Procter & Gamble Form 4: RSU settlement and sell-to-cover transaction disclosed

Rhea-AI Filing Summary

Matthew W. Janzaruk, Senior Vice President and Chief Accounting Officer of Procter & Gamble Company (PG), reported two transactions in August 2025. On 08/18/2025 he received a stock award of 1,044 shares issued under the company's 2019 Stock and Incentive Compensation Plan at no cash price, including dividend equivalents settled as restricted stock units that increased his holdings. On 08/19/2025 he sold 319 shares at $157.2738 per share to cover taxes related to the award. After these transactions his direct beneficial ownership is reported as 1,703.9031 shares and he has 3,258.3804 shares indirectly held by a retirement plan trustee. The Form 4 was signed on behalf of Mr. Janzaruk by an attorney-in-fact on 08/20/2025.

Insights

Financial Analyst

TL;DR: Routine equity compensation grant and tax-related sale; no material change to control or unusual trading.

These entries reflect a standard equity compensation settlement plus a market sale to satisfy tax withholding. The grant of 1,044 shares at $0 represents vested or settled RSUs and dividend equivalents converted to common stock, which modestly increases insider alignment with shareholders. The sale of 319 shares at $157.2738 appears targeted to cover tax obligations rather than a change in investment stance. No debt, litigation, or large disposition is reported, and aggregate holdings remain modest relative to a large-cap issuer.

Corporate Governance Expert

TL;DR: Standard executive compensation disclosure; documentation and signature comply with Section 16 filing norms.

The Form 4 documents an issuer-plan stock award and an associated sell-to-cover tax transaction, both common in executive compensation practices. The inclusion of dividend equivalents settled as RSUs is explicitly noted in the explanations, and the filing was executed via attorney-in-fact with a dated signature, satisfying procedural requirements. There are no indications of related-party transactions or governance red flags in this short filing.

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^*

Janzaruk Matthew W.

(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)
	SVP - Chief Accounting 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		1,044	A	$0(1)	2,022.9031(2)	D
Common Stock	08/19/2025		S		319(3)	D	$157.2738	1,703.9031	D
Common Stock								3,258.3804	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

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.

	/s/ Wednesday Shipp, attorney-in-fact for Mr. Janzaruk	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 Matthew W. Janzaruk report on the Form 4 for PG?

He reported a stock award of 1,044 shares on 08/18/2025 and a sale of 319 shares on 08/19/2025 at $157.2738 per share.

Why were 319 shares sold according to the filing?

The filing explains those 319 shares were sold to cover taxes on the stock award.

How many shares does Mr. Janzaruk beneficially own after these transactions?

The Form 4 reports 1,703.9031 shares held directly and 3,258.3804 shares indirectly via a retirement plan trustee.

What plan governed the stock award reported on the Form 4?

The award was issued pursuant to the issuer’s 2019 Stock and Incentive Compensation Plan.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by an attorney-in-fact, Wednesday Shipp, on 08/20/2025.