Procter & Gamble insider: 18,963 RSUs granted; 9,849 shares sold at $157.27

Rhea-AI Filing Summary

Marc S. Pritchard, Chief Brand Officer of Procter & Gamble (PG), reported equity activity in a Form 4 covering an 18,963-share grant of common stock-equivalent awards on 08/18/2025 and a subsequent sale of 9,849 shares on 08/19/2025 at $157.2738 per share. Following the grant, the report lists 192,270.8895 shares beneficially owned, which declined to 182,421.8895 after the sale. The filing shows additional indirect holdings: 107.032 shares each held via three daughter accounts, 47,439.3762 shares held by retirement plan trustees, and 602 shares held by his wife. The grant includes dividend-equivalent RSUs and tax-withholding sales to cover taxes.

Insights

Financial Analyst

TL;DR: Executive received an RSU grant and sold a portion to cover taxes; overall beneficial ownership remains substantial.

The 18,963-share award granted 08/18/2025 appears to be RSU-based compensation, including dividend equivalents settled in stock, which increases long-term alignment with shareholders. The 9,849-share sale on 08/19/2025 at $157.2738 is disclosed as a tax-withholding transaction, a routine post-grant sale that reduces reported holdings by about 5.1% of pre-sale beneficial ownership. The remaining direct and indirect holdings (including retirement plan and family accounts) keep the reporting person materially invested in PG.

Corporate Governance Expert

TL;DR: Compensation grant and related tax sale follow typical governance practices; disclosure appears complete.

The filing shows standard practice: issuance of restricted stock units and immediate sale of shares to satisfy withholding obligations. Indirect ownership through family and retirement plan trustees is properly disclosed. There are no indications in this Form 4 of unusual timing, patterned trading, or transactions under an indicated 10b5-1 plan; the report was executed by an attorney-in-fact, consistent with administrative filings.

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^*

Pritchard Marc S.

(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)
	Chief Brand 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		18,963	A	$0(1)	192,270.8895(2)	D
Common Stock	08/19/2025		S		9,849(3)	D	$157.2738	182,421.8895	D
Common Stock								107.032	I	By Daughter ACP
Common Stock								107.032	I	By Daughter CEP
Common Stock								107.032	I	By Daughter NJP
Common Stock								47,439.3762	I	By Retirement Plan Trustees
Common Stock								602	I	By Wife

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	233.4146		(5)	(5)	Common Stock	233.4146	$0	8,744.4013	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 Marc S. Pritchard	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 Marc S. Pritchard report in the PG Form 4?

The filing reports an 18,963-share award on 08/18/2025 and a sale of 9,849 shares on 08/19/2025 at $157.2738 per share.

How many PG shares did Marc Pritchard beneficially own after these transactions?

The report shows 182,421.8895 shares beneficially owned following the 08/19/2025 sale.

Were the granted shares RSUs or stock options in the PG Form 4?

The filing states the award consists of Restricted Stock Units (RSUs), including dividend equivalents settled in common stock.

Why were shares sold immediately after the grant in the PG Form 4?

The filing explains shares sold to cover taxes on the stock award, a routine tax-withholding sale following RSU settlements.

Does the Form 4 disclose indirect holdings for Marc Pritchard at PG?

Yes. It discloses indirect holdings including 107.032 shares in three daughter accounts, 47,439.3762 shares by retirement plan trustees, and 602 shares by his wife.