Procter & Gamble Form 4: CEO-Fabric & Home Care reports new equity awards

Rhea-AI Filing Summary

On 08/07/2025 Procter & Gamble (PG) officer Sundar G. Raman, CEO of Fabric & Home Care, filed a Form 4 detailing only equity acquisitions and no dispositions.

• Direct common-stock ownership rises to 29,920.5607 shares.
• Indirect holdings via the retirement plan now total 8,366.3969 shares.
• New awards include 1,055 RSUs (retirement award) plus 41.6846 RSU dividend equivalents granted earlier in 2025, all recorded with code “A” at $0 price, reflecting plan-based grants rather than open-market buys.
• Derivative position: 1,417.28 RSUs directly and 2,061.8592 Series A preferred shares indirectly convertible to common.

The filing increases Raman’s beneficial ownership by roughly 1,097 new share equivalents (<~US$165k at $150/sh), a modest rise relative to PG’s market cap but directionally positive since no shares were sold.

Insights

Securities Analyst

TL;DR: Small, plan-based insider awards; negligible valuation impact, mildly positive signal.

The reported transactions are routine compensation grants—RSUs and preferred units credited at zero cost under PG’s retirement and dividend-equivalent programs. No market purchases or sales occurred, so liquidity and float are unchanged. The additional ~1.1k share equivalents raise the officer’s stake by ~3%, worth about $0.17 m—immaterial versus PG’s $350 bn market cap. Still, the absence of dispositions preserves alignment and can be read as a minor vote of confidence. From a valuation or earnings perspective, the impact is de minimis; I classify this filing as not impactful for PG’s investment thesis.

Corporate Governance Expert

TL;DR: Routine equity-compensation disclosure, no red flags.

All transactions conform to long-standing PG incentive and retirement plans, indicated by code “A” and zero price. The reporting person continues to file individually, and Rule 10b5-1 language is included. Beneficial ownership remains predominantly direct, enhancing transparency. No acceleration, repricing, or opportunistic sales are noted, suggesting alignment with shareholder interests. Governance implications are neutral-to-slightly positive, but the filing does not alter oversight or risk profiles.

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^*

Raman Sundar G.

(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-Fabric & Home Care

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								29,920.5607(1)	D
Common Stock								8,366.3969(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	20.0669		(4)	(4)	Common Stock	20.0669	$0	170.2809	D
Restricted Stock Units	(3)	05/15/2025		A	V	21.6177		(4)	(4)	Common Stock	21.6177	$0	191.8986	D
Series A Preferred Stock	(5)	07/14/2025		A	V	0.6319		(6)	(6)	Common Stock	0.6319	$0	2,061.8592	I	By Retirement Plan Trustee
Restricted Stock Units	(7)	08/07/2025		A		1,055		(4)	(4)	Common Stock	1,055	$0	1,055	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 as Attorney-in-Fact for Sundar G. Raman	08/07/2025
	** Signature of Reporting Person	Date
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