Procter & Gamble insider report: Coombe adds 891 RSUs, 22,130 shares owned

Rhea-AI Filing Summary

Procter & Gamble (PG) Form 4 – insider activity

Gary A. Coombe, CEO-Grooming, reported two equity awards. On 08/07/2025 he received 891 Restricted Stock Units (RSUs) as a retirement award; on 05/15/2025 he was credited with 51.4746 RSUs as dividend equivalents. Both awards were granted at $0 cost and will settle in PG common shares at, or after, retirement.

Post-transaction holdings

• Direct common stock: 22,130.2107 shares
• Indirect common stock: 477.661 shares (retirement plan) and 1,295.35 shares (international plans)
• Derivative (RSUs): 999.8912 units from prior awards plus the new 891-unit retirement award

No open-market purchases or sales were executed; the filing reflects routine equity compensation that modestly increases insider alignment but has no material impact on PG’s financials.

Insights

Securities Analyst

TL;DR: Routine equity grants; no trading signal or financial impact.

The filing shows standard RSU accruals for a senior executive. Because the shares were awarded at no cost and will vest or settle only at retirement, there is no immediate dilution or cash implication for PG. Coombe’s increased direct ownership to ~22.1k shares plus 1.77k indirect shares, and derivative exposure near 1.9k RSUs, reinforces management’s equity stake but is immaterial relative to PG’s 2.36 bn shares outstanding. The absence of sales suggests continued confidence, yet the scale is far too small to influence valuation or liquidity. I classify the disclosure as neutral/not impactful for investors.

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
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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^*

Coombe Gary A

(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 - Grooming

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

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								22,130.2107(1)	D
Common Stock								477.661(2)	I	By Retirement Plan Trustee
Common Stock								1,295.35	I	International Stock Ownership Plan & Pension Plan (Switzerland)

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	(3)	05/15/2025		A	V	51.4746		(4)	(4)	Common Stock	51.4746	$0	999.8912	D
Restricted Stock Units	(5)	08/07/2025		A		891		(4)	(4)	Common Stock	891	$0	891	D

Explanation of Responses:

1. 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.

2. Reflects adjustment to PST through June 30, 2025.

3. 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.

4. 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.

5. Retirement award in the form of Restricted Stock Units which represent a contingent right to receive P&G common stock or cash settlement. Amount and price computed per benefit formula for plan year ended 6/30/2025.

	/s/ Wednesday Shipp, attorney-in-fact for Gary A. Coombe	08/07/2025
	** 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

How many Procter & Gamble shares does Gary Coombe now own?

After the reported transactions, he holds 22,130.2107 direct shares and about 1,773 indirect shares through benefit plans.

What securities were acquired in the Form 4 dated 08/07/2025?

Coombe received 891 Restricted Stock Units as a retirement award plus 51.4746 RSUs as dividend equivalents.

Was any cash paid for the RSUs disclosed in the filing?

No. The RSUs were granted at $0 cost as part of benefit and retirement programs.

Does the Form 4 indicate any sale of PG shares by the insider?

No sales are reported; the filing only records awards of additional RSUs.

What is the effective transaction date for the new RSU award?

The retirement award of 891 RSUs is dated 08/07/2025.

What is Gary Coombe’s position at Procter & Gamble?

He is Chief Executive Officer – Grooming.