Procter & Gamble insider filing: 48 RSUs awarded to director Robert Portman

Rhea-AI Filing Summary

Robert J. Portman, a director of Procter & Gamble Co. (PG), was granted 48 Restricted Stock Units (RSUs) on 09/09/2025 under the company's 2019 Stock and Incentive Compensation Plan. The RSUs were recorded at a price of $0 and the reporting shows 3,419.5944 shares beneficially owned after the grant, a total that the filing states includes dividend equivalents credited as RSUs. The Form 4 was filed as a single-person filing and signed by an attorney-in-fact on 09/10/2025. The document contains only the listed grant details and explanatory footnotes.

Positive

• Clear disclosure of RSU grant details including number of units and post-transaction beneficial ownership
• Award includes dividend equivalents, which the filing explicitly states are included in the total share count

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine director equity award was recorded; disclosure aligns with standard insider reporting rules.

The filing documents a small grant of 48 RSUs to a company director, reported under Section 16. The award is described as Restricted Stock Units under the 2019 plan and includes dividend equivalents. The transaction code is an acquisition (A) at $0, consistent with typical equity compensation accounting for RSUs. There is no indication of derivative activity, sales, or other changes in beneficial ownership beyond the stated grant.

Securities Analyst

TL;DR: Grant increases insider holdings modestly; the filing provides clear numbers but no timing or vesting schedule.

The Form 4 reports the mechanical numbers: 48 RSUs granted and 3,419.5944 shares beneficially owned after the grant, with footnote clarifying dividend equivalents are included. The report does not disclose vesting dates, performance conditions, or economic value beyond the $0 RSU attribution, so valuation and near-term dilution impact cannot be determined from this filing alone.

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^*

Portman Robert Jones

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

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	09/09/2025		A		48	A	$0(1)	3,419.5944(2)	D

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. Restricted Stock Units awarded pursuant to The Procter & Gamble 2019 Stock and Incentive Compensation Plan.

2. Total includes grant of dividend equivalents in the form of Restricted Stock Units

	/s/ Wednesday Shipp, attorney-in-fact for Robert Portman	09/10/2025
	** 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 transaction did Robert Portman report on Form 4 for PG?

The Form 4 reports a grant of 48 Restricted Stock Units (RSUs) to Robert Portman on 09/09/2025.

How many shares does the filing show Robert Portman beneficially owns after the grant?

The filing shows 3,419.5944 shares beneficially owned following the reported transaction, which includes dividend equivalents.

What was the reported price for the RSU grant?

The transaction is reported with a price of $0, consistent with RSU grants that vest into shares rather than being purchased.

Was this Form 4 filed jointly or by one person?

The Form 4 was filed as a form filed by one reporting person.

Who signed the Form 4 and when was it filed?

The filing was signed by Wednesday Shipp, attorney-in-fact for Robert Portman on 09/10/2025.