Procter & Gamble (PG) director Robert Portman reports new 54-share RSU grant

Rhea-AI Filing Summary

Procter & Gamble (PG) director Robert Portman reported a small equity compensation grant. On 12/09/2025, he acquired 54 shares of Procter & Gamble common stock through restricted stock units at a price of $0, reflecting a stock-based award rather than an open-market purchase.

The award was granted under The Procter & Gamble 2025 Stock and Incentive Compensation Plan and includes dividend equivalents in the form of additional restricted stock units. Following this transaction, Portman beneficially owns 4,983.9036 shares of Procter & Gamble common stock in direct ownership.

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^*

Portman Robert Jones

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

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	12/09/2025		A		54	A	$0(1)	4,983.9036(2)	D

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. Restricted Stock Units awarded pursuant to The Procter & Gamble 2025 Stock and Incentive Compensation Plan.

2. Total includes grant of dividend equivalents in the form of Restricted Stock Units.

	/s/ Wednesday Shipp, attorney-in-fact for Robert Portman	12/10/2025
	** 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 insider transaction did Procter & Gamble (PG) report in this Form 4?

Procter & Gamble reported that director Robert Portman acquired 54 shares of common stock on 12/09/2025 via restricted stock units at a price of $0, reflecting an equity compensation grant.

What type of security did Robert Portman receive from Procter & Gamble (PG)?

Robert Portman received restricted stock units that convert into Procter & Gamble common stock under the company’s stock and incentive compensation plan.

Under which plan were the restricted stock units granted at Procter & Gamble (PG)?

The restricted stock units were awarded pursuant to The Procter & Gamble 2025 Stock and Incentive Compensation Plan, as stated in the explanation of responses.

How many Procter & Gamble (PG) shares does Robert Portman beneficially own after this transaction?

After the reported transaction, Robert Portman beneficially owns 4,983.9036 shares of Procter & Gamble common stock in direct ownership.

Does the Procter & Gamble (PG) Form 4 mention dividend equivalents on the award?

Yes. The filing explains that the reported total includes a grant of dividend equivalents in the form of additional restricted stock units, which increase the overall share count tied to the award.

Was this Procter & Gamble (PG) insider transaction an open-market purchase?

No. The 54 shares were acquired at a price of $0 as part of a restricted stock unit award under a compensation plan, rather than through an open-market purchase.