Procter & Gamble Insider: RSU Award and Tax-Related Share Sale Reported

Rhea-AI Filing Summary

Procter & Gamble (PG) insider filing shows stock award and routine tax sale by an officer. The reporting person, Ma. Fatima Francisco, an officer (CEO - Baby, Fem & Family Care), received a stock award of 22,649 shares on 08/18/2025 under the issuer's 2019 Stock and Incentive Compensation Plan, including dividend-equivalent RSUs. On 08/19/2025 she sold 9,100 shares at $157.2738 per share to cover taxes. Following these transactions, she beneficially owns 36,395.0856 shares directly and an additional 18,696.015 shares indirectly (15,866.8034 via retirement plan trustee and 2,829.2115 via spouse/retirement trustees). A small RSU grant of 50.2079 units was also reported.

Positive

• 22,649-share stock award under the 2019 Stock and Incentive Compensation Plan increases executive alignment with shareholders
• Dividend-equivalent RSUs included, which add to long-term, deferred compensation aligned with retention incentives
• Indirect holdings via retirement plan trustees indicate continued long-term ownership rather than immediate disposition

Negative

• 9,100-share sale on 08/19/2025 reduced direct holdings, though it is disclosed as a sell-to-cover for taxes
• Total direct beneficial ownership decreased from the immediate post-award level due to the tax-related sale

Insights

Corporate Governance Expert

TL;DR: Officer received incentive awards and completed a routine tax-related sale; overall insider activity appears standard for executive compensation.

The filing documents a standard equity-based compensation event and a subsequent sell-to-cover transaction. The 22,649-share award and included dividend-equivalent RSUs increase vested economic interest, while the 9,100-share sale reduced direct holdings to meet tax obligations. Indirect holdings via retirement plan trustees and spouse remain material to total beneficial ownership but reflect common post-award arrangements rather than change in control or extraordinary disposition.

Compensation Analyst

TL;DR: Equity award and RSU settlement align with typical long-term incentive delivery; sale size is limited and labeled for tax withholding.

The grant under the 2019 Stock and Incentive Compensation Plan and the separate RSUs from the retirement program indicate ongoing use of equity to retain executives. The disclosed price for the sell-to-cover provides a reference point for recent realized value. RSUs that convert on retirement signal deferred compensation structure rather than immediate dilution. No unusual timing or disclosure issues are evident in the report.

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^*

Francisco Ma. Fatima

(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 - Baby, Fem & Family Care

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		22,649	A	$0(1)	36,395.0856(2)	D
Common Stock	08/19/2025		S		9,100(3)	D	$157.2738	27,295.0856	D
Common Stock								15,866.8034	I	By Retirement Plan Trustee
Common Stock								2,829.2115	I	By Spouse, By Retirement Plan Trustees

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	50.2079		(5)	(5)	Common Stock	50.2079	$0	769.2154	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 Ma. Fatima Francisco	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 transactions did the Form 4 for PG report on August 18–19, 2025?

The filing reports a 22,649-share award on 08/18/2025 and a 9,100-share sale on 08/19/2025 at $157.2738 per share to cover taxes.

How many shares does the reporting person beneficially own after these transactions for PG?

After the transactions the reporting person beneficially owns 36,395.0856 shares directly and an indirect total of 18,696.015 shares (15,866.8034 via retirement plan trustee and 2,829.2115 via spouse/retirement trustees).

Were any derivative securities reported in the PG Form 4?

Yes. A small grant of 50.2079 restricted stock units (RSUs) was reported that will deliver shares on retirement or as deferred compensation.

What was the reason given for the 9,100-share sale in the PG filing?

The filing states the 9,100 shares were sold to cover taxes on the stock award.

Under which plan was the PG stock award issued?

The stock award was issued pursuant to the issuer's 2019 Stock and Incentive Compensation Plan.