PG insider sale: 2,254 shares sold to cover RSU taxes on 10/02/2025

Rhea-AI Filing Summary

Reporting person: Keith R. Alexandra, listed as an officer (CEO - Beauty). The filing discloses insider sales on 10/02/2025 of a total of 2,254 shares of Procter & Gamble Co (PG) to cover a tax obligation arising from settlement of a Restricted Stock Unit award. The reported sale price for each disposition was $152.2317. After the transactions the reporting person (directly and indirectly) held fractional share totals reported as 25,674.5056 (direct) and indirect interests via spouse and retirement plan trustee totaling additional fractional amounts. The form is signed by an attorney-in-fact on 10/06/2025.

Insights

Corporate Governance Analyst

TL;DR: Routine tax-related RSU sale; disclosure shows insider complied with Section 16 reporting.

The sale of 2,254 shares at $152.2317 appears to have been executed to satisfy a tax withholding obligation tied to a Restricted Stock Unit settlement, which is explicitly stated in the filing. This type of disposition is commonly used to cover taxes when equity awards vest and does not, by itself, indicate a change in company strategy or outlook.

Key dependencies and risks include the timing of RSU settlements and any future scheduled sales under trading plans; continued monitoring of subsequent Form 4 filings can show whether this was an isolated tax-covering sale or part of a larger pattern. Expect any materially different insider activity to be reported in subsequent filings within the next few reporting cycles.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Keith R. Alexandra

(Last) (First) (Middle)

ONE PROCTER & GAMBLE PLAZA

(Street)

CINCINNATI OH 45202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROCTER & GAMBLE Co [ PG ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO - Beauty

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

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	10/02/2025		S		1,855(1)	D	$152.2317	25,674.5056	D
Common Stock	10/02/2025		S		399(1)	D	$152.2317	4,496.7069	I	By Spouse
Common Stock								4,479.8913	I	By Retirement Plan Trustee
Common Stock								2,594.244	I	By Spouse, By Retirement 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. Shares sold to cover tax obligation upon settlement of Restricted Stock Unit award.

	/s/ Wednesday Shipp, attorney-in-fact for R. Alexandra Keith	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider sold shares in the Form 4 for PG?

The reporting person is Keith R. Alexandra, identified as an officer (CEO - Beauty).

How many PG shares were sold and at what price?

A total of 2,254 shares were sold on 10/02/2025 at a price of $152.2317 per share.

Why were the shares sold according to the filing?

The filing states the shares were sold to cover a tax obligation upon settlement of a Restricted Stock Unit award.

What were the reporting person’s holdings after the transactions?

The filing lists 25,674.5056 shares as beneficially owned directly and additional indirect interests held by a spouse and a retirement plan trustee in fractional amounts.

When was the Form 4 signed?

The signature by an attorney-in-fact for R. Alexandra Keith is dated 10/06/2025.