Procter & Gamble Insider Filing: RSUs Granted; Large Common-Stock Entry Reported

Rhea-AI Filing Summary

Filing: Form 4 filed 08/07/2025 by Marc S. Pritchard, Chief Brand Officer, for Procter & Gamble Co. (PG).

Non-derivative: Table I reports Common Stock entries including 173,134.4375 (marked D), 47,439.3762 (marked I — by Retirement Plan Trustees), 602 (I — by wife) and three entries of 107.032 (I — daughters ACP, CEP, NJP).

Derivative: Table II shows RSU-related acquisitions: 02/18/2025 — 207.3581 RSUs; 05/15/2025 — 223.3836 RSUs; 07/14/2025 — Series A Preferred 0.6323 (underlying 12,512.679 common stock) held by Retirement Plan Trustees; and 08/07/2025 — 1,253 RSUs. Explanations state RSUs include dividend equivalents and retirement-plan awards; Series A conversion/exercise price is the higher of $6.82 (post-split) or market price. The form is signed 08/07/2025 by attorney-in-fact Wednesday Shipp.

Positive

• RSU grants disclosed: 207.3581 (02/18/2025), 223.3836 (05/15/2025) and 1,253 (08/07/2025) indicating ongoing compensation alignment
• Retirement-plan holdings disclosed: 47,439.3762 shares held by Retirement Plan Trustees, showing plan-level continuity
• Series A Preferred conversion terms stated: conversion/exercise price is the higher of $6.82 (post-split) or market price

Negative

• Large direct disposition reported: Common Stock entry of 173,134.4375 marked D in Table I
• Concentration of indirect ownership in family and plan accounts: multiple small indirect holdings (wife 602; three daughters 107.032 each) alongside trustee holdings

Insights

Financial Analyst

TL;DR: Routine executive compensation activity with RSU grants and a large reported disposition; retirement-plan holdings noted.

The Form 4 documents both derivative awards (multiple RSU grants dated 02/18/2025, 05/15/2025 and 08/07/2025) and non-derivative entries including a 173,134.4375 Common Stock item marked as disposed (D) and material indirect holdings held by Retirement Plan Trustees (47,439.3762). The filing cites dividend-equivalent RSUs and retirement-plan mechanics; Series A Preferred conversion terms are explicit. For investors, key quantifiable elements are the RSU grant amounts, the large D-marked common-stock figure, and the trustee-held shares.

Corporate Governance Expert

TL;DR: Disclosure is consistent with compensation and retirement-plan adjustments; signature executed by attorney-in-fact.

The filing provides specific compliance disclosure for Section 16 reporting: RSUs settled in common stock, retirement-plan conversions, and indirect holdings by family and plan trustees. The inclusion of dividend-equivalent RSUs and the stated conversion floor for Series A Preferred ($6.82 or market price) are procedural details relevant to governance and plan administration. No material factual gaps in the form text itself; all assertions are limited to the stated amounts and plan descriptions.

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^*

Pritchard Marc S.

(Last) (First) (Middle)

ONE 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)
	Chief Brand 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								173,134.4375(1)	D
Common Stock								47,439.3762(2)	I	By Retirement Plan Trustees
Common Stock								602	I	By Wife
Common Stock								107.032	I	By Daughter ACP
Common Stock								107.032	I	By Daughter CEP
Common Stock								107.032	I	By Daughter NJP

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	207.3581		(4)	(4)	Common Stock	207.3581	$0	8,287.6031	D
Restricted Stock Units	(3)	05/15/2025		A	V	223.3836		(4)	(4)	Common Stock	223.3836	$0	8,510.9867	D
Series A Preferred Stock	(5)	07/14/2025		A	V	0.6323		(6)	(6)	Common Stock	0.6323	$0	12,512.679	I	By Retirement Plan Trustees
Restricted Stock Units	(7)	08/07/2025		A		1,253		(4)	(4)	Common Stock	1,253	$0	1,253	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, attorney-in-fact for Marc S. Pritchard	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).
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FAQ

Who filed the Form 4 for Procter & Gamble (PG)?

Marc S. Pritchard, Chief Brand Officer; form signed 08/07/2025 by attorney-in-fact Wednesday Shipp.

What significant non-derivative transaction is reported on the Form 4?

A Common Stock entry of 173,134.4375 is marked as D (disposed) in Table I.

What RSU awards are disclosed for Marc S. Pritchard?

RSU acquisitions of 207.3581 (02/18/2025), 223.3836 (05/15/2025) and 1,253 (08/07/2025) are reported.

Are any shares held indirectly and by whom?

Yes: 47,439.3762 shares by Retirement Plan Trustees, 602 by wife, and three daughter accounts of 107.032 each.

What is the conversion/exercise price for the Series A Preferred referenced?

The conversion/exercise price is the higher of $6.82 (adjusted for 2004 split) or the market price.

When was the Form 4 filed?

Filed and signed on 08/07/2025 (signature by attorney-in-fact).