Procter & Gamble (PG) Officer Receives RSUs and Sells Shares for Taxes

Rhea-AI Filing Summary

Procter & Gamble (PG) insider filing shows officer Balaji Purushothaman received equity and made a small sale. On 08/18/2025 Mr. Purushothaman was granted 2,019 shares as a stock award under the issuer's 2019 Stock and Incentive Compensation Plan, recorded at $0 per share, bringing his direct beneficial ownership to 13,712.0044 shares (total includes dividend-equivalent RSUs settled in common stock). On 08/19/2025 he sold 606 shares at $157.2738 to cover taxes, reducing direct ownership to 13,106.0044 shares. He also has 5,112.6018 shares indirectly via a retirement plan trustee and holds dividend-equivalent RSUs that will deliver shares on retirement unless deferred.

Positive

• Equity award of 2,019 shares under the 2019 Stock and Incentive Compensation Plan, indicating continued executive compensation alignment with shareholders.
• Indirect retirement-plan holdings of 5,112.6018 shares and RSUs deliverable on retirement signal long-term retention incentives.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine officer equity grant and tax-related sell; governance signal of retention, not an unusual liquidity event.

The Form 4 discloses a standard equity award under the 2019 compensation plan and a subsequent small disposition to satisfy tax withholding. The grant was recorded at $0 consistent with RSU accounting and included dividend equivalents settled in stock. The presence of indirect holdings through a retirement plan trustee and RSUs that vest on retirement suggests long-term alignment with shareholders rather than immediate monetization. This filing does not indicate a change in control or unusual insider disposition.

Executive Compensation Analyst

TL;DR: Compensation mix includes retirement RSUs and an active award; sale was explicitly to cover taxes.

The size of the award (2,019 shares) and inclusion of dividend-equivalent RSUs are consistent with routine annual or event-driven compensation for a senior HR officer. The disposition of 606 shares at $157.2738 is documented as a tax-cover sale, which is common when awards vest. Indirect holdings of 5,112.6018 shares via the retirement plan increase total economic stake and imply retention-oriented compensation design. No one-time cash outs or material departures are evidenced.

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

OMB Number:			3235-0287
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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^*

Purushothaman Balaji

(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 Human Resources Officer

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		2,019	A	$0(1)	13,712.0044(2)	D
Common Stock	08/19/2025		S		606(3)	D	$157.2738	13,106.0044	D
Common Stock								5,112.6018	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	5.3773		(5)	(5)	Common Stock	5.3773	$0	29.0802	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, as Attorney-in-fact for Balaji Purushothaman	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 Balaji Purushothaman report on Form 4 for PG?

The filing reports a 2,019-share stock award on 08/18/2025 and a sale of 606 shares on 08/19/2025 at $157.2738.

Why were 606 shares sold by the reporting person?

The filing states the 606 shares were sold to cover taxes on the stock award.

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

After the transactions the reporting person directly beneficially owned 13,106.0044 shares and indirectly beneficially owned 5,112.6018 shares via a retirement plan trustee.

What is the nature of the 2,019-share award reported?

The 2,019 shares were a stock award pursuant to the issuer's 2019 Stock and Incentive Compensation Plan, recorded at $0 per share in the filing.

Are there any deferred or retirement-related RSUs disclosed?

Yes. The filing discloses dividend equivalents in the form of RSUs under the retirement program that will deliver shares on retirement unless deferred.