Procter & Gamble CEO reports routine equity changes in Form 4

Procter & Gamble Chairman, President and CEO Jon R. Moeller reported routine updates to his ownership of PG common stock.

Rhea-AI Filing Summary

Procter & Gamble Chairman, President and CEO Jon R. Moeller reported routine updates to his ownership of PG common stock. On 12/03/2025, several transactions occurred, including shares withheld to cover taxes related to previous restricted stock unit (RSU) grants, as noted in the explanations. These withholding transactions reduced his directly held common stock but reflect tax obligations rather than open‑market sales.

The report also shows ongoing activity in RSUs linked to dividend equivalents and the company’s retirement program. Certain RSUs represent a contingent right to receive Procter & Gamble common stock, generally delivering shares upon retirement unless delivery is deferred or contributed to a deferred compensation account. Moeller also reports indirect ownership through retirement plan trustees and holdings attributed to his spouse.

Insider Trade Summary

159.14 shares exercised/converted

Exercise 8 txns

Insider Moeller Jon R

Role Chairman, President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	159.14	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	719.07	$144.35	$104K
Exercise	Common Stock	159.14	$144.35	$23K
Exercise Price or Tax Liability	Common Stock	159.14	$144.35	$23K
Exercise Price or Tax Liability	Common Stock	151.08	$144.35	$22K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
Grant/Award	Restricted Stock Units	244.1113	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 8,944.4824 contracts (Direct); Common Stock — 319,384.99 shares (Direct); Common Stock — 24,767.7039 shares (Indirect, By Retirement Plan Trustees); Common Stock — 35,421.5707 shares (Indirect, By Spouse)

Footnotes (5)

1. F1. Shares withheld to cover taxes on previous Restricted Stock Unit grant.
2. F2. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.
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. 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.

FAQ

What did Procter & Gamble (PG) disclose in this Form 4 filing?

The filing shows Jon R. Moeller, Procter & Gamble's Chairman, President and CEO, reporting changes in his ownership of PG common stock, including tax-related share withholdings and activity in restricted stock units (RSUs).

Were Procter & Gamble (PG) shares sold on the open market by the CEO?

The transactions marked with code F are described as shares withheld to cover taxes on previous RSU grants, indicating shares were retained for tax obligations rather than reported as open‑market discretionary sales.

What types of equity awards are reported for Procter & Gamble (PG) CEO Jon R. Moeller?

The report includes restricted stock units (RSUs), including dividend equivalents awarded under the retirement program and a retirement award that represents a contingent right to receive PG common stock or cash settlement based on a benefit formula.

How and when will the reported RSUs for PG common stock be delivered?

According to the disclosure, certain RSUs will deliver in shares on retirement from Procter & Gamble, unless delivery is deferred or the shares are contributed to the reporting person’s deferred compensation account.

Does the Procter & Gamble (PG) Form 4 show indirect ownership for the CEO?

Yes. The filing lists indirect holdings in PG common stock by retirement plan trustees and by spouse, in addition to the CEO’s directly held shares.

What is the relationship of the reporting person to Procter & Gamble (PG)?

The reporting person is identified as both a Director and an Officer, with the title Chairman, President and CEO of Procter & Gamble.

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Accepted by SEC EDGAR 12/05/2025 - 12:29 PM Learn about SEC filing dates

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^*

Moeller Jon R

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

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		F		719.07(1)	D	$144.35	319,536.07(2)	D
Common Stock	12/03/2025		M		159.14	A	$144.35	319,695.21	D
Common Stock	12/03/2025		F		159.14(1)	D	$144.35	319,536.07	D
Common Stock	12/03/2025		F		151.08(1)	D	$144.35	319,384.99	D
Common Stock								24,767.7039	I	By Retirement Plan Trustees
Common Stock								35,421.5707	I	By Spouse

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	244.1113		(4)	(4)	Common Stock	244.1113	$0	6,860.6224	D
Restricted Stock Units	(5)	12/03/2025		M			159.14	(4)	(4)	Common Stock	159.14	$0	2,083.86	D

Explanation of Responses:

1. Shares withheld to cover taxes on previous Restricted Stock Unit grant.

2. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.

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 Jon R. Moeller	12/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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