The Procter & Gamble Company (PG) FY2026 10-K and 10-Q Summary: Business, Risk Factors, MD&A

Business

From the FY2026 10-K, accession 0000080424-26-000103.

P&G is a multinational consumer packaged goods company selling daily-use branded products in about 180 countries and territories, with on-the-ground operations in approximately 65 countries. It was incorporated in Ohio in 1905, having first been established as a New Jersey corporation in 1890, and traces back to a business founded in Cincinnati in 1837 by William Procter and James Gamble.

Business model. P&G creates, manufactures, markets and distributes a diversified portfolio of daily-use products, competing on what it calls "irresistible superiority" across five vectors, product performance, packaging, brand communication, retail execution and value. It invests in R&D and consumer insight to innovate existing products and invent new categories, and relies on continuous productivity improvement to fund that investment. Distribution runs through retail stores, digital commerce platforms and direct-to-consumer channels.

Organizational structure. The company is organized into Sector Business Units (SBUs), Enterprise Markets (EMs), Corporate Functions and Global Business Services. The five SBUs map to the five reportable segments. SBUs own global brand strategy, product upgrades and innovation, marketing plans and supply chain, and carry direct profit responsibility for "Focus Markets", the large majority of sales and earnings. Enterprise Markets own sales and profit delivery in the remaining countries. Results are also discussed by region: North America, Europe, Greater China, Latin America, Asia Pacific, and India/Middle East/Africa (IMEA).

The five reportable segments

Percentages below are shares of fiscal 2026 net sales and net earnings excluding results held in Corporate; dollar figures are fiscal 2026 segment results.

Market positions the company claims. Hair care: global leader, ~20% share. Personal care: #2, ~20% share. Skin care: Olay a top global facial skin care brand, ~5% share. Grooming: global leader with >50% share; blades and razors >60%; ~30% of male electric shavers. Oral care: leader with nearly 30% share. Fabric care: global leader, >35% share in the markets where it competes. Home care: >30% share. Baby care: >30% global share. Feminine care: global leader with nearly 30% share; menstrual care nearly 35%; adult incontinence >15%. Family care is predominantly North American, Bounty near 40% and Charmin over 25% North American share.

Customer concentration. Walmart and its affiliates were approximately 16% of total sales in fiscal 2026, 2025 and 2024. No other customer exceeded 10%. The top ten customers were approximately 43% of net sales in fiscal 2026 and 2025, and 42% in 2024.

Strategic framework. Five integrated choices: a focused portfolio of daily-use categories where performance drives brand choice; superiority across the five vectors; productivity; constructive disruption; and a lean, accountable organization. The stated long-term growth algorithm is organic sales growth above market growth rates, core EPS growth of mid-to-high single digits, and adjusted free cash flow productivity of 90% or greater, targeting total shareholder return in the top third of its peer group. Management explicitly flags that it is adapting execution to changes it observes: consumers engaging with brands through social platforms, streaming and AI-based search; retailers selling across multiple platforms and building their own media businesses; consumers reassessing value across their basket after cumulative inflation; and AI opening new ways to innovate, produce and market.

Supply and inputs. Almost all raw and packaging materials are bought from third parties, some single-source. The company produces certain raw materials, primarily chemicals, internally. Fuel, natural gas and derivative products are important manufacturing and transport inputs. Key commodity exposures are oil-derived materials such as resins and paper-based materials such as pulp.

Properties. 24 owned and operated U.S. manufacturing sites across 18 states, plus 72 sites in 31 other countries. Beauty products are made at 20 locations, Grooming at 17, Health Care at 19, Fabric & Home Care at 34, and Baby, Feminine & Family Care at 32. Corporate headquarters in Cincinnati, Ohio is owned; principal regional offices are in Switzerland, Panama, Singapore, China and the UAE, and shared service centers in Costa Rica, the UK and the Philippines.

People. Approximately 104,000 employees as of June 30, 2026, down 4% year over year because of the ongoing restructuring program. 49% are in manufacturing roles, 28% are located in the United States, 42% of global employees are women and 33% of U.S. employees identify as multicultural. P&G staffs most senior leadership from within.

