PPG Insider Filing: 24.703 Phantom Stock Units Reported by Director

Rhea-AI Filing Summary

PPG Industries insider report: Chris Roberts III, a director of PPG Industries (PPG), reported on 09/12/2025 the acquisition of 24.703 phantom stock units under the PPG Deferred Compensation Plan for Directors. Each phantom unit converts to one share of common stock on a one-for-one basis. The report shows a reference price of $110.72 and indicates 2,094.4913 shares beneficially owned by the reporting person following the transaction. The filing notes phantom units represent interests in an unfunded unitized stock fund comprised of stock and cash and that the number of shares attributed may change with the fund's fair market value. The form was signed via attorney-in-fact on 09/15/2025.

Positive

• Director participation in deferred compensation plan aligns executive compensation with shareholder value via phantom stock units
• Phantom units convert one-for-one to common stock, making economic exposure transparent

Negative

• Conversion tied to termination of service means units are not immediately liquid and may not impact current voting or liquidity

Insights

Corporate Governance Expert

TL;DR: Director deferred-compensation units reported; conversion tied to service termination, aligning compensation with shareholder value.

The filing documents that Chris Roberts III received 24.703 phantom stock units in the director deferred compensation plan. These units convert one-for-one into common shares and are tracked as interests in an unfunded stock-and-cash fund, meaning the ultimate share count can fluctuate with market value and cash allocations. The note that conversion occurs after termination of service indicates these are retention-style awards rather than immediately liquid equity. For governance, this structure aligns long-term director incentives with shareholder outcomes while preserving company cash flow.

Securities Analyst

TL;DR: Small, non-cash equity-linked units added; immaterial change to outstanding float but affects director economic exposure.

The transaction reports 24.703 phantom units at a reference price of $110.72, yielding an indicated beneficial ownership of 2,094.4913 shares for the reporting person. The units are derivative in nature (phantom stock) and convert on a one-for-one basis to common stock, with conversion tied to termination of director service. From a market-impact perspective, the magnitude is minimal relative to a large-cap issuer like PPG, so this does not materially affect outstanding share count today, but it does modestly increase the director's economic alignment with future share performance.

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
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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^*

Roberts III Chris

(Last) (First) (Middle)

C/O 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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
Phamtom Stock Units	(1)	09/12/2025		A		24.703		(2)	(2)	Common Stock	24.703	$110.72	2,094.4913(3)	D

Explanation of Responses:

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

2. After termination of service as a Director of PPG Industries, Inc.

3. Total of all phantom stock units held by the reporting person in the PPG Industries, Inc. Deferred Compensation Plan for Directors. 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 Chris Roberts III	09/15/2025
	** 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 Chris Roberts III report in the Form 4 for PPG (PPG)?

He reported acquisition of 24.703 phantom stock units under the PPG Deferred Compensation Plan for Directors on 09/12/2025.

How many shares does the filing show beneficially owned after the transaction?

The filing shows 2,094.4913 shares beneficially owned by the reporting person following the reported transaction(s).

What is the conversion rate and price for the phantom stock units?

Phantom stock units convert one-for-one into common stock; the filing references a price of $110.72.

When will the phantom stock units convert into common shares?

The filing states conversion to common stock occurs after termination of service as a Director of PPG Industries, Inc.

Who signed the Form 4 for Chris Roberts III?

The form was signed by Greg E. Gordon, Attorney-in-Fact for Chris Roberts III on 09/15/2025.