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Procter & Gamble (PG) CEO – Beauty reports new RSU and plan awards

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Form Type
4

Rhea-AI Filing Summary

Bharucha Freddy P. reported acquisition or exercise transactions in this Form 4 filing.

PROCTER & GAMBLE Co executive Freddy P. Bharucha, CEO – Beauty, reported multiple equity awards and updated holdings. On 2026-08-06 he received a retirement award of 789 Restricted Stock Units, each representing a contingent right to P&G common stock or cash per a plan formula for the year ended 6/30/2026. Earlier in 2026 he also received smaller RSU dividend-equivalent awards and Series A Preferred Stock awards tied to retirement plans, all at a stated price of $0.0000 per unit. Following these transactions, reported common stock holdings include 1,364.1458 shares held directly and additional indirect holdings through retirement plans and by spouse.

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Insider Bharucha Freddy P.
Role CEO - Beauty
Type Security Shares Price Value
Grant/Award Restricted Stock Units F8, F5 789 $0.00 $0.00
holding Common Stock F1 -- -- --
holding Common Stock F2 -- -- --
holding Common Stock F3 -- -- --
holding Common Stock F2 -- -- --
holding Common Stock -- -- --
Grant/Award Series A Preferred Stock F6, F7 0.3148 $0.00 $0.00
Grant/Award Series A Preferred Stock F6, F7 0.2445 $0.00 $0.00
Grant/Award Restricted Stock Units F4, F5 7.273 $0.00 $0.00
Grant/Award Restricted Stock Units F4, F5 6.2185 $0.00 $0.00
Grant/Award Restricted Stock Units F4, F5 7.0899 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 818.5403 shares (Direct); Series A Preferred Stock — 1,241.9498 shares (Indirect, By Retirement Plan Trustee); Series A Preferred Stock — 803.1225 shares (Indirect, By Spouse, By Retirement Plan Trustee); Common Stock — 1,364.1458 shares (Direct); Common Stock — 5,623.1557 shares (Indirect, By Retirement Plan Trustee); Common Stock — 388.67 shares (Indirect, By Spouse); Common Stock — 3,962.9959 shares (Indirect, By Spouse, By Retirement Plan Trustee); Common Stock — 895.98 shares (Indirect, By Spouse, International Stock Ownership Plan & Pension Plan)
Footnotes (8)
  1. F1. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.
  2. F2. Reflects adjustment to PST through July 14, 2026.
  3. F3. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock and shares acquired through the issuer's dividend reinvestment plan.
  4. F4. 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.
  5. F5. 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.
  6. F6. Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.
  7. F7. Shares held by Retirement Plan Trustees. If Officer terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.
  8. F8. 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 6/30/2026.
Retirement RSU award on 2026-08-06 789 Restricted Stock Units Retirement award RSUs contingent on plan year ended 6/30/2026
Direct common stock holdings 1,364.1458 shares Common stock held directly after 2026-08-06 update
Indirect common stock via Retirement Plan Trustee 5,623.1557 shares Common stock held indirectly by Retirement Plan Trustee
Indirect common stock by spouse 388.6700 shares Common stock held indirectly by spouse
Series A Preferred Stock award (plan trustee) 0.3148 shares Indirectly held by Retirement Plan Trustee as of 2026-07-14
Series A Preferred Stock award (spouse/plan) 0.2445 shares Indirectly held by spouse and Retirement Plan Trustee as of 2026-07-14
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.
Retirement Plan Trustee financial
"Shares held by Retirement Plan Trustees. If Officer terminates employment"
deferred compensation account financial
"shares are contributed to reporting person's deferred compensation account"
Series A Preferred Stock financial
"Series A Preferred Stock converted/redeemed at specified conversion/exercise price"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

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

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FAQ

What equity award did PG executive Freddy P. Bharucha receive on August 6, 2026?

Freddy P. Bharucha received a retirement award of 789 Restricted Stock Units on 2026-08-06. These RSUs represent a contingent right to receive Procter & Gamble common stock or cash, computed under a benefit formula for the plan year ended 6/30/2026.

How many Procter & Gamble (PG) common shares does Freddy P. Bharucha hold directly after these transactions?

After the reported activity, Freddy P. Bharucha directly holds 1,364.1458 shares of PG common stock. Additional common stock exposure is reported as indirect holdings through retirement plan trustees and by spouse-related accounts, separate from his direct ownership position.

What indirect Procter & Gamble (PG) holdings are reported for Freddy P. Bharucha?

Indirectly, holdings include 5,623.1557 PG common shares by a Retirement Plan Trustee and 388.6700 shares by spouse, plus other combined spouse-and-plan positions. These represent beneficial interests through retirement plans and spouse accounts rather than shares held directly by Bharucha.

What are the Series A Preferred Stock transactions reported for PG on July 14, 2026?

On 2026-07-14, entities associated with Freddy P. Bharucha acquired 0.3148 and 0.2445 shares of Series A Preferred Stock. These are held indirectly via retirement plan trustees and spouse-related plans and are convertible or redeemable into PG common stock at specified terms.

Are Freddy P. Bharucha’s new PG Restricted Stock Units immediately deliverable?

The RSUs are contingent rights and will deliver in shares upon retirement from the company, unless delivery is deferred or the shares are credited to a deferred compensation account, consistent with the terms described for the retirement and dividend-equivalent awards.

Were the reported PG insider transactions under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as affirmative. The awards are described as retirement and dividend-equivalent grants under company plans, with no additional statement here that they were executed under a pre-arranged Rule 10b5-1 trading plan.
SEC Form 4
FORM 4UNITED 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*
Bharucha Freddy P.

(Last)(First)(Middle)
ONE PROCTER AND 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CEO - Beauty
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock1,364.1458(1)D
Common Stock5,623.1557(2)IBy Retirement Plan Trustee
Common Stock388.67(3)IBy Spouse
Common Stock3,962.9959(2)IBy Spouse, By Retirement Plan Trustee
Common Stock895.98IBy Spouse, International Stock Ownership Plan & Pension Plan
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(4)12/03/2025AV7.0899 (5) (5)Common Stock7.0899$016.0488D
Restricted Stock Units(4)02/17/2026AV6.2185 (5) (5)Common Stock6.2185$022.2673D
Restricted Stock Units(4)05/15/2026AV7.273 (5) (5)Common Stock7.273$029.5403D
Series A Preferred Stock(6)07/14/2026AV0.3148 (7) (7)Common Stock0.3148$01,241.9498IBy Retirement Plan Trustee
Series A Preferred Stock(6)07/14/2026AV0.2445 (7) (7)Common Stock0.2445$0803.1225IBy Spouse, By Retirement Plan Trustee
Restricted Stock Units(8)08/06/2026A789 (5) (5)Common Stock789$0789D
Explanation of Responses:
1. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.
2. Reflects adjustment to PST through July 14, 2026.
3. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock and shares acquired through the issuer's dividend reinvestment plan.
4. 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.
5. 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.
6. Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.
7. Shares held by Retirement Plan Trustees. If Officer terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.
8. 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 6/30/2026.
/s/ Wednesday Shipp, attorney-in-fact for Freddy Bharucha08/10/2026
** Signature of Reporting PersonDate
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)