Procter & Gamble (PG) Form 4: 298 RSUs awarded to director Joseph Jimenez

Rhea-AI Filing Summary

Joseph Jimenez, a director of Procter & Gamble Co. (PG), was granted 298 restricted stock units (RSUs) on 09/09/2025. The award is reported as having a $0 per-share price because it is a restricted grant rather than an open-market purchase. After the grant (which includes dividend equivalents credited as RSUs), Mr. Jimenez beneficially owns 34,100.9784 shares in total. The RSUs were awarded under The Procter & Gamble 2019 Stock and Incentive Compensation Plan. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Jimenez on 09/10/2025.

Insights

Corporate Governance Expert

TL;DR: Director received a routine RSU award; appears to be standard board compensation with no unusual terms.

The 298 RSU grant to a director is consistent with typical equity-based director compensation designed to align interests with shareholders. Reporting the grant at $0 reflects its restricted nature rather than a market purchase. The inclusion of dividend equivalents as additional RSUs is a common feature that modestly increases the total beneficial ownership reported. There is no disclosure in this Form 4 of accelerated vesting, special transfer provisions, or related-party transactions that would raise governance concerns.

Compensation Analyst

TL;DR: This is a routine, non-cash equity grant under the company's 2019 incentive plan; impact on dilution is minimal.

A grant of 298 RSUs to a director represents a modest incremental equity award relative to total outstanding shares for a large-cap issuer like PG. The RSUs and dividend equivalents increase the director's reported beneficial ownership to 34,100.9784 shares. Without vesting schedule details or grant-date valuation in this filing, the financial statement impact and retention incentives cannot be fully assessed from the Form 4 alone. No material compensation changes are disclosed here.

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^*

JIMENEZ JOSEPH

(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		298	A	$0(1)	34,100.9784(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 Joseph Jimenez	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 is reported for PG by Joseph Jimenez on 09/09/2025?

The Form 4 reports a grant of 298 restricted stock units (RSUs) to Joseph Jimenez on 09/09/2025.

How many PG shares does Joseph Jimenez beneficially own after the reported transaction?

Following the reported RSU grant, Joseph Jimenez beneficially owns 34,100.9784 shares.

Under which plan were the RSUs awarded to the PG director?

The RSUs were awarded pursuant to The Procter & Gamble 2019 Stock and Incentive Compensation Plan.

Why is the price reported as $0 for the RSU grant on the Form 4?

The Form 4 shows a $0 price because restricted stock units are non-cash equity awards rather than open-market purchases; no cash price is paid at grant.

Does the Form 4 indicate any special terms or related-party transactions for the RSU grant?

No. The filing only discloses the RSU award and that it includes dividend equivalents; it does not disclose special vesting acceleration or related-party arrangements.