Procter & Gamble brand chief awarded 7,857 shares

PROCTER & GAMBLE Co (PG) reported that its Chief Brand Officer, as reporting person, received equity awards and updated holdings.

Rhea-AI Filing Summary

PROCTER & GAMBLE Co (PG) reported that its Chief Brand Officer, as reporting person, received equity awards and updated holdings. On 2026-08-19, the officer acquired 7,857 shares of common stock as a stock award under the 2025 Stock and Incentive Compensation Plan, bringing directly held common shares to 191,030.55, including dividend-equivalent RSUs settled in stock. On 2026-08-17, the officer was granted 276.4492 Restricted Stock Units tied to Procter & Gamble common stock under a retirement program, with delivery in shares upon retirement or deferral. The filing also reports indirect common stock holdings through the officer’s daughters, retirement plan trustees, and spouse.

Insider Trade Summary

Grant/Award: 8,133.4492 shares

Grant/Award 7 txns

Insider Pritchard Marc S.

Role Chief Brand Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	7,857	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
Grant/Award	Restricted Stock Units F3, F4	276.4492	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 9,790.6218 contracts (Direct); Common Stock — 191,030.55 shares (Direct); Common Stock — 107.032 shares (Indirect, By Daughter ACP); Common Stock — 107.032 shares (Indirect, By Daughter CEP); Common Stock — 107.032 shares (Indirect, By Daughter NJP); Common Stock — 49,633.6507 shares (Indirect, By Retirement Plan Trustees); Common Stock — 602 shares (Indirect, By Wife)

Footnotes (4)

1. F1. Stock Award pursuant to issuer's 2025 Stock and Incentive Compensation Plan.
2. F2. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.
3. F3. 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. F4. 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.

Key Figures

Stock award shares: 7,857.0000 shares Direct common shares after award: 191,030.5500 shares New RSU grant: 276.4492 units +4 more

7 metrics

Stock award shares 7,857.0000 shares Common Stock award on 2026-08-19 under 2025 Stock and Incentive Compensation Plan

Direct common shares after award 191,030.5500 shares Directly held PG Common Stock following 2026-08-19 stock award

New RSU grant 276.4492 units Restricted Stock Units granted on 2026-08-17 under retirement program

Total RSUs after grant 9,790.6218 units Total Restricted Stock Units representing contingent rights to PG common stock

Indirect shares by each daughter 107.0320 shares PG Common Stock held indirectly for each of three daughters

Indirect shares via Retirement Plan Trustees 49,633.6507 shares PG Common Stock held indirectly by Retirement Plan Trustees

Indirect shares via spouse 602.0000 shares PG Common Stock held indirectly by officer’s spouse

Key Terms

Restricted Stock Units, dividend equivalents, deferred compensation account, retirement program, +1 more

5 terms

Restricted Stock Units financial

"Dividend equivalents in the form of Restricted Stock Units (RSUs) previously awarded"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend equivalents financial

"Total includes grant of dividend equivalents in the form of Restricted Stock Units"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

deferred compensation account financial

"unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account"

retirement program financial

"RSUs previously awarded pursuant to issuer's retirement program"

Stock and Incentive Compensation Plan financial

"Stock Award pursuant to issuer's 2025 Stock and Incentive Compensation Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did the Procter & Gamble (PG) officer receive on 2026-08-19?

The reporting officer received a stock award of 7,857 PG common shares on 2026-08-19 under the 2025 Stock and Incentive Compensation Plan, recorded at a per-share price of $0.0000 as a compensation grant, not a market purchase.

How many Procter & Gamble (PG) common shares does the officer hold directly after this Form 4?

After the reported transactions, the officer directly holds 191,030.55 PG common shares. This total includes shares associated with a 7,857-share stock award and prior grants, as well as dividend equivalents settled in common stock as disclosed in the filing.

What RSU grant related to Procter & Gamble (PG) was reported on 2026-08-17?

On 2026-08-17, the officer was granted 276.4492 Restricted Stock Units tied to PG common stock. These RSUs stem from a retirement program and represent a contingent right to receive PG shares, delivering on retirement unless deferred or moved to a deferred compensation account.

What is the officer’s total RSU position related to Procter & Gamble (PG) after the new grant?

Following the 276.4492-unit grant, the officer holds 9,790.6218 Restricted Stock Units in total. Each RSU represents a contingent right to receive PG common stock, with delivery generally occurring at retirement or as otherwise deferred per the disclosed plan terms.

What indirect Procter & Gamble (PG) holdings are reported for the officer’s related parties?

Indirect holdings include 107.032 PG shares for each of three daughters, 49,633.6507 shares held by Retirement Plan Trustees, and 602 shares held by the officer’s spouse. These are reported as indirect ownership positions in PG common stock.

Were the reported Procter & Gamble (PG) transactions made under a Rule 10b5-1 plan?

The filing’s Rule 10b5-1 checkbox is not marked as an affirming trading plan (aff_10b5_one is false). The disclosure instead characterizes the entries as stock awards and RSU grants, rather than open-market trades executed under a pre-arranged trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/20/2026 - 03:52 PM EDT Accepted by SEC EDGAR 08/20/2026 - 03:51 PM EDT 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^*

Pritchard Marc S.

(Last) (First) (Middle)

ONE 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 Brand Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026

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	08/19/2026		A		7,857	A	$0(1)	191,030.55(2)	D
Common Stock								107.032	I	By Daughter ACP
Common Stock								107.032	I	By Daughter CEP
Common Stock								107.032	I	By Daughter NJP
Common Stock								49,633.6507	I	By Retirement Plan Trustees
Common Stock								602	I	By Wife

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)	08/17/2026		A	V	276.4492		(4)	(4)	Common Stock	276.4492	$0	9,790.6218	D

Explanation of Responses:

1. Stock Award pursuant to issuer's 2025 Stock and Incentive Compensation Plan.

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.

	/s/ Wednesday Shipp, attorney-in-fact for Marc S. Pritchard	08/20/2026
	** 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)