PPG insider filing shows director adds 62.8893 deferred phantom units

Rhea-AI Filing Summary

Michael Nally, a director of PPG Industries, acquired phantom stock units tied to PPG common stock. On 09/12/2025 he was credited with 62.8893 phantom stock units under the PPG Deferred Compensation Plan for Directors; these units convert to common stock on a one-for-one basis. The filing shows a reported per-share valuation of $110.72 and indicates the reporting person beneficially owns 8,285.354 shares following the transaction. The units represent interests in an unfunded unitized stock-and-cash fund and may change in number as fund value and cash holdings fluctuate. The form was signed by attorney-in-fact Greg E. Gordon on 09/15/2025.

Insights

Corporate Governance Expert

TL;DR: Routine director deferred-compensation credit increases reported beneficial ownership modestly; no sale or exercise occurred.

The filing documents a non-derivative credit of 62.8893 phantom stock units to a director's deferred compensation account, converting one-for-one into common shares. This is a standard method for compensating directors with equity-linked deferred pay and does not reflect an open-market purchase or sale. The resulting reported beneficial ownership of 8,285.354 shares is a snapshot after the credit. The disclosure notes that unit counts can change with fund valuation and cash composition, which is typical for unfunded deferred plans and should be monitored only if large fluctuations occur or if similar credits are material relative to total outstanding shares.

Securities Analyst

TL;DR: Transaction is administrative and immaterial to PPG's capital structure; no immediate market impact expected.

The report indicates an administrative award of phantom units on 09/12/2025 recorded at $110.72 per share equivalent. Phantom units are payable in stock/cash per plan terms and do not increase outstanding shares until conversion or payout after service termination. The filing contains no dispositions, exercises, or hedging arrangements. Given the modest unit count relative to company equity, this disclosure is routine and unlikely to affect valuation or liquidity.

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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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^*

Nally Michael

(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		62.8893		(2)	(2)	Common Stock	62.8893	$110.72	8,285.354(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 Michael Nally	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 Michael Nally report on the Form 4 for PPG (PPG)?

Michael Nally reported an acquisition of 62.8893 phantom stock units under PPG's Deferred Compensation Plan for Directors on 09/12/2025, increasing reported beneficial ownership to 8,285.354 shares.

Do the phantom stock units reported by Michael Nally convert to PPG common stock?

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

What valuation is shown for the phantom stock units in the Form 4?

The filing shows a price of $110.72 per share equivalent associated with the reported phantom stock units.

When was the Form 4 signed and by whom?

The form was signed by attorney-in-fact Greg E. Gordon on 09/15/2025 on behalf of Michael Nally.

Are the phantom units immediately dilutive to PPG's outstanding shares?

No. The filing explains phantom stock units are interests in an unfunded unitized fund and convert upon plan terms; they do not represent outstanding shares until conversion or payout.