Procter & Gamble Officer Sells 9,554 Shares to Cover Taxes

Rhea-AI Filing Summary

Insider sale to cover taxes. Procter & Gamble officer Sundar G. Raman reported a sale of 9,554 shares of PG on 08/21/2025 at an average price of $158.1589 per share to cover taxes related to a stock award. Following the reported sale the filing shows 41,886.4892 shares held directly and an additional 8,366.3969 shares held indirectly through a retirement plan trustee. The Form 4 was signed via attorney-in-fact on 08/22/2025. The filing identifies the reporting person as an officer (CEO-Fabric & Home Care).

Insights

Financial Analyst

TL;DR: Routine tax-related share sale by an officer; transaction appears non-dispositive to company operations.

The sale of 9,554 shares at $158.1589 was reported as executed to cover taxes on a stock award, indicating a common post-award withholding action rather than a directional trade based on company prospects. Reported post-transaction holdings include 41,886.4892 shares directly and 8,366.3969 indirectly, which preserves continued insider exposure to the company's equity. No derivative transactions, material changes to control, or unusual selling patterns are disclosed in this Form 4.

Corporate Governance Expert

TL;DR: Disclosure aligns with standard Section 16 reporting for award-related tax withholding.

The Form 4 explicitly states the shares were sold to cover taxes on a stock award, a routine administrative action documented under Section 16. The reporting person is identified with an officer title and the filing was executed by an attorney-in-fact, both properly disclosed. There are no indications of governance events, related-party transactions beyond compensation mechanics, or other matters that would trigger heightened investor concern in this filing.

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^*

Raman Sundar G.

(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-Fabric & Home Care

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		S		9,554(1)	D	$158.1589	41,886.4892	D
Common Stock								8,366.3969	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 as Attorney-in-Fact for Sundar G. Raman	08/22/2025
	** 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 PG insider Sundar G. Raman report on Form 4?

He reported a sale of 9,554 shares on 08/21/2025 at $158.1589 per share to cover taxes on a stock award.

How many PG shares does Sundar G. Raman own after the transaction?

The filing shows 41,886.4892 shares owned directly and 8,366.3969 shares owned indirectly via a retirement plan trustee.

Why were the shares sold according to the Form 4?

The Form 4 states the shares were sold to cover taxes on a stock award.

When was the Form 4 signed and by whom?

The Form 4 bears a signature by Wednesday Shipp as attorney-in-fact for Sundar G. Raman dated 08/22/2025.

Does this Form 4 show any option exercise or derivative transactions?

No. Table II for derivative securities contains no reported transactions in this filing.