P&G (NYSE: PG) HR chief sells 12,827 shares after option exercise

Rhea-AI Filing Summary

Procter & Gamble’s Chief Human Resources Officer, Purushothaman Balaji, reported an option exercise and share sale on February 11, 2026. He exercised a stock option for 12,827 shares of common stock at an exercise price of $91.07 per share.

On the same day, he sold 12,827 common shares in an open-market transaction at a weighted average price of $160.3093 per share, as disclosed in the footnote. Following these transactions, he held 12,638.8004 shares directly and 5,223.363 shares indirectly through a retirement plan trustee.

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

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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^*

Purushothaman Balaji

(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)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		M		12,827	A	$91.07	25,465.8004	D
Common Stock	02/11/2026		S		12,827	D	$160.3093(1)	12,638.8004	D
Common Stock								5,223.363(2)	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
Stock Option (Right to Buy)	$91.07	02/11/2026		M			12,827	02/28/2020	02/26/2027	Common Stock	12,827	$0	0	D

Explanation of Responses:

1. Weighted average price of the shares sold. The price range was $160.30 to $160.36. Full information regarding the number of shares sold at each separate price available upon request.

2. Reflects adjustment to PST through December 31, 2025.

	/s/ Wednesday Shipp, as Attorney-in-fact for Balaji Purushothaman	02/13/2026
	** 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.
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FAQ

What did PG executive Purushothaman Balaji report in this Form 4?

He reported exercising stock options and selling shares. On February 11, 2026, Balaji exercised options for 12,827 Procter & Gamble common shares, then sold 12,827 shares in an open-market transaction, and updated his direct and indirect share holdings accordingly.

How many Procter & Gamble (PG) shares did the HR chief sell?

He sold 12,827 common shares. The sale occurred on February 11, 2026, in an open-market transaction. The filing notes a weighted average sale price of $160.3093 per share, with individual trade prices ranging from $160.30 to $160.36.

At what prices were Procter & Gamble (PG) shares transacted in this filing?

The option was exercised at $91.07 and shares sold around $160.31. Balaji exercised options at $91.07 per share and later sold 12,827 shares at a weighted average of $160.3093, with a disclosed price range between $160.30 and $160.36.

How many Procter & Gamble (PG) shares does Balaji hold after these transactions?

He directly holds 12,638.8004 shares after the transactions. In addition to this direct ownership, the filing shows an indirect holding of 5,223.363 Procter & Gamble common shares held by a retirement plan trustee.

What type of derivative security did the PG executive exercise?

He exercised a stock option (right to buy) for 12,827 shares. The option carried a $91.07 exercise price, was originally granted on February 28, 2020, and was scheduled to expire on February 26, 2027, before being fully exercised in this transaction.

What does the footnote about the PG share sale price explain?

It explains the weighted average sale price calculation. The filing states that the $160.3093 price is a weighted average, with individual trades executed between $160.30 and $160.36, and that detailed trade-level pricing information is available upon request.