Procter & Gamble insider Sundar Raman granted 21,518 shares and RSUs

Rhea-AI Filing Summary

Procter & Gamble Co. (PG) reporting person Sundar G. Raman, CEO-Fabric & Home Care, received equity awards and retirement-related RSUs. On 08/18/2025 he was granted 21,518 shares of common stock as a stock award under the companys 2019 Stock and Incentive Compensation Plan; those shares are reported with a $0 price and leave him with 51,440.4892 shares beneficially owned (direct). Separately, 8,366.3969 shares are held indirectly by a retirement plan trustee.

Additionally, dividend equivalent RSUs granted 08/15/2025 totaling 22.5884 RSUs were acquired and will convert to 22.5884 shares on retirement, bringing 214.487 derivative shares owned after the grant. Transactions were signed by an attorney-in-fact on 08/20/2025.

Positive

• Increase in insider alignment: Reporting person received 21,518 shares and dividend-equivalent RSUs, increasing direct ownership to 51,440.4892 shares.
• Retirement-linked incentives: 8,366.3969 shares held indirectly via a retirement plan trustee and RSUs that convert to shares on retirement reinforce long-term retention.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider received compensation in the form of stock awards and retirement RSUs, increasing direct and indirect ownership stakes.

The filing documents routine equity compensation rather than open-market purchases or sales. The 21,518-share stock award under the 2019 plan and the retirement-related RSUs increase the reporting person's alignment with long-term shareholder outcomes. Reporting distinguishes direct ownership from indirect holdings via a retirement plan trustee and notes contingent RSUs that vest or deliver upon retirement. No cash transactions, sales, or option exercises are reported.

Compensation Analyst

TL;DR: Equity-based pay components were delivered as stock awards and dividend-equivalent RSUs tied to retirement plan provisions.

The information indicates compensation delivery through stock awards and dividend-equivalent RSUs rather than cash, consistent with long-term incentive design. The RSUs tied to retirement are contingent and will convert to shares on retirement or be deferred into a compensation account. The reported $0 price reflects grant or settlement rather than an open-market trade.

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^*

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)
08/18/2025

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	08/18/2025		A		21,518	A	$0(1)	51,440.4892(2)	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
Restricted Stock Units	(3)	08/15/2025		A	V	22.5884		(4)	(4)	Common Stock	22.5884	$0	214.487	D

Explanation of Responses:

1. Stock Award pursuant to issuer's 2019 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. Dividend equivalents in the form of Restricted Stock Units (RSUs) previously awarded pursuant to issuer's retirement program. All such RSUs represent a contingent right to receive Procter & Gamble common stock.

4. These units will deliver in shares on retirement from the company, unless delivery is deferred or such shares are contributed to reporting person's deferred compensation account.

	/s/ Wednesday Shipp as Attorney-in-Fact for Sundar G. Raman	08/20/2025
	** 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 transactions did Sundar G. Raman report on Form 4 for PG?

The filing reports a 21,518-share stock award (08/18/2025), dividend-equivalent RSUs of 22.5884 acquired (08/15/2025), and indirect retirement-plan holdings of 8,366.3969 shares.

Did the Form 4 report any open-market purchases or sales by the insider?

No. The transactions are equity awards and RSU settlements with a reported $0 price, not open-market trades.

How many shares does the reporting person beneficially own after the transactions?

The filing shows 51,440.4892 shares beneficially owned directly after the reported transactions, plus indirect retirement-related holdings.

Are any of the RSUs contingent on retirement?

Yes. The filing states certain RSUs "will deliver in shares on retirement from the company" unless deferred or contributed to a deferred compensation account.

When were the transactions and who signed the filing?

The transactions are dated 08/15/2025 and 08/18/2025, and the Form 4 was signed by Wednesday Shipp as Attorney-in-Fact on 08/20/2025.