Procter & Gamble insider report: Equity awards and RSUs increase holdings

Rhea-AI Filing Summary

Keith R. Alexandra, listed as an officer (CEO - Beauty) of Procter & Gamble Co. (PG), reported multiple equity awards and ownership changes on Form 4. On 08/18/2025 the reporting person was credited with 24,091 shares of common stock and 1,725 shares of common stock (both recorded as acquisitions at $0) arising from stock awards under the issuer's 2019 Stock and Incentive Compensation Plan and related dividend equivalents. The filing shows 38,226.5056 and 5,661.7069 shares as the amounts beneficially owned following those transactions (direct and indirect ownership as disclosed). The report also records 62.3267 Restricted Stock Units granted on 08/15/2025 (dividend-equivalent RSUs) that will deliver common shares on retirement or if not deferred. The Form 4 was signed by an attorney-in-fact on 08/20/2025.

Positive

• Executive alignment: Stock awards and RSUs increase the reporting person's ownership stake in PG, aligning incentives with shareholders.
• Compensation clarity: Awards are documented as granted under the issuer's 2019 Stock and Incentive Compensation Plan and retirement program.
• Dividend equivalents: Dividend equivalents were granted in the form of RSUs settled in common stock, increasing future share delivery potential.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive compensation grants increased direct and indirect holdings but contain no cash purchase or sale.

The Form 4 discloses stock awards and dividend-equivalent RSUs issued as compensation to an executive officer. The acquisitions are recorded at a $0 price, indicating they are awards rather than open-market purchases. Following the reported transactions the filing lists both direct and indirect beneficial ownership figures, reflecting personal and plan/Spouse holdings. These are customary internal equity compensation events that increase insider alignment with shareholders without indicating an opportunistic market transaction.

Corporate Governance Expert

TL;DR: Disclosure is consistent with routine equity compensation and pre-existing retirement delivery terms.

The filing explicitly notes awards under the 2019 Stock and Incentive Compensation Plan and RSUs from the retirement program, including dividend equivalents settled in stock. The RSUs are described as contingent rights that will deliver on retirement or be deferred, which matches standard governance practices for executive deferred compensation and long-term incentive alignment. No departures from typical disclosure norms are evident in the document.

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^*

Keith R. Alexandra

(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)
	CEO - Beauty

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		24,091	A	$0(1)	38,226.5056(2)	D
Common Stock	08/18/2025		A		1,725	A	$0(1)	5,661.7069(2)	I	By Spouse
Common Stock								4,408.4867	I	By Retirement Plan Trustee
Common Stock								2,562.2551	I	By Spouse, 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	62.3267		(4)	(4)	Common Stock	62.3267	$0	1,061.3716	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, attorney-in-fact for R. Alexandra Keith	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 Keith R. Alexandra report on Form 4 for PG?

He reported acquisitions of 24,091 and 1,725 shares recorded at $0, plus grant of 62.3267 RSUs that are dividend equivalents.

Were any shares purchased on the open market in this Form 4 for PG?

No. All reported share amounts are recorded with a $0 price, indicating stock awards and RSUs rather than open-market purchases.

How many shares does the filing show as beneficially owned after the transactions?

The filing shows 38,226.5056 and 5,661.7069 shares as amounts beneficially owned following the reported transactions, by the reporting person in the forms disclosed.

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

The RSUs are dividend equivalents from the retirement program and represent contingent rights to receive Procter & Gamble common stock, delivering on retirement unless deferred.

When were the transactions and when was the Form 4 signed?

Transactions dated 08/15/2025 and 08/18/2025; the Form 4 was signed by attorney-in-fact on 08/20/2025.