Compensation Actually Paid Reconciliation

    For the “Other NEOs Average” columns below, all amounts reflect the average of the values for the applicable NEOs in each fiscal year in accordance with SEC rules.

  101. Compensation Actually Paid Reconciliation

    | | Other NEOs Average | | | | | | Adjustments | 2025-26 | 2024-25 | 2023-24 | 2022-23 | 2021-22 | | Summary Compensation Table Total | 6,959,950 | 7,832,698 | 8,191,635 | 7,174,555 | 6,783,743 | | (Deduct): Aggregate grant date fair value for stock awards and option awards included in the SCT (b) | (4,902,762) | (5,565,296) | (5,256,231) | (4,441,759) | (4,432,973) | | Add: Fair value at fiscal year end of awards granted during the covered fiscal year that were outstanding and unvested at fiscal year end (c) | 4,288,547 | 3,562,295 | 6,620,680 | 5,502,775 | 5,110,606 | | Add: Year-over-year change in fair value at fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the fiscal year end (d) | (1,368,889) | (932,960) | 2,152,092 | 494,333 | 2,005,209 | | Add: Fair value at vesting date of Stock Awards and Options granted and vested during the fiscal year (e) | 181,005 | 134,817 | 138,791 | 120,064 | 96,519 | | Add/(Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the fiscal year (f) | (3,086,469) | 696,732 | 1,315,673 | (28,946) | 1,800,418 | | Add: Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year (g) | 0 | 0 | 0 | 0 | 0 | | (Deduct): Aggregate change in the actuarial present value of the accumulated benefit under any pension plan (h) | (47,167) | (165,250) | (198,250) | (9,500) | - | | Add: Aggregate service cost and prior service cost for pension plans (i) | 0 | 0 | 0 | 0 | 0 | | Total value of adjustments | (4,935,735) | (2,269,662) | 4,772,755 | 1,636,966 | 4,579,779 | | CAP Amounts (as calculated) | 2,024,214 | 5,563,035 | 12,964,390 | 8,811,521 | 11,363,522 |

  102. Compensation Actually Paid Reconciliation

    | a) | See footnote (1) under the PVP table for explanation. | | b) | Represents the aggregate grant date fair value as of the indicated fiscal year of the RSUs, PSUs, and options granted to the CEO, and the additional CEO in FY 2021-22 and FY 2025-26, and the average grant date fair values for the respective NEOs as applicable for each year, during such fiscal year, calculated using the same methodology used for financial statement reporting purposes. | | c) | Represents the aggregate fair value as of the indicated fiscal year end of outstanding and unvested stock awards and option awards granted during such fiscal year. Stock option fair values are calculated using an industry standard lattice-based valuation model as of the measurement date, which is based on the stock price and assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. PSU fair values are calculated using the stock price and a Monte Carlo simulation as of the measurement date, as well as a modifier for forecasted performance. RSU fair values as of the measurement date are calculated using the stock price on the measurement date plus accrued dividends. In FY 2021-22, the additional CEO (Mr. Taylor) as well as one non-CEO NEO retired on June 30, 2022, and, as such, the fair value of their 2022 options, RSUs and PSUs were prorated at 75% to reflect their fiscal year service and did not vest until October and August 2025, respectively. | | d) | Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested RSUs, PSUs, and options. See footnote (c) above for information about our equity valuations. | | e) | Represents the aggregate fair value at vesting of RSUs, PSUs, and options that were granted and vested during the indicated fiscal year. See footnote (c) above for information about our equity valuations. Amounts in this row reflect the annual grant of RSUs under our PST Restoration Program and IRP, which is described in the Grants of Plan-Based Awards Table and footnotes. Additionally, for the CEO, an additional CEO in FY 2025-26 and FY 2021-22, and any other retirement-eligible NEOs, this row includes the portion of any current year RSUs that was withheld to pay required payroll employment tax (FICA/Medicare) obligations (and income taxes due on the amounts withheld) due in connection with the executive qualifying as retirement-eligible during the applicable year. | | f) | Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date of each RSU, PSU, and option that was granted in a prior fiscal year and which vested during the indicated fiscal year. See footnote (c) above for information about our equity valuations. | | g) | No amounts were required to be reported for any CEO, additional CEO, or other NEO. | | h) | Represents the aggregate change in the actuarial present value of the accumulated benefit under pension plans. | | i) | There are no service costs or prior service costs for any of the CEO or the other NEOs. The applicable executives earned pensions in their home country but have been localized to the United States. As such, they are no longer earning benefits in their home country pension plans. |

  103. Pay Versus Performance Alignment to Financial Metrics

    Pay Versus Performance Alignment to Financial Metrics The following table shows the financial metrics that are most important in linking compensation actually paid to our CEO and other NEOs to the Company’s performance for the most recently completed fiscal year. These metrics are included in STAR and/or PSP, as detailed in the Compensation Discussion and Analysis section above:

  104. Pay Versus Performance Alignment to Financial Metrics

    | Financial Metrics | | Organic Sales Growth | | Core EPS Growth | | Relative Organic Sales Growth | | Constant Currency Before Tax Operating Profit | | Free Cash Flow Productivity | | Relative TSR |

  105. Election of Directors

    Election of Directors See pages 5-14 of this proxy statement.

  106. Election of Directors

    | | The Board of Directors recommends a vote FOR each of the Director nominees. |

  107. Election of Directors

    ITEM 2.