PPG Form 4: HR Chief Robert Massy credited phantom stock units

Rhea-AI Filing Summary

Robert L. Massy, Sr. VP and Chief HR Officer and a director of PPG Industries, reported a change in beneficial ownership on Form 4 dated 08/15/2025. The filing shows an acquisition of phantom stock units credited at 0.0712 units (transaction coded A) with a price listed as $111.8. After the reported transaction the filing shows 44.8087 shares (or share-equivalents) beneficially owned by Massy in a deferred compensation plan. The phantom units convert to common stock one-for-one and are payable after termination of employment. The form was signed by an attorney-in-fact on behalf of Massy on 08/18/2025.

Positive

• Disclosure clarity: The filing clearly states conversion terms (one-for-one) and that units are held in the Deferred Compensation Plan.
• Modest change in ownership: Post-transaction beneficial ownership is specified as 44.8087 share-equivalents, indicating transparency about the insider's position.

Negative

• No material negative developments reported: The transaction is a plan credit/phantom unit allocation and does not indicate sales, dilution, or governance shifts.

Insights

Securities Analyst

TL;DR: Insider received a small allocation of phantom stock units that convert one-for-one to shares, increasing reported beneficial ownership modestly.

The filing documents a routine grant/allocation of phantom stock units under PPG's deferred compensation plan rather than an open-market purchase or sale. The units are described as interests in an unfunded unitized company stock fund and may fluctuate with the plan's composition of stock and cash. The 0.0712 unit amount in the transaction and the post-transaction total of 44.8087 indicate the change is immaterial to overall outstanding common equity; the filing contains no cash exercise or sale transaction and no change to direct governance rights at this time.

Corporate Governance Expert

TL;DR: Disclosure appears complete for this type of deferred compensation credit; no red flags or material governance changes disclosed.

The Form 4 provides required detail on the nature of the phantom stock units, conversion mechanics (one-for-one to common stock), and timing (payable after termination). It clarifies the units are held in the company's Deferred Compensation Plan and that share-equivalents can change with fair market value and cash in the fund. There is no indication of related-party transactions or adjustments beyond routine plan accounting in the filing.

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^*

Massy Robert L.

(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 and Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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)	08/15/2025		A		0.0712		(2)	(2)	Common Stock	0.0712	$111.8	44.8087(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 Robert L. Massy	08/18/2025
	** 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 Robert L. Massy report on the Form 4 for PPG (PPG)?

The Form 4 reports an acquisition of phantom stock units on 08/15/2025, with post-transaction beneficial ownership of 44.8087 share-equivalents.

How do the phantom stock units in this filing convert to PPG common stock?

The filing states the phantom stock units convert to common stock on a one-for-one basis.

When are the phantom stock units payable according to the filing?

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

What price is shown for the reported transaction on the Form 4?

The filing lists a price of $111.8 associated with the reported phantom stock unit allocation.

Who signed the Form 4 for Robert L. Massy and when?

The form was signed by Greg E. Gordon, Attorney-in-Fact for Robert L. Massy on 08/18/2025.