PG (NYSE: PG) grooming CEO exercises 36,093 options and sells 36,093 shares

Rhea-AI Filing Summary

Procter & Gamble CEO – Grooming Gary A. Coombe reported multiple equity transactions in Procter & Gamble common stock. On February 12, 2026, he exercised stock options for 36,093 shares at an exercise price of $78.52 per share, receiving the same number of common shares.

On the same date, he then sold 36,093 common shares in open-market transactions at a weighted average price of $162.3307, leaving 34,993.7893 shares of directly held common stock. He also reports indirect holdings of 486.4342 shares through a retirement plan trustee and 1,295.35 shares through an international stock ownership and pension plan.

In addition, previously granted restricted stock units, including 63.6893 units awarded on November 17, 2025, total 1,117.3663 RSUs. Footnotes explain that these RSUs and some share totals include dividend equivalents and may be delivered in shares upon retirement under the company’s programs.

Insights

Equity compensation and insider-trading analyst

Routine option exercise and same‑day sale by a P&G business unit CEO.

Gary A. Coombe, CEO – Grooming at Procter & Gamble, exercised stock options for 36,093 shares at an exercise price of $78.52 and received the same number of common shares. This is labeled as an exercise or conversion of a derivative security.

He then sold 36,093 common shares in open-market transactions at a weighted average price of $162.3307, leaving 34,993.7893 shares directly owned, plus smaller indirect plan holdings. The filing also notes 1,117.3663 restricted stock units, including 63.6893 units granted on November 17, 2025, which represent contingent rights to common stock.

These transactions are typical of equity compensation usage, where options are exercised and shares are sold to monetize awards. The filing does not provide comparative context to prior holdings or compensation structure, so the overall impact on his economic exposure to P&G will depend on future equity grants and any additional transactions reported in later filings.

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

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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)
02/12/2026

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	02/12/2026		M		36,093	A	$78.52	71,086.7893(1)(2)	D
Common Stock	02/12/2026		S		36,093	D	$162.3307(3)	34,993.7893	D
Common Stock								486.4342(4)	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
Restricted Stock Units	(5)	11/17/2025		A	V	63.6893		(6)	(6)	Common Stock	63.6893	$0	1,117.3663	D
Stock Option (Right to Buy)	$78.52	02/12/2026		M			36,093	02/26/2021	02/28/2028	Common Stock	36,093	$0	36,093	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. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) and shares acquired through the issuer's dividend reinvestment plan.

3. Weighted average price of the shares sold. The price range was $162.33 to $162.35. Full information regarding the number of shares sold at each separate price available upon request.

4. Reflects adjustment to PST through December 31, 2025.

5. 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.

6. 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 Gary A. Coombe	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did PG executive Gary A. Coombe report on February 12, 2026?

Gary A. Coombe exercised stock options for 36,093 PG common shares at $78.52 and then sold 36,093 shares at a weighted average price of $162.3307, leaving 34,993.7893 directly held shares afterward.

How many Procter & Gamble shares does Gary A. Coombe own after the reported Form 4 transactions?

After the transactions, Gary A. Coombe holds 34,993.7893 PG common shares directly. He also reports 486.4342 shares indirectly via a retirement plan trustee and 1,295.35 shares through an international stock ownership and pension plan.

What stock option activity did PG’s Grooming CEO report in the latest Form 4 filing?

Gary A. Coombe exercised a stock option covering 36,093 Procter & Gamble shares at an exercise price of $78.52 per share. The exercise converted his derivative award into common stock as part of his equity compensation program.

At what price did Gary A. Coombe sell Procter & Gamble shares on February 12, 2026?

He sold 36,093 Procter & Gamble common shares at a weighted average price of $162.3307 per share. The filing notes the actual sale prices ranged from $162.33 to $162.35, with full breakdowns available on request.

What restricted stock unit (RSU) holdings does Gary A. Coombe report for PG?

He reports 1,117.3663 restricted stock units tied to Procter & Gamble common stock, including 63.6893 units awarded on November 17, 2025. Footnotes state these RSUs are dividend-equivalent units that will deliver in shares upon retirement, subject to program terms.

Does the PG Form 4 show indirect holdings for Gary A. Coombe in company stock?

Yes. The filing lists 486.4342 PG common shares held indirectly through a retirement plan trustee and 1,295.35 shares through an International Stock Ownership Plan and Pension Plan (Switzerland), in addition to his directly held shares.