Procter & Gamble Insider Report: Davis Receives Stock Award and RSUs

Rhea-AI Filing Summary

Jennifer L. Davis, an officer (CEO - Health Care) of Procter & Gamble Co. (PG), reported transactions on Form 4 showing grants and awards of company common stock and restricted stock units. On 08/18/2025 she acquired 21,518 shares via a stock award under the issuer's 2019 Stock and Incentive Compensation Plan at a reported price of $0, bringing her total beneficial ownership to 73,586.9326 shares (the total includes dividend equivalents settled in common stock). The filing also shows 15,401.6828 shares held indirectly by a retirement plan trustee and the acquisition of 24.9443 restricted stock units (RSUs) on 08/15/2025 that will convert to shares on retirement or be deferred into a compensation account. The document is signed by an attorney-in-fact on behalf of Ms. Davis on 08/20/2025.

Positive

• Insider acquisition disclosed: Officer acquired 21,518 shares under the company stock plan, increasing reported beneficial ownership to 73,586.9326 shares.
• Retirement plan holdings identified: 15,401.6828 shares held indirectly by a retirement plan trustee, clarifying indirect ownership.
• Dividend equivalents settled: Filing confirms dividend equivalents were granted in the form of RSUs and included in the total share count.
• Clear Section 16 compliance: Form 4 filed and signed by attorney-in-fact, providing required insider transparency.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Officer received compensation awards settled in stock and holds indirect retirement-plan shares; routine insider reporting with governance transparency.

The Form 4 discloses non-derivative stock awards and RSUs granted under the company's compensation and retirement plans. These awards were recorded at a $0 price, consistent with typical stock-based compensation and dividend-equivalent settlement practices. The filing separates direct beneficial ownership from indirect retirement-plan holdings, which is important for clarity on voting and disposition rights. The data are procedural and reflect standard governance disclosure rather than any operational change.

Securities/Compensation Analyst

TL;DR: Reported grant sizes are modest and align with typical executive compensation mechanics; no market-moving amounts disclosed.

The reported acquisition of 21,518 shares and 24.9443 RSUs, plus 15,401.6828 indirect shares, represent grant and retirement-plan settlements rather than open-market purchases or disposals. The filing documents the mechanics: grants under the 2019 plan and dividend-equivalent RSUs for retirement benefits. From a securities perspective, these are routine Section 16 disclosures required to maintain transparency on insider holdings.

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^*

Davis Jennifer L.

(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)
	CEO - Health Care

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		21,518	A	$0(1)	73,586.9326(2)	D
Common Stock								15,401.6828	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)	08/15/2025		A	V	24.9443		(4)	(4)	Common Stock	24.9443	$0	228.7027	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 Jennifer L. Davis	08/20/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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