PG Form 4: 64,990.93 shares sold and 68,869 options granted

Rhea-AI Filing Summary

Jennifer L. Davis, listed as CEO - Health Care at Procter & Gamble (PG), reported transactions dated 10/01/2025. The Form 4 shows a disposition of 64,990.9326 shares of common stock and an indirect holding of 15,535.3029 shares held by a retirement plan trustee. The filing also reports an acquisition of 68,869 stock options at an exercise price of $153.18; those options are listed as exercisable beginning 09/29/2028 with an expiration date of 10/01/2035.

The form includes an explanatory note that the indirect amount reflects an adjustment to the participant service trust through 09/30/2025. The document is signed on behalf of Ms. Davis by an attorney-in-fact on 10/02/2025. All items reported are changes in beneficial ownership as required under Section 16.

Positive

• 68,869 stock options acquired at $153.18, providing long-term equity alignment
• Indirect holding of 15,535.3029 shares retained via a retirement plan trustee

Negative

• Direct disposition of 64,990.9326 common shares on 10/01/2025
• Form does not state reason for the share sale, limiting context for investors

Insights

Corporate Governance Analyst

Insider reported a significant share disposition and retained indirect holdings.

The Form 4 records a disposition of 64,990.9326 common shares on 10/01/2025 while still showing an indirect stake of 15,535.3029 shares via a retirement plan trustee. This split between direct sale and indirect retention is common when executives participate in firm-sponsored plans.

The filing is properly signed by an attorney-in-fact on 10/02/2025, and includes an adjustment note tied to the participant service trust through 09/30/2025, indicating administrative reconciliation rather than an undisclosed transaction.

Compensation and Equity Analyst

Executive received a sizable option award with long-term vesting window.

The reporting shows acquisition of 68,869 stock options at an exercise price of $153.18, exercisable from 09/29/2028 and expiring 10/01/2035. Such options create potential long-term equity upside for the executive linked to future share performance.

The simultaneous sale of common shares and receipt of options can reflect routine portfolio rebalancing or compensation realization; the document does not state the reason for the sale.

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).

1. Name and Address of Reporting Person^*

Davis Jennifer L.

(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)
	CEO - Health Care

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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								64,990.9326	D
Common Stock								15,535.3029(1)	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
Stock Option (Right to Buy)	$153.18	10/01/2025		A		68,869		09/29/2028	10/01/2035	Common Stock	68,869	$0	68,869	D

Explanation of Responses:

1. Reflects adjustment to PST through September 30, 2025.

	/s/ Wednesday Shipp, attorney-in-fact for Jennifer L. Davis	10/02/2025
	** 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 Procter & Gamble insider Jennifer L. Davis report on Form 4 (PG)?

The Form 4 shows a disposition of 64,990.9326 common shares and acquisition of 68,869 stock options at an exercise price of $153.18, dated 10/01/2025.

How many shares does Jennifer L. Davis indirectly own according to the filing?

The filing reports an indirect beneficial ownership of 15,535.3029 shares held by a retirement plan trustee.

What are the key terms of the options reported on the Form 4 for PG?

The options number 68,869 with an exercise price of $153.18, exercisable from 09/29/2028 and expiring 10/01/2035.

When were these transactions and the Form 4 signature dated?

Transactions are dated 10/01/2025 and the Form 4 is signed by attorney-in-fact on 10/02/2025.

Does the Form 4 explain the indirect share amount?

Yes. The filing states it "reflects adjustment to PST through September 30, 2025."