Colgate-Palmolive (CL) CFO logs PBRSU stock vesting and tax share withholding

Rhea-AI Filing Summary

Colgate-Palmolive Chief Financial Officer Stanley J. Sutula III reported equity compensation activity involving the company’s common stock. He acquired 38,678 shares on February 23, 2026 through the vesting of previously granted performance-based restricted stock units earned under the incentive compensation plan.

On the same date, 19,746 shares were disposed of to cover tax withholding related to this vesting, rather than through an open-market sale. After these transactions, he held 74,320 shares directly and 328 shares indirectly through the issuer’s 401(k) plan trustee.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SUTULA STANLEY J III

(Last) (First) (Middle)

C/O COLGATE-PALMOLIVE COMPANY

300 PARK AVENUE

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COLGATE PALMOLIVE CO [ CL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2026		A(1)		38,678	A	$0.0000	94,066	D
Common Stock	02/23/2026		F(2)		19,746	D	$97.1	74,320	D
Common Stock								328	I	By Issuer's 401(k) Plan Trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents vesting of a previously-granted performance-based restricted stock unit ("PBRSU") that was earned under the issuer's incentive compensation plan based on the achievement of performance goals for a completed performance period. The earned PBRSUs are settled solely in shares of Common Stock.

2. Withholding of shares for payment of tax liability incident to the vesting of PBRSUs under the issuer's incentive compensation plan.

	/s/ Kristine Hutchinson, Attorney-in-Fact	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Colgate-Palmolive (CL) CFO Stanley Sutula report in this Form 4?

The filing shows Colgate-Palmolive CFO Stanley Sutula received 38,678 common shares from vesting performance-based restricted stock units. It also reports 19,746 shares withheld to cover tax liabilities, with remaining direct holdings of 74,320 shares and 328 shares held indirectly via a 401(k) plan.

How many Colgate-Palmolive (CL) shares did the CFO acquire through awards?

Stanley Sutula acquired 38,678 Colgate-Palmolive common shares through vesting of performance-based restricted stock units. These PBRSUs were earned under the company’s incentive compensation plan after performance goals were achieved for a completed performance period and were settled solely in shares of common stock.

Why were some Colgate-Palmolive (CL) shares disposed of in this insider filing?

The filing states 19,746 Colgate-Palmolive shares were withheld to pay tax liabilities from vesting PBRSUs. This is categorized as a tax-withholding disposition, not an open-market sale, and represents payment of obligations incident to the equity award vesting under the incentive compensation plan.

What are the Colgate-Palmolive (CL) CFO’s share holdings after these transactions?

After the reported transactions, the CFO directly owns 74,320 Colgate-Palmolive common shares. He also has 328 shares held indirectly through the issuer’s 401(k) plan trustee, reflecting retirement plan holdings separate from his primary direct ownership position in the company’s stock.

What do the PBRSU awards in Colgate-Palmolive (CL) represent for the CFO?

The PBRSU awards represent performance-based restricted stock units that vested into 38,678 shares after goals were achieved. They were granted under Colgate-Palmolive’s incentive compensation plan, meaning the shares were earned for meeting specified performance metrics over a completed performance period.

Is the Colgate-Palmolive (CL) CFO’s share disposition an open-market sale?

No, the disposition reported is withholding of 19,746 shares to cover tax liabilities from PBRSU vesting. The filing describes this as payment of tax obligations by delivering securities, rather than a discretionary open-market sale of Colgate-Palmolive common stock by the executive.