PGProcter & Gamble

2025 Proxy Sta

“Committee approved the continued employment of Mr. Keith with the Company under the Company’s Related Person Transaction Policy, concluding that his continued employment was not inconsistent with the best interests of the Company as a whole.”

Read it in last year's proxy ↗

Review and Approval of Transactions with Related Persons

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

Read it in the proxy ↗

Corporate Governance

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

Read it in the proxy ↗

Corporate Governance

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

Read it in the proxy ↗

Corporate Governance

“whether the transaction was undertaken in the ordinary course of business of the Company;”

Read it in the proxy ↗

Corporate Governance

“whether the transaction contains terms no less favorable to the Company than terms that could have been reached with an unrelated third party;”

Read it in the proxy ↗

Corporate Governance

“the approximate dollar value of the transaction, particularly as it involves the related person;”

Read it in the proxy ↗

• the related person’s interest in the transaction; and

“any other information regarding the related person’s interest in the transaction that would be material to investors under the circumstances.”

Read it in the proxy ↗

• the related person’s interest in the transaction; and

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

Read it in the proxy ↗

• the related person’s interest in the transaction; and

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

Read it in the proxy ↗

• the related person’s interest in the transaction; and

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

Read it in the proxy ↗

• the related person’s interest in the transaction; and

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

Read it in the proxy ↗