PPG insider filing: Ligocki awarded phantom units, 6,826.9222 shares post-grant

Rhea-AI Filing Summary

PPG Industries (PPG) director Kathleen A. Ligocki received 53.8933 phantom stock units on 09/12/2025 under the PPG Deferred Compensation Plan for Directors. Phantom units convert one-for-one into common stock and are unitized interests in a fund of stock and cash, so their attributed share count may change with the fund's fair market value and cash balances. The reported grant valued the underlying shares at $110.72, and after the transaction the reporting person is shown as beneficially owning 6,826.9222 phantom-equivalent shares. The units convert upon termination of service as a director.

Positive

• Director alignment with shareholders through phantom stock units that track company share value
• Clear conversion mechanics: units convert one-for-one to common stock
• Post-transaction holding disclosed: 6,826.9222 phantom-equivalent shares reported

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director deferred-compensation grant aligning pay with shareholder value; no unusual dilution or cash payout disclosed.

This Form 4 reports a standard grant of phantom stock units to a non-employee director under the companys deferred compensation plan. Phantom units are unfunded and unitized in a stock-and-cash fund, so they create contingent economic exposure rather than immediate equity dilution. The instrument converts one-for-one into common stock upon termination of service, and the filing discloses 53.8933 units granted and 6,826.9222 units held post-transaction at an indicated share value of $110.72. There is no disclosure here of cash settlement timing, accelerated vesting, or separate securities issued to the public.

Compensation Analyst

TL;DR: Director compensation delivered via phantom units; aligns incentives and fluctuates with fund value.

The filing shows a deferred-compensation mechanism rather than an outright stock award. The granted units represent interests in an unfunded company stock fund, so reported share-equivalents can vary over time depending on the funds composition and market price. The filing explicitly states conversion is one-for-one to common stock and conversion occurs after termination of director service, which is consistent with deferred, retention-focused compensation practices.

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^*

LIGOCKI KATHLEEN

(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		53.8933		(2)	(2)	Common Stock	53.8933	$110.72	6,826.9222(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 Kathleen A. Ligocki	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 Kathleen A. Ligocki receive according to the Form 4 for PPG (PPG)?

The Form 4 reports a grant of 53.8933 phantom stock units on 09/12/2025 under PPG's Deferred Compensation Plan for Directors.

How many phantom-equivalent shares does the reporting person hold after the transaction?

The filing shows 6,826.9222 phantom-equivalent shares beneficially owned following the reported transaction.

What is the stated value per share associated with the derivative reported?

The Form 4 lists a price of $110.72 for the underlying common stock associated with the phantom units.

When do the phantom stock units convert into common stock?

The filing states the phantom stock units convert one-for-one into common stock and convert after termination of service as a Director of PPG Industries, Inc.

Are the phantom stock units funded or unfunded?

The filing explains the phantom units represent interests in an unfunded unitized company stock fund comprised of stock and cash.