PPG Insider Filing: Juliane Hefel Adds 1.7312 Deferred-Comp Units

Rhea-AI Filing Summary

Juliane M. Hefel, Senior Vice President of Industrial Coatings & Specialty Products at PPG Industries (PPG), reported a Form 4 disclosing changes in her beneficial ownership tied to the company’s deferred compensation plan. On 09/15/2025 Ms. Hefel was credited with 1.7312 phantom stock units that convert one-for-one into PPG common shares and are valued at $109.45 per share on the transaction date. After the reported change she beneficially owns 130.7346 shares (direct). The units are held in PPG’s Deferred Compensation Plan, an unfunded unitized stock-and-cash fund whose share equivalents can fluctuate with PPG’s market value and cash holdings; the units convert to common stock after employment termination.

Positive

• Transparent disclosure of deferred compensation unit accrual and conversion mechanics
• Small, non-dilutive increase in reported beneficial ownership to 130.7346 shares

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider accrual of deferred-compensation phantom stock increases direct share equivalent holdings modestly; no market-moving event.

The Form 4 documents a non-cash accrual through the company’s Deferred Compensation Plan rather than an open-market trade. The reported 1.7312 phantom units represent a small incremental increase to Ms. Hefel’s direct beneficial ownership (to 130.7346 shares) and are tied to plan mechanics and PPG share price movements rather than active buying or selling. This is a common form of executive compensation and typically has limited immediate impact on market liquidity or control metrics. Materiality is low absent additional transactions or disclosures.

Compensation & Governance Specialist

TL;DR: Transaction reflects standard deferred-compensation accounting; governance implications are routine and non-adverse.

The filing clarifies that phantom stock units are unitized interests in an unfunded stock-and-cash fund and convert on a one-for-one basis to common stock upon termination of employment. Such arrangements align executive pay with shareholder returns without immediate share issuance. The disclosure is transparent about valuation linkage to market price ($109.45) and the plan’s variable nature. No governance concerns or unusual perquisites are evident from this entry alone.

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^*

Hefel Juliane M.

(Last) (First) (Middle)

PPG INDUSTRIES, INC.

ONE PPG PLACE

(Street)

PITTSBURGH PA 15272

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PPG INDUSTRIES INC [ PPG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. VP, Ind Coatings & Sp Prod

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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

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
Phantom Stock Units	(1)	09/15/2025		A		1.7312		(2)	(2)	Common Stock	1.7312	$109.45	130.7346(3)	D

Explanation of Responses:

1. The security converts to common stock on a one-for-one basis.

2. After termination of employment with PPG.

3. Total of all phantom stock units held by the reporting person in the PPG Industries, Inc. Deferred Compensation Plan. Phantom stock units represent interests in an unfunded unitized company stock fund comprised of stock and cash. The number of shares attributed to the reporting person as a Plan participant may change from time to time without the volition of the reporting person depending on the fair market value of the issuer's common stock and the amount of cash in the fund.

Remarks:

	/s/ Greg E. Gordon, Attorney-in-Fact for Juliane M. Hefel	09/16/2025
	** 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.
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 Juliane M. Hefel report on her Form 4 for PPG (PPG)?

She reported receipt of 1.7312 phantom stock units on 09/15/2025 that convert one-for-one into common shares and are valued at $109.45 per share.

How many shares does Ms. Hefel beneficially own after this Form 4?

Following the reported transaction she beneficially owns 130.7346 shares (direct).

What are phantom stock units in PPG’s filing?

The filing states they are interests in an unfunded unitized company stock fund comprised of stock and cash whose attributed share equivalents can change with market value and cash in the fund.

When do the phantom units convert to common stock?

The units convert to common stock on a one-for-one basis and convert after termination of employment with PPG, per the filing.

Who signed the Form 4 and when was it filed?

The form was signed by Greg E. Gordon, Attorney-in-Fact for Juliane M. Hefel on 09/16/2025.