PPG Insider Filing: Anne Foulkes Reports 15.82 Phantom Units at $111.80

Rhea-AI Filing Summary

Anne M. Foulkes, Senior Vice President and General Counsel of PPG Industries, reported a transaction in Phantom Stock Units under the PPG Industries, Inc. Deferred Compensation Plan dated 08/15/2025. The filing shows an acquisition (code A) of 15.8234 phantom stock units at an indicated underlying stock price of $111.80, increasing the reporting person’s total phantom units to 588.3058 (direct ownership).

The filing explains phantom stock units convert to common stock on a one-for-one basis after termination of employment and represent interests in an unfunded unitized stock-and-cash fund that may change in share equivalent value over time based on the fair market value of PPG common stock and cash in the fund.

Positive

• Reporting of additional phantom stock units increases the officer's direct future economic alignment with PPG common stock (total now 588.3058 units).
• Transaction is plan-based (deferred compensation), indicating alignment of pay with long-term shareholder value and no immediate open-market sale pressure.

Negative

• None.

Insights

Securities Analyst

TL;DR Insider acquired a small additional amount of deferred phantom stock, modestly increasing direct economic exposure to PPG equity.

The reported acquisition of 15.8234 phantom units raises total holdings to 588.3058. As these units are part of a deferred compensation plan that converts one-for-one to common shares after employment termination, the transaction increases future share-equivalent exposure but does not involve immediate stock issuance or open-market trading. The indicated price per share of $111.80 appears to represent the fund valuation used for the unit credit. For investors, this is a routine compensation-related filing with limited immediate market impact.

Corporate Governance Expert

TL;DR Routine executive deferred-compensation credit reported; governance implications are standard and non-material.

The entry documents a plan-based credit of phantom stock units rather than an exercised option or market purchase. Because the units are unfunded and convert on termination, they align executive compensation with shareholder value without creating immediate dilution. The disclosure is consistent with typical director/officer compensation practices and raises no governance red flags based on the information provided.

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)
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		15.8234		(2)	(2)	Common Stock	15.8234	$111.8	588.3058(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	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 Anne M. Foulkes report on Form 4 for PPG (PPG)?

The filing reports an acquisition on 08/15/2025 of 15.8234 phantom stock units under PPG’s Deferred Compensation Plan, bringing total phantom units to 588.3058.

Do the phantom stock units convert to PPG common shares?

Yes. The filing states the phantom stock units convert to common stock on a one-for-one basis upon termination of employment.

Was this Form 4 transaction an open-market trade?

No. The transaction is a plan-based credit of phantom stock units (code A) in a deferred compensation plan, not an open-market purchase or sale.

What valuation is shown for the reported units?

The filing indicates an underlying price of $111.80 per share (used to value the phantom units at the time of the report).

Does this filing show immediate dilution or issuance of shares?

No. The units are unfunded interests in a unitized stock-and-cash fund and convert later; there is no immediate common stock issuance shown in this Form 4.