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Procter & Gamble (NYSE: PG) legal chief reports new RSU and plan-based share awards

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Form Type
4

Rhea-AI Filing Summary

Whaley Susan Street reported acquisition or exercise transactions in this Form 4 filing.

PROCTER & GAMBLE Co executive Susan Street Whaley, Chief Legal Officer & Secretary, reported equity-based awards rather than open-market trades. On August 6, 2026, she received 895 Restricted Stock Units as a retirement award and 13.4324 RSUs as dividend equivalents, each representing contingent rights to P&G common stock that generally deliver in shares upon retirement or as otherwise deferred. She also holds 30,357.4176 shares of common stock directly and 7,187.9174 shares indirectly through a retirement plan, plus 1,532.6805 shares of Series A Preferred Stock held by retirement plan trustees, which are convertible or redeemable based on a formula including the higher of $6.82 or the market price of the common stock.

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Insider Whaley Susan Street
Role Chief Legal Officer & Secy
Type Security Shares Price Value
Grant/Award Restricted Stock Units F7, F4 895 $0.00 $0.00
holding Common Stock F1 -- -- --
holding Common Stock F2 -- -- --
Grant/Award Series A Preferred Stock F5, F6 0.3148 $0.00 $0.00
Grant/Award Restricted Stock Units F3, F4 13.4324 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 973.5614 shares (Direct); Series A Preferred Stock — 1,532.6805 shares (Indirect, By Retirement Plan Trustee); Common Stock — 30,357.4176 shares (Direct); Common Stock — 7,187.9174 shares (Indirect, By Retirement Plan Trustee)
Footnotes (7)
  1. F1. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.
  2. F2. Reflects adjustment to PST through July 14, 2026.
  3. F3. 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. F4. 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. F5. Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.
  6. F6. Shares held by Retirement Plan Trustees. If Officer terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.
  7. F7. 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 6/30/2026.
Retirement award RSUs 895 Restricted Stock Units Retirement award granted on August 6, 2026
Dividend equivalent RSUs 13.4324 Restricted Stock Units Dividend equivalents awarded under retirement program
Direct common shares 30,357.4176 shares Direct PG common stock holdings after reported transactions
Indirect common shares 7,187.9174 shares PG common stock held indirectly by Retirement Plan Trustee
Series A Preferred Stock 1,532.6805 shares Indirect holdings via Retirement Plan Trustee after July 14, 2026 adjustment
Preferred conversion benchmark $6.82 per share Higher of $6.82 or market price used in preferred stock conversion/redemption formula
Restricted Stock Units financial
"Retirement award in the form of Restricted Stock Units which represent a contingent right"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
dividend equivalents financial
"Dividend equivalents in the form of Restricted Stock Units (RSUs) previously awarded"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
Retirement Plan Trustee financial
"Shares held by Retirement Plan Trustees. If Officer terminates employment"
deferred compensation account financial
"unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account"
Preferred Stock financial
"Shares held by Retirement Plan Trustees... Preferred Stock converted/redeemed"
Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.

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FAQ

What equity awards did PG executive Susan Street Whaley report on this Form 4?

Susan Street Whaley reported 895 Restricted Stock Units as a retirement award and 13.4324 RSUs as dividend equivalents, each representing a contingent right to receive Procter & Gamble common stock or, in some cases, a cash settlement.

How many Procter & Gamble (PG) common shares does Susan Street Whaley hold after these transactions?

After the reported awards, Susan Street Whaley holds 30,357.4176 PG common shares directly and 7,187.9174 common shares indirectly through a retirement plan, according to plan trustee records referenced in the filing’s footnotes.

What is the nature of the Series A Preferred Stock reported for PG’s Susan Street Whaley?

She holds 1,532.6805 shares of Series A Preferred Stock indirectly through retirement plan trustees. This preferred stock is convertible or redeemable using a formula tied to the higher of $6.82 per share or the market price of PG common stock.

Are the RSUs reported by PG’s Susan Street Whaley part of a retirement program?

Yes. Certain RSUs are dividend equivalents previously awarded under Procter & Gamble’s retirement program, and the 895-unit grant is described as a retirement award computed under a benefit formula for the plan year ended 6/30/2026.

Does this PG Form 4 show any open-market stock sales or purchases by Susan Street Whaley?

No open-market purchases or sales are reported. The filing shows equity awards (RSUs and preferred stock adjustments) and updated direct and indirect holdings, rather than discretionary market transactions in PG common stock.
SEC Form 4
FORM 4UNITED 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*
Whaley Susan Street

(Last)(First)(Middle)
1 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer & Secy
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock30,357.4176(1)D
Common Stock7,187.9174(2)IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)05/15/2026AV13.4324 (4) (4)Common Stock13.4324$078.5614D
Series A Preferred Stock(5)07/14/2026AV0.3148 (6) (6)Common Stock0.3148$01,532.6805IBy Retirement Plan Trustee
Restricted Stock Units(7)08/06/2026A895 (4) (4)Common Stock895$0895D
Explanation of Responses:
1. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.
2. Reflects adjustment to PST through July 14, 2026.
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. Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.
6. Shares held by Retirement Plan Trustees. If Officer terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.
7. 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 6/30/2026.
/s/ Wednesday Shipp, attorney-in-fact for Susan Street Whaley08/10/2026
** Signature of Reporting PersonDate
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)