Procter & Gamble Insider Sale: Davis Sells Shares to Cover Taxes

Rhea-AI Filing Summary

Jennifer L. Davis, identified as CEO - Health Care and an officer of Procter & Gamble Co. (PG), reported a sale of company stock on 08/19/2025. The filing shows a non-derivative transaction where 8,596 shares were sold at a price of $157.2738 per share, with the form noting the sale was to cover taxes on a stock award. After the sale, Ms. Davis is reported to directly beneficially own 64,990.9326 shares and indirectly beneficially own 15,401.6828 shares through a retirement plan trustee. The form was signed by an attorney-in-fact on 08/21/2025.

Insights

Corporate Governance Expert

TL;DR: Routine tax-related insider stock sale by an officer; disclosure aligns with Section 16 reporting requirements and indicates no new compensatory grant details.

The Form 4 documents a common practice where an officer sells shares to satisfy tax obligations on a stock award. The transaction is recorded as a sale of 8,596 shares at $157.2738 per share on 08/19/2025, with post-transaction direct and indirect holdings disclosed. There is an explicit explanation that shares were sold to cover taxes, which typically reduces concerns about opportunistic trading. The filing was executed by an attorney-in-fact, a standard administrative practice.

Securities Analyst

TL;DR: Insider sale appears administrative and non-material to valuation; holdings remain disclosed for investor transparency.

The disclosed sale does not indicate a change in compensation policy or a material shift in insider confidence. Key quantitative details are provided: 8,596 shares sold at $157.2738, resulting in 64,990.9326 shares held directly and 15,401.6828 held indirectly. The stated reason—tax withholding on a stock award—clarifies the economic motive and is consistent with routine post-award withholding transactions.

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^*

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)
08/19/2025

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	08/19/2025		S		8,596(1)	D	$157.2738	64,990.9326	D
Common Stock								15,401.6828	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

Explanation of Responses:

1. Shares sold to cover taxes on Stock Award.

	/s/ Wednesday Shipp, attorney-in-fact for Jennifer L. Davis	08/21/2025
	** 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 transaction did Jennifer L. Davis report on Form 4 for PG?

She reported a sale of 8,596 shares of Procter & Gamble common stock on 08/19/2025 at a price of $157.2738 per share.

Why were the shares sold according to the filing?

The filing states the shares were sold to cover taxes on a stock award.

How many Procter & Gamble shares does Jennifer L. Davis hold after the sale?

She holds 64,990.9326 shares directly and 15,401.6828 shares indirectly through a retirement plan trustee, per the Form 4.

When was the Form 4 signed and by whom?

The form was signed on 08/21/2025 by Wednesday Shipp as attorney-in-fact for Jennifer L. Davis.

Does the filing indicate any derivative transactions or new awards?

No derivative transactions or new award grants are reported on this Form 4; it documents a non-derivative sale only.