PPG Insider Report: Massy Adds Phantom Stock Units, Holds 45.2068 Shares

Rhea-AI Filing Summary

Robert L. Massy, Sr. VP and Chief HR Officer of PPG Industries, reported a non-derivative acquisition of phantom stock units on 09/12/2025. The filing shows an acquisition of 0.2807 phantom units at an attributable per-share value of $110.72, and reports 45.2068 shares beneficially owned following the transaction in a direct capacity. The filing states phantom stock units convert to common stock on a one-for-one basis and are held in the company’s Deferred Compensation Plan as interests in an unfunded unitized stock-and-cash fund; the number of shares attributed may vary with the fair market value of PPG’s stock and cash in the fund. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Massy on 09/15/2025.

Positive

• Alignment with shareholders: Phantom units convert one-for-one to common stock, linking executive compensation to PPG's stock performance
• Transparent disclosure: Filing clearly explains plan mechanics and the potential for unit counts to change with fair market value

Negative

• None.

Insights

Executive Compensation Analyst

TL;DR: A routine deferred-compensation credit to a senior HR executive; modest in size and aligns executive pay with shareholder value.

The reported credit of phantom stock units reflects participation in PPG’s Deferred Compensation Plan rather than an immediate market purchase or sale of common stock. Phantom units that convert one-for-one into common shares and track a unitized stock-and-cash fund are a common mechanism for long-term, non-taxable-at-grant compensation alignment. The disclosed incremental amount (0.2807 units) is small relative to the total reported holding (45.2068 shares), indicating this event is likely an administrative plan credit or periodic award rather than a material compensation reset. Impact on ownership dilution or company capitalization is negligible.

Corporate Governance Expert

TL;DR: Standard Section 16 reporting of deferred-compensation units; disclosure is timely and clarifies conversion and plan mechanics.

The Form 4 provides clear disclosure that the units are phantom stock within the company’s Deferred Compensation Plan and convert one-for-one to common stock after termination of employment. This transparency supports governance best practices for reporting executive holdings and potential future stock exposure. There are no indications of atypical trading codes or unusual transaction structures; the filing appears routine and informational for investors and regulators.

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^*

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)
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		0.2807		(2)	(2)	Common Stock	0.2807	$110.72	45.2068(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	09/15/2025
	** 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 insider Robert L. Massy report on Form 4 (PPG)?

He reported acquisition of 0.2807 phantom stock units on 09/12/2025, with 45.2068 shares beneficially owned following the transaction.

What are the phantom stock units disclosed in the PPG Form 4?

They are interests in an unfunded unitized company stock-and-cash fund within PPG's Deferred Compensation Plan that convert to common stock on a one-for-one basis.

When do the phantom stock units convert to PPG common stock?

The Form states conversion is one-for-one to common stock and conversion occurs after termination of employment.

What value per share is shown for the reported transaction in the Form 4?

The filing lists an attributable price of $110.72 per share for the reported phantom unit amount.

Who signed the Form 4 for Robert L. Massy and when?

The Form 4 was signed by Greg E. Gordon, Attorney-in-Fact for Robert L. Massy on 09/15/2025.