PPG Insider Filing: Juliane Hefel Receives 1.5655 Deferred Phantom Units

Rhea-AI Filing Summary

PPG Industries (PPG) Form 4: Senior Vice President Juliane M. Hefel was issued 1.5655 phantom stock units under PPG's Deferred Compensation Plan on 08/29/2025. Each phantom unit converts one-for-one into common stock when paid, and the filing lists a reference price of $111.23. After this grant, the reporting person is shown as beneficially owning 128.2171 phantom stock units in the plan. The filing notes these units are interests in an unfunded unitized stock-and-cash fund whose attributed share equivalent can change with the fair market value of PPG stock and cash balances. The units become payable after termination of employment.

Positive

• Retention-focused award: Grant of phantom stock units aligns executive pay with long-term shareholder value.
• No immediate dilution: Phantom units are unfunded and convert to shares only upon settlement, so no new shares were issued at grant.

Negative

• Deferred payout uncertainty: Final payout depends on future fair market value and cash fund composition, creating variability in eventual economic value.

Insights

Corporate Governance Expert

TL;DR: Routine deferred-compensation award to a senior officer; no immediate dilution and limited near-term market impact.

This Form 4 reports a non-cash grant of phantom stock units to a senior executive under the company's Deferred Compensation Plan. Phantom units are synthetic awards that track share value and do not represent issued common shares until settlement; the filing states a one-for-one conversion on payout and payment occurs after employment termination. The disclosure is standard for executive compensation and aligns with long-term retention incentives. There is no indication of exercised options, share issuance, or sale activity here, so the transaction is not dilutive at grant and is unlikely to be material to investors on its own.

Compensation Analyst

TL;DR: Small incremental award consistent with deferred pay philosophy; monitoring required only if aggregate awards grow materially.

The reported 1.5655 phantom units (post-grant total 128.2171) reflect participation in an unfunded stock-and-cash fund. The filing includes a reference value of $111.23 per unit, which indicates the economic exposure of the award at the reporting date. Because phantom units adjust with fair market value and cash allocations, final payout can vary. As a single routine grant to a senior officer, this is a limited corporate-governance signal focused on retention rather than extraordinary compensation changes.

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)
08/29/2025

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)	08/29/2025		A		1.5655		(2)	(2)	Common Stock	1.5655	$111.23	128.2171(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	09/02/2025
	** 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 transaction did Juliane M. Hefel report on PPG's Form 4?

The Form 4 reports an award of 1.5655 phantom stock units under PPG's Deferred Compensation Plan on 08/29/2025.

How many phantom stock units does Juliane M. Hefel beneficially own after the transaction?

The filing shows a total of 128.2171 phantom stock units held by the reporting person following the reported transaction.

Do the phantom stock units convert to common stock?

Yes. The filing states the security converts to common stock on a one-for-one basis upon payout.

What is the reference value per unit disclosed in the filing?

The filing lists a reference price of $111.23 per unit for the reported phantom stock unit transaction.

When are phantom stock units payable or exercisable?

The filing indicates the units are payable after termination of employment with PPG.