Regulation. Products and manufacturing are subject to the FDA, EPA, OSHA, FTC and CPSC in the U.S., to anti-corruption law including the FCPA, and to comparable and in some cases more stringent regimes abroad, plus expanding environmental, non-financial reporting, labor, trade, tax and privacy regulation (including GDPR and U.S. state analogues). The company does not expect compliance expenditures to materially affect capital spending, earnings or competitive position in fiscal 2027.

Risk factors

Condensed from the FY2026 10-K, accession 0000080424-26-000103.

Macroeconomic and financial

• Foreign currency. More than 50% of annual net sales are generated outside the U.S.

Translation and transaction exposures can cut the dollar value of sales, earnings and cash flows, raise supply costs in dollars, and hurt local competitiveness. Largest international markets, Greater China, the UK, Canada, Japan and Germany, were about 21% of fiscal 2026 net sales.

• Debt and rate exposure. P&G carries significant debt including floating-rate and

foreign-currency debt and derivatives. Refinancing and derivative renewal expose it to global rate moves and rate differentials; maturity cash outflows on foreign-currency debt and derivatives can be hurt by significant appreciation of foreign currencies, particularly the euro.

• Capital and currency controls. Local cash balances sit in countries with exchange,

import-authorization or pricing controls; failure to manage these, repatriate earnings, or absorb new tariffs, quotas or trade barriers would hurt results.

• Demand and counterparty hardship. Recession, inflation, tighter credit for

suppliers and customers, policy shifts, social unrest or deteriorating relations between countries can depress demand and impair collections. If sales, income and cash flow fall short, expected share repurchases and dividend payments are at risk.

• Geopolitics. Elections, sanctions, export controls, tariffs and retaliation create

unpredictability. The Russia-Ukraine war has already hurt operations; P&G says it may reduce further or discontinue Russian operations, which could bring asset losses, plant impairments or working-capital write-downs. Russia was 1% of consolidated net sales, net earnings and net assets at June 30, 2026. Middle East conflict adds energy, supply chain, inflation and trade-restriction exposure.

• Credit markets and banking partners. A credit-rating downgrade or market disruption

would raise borrowing costs; the company also depends on top-tier banks in key markets for credit facilities and for collection, payment and supply chain finance programs.

Business operations

• Supply chain disruption, including sole-supplier and sole-plant arrangements, labor

disputes, loss of key sites, systems discontinuity, cybersecurity incidents including ransomware, misuse of AI, inability to procure raw materials (including water and recycled materials), trade-policy shifts, natural disasters, more severe or frequent extreme weather, war, terrorism and disease outbreaks.

• Cost fluctuation in commodities (petroleum-derived resins, pulp), raw and packaging

materials, labor, tariffs, transportation, energy, pensions and healthcare, managed through pricing, cost-savings projects and sourcing, with consumer reaction to pricing itself a risk.

• Competition, against global and local branded rivals and retailer private label,

amid growing online shopping, digital tool growth, media fragmentation, easy category entry and growth in hard-discount channels.

• Customer concentration and trade terms. Retail consolidation, buying alliances and

changing negotiation strategies create cost and margin pressure. Failure to agree terms with a key customer, or a key customer cutting inventory or shelf space, would hurt.

• Brand reputation. Recalls, product-related litigation, defects or impurities,

changing consumer perception of ingredients, negative perception of plastic and petroleum-based packaging, labor or social-practice allegations, cyber incidents, privacy failures, counterfeits, and adverse social media can all damage results. P&G also flags that consumer and stakeholder perceptions of its citizenship programs vary widely and can cut both ways.

• Third-party dependence across suppliers, contract manufacturers, distributors,

banks and joint-venture partners, inherently less control over operations, governance and compliance, with third-party actions potentially imputed to the company.

• Information and operational technology. P&G states its and its providers' systems

"have been, and will likely continue to be" subject to viruses, ransomware, unauthorized access attempts, denial-of-service, phishing including adversarial AI, credential stuffing, data encryption or exfiltration, deep fakes and supply-chain software compromise, including from nation-state actors, and that it cannot guarantee material breaches will be prevented. New technologies, including AI, may carry biases, errors or insufficient data and produce flawed outputs.

