Procter & Gamble (PG) Chief Brand Officer details stock and RSU awards in Form 4

Rhea-AI Filing Summary

Procter & Gamble Chief Brand Officer Marc S. Pritchard reported routine equity transactions involving company stock and restricted stock units. On 12/03/2025, he acquired 94.68 shares of Procter & Gamble common stock through the exercise of derivative securities and had 94.68 shares withheld to cover taxes on a prior restricted stock unit grant at a price of $144.35 per share. After these transactions, he directly owned 182,606.5502 shares of common stock, along with additional indirect holdings through his daughters, a retirement plan, and his spouse.

In a separate transaction dated 11/17/2025, Pritchard received 257.5366 restricted stock units as dividend equivalents, bringing one of his restricted stock unit balances to 9,001.9379 units. Another restricted stock unit entry on 12/03/2025 for 94.68 units is described as a retirement award, leaving a balance of 1,158.32 restricted stock units under that program. These restricted stock units represent contingent rights to receive Procter & Gamble common stock or cash, generally deliverable upon retirement or under the company’s retirement and deferred compensation arrangements.

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

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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^*

Pritchard Marc S.

(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 Brand Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2025

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	12/03/2025		M		94.68	A	$144.35	182,701.2302(1)	D
Common Stock	12/03/2025		F		94.68(2)	D	$144.35	182,606.5502	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								47,845.6524	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
Restricted Stock Units	(3)	11/17/2025		A	V	257.5366		(4)	(4)	Common Stock	257.5366	$0	9,001.9379	D
Restricted Stock Units	(5)	12/03/2025		M			94.68	(4)	(4)	Common Stock	94.68	$0	1,158.32	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. Shares withheld to cover taxes on previous Restricted Stock Unit grant.

3. 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.

4. 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.

5. 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 6/30/2025.

	/s/ Wednesday Shipp, attorney-in-fact for Marc S. Pritchard	12/05/2025
	** 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.
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FAQ

What insider transaction did Procter & Gamble (PG) report for Marc S. Pritchard on this Form 4?

The filing reports that Marc S. Pritchard, Procter & Gamble's Chief Brand Officer, acquired 94.68 shares of common stock on 12/03/2025 and had 94.68 shares disposed of the same day to cover taxes related to a prior restricted stock unit grant.

How many Procter & Gamble (PG) shares does Marc S. Pritchard directly own after the reported transactions?

Following the reported transactions, Marc S. Pritchard directly owned 182,606.5502 shares of Procter & Gamble common stock.

What indirect holdings in Procter & Gamble (PG) stock does Marc S. Pritchard report?

In addition to his direct holdings, Pritchard reports indirect ownership of 107.032 shares held for each of three daughters, 47,845.6524 shares held by retirement plan trustees, and 602 shares held by his spouse.

What restricted stock unit activity involving Procter & Gamble (PG) is disclosed for Marc S. Pritchard?

The filing notes that on 11/17/2025 he received 257.5366 restricted stock units as dividend equivalents, bringing one restricted stock unit balance to 9,001.9379 units, and on 12/03/2025 a 94.68-unit retirement award, leaving 1,158.32 restricted stock units under that program.

How are Marc S. Pritchards Procter & Gamble (PG) restricted stock units settled?

The restricted stock units are described as a contingent right to receive Procter & Gamble common stock or cash, generally deliverable in shares upon retirement from the company unless delivery is deferred or shares are contributed to a deferred compensation account.