Procter & Gamble CAO Reports Small Equity Award in Form 4 Filing

Rhea-AI Filing Summary

On 08/07/2025 Procter & Gamble (PG) Senior Vice President & Chief Accounting Officer Matthew W. Janzaruk filed a Form 4 detailing a small, routine equity-compensation award. The filing shows he acquired 245 PG common shares (coded “A”) at a stated price of $0, reflecting settlement of dividend-equivalent RSUs. His direct ownership rose to 973.9207 shares. In addition, the executive indirectly holds 3,258.3804 shares through the company retirement plan.

Table II records an acquisition of 0.6324 Series A Preferred units—convertible into an identical amount of common stock—bringing total indirect derivative holdings to 1,929.0827 units. No sales were reported. The transactions appear to be automatic, compensation-related enrollments and are immaterial relative to PG’s 2.4 billion shares outstanding.

Insights

Securities Analyst

TL;DR: Routine RSU settlement; negligible ownership change, neutral for PG valuation.

The award of 245 shares and fractional preferred units increases the CAO’s stake by less than US$40k, a rounding error against PG’s US$380 bn market cap. No open-market buying or selling occurred, so the filing offers little insight into insider sentiment. For investors, the disclosure is primarily a compliance event with no impact on earnings, cash flow, or share count.

Corporate Governance Specialist

TL;DR: Standard equity-comp plan activity; meets Section 16 reporting duties.

The Form 4 confirms timely reporting under Section 16(a) and Rule 10b5-1. The use of dividend-equivalent RSUs and retirement-plan preferred shares is common at PG and poses no governance concern. Absence of sales aligns with long-term alignment incentives. Materiality is de-minimis; therefore impact on shareholder perception is neutral.

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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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)
08/07/2025

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	08/07/2025		A		245	A	$0	973.9207(1)	D
Common Stock								3,258.3804(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
Series A Preferred Stock	(3)	07/14/2025		A	V	0.6324		(4)	(4)	Common Stock	0.6324	$0	1,929.0827	I	By Retirement Plan Trustee

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. Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock.

4. 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.

	/s/ Wednesday Shipp, attorney-in-fact for Mr. Janzaruk	08/07/2025
	** 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

How many Procter & Gamble shares did SVP Matthew Janzaruk acquire on 08/07/2025?

He acquired 245 common shares via dividend-equivalent RSUs.

What is Janzaruk’s total direct PG share ownership after the transaction?

Direct holdings increased to 973.9207 PG shares.

Were any PG shares sold in this Form 4 filing?

No; the filing reports only acquisitions and no dispositions.

What indirect PG holdings does the executive report?

He indirectly owns 3,258.3804 common shares and 1,929.0827 Series A Preferred units through the retirement plan.

Does this insider purchase signal a change in PG’s outlook?

The award is routine and immaterial; it does not materially alter Procter & Gamble’s outlook or valuation.