Strategy and organization

• Innovation. Growth depends on correctly anticipating accelerating changes in

consumer habits, protecting IP without infringing others', and marketing effectively across fragmented digital and mobile platforms with tightening privacy rules, including timely and responsible adoption of AI.

• M&A, JV and divestiture execution. Results have been and could be hurt by dilution

from divested brands or dissolved joint ventures, by acquired-asset values falling below book, and by failure to deliver expected cost and growth synergies, which could trigger goodwill and intangible impairment.

• Productivity and talent. Financial projections assume continued productivity gains

and cost savings including staffing reductions. Failure to deliver them while still investing in growth would hurt results. Leadership transitions, succession planning and retention of key employees, especially in growth markets with limited skilled labor, are named risks.

Legal, regulatory and tax

• Expanding compliance burden across IP, product liability, product composition and

ingredients, manufacturing, packaging content and disposal responsibility, marketing, antitrust, privacy, cybersecurity, data transfers, AI, environmental, employment, healthcare, anti-bribery, trade, tax and financial reporting. Escalating enforcement could raise costs and, in the extreme, force P&G to cease manufacturing or sales in certain jurisdictions.

• Tax law change. The U.S. One Big Beautiful Bill Act enacted in July 2025 extended or

made permanent many 2017 Tax Cuts and Jobs Act corporate provisions; P&G does not anticipate a material impact. The OECD Pillar Two 15% global minimum tax did not have a material impact in fiscal 2026, and based on current legislation including the January 5, 2026 Pillar Two "Side-by-Side Package," P&G does not expect a material future impact, while cautioning that this could change as rules are revised and implemented.

• Tax audits and transfer pricing. Several audits are in process across jurisdictions.

P&G estimates its portfolio of advance rulings reduces transfer-pricing uncertainty for over 70% of global earnings.

Named legal matter

On November 22, 2023 P&G's UK subsidiary was notified by the U.K. Environment Agency of intent to assess a civil penalty for an inadvertent prior failure to secure a required permit for its London manufacturing site under the EU and UK Emissions Trading Systems. The site has been properly registered since March 2021 and P&G UK self-reported. In July 2025 the Agency notified P&G UK of intent to impose a civil penalty of less than $2 million; the matter is unresolved. The 10-K discloses no other reportable legal matter, and management's view is that ordinary-course litigation and environmental remediation will not materially affect financial position, results or cash flows.

Named accounting-estimate risk: the Gillette intangible

The Gillette indefinite-lived intangible asset carried $12.8 billion at June 30, 2026. Following the $1.3 billion pre-tax ($1.0 billion after-tax) impairment recorded in fiscal 2024, annual testing in the quarter ended December 31, 2025 showed fair value exceeding carrying value by greater than 10%, a thin cushion the company itself calls "susceptible to impairment risk." Sensitivities disclosed cover a 25 bp increase in the discount rate, a 25 bp decrease in short-term and residual growth rates, and a 50 bp decrease in the royalty rate. All other goodwill reporting units and indefinite-lived intangibles have fair values that significantly exceed carrying value.

Management's discussion and analysis, fiscal 2026

From the FY2026 10-K, accession 0000080424-26-000103.

Headline results

The shape of the year: a 3% top line built entirely on 2% favorable foreign exchange and 1% pricing, with volume and mix flat, while operating margin fell 160 basis points to 22.7%. Net earnings edged up despite the lower operating profit, on a $922 million swing in other non-operating income that the 10-K attributes to two items, the absence of the prior-year Argentina liquidation charge and the current-year gain on dissolution of the Glad joint venture ($343 million pre-tax, $261 million after tax). Net earnings attributable to P&G rose just $72 million; strip out the Glad gain and they fell roughly 1.2%. Neither year's bottom line is free of one-time effects, and underlying operating profit went backwards.

