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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 1,253 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| Grant/Award | Series A Preferred Stock | 0.632 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 223.384 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 207.358 | $0.00 | -- |
Footnotes (1)
- Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock. Reflects adjustment to PST through July 14, 2025. 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. 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. Higher of $6.82 (adjusted for 2-for-1 stock split effective May 21, 2004) or market price of Common Stock. 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. 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.
