Procter & Gamble (NYSE: PG) chief sells shares to cover stock-award taxes

Rhea-AI Filing Summary

PROCTER & GAMBLE Co (PG) reported that Chief Legal Officer & Secretary Susan Street Whaley sold 2,238 shares of Common Stock on 2026-08-20 at $143.79 per share. A footnote states the shares were sold to cover taxes on a Stock Award. After this sale, she holds 26,988.9685 shares directly and 7,187.9174 shares indirectly through a Retirement Plan Trustee.

Insider Trade Summary

Net Seller: 2,238 shares

Net Sell 2 txns

Insider Whaley Susan Street

Role Chief Legal Officer & Secy

Sold 2,238 shs ($322K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	2,238	$143.79	$322K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 26,988.9685 shares (Direct); Common Stock — 7,187.9174 shares (Indirect, By Retirement Plan Trustee)

Footnotes (1)

1. F1. Shares sold to cover taxes on Stock Award.

Key Figures

Shares sold: 2,238 shares Sale price per share: $143.79 per share Direct holdings after transaction: 26,988.9685 shares +1 more

4 metrics

Shares sold 2,238 shares Sale of PG common stock on 2026-08-20

Sale price per share $143.79 per share Price for the 2,238 PG shares sold on 2026-08-20

Direct holdings after transaction 26,988.9685 shares Direct ownership of PG common stock following the sale

Indirect holdings after transaction 7,187.9174 shares Indirect PG holdings by Retirement Plan Trustee

Key Terms

Stock Award, Retirement Plan Trustee, Common Stock

3 terms

Stock Award financial

"Shares sold to cover taxes on Stock Award."

Retirement Plan Trustee financial

"nature_of_ownership: By Retirement Plan Trustee"

Common Stock financial

"security_title: Common Stock"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

What insider transaction did PG report for Susan Street Whaley on this Form 4?

Susan Street Whaley sold 2,238 PG common shares on 2026-08-20 at $143.79 per share. A footnote explains the sale was to cover taxes on a Stock Award, rather than a discretionary open-market sale.

How many PG (PROCTER & GAMBLE Co) shares did Susan Street Whaley retain after the sale?

After the reported sale, Susan Street Whaley held 26,988.9685 PG shares directly and 7,187.9174 PG shares indirectly through a Retirement Plan Trustee, as disclosed in the Form 4.

At what price were the PG shares sold in Susan Street Whaley’s Form 4 filing?

The 2,238 PG common shares were sold at an average price of $143.79 per share. The Form 4 notes that these shares were sold to cover tax obligations related to a Stock Award.

Was the PG insider sale by Susan Street Whaley related to a trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as a plan transaction (aff_10b5_one is false). Instead, a footnote states the shares were sold to cover taxes on a Stock Award.

How many PG shares did Susan Street Whaley sell according to this Form 4?

She sold 2,238 PG common shares of Procter & Gamble Co. The Form 4 describes this as a sale in the open market or a private transaction, with a footnote linking it to tax coverage on a Stock Award.

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Available on EDGAR 08/24/2026 - 12:41 PM Accepted by SEC EDGAR 08/24/2026 - 12:41 PM Learn about SEC filing dates

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^*

Whaley Susan Street

(Last) (First) (Middle)

1 PROCTER & GAMBLE PLAZA

(Street)

CINCINNATI OHIO 45202

(City) (State) (Zip)

UNITED STATES

(Country)

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 Legal Officer & Secy

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/20/2026		S		2,238(1)	D	$143.79	26,988.9685	D
Common Stock								7,187.9174	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 taxes on Stock Award.

	/s/ Wednesday Shipp, attorney-in-fact for Susan Street Whaley	08/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)