Procter & Gamble insider filing: 189-share director grant reported

Rhea-AI Filing Summary

Ashley McEvoy, a director of Procter & Gamble Co (PG), was awarded 189 shares of Common Stock on 09/09/2025 under The Procter & Gamble 2019 Stock and Incentive Compensation Plan. The grant carries a $0 per-share transaction price and the total post-transaction beneficial ownership is reported as 3,843.0241 shares, which the filer says includes dividend equivalents issued as Restricted Stock Units. The Form 4 was signed by an attorney-in-fact on 09/10/2025. The filing discloses a routine equity award to a director as part of compensation; no sale or cash purchase occurred.

Positive

• Grant of 189 shares to a director under the company's 2019 Stock and Incentive Compensation Plan, reflecting standard governance-aligned compensation
• Post-transaction beneficial ownership disclosed (3,843.0241 shares), including dividend equivalents, improving transparency

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine director equity award was granted; disclosure aligns with standard compensation practices.

This Form 4 shows a non-derivative grant of 189 shares at $0 under the company's 2019 Stock and Incentive Compensation Plan. The filing states the total beneficial ownership of the reporting person now equals 3,843.0241 shares, including dividend-equivalent RSUs. For governance review, this appears to be a standard compensation-related issuance to a director rather than a transaction indicating insider trading or change in intent. The reporting was executed via attorney-in-fact, and the form includes the required signature and explanation notes.

Securities Analyst

TL;DR: The transaction is immaterial to company valuation and reflects routine equity compensation.

The entry records an award (code A) of 189 common shares with a $0 reported price, consistent with compensation or RSU settlement practices. The disclosure clarifies inclusion of dividend equivalents. There is no sale, pledge, or exercise activity reported. From a market-impact perspective, the size and nature of the grant are unlikely to be material to investors.

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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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^*

McEvoy Ashley

(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)

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)	3,843.0241(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. Common Stock 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 Ashley McEvoy	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 did Ashley McEvoy report on Form 4 for PG?

She reported an award of 189 shares of Procter & Gamble common stock on 09/09/2025 under the 2019 Stock and Incentive Compensation Plan.

Was cash paid for the reported shares in the Form 4 for PG?

No cash payment reported; the transaction price is listed as $0, indicating an awarded grant or settlement.

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

3,843.0241 shares beneficially owned following the reported transaction, which the filer states includes dividend equivalents in the form of RSUs.

Does the Form 4 indicate any sales, exercises, or pledges by the reporting person?

No; the Form 4 shows an acquisition (code A) only and does not report any dispositions, exercises, or pledges.

Who signed the Form 4 and when was it filed?

Signed by Wednesday Shipp, attorney-in-fact for Ashley McEvoy on 09/10/2025 as indicated on the form.