Pritchard Marc S. 4

What Happened
Marc S. Pritchard, Chief Brand Officer of Procter & Gamble (PG), exercised 95,903 stock options and simultaneously sold the 95,903 resulting shares on January 23, 2026. He paid $80.29 per share to exercise (total exercise cost $7,700,052) and sold the shares at a weighted average price of $151.15 per share for gross proceeds of $14,495,690. The transaction structure (exercise followed by an immediate sale) is a cashless exercise—options were converted into shares and those shares were sold.

Key Details

• Transaction date: January 23, 2026 (Form 4 filed January 26, 2026; appears timely).
• Exercise: 95,903 shares at $80.29 each (total cost $7,700,052).
• Sale: 95,903 shares at a weighted average price of $151.15 (total proceeds $14,495,690). Price range per footnote F1: $150.36–$151.60; full per-price breakdown available on request.
• Net proceeds before taxes/fees (sale minus exercise cost): approximately $6.80M.
• Shares owned after the transaction: not reported in the provided excerpt.
• Footnote F2: reflects an adjustment to PST through December 31, 2025.
• Derivative reporting: a separate line shows the derivative (option) disposed at $0, consistent with exercising the option and selling the underlying shares.

Context
This was an option exercise immediately followed by a sale (cashless exercise), a common way for insiders to realize gains from vested equity. Such sales are routinely reported and do not, by themselves, indicate a change in the insider’s view of the company. The filing shows no 10b5‑1 plan or gift notation in the provided excerpt.