Procter & Gamble officer reports 5,742 RSUs, options at $153.18

Rhea-AI Filing Summary

Susan Street Whaley, Chief Legal Officer & Secretary of Procter & Gamble Co (PG), reported insider acquisitions on 10/01/2025. She acquired 5,742 shares through restricted stock units awarded under the company plan and recorded 26,531 stock option rights with an exercise/conversion price of $153.18, exercisable beginning 09/29/2028 and expiring 10/01/2035. After the transactions, Ms. Whaley beneficially owns 34,177.8354 shares directly and 6,531.6011 shares indirectly through a retirement plan trustee. The Form 4 was signed by an attorney-in-fact on 10/02/2025.

Positive

• Acquisition of 5,742 restricted stock units aligns executive compensation with shareholder value
• Receipt of 26,531 stock options provides long-term incentive with exercise window 09/29/2028–10/01/2035
• Direct beneficial ownership increased to 34,177.8354 shares, showing greater executive alignment

Negative

• None.

Insights

Corporate Governance Specialist

Insider acquired RSUs and options, increasing direct holdings to 34,177.8354 shares.

The filing documents an acquisition of 5,742 restricted stock units and 26,531 option rights on 10/01/2025. These awards were reported under the company equity plan and are recorded as acquisitions (Code V), indicating vesting or plan awards rather than open-market purchases.

This changes the reporting officer's direct beneficial ownership to 34,177.8354 shares, with an additional 6,531.6011 shares held indirectly via a retirement plan trustee, which may modestly increase internal alignment with shareholder interests.

Executive Compensation Analyst

Reported equity awards include RSUs and options with a $153.18 strike price and a long-dated exercise window.

The derivative disclosure shows 26,531 options exercisable from 09/29/2028 through 10/01/2035 at a $153.18 exercise price, consistent with long-term incentive design. The RSUs are noted as awarded under the 2019 Stock and Incentive Compensation Plan.

These awards reflect compensation plan activity rather than market purchases and will vest/expire on the dates disclosed, affecting future dilution and executive pay realization schedules.

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

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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).

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)
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	10/01/2025		A		5,742	A	$0(1)	34,177.8354	D
Common Stock								6,531.6011(2)	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		26,531		09/29/2028	10/01/2035	Common Stock	26,531	$0	26,531	D

Explanation of Responses:

1. Restricted Stock Units awarded pursuant to The Procter & Gamble 2019 Stock and Incentive Compensation Plan.

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

	/s/ Wednesday Shipp, attorney-in-fact for Susan Street Whaley	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Susan Street Whaley acquire in the Form 4 for PG?

She acquired 5,742 restricted stock units and 26,531 stock option rights (exercise price $153.18).

When were the transactions reported on the Form 4 (PG)?

The transactions occurred on 10/01/2025 and the form was signed on 10/02/2025.

How many shares does Ms. Whaley beneficially own after the reported transactions?

She beneficially owns 34,177.8354 shares directly and 6,531.6011 shares indirectly via a retirement plan trustee.

What are the terms of the reported stock options in the Form 4?

The options number 26,531, have an exercise price of $153.18, are exercisable from 09/29/2028, and expire on 10/01/2035.

Under which plan were the restricted stock units awarded?

The RSUs were awarded pursuant to The Procter & Gamble 2019 Stock and Incentive Compensation Plan.