Net sales drivers by segment (FY26 vs FY25)

Margins

Gross margin fell 100 basis points to 50.2%. Drags: 120 bp unfavorable product mix; 70 bp product and packaging investments; 60 bp higher restructuring costs; 30 bp net tariff impact (higher costs net of recognized recoveries); 20 bp higher commodity costs; 10 bp unfavorable FX; 10 bp other and rounding. Offsets: 180 bp of manufacturing productivity savings and 40 bp from higher pricing.

SG&A rose 6% to $23.9 billion, up 60 bp to 27.5% of sales, driven by marketing spending up 80 bp as a percentage of sales. Overhead was flat as a percentage of sales, wage inflation and restructuring spending offset by productivity. Productivity-driven savings delivered 160 bp of benefit within SG&A.

Operating margin fell 160 bp to 22.7%.

Below the line

Interest expense $877 million (down $30 million); interest income $430 million (down $39 million). Other non-operating income/(expense), net swung up $922 million to $1.1 billion on the Argentina and Glad items described above. Earnings before income taxes rose 1% to $20.4 billion. The effective tax rate rose to 20.8% from 20.3% on lower excess tax benefits from share-based compensation and unfavorable geographic mix, partially offset by discrete uncertain-tax-position movements and the prior-year Argentina charge. FX added roughly $224 million to net earnings.

Segment results

Beauty, net sales +7% to $16.0 billion (volume +4%, FX +2%, price +1%); organic sales +5%; segment global market share down 0.3 points. Hair care net sales up high single digits on volume growth in Latin America, Europe and Asia Pacific (innovation) offset by a North American decline from competitive activity; category share down 0.5 points. Personal care up high single digits with volume growth in every region, led by Greater China, North America and Europe; category share up 0.2 points. Skin care up mid-single digits on favorable mix from super-premium SK-II and FX, offset by a Greater China volume decline from competitive activity; category share down 0.6 points. Net earnings −2% to $2.7 billion; net earnings margin down 140 bp; gross margin down 100 bp on unfavorable mix and higher commodity costs.

Grooming, net sales +4% to $6.9 billion (FX +3%, price +2%, volume −1%); organic sales +1%; segment share down 0.4 points. Volume fell in IMEA (distribution loss) and North America (market contraction), offset by Latin America gains from added distribution. Net earnings −3% to $1.5 billion; margin down 160 bp; gross margin down 90 bp on unfavorable mix; a higher effective tax rate from geographic mix also weighed.

Health Care, net sales +4% to $12.5 billion (FX +3%, price +2%, mix +1%, volume −2%); organic sales +1%; segment share up 0.4 points. Oral care up low single digits on FX and premium paste/power brush mix, with volume down in Greater China (market contraction and competition) and North America; organic sales flat, with a mid-teens decline in Greater China offsetting Europe. Personal health care up mid-single digits on North American pricing and FX, with volume down in North America on lower cough and cold incidence; category share up 0.5 points. Net earnings −1% to $2.4 billion; margin down 100 bp.

Fabric & Home Care, net sales +2% to $30.3 billion (FX +1%, price +1%, volume flat); organic sales +1%; segment share unchanged. Fabric care organic sales flat, Latin America mid-single-digit and North America low-single-digit growth offset by a European decline from competitive activity; category share down 0.4 points. Home care organic sales up low single digits led by high-single-digit Latin America growth; category share up 0.3 points. Net earnings −4% to $5.6 billion; margin down 110 bp; gross margin down 140 bp on unfavorable mix and higher commodity costs.

Baby, Feminine & Family Care, net sales +1% to $20.4 billion (FX +2%, volume −1%); organic sales −1%, the only segment to decline; segment share down 0.2 points. Baby care organic sales up low single digits with Greater China up 20% on innovation and IMEA up mid-single digits, against a North American decline from competitive activity; category share up 0.3 points. Feminine care organic sales flat; volume down in IMEA and Europe (competition) and Greater China (market contraction); share down 0.2 points. Family care, predominantly North American, net sales down low single digits on merchandising investments and competitive volume loss; North American category share down 0.7 points. Net earnings −2% to $3.9 billion; margin down 50 bp.

Corporate, net sales +16% to $919 million from incidental businesses. Corporate net earnings improved $504 million to a $23 million loss, reflecting the absence of the prior year's Argentina restructuring charges and the current-year Glad dissolution gain, partly offset by current-year restructuring charges.

