PPG Insider Filing: 608.39 Phantom Units Reported by Sr. VP & GC

Rhea-AI Filing Summary

Anne M. Foulkes, Sr. VP and General Counsel of PPG Industries (PPG), reported an acquisition of phantom stock units under the PPG Deferred Compensation Plan on 09/12/2025. The filing shows an acquisition (code A) of phantom stock units representing 3.5944 shares with an attributed per-share value of $110.72, and total phantom units held by the reporting person after the transaction of 608.3907 (direct ownership). The form clarifies these phantom units convert one-for-one into common stock and are payable after termination of employment. The number of attributed shares may fluctuate based on the funds fair market value and cash components. The filing was signed by an attorney-in-fact on 09/15/2025.

Positive

• Acquisition of phantom stock units aligns executive compensation with company equity performance
• Total holdings reported: 608.3907 phantom units, indicating meaningful deferred equity exposure
• Per-share valuation noted at $110.72, providing transparency on plan valuation at transaction date

Negative

• Phantom units payable after termination, so they do not represent immediately tradeable shares
• Number of attributed shares may fluctuate without the reporting person's control, adding valuation variability

Insights

Financial Analyst

TL;DR: Routine executive deferred-compensation accrual; modest investor relevance absent broader insider patterns.

The Form 4 documents a non-cash accrual within PPG's deferred compensation plan rather than an open-market purchase or sale. Phantom stock units increase the reporting officers exposure to PPG equity value but are payable after termination, so they do not immediately change outstanding shares. The disclosed per-share value of $110.72 provides a snapshot of plan valuation on the transaction date. For investors, this is a disclosure of executive compensation alignment with shareholder value rather than a material capital-market event. Impact rating: 0.

Corporate Governance Expert

TL;DR: Compensation-related filing showing deferred-equity accrual; governance implications are limited and procedural.

This filing records phantom stock unit accruals under the companys deferred compensation plan and notes conversion to common stock occurs one-for-one upon payout after employment termination. The report is consistent with standard executive deferred-pay structures and includes the required explanations about valuation variability. No exercise, sale, or extraordinary governance action is disclosed. This is routine reporting for an officer and has low immediate governance risk. Impact rating: 0.

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^*

Foulkes Anne 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 and General Counsel

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
Phantom Stock Units	(1)	09/12/2025		A		3.5944		(2)	(2)	Common Stock	3.5944	$110.72	608.3907(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 Anne M. Foulkes	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 Anne M. Foulkes (PPG) report on Form 4 dated 09/12/2025?

The Form 4 reports an acquisition of phantom stock units (code A) on 09/12/2025 and lists 608.3907 phantom units held after the transaction.

How many phantom stock units does the filing show and what is their value per share?

The filing shows 3.5944 phantom stock units acquired in the reported transaction, with an attributed per-share value of $110.72, and total phantom units of 608.3907.

When do the phantom stock units convert to PPG common stock?

The filing states the phantom stock units convert to common stock on a one-for-one basis and are payable after termination of employment.

Does this Form 4 report an open-market purchase or sale of PPG common stock?

No. It reports an acquisition of deferred-compensation phantom stock units under PPG's Deferred Compensation Plan, not an open-market trade of common shares.

Who signed the Form 4 and when was it filed?

The Form includes a signature by /s/ Greg E. Gordon, Attorney-in-Fact for Anne M. Foulkes dated 09/15/2025.