Procter & Gamble (PG) officer reports RSU grants, tax withholding and updated share ownership

Rhea-AI Filing Summary

Procter & Gamble executive Ma. Fatima Francisco, CEO of the Baby, Fem & Family Care unit, reported equity transactions in a Form 4. On 12/03/2025, she acquired 73.53 shares of common stock through the exercise of restricted stock units at a price of $144.35 per share, with an equal 73.53 shares withheld to cover taxes on a prior restricted stock unit grant. Following these transactions, she directly owned 14,644.7298 common shares, with additional indirect holdings through retirement plan trustees, her spouse, and a SLAT.

In Table II, she reported restricted stock units, including 62.542 units credited as dividend equivalents on 11/17/2025 and 73.53 units settled on 12/03/2025. These units generally represent contingent rights to receive Procter & Gamble common stock, typically delivering in shares upon retirement under the company’s retirement and deferred compensation programs.

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^*

Francisco Ma. Fatima

(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 - Baby, Fem & Family 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		M		73.53	A	$144.35	14,644.7298(1)	D
Common Stock	12/03/2025		F		73.53(2)	D	$144.35	14,571.1998	D
Common Stock								15,998.3673	I	By Retirement Plan Trustee
Common Stock								2,862.8125	I	By Spouse, By Retirement Plan Trustees
Common Stock								12,731	I	By SLAT

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	62.542		(4)	(4)	Common Stock	62.542	$0	831.7574	D
Restricted Stock Units	(5)	12/03/2025		M			73.53	(4)	(4)	Common Stock	73.53	$0	1,186.47	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 Ma. Fatima Francisco	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 Ma. Fatima Francisco report?

Ma. Fatima Francisco, a Procter & Gamble (PG) officer, reported acquiring 73.53 shares of common stock via restricted stock units and an equal 73.53 shares withheld to cover taxes, along with updates to her restricted stock units and total share holdings.

How many Procter & Gamble shares does the reporting person directly own after these transactions?

After the reported transactions, she directly owned 14,644.7298 shares of Procter & Gamble common stock.

What restricted stock unit (RSU) awards were disclosed for PG in this Form 4?

The filing discloses 62.542 restricted stock units credited as dividend equivalents on 11/17/2025 and 73.53 units involved in a transaction on 12/03/2025, each representing a contingent right to receive Procter & Gamble common stock.

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

The 73.53 shares marked as disposed of were withheld to cover taxes on a previous restricted stock unit grant, as explained in the notes to the filing.

What indirect Procter & Gamble holdings does the reporting person have?

The filing lists indirect ownership of 15,998.3673 PG shares by a retirement plan trustee, 2,862.8125 shares by spouse and retirement plan trustees, and 12,731 shares held via a SLAT.

How are dividend equivalents on PG restricted stock units treated in this report?

Dividend equivalents are granted as restricted stock units that represent contingent rights to receive Procter & Gamble common stock, typically delivering in shares at retirement under the company’s programs.