PG CEO Moeller disposes 11,684 shares to cover RSU taxes

Rhea-AI Filing Summary

Procter & Gamble (PG) director and CEO Jon R. Moeller reported a sale of 11,684 shares of Common Stock on 10/02/2025 at a reported price of $152.2317 per share to cover tax obligations from a Restricted Stock Unit award. After the sale, Mr. Moeller's direct beneficial ownership is reported as 319,932.232 shares. He also retains indirect holdings of 24,767.7039 shares through retirement plan trustees and 35,421.5707 shares attributed to his spouse, for combined reported beneficial ownership across direct and indirect holdings.

Positive

• Substantial retained ownership: Combined direct and indirect holdings total over 380,000 shares, indicating continued insider alignment
• Transaction is routine: Sale explicitly executed to cover tax obligations from RSU settlement, not an open discretionary liquidation

Negative

• None.

Insights

Corporate Insider

Routine RSU tax-sale reduces direct shares but leaves substantial combined holdings.

The filing shows a 10/02/2025 sale of 11,684 shares executed to satisfy tax withholding on vested Restricted Stock Units. The sale is coded as a standard disposal to cover taxes rather than an open-market, discretionary divestiture.

The director retains a significant stake: 319,932.232 direct shares plus 60,189.2746 indirect shares via retirement plan trustees and spouse, which maintains alignment with shareholders in the near term. Monitor future Section 16 filings for any additional open-market sales within the next 12 months.

Compensation Analyst

Sale reflects RSU settlement mechanics, not compensation policy change.

The explanatory note states the shares were sold to cover tax obligations upon RSU settlement, a common practice in executive compensation administration. The per-share sale price of $152.2317 implies tax withholding was executed at vesting rather than via net-settlement.

This action is transactional and tied to award settlement timing; material compensation changes would require additional disclosure. Investors may watch upcoming proxy disclosures for detailed grant and vesting schedules over the next fiscal year.

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^*

Moeller Jon R

(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)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2025

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	10/02/2025		S		11,684(1)	D	$152.2317	319,932.232	D
Common Stock								24,767.7039	I	By Retirement Plan Trustees
Common Stock								35,421.5707	I	By Spouse

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

Explanation of Responses:

1. Shares sold to cover tax obligations upon settlement of Restricted Stock Unit award.

	/s/ Wednesday Shipp, Attorney-In-Fact for Jon R. Moeller	10/06/2025
	** 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 did Jon R. Moeller report on Form 4 for PG?

He reported a sale of 11,684 shares on 10/02/2025 at $152.2317 per share to cover tax obligations from a Restricted Stock Unit award.

How many P&G shares does Jon R. Moeller beneficially own after the sale?

The filing reports 319,932.232 shares directly, plus 24,767.7039 shares via retirement plan trustees and 35,421.5707 shares attributed to his spouse.

Was the sale an open-market disposition or tax withholding?

The filing explains the shares were sold to cover tax obligations upon RSU settlement, indicating a tax-withholding-related sale.

Does this Form 4 indicate any change in Mr. Moeller's role at P&G?

No. The filing lists his roles as Chairman, President and CEO and does not disclose any role changes.

When was the Form 4 signed and filed?

The filing is signed on 10/06/2025 by an attorney-in-fact for Jon R. Moeller.