Procter & Gamble insider Gary Coombe receives RSUs and 22,959 stock award

Rhea-AI Filing Summary

Gary A. Coombe, identified as an officer (CEO - Grooming) of Procter & Gamble (PG), reported equity transactions dated 08/18/2025. He acquired 22,959 shares of PG common stock as a stock award with a reported price of $0, increasing his direct beneficial ownership to 45,172.145 shares. The filing also shows 477.661 shares held indirectly by a Retirement Plan Trustee and 1,295.35 shares indirectly through the International Stock Ownership Plan & Pension Plan (Switzerland). Separately, 53.7858 Restricted Stock Units (RSUs) were recorded as acquired (dividend equivalents) that will deliver shares on retirement, and the filing reports 1,053.677 derivative units beneficially owned following the transaction. The transaction was signed by an attorney-in-fact on 08/20/2025.

Positive

• Increase in direct ownership via a stock award of 22,959 shares, raising direct beneficial holdings to 45,172.145 shares
• Use of long-term incentive plans: dividend equivalents were granted as RSUs that convert to shares on retirement, aligning executive compensation with long-term shareholder value

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider received a stock award and RSUs, modestly increasing direct ownership in PG.

From a securities perspective, the Form 4 documents a non-cash equity grant: 22,959 shares reported as acquired at a price of $0, consistent with a stock award under the issuer's compensation plan. The filing separates direct holdings (45,172.145 shares) and indirect holdings via retirement and international plans (totaling 1,772. ...Correction: indirect totals show 477.661 and 1,295.35 shares). The RSUs (53.7858) are contingent and will convert to shares on retirement or be deferred, which affects long-term alignment rather than immediate market supply. No cash sale or exercise activity is reported, so there is no immediate liquidity event reflected.

Corporate Governance Expert

TL;DR: Routine compensation-related disclosure; shows alignment with long-term incentive plans, no red flags.

The report appears to be a standard disclosure of compensation-related equity grants and dividend-equivalent RSUs under Procter & Gamble’s plans. The filings clarify the nature of indirect ownership through retirement and international plans and note that RSUs will deliver shares upon retirement or can be deferred. The signature by an attorney-in-fact is properly noted. There are no indications of unusual transactions, pledging, or derivative exercises that would raise governance concerns.

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)
08/18/2025

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	08/18/2025		A		22,959	A	$0(1)	45,172.145(2)	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
Restricted Stock Units	(3)	08/15/2025		A	V	53.7858		(4)	(4)	Common Stock	53.7858	$0	1,053.677	D

Explanation of Responses:

1. Stock award pursuant to issuer's 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.

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.

	/s/ Wednesday Shipp, attorney-in-fact for Gary A. Coombe	08/20/2025
	** 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

What did Gary A. Coombe report on Form 4 for PG?

He reported receiving 22,959 shares as a stock award and 53.7858 RSUs (dividend equivalents) on 08/18/2025, increasing direct ownership to 45,172.145 shares.

Were any shares sold by Gary A. Coombe in this filing?

No. The Form 4 shows acquisitions (code A) and no dispositions; the reported price for the stock award is $0.

What indirect holdings does the filing disclose for Gary A. Coombe?

The filing discloses 477.661 shares held indirectly by a Retirement Plan Trustee and 1,295.35 shares indirectly via the International Stock Ownership Plan & Pension Plan (Switzerland).

When will the RSUs deliver shares according to the filing?

The RSUs are contingent and "will deliver in shares on retirement," unless delivery is deferred or contributed to a deferred compensation account, per the explanations in the filing.

Who signed the Form 4 and when?

The form was signed by an attorney-in-fact, Wednesday Shipp, on 08/20/2025.