PPG (PPG) CEO Timothy Knavish receives small phantom stock award

Rhea-AI Filing Summary

PPG Industries Chairman and CEO Timothy M. Knavish reported a small grant of phantom stock units under a deferred compensation plan. On this date, he acquired 0.7385 phantom stock units at a reference price of $131.34 per unit, bringing his total holdings in the plan to 12,289.2409 phantom stock units. These units represent interests in an unfunded company stock fund that holds PPG stock and cash, and their value can change with PPG’s share price and the cash in the fund. Each phantom unit is designed to convert into one share of PPG common stock, generally after his employment with PPG ends.

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

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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^*

KNAVISH TIMOTHY 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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)	02/13/2026		A		0.7385		(2)	(2)	Common Stock	0.7385	$131.34	12,289.2409(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 Timothy M. Knavish	02/18/2026
	** 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 insider transaction did PPG (PPG) report for Timothy M. Knavish?

PPG reported that Chairman and CEO Timothy M. Knavish received a small grant of 0.7385 phantom stock units. These units were credited to his deferred compensation plan account and increase his long-term, stock-linked compensation rather than reflecting an open-market stock purchase or sale.

What are phantom stock units in the PPG (PPG) deferred compensation plan?

Phantom stock units are bookkeeping entries representing an interest in a unitized PPG stock fund holding stock and cash. Their value moves with PPG’s share price and cash in the fund, and they are intended to convert into PPG common shares on a one-for-one basis after employment ends.

How many phantom stock units did the PPG (PPG) CEO acquire and at what price?

Timothy M. Knavish acquired 0.7385 phantom stock units at a reference price of $131.34 per unit. This small award was added to his existing deferred compensation plan holdings, further aligning his compensation with PPG’s stock performance over time.

What is Timothy M. Knavish’s total phantom stock unit balance at PPG (PPG) after this transaction?

After this transaction, Timothy M. Knavish holds a total of 12,289.2409 phantom stock units in the PPG deferred compensation plan. This balance can fluctuate over time as the fund’s value changes with PPG’s stock price and cash position within the plan.

When do PPG (PPG) phantom stock units convert into common stock for the CEO?

The phantom stock units are designed to convert into PPG common stock on a one-for-one basis after termination of employment with PPG. This structure defers delivery of the actual shares and links the CEO’s compensation to the company’s long-term share performance.

Does this PPG (PPG) Form 4 reflect an open-market stock trade by the CEO?

No, the Form 4 reflects a grant of phantom stock units in a deferred compensation plan, not an open-market purchase or sale. The units are accounting entries tied to a PPG stock fund and convert into common stock after employment ends, subject to plan terms.