Procter & Gamble (PG) director McCarthy receives 269 RSUs under 2025 incentive plan

Rhea-AI Filing Summary

Procter & Gamble reported an insider equity award for director Christine M. McCarthy on Form 4. On 12/09/2025, she received 269 shares of Procter & Gamble common stock in the form of Restricted Stock Units, shown at a price of $0 per unit because they are part of her compensation rather than an open-market purchase. These units were granted under The Procter & Gamble 2025 Stock and Incentive Compensation Plan, and her total beneficial ownership after this award is 16,808.9761 shares.

The total ownership figure also includes dividend equivalents that are credited as additional Restricted Stock Units, which means her position can gradually grow as dividends are paid. This filing reflects routine equity compensation for a board member, rather than a large discretionary buy or sale in the market.

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^*

McCarthy Christine M

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

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	12/09/2025		A		269	A	$0(1)	16,808.9761(2)	D

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. Restricted Stock Units awarded pursuant to The Procter & Gamble 2025 Stock and Incentive Compensation Plan.

2. Total includes grant of dividend equivalents in the form of Restricted Stock Units.

	/s/ Wednesday Shipp, attorney-in-fact for Christine M. McCarthy	12/10/2025
	** 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 transaction did Procter & Gamble (PG) report in this Form 4?

Procter & Gamble reported that director Christine M. McCarthy received an award of 269 Restricted Stock Units of Procter & Gamble common stock on 12/09/2025.

At what price were the Procter & Gamble (PG) Restricted Stock Units granted?

The 269 Restricted Stock Units were shown with a price of $0 per unit, indicating they were granted as part of equity compensation rather than purchased in the open market.

How many Procter & Gamble (PG) shares does the reporting person own after this transaction?

After the reported grant, the director beneficially owns 16,808.9761 shares of Procter & Gamble common stock.

Under which plan were the Procter & Gamble (PG) Restricted Stock Units granted?

The Restricted Stock Units were awarded pursuant to The Procter & Gamble 2025 Stock and Incentive Compensation Plan.

What is the role of dividend equivalents in this Procter & Gamble (PG) Form 4 filing?

The total beneficial ownership of 16,808.9761 shares includes dividend equivalents that are credited in the form of additional Restricted Stock Units.

Is this Procter & Gamble (PG) Form 4 a purchase or a sale on the open market?

The Form 4 reflects a grant of Restricted Stock Units at $0 under a compensation plan, not a purchase or sale on the open market.