Procter & Gamble director receives RSU grant; 43.4k shares owned

Rhea-AI Filing Summary

Terry J. Lundgren, a director of Procter & Gamble (PG), was awarded 220 restricted stock units (RSUs) on 09/09/2025 under the company's 2019 Stock and Incentive Compensation Plan. The RSUs were granted at a $0 per-share price as dividend-equivalent RSUs and are reported as 220 units added to his holdings. Following the transaction, Mr. Lundgren beneficially owns a total of 43,397.6912 shares, which includes RSU dividend equivalents and shares from the issuer's dividend reinvestment plan. Additionally, 530 shares are reported as indirectly held by his spouse.

Positive

• Director alignment: Receipt of 220 RSUs reinforces alignment of the director's interests with shareholders through equity compensation.
• Increased beneficial ownership: Total reported beneficial ownership of 43,397.6912 shares (including dividend reinvestment) indicates substantial existing stake.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received a modest RSU grant, increasing beneficial ownership to ~43.4k shares; includes dividend equivalents and spousal holdings.

The filing documents a non-cash equity award to a sitting director under the company's incentive plan, recorded as 220 RSUs. The grant price is reported as $0 because these units are dividend equivalents rather than an open-market purchase. The reporting aggregates multiple sources of ownership including dividend reinvestment plan shares, resulting in a total beneficial position of 43,397.6912 shares. Spousal indirect ownership of 530 shares is separately disclosed, consistent with Section 16 reporting rules.

Securities Analyst

TL;DR: Transaction is routine director compensation in equity form; it modestly increases insider stake but presents no cash flow or dilution signal.

The movement reflects a typical equity grant to align director interests with shareholders. The RSU grant size (220 units) is small relative to the reported total beneficial ownership, indicating a marginal change in insider exposure. The $0 price notation and explanatory text confirm these are dividend-equivalent RSUs and reinvested dividends, not an open-market acquisition. No derivative transactions or dispositions are reported.

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^*

LUNDGREN TERRY J

(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		220	A	$0(1)	43,397.6912(2)	D
Common Stock								530	I	Shares Held 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

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 (RSU's) and shares acquired through the issuer's dividend reinvestment plan.

	/s/ Wednesday Shipp, attorney-in-fact for Terry J. Lundgren	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 did Terry J. Lundgren report on Form 4 for PG?

He reported an award of 220 restricted stock units (RSUs) on 09/09/2025 under the Procter & Gamble 2019 Stock and Incentive Compensation Plan.

How many shares does the reporting person beneficially own after the transaction?

The filing states a total beneficial ownership of 43,397.6912 shares, which includes RSU dividend equivalents and shares from the dividend reinvestment plan.

Were any shares reported as indirectly owned?

Yes. The filing discloses 530 shares as indirectly held by the reporting person's spouse.

What was the purchase or grant price for the RSUs?

The RSUs are reported with a price of $0, with an explanation that these were dividend equivalents and part of the RSU award.

Does the Form 4 report any derivative transactions or sales?

No. The filing shows only non-derivative securities acquired (RSUs) and does not report any derivative transactions or dispositions.