Procter & Gamble (NYSE: PG) insider updates stock and RSU holdings

Rhea-AI Filing Summary

Procter & Gamble’s Chief Operating Officer and director Shailesh Jejurikar reported equity transactions involving company stock and restricted stock units. On 12/03/2025, he acquired 51.37 shares of common stock through an option or unit exercise at a price of $144.35 per share, then had 51.37 shares and an additional 279 shares withheld to cover taxes on prior restricted stock unit grants at the same price.

After these transactions, he directly owned 28,800.3765 shares of common stock, plus indirect holdings of 3,331.1419 shares through a retirement plan trustee and 19,757 and 35,836 shares through personal trusts. In the derivative table, dividend-equivalent restricted stock units added 42.3852 units on 11/17/2025, and an RSU-related transaction for 51.37 units on 12/03/2025 left him with 673.63 restricted stock units beneficially owned.

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^*

Jejurikar Shailesh

(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
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

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		M		51.37	A	$144.35	29,130.7465(1)	D
Common Stock	12/03/2025		F		51.37(2)	D	$144.35	29,079.3765	D
Common Stock	12/03/2025		F		279(2)	D	$144.35	28,800.3765	D
Common Stock								3,331.1419	I	By Retirement Plan Trustee
Common Stock								19,757	I	Sankhya S Jejurikar Revocable Trust
Common Stock								35,836	I	Shailesh Jejurikar Trust

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	42.3852		(4)	(4)	Common Stock	42.3852	$0	605.254	D
Restricted Stock Units	(5)	12/03/2025		M			51.37	(4)	(4)	Common Stock	51.37	$0	673.63	D

Explanation of Responses:

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

2. Shares withheld to cover taxes on previous Restricted Stock Unit grant.

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, attorney-in-fact for Shailesh Jejurikar	12/05/2025
	** 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 activity did PG executive Shailesh Jejurikar report on this Form 4?

The filing shows that on 12/03/2025 he acquired 51.37 shares of Procter & Gamble common stock at $144.35 per share and had 51.37 and 279 shares withheld to cover taxes on earlier restricted stock unit grants.

How many Procter & Gamble (PG) shares does the COO own directly after the reported transactions?

Following the reported transactions, Shailesh Jejurikar directly owned 28,800.3765 shares of Procter & Gamble common stock.

What indirect holdings in PG stock does Shailesh Jejurikar report?

He reports indirect ownership of 3,331.1419 shares through a retirement plan trustee, 19,757 shares via the Sankhya S Jejurikar Revocable Trust, and 35,836 shares via the Shailesh Jejurikar Trust.

What restricted stock unit (RSU) activity is disclosed for PG’s COO?

The filing discloses 42.3852 dividend-equivalent restricted stock units credited on 11/17/2025 and an RSU-related transaction for 51.37 units on 12/03/2025, leaving 673.63 RSUs beneficially owned.

Why were some PG shares reported as disposed of in this Form 4?

The filing explains that 51.37 and 279 shares of Procter & Gamble common stock were withheld to cover taxes related to previous restricted stock unit grants.

What does the Form 4 say about dividend equivalents on PG restricted stock units?

It notes that total holdings include dividend equivalents granted as restricted stock units that represent a contingent right to receive Procter & Gamble common stock, often tied to the company’s retirement program and benefit formulas.