Procter & Gamble (PG) HR chief details RSU awards and tax-share sales in Form 4

Rhea-AI Filing Summary

Procter & Gamble’s Chief Human Resources Officer, Balaji Purushothaman, reported routine equity transactions in company stock. On 12/03/2025, 38.27 shares of common stock were acquired through the exercise or settlement of derivative securities at a price of $144.35 per share, and the same 38.27 shares were disposed of to cover tax withholding on a prior restricted stock unit grant.

After these transactions, the reporting person directly owned 12,638.8004 shares of common stock and indirectly owned 5,166.0704 shares through a retirement plan trustee. The filing also shows dividend-equivalent restricted stock units, including a 10.5941-unit award on 11/17/2025, and notes that certain units will deliver in shares upon retirement or may be deferred or settled in cash according to plan formulas.

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^*

Purushothaman Balaji

(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 Human Resources 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		M		38.27	A	$144.35	12,677.0704(1)	D
Common Stock	12/03/2025		F		38.27(2)	D	$144.35	12,638.8004	D
Common Stock								5,166.0704	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	10.5941		(4)	(4)	Common Stock	10.5941	$0	39.6743	D
Restricted Stock Units	(5)	12/03/2025		M			38.27	(4)	(4)	Common Stock	38.27	$0	636.73	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, as Attorney-in-fact for Balaji Purushothaman	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 Human Resources Officer report?

The Chief Human Resources Officer, Balaji Purushothaman, reported acquiring 38.27 Procter & Gamble common shares on 12/03/2025 and disposing of the same 38.27 shares to cover tax withholding on a prior restricted stock unit grant.

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

Following the reported transactions, the officer directly owned 12,638.8004 PG common shares and indirectly owned 5,166.0704 shares through a retirement plan trustee.

What was the transaction price for the PG common stock involved in this Form 4?

The acquisition and tax-withholding disposal of 38.27 PG common shares on 12/03/2025 were both reported at a transaction price of $144.35 per share.

What types of derivative securities are reported for PG in this Form 4?

The filing reports Restricted Stock Units (RSUs), including dividend equivalents previously awarded under the issuer’s retirement program and a retirement award that may settle in PG common stock or cash according to the plan’s benefit formula.

How many restricted stock units related to PG stock does the officer hold after these transactions?

The report shows 39.6743 restricted stock units from dividend equivalents and 636.73 additional restricted stock units following the settlement of 38.27 units into common stock.

When will the reported PG restricted stock units be delivered?

The filing states that certain restricted stock units will deliver in shares on retirement from the company, unless delivery is deferred or the shares are contributed to the reporting person’s deferred compensation account.

Why were some PG shares withheld in this insider transaction?

The filing explains that shares were withheld to cover taxes on a previous restricted stock unit grant, which is reflected in the disposition of 38.27 PG shares coded as a tax withholding transaction.