P&G (NYSE: PG) CLO Susan Whaley sells 1,809 shares, receives RSUs

Rhea-AI Filing Summary

PROCTER & GAMBLE Co executive Susan Street Whaley reported both a stock sale and an equity award. On February 19, 2026, she completed an open-market sale of 1,809 shares of common stock at an average price of $159.4551 per share.

After this sale, her directly held common stock position was 30,215.0293 shares. She also had 6,589.6417 shares held indirectly through a retirement plan trustee. On February 17, 2026, she acquired 11.485 restricted stock units at no cost, increasing her RSU balance to 65.1290 units, which are scheduled to settle in Procter & Gamble common stock, generally in connection with retirement.

Insider Trade Summary

Net Seller: 1,809 shares ($288,454)

Net Sell 3 txns

Insider Whaley Susan Street

Role Chief Legal Officer & Secy

Sold 1,809 shs ($288K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,809	$159.4551	$288K
holding	Common Stock	--	--	--
Grant/Award	Restricted Stock Units	11.485	$0.00	--

Holdings After Transaction: Common Stock — 30,215.029 shares (Direct); Common Stock — 6,589.642 shares (Indirect, By Retirement Plan Trustee); Restricted Stock Units — 65.129 shares (Direct)

Footnotes (1)

1. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock. Reflects adjustment to PST through December 31, 2025. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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)
02/19/2026

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	02/19/2026		S		1,809	D	$159.4551	30,215.0293(1)	D
Common Stock								6,589.6417(2)	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	(3)	02/17/2026		A	V	11.485		(4)	(4)	Common Stock	11.485	$0	65.129	D

Explanation of Responses:

1. Total includes grant of dividend equivalents in the form of Restricted Stock Units (RSU's) settled in common stock.

2. Reflects adjustment to PST through December 31, 2025.

3. 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.

4. 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	02/23/2026
	** 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 did P&G (PG) executive Susan Street Whaley report in this Form 4 filing?

She reported an open-market sale of 1,809 shares of Procter & Gamble common stock and a small grant of 11.485 restricted stock units, along with updated direct, indirect, and RSU holdings following these transactions.

How many Procter & Gamble (PG) shares did Susan Street Whaley sell and at what price?

She sold 1,809 shares of Procter & Gamble common stock in an open-market transaction at an average price of $159.4551 per share, as reported in the Form 4 insider trading disclosure.

What are Susan Street Whaley’s direct and indirect PG share holdings after the reported transactions?

After the transactions, she directly held 30,215.0293 Procter & Gamble common shares and indirectly held 6,589.6417 shares through a retirement plan trustee, according to the ownership figures disclosed.

What restricted stock unit activity did Susan Street Whaley report for Procter & Gamble (PG)?

She reported an acquisition of 11.485 restricted stock units at no cost on February 17, 2026, bringing her total RSU holdings to 65.1290 units, which are designed to settle in Procter & Gamble common stock.

How are Susan Street Whaley’s indirect PG holdings structured in this insider report?

Her indirect Procter & Gamble holdings are listed as 6,589.6417 common shares held “By Retirement Plan Trustee,” indicating shares associated with a retirement plan account rather than directly registered in her own name.