PG insider sale: 490 shares sold to cover RSU tax at $152.23

Rhea-AI Filing Summary

Balaji Purushothaman, Chief Human Resources Officer of Procter & Gamble (PG), reported a sale of 490 shares of common stock on 10/02/2025 at a price of $152.2317 per share to cover tax obligations related to a Restricted Stock Unit settlement. After the sale, the filing shows 12,616.0044 shares owned directly and an additional 5,166.0704 shares held indirectly via a retirement plan trustee, reflecting continued ownership after the transaction. The Form 4 was signed on 10/06/2025 by an attorney-in-fact for the reporting person.

Positive

• Sale was for tax withholding on RSU settlement, indicating a routine administrative transaction
• Significant retained ownership: 12,616.0044 shares direct plus 5,166.0704 shares indirect remain after the sale

Negative

• Reduction of direct holdings by 490 shares reduces the officer's immediate direct stake

Insights

Corporate Governance Expert

Officer sold a small parcel to cover RSU taxes; ownership remains sizable.

The sale of 490 shares at $152.2317 on 10/02/2025 is disclosed as a tax-withholding sale following settlement of Restricted Stock Units. Such transactions are routine when awards vest and do not necessarily reflect a change in executive view of the company.

Reported holdings of 12,616.0044 shares directly and 5,166.0704 indirectly via a retirement plan trustee preserve alignment with shareholders. Monitor periodic Section 16 filings for any larger or systematic sales over the following 12 months that could be more material.

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^*

Purushothaman Balaji

(Last) (First) (Middle)

1 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)
	Chief Human Resources Officer

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		490(1)	D	$152.2317	12,616.0044	D
Common Stock								5,166.0704	I	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 obligations upon settlement of Restricted Stock Unit award.

	/s/ Wednesday Shipp, as Attorney-in-fact for Balaji Purushothaman	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 did PG insider Balaji Purushothaman sell on 10/02/2025?

He sold 490 shares of Procter & Gamble common stock on 10/02/2025 at $152.2317 per share.

Why were the 490 PG shares sold by the reporting person?

The Form 4 states the shares were sold to cover tax obligations upon settlement of a Restricted Stock Unit award.

How many PG shares does Balaji Purushothaman own after the reported transaction?

Following the transaction he beneficially owns 12,616.0044 shares directly and 5,166.0704 shares indirectly via a retirement plan trustee.

When was the Form 4 for this PG transaction signed?

The Form 4 was signed by an attorney-in-fact on 10/06/2025.