Recent developments the 10-K calls out

• Focused Portfolio, Supply Chain and Productivity Plan. Announced June 2025. The

10-K puts total before-tax restructuring costs at approximately $1.5 to $2.0 billion over two years, including costs under this plan and the ongoing program; over half was incurred in fiscal 2026, the remainder expected in fiscal 2027. It includes a reduction of up to 7,000 non-manufacturing overhead personnel by the end of fiscal 2027. Fiscal 2026 incremental restructuring charges were $903 million after tax; restructuring accruals of $336 million at June 30, 2026 sit in current liabilities; roughly 67% of the before-tax fiscal 2026 charges are or will be cash-settled. Charges are funded by and reported within Corporate. (The July 29, 2026 earnings release frames the same plan as approximately $1 to $1.6 billion of before-tax non-core restructuring costs, a narrower measure than the 10-K's total, which includes the ongoing program.)

• Glad joint venture. The joint venture agreement with The Clorox Company expired in

January 2026. Clorox purchased P&G's minority interest at fair market value for $476 million; P&G accounted for it as a dissolution and recorded a $261 million after-tax gain.

• U.S. tariffs. On February 20, 2026 the U.S. Supreme Court ruled tariffs imposed

under the International Emergency Economic Powers Act invalid. P&G had paid approximately $200 million in IEEPA tariffs that may be recoverable; it recognized recovery of half that amount in the quarter ended June 30, 2026. (The Q3 filing in April 2026 had recognized none of it.)

• Prior-period items still shaping comparisons. The limited market portfolio

restructuring completed in the quarter ended September 30, 2024 with the substantial liquidation of Argentine operations, $801 million after tax of total incremental charges in that quarter, $1.2 billion after tax over the whole program, comprised primarily of the non-cash recycling of accumulated translation losses, of which the translation-loss charge itself was $752 million before tax. The current year carried a smaller version of the same thing: per Note 3, P&G substantially liquidated its Pakistan operations in the quarter ended June 30, 2026 and recorded a $131 million before-tax non-cash charge for accumulated foreign currency translation losses. On the like-for-like basis, then, Pakistan's $131 million compares with Argentina's $752 million, not with the $801 million after-tax total. Fiscal 2024 also carried the $1.3 billion pre-tax Gillette intangible impairment.

Cash flow, liquidity and capital returns

Operating cash flow was $19.6 billion, up 10%, a rebound off a working-capital-depressed fiscal 2025 that still leaves it roughly 1.5% below fiscal 2024's $19.8 billion. Net earnings adjusted for non-cash items produced roughly $19.5 billion; working capital and other contributed $29 million. Receivables released $84 million with DSO down one day; inventories consumed $641 million on higher safety stock and new initiatives with days on hand up two; payables generated $919 million; other items used $333 million, mainly the final 2017 U.S. Tax Act transitional tax payment and lower postretirement accruals.

Investing used $4.6 billion, mainly capital expenditures and net investment hedge settlements, partly offset by Glad dissolution proceeds. Financing used $14.5 billion, mainly dividends and treasury stock purchases, against roughly $2.6 billion of new long-term debt raised in November 2025, essentially the whole year's long-term issuance. On November 3, 2025 P&G closed public offerings of €1.0 billion across two euro tranches and $1.25 billion across two dollar tranches (accession 0001193125-25-262609), followed on November 4, 2025 by $258.9 million of floating rate notes due 2075 (accession 0001193125-25-264728), all under the existing shelf registration.

Total debt was $34.1 billion at June 30, 2026, $11.3 billion due within one year and $22.8 billion long-term, down slightly from $34.5 billion a year earlier, against $9.9 billion of cash and equivalents and $54.3 billion of shareholders' equity.

