Procter & Gamble insider Whaley receives RSUs, sells shares for taxes

Rhea-AI Filing Summary

Susan Street Whaley, Chief Legal Officer and Secretary of Procter & Gamble Company (PG), reported changes in her beneficial ownership through Form 4 filings executed by attorney-in-fact. On 08/18/2025 she was awarded 15,811 shares under the issuer's 2019 Stock and Incentive Compensation Plan at no cash price, increasing her reported holdings; dividend equivalents in the form of RSUs were included in the total. On 08/19/2025 she sold 6,167 shares at an average price of $157.2738 per share to cover taxes related to the award. The filing also shows 6,477.4515 shares indirectly held by a retirement plan trustee and RSU units that will deliver shares on retirement. The Form 4 was signed on behalf of Ms. Whaley by an attorney-in-fact on 08/20/2025.

Insights

Securities Analyst

TL;DR: Routine equity compensation grant with a tax-cover sale; no material directional change to insider stake.

The 08/18/2025 stock award of 15,811 shares under the 2019 plan and associated dividend-equivalent RSUs represent standard executive compensation and retention mechanics. The subsequent 08/19/2025 sale of 6,167 shares at $157.2738 per share is disclosed as a tax-withholding sale tied to that award, which is common practice and typically not a signal of company-specific concerns. Indirect holdings via the retirement plan trustee amount to 6,477.4515 shares, and contingent RSUs will convert to shares on retirement unless deferred. Overall, these transactions appear administrative and compensation-related rather than value-driven trades.

Corporate Governance Expert

TL;DR: Compensation and tax-withholding transactions consistent with governance practices; disclosures are complete.

The filing properly discloses a grant under the companys 2019 Stock and Incentive Compensation Plan, dividend equivalents settled as RSUs, and a contemporaneous sale to satisfy tax obligations. The use of an attorney-in-fact signature is documented. Indirect ownership via the retirement plan trustee and the contingent nature of retirement-settled RSUs are clearly stated. These elements align with standard executive compensation administration and appear to follow required Section 16 reporting protocols.

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^*

Whaley Susan Street

(Last) (First) (Middle)

1 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)
	Chief Legal Officer & Secy

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		15,811	A	$0(1)	35,602.8354(2)	D
Common Stock	08/19/2025		S		6,167(3)	D	$157.2738	29,435.8354	D
Common Stock								6,477.4515	I	By Retirement Plan Trustee

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	(4)	08/15/2025		A	V	6.8713		(5)	(5)	Common Stock	6.8713	$0	40.7596	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) settled in common stock.

3. Shares sold to cover taxes on Stock Award.

4. 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.

5. 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 Susan Street Whaley	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.
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 transactions did PG insider Susan Street Whaley report on Form 4?

The filing reports an 08/18/2025 award of 15,811 common shares (stock award) and an 08/19/2025 sale of 6,167 shares at $157.2738 per share to cover taxes.

Were dividend equivalents included in the reported transactions for PG (ticker PG)?

Yes. The report states dividend equivalents were granted in the form of Restricted Stock Units (RSUs) that settle in common stock and are included in the total ownership reported.

How many shares does Susan Street Whaley beneficially own after these transactions?

The Form 4 shows 29,435.8354 shares held directly following the sale and additional indirect holdings of 6,477.4515 shares via a retirement plan trustee; RSU-related amounts are also listed separately.

Why were shares sold on 08/19/2025 according to the filing?

The filing explains that shares were sold to cover taxes on the stock award.

Will the RSUs convert to shares immediately?

The RSUs described as dividend equivalents will deliver shares on retirement, unless delivery is deferred or contributed to a deferred compensation account, per the filing.