A Dark Vector Cognition product

Item 1A. Risk Factors

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Item 1A. Risk Factors

For information on risk factors, please refer to "Risk Factors" in Part I, Item 1A of the Company's Form 10-K for the fiscal year ended June 30, 2024.

The Procter & Gamble Company 29

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

ISSUER PURCHASES OF EQUITY SECURITIES

PeriodTotal Number of Shares Purchased (1)Average Price Paid per Share (2)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)Approximate Dollar Value of Shares That May Yet Be Purchased Under Our Share Repurchase Program
1/01/2025 - 1/31/2025—$——(3)
2/01/2025 - 2/28/20254,152,570168.574,152,570(3)
3/01/2025 - 3/31/20253,812,329170.503,812,329(3)
Total7,964,899$169.497,964,899(3)

(1)All transactions are reported on a trade date basis and were made in the open market with large financial institutions. This table excludes shares withheld from employees to satisfy tax withholding requirements on option exercises and other equity-based transactions. The Company administers cashless exercises through an independent third party and does not repurchase stock in connection with cashless exercises.

(2)Average price paid per share for open market transactions excludes commission.

(3)In accordance with the repurchase program announced on July 30, 2024, the Company reaffirmed in its earnings release on April 24, 2025, that it expects to reduce outstanding shares through direct share repurchases at a value of $6 to $7 billion in fiscal year 2025, notwithstanding any purchases under the Company's compensation and benefit plans. Purchases may be made in the open market and/or private transactions and purchases may be increased, decreased or discontinued at any time without prior notice. The share repurchases are authorized pursuant to a resolution issued by the Company's Board of Directors and are expected to be financed by a combination of operating cash flows and issuance of debt.

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