Procter & Gamble insider files Form 4 with routine equity awards

Rhea-AI Filing Summary

Procter & Gamble (PG) Form 4: Chief Legal Officer & Secretary Susan Street Whaley reported routine equity awards and updated share ownership as of 08/07/2025.

• Direct common-stock holding: 19,670.1407 shares.
• Indirect holding: 6,477.4515 shares via retirement plan trustee.
• New derivative grants: 772 Restricted Stock Units (RSUs) credited as a retirement award on 08/07/2025; no cash outlay.
• Dividend-equivalent RSUs: 6.1043 units (02/18/25) and 6.5759 units (05/15/25) added; both deliverable upon retirement.
• Series A preferred stock adjustment: 0.6322 units credited 07/14/25, convertible to common on distribution.

No shares were sold; all transactions are automatic, price-free allocations tied to dividend equivalents or retirement benefits. The officer now controls roughly 26,148 direct/indirect shares plus 1,833 RSU-equivalent derivatives—immaterial versus PG’s large float, indicating a neutral governance signal rather than a market-moving event.

Positive

• No open-market disposals: insider did not sell any PG shares, avoiding negative perception.
• Additional equity alignment: RSUs and preferred-stock credits modestly increase the officer’s stake.

Negative

• None.

Insights

Equity Analyst

TL;DR: Routine awards; no buy/sell signal; neutral impact.

The filing shows only non-cash RSU and preferred-stock credits linked to dividends and retirement formulas. No open-market activity occurred, and the total shares involved (<1k new units) are insignificant versus PG’s ~2.4 B shares outstanding. Hence, limited informational value for valuation or sentiment.

Corporate-Governance Specialist

TL;DR: Standard benefit accrual, supports alignment, low materiality.

Accrual of RSUs and plan-based preferred shares aligns executive interests with shareholders, but the volumes are too small to influence governance risk assessments. Absence of sales suggests no negative signal, yet investors should view the disclosure as routine compliance.

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^*

Whaley Susan Street

(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)
	Chief Legal Officer & Secy

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

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								19,670.1407(1)	D
Common Stock								6,477.4515(2)	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)	02/18/2025		A	V	6.1043		(4)	(4)	Common Stock	6.1043	$0	27.3124	D
Restricted Stock Units	(3)	05/15/2025		A	V	6.5759		(4)	(4)	Common Stock	6.5759	$0	33.8883	D
Series A Preferred Stock	(5)	07/14/2025		A	V	0.6322		(6)	(6)	Common Stock	0.6322	$0	1,532.3657	I	By Retirement Plan Trustee
Restricted Stock Units	(7)	08/07/2025		A		772		(4)	(4)	Common Stock	772	$0	772	D

Explanation of Responses:

1. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.

2. Reflects adjustment to PST through July 14, 2025.

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.

5. Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

6. Shares held by Retirement Plan Trustees. If Officer terminates employment and elects distribution of shares, or, if after age 50 elects alternative investment within Plan, Preferred Stock converted/redeemed at specified conversion/exercise price.

7. Retirement award in the form of Restricted Stock Units which represent a contingent right to receive P&G common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2025.

	/s/ Wednesday Shipp, attorney-in-fact for Susan Street Whaley	08/07/2025
	** 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.
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FAQ

How many Procter & Gamble shares does Susan Street Whaley now own?

Direct: 19,670.1407 shares; Indirect: 6,477.4515 via retirement plan; plus RSU equivalents.

Were any PG shares sold in this Form 4?

No. All reported transactions were automatic awards; there were no sales.

What new equity awards were granted on 08/07/2025?

A retirement award of 772 Restricted Stock Units with zero exercise price.

Does this filing indicate insider confidence in PG stock?

Neutral—awards are routine benefits, not discretionary purchases.

Are the Series A preferred shares immediately convertible?

They convert upon retirement plan distribution under the plan’s terms.