Procter & Gamble (NYSE: PG) exec Sundar Raman reports stock tax sale and RSU changes

Rhea-AI Filing Summary

Procter & Gamble executive Sundar G. Raman reported routine equity transactions and awards involving company stock and restricted stock units. On 12/03/2025, he disposed of 59.43 shares of Procter & Gamble common stock at $144.35 per share to cover taxes on previous restricted stock unit grants, and following these transactions held 41,888.5423 shares directly, plus 8,436.9135 shares held indirectly through a retirement plan trustee.

Separately, he recorded activity in restricted stock units. On 11/17/2025, he acquired 31.6587 dividend-equivalent restricted stock units, bringing his direct restricted stock unit holdings in one line to 246.1457 units. On 12/03/2025, he exercised or converted 59.43 restricted stock units, after which another restricted stock unit holding line totaled 995.57 units. Several of these units are tied to Procter & Gamble’s retirement and deferred compensation programs and generally deliver shares upon retirement, subject to plan terms.

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^*

Raman Sundar G.

(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)
	CEO-Fabric & Home Care

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2025

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	12/03/2025		F		59.43(1)	D	$144.35	41,829.1123(2)	D
Common Stock	12/03/2025		M		59.43	A	$144.35	41,888.5423	D
Common Stock								8,436.9135	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
Restricted Stock Units	(3)	11/17/2025		A	V	31.6587		(4)	(4)	Common Stock	31.6587	$0	246.1457	D
Restricted Stock Units	(5)	12/03/2025		M			59.43	(4)	(4)	Common Stock	59.43	$0	995.57	D

Explanation of Responses:

1. Shares withheld to cover taxes on previous Restricted Stock Unit grants.

2. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.

3. Dividend equivalents in the form of Restricted Stock Units (RSUs) previously awarded pursuant to issuer's retirement program. All such RSUs represent a contingent right to receive Procter & Gamble common stock.

4. These units will deliver in shares on retirement from the company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.

5. Retirement award in the form of Restricted Stock Units which represent a contingent right to receive P&G common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2025.

	/s/ Wednesday Shipp as Attorney-in-Fact for Sundar G. Raman	12/05/2025
	** 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 insider transaction did Sundar G. Raman report in this Procter & Gamble (PG) Form 4?

Sundar G. Raman reported disposing of 59.43 shares of Procter & Gamble common stock on 12/03/2025 at a price of $144.35 per share, identified as shares withheld to cover taxes on previous restricted stock unit grants.

How many Procter & Gamble (PG) shares does Sundar G. Raman own after the reported Form 4 transactions?

After the reported transactions, Sundar G. Raman beneficially owned 41,888.5423 Procter & Gamble common shares directly and an additional 8,436.9135 shares indirectly through a retirement plan trustee.

What restricted stock unit (RSU) activity did Sundar G. Raman report for Procter & Gamble (PG)?

He reported acquiring 31.6587 dividend-equivalent restricted stock units on 11/17/2025, and a transaction involving 59.43 restricted stock units on 12/03/2025, leaving one RSU holding line at 246.1457 units and another at 995.57 units.

How are Sundar G. Raman’s Procter & Gamble (PG) RSUs settled according to this filing?

The filing states that certain restricted stock units represent a contingent right to receive Procter & Gamble common stock, typically delivering in shares upon retirement from the company unless delivery is deferred or shares are contributed to his deferred compensation account. Some RSUs may be settled in common stock or cash under the company’s retirement program.

Why were some Procter & Gamble (PG) shares withheld in Sundar G. Raman’s Form 4?

The explanation notes that certain shares were withheld to cover taxes on previous restricted stock unit grants, which is a common mechanism for satisfying tax obligations when stock-based awards vest.

What is Sundar G. Raman’s role at Procter & Gamble (PG) as disclosed in this Form 4?

The Form 4 identifies Sundar G. Raman as an officer of Procter & Gamble with the title CEO–Fabric & Home Care, and the filing is made for one reporting person.