Item 8.01 Other Events.

On November 5, 2021, The Procter & Gamble Company (the "Company") closed an underwritten public offering of €500,000,000 aggregate principal amount of 0.350% Notes due May 5, 2030 and €600,000,000 aggregate principal amount of 0.900% Notes due November 4, 2041 under the Company's Registration Statement on Form S-3 (Registration No. 333-249545). Legal opinions related to these notes are attached hereto as Exhibits (5)(a) and (5)(b) and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed with this Current Report on Form 8-K.





Exhibit
Number                                    Description

(5)(a)         Opinion of Jennifer Henkel, Esq., Director and Assistant General
             Counsel of the Company.

(5)(b)         Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, which is
             referred to in the opinion filed as Exhibit (5)(a).

(23)(a)        Consent of Jennifer Henkel, Esq., which is contained in her opinion
             filed as Exhibit (5)(a).

(23)(b)        Consent of Fried, Frank, Harris, Shriver & Jacobson LLP, which is
             contained in the opinion filed as Exhibit (5)(b).

(104)        Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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