P&G CAO awarded 278 RSUs in stock compensation

Janzaruk Matthew W. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Janzaruk Matthew W. reported acquisition or exercise transactions in this Form 4 filing.

PROCTER & GAMBLE Co executive Matthew W. Janzaruk, SVP and Chief Accounting Officer, received an award of 278 Restricted Stock Units of common stock on August 6, 2026 under The Procter & Gamble 2025 Stock and Incentive Compensation Plan. Including dividend-equivalent RSUs, his directly held common stock increased to 1,263.7766 shares. Separately, retirement plan holdings were updated to 3,888.7974 shares of common stock and 1,929.3975 shares of Series A Preferred Stock, which is convertible into common stock at the higher of $6.82 or the market price upon certain distribution or investment elections.

Insider Trade Summary

Grant/Award: 278.3148 shares

Grant/Award 3 txns

Insider Janzaruk Matthew W.

Role SVP - Chief Accounting Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1, F2	278	$0.00	$0.00
holding	Common Stock F3	--	--	--
Grant/Award	Series A Preferred Stock F4, F5	0.3148	$0.00	$0.00

Holdings After Transaction: Series A Preferred Stock — 1,929.3975 contracts (Indirect, By Retirement Plan Trustee); Common Stock — 1,263.7766 shares (Direct); Common Stock — 3,888.7974 shares (Indirect, By Retirement Plan Trustee)

Footnotes (5)

1. F1. Restricted Stock Units awarded pursuant to The Procter & Gamble 2025 Stock and Incentive Compensation Plan.
2. F2. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.
3. F3. Reflects adjustment to PST through July 14, 2026.
4. F4. Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.
5. F5. 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.

Key Figures

RSUs granted: 278 Direct common stock holdings: 1,263.7766 shares Indirect common stock holdings: 3,888.7974 shares +3 more

6 metrics

RSUs granted 278 Restricted Stock Units awarded on August 6, 2026 under 2025 Stock and Incentive Compensation Plan

Direct common stock holdings 1,263.7766 shares Common stock directly held by Janzaruk following RSU award and dividend equivalents

Indirect common stock holdings 3,888.7974 shares Common stock held indirectly by Retirement Plan Trustees after plan adjustment

Series A Preferred holdings 1,929.3975 shares Series A Preferred Stock held indirectly by Retirement Plan Trustees

Series A conversion floor $6.82 Higher of $6.82 or market price as conversion/redemption price for Series A Preferred Stock

Underlying common from new Preferred 0.3148 shares Common stock underlying the July 14, 2026 Series A Preferred Stock acquisition

Key Terms

Restricted Stock Units, dividend equivalents, Retirement Plan Trustee, Series A Preferred Stock, +1 more

5 terms

Restricted Stock Units financial

"Restricted Stock Units awarded pursuant to The Procter & Gamble 2025 Stock"

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"

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

"converted/redeemed at specified conversion/exercise price"

FAQ

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

What did PG executive Matthew W. Janzaruk receive in this Form 4 filing?

Matthew W. Janzaruk received an award of 278 Restricted Stock Units of Procter & Gamble common stock on August 6, 2026, under the 2025 Stock and Incentive Compensation Plan, increasing his directly held common stock position.

How many Procter & Gamble (PG) common shares does Janzaruk hold directly after this award?

After the RSU award and related dividend equivalents, Janzaruk directly holds 1,263.7766 shares of PG common stock. This figure includes grant of dividend equivalents in the form of RSUs settled in common stock.

What indirect retirement plan holdings of PG stock are reported for Janzaruk?

The filing reports 3,888.7974 shares of PG common stock and 1,929.3975 shares of Series A Preferred Stock held by Retirement Plan Trustees, reflecting an adjustment to the plan through July 14, 2026.

How is the Series A Preferred Stock for PG convertible according to this Form 4?

The Series A Preferred Stock is convertible or redeemable into PG common stock at the higher of $6.82 per share (adjusted for a prior stock split) or the market price, upon certain distribution or alternative investment elections in the retirement plan.

Was the PG Form 4 for Janzaruk filed under a Rule 10b5-1 trading plan?

The Form 4 indicates the Rule 10b5-1 checkbox is not affirmed, meaning the transactions reported are not tagged as being executed pursuant to an affirmed Rule 10b5-1 trading plan in this filing.

What compensation plan governed the RSU grant reported for PG’s Chief Accounting Officer?

The 278 RSUs granted to PG’s Chief Accounting Officer were awarded under The Procter & Gamble 2025 Stock and Incentive Compensation Plan, which provides stock-based incentives such as Restricted Stock Units to eligible participants.

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

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Accepted by SEC EDGAR 08/10/2026 - 12:14 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
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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^*

Janzaruk Matthew W.

(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)
	SVP - Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2026

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	08/06/2026		A		278	A	$0(1)	1,263.7766(2)	D
Common Stock								3,888.7974(3)	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
Series A Preferred Stock	(4)	07/14/2026		A	V	0.3148		(5)	(5)	Common Stock	0.3148	$0	1,929.3975	I	By Retirement Plan Trustee

Explanation of Responses:

1. Restricted Stock Units awarded pursuant to The Procter & Gamble 2025 Stock and Incentive Compensation Plan.

2. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.

3. Reflects adjustment to PST through July 14, 2026.

4. Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

5. 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.

	/s/ Wednesday Shipp, attorney-in-fact for Mr. Janzaruk	08/10/2026
	** 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)