Registration No. 333-234131
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE PROCTER & GAMBLE COMPANY
(Exact name of registrant as specified in its charter)
Ohio (State or other jurisdiction of incorporation or organization) | 001-00434 (Commission File Number) | 31-0411980 (I.R.S. Employer Identification Number) | ||||||
One Procter & Gamble Plaza Cincinnati, Ohio 45202 | ||||||||
(Address of principal executive offices and zip code) | ||||||||
| (513) 983-1100 | ||||||||
(Registrant's telephone number, including area code) | ||||||||
The Procter & Gamble 2019 Stock and Incentive Compensation Plan
The Procter & Gamble 2025 Stock and Incentive Compensation Plan
Susan Street Whaley, Secretary
The Procter & Gamble Company
One Procter & Gamble Plaza, Cincinnati, Ohio 45202
(513) 983-1100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | Accelerated filer ¨ | ||||
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller Reporting Company ¨ | ||||
Emerging Growth Company ¨ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
On October 8, 2019, The Procter & Gamble Company (the “Company” or the “Registrant”) filed its registration statement on Form S-8 (File No. 333-234131) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) with respect to 150,000,000 shares of the Company’s common stock (the “Common Stock”) issuable under The Procter & Gamble Company 2019 Stock and Incentive Compensation Plan (the “2019 Plan”).
On October 14, 2025 (the “Approval Date”), the Company’s shareholders approved The Procter & Gamble 2025 Stock and Incentive Compensation Plan (the “2025 Plan”). Pursuant to the terms of the 2025 Plan, no future awards will be granted under the 2019 Plan as of the Approval Date and the following will be issuable under the 2025 Plan: (i) any shares of Common Stock remaining available for awards under the 2019 Plan, and (ii) except in certain circumstances set forth in the 2025 Plan, any shares of Common Stock related to outstanding awards under the 2019 Plan that are terminated by expiration, forfeiture, cancellation or otherwise without the issuance of shares; are settled in cash in lieu of shares; or are exchanged with the Compensation and Leadership Development Committee's permission, prior to the issuance of shares, for an award not involving Common Stock (clauses (ii) and (iii) together, “Rollover Shares”).
The Company is filing this Post-Effective Amendment No. 1 to the Registration Statement pursuant to Rule 512 of Regulation S-K and the Securities Act Forms Compliance and Disclosure Interpretation 126.43 to amend the Registration Statement to register the offer of up to 37,963,988 Rollover Shares under the 2025 Plan. No additional securities are being registered by this Post-Effective Amendment. The Registrant is concurrently filing a separate registration statement on Form S-8 to register the new shares of Common Stock for offer or sale pursuant to the 2025 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by The Procter & Gamble Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
1.The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed on August 4, 2025 (incorporating by reference portions of the Registrant’s Definitive Proxy Statement filed on Schedule 14A dated August 29, 2025).
2.The Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025.
3.The Company’s Current Reports on Form 8-K filed on July 28, 2025, August 14, 2025 and October 16, 2025.
4.The description of the Registrant’s Common Stock contained in Exhibit (4-3) of the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2019, filed with the SEC on August 6, 2019, together with any amendments or reports filed with the SEC for the purpose of updating such description.
All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, and corresponding information furnished under Item 9.01 as an exhibit thereto, unless otherwise indicated therein, including any exhibits included with such Items) but prior to the filing of a
post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be incorporated by reference herein and shall be deemed to be a part hereof from the dates of filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Registration Statement to the extent that a statement contained herein or in any document subsequently filed with the Commission which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the Registration Statement or any Prospectus hereunder.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Common Stock offered hereby is being passed upon for the Registrant by Wednesday G. Shipp, Counsel, The Procter & Gamble Company, One Procter & Gamble Plaza, Cincinnati, Ohio, 45202. Ms. Shipp is the beneficial owner of shares of Common Stock of the Registrant.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Set forth below is a description of certain provisions of the Ohio Revised Code (“ORC”) and the Company’s Regulations, as such provisions relate to the indemnification of the directors and officers of the Registrant. This description is intended only as a summary and is qualified in its entirety by reference to the ORC and the Company’s Regulations.
