PPG Insider Filing: Massy Adds Deferred Compensation Units on 08/29/2025

Rhea-AI Filing Summary

Robert L. Massy, Sr. VP and Chief HR Officer of PPG Industries (PPG), reported acquiring phantom stock units on 08/29/2025. The transaction records an acquisition of 0.1174 (unit basis) at an indicated price of $111.23 per share, leaving the reporting person with 44.9261 shares reported as beneficially owned in a direct form. The filing explains these phantom units convert to common stock on a one-for-one basis and are payable after termination of employment. The units are held in PPG's Deferred Compensation Plan and represent interests in an unfunded unitized company stock fund whose share attribution may change with the fund's fair market value and cash balance.

Insights

Financial Analyst

TL;DR: Routine deferred-compensation award reported; small change in direct beneficial ownership, not a material market event.

The Form 4 documents a non-cash, plan-based accrual: a reported acquisition of phantom stock units that convert one-for-one to common shares and are payable after employment termination. The transaction increases reported direct beneficial ownership to 44.9261 shares, reflecting units held in a deferred compensation fund indexed to PPG stock and cash. This is a routine executive compensation disclosure and does not indicate an open-market purchase or sale of shares by the reporting person.

Corporate Governance Expert

TL;DR: Standard disclosure of deferred-compensation mechanics and ownership; governance implications are customary and limited.

The filing clarifies the nature of the instrument: phantom stock units in an unfunded company stock fund that may vary with fair market value and cash components. The units convert one-for-one to common stock and are payable after termination, consistent with deferred compensation design. The disclosure is transparent about mechanics and timing; there are no indications of exceptional governance actions or material changes to insider holdings beyond plan accruals.

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^*

Massy Robert L.

(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 Chief HR Officer

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		0.1174		(2)	(2)	Common Stock	0.1174	$111.23	44.9261(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 Robert L. Massy	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 Robert L. Massy report on Form 4 for PPG (PPG)?

He reported the acquisition of phantom stock units on 08/29/2025, increasing reported beneficial ownership to 44.9261 shares.

How many phantom stock units were acquired and at what price?

The filing shows an acquisition amount of 0.1174 (units) with an indicated price of $111.23 per share.

When do the phantom stock units convert or become payable?

The units convert to common stock one-for-one and are payable after termination of employment, per the filing.

Where are the phantom units held and can their attributed shares change?

They are held in PPG's Deferred Compensation Plan as interests in an unfunded unitized company stock fund; the number of attributed shares may change with the fund's fair market value and cash balance.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Greg E. Gordon, Attorney-in-Fact for Robert L. Massy on 09/02/2025.