Procter & Gamble Insider Filing Shows Equity Accumulation, Zero Disposals

Rhea-AI Filing Summary

Procter & Gamble (PG) – Form 4 filed 08/07/2025. Chief Operating Officer Shailesh Jejurikar disclosed only acquisitions, no sales of company equity.

• Direct common stock: 9,982.2858 shares after the transactions.
• Indirect common stock: 3,301.9815 shares via retirement plan; 19,757 shares in the Sankhya S Jejurikar Revocable Trust; 17,849 shares in the Shailesh Jejurikar Trust.
• Derivative activity: Four separate grants of Restricted Stock Units (RSUs) and preferred-stock equivalents were reported: 31.0041 RSUs (02/18/25), 33.4003 RSUs (05/15/25), 0.3416 Series A preferred shares convertible into common stock (07/14/25), and 725 RSUs as a retirement award (08/07/25).
• All entries carry transaction code “A” (acquisition), and each grant was made at $0 cost as part of dividend-equivalent, retirement, or compensation programs.
• Total derivative holdings following the filing: 494.5685 + 527.9688 + 1,001.0622 + 725 ≈ 2,749 units/shares, split between direct and retirement-plan accounts.

No dispositions, option exercises, or open-market trades were reported; the filing merely updates ownership records and corrects small prior misstatements related to dividend-equivalent RSUs.

Positive

• Chief Operating Officer increased beneficial ownership through 725 new RSUs and other small grants, signaling confidence and long-term alignment.
• No stock sales were reported, removing any immediate overhang concerns.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider added ~789 new RSUs, no sales—signal of continued alignment.

The Form 4 shows Jejurikar accumulating additional equity entirely through grants and dividend equivalents. While the share counts are modest relative to PG’s 2.35 bn shares outstanding, the absence of sales by a senior executive is incrementally positive. RSUs vest on retirement, reinforcing long-term alignment with shareholders. No pricing information or market purchases appear, so direct market sentiment impact is limited, but the steady build in insider ownership removes a potential overhang from executive selling.

Corporate Governance Specialist

TL;DR: Routine compensation grants; corrects minor past errors—corporate-governance neutral.

The filing primarily documents periodic RSU credits and preferred-share accruals under established benefit plans. The corrections to earlier double-counted dividend equivalents are explicitly labeled “immaterial,” indicating robust internal tracking. No red flags such as accelerated vesting, option repricing, or complex related-party structures are present. Governance impact is neutral-to-positive, reflecting transparent disclosure and continued executive stake building.

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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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^*

Jejurikar Shailesh

(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 Operating 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								9,982.2858(1)	D
Common Stock								3,301.9815(2)	I	By Retirement Plan Trustee
Common Stock								19,757	I	Sankhya S Jejurikar Revocable Trust
Common Stock								17,849	I	Shailesh Jejurikar Trust

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	31.0041		(4)	(4)	Common Stock	31.0041	$0	494.5685	D
Restricted Stock Units	(3)	05/15/2025		A	V	33.4003		(4)	(4)	Common Stock	33.4003	$0	527.9688(5)	D
Series A Preferred Stock	(6)	07/14/2025		A	V	0.3416		(7)	(7)	Common Stock	0.3416	$0	1,001.0622	I	By Retirement Plan Trustee
Restricted Stock Units	(8)	08/07/2025		A		725		(4)	(4)	Common Stock	725	$0	725	D

Explanation of Responses:

1. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSUs) settled in stock. The total includes an adjustment in the amount of 57.735 to correct an immaterial error in the number of RSUs due to dividend equivalents that were previously reported twice.

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. Total includes an adjustment in the amount of 26.0366 to correct an immaterial error in the number of RSUs due to dividend equivalents that were previously reported twice.

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

7. 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.

8. 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 Shailesh Jejurikar	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).
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FAQ

How many Procter & Gamble (PG) shares does COO Shailesh Jejurikar now hold?

Direct: 9,982.2858 common shares. Indirect: 3,301.9815 via retirement plan, 19,757 and 17,849 through two family trusts.

What new equity did the executive acquire on 08/07/2025?

A retirement award of 725 Restricted Stock Units (RSUs) at no cost, convertible to PG common stock on retirement.

Were any PG shares sold in this Form 4?

No. All transactions were coded “A” for acquisitions; there were no dispositions or option exercises.

Why were some RSU totals adjusted?

Small corrections (57.735 and 26.0366 RSUs) fixed prior double-counting of dividend-equivalent grants; the company labeled these as immaterial.

Do the RSUs vest immediately?

No. The units generally deliver upon retirement unless deferred or contributed to the executive’s compensation account.