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Procter & Gamble (NYSE: PG) Health Care CEO reports insider stock and RSU moves

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Procter & Gamble executive Jennifer L. Davis, CEO – Health Care, reported equity transactions in company stock. On 12/03/2025, she acquired 60.43 shares of common stock through an exercise coded “M,” and the same number of shares, 60.43, was withheld in a transaction coded “F” to cover taxes from a prior restricted stock unit grant.

After these transactions, Davis directly owned 61,768.0786 shares of Procter & Gamble common stock and indirectly owned 15,535.3029 shares through a retirement plan trustee. She also reported restricted stock units, including 33.9576 RSUs credited as dividend equivalents and a retirement-related RSU award of 60.43 units, which together left her with 262.6603 and 965.57 RSUs, respectively, subject to delivery terms tied to retirement and the company’s benefit formulas.

Positive

  • None.

Negative

  • None.
Insider Davis Jennifer L.
Role CEO - Health Care
Type Security Shares Price Value
Exercise Restricted Stock Units 60.43 $0.00 --
Exercise Common Stock 60.43 $144.35 $9K
Tax Withholding Common Stock 60.43 $144.35 $9K
holding Common Stock -- -- --
Grant/Award Restricted Stock Units 33.958 $0.00 --
Holdings After Transaction: Restricted Stock Units — 965.57 shares (Direct); Common Stock — 61,828.509 shares (Direct); Common Stock — 15,535.303 shares (Indirect, By Retirement Plan Trustee)
Footnotes (1)
  1. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock. Shares withheld to cover taxes on previous Restricted Stock Unit grant. 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. 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. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
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)
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 60.43 A $144.35 61,828.5086(1) D
Common Stock 12/03/2025 F 60.43(2) D $144.35 61,768.0786 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
Restricted Stock Units (3) 11/17/2025 A V 33.9576 (4) (4) Common Stock 33.9576 $0 262.6603 D
Restricted Stock Units (5) 12/03/2025 M 60.43 (4) (4) Common Stock 60.43 $0 965.57 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 Jennifer L. Davis 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did PG executive Jennifer L. Davis report on this Form 4?

Jennifer L. Davis reported acquiring 60.43 shares of Procter & Gamble common stock on 12/03/2025 via a transaction coded “M,” with an equal 60.43 shares withheld in a tax-related transaction coded “F.”

How many Procter & Gamble (PG) shares does Jennifer L. Davis own after the reported transactions?

Following the reported transactions, Jennifer L. Davis directly owned 61,768.0786 shares of Procter & Gamble common stock and indirectly owned 15,535.3029 shares through a retirement plan trustee.

What restricted stock unit (RSU) activity is disclosed for PG executive Jennifer L. Davis?

The filing shows 33.9576 RSUs credited as dividend equivalents and a retirement award of 60.43 RSUs, leaving Davis with 262.6603 and 965.57 RSUs, respectively, subject to retirement-related delivery or deferral terms.

Why were some Procter & Gamble (PG) shares withheld in Jennifer L. Davis’s Form 4?

The 60.43 shares shown as a disposition coded “F” were withheld to cover taxes on a previous restricted stock unit grant, according to the explanation of responses.

What is Jennifer L. Davis’s role at Procter & Gamble as noted in the Form 4?

Jennifer L. Davis is identified as an officer of Procter & Gamble, serving as CEO – Health Care, and she filed the Form 4 as a single reporting person.

How are the RSUs for PG executive Jennifer L. Davis ultimately settled?

The RSUs represent a contingent right to receive Procter & Gamble common stock or cash, generally delivering in shares upon retirement, subject to any deferral or contribution elections described in the explanations.