PPG Industries (PPG) HR chief adds Phantom Stock Units in plan

Rhea-AI Filing Summary

PPG Industries executive Robert L. Massy, Sr. VP and Chief HR Officer, reported an acquisition of 0.1244 Phantom Stock Units on January 30, 2026 under the company’s Deferred Compensation Plan at a reference price of $115.63 per unit. Following this transaction, he holds a total of 167.6061 Phantom Stock Units directly. These units are bookkeeping entries in an unfunded company stock fund that tracks PPG common stock and cash, and they convert into PPG common shares on a one-for-one basis after termination of employment, with the number of units able to fluctuate over time based on stock price and cash levels in the fund.

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

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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)
01/30/2026

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)	01/30/2026		A		0.1244		(2)	(2)	Common Stock	0.1244	$115.63	167.6061(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	02/02/2026
	** 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 Robert L. Massy?

PPG reported that Sr. VP and Chief HR Officer Robert L. Massy acquired 0.1244 Phantom Stock Units on January 30, 2026. This raised his total holdings in the deferred compensation plan to 167.6061 units, which track PPG common stock performance and cash.

What are Phantom Stock Units in PPG (PPG)’s deferred compensation plan?

Phantom Stock Units in PPG’s deferred compensation plan represent interests in an unfunded unitized company stock fund made up of PPG stock and cash. They are bookkeeping units whose value changes with PPG’s share price and fund cash, rather than tradable shares today.

When do PPG (PPG) Phantom Stock Units convert into common stock?

PPG’s Phantom Stock Units convert into PPG common stock on a one-for-one basis after termination of employment with PPG. Until then, they remain as plan units whose attributed number can change with stock price and cash levels in the fund.

How many Phantom Stock Units does Robert L. Massy hold at PPG (PPG)?

After the January 30, 2026 transaction, Robert L. Massy beneficially owns 167.6061 Phantom Stock Units in PPG’s Deferred Compensation Plan. This total represents all such units attributed to him under the plan at that time, held as a direct interest.

At what price were the newly acquired PPG (PPG) Phantom Stock Units valued?

The 0.1244 Phantom Stock Units acquired by Robert L. Massy were valued at $115.63 per unit. This price is used for the plan entry and reflects the reference value tied to PPG’s common stock on the transaction date.