Procter & Gamble (NYSE: PG) insider sells to cover taxes

Rhea-AI Filing Summary

PROCTER & GAMBLE Co (PG) insider Marc S. Pritchard, Chief Brand Officer, reported selling 4,030 shares of common stock on 2026-08-20 at $143.79 per share. A footnote states the shares were sold to cover taxes on a Stock Award. After the sale, he directly held 187,000.55 shares, with additional indirect holdings reported for his wife, three daughters, and retirement plan trustees.

Insider Trade Summary

Net Seller: 4,030 shares

Net Sell 6 txns

Insider Pritchard Marc S.

Role Chief Brand Officer

Sold 4,030 shs ($579K)

Type	Security	Shares	Price	Value
Sale	Common Stock F1	4,030	$143.79	$579K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 187,000.55 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 (1)

1. F1. Shares sold to cover taxes on Stock Award.

Key Figures

Shares sold: 4,030 shares Sale price per share: $143.79 per share Direct holdings after transaction: 187,000.55 shares +3 more

6 metrics

Shares sold 4,030 shares Common Stock sale on 2026-08-20

Sale price per share $143.79 per share Price for 4,030-share sale on 2026-08-20

Direct holdings after transaction 187,000.55 shares Direct Common Stock held after 2026-08-20 sale

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

Indirect holdings by Wife 602 shares Common Stock held indirectly by Wife

Indirect holdings by each Daughter 107.032 shares Common Stock held indirectly by each of three daughters

Key Terms

Stock Award, indirect, Retirement Plan Trustees

3 terms

Stock Award financial

"Shares sold to cover taxes on Stock Award."

indirect financial

"ownership_type": "indirect""

Retirement Plan Trustees financial

"nature_of_ownership": "By Retirement Plan Trustees""

FAQ

What transaction did Marc S. Pritchard report in PG stock on this Form 4?

Marc S. Pritchard reported a sale of 4,030 shares of PROCTER & GAMBLE Co common stock on 2026-08-20, described as a sale in the open market or a private transaction.

At what price were Marc S. Pritchard’s PG shares sold?

The reported sale of 4,030 PG shares by Marc S. Pritchard was executed at a price of $143.79 per share, according to the Form 4 data.

Why were Marc S. Pritchard’s PG shares sold according to the Form 4?

A footnote states the 4,030 shares were “sold to cover taxes on Stock Award.” This indicates the transaction was related to satisfying tax obligations arising from an equity award.

How many PG shares does Marc S. Pritchard hold directly after the reported sale?

Following the reported transaction, Marc S. Pritchard is shown as directly holding 187,000.55 shares of PROCTER & GAMBLE Co common stock.

What indirect PG shareholdings associated with Marc S. Pritchard are reported?

Indirect holdings reported include 107.032 shares each held “By Daughter ACP,” “By Daughter CEP,” and “By Daughter NJP,” 49,633.6507 shares held “By Retirement Plan Trustees,” and 602 shares held “By Wife.”

Was Marc S. Pritchard’s PG stock sale reported under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not checked (aff_10b5_one is false), so the transaction is not affirmed as having been made under a Rule 10b5-1 trading plan in this report.

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Available on EDGAR 08/24/2026 - 12:40 PM Accepted by SEC EDGAR 08/24/2026 - 12:40 PM 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)
08/20/2026

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	08/20/2026		S		4,030(1)	D	$143.79	187,000.55	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

Explanation of Responses:

1. Shares sold to cover taxes on Stock Award.

	/s/ Wednesday Shipp, attorney-in-fact for Marc S. Pritchard	08/24/2026
	** 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)