Procter & Gamble (NYSE: PG) CFO reports RSU awards and tax share withholding

Rhea-AI Filing Summary

Procter & Gamble Chief Financial Officer Andre Schulten reported several equity transactions dated 12/03/2025 related mainly to restricted stock units (RSUs) and tax withholding. The filing shows common shares withheld to cover taxes on a prior RSU grant, including 715.5 shares, 88.63 shares, and 68.49 shares withheld at a price of $144.35 per share. An RSU-related transaction added 88.63 common shares, leaving him with 53,386.4466 common shares held directly and 6,869.3576 shares held indirectly through a retirement plan trustee.

In derivative securities, Schulten received 33.091 RSUs as dividend equivalents tied to Procter & Gamble common stock and a retirement award of 88.63 RSUs, both delivering shares upon or in connection with retirement under the company’s plans. After these transactions, he beneficially owned 218.7078 RSUs from dividend equivalents and 1,171.37 RSUs under the retirement program.

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^*

Schulten Andre

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

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		715.5(1)	D	$144.35	53,454.9366(2)	D
Common Stock	12/03/2025		M		88.63	A	$144.35	53,543.5666	D
Common Stock	12/03/2025		F		88.63(1)	D	$144.35	53,454.9366	D
Common Stock	12/03/2025		F		68.49(1)	D	$144.35	53,386.4466	D
Common Stock								6,869.3576	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	33.091		(4)	(4)	Common Stock	33.091	$0	218.7078	D
Restricted Stock Units	(5)	12/03/2025		M			88.63	(4)	(4)	Common Stock	88.63	$0	1,171.37	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 Andre Schulten	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.

FAQ

What insider transactions did Procter & Gamble (PG) report for its CFO on 12/03/2025?

The CFO, Andre Schulten, reported RSU-related transactions on 12/03/2025, including RSU vesting into 88.63 common shares and multiple tax-withholding share disposals at $144.35 per share.

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

Following the reported transactions, the CFO beneficially owned 53,386.4466 Procter & Gamble common shares directly and 6,869.3576 shares indirectly through a retirement plan trustee.

What were the tax-withholding share amounts in the Procter & Gamble (PG) Form 4?

Shares withheld to cover taxes on RSU grants included 715.5 shares, 88.63 shares, and 68.49 shares of Procter & Gamble common stock, each at a price of $144.35 per share.

What restricted stock unit (RSU) changes were reported for the Procter & Gamble (PG) CFO?

The CFO received 33.091 RSUs as dividend equivalents and a retirement award of 88.63 RSUs, leaving 218.7078 RSUs from dividend equivalents and 1,171.37 RSUs under the retirement program.

How are the Procter & Gamble (PG) RSUs for the CFO settled according to this filing?

The RSUs and dividend equivalent RSUs represent contingent rights to receive Procter & Gamble common stock, generally delivered in shares upon retirement, deferral, or contribution to a deferred compensation account under the company’s plans.

What is the role of dividend equivalents in the Procter & Gamble (PG) CFO’s RSU holdings?

Dividend equivalents credited as 33.091 RSUs were awarded under Procter & Gamble’s retirement program, each representing a contingent right to receive common stock in line with the plan terms.