PPG insider filing: Topalian receives 7.7592 deferred phantom stock units

Rhea-AI Filing Summary

Leon J. Topalian, a director of PPG Industries, Inc. (PPG), received 7.7592 phantom stock units under the PPG Deferred Compensation Plan for Directors on 09/12/2025. Each unit converts to one share of common stock on a one-for-one basis and is reported with an attributed value of $110.72 per share. The filing notes that these phantom units represent interests in an unfunded unitized company stock fund composed of stock and cash and that the credited number of shares may change over time with the plan’s fair market value adjustments. Conversion is tied to termination of service as a director. The form was signed by Greg E. Gordon as attorney-in-fact for Mr. Topalian on 09/15/2025.

Positive

• Director compensation aligned with shareholder value through phantom units that track stock performance
• Standard deferred-compensation structure avoids immediate share issuance, limiting immediate dilution

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director deferred-compensation credit that aligns director pay with shareholder value; not material to equity base.

This Form 4 discloses a small credit of phantom stock units to a non-executive director under the company’s deferred compensation plan. Such awards are common for non-employee directors and are designed to link compensation to total shareholder return without immediate share issuance. The disclosed amount (7.7592 units) is immaterial relative to a public company’s outstanding share count and thus carries negligible dilution risk. The conversion tied to termination of service is standard plan design to preserve retention and alignment incentives.

Securities/Compensation Analyst

TL;DR: Compensatory phantom units recorded at $110.72 each; movement reflects plan accounting rather than an open-market transaction.

The entry records a grant/accrual of 7.7592 phantom stock units valued at $110.72 per unit. Phantom units are derivative-like bookkeeping instruments that mirror economic exposure to the company’s stock and cash; they do not represent outstanding shares until converted. The filing clarifies the units may vary with fund value, indicating periodic mark-to-market adjustments. For investors, this is a routine disclosure of director compensation and does not signal an insiders’ purchase or sale of actual shares.

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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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^*

Topalian Leon J

(Last) (First) (Middle)

C/O 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
	Officer (give title below)		Other (specify below)

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		7.7592		(2)	(2)	Common Stock	7.7592	$110.72	7.7592(3)	D

Explanation of Responses:

1. The security converts to common stock on a one-for-one basis.

2. After termination of service as a Director of PPG Industries, Inc.

3. Total of all phantom stock units held by the reporting person in the PPG Industries, Inc. Deferred Compensation Plan for Directors. 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 Leon J. Topalian	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 Leon J. Topalian report on the Form 4 for PPG (PPG)?

The Form 4 reports receipt of 7.7592 phantom stock units on 09/12/2025 under the PPG Deferred Compensation Plan for Directors, valued at $110.72 per unit.

Do the phantom stock units reported convert to PPG common shares?

Yes; the filing states the security converts to common stock on a one-for-one basis, with conversion tied to termination of director service.

Are these phantom units immediate outstanding shares of PPG (PPG)?

No; phantom stock units are unfunded interests in a unitized stock fund and do not represent immediately outstanding common shares until conversion.

Who signed the Form 4 for Leon J. Topalian and when?

The form was signed by Greg E. Gordon, Attorney-in-Fact for Leon J. Topalian on 09/15/2025.