Procter & Gamble COO sells 3,986 shares at $152.23 to cover RSU taxes

Rhea-AI Filing Summary

Shailesh Jejurikar, Chief Operating Officer of Procter & Gamble Co (PG), reported a sale of 3,986 shares of common stock on 10/02/2025 at a price of $152.2317 per share. The filing states the shares were sold to cover tax obligations arising from the settlement of a Restricted Stock Unit award. After the transaction the reporting person shows 46,899.3817 shares directly beneficially owned and additional indirect holdings of 3,331.1419 shares (by a retirement plan trustee), 19,757 shares (Sankhya S Jejurikar Revocable Trust) and 17,849 shares (Shailesh Jejurikar Trust).

The Form 4 was signed by an attorney-in-fact on 10/06/2025. The filing is single-person (not a group) and lists the transaction code as S denoting a sale; the explanatory footnote confirms the sale was to cover taxes on RSU settlement.

Positive

• Retention of sizable holdings: combined direct and indirect ownership remains substantial after the sale
• Sale reason disclosed: transaction was executed to cover tax obligations from RSU settlement, a routine purpose

Negative

• Insider sale: 3,986 shares were disposed of which reduces direct holdings
• Short interval between RSU settlement and sale: indicates immediate liquidity need tied to compensation taxes

Insights

Corporate Governance Analyst

Routine tax-related sale by the COO; holdings remain sizable.

The reported sale of $152.2317 per share for 3,986 shares was executed to cover tax obligations tied to an RSU settlement, which is a common, non-discretionary reason for insider sales. The filing shows the reporting person retains significant combined direct and indirect holdings across four lines of ownership, indicating continued economic exposure to the company.

Key dependencies include the timing of executive compensation vesting and tax withholding mechanics; these sales do not by themselves indicate a change in corporate strategy. Monitor upcoming compensation vesting dates and additional Form 4 activity over the next 90 days for any pattern beyond routine tax-related transactions.

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
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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^*

Jejurikar Shailesh

(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)
	Chief Operating Officer

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		3,986(1)	D	$152.2317	46,899.3817	D
Common Stock								3,331.1419	I	By Retirement Plan Trustee
Common Stock								19,757	I	Sankhya S Jejurikar Revocable Trust
Common Stock								17,849	I	Shailesh Jejurikar Trust

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 obligation upon settlement of Restricted Stock Unit Award.

	/s/ Wednesday Shipp, attorney-in-fact for Shailesh Jejurikar	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 PG insider Shailesh Jejurikar sell on 10/02/2025?

The filing reports a sale of 3,986 shares of Procter & Gamble common stock at $152.2317 per share on 10/02/2025.

Why were the shares sold according to the Form 4?

The Form 4 states the shares were sold to cover tax obligations upon settlement of a Restricted Stock Unit (RSU) award.

How many PG shares does Jejurikar beneficially own after the transaction?

After the reported sale, the filing lists 46,899.3817 shares as directly beneficially owned plus indirect holdings of 3,331.1419, 19,757, and 17,849 shares across identified trusts and a retirement plan trustee.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by an attorney-in-fact, Wednesday Shipp, on 10/06/2025.

Does the filing indicate an insider trading plan (10b5-1)?

The form does not mark or indicate execution under a 10b5-1 trading plan; the sale is disclosed as a tax-withholding sale for RSU settlement.