Section 1701 of the ORC provides that a corporation must indemnify its directors, officers, employees, and agents against expenses reasonably incurred in connection with a successful defense (on the merits or otherwise) of any action, suit, or proceeding.
A corporation may indemnify its directors, officers, employees, and agents against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, in connection with actions, suits, or proceedings (except for derivative actions by or in the right of the corporation), whether civil, criminal, administrative, or investigative. The corporation may indemnify such persons if the individual has acted in good faith and in a manner that the individual believed to be in the best interests of the corporation and, with respect to a criminal action, had no reasonable cause to believe their conduct was unlawful. The determination as to whether this standard of conduct has been met must be made by the court, a majority of the disinterested directors, by independent legal counsel, or by the shareholders.
A similar standard applies in the case of derivative actions, except that indemnification may only extend to expenses, including attorney’s fees, incurred in connection with the defense or settlement of such action. If the person seeking indemnification has been found liable to the corporation in such an action, the court must approve the indemnification.
As permitted by the ORC, Article IV of the Company’s Regulations require the Company to indemnify, to the fullest extent permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she (a) is or was a Director, officer or employee of the Company or its subsidiaries, (b) is or was serving at the request of the Company or its subsidiaries as a director, trustee, officer, partner, managing member or position of similar capacity, or employee of a Company subsidiary or another corporation, limited liability company,
partnership, joint venture, trust, employee benefit plan, or other enterprise (whether domestic or foreign, nonprofit or for profit), or (c) is or was providing to third party organizations volunteer services that were duly authorized in accordance with the Company’s process for approval of such activities, against all liabilities and expenses actually and reasonably incurred by or imposed on him or her in connection with, or arising out of, any such claim, action, suit or proceeding. This indemnity will be provided unless the person (a) failed to act in good faith, in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company and its subsidiaries, (b) acted or failed to act, in either case, with deliberate intent to cause injury to the Company and its subsidiaries or with reckless disregard for the best interests of the Company or its subsidiaries, or (c) knowingly engaged in criminal activity.
The Company’s Directors, officers and certain other key employees of the Company are insured by directors and officers liability insurance policies. The Company pays the premiums for this insurance.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
EXHIBIT NO. | DESCRIPTION | ||||
*Filed herewith
Item 9. UNDERTAKINGS
(a)The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on October 30, 2025.
THE PROCTER & GAMBLE COMPANY
By: /s/ Andre Schulten
Andre Schulten
Chief Financial Officer
Pursuant to requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on October 30, 2025.
| Signature | Title | ||||||||||
* __________________________ John R. Moeller | Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) | ||||||||||
* __________________________ Andre Schulten | Chief Financial Officer (Principal Financial Officer) | ||||||||||
* __________________________ Matthew W. Janzaruk | Senior Vice President - Chief Accounting Officer (Principal Accounting Officer) | ||||||||||
* __________________________ B. Marc Allen | Director | ||||||||||
* __________________________ Craig Arnold | Director | ||||||||||
* __________________________ Brett Biggs | Director | ||||||||||
* __________________________ Sheila Bonini | Director | ||||||||||
* __________________________ Amy L. Chang | Director | ||||||||||
* __________________________ Shailesh Jejurikar | Director | ||||||||||
* __________________________ Joseph Jimenez | Director | ||||||||||
* __________________________ Christopher Kempczinski | Director | ||||||||||
* __________________________ Debra L. Lee | Director | ||||||||||
* __________________________ Christine McCarthy | Director | ||||||||||
* __________________________ Ashley McEvoy | Director | ||||||||||
* __________________________ Robert J. Portman | Director | ||||||||||
* __________________________ Rajesh Subramaniam | Director | ||||||||||
By: /s/ Susan Street Whaley
* Susan Street Whaley as Attorney-in-Fact