PPG insider filing: Heminger gains 77.887 phantom stock units, 10,716.85 total

Rhea-AI Filing Summary

Gary R. Heminger, a director of PPG Industries, Inc. (PPG), reported an acquisition of 77.887 phantom stock units on 09/12/2025 under the PPG Deferred Compensation Plan for Directors. The filing states phantom stock units convert to common stock on a one-for-one basis and that the reported transaction used a price of $110.72 per share. Following the transaction the reporting person is credited with 10,716.8478 shares (units) beneficially owned. The Form 4 was signed by an attorney-in-fact on 09/15/2025. The filing notes phantom units reflect interests in an unfunded unitized company stock fund and may change with fair market value or cash in the fund.

Positive

• Disclosure completeness: The Form 4 specifies transaction date (09/12/2025), units credited (77.887), price ($110.72), and resulting beneficial ownership (10,716.8478).
• Plan mechanics explained: Filing states phantom units convert one-for-one to common stock and describes valuation dynamics of the unfunded unitized stock fund.

Negative

• None.

Insights

Securities Analyst

TL;DR: Director received phantom units credited as 10,716.8478 beneficial shares; transaction appears routine and non-cash.

The Form 4 documents a non-derivative credit of 77.887 phantom stock units that convert one-for-one to common stock and are valued at $110.72 per share for record purposes. These units reside in an unfunded deferred compensation stock fund and can fluctuate with the stock's fair market value and cash holdings. There is no cash sale or open-market purchase reported; the entry reflects a plan crediting of director compensation. For investors, this is an insider compensation disclosure rather than a transactional signal of buying or selling the issuer's common stock.

Corporate Governance Specialist

TL;DR: Compensation-related grant to a director recorded as phantom units; disclosure aligns with Section 16 reporting requirements.

The filing clarifies the nature of the instrument—phantom stock units in the PPG Deferred Compensation Plan for Directors—which convert to common stock one-for-one and are tracked as beneficial ownership. The report was timely filed with an attorney-in-fact signature. This is a routine governance disclosure of director compensation; the form contains explanatory notes about post-service conversion timing and valuation mechanics but discloses no change in voting or direct economic interest beyond plan bookkeeping.

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^*

Heminger Gary R.

(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		77.887		(2)	(2)	Common Stock	77.887	$110.72	10,716.8478(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 Gary R. Heminger	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 PPG director Gary R. Heminger report on Form 4 (PPG)?

He reported an acquisition of 77.887 phantom stock units on 09/12/2025, recorded at $110.72 per share, resulting in 10,716.8478 beneficial units.

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

Yes. The filing states the security converts to common stock on a one-for-one basis.

Where are Heminger's phantom stock units held?

They are held in the PPG Industries, Inc. Deferred Compensation Plan for Directors, an unfunded unitized company stock fund.

When was the Form 4 filed and who signed it?

The transaction date is 09/12/2025 and the Form 4 was signed by Greg E. Gordon, Attorney-in-Fact on 09/15/2025.

Will the number of shares credited to Heminger change over time?

Yes. The filing states the number attributed may change with the fair market value of the common stock and the amount of cash in the fund.