Procter & Gamble officer sale: 10,194 shares to cover taxes

Rhea-AI Filing Summary

Gary A. Coombe, an officer (CEO - Grooming) of Procter & Gamble Co (PG), reported a sale of 10,194 shares of P&G common stock on 08/21/2025 at a price of $158.159 per share. After the sale, Mr. Coombe's direct beneficial ownership is reported as 34,978.145 shares. He also reports indirect holdings of 477.661 shares held by a retirement plan trustee and 1,295.35 shares held in an International Stock Ownership Plan and Pension Plan (Switzerland). The filing states the shares were sold to cover taxes on a stock award. The form was signed by an attorney-in-fact on behalf of Mr. Coombe on 08/22/2025.

Insights

Securities Analyst

TL;DR: Routine tax-covering insider sale; small relative to total outstanding shares and reported as Section 16 disclosure.

The filing documents an insider sale of 10,194 shares at $158.159 to cover tax obligations tied to a stock award. This is presented as a tax-related disposal rather than a discretionary liquidity event. The report details remaining direct and indirect holdings, which preserves transparency required under Section 16. Given the limited size disclosed and the stated tax purpose, the transaction appears procedural and not indicative of a material change in insider conviction.

Corporate Governance Expert

TL;DR: Disclosure complies with Form 4 requirements; explicit tax-sale explanation reduces governance concern.

The Form 4 includes the required identifiers, relationship to the issuer, transaction date, number of shares sold, price, and an explicit explanation that shares were sold to cover taxes on a stock award. The presence of an attorney-in-fact signature is properly noted. From a governance perspective, the clear explanation and timely filing support compliance and investor transparency. No additional governance red flags are evident from the document alone.

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

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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)
08/21/2025

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		10,194(1)	D	$158.159	34,978.145	D
Common Stock								477.661	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

Explanation of Responses:

1. Shares sold to cover taxes on Stock Award.

	/s/ Wednesday Shipp, attorney-in-fact for Gary A. Coombe	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 transaction did Gary A. Coombe report for PG?

He reported a sale of 10,194 shares of Procter & Gamble common stock on 08/21/2025 at $158.159 per share.

Why were the shares sold by Gary A. Coombe?

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

How many P&G shares does Gary A. Coombe beneficially own after the sale?

He reports 34,978.145 shares owned directly, plus indirect holdings of 477.661 and 1,295.35 shares via retirement and international plans.

What is Gary A. Coombe's role at Procter & Gamble?

He is listed as an Officer with the title CEO - Grooming.

When was the Form 4 signed and by whom?

The form was signed by Wednesday Shipp, attorney-in-fact for Gary A. Coombe, on 08/22/2025.