Procter & Gamble director receives 236 RSUs; dividend equivalents included

Rhea-AI Filing Summary

Christine M. McCarthy, a director of Procter & Gamble Co. (PG), reports a grant of 236 Restricted Stock Units (RSUs) on 09/09/2025 under the Procter & Gamble 2019 Stock & Incentive Compensation Plan. The RSUs were granted with a reported price of $0 and include dividend equivalents converted into additional RSUs. Following the grant, Ms. McCarthy beneficially owns 14,946.5131 shares (reported as direct ownership). The filing is signed by an attorney-in-fact on 09/10/2025 and includes the plan-based award disclosure in the explanatory notes.

Positive

• Director compensation aligned with shareholders through RSUs that vest with service, promoting long-term alignment
• Dividend equivalents included as RSUs preserve value and mirror shareholder returns

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity grant; aligns compensation with shareholder interests without immediate cash cost.

The reported transaction is a standard form of director compensation: 236 RSUs awarded under the company equity plan. RSUs granted at a $0 price indicate a service-based award rather than a purchase; dividend equivalents were converted into additional RSUs, modestly increasing the total reported beneficial ownership to 14,946.5131 shares. For governance review, this is a typical equity alignment mechanism and raises no immediate liquidity or dilution concern beyond routine plan authorizations.

Securities Analyst

TL;DR: Non-material stock-based award; unlikely to affect near-term valuation or trading.

From a market-impact perspective, a grant of 236 RSUs to a director is immaterial relative to P&G’s market capitalization. The form shows direct beneficial ownership and inclusion of dividend equivalents, consistent with common practices to preserve value for long-term alignment. There is no exercise price or sale reported, so no immediate share issuance or proceeds are associated with this filing.

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^*

McCarthy Christine M

(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		236	A	$0(1)	14,946.5131(2)	D

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 & Incentive Compensation Plan.

2. Total includes grant of dividend equivalents in the form of Restricted Stock Units.

	/s/ Wednesday Shipp, attorney-in-fact for Christine M. McCarthy	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 Christine M. McCarthy report on Form 4 for PG?

She reported a grant of 236 Restricted Stock Units on 09/09/2025 under the 2019 Stock & Incentive Compensation Plan.

How many shares does Ms. McCarthy beneficially own after the transaction?

The filing reports beneficial ownership of 14,946.5131 shares following the grant.

Was there any cash paid for the RSUs in the Form 4?

The transaction lists a price of $0, indicating the RSUs were granted rather than purchased.

Does the Form 4 indicate any sale or exercise of securities?

No. The filing reports an acquisition (code A) of RSUs and no dispositions, exercises, or sales.

When was the Form 4 signed and filed?

The signature on the form is dated 09/10/2025, executed by an attorney-in-fact for Christine M. McCarthy.