PG insider sells 3,535 shares to cover RSU taxes on 10/02/2025

Rhea-AI Filing Summary

Insider sale to cover taxes following RSU settlement: An officer of Procter & Gamble (PG) reported a disposition of 3,535 shares of common stock on 10/02/2025 at a price of $152.2317 per share. After the sale, the reporting person holds 34,816.145 shares directly and additionally reports indirect holdings of 481.8949 shares (retirement plan trustee) and 1,295.35 shares (international plans).

The filing states the shares were sold to cover tax obligations upon settlement of a Restricted Stock Unit award, and the Form 4 was signed by an attorney-in-fact on 10/06/2025. This is a routine, compliance-driven transaction that reduced direct beneficial ownership by a measurable amount.

Positive

• Reported transaction aligns with tax withholding for RSU settlement
• Form 4 filed and signed (compliance with disclosure rules)

Negative

• Direct beneficial ownership decreased by 3,535 shares (10.15%)

Insights

Corporate Governance Analyst

TL;DR: Officer sold shares to cover RSU taxes; ownership fell about 10.15% of direct holdings.

The sale of 3,535 shares at $152.2317 on 10/02/2025 is described as a tax-withholding sale tied to a Restricted Stock Unit settlement. Such transactions are common for executives when equity awards vest and do not necessarily indicate voluntary diversification or negative company views.

Key dependencies and near-term items include whether similar RSU settlements will recur this year and any scheduled vesting events that could trigger further automatic sales. Monitor future Form 4 filings over the next 3–6 months for additional routine withholding sales or voluntary disposals.

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
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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^*

Coombe Gary A

(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 - Grooming

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		3,535(1)	D	$152.2317	34,816.145	D
Common Stock								481.8949	I	By Retirement Plan Trustee
Common Stock								1,295.35	I	International Stock Ownership Plan & Pension Plan (Switzerland)

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 Gary A. Coombe	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 the Procter & Gamble (PG) Form 4 report?

It reported a sale of 3,535 shares on 10/02/2025 at $152.2317 per share to cover tax obligations tied to an RSU settlement.

How many shares does the reporting person own after the transaction?

The reporting person holds 34,816.145 shares directly, plus indirect holdings of 481.8949 and 1,295.35 shares in retirement and international plans.

Why were the shares sold?

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

When was the Form 4 signed?

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

Does this transaction indicate insider misconduct?

No. The filing describes a tax-withholding sale related to RSU settlement; there are no allegations or indications of misconduct in the document.