PPG Insider Filing: Vincent J. Morales Receives Phantom Units on 09/15/2025

Rhea-AI Filing Summary

Vincent J. Morales, Senior VP & CFO of PPG Industries (PPG), reported a grant of phantom stock units on 09/15/2025. The report shows 19.3596 phantom stock units acquired at a reference price of $109.45, with 27,184.8703 shares reported as beneficially owned following the transaction. The filing states each phantom unit converts to one share of common stock on a one-for-one basis and that conversion or payout occurs after termination of employment. The units are held in PPG’s Deferred Compensation Plan and represent interests in a unitized stock-and-cash fund whose attributed share count may change with the fund’s fair market value and cash components.

Positive

• Grant aligns executive compensation with shareholder value by using phantom units tied to a stock-and-cash fund
• Units convert one-for-one to common stock, providing a clear conversion mechanism
• Held in a deferred compensation plan, indicating long-term retention and deferral of payout

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine deferred-compensation grant to a senior executive; not an open-market purchase or sale and appears nondilutive until conversion.

This Form 4 documents a grant of phantom stock units to the CFO under PPG’s Deferred Compensation Plan. Phantom units track an unfunded fund composed of stock and cash and convert one-for-one to common shares upon termination. The filing reports the accrual-style award amount, a unit reference price of $109.45, and the total units attributable after the transaction. For investors, this is a compensation accounting/recording event rather than an active market trade; its accounting and cash-settlement mechanics determine eventual dilution and timing.

Compensation & Benefits Specialist

TL;DR: Deferred-compensation phantom units reflect long-term incentive design and vest/convert on employment termination per plan rules.

The disclosure indicates these are phantom stock units in an unfunded unitized company stock fund, which can fluctuate in reported share equivalents as fund value and cash components change. Conversion is one-for-one to common stock and is triggered after employment termination, consistent with deferred compensation practices to retain executives and align pay with shareholder outcomes. The filing provides plan mechanics but no explicit vesting schedule or payout timing beyond the post-termination conversion note.

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^*

Morales Vincent J

(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)
	Senior VP & CFO

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		19.3596		(2)	(2)	Common Stock	19.3596	$109.45	27,184.8703(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 Vincent J. Morales	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 transaction did Vincent J. Morales (PPG) report on Form 4 dated 09/15/2025?

The Form 4 reports an acquisition of 19.3596 phantom stock units on 09/15/2025, with a reference price of $109.45.

How many shares does Vincent J. Morales beneficially own after this transaction?

The filing shows 27,184.8703 shares (or share equivalents) beneficially owned following the reported transaction.

When do the phantom stock units convert to common stock?

The filing states the phantom stock units convert to common stock on a one-for-one basis and conversion/payout occurs after termination of employment.

What are phantom stock units in PPG’s Deferred Compensation Plan?

They are interests in an unfunded unitized company stock fund comprised of stock and cash; the attributed share count may change with the fund’s fair market value and cash in the fund.

Does this Form 4 reflect an open-market purchase or sale?

No. The Form 4 documents a grant/accrual of phantom stock units under the Deferred Compensation Plan, not an open-market trade.