PG Form 4: 197 Restricted Stock Units Granted to Kempczinski

Rhea-AI Filing Summary

Christopher J. Kempczinski, a director of Procter & Gamble Co (PG), was awarded 197 Restricted Stock Units (RSUs) on 09/09/2025 under The Procter & Gamble 2019 Stock and Incentive Compensation Plan. The RSUs were granted at a price of $0 and the reported total beneficial ownership after the award is 9,166.4401 common shares, which includes dividend equivalents credited as additional RSUs. The filing reports the grant as a non‑derivative equity award and identifies the award as restricted stock units and dividend equivalents; no options, sales, or cash transactions are disclosed.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity grant; maintains alignment with shareholders without indicating material ownership change.

The 197 RSU award to Christopher Kempczinski is documented as a standard restricted stock unit grant under P&G's 2019 plan. Such grants are commonly used to align management incentives with long‑term shareholder value. The transaction increases reported beneficial ownership to 9,166.4401 shares including dividend equivalents, but the absolute size appears routine for executive compensation and does not, on its face, represent a material change in control or ownership percentage.

Compensation Analyst

TL;DR: Compensation action is standard; structure (RSUs plus dividend equivalents) preserves retention and long‑term orientation.

The award is categorized as restricted stock units with dividend equivalents, which suggests standard retention and incentive design rather than a performance‑contingent payout. The grant price is reported as $0, consistent with time‑based RSUs that convert to shares upon vesting. There is no indication of accelerated vesting, option exercise, or cash payments, reinforcing that this is a routine equity compensation event.

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

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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^*

Kempczinski Christopher J

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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	09/09/2025		A		197	A	$0(1)	9,166.4401(2)	D

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

Explanation of Responses:

1. Restricted Stock Units awarded pursuant to The Procter & Gamble 2019 Stock and Incentive Compensation Plan.

2. Total includes grant of dividend equivalents in the form of Restricted Stock Units.

	/s/ Wednesday Shipp, attorney-in-fact for Christopher Kempczinski	09/10/2025
	** 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 equity did Christopher Kempczinski acquire according to the Form 4 for PG?

The Form 4 reports an award of 197 Restricted Stock Units (RSUs) to Christopher Kempczinski.

When was the transaction for the RSU grant reported for PG?

The reported transaction date for the RSU grant is 09/09/2025.

What was the reported price for the RSUs in the PG Form 4?

The RSUs are reported with a price of $0, consistent with time‑based restricted stock unit grants.

How many shares does Kempczinski beneficially own after the reported PG transaction?

The Form 4 shows total beneficial ownership of 9,166.4401 common shares following the reported transaction, which includes dividend equivalents.

Under which plan were the RSUs awarded according to the PG filing?

The RSUs were awarded pursuant to The Procter & Gamble 2019 Stock and Incentive Compensation Plan and include dividend equivalents in the form of additional RSUs.