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Procter & Gamble (PG) executive adds retirement-linked RSUs and plan shares

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Form Type
4

Rhea-AI Filing Summary

Raman Sundar G. reported acquisition or exercise transactions in this Form 4 filing.

Procter & Gamble Co executive Sundar G. Raman, CEO-Fabric Home & Habitat Care, reported multiple equity compensation awards and updated holdings. On 2026-08-06 he received 1,222 Restricted Stock Units as a retirement award, each representing a contingent right to P&G common stock or cash settlement. Additional RSU dividend-equivalent awards of 33.577 and 28.7092 units were granted earlier in 2026 under the retirement program, all scheduled to deliver in shares upon retirement or as otherwise elected. A separate retirement-plan award of 0.3148 shares of Series A Preferred Stock, convertible into common stock, increased his retirement-plan preferred position. Following these entries, reported holdings include 41,892.6366 common shares held directly and 9,145.8364 common shares (including related equivalents) held indirectly through a retirement plan trustee.

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Insider Raman Sundar G.
Role CEO-Fabric Home & Habitat Care
Type Security Shares Price Value
Grant/Award Restricted Stock Units F7, F4 1,222 $0.00 $0.00
holding Common Stock F1 -- -- --
holding Common Stock F2 -- -- --
Grant/Award Series A Preferred Stock F5, F6 0.3148 $0.00 $0.00
Grant/Award Restricted Stock Units F3, F4 33.577 $0.00 $0.00
Grant/Award Restricted Stock Units F3, F4 28.7092 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 1,530.4319 shares (Direct); Series A Preferred Stock — 2,062.174 shares (Indirect, By Retirement Plan Trustee); Common Stock — 41,892.6366 shares (Direct); Common Stock — 9,145.8364 shares (Indirect, By Retirement Plan Trustee)
Footnotes (7)
  1. F1. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.
  2. F2. Reflects adjustment to PST through July 14, 2026.
  3. F3. 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. F4. 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. F5. Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.
  6. F6. Shares held by Retirement Plan Trustees. If Officer terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.
  7. F7. 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 6/30/2026.
Retirement RSU award 1,222 Restricted Stock Units Retirement award computed for plan year ended 6/30/2026
RSU dividend equivalents (May 15, 2026) 33.5770 Restricted Stock Units Dividend equivalents under issuer's retirement program
RSU dividend equivalents (Feb. 17, 2026) 28.7092 Restricted Stock Units Dividend equivalents under issuer's retirement program
Series A Preferred Stock acquired 0.3148 shares Grant or award held indirectly by Retirement Plan Trustee
Total Series A Preferred Stock after award 2,062.1740 shares Indirect holdings by Retirement Plan Trustee
Direct common stock holdings 41,892.6366 shares Common stock held directly after reported transactions
Indirect common stock holdings 9,145.8364 shares Common stock held indirectly by Retirement Plan Trustee
Restricted Stock Units financial
"Dividend equivalents in the form of Restricted Stock Units (RSUs) previously awarded"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
dividend equivalents financial
"Total includes grant of dividend equivalents in the form of Restricted Stock Units"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
Retirement Plan Trustee financial
"Shares held by Retirement Plan Trustees. If Officer terminates employment"
Series A Preferred Stock financial
"Series A Preferred Stock converted/redeemed at specified conversion/exercise price"
Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.
conversion/exercise price financial
"Preferred Stock converted/redeemed at specified conversion/exercise price"

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FAQ

What equity awards did Sundar G. Raman report in this Form 4 for PG?

Sundar G. Raman reported 1,222 Restricted Stock Units as a retirement award, plus earlier 2026 RSU dividend-equivalent grants of 33.577 and 28.7092 units, each representing contingent rights to receive Procter & Gamble common stock under company retirement-related programs.

How many Procter & Gamble (PG) common shares does Sundar G. Raman now hold directly?

After the reported transactions, Sundar G. Raman holds 41,892.6366 Procter & Gamble common shares directly. This total includes shares and related dividend-equivalent RSUs, as noted in the footnotes describing how grant totals incorporate dividend equivalents settled in common stock.

What indirect holdings in PG shares does Sundar G. Raman report through retirement plans?

He reports 9,145.8364 PG common shares held indirectly by a Retirement Plan Trustee. Footnotes explain these amounts reflect adjustments to the company’s retirement plan and include positions tied to preferred stock that can be converted or redeemed into common shares under plan terms.

What is the nature of the RSU retirement award reported for PG’s Sundar G. Raman?

The filing describes a retirement award of 1,222 Restricted Stock Units, computed under a benefit formula for the plan year ended 6/30/2026. These RSUs represent a contingent right to receive Procter & Gamble common stock or cash settlement, generally delivering in shares at retirement.

What Series A Preferred Stock transaction did Sundar G. Raman report for PG?

He reported acquiring 0.3148 shares of Series A Preferred Stock, held indirectly by a retirement plan trustee, bringing that preferred position to 2,062.1740 shares. Footnotes state this preferred stock may be converted or redeemed into common shares at a specified conversion or exercise price.

Were any Procter & Gamble (PG) shares sold in this Form 4 by Sundar G. Raman?

The Form 4 shows only acquisitions of Restricted Stock Units and Series A Preferred Stock, with no sales reported. Holding entries update total direct and indirect common share positions, but no sale, gift, or disposition transactions appear in the structured data.
SEC Form 4
FORM 4UNITED 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*
Raman Sundar G.

(Last)(First)(Middle)
1 PROCTER & GAMBLE PLAZA

(Street)
CINCINNATI OHIO 45202

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
PROCTER & GAMBLE Co [ PG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CEO-Fabric Home & Habitat Care
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/06/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock41,892.6366(1)D
Common Stock9,145.8364(2)IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(3)02/17/2026AV28.7092 (4) (4)Common Stock28.7092$0274.8549D
Restricted Stock Units(3)05/15/2026AV33.577 (4) (4)Common Stock33.577$0308.4319D
Series A Preferred Stock(5)07/14/2026AV0.3148 (6) (6)Common Stock0.3148$02,062.174IBy Retirement Plan Trustee
Restricted Stock Units(7)08/06/2026A1,222 (4) (4)Common Stock1,222$01,222D
Explanation of Responses:
1. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.
2. Reflects adjustment to PST through July 14, 2026.
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. Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.
6. Shares held by Retirement Plan Trustees. If Officer terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.
7. 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 6/30/2026.
/s/ Wednesday Shipp as Attorney-in-Fact for Sundar G. Raman08/10/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)