PG Procter and Gamble Co

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

The Procter & Gamble Company

(Exact Name of Registrant as Specified in Its Charter)

Ohio

(State of incorporation or organization)

31-0411980

(I.R.S. Employer Identification No.)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement file number to which this form relates:

333-249545

Securities to be registered pursuant to Section 12(g) of the Act:

None.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

The securities to be registered hereby are the 3.250% Notes due 2026 and the 3.250% Notes due 2031 (collectively, the “Debt Securities”) of The Procter & Gamble Company (the “Registrant”). For a description of the Debt Securities, reference is made to: (i) the information set forth under the heading “Description of Debt Securities” in the Prospectus, dated October 19, 2020, included in the Registrant’s Registration Statement on Form S-3 (File No. 333-249545) under the Securities Act of 1933, as amended (the “Securities Act”), as filed with the Securities and Exchange Commission (the “SEC”) on October 19, 2020 (the “Registration Statement”) and (ii)  the information set forth under the heading “Description of the Notes” in the Registrant’s Prospectus Supplement, dated April 24, 2023, pursuant to Rule 424(b) under the Securities Act, as filed with the SEC on April 26, 2023, each of which is incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated: May 2, 2023