Jennifer Davis sells shares to cover RSU taxes; retains ~77,299 shares

Rhea-AI Filing Summary

Jennifer L. Davis, an officer (CEO - Health Care) of Procter & Gamble Co (PG), reported a sale of 3,227 shares of common stock on 10/02/2025. The shares were sold at a reported price of $152.2317 and were sold to cover a tax obligation upon settlement of a Restricted Stock Unit award. After the transaction, the filing shows 61,763.9326 shares held directly and 15,535.3029 shares held indirectly through a retirement plan trustee, for combined beneficial ownership disclosed on the form.

The sale is described as a routine disposition to satisfy taxes tied to equity compensation rather than an open-market divestiture for liquidity. The form is signed by an attorney-in-fact and reports the transaction under Section 16 rules for insiders.

Positive

• Sale caused by tax withholding on RSU settlement, indicating a compensation-related disposition rather than a personal liquidity event
• Significant continued ownership: 61,763.9326 shares direct and 15,535.3029 shares indirect remain after the transaction

Negative

• Reduction of direct holdings by 3,227 shares via sale at $152.2317

Insights

Corporate Insider Compensation Analyst

Sale appears routine to cover RSU taxes; ownership remains meaningful.

The reported sale of 3,227 shares at $152.2317 is identified in the form as shares sold to cover a tax obligation on a Restricted Stock Unit award, which is a common, non-dispositive mechanism following equity vesting. The filing lists 61,763.9326 shares as directly owned and 15,535.3029 shares as indirectly owned via a retirement plan trustee, reflecting continued exposure to the issuer's equity.

Key dependencies include future RSU vesting schedules and any additional planned dispositions under the indicated Section 16 filing rules; monitor further Form 4 filings in the near term for changes to direct or indirect holdings.

Regulatory Compliance Specialist

Transaction is reported under Section 16 and uses standard disclosure conventions.

The Form 4 documents the date of transaction (10/02/2025), the transaction code (S for sale), and the stated reason (tax cover for RSU settlement), meeting the disclosure elements required under Section 16 filings. The form is executed by an attorney-in-fact, with signature dated 10/06/2025, which is consistent with authorized filing practice.

Compliance risk appears low given the explicit explanation; continued compliance should be confirmed by checking for any amendments or additional filings that change reported amounts.

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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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^*

Davis Jennifer L.

(Last) (First) (Middle)

1 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)
	CEO - Health Care

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		3,227(1)	D	$152.2317	61,763.9326	D
Common Stock								15,535.3029	I	By Retirement Plan Trustee

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 Jennifer L. Davis	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 the Procter & Gamble (PG) insider file disclose on 10/02/2025?

The filing shows an insider sale of 3,227 shares on 10/02/2025 to cover taxes from a Restricted Stock Unit award; price reported was $152.2317.

How many P&G shares does Jennifer L. Davis beneficially own after the reported transaction?

The form reports 61,763.9326 shares held directly and 15,535.3029 shares held indirectly by a retirement plan trustee.

Why were the shares sold according to the filing?

The filing states the shares were sold to cover a tax obligation upon settlement of a Restricted Stock Unit award.

Was the Form 4 signed and when?

Yes; the Form 4 is signed by an attorney-in-fact, Wednesday Shipp, for Jennifer L. Davis with a signature date of 10/06/2025.

Does the filing indicate any derivative transactions or option exercises?

No derivative transactions or option exercises are disclosed in Table II; the reported activity is a non-derivative sale of common stock.