Procter & Gamble (PG) COO Receives Stock Award; Tax-Related Share Sale Reported

Rhea-AI Filing Summary

Procter & Gamble (PG) insider activity: Chief Operating Officer Shailesh Jejurikar reported acquisition and disposition of company common stock and RSUs. On 08/18/2025 he was awarded 31,025 shares under the companys 2019 Stock and Incentive Compensation Plan and received dividend-equivalent RSUs settled in stock, bringing his total beneficial ownership to 41,075.3817 shares. On 08/19/2025 he sold 13,039 shares at $157.2738 per share to cover taxes related to the stock award, leaving 28,036.3817 shares held directly. Additional indirect holdings include 3,301.9815 shares via a retirement plan trustee and trusts holding 19,757 and 17,849 shares respectively. The filing was signed by an attorney-in-fact on 08/20/2025.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity award and tax-covering sale; standard practice for compensation delivery.

The filing documents a stock award under the 2019 compensation plan and related dividend-equivalent RSUs, which increased reported beneficial ownership before a sale to cover taxes. Such sales to satisfy tax withholding obligations are common and do not by themselves signal change in ownership intent. The disclosure also identifies indirect holdings through a retirement plan trustee and revocable trusts, which provide transparency on consolidated ownership. Overall, this is a standard Section 16 disclosure reflecting compensation settlement and tax-related disposition.

Executive Compensation Analyst

TL;DR: Award size and RSU settlement added material shares; tax-related sale executed immediately after the award.

The report shows 31,025 shares issued as a stock award plus 34.9 RSUs (settled in stock) and dividend-equivalent RSUs tied to retirement provisions. The subsequent sale of 13,039 shares at $157.2738 is explicitly identified as shares sold to cover taxes, consistent with net settlement practices. The filing clarifies the form and indirect nature of certain holdings, including retirement plan and trust accounts, which is important for assessing true economic exposure to company equity.

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^*

Jejurikar Shailesh

(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 Operating 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		31,025	A	$0(1)	41,075.3817(2)	D
Common Stock	08/19/2025		S		13,039(3)	D	$157.2738	28,036.3817	D
Common Stock								3,301.9815	I	By Retirement Plan Trustee
Common Stock								19,757	I	Sankhya S Jejurikar Revocable Trust
Common Stock								17,849	I	Shailesh Jejurikar Trust

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	34.9		(5)	(5)	Common Stock	34.9	$0	562.8688	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 Shailesh Jejurikar	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.
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FAQ

What transactions did PG COO Shailesh Jejurikar report on Form 4?

He reported an award of 31,025 shares on 08/18/2025 and a sale of 13,039 shares on 08/19/2025 at $157.2738 per share.

How many shares does Shailesh Jejurikar beneficially own after these transactions?

The filing reports total beneficial ownership of 41,075.3817 shares following the award and 28,036.3817 shares held directly after the sale, plus indirect holdings of 3,301.9815, 19,757, and 17,849 shares via trustee and trusts.

Why were shares sold by the reporting person on 08/19/2025?

The filing states the 13,039 shares were sold to cover taxes related to the stock award.

What type of award was granted to the reporting person?

The award was issued pursuant to Procter & Gamble's 2019 Stock and Incentive Compensation Plan, including dividend equivalents in the form of RSUs.

Are any RSUs contingent on retirement or deliverable later?

Yes, dividend-equivalent RSUs awarded under the retirement program represent a contingent right and will deliver in shares on retirement unless delivery is deferred or contributed to a deferred compensation account.