Procter & Gamble insider sells 8,644 shares

PROCTER & GAMBLE Co (PG) reported insider equity activity by Chief Legal Officer & Secy Susan Street Whaley.

Rhea-AI Filing Summary

PROCTER & GAMBLE Co (PG) reported insider equity activity by Chief Legal Officer & Secy Susan Street Whaley. On 2026-08-18, she sold 8,644 shares of common stock at $144.00 per share. On 2026-08-19, she received a stock award of 7,371 shares of common stock under the 2025 Stock and Incentive Compensation Plan. On 2026-08-17, she was granted 13.4479 Restricted Stock Units, representing dividend equivalents under a retirement program that will be delivered in common shares upon retirement or as otherwise deferred. An indirect retirement plan holding shows 7,187.9174 shares of common stock.

Insider Trade Summary

Net Seller: 8,644 shares

Net Sell 4 txns

Insider Whaley Susan Street

Role Chief Legal Officer & Secy

Sold 8,644 shs ($1.24M)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F2	7,371	$0.00	$0.00
Sale	Common Stock F1	8,644	$144.00	$1.24M
holding	Common Stock	--	--	--
Grant/Award	Restricted Stock Units F3, F4	13.4479	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 92.0093 contracts (Direct); Common Stock — 29,226.9685 shares (Direct); Common Stock — 7,187.9174 shares (Indirect, By Retirement Plan Trustee)

Footnotes (4)

1. F1. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.
2. F2. Stock award pursuant to issuer's 2025 Stock and Incentive Compensation Plan.
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.

Key Figures

Common shares sold: 8,644 shares Sale price per share: $144.00 Common stock award: 7,371 shares +3 more

6 metrics

Common shares sold 8,644 shares Sale of PG common stock on 2026-08-18 by Susan Street Whaley

Sale price per share $144.00 Per-share price for 8,644 PG common shares sold on 2026-08-18

Common stock award 7,371 shares Stock award under 2025 Stock and Incentive Compensation Plan on 2026-08-19

RSUs granted 13.4479 units Dividend-equivalent Restricted Stock Units granted on 2026-08-17

RSU holdings after grant 92.0093 units Total Restricted Stock Units following the 2026-08-17 transaction

Indirect retirement plan shares 7,187.9174 shares PG common shares held indirectly by Retirement Plan Trustee as of 2026-08-18

Key Terms

Restricted Stock Units, dividend equivalents, deferred compensation account, Stock and Incentive Compensation Plan

4 terms

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

"Dividend equivalents in the form of Restricted Stock Units (RSUs) previously awarded"

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.

deferred compensation account financial

"such shares are contributed to reporting person's deferred compensation account"

Stock and Incentive Compensation Plan financial

"Stock award pursuant to issuer's 2025 Stock and Incentive Compensation Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider stock sale did PG report for Susan Street Whaley?

Susan Street Whaley sold 8,644 PG common shares on 2026-08-18 at a price of $144.00 per share. The transaction was reported as a direct ownership sale in common stock, separate from her awards and retirement-related holdings.

What new stock award did PG's Susan Street Whaley receive in August 2026?

On 2026-08-19, Susan Street Whaley received a stock award of 7,371 PG common shares. The award was granted pursuant to Procter & Gamble’s 2025 Stock and Incentive Compensation Plan, and is reported as directly owned common stock.

How many Restricted Stock Units were granted to the PG insider in this Form 4?

On 2026-08-17, Susan Street Whaley was granted 13.4479 Restricted Stock Units (RSUs). These RSUs are dividend equivalents under the company’s retirement program and represent a contingent right to receive PG common stock at retirement or as otherwise deferred.

When will the reported PG Restricted Stock Units deliver to Susan Street Whaley?

The Restricted Stock Units will generally deliver in PG shares upon retirement from the company. Delivery may alternatively be deferred or the resulting shares contributed to Susan Street Whaley’s deferred compensation account, consistent with the plan terms described.

What indirect PG share holdings are reported for Susan Street Whaley?

The filing shows 7,187.9174 PG common shares held indirectly for Susan Street Whaley. These shares are reported as held “By Retirement Plan Trustee”, indicating an indirect ownership position through a retirement plan arrangement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/20/2026 - 03:50 PM EDT Accepted by SEC EDGAR 08/20/2026 - 03:49 PM EDT Learn about SEC filing dates

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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer & Secy

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/18/2026		S		8,644	D	$144	21,855.9685(1)	D
Common Stock	08/19/2026		A		7,371	A	$0(2)	29,226.9685	D
Common Stock								7,187.9174	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)	08/17/2026		A	V	13.4479		(4)	(4)	Common Stock	13.4479	$0	92.0093	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. Stock award pursuant to issuer's 2025 Stock and Incentive Compensation Plan.

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.

	/s/ Aaron B. Shepherd, attorney-in-fact for Susan Street Whaley	08/20/2026
	** 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.
* Form 4: SEC 1474 (03-26)