PPG (PPG) director receives 1,684 RSUs and defers 1,849 into phantom stock

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

PPG Industries director Gary R. Heminger reported equity-based compensation activity involving restricted stock units and phantom stock units. On April 16, 2026, he received a grant of 1,684 restricted stock units, each representing a contingent right to receive one share of PPG common stock. These units vest on April 14, 2027.

On April 15, 2026, upon vesting of an earlier grant of 1,849 restricted stock units, he deferred receipt of the corresponding common shares and instead received phantom stock units under PPG’s Deferred Compensation Plan for Directors. The security converts to common stock on a one-for-one basis after his termination of service as a director. Following this conversion, he held a total of 12,749.937 phantom stock units in the plan, which track an unfunded unitized company stock fund of PPG stock and cash.

Insider Trade Summary

3,698 shares exercised/converted

Mixed 3 txns

Insider Heminger Gary R.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	1,684	$0.00	--
Exercise	Restricted Stock Units	1,849	$0.00	--
Exercise	Phantom Stock Units	1,849	$107.72	$199K

Holdings After Transaction: Restricted Stock Units — 1,684 shares (Direct); Phantom Stock Units — 12,749.937 shares (Direct)

Footnotes (1)

Upon the vesting of restricted stock units on April 15, 2026, which were granted to the reporting person on April 17, 2025, the reporting person deferred the receipt of 1,849 shares of common stock and received instead shares of phantom stock pursuant to the PPG Industries, Inc. Deferred Compensation Plan for Directors. As a result, the reporting person is reporting the conversion of restricted stock units relating to 1,849 shares of common stock in exchange for shares in phantom stock. The security converts to common stock on a one-for-one basis. After termination of service as a Director of PPG Industries, Inc. 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 common stock and the amount of cash in the fund. Each restricted stock unit represents a contingent right to receive one share of PPG common stock. The restricted stock units vest on April 14, 2027.

Key Figures

RSUs granted: 1,684 units RSUs converted: 1,849 units Phantom stock holdings: 12,749.937 units +3 more

6 metrics

RSUs granted 1,684 units Restricted stock units granted on April 16, 2026

RSUs converted 1,849 units Restricted stock units converted to phantom stock on April 15, 2026

Phantom stock holdings 12,749.937 units Total phantom stock units after April 15, 2026 transaction

Reference price $107.72 per unit Transaction price per phantom stock unit on April 15, 2026

Derivatives exercised 3,698 units Total derivative exercise shares across two M-code transactions

Vesting date April 14, 2027 Vesting date for 1,684 newly granted restricted stock units

Key Terms

Restricted Stock Units, Phantom Stock Units, Deferred Compensation Plan for Directors, unfunded unitized company stock fund, +1 more

5 terms

Restricted Stock Units financial

"Upon the vesting of restricted stock units on April 15, 2026, which were granted..."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Phantom Stock Units financial

"received instead shares of phantom stock pursuant to the PPG Industries, Inc. Deferred Compensation Plan for Directors."

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

Deferred Compensation Plan for Directors financial

"pursuant to the PPG Industries, Inc. Deferred Compensation Plan for Directors."

A deferred compensation plan for directors is an arrangement that lets board members postpone receiving part of their pay until a later date—often retirement or a set future time—so the money can grow or be paid under specified conditions. Think of it like directing a portion of your paycheck into a locked savings account that pays out later; investors care because it creates future cash or stock obligations, signals how the company motivates and retains leadership, and can affect shareholder value through timing of payouts or potential dilution.

unfunded unitized company stock fund financial

"Phantom stock units represent interests in an unfunded unitized company stock fund comprised of stock and cash."

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share of PPG common stock."

Form 4 Insider Transactions: What Each Field Means →

04/17/2026 - 01:36 PM

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

PENNSYLVANIA

15272

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/15/2026		M			1,849	⁽¹⁾	⁽¹⁾	Common Stock	1,849	$0	0	D
Phantom Stock Units	⁽²⁾	04/15/2026		M		1,849		⁽³⁾	⁽³⁾	Common Stock	1,849	$107.72	12,749.937⁽⁴⁾	D
Restricted Stock Units	⁽⁵⁾	04/16/2026		A		1,684		⁽⁶⁾	⁽⁶⁾	Common Stock	1,684	$0	1,684	D

Explanation of Responses:

1. Upon the vesting of restricted stock units on April 15, 2026, which were granted to the reporting person on April 17, 2025, the reporting person deferred the receipt of 1,849 shares of common stock and received instead shares of phantom stock pursuant to the PPG Industries, Inc. Deferred Compensation Plan for Directors. As a result, the reporting person is reporting the conversion of restricted stock units relating to 1,849 shares of common stock in exchange for shares in phantom stock.

2. The security converts to common stock on a one-for-one basis.

3. After termination of service as a Director of PPG Industries, Inc.

4. 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 common stock and the amount of cash in the fund.

5. Each restricted stock unit represents a contingent right to receive one share of PPG common stock.

6. The restricted stock units vest on April 14, 2027.

Remarks:

	/s/ Greg E. Gordon, Attorney-in-Fact for Gary R. Heminger	04/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did PPG (PPG) director Gary R. Heminger receive?

Gary R. Heminger received a grant of 1,684 restricted stock units, each representing a contingent right to one share of PPG common stock. This award reflects equity-based compensation for his service as a director under the company’s standard compensation programs.

How many PPG (PPG) restricted stock units vested and were deferred into phantom stock?

A total of 1,849 restricted stock units vested and were converted into phantom stock units instead of common shares. Heminger elected deferral under PPG’s Deferred Compensation Plan for Directors, exchanging the vested stock units for an equivalent number of phantom stock units.

What are PPG (PPG) phantom stock units in the director deferred compensation plan?

PPG phantom stock units represent interests in an unfunded unitized company stock fund consisting of PPG stock and cash. The number of units attributed to a participant can change over time based on PPG’s share price and the amount of cash in the fund.

When do PPG (PPG) phantom stock units convert into common stock for the director?

The phantom stock units are designed to convert into PPG common stock on a one-for-one basis after the director’s termination of service. This aligns director compensation with long-term company performance and defers delivery of actual shares until service ends.

How many PPG (PPG) phantom stock units does the director hold after these transactions?

Following the April 15, 2026 transactions, Heminger held a total of 12,749.937 phantom stock units in the PPG Industries, Inc. Deferred Compensation Plan for Directors. This figure reflects his aggregate interest in the plan’s unitized PPG stock fund.

When will the newly granted PPG (PPG) restricted stock units vest?

The 1,684 newly granted restricted stock units will vest on April 14, 2027. Once vested, each restricted stock unit entitles the director to receive one share of PPG common stock, subject to any deferral elections under applicable company plans.