Procter & Gamble (PG) Chief Legal Officer reports routine stock and RSU activity

Rhea-AI Filing Summary

Procter & Gamble’s Chief Legal Officer and Secretary, Susan Street Whaley, reported routine equity compensation activity involving company stock. On 12/03/2025, she acquired 54.39 shares of common stock through the exercise of equity awards and had the same 54.39 shares withheld to cover taxes on a previous restricted stock unit grant, leaving her with 31,902.2845 directly held shares and 6,531.6011 shares held indirectly by a retirement plan trustee.

The filing also shows activity in restricted stock units (RSUs). On 11/17/2025, she received 12.8844 RSUs as dividend equivalents under a retirement program, and certain RSUs will convert into Procter & Gamble common stock upon retirement or may be deferred or settled in cash under the plan’s terms.

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

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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^*

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)
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		M		54.39	A	$144.35	31,956.6745(1)	D
Common Stock	12/03/2025		F		54.39(2)	D	$144.35	31,902.2845	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
Restricted Stock Units	(3)	11/17/2025		A	V	12.8844		(4)	(4)	Common Stock	12.8844	$0	53.644	D
Restricted Stock Units	(5)	12/03/2025		M			54.39	(4)	(4)	Common Stock	54.39	$0	717.61	D

Explanation of Responses:

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

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

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 Susan Street Whaley	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).
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FAQ

What insider transaction did PG’s Chief Legal Officer report on this Form 4?

The Form 4 shows that Susan Street Whaley, Chief Legal Officer & Secretary of Procter & Gamble, reported equity award activity, including acquiring 54.39 common shares and an equivalent 54.39 shares withheld to cover taxes related to a previous restricted stock unit grant.

How many Procter & Gamble (PG) shares does the reporting person own after the transaction?

After the reported transactions, Susan Street Whaley beneficially owns 31,902.2845 shares directly and 6,531.6011 shares indirectly through a retirement plan trustee.

What are the restricted stock unit (RSU) changes reported for PG in this filing?

The filing notes that on 11/17/2025, the reporting person received 12.8844 restricted stock units as dividend equivalents under Procter & Gamble’s retirement program, and that these RSUs represent a contingent right to receive common stock.

Why were some Procter & Gamble (PG) shares withheld in this Form 4?

The filing explains that 54.39 shares of PG common stock were withheld to cover taxes on a previous restricted stock unit grant, which is a common feature of equity compensation plans.

How and when will the Procter & Gamble restricted stock units be settled?

The RSUs referenced in the filing will generally deliver shares upon retirement from the company, unless delivery is deferred or the shares are contributed to the reporting person’s deferred compensation account, and some awards may allow cash settlement based on a benefit formula.

Does this Procter & Gamble Form 4 indicate a discretionary stock sale by the executive?

The activity described involves equity award exercises, tax withholding, and dividend-equivalent RSUs rather than an open-market discretionary stock sale, indicating routine administration of compensation and benefit plans.