Procter & Gamble officer withholds 2,408 shares for taxes at $152.23

Rhea-AI Filing Summary

Susan Street Whaley, Chief Legal Officer & Secretary of Procter & Gamble Co (PG), reported an insider sale on 10/02/2025. The filing shows 2,408 shares of common stock were sold at a price of $152.2317 per share to cover taxes on a prior restricted stock unit grant.

After the transaction, Ms. Whaley beneficially owned 31,769.8354 shares directly and an additional 6,531.6011 shares indirectly through a retirement plan trustee. The Form 4 was signed by an attorney-in-fact on 10/06/2025, and the filing indicates compliance with Section 16 reporting requirements.

Positive

• Timely Section 16 disclosure filed and signed by an attorney-in-fact on 10/06/2025
• Insider retains substantial holdings with 31,769.8354 shares direct and 6,531.6011 indirect

Negative

• Direct holdings decreased by 2,408 shares due to tax-withholding on vested RSUs

Insights

Corporate Governance Analyst

Small tax-withholding sale; holdings remain materially intact.

The sale of 2,408 shares at $152.2317 appears to be a withholding event tied to a prior restricted stock unit grant rather than an open-market disposition for diversification or liquidity. Such withholding to satisfy tax obligations is a common administrative action following equity vesting.

Key dependency and risk: the transaction is an administrative tax-withholding, so it does not necessarily signal a change in insider conviction. Monitor future Form 4 filings for any open-market sales or pattern changes within the next 90 days.

Insider Transactions Specialist

Filing shows continued substantial ownership and proper disclosure.

Following the sale, reported direct beneficial ownership remains at 31,769.8354 shares with an indirect holding of 6,531.6011 shares via a retirement plan trustee, indicating sustained insider stake. The explanatory note explicitly states shares were withheld to cover taxes on an RSU grant.

Investors looking for material signaling should watch for any subsequent open-market trades or planned-sale codes in future filings within the next quarter, but this single withholding event is typically non-material to governance assessments.

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^*

Whaley Susan Street

(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 Legal Officer & Secy

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		2,408(1)	D	$152.2317	31,769.8354	D
Common Stock								6,531.6011	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 withheld to cover taxes on previous Restricted Stock Unit grant.

	/s/ Wednesday Shipp, attorney-in-fact for Susan Street Whaley	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 PG insider Susan Street Whaley report on the Form 4?

She reported a sale of 2,408 common shares on 10/02/2025 at $152.2317 per share to cover taxes on a prior RSU grant.

How many Procter & Gamble (PG) shares does Susan Street Whaley own after the transaction?

The filing shows 31,769.8354 shares owned directly and 6,531.6011 shares indirectly via a retirement plan trustee.

Was this sale an open-market transaction or a withholding to cover taxes?

The explanation states the shares were withheld to cover taxes on a previous Restricted Stock Unit grant.

When was the Form 4 signed and filed?

The signature block shows an attorney-in-fact signed the form on 10/06/2025.

Does the filing indicate any planned trading program (10b5-1)?

No contract or 10b5-1 plan is indicated in the reported fields; the filing marks this as a single-person Form 4 submission.