Procter & Gamble Form 4: Moeller Awarded Shares, Tax-Related Sale Disclosed

Rhea-AI Filing Summary

Jon R. Moeller, Chairman, President and CEO of Procter & Gamble (PG), reported changes in his beneficial ownership. On 08/18/2025 he was awarded 89,970 shares under the company's 2019 Stock and Incentive Compensation Plan (stock award reflected as $0 price). On 08/19/2025 he sold 40,119 shares to cover taxes at $157.2738 per share. Following these transactions, Moeller directly beneficially owned 319,375.232 shares and indirectly owned additional shares through a retirement plan (24,549.9315) and his spouse (35,421.5707). He also received 214.0957 RSUs on 08/15/2025 that will deliver shares on retirement, increasing his direct RSU-derived common stock position to 6,616.5111 shares.

Positive

• 89,970-share stock award granted under the 2019 Stock and Incentive Compensation Plan, increasing executive equity alignment
• Retention-linked RSUs (214.0957 units) and additional RSUs through the retirement program that deliver shares on retirement, supporting long-term alignment

Negative

• 40,119 shares sold on 08/19/2025 at $157.2738 per share to cover taxes, reducing direct share count
• Net direct holdings decreased from post-award level to 319,375.232 shares following the tax-related sale

Insights

Financial Analyst

TL;DR: Insider received a sizeable stock award and sold a portion to cover taxes; overall ownership remains substantial.

The reported award of 89,970 shares (valued at a $0 transaction price on this Form 4 as it is a grant) increases the CEO's equity alignment with shareholders. The subsequent sale of 40,119 shares at $157.2738 appears to be a tax-withholding sell-to-cover rather than a discretionary disposition. Total direct beneficial ownership after these entries is 319,375.232 shares with additional indirect holdings via retirement plans and spouse totaling 59,971.5022 shares, indicating continued significant ownership. For investors, these filings signal compensation-driven allocation rather than opportunistic selling, based strictly on the disclosed facts.

Corporate Governance Expert

TL;DR: Grant and tax-related sale are routine executive compensation mechanics; disclosure is complete and timely.

The filing shows issuance of shares under the company's 2019 Stock and Incentive Compensation Plan and recognition of dividend equivalents settled as RSUs under the retirement program. The sale of shares to cover taxes is explicitly noted. The presence of RSUs that convert on retirement underscores typical long-term retention features of executive pay. Based solely on the form's contents, these are standard governance and compensation events with no additional governance red flags disclosed.

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^*

Moeller Jon R

(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
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		A		89,970	A	$0(1)	359,494.232(2)	D
Common Stock	08/19/2025		S		40,119(3)	D	$157.2738	319,375.232	D
Common Stock								24,549.9315	I	By Retirement Plan Trustees
Common Stock								35,421.5707	I	By Spouse

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	(4)	08/15/2025		A	V	214.0957		(5)	(5)	Common Stock	214.0957	$0	6,616.5111	D

Explanation of Responses:

1. Stock award pursuant to issuer's 2019 Stock and Incentive Compensation Plan.

2. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.

3. Shares sold to cover taxes on Stock Award.

4. 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.

5. 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.

	/s/ Wednesday Shipp, Attorney-In-Fact for Jon R. Moeller	08/20/2025
	** 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.
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FAQ

What transactions did Jon R. Moeller report on Form 4 for PG?

He reported a stock award of 89,970 shares on 08/18/2025 and a sale of 40,119 shares on 08/19/2025 at $157.2738 per share to cover taxes.

How many Procter & Gamble shares does Moeller beneficially own after these transactions?

Following the reported transactions he directly beneficially owns 319,375.232 shares, plus 24,549.9315 shares via a retirement plan and 35,421.5707 shares indirectly by spouse.

Were any derivative or restricted awards reported for PG insider Moeller?

Yes. He reported 214.0957 RSUs dated 08/15/2025 that will deliver shares on retirement and contribute to a direct common stock position of 6,616.5111 shares from RSU settlements.

What was the reason given for the share sale reported by Moeller?

The Form 4 states the shares were sold to cover taxes on the stock award.

Under which plan were the awarded shares issued?

The award was issued pursuant to Procter & Gamble's 2019 Stock and Incentive Compensation Plan.