[144] Procter & Gamble Company SEC Filing

Rhea-AI Filing Summary

Procter & Gamble (PG) filing a Rule 144 notice shows a proposed sale of company common stock through Morgan Stanley Smith Barney LLC on 08/19/2025. The notice lists two lots: 929 shares with an aggregate market value of $143,906.75 and 12,963 shares with an aggregate market value of $2,008,033.52. The total outstanding shares reported for the issuer are 2,342,371,488, making the proposed sale a vanishingly small fraction of the company’s float.

The securities were acquired on 08/18/2025 as Performance Stock Program awards from The Procter & Gamble Company and payment/consideration is listed as NA. The filer certifies there are no known undisclosed material adverse facts and reports no securities sold by the person in the past three months.

Positive

• Complete Rule 144 disclosure including broker, share counts, aggregate market values, acquisition details, and certification
• No reported sales by the person in the past three months, per the filing
• Transaction size is immaterial relative to the issuer's outstanding shares (approximately 0.0006%)

Negative

• Selling one day after acquisition (acquired 08/18/2025; proposed sale 08/19/2025) may attract investor attention regarding timing
• Form does not state whether the sale is governed by a Rule 10b5-1 trading plan

Insights

Securities Analyst

TL;DR: Routine Rule 144 sale of recently issued performance shares; size is immaterial to company capitalization.

The filing documents a proposed sale of 13,892 common shares via Morgan Stanley Smith Barney LLC on 08/19/2025, following acquisition on 08/18/2025 under a Performance Stock Program. Given the issuer's reported outstanding shares of 2,342,371,488, the transaction represents approximately 0.0006% of outstanding shares and is immaterial to market capitalization or liquidity. No prior sales by the seller in the last three months are reported, and the filer affirms no undisclosed material adverse information. This is consistent with routine insider monetization of compensation awards.

Corporate Governance / Compliance Analyst

TL;DR: Compliance-oriented disclosure that appears complete for a Rule 144 notice; timing of sale is notable but not necessarily problematic.

The form provides required fields: broker identity, share counts, aggregate market values, acquisition date and nature (Performance Stock Program Award), and a certification regarding material information. The proximity of acquisition (08/18/2025) to the proposed sale date (08/19/2025) is a factual detail investors may notice; however, the filing includes the standard attestation and shows no other recent sales. From a governance perspective, the document meets Rule 144 disclosure elements but does not indicate whether a 10b5-1 plan governs the sale.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 38th Floor New York NY 10004	929	143906.75	2342371488	08/19/2025	NYSE
Common Stock	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 38th Floor New York NY 10004	12963	2008033.52	2342371488	08/19/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	08/18/2025	Performance Stock Program Award	The Procter & Gamble Company			1713	08/18/2025	NA
Common Stock	08/18/2025	Performance Stock Program Award	The Procter & Gamble Company			23928	08/18/2025	NA

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does Procter & Gamble's (PG) Form 144 filed here report?

The Form 144 reports a proposed sale on 08/19/2025 of 929 shares (value $143,906.75) and 12,963 shares (value $2,008,033.52) through Morgan Stanley Smith Barney LLC.

When and how were the securities being sold acquired?

Both lots were acquired on 08/18/2025 as Performance Stock Program awards from The Procter & Gamble Company.

How large is the proposed sale relative to PG's outstanding shares?

The issuer reports 2,342,371,488 shares outstanding; the proposed sale of 13,892 shares is approximately 0.0006% of outstanding shares.

Did the filer sell other securities in the past three months?

The filing states "Nothing to Report" for securities sold in the past three months by the person for whose account the securities are to be sold.

Who is the broker handling the proposed sale?

The broker listed is Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza, 38th Floor, New York, NY.