Procter & Gamble (PG) Form 4: CFO Sell-to-Cover 4,252 Shares

Rhea-AI Filing Summary

Insider sale to cover RSU taxes. The Form 4 shows Andre Schulten, Chief Financial Officer of Procter & Gamble (PG), sold 4,252 shares of common stock on 10/02/2025 at $152.2317 per share. The filing states the sale was to cover tax obligations upon settlement of a Restricted Stock Unit award. After the sale, the reporting person beneficially owned 53,992.0273 shares directly and 6,870.6545 shares indirectly through a retirement plan trustee. The Form 4 was signed by an attorney-in-fact on 10/06/2025.

Insights

Corporate Governance Specialist

Routine tax-driven sale; maintains significant share ownership.

The reported transaction is a direct sale of 4,252 shares executed on 10/02/2025 and described as a sale to satisfy tax withholding for a settled Restricted Stock Unit award. Such sales by executives to cover taxes are a common element of compensation realization and do not, by themselves, indicate a change in company strategy.

The remaining reported holdings—53,992.0273 shares directly and 6,870.6545 indirectly—mean the executive still retains meaningful economic exposure to the company. Monitor periodic Section 16 filings for any pattern of selling that might alter governance signals over a 6–12 month horizon.

Executive Compensation & Tax Advisor

Sale aligns with RSU tax-withholding practice; tax withholding amount not disclosed.

The filing explicitly states the shares were "sold to cover tax obligations upon settlement of Restricted Stock Unit Award," indicating a net-share settlement or sell-to-cover execution. The per-share price reported is $152.2317, which sets the gross proceeds for the transaction but the filing does not disclose the exact tax liability amount withheld.

Investors watching dilution or compensation expense effects should refer to periodic filings that disclose RSU grants and share-based compensation expense; this single Form 4 shows the mechanical tax-withholding step, typically completed at settlement dates within the award schedule.

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^*

Schulten Andre

(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 Financial 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		4,252(1)	D	$152.2317	53,992.0273	D
Common Stock								6,870.6545	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 obligations upon settlement of Restricted Stock Unit Award.

	/s/ Wednesday Shipp, attorney-in-fact for Andre Schulten	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 Procter & Gamble (PG) CFO Andre Schulten sell?

He sold 4,252 shares of Procter & Gamble common stock on 10/02/2025 at $152.2317 per share.

Why were the shares sold by the reporting person (PG)?

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

How many P&G shares does the reporting person own after the sale?

After the transaction he beneficially owned 53,992.0273 shares directly and 6,870.6545 shares indirectly via a retirement plan trustee.

When was the Form 4 signed for this PG transaction?

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

Does the Form 4 disclose the tax amount withheld for the RSU settlement?

No. The Form 4 explains the sale was to cover taxes but does not disclose the specific dollar amount withheld.