Procter & Gamble insider Form 4: 189 RSUs awarded to director

Rhea-AI Filing Summary

Craig Arnold, a director of Procter & Gamble Co. (PG), was granted 189 restricted stock units (RSUs) on 09/09/2025. The award is under The Procter & Gamble 2019 Stock and Incentive Compensation Plan and includes dividend equivalents credited as additional RSUs. The filing reports 703.4862 shares (or RSU-equivalent) beneficially owned by the reporting person after the transaction. The Form 4 was signed by an attorney-in-fact on 09/10/2025 and discloses this non-derivative equity award.

Positive

• 189 restricted stock units awarded to a director, aligning management and shareholder interests
• Dividend equivalents credited as additional RSUs, enhancing the award's value

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity grant of 189 RSUs, modest in scale and consistent with compensation alignment practices.

The Form 4 documents a non-derivative award of 189 restricted stock units to a company director on 09/09/2025 under the 2019 stock plan, with dividend equivalents included. This is a standard compensation mechanism to align director incentives with shareholder value without indicating any change in control or material corporate event. The post-transaction beneficial ownership reported as 703.4862 (RSU-equivalent) should be interpreted as the director's total reported holdings per the filing.

Corporate Governance Expert

TL;DR: Director grant appears procedural and consistent with typical governance practice; disclosure is timely and complete.

The filing shows an equity compensation award for a director recorded on Form 4 and executed via attorney-in-fact. Granting RSUs to directors is a routine governance practice to promote long-term alignment. The inclusion of dividend equivalents is standard. There is no indication in the filing of amendments, option exercises, or derivative transactions that would raise governance concerns.

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).

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^*

ARNOLD CRAIG

(Last) (First) (Middle)

ONE 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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	09/09/2025		A		189	A	$0(1)	703.4862(2)	D

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

2. Total includes grant of dividend equivalents in the form of Restricted Stock Units.

	/s/ Wednesday Shipp, attorney-in-fact for Craig Arnold	09/10/2025
	** 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 Craig Arnold report on Form 4 for PG?

The filing reports a grant of 189 restricted stock units (RSUs) on 09/09/2025 under The Procter & Gamble 2019 Stock and Incentive Compensation Plan.

How many shares did the reporting person beneficially own after the transaction?

The Form 4 shows 703.4862 shares (or RSU-equivalent) beneficially owned following the reported transaction.

Does the Form 4 record any derivative transactions for PG by this reporting person?

No. The filing contains only a non-derivative security transaction (RSUs); Table II for derivatives shows no entries.

When was the Form 4 signed and by whom?

The Form 4 was signed on 09/10/2025 by Wednesday Shipp as attorney-in-fact for Craig Arnold.

Under which plan were the RSUs awarded?

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