At June 30, 2026 current liabilities exceeded current assets by $12.5 billion, largely accounts payable, short-term borrowings and debt due within one year, a structural feature P&G expects to fund from operations. $8.9 billion of cash and equivalents sat at foreign subsidiaries, primarily in Europe and Asia, with no expected material repatriation restriction or tax. Short-term ratings were P-1 (Moody's) and A-1+ (S&P); long-term Aa3 and AA−, all stable. Backup liquidity is an $8.0 billion bank facility split into a $3.2 billion five-year tranche expiring October 2030 and a $4.8 billion 364-day tranche expiring October 2026, both undrawn with no cross-default, ratings triggers or material-adverse-event clauses after signing. Supply chain finance confirmed obligations outstanding rose to $6.176 billion from $5.790 billion; payment terms under that program generally run 60 to 180 days.

Capital returned. Over $15 billion in fiscal 2026, $10.2 billion of dividends and $5.0 billion of share repurchases, per the July 29, 2026 earnings release (accession 0000080424-26-000093). The repurchase plan announced July 29, 2025 for approximately $5 billion ended June 30, 2026 having bought exactly that. In the June quarter alone P&G repurchased 5,933,639 shares at an average $147.46. Fiscal 2026 dividends per share were $4.26. The April 14, 2026 declaration (accession 0000080424-26-000048) raised the quarterly dividend 3% to $1.0885, the 70th consecutive annual increase, against 136 consecutive years of dividend payments. Approximately 6 million common shareowners as of June 30, 2026.

Pension assumptions. Fiscal 2026 average return-on-assets assumptions were 6.0% for pension plan assets and 8.5% for other post-retirement benefit assets; a 100 bp change in both would move annual after-tax expense by roughly $160 million. The average defined benefit pension discount rate was 4.6% and the OPRB discount rate 6.0%; 100 bp moves would shift after-tax expense by roughly $35 million and $20 million respectively.

Hedging. Interest rate, currency and commodity exposures are managed centrally, prioritizing natural offsets from the diversified portfolio over financial instruments; currency hedging uses forwards and swaps generally under 18 months. P&G had no financial commodity hedging activity in fiscal 2026 or 2025, and states that near-term rate or currency moves at a 95% confidence level would not materially affect its financial statements.

Current period and recent trends

Fourth quarter (April–June 2026)

From the unaudited fourth-quarter figures in the earnings release furnished on Form 8-K July 29, 2026, accession 0000080424-26-000093.

P&G's fiscal year ends June 30, so the April–June quarter is never covered by a quarterly report, the only standalone presentation of it is the company's earnings release. The figures in this section are therefore unaudited press-release figures, condensed and not subject to the review procedures that apply to a Form 10-Q or to the independent auditor's examination behind the annual financial statements. The full fiscal year they close out is audited and appears in the 10-K.

Net sales $21.2 billion, +2% (FX +1%, rounding +1%; volume, price and mix each neutral); organic sales unchanged. Diluted EPS $1.26, −15%; core EPS $1.43, −3%; currency-neutral core EPS −5%. Operating cash flow $5.1 billion, net earnings $3.1 billion, adjusted free cash flow productivity 133%.

Reported gross margin fell 60 bp; core gross margin was flat, with 160 bp of productivity savings, 40 bp of net tariff benefit from recognized recoveries, 20 bp of other items and 10 bp of pricing offset by 120 bp of unfavorable mix, 70 bp of product and package reinvestment and 40 bp of higher commodity costs. Reported SG&A rose 160 bp as a percentage of sales; core SG&A rose 130 bp, as 410 bp of reinvestment (primarily marketing) plus 20 bp of other items were only partly offset by 300 bp of productivity savings. Reported operating margin fell 220 bp; excluding 90 bp of non-core restructuring, core operating margin fell 130 bp, and included 460 bp of gross productivity savings.

Segment organic sales for the quarter: Beauty +4%, Grooming flat, Health Care −1%, Fabric & Home Care flat, Baby/Feminine/Family Care −2%. Within them: hair care and personal care each up mid-single digits; skin care flat as SK-II mix offset a Greater China volume decline; oral care down mid-single digits on North America and Greater China volume; personal health care up mid-single digits; fabric care up low single digits; home care down low single digits; baby care up low single digits led by Greater China; feminine care down low single digits on European volume; family care down mid-single digits.

