Form 4: P&G CEO Moeller Reports Routine Stock Transactions

Procter & Gamble CEO Jon R. Moeller reported multiple transactions involving common stock and restricted stock units, primarily related to tax withholdings and retirement plan awards.

Summary

• Jon R. Moeller, Chairman, President, and CEO of Procter & Gamble Co (PG), reported several transactions involving the company's common stock and derivative securities.
• Transactions included the disposition of 719.07, 159.14, and 151.08 shares of common stock on December 3, 2025, to cover taxes on previous Restricted Stock Unit (RSU) grants, each at a price of $144.35 per share.
• An acquisition of 159.14 shares of common stock occurred on December 3, 2025, via the exercise/conversion of a derivative security, also at a price of $144.35 per share.
• Moeller acquired 244.1113 Restricted Stock Units on November 17, 2025, as dividend equivalents pursuant to the issuer's retirement program.
• An additional 159.14 Restricted Stock Units were acquired on December 3, 2025, as a retirement award, representing a contingent right to receive P&G common stock or cash settlement.
• Following these transactions, direct beneficial ownership of common stock stands at 319,384.99 shares.
• Indirect beneficial ownership includes 24,767.7039 shares held by Retirement Plan Trustees and 35,421.5707 shares held by a spouse.
• Direct beneficial ownership of derivative securities (Restricted Stock Units) totals 6,860.6224 units and 2,083.86 units.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to executive compensation, including tax withholdings on Restricted Stock Unit grants and the exercise of derivative securities, which are standard and do not indicate a significant positive or negative shift in sentiment.

Positives

• Acquisition of 159.14 shares of common stock through the exercise/conversion of derivative securities on December 3, 2025.
• Grant of 244.1113 Restricted Stock Units as dividend equivalents on November 17, 2025, increasing potential future share ownership.
• Grant of 159.14 Restricted Stock Units as a retirement award on December 3, 2025, further aligning executive interests with shareholder value.

Negatives

• Disposition of 719.07 shares of common stock on December 3, 2025, to cover taxes on a previous RSU grant.
• Disposition of 159.14 shares of common stock on December 3, 2025, to cover taxes on a previous RSU grant.
• Disposition of 151.08 shares of common stock on December 3, 2025, to cover taxes on a previous RSU grant.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Indirect beneficial ownership of 24,767.7039 shares of Common Stock by Retirement Plan Trustees.
• Indirect beneficial ownership of 35,421.5707 shares of Common Stock by spouse.

Next Steps

• Restricted Stock Units will deliver in shares upon retirement from the company, unless delivery is deferred or shares are contributed to the reporting person's deferred compensation account.

Key Dates

Recommendation

This Form 4 filing details routine executive stock transactions, primarily related to tax withholdings on Restricted Stock Unit grants and the exercise of derivative securities. It does not provide new material information that would alter the investment thesis for Procter & Gamble, thus a 'hold' recommendation is maintained.

Keywords

Procter & Gamble, PG, Jon R. Moeller, Insider Trading, Form 4, Common Stock, Restricted Stock Units, Executive Compensation, Stock Transactions