PPG Insider Filing: Vincent Morales Reports Phantom Stock Acquisition

Rhea-AI Filing Summary

Vincent J. Morales, Senior VP & CFO of PPG Industries (PPG), reported on Form 4 an acquisition of phantom stock units under PPG's Deferred Compensation Plan dated 08/29/2025. The filing shows 26,995.989 phantom stock units beneficially owned following the transaction. Each phantom unit converts to one share of common stock on a one-for-one basis and the reported acquisition involved 14.5674 units at an indicated price of $111.23. The filing notes these units represent interests in an unfunded unitized company stock fund that may change in share equivalent based on the fair market value of PPG common stock and cash in the fund. The units are exercisable or convert after termination of employment.

Positive

• Executive alignment with shareholder value via acquisition of phantom stock units that track PPG common stock value
• Material disclosure of total holdings: reporting 26,995.989 phantom stock units provides transparency about executive exposure

Negative

• Conversion and payout are contingent on plan rules and occur after termination of employment, limiting immediate liquidity or voting impact

Insights

Financial Analyst

TL;DR: Routine executive deferred-compensation acquisition; increases insider exposure to PPG equity but remains subject to plan conversion and post-employment timing.

This Form 4 reports a non-cash, plan-based acquisition of phantom stock units rather than an open-market purchase. The reported 26,995.989 units reflect the total phantom holdings after adding 14.5674 units on 08/29/2025 at an indicated valuation of $111.23 per share equivalent. Because these are phantom units in an unfunded plan, they track the stock value and cash balance and convert one-for-one to common shares only under the plan terms, notably after termination of employment. For investors, this is a compensation-related alignment of executive pay with share performance rather than an immediate change to share count or open-market demand.

Corporate Governance Expert

TL;DR: Compensation deferral disclosed; no immediate share issuance and conversion is contingent on plan rules and employment status.

The filing documents a participation in the PPG Deferred Compensation Plan. Phantom stock units are typical long-term compensation vehicles that mirror equity performance without issuing shares today. Key governance points: the units are described as unfunded and convert one-for-one to common stock, and they become actionable after termination of employment, which imposes a vesting/trigger condition. The transaction was signed by an attorney-in-fact on 09/02/2025, consistent with procedural execution. This disclosure is standard and not indicative of unusual governance actions.

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)
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		14.5674		(2)	(2)	Common Stock	14.5674	$111.23	26,995.989(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	09/02/2025
	** 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 did Vincent J. Morales report on Form 4 for PPG (PPG)?

He reported the acquisition of phantom stock units under PPG's Deferred Compensation Plan on 08/29/2025, resulting in 26,995.989 units beneficially owned.

How many phantom stock units does Morales hold after the reported transaction?

The filing shows 26,995.989 phantom stock units beneficially owned following the acquisition.

Do the phantom stock units convert to actual PPG shares?

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

When are the phantom units exercisable or payable?

The filing specifies conversion/payment occurs after termination of employment.

What is the indicated per-share price in the Form 4 entry?

The entry shows an indicated price of $111.23 associated with the units on the transaction date.