CEO Shailesh Jejurikar characterized fiscal 2026 as "a year of foundation building while continuing to grow sales and profit and return high levels of cash to shareowners despite a very challenging geopolitical and economic environment," and said the company expects to "accelerate growth from semester-to-semester" in fiscal 2027 with investments funded by a strong productivity program.

Fiscal 2027 guidance

From the same July 29, 2026 earnings release, accession 0000080424-26-000093.

• All-in sales growth of 1% to 3%; organic sales growth of 1% to 3%, which includes a 30

to 50 basis point headwind from brand, product form and go-to-market discontinuations.

• Diluted EPS growth of 1% to 5% off fiscal 2026's $6.62, including expected non-core

restructuring charges of $0.13 to $0.17 per share.

• Core EPS growth of in-line to 3% off $6.89, a range of $6.89 to $7.11, midpoint $7.00,

or roughly +1.5%.

• Identified headwinds: approximately $1 billion after tax from higher raw materials,

energy and transportation costs; $150 million after tax from higher net interest expense; $150 million after tax from lower non-operating income; $50 million after tax from unfavorable FX. Combined, $0.56 per share, or an eight-point drag on core EPS growth.

• Core effective tax rate approximately 20%, in line with fiscal 2026.
• Capital spending of 4.5% to 5.5% of net sales.
• Adjusted free cash flow productivity of 85% to 90%; approximately $10 billion of

dividends and approximately $5 billion of share repurchases.

Third quarter (January–March 2026), for interim context

From the Form 10-Q for the quarter ended March 31, 2026, accession 0000080424-26-000060.

Net sales rose 7% to $21.2 billion (FX +4%, volume +2%, price +1%); organic sales +3%. Gross margin fell 150 bp to 49.5%, 180 bp unfavorable mix, 100 bp product and packaging investment, 50 bp higher restructuring, 50 bp higher tariff costs (no IEEPA tariff recovery had been recognized at that point), 10 bp commodities and 20 bp other, against 210 bp of manufacturing productivity and 50 bp of pricing. SG&A rose 7% to $5.9 billion and 10 bp to 28.0% of sales. Operating income was flat at $4.6 billion with operating margin down 150 bp to 21.5%. Other non-operating income rose $327 million to $537 million on the Glad dissolution gain. The effective tax rate was 20.8% versus 18.6%. Net earnings $4.0 billion, +4%; diluted EPS $1.63, +6%; core EPS $1.59, +3%. Nine-month net sales were $65.8 billion, +4%, with organic sales +2%, diluted EPS $5.36 (+7%) and core EPS $5.46 (+2%); nine-month operating cash flow $14.4 billion and adjusted free cash flow $11.7 billion at 92% productivity.

Subsequent events

Thorne acquisition, $3.8 billion. On August 4, 2026, the same day the 10-K was filed, P&G entered into an agreement to acquire Thorne, a premium wellness and supplement brand in the vitamins, minerals and supplements category, for $3.8 billion. The company expects the transaction to close in the second quarter of fiscal 2027, subject to regulatory approval and customary closing conditions. This is the sole item in the 10-K's subsequent-event note (Note 15, accession 0000080424-26-000103) and would extend the Health Care segment's personal health care franchise into VMS at scale.

Board leadership change. On July 29, 2026 P&G announced that Jon R. Moeller, Executive Chairman, would retire from that role and from the Board effective July 31, 2026, remaining with the company through August 14, 2026. Shailesh G. Jejurikar, President and CEO and a director, was appointed Chairman of the Board effective August 1, 2026, in addition to his existing responsibilities. The non-employee directors reappointed Joseph Jimenez as independent Lead Director. Moeller had served 38 years, including as CFO, COO, CEO and Executive Chairman. (Form 8-K filed July 29, 2026, accession 0000080424-26-000094.)

Dividend declared. On July 14, 2026 the Board declared a quarterly dividend of $1.0885 per share on the Common Stock and on the Series A and Series B ESOP Convertible Class A Preferred Stock, payable on or after August 17, 2026 to holders of record July 24, 2026. (Form 8-K filed July 14, 2026, accession 0000080424-26-000082.)

No post-period financings, divestitures or litigation outcomes were disclosed beyond the above.