PG Form 4: CFO Receives RSUs and Sells Shares for Taxes

Rhea-AI Filing Summary

Andre Schulten, Chief Financial Officer of Procter & Gamble (PG), reported changes in beneficial ownership. On 08/18/2025 he received a stock award of 27,924 shares under the company's 2019 Stock and Incentive Compensation Plan, which included dividend equivalents in the form of RSUs. On 08/19/2025 he sold 11,638 shares at $157.2738 to cover taxes. Following these transactions the filing shows 52,642.0273 shares held directly and 6,813.5641 shares held indirectly by a retirement plan trustee. The filing also reports 22.5445 RSUs granted 08/15/2025 that convert to common stock on retirement.

Positive

• Stock award of 27,924 shares granted under the 2019 Stock and Incentive Compensation Plan, increasing executive equity stake
• Dividend equivalents granted as RSUs, which align future retirement payouts with company stock performance
• Timely Section 16 reporting filed and signed by attorney-in-fact, indicating compliance with disclosure rules

Negative

• Sale of 11,638 shares on 08/19/2025 reduced direct holdings from 64,280.0273 to 52,642.0273 shares
• Some holdings are indirect (6,813.5641 shares) held by a retirement plan trustee, not directly controlled by the reporting person

Insights

Financial Analyst

TL;DR: CFO received a stock award and sold shares to cover taxes, leaving substantial direct and indirect holdings.

The 08/18/2025 award of 27,924 shares and dividend-equivalent RSUs increases executive equity alignment with shareholders without cash expense to the company. The subsequent 11,638-share sale on 08/19/2025 at $157.2738 is explicitly for tax withholding and does not indicate opportunistic trading. Total direct holdings of 52,642.0273 shares plus 6,813.5641 shares held indirectly remain material for an executive officer, supporting continued insider alignment.

Corporate Governance Expert

TL;DR: Transactions appear routine compensation-related equity activity with tax-related disposition and retirement-plan RSUs.

The Form 4 discloses a compensation stock award under the 2019 plan and dividend-equivalent RSUs tied to retirement benefits. The sale of 11,638 shares is described as a tax-withholding sale of award shares, a common administrative step. The report is timely and signed by an attorney-in-fact, meeting Section 16 reporting procedures. No departures from standard governance or unusual trading patterns are evident in the filing itself.

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^*

Schulten Andre

(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)

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

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		27,924	A	$0(1)	64,280.0273(2)	D
Common Stock	08/19/2025		S		11,638(3)	D	$157.2738	52,642.0273	D
Common Stock								6,813.5641	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	(4)	08/15/2025		A	V	22.5445		(5)	(5)	Common Stock	22.5445	$0	185.6168	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. Shares sold to cover taxes on Stock Award.

4. 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.

5. 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, attorney-in-fact for Andre Schulten	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 PG CFO Andre Schulten report in the Form 4?

The filing reports a 27,924-share stock award on 08/18/2025, a sale of 11,638 shares on 08/19/2025 at $157.2738 to cover taxes, and grant of 22.5445 RSUs dated 08/15/2025.

How many Procter & Gamble (PG) shares does Andre Schulten beneficially own after these transactions?

The Form 4 shows 52,642.0273 shares held directly and 6,813.5641 shares held indirectly via a retirement plan trustee following the reported transactions.

Why were 11,638 PG shares sold according to the filing?

The filing explains those shares were sold to cover taxes on the stock award.

What is the nature of the RSUs reported in the Form 4 for PG?

The RSUs are dividend equivalents and contingent rights to receive Procter & Gamble common stock that will deliver in shares on retirement unless deferred or contributed to a deferred compensation account.

Under which plan was the stock award issued?

The stock award was issued pursuant to the company's 2019 Stock and Incentive Compensation Plan.