Procter & Gamble officer reports tax-related share sales totaling 11,463 shares

Rhea-AI Filing Summary

Keith R. Alexandra, listed as an officer (CEO - Beauty) and director of Procter & Gamble Co. (PG), reported stock sales on 08/21/2025. The Form 4 shows two non-derivative sale transactions: 10,697 shares sold at $158.159 and 766 shares sold at $158.1593, with an explanatory note stating the shares were sold to cover taxes on a stock award. Following the transactions, the filing reports 27,529.5056 shares held directly and several indirect holdings totaling 11,371.947 shares (4,895.7069; 4,408.4867; 2,562.2551) across spouse and retirement plan trustee accounts. The Form 4 is signed by an attorney-in-fact on 08/22/2025.

Insights

Financial Analyst

TL;DR Insider sold shares to cover taxes; transactions appear routine and not signalling a change in control or large portfolio shift.

The filing documents two sell transactions totaling 11,463 shares (10,697 and 766) executed 08/21/2025 at prices of $158.159 and $158.1593. The explanatory note explicitly states the sales were to cover taxes on a stock award, which is a common, non-dispositive reason for insider sales. Post-transaction reported direct ownership is 27,529.5056 shares and indirect holdings are itemized as 4,895.7069, 4,408.4867, and 2,562.2551. From a financial perspective, these disclosures are routine and provide transparency on insider liquidity events without indicating material corporate developments.

Corporate Governance Expert

TL;DR Disclosure complies with Section 16 reporting norms; sale labelled as tax-related suggests permitted, non-speculative disposition.

The Form 4 identifies the reporting person as an officer and director and records sales executed 08/21/2025, with the form signed by an attorney-in-fact on 08/22/2025. The reason provided—shares sold to cover taxes on a stock award—aligns with accepted practices for withholding-related sales. The report separately lists direct and indirect beneficial ownership amounts, enhancing clarity for governance oversight. There is no indication of accelerated dispositions or atypical timing in the filing text itself.

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^*

Keith R. Alexandra

(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)
	CEO - Beauty

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		S		10,697(1)	D	$158.159	27,529.5056	D
Common Stock	08/21/2025		S		766(1)	D	$158.1593	4,895.7069	I	By Spouse
Common Stock								4,408.4867	I	By Retirement Plan Trustee
Common Stock								2,562.2551	I	By Spouse, By Retirement Plan Trustee

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. Shares sold to cover taxes on Stock Award.

	/s/ Wednesday Shipp, attorney-in-fact for R. Alexandra Keith	08/22/2025
	** 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 insider sold shares in the Form 4 for PG?

The reporting person is Keith R. Alexandra, identified as an officer (CEO - Beauty) and director of Procter & Gamble Co.

How many shares were sold and at what prices on 08/21/2025?

Two sales were reported: 10,697 shares at $158.159 and 766 shares at $158.1593.

Why were the shares sold according to the Form 4?

The filing states the shares were sold to cover taxes on a stock award.

What were the reporting person’s beneficial holdings after the transactions?

The filing shows 27,529.5056 shares directly and indirect holdings of 4,895.7069, 4,408.4867, and 2,562.2551 shares across spouse and retirement plan trustee accounts.

When was the Form 4 signed?

The Form 4 was signed by an attorney-in-fact on 08/22/2025.