Form 4: PPG Director Acquires Phantom Stock Units

PPG Industries Director Leon J. Topalian acquired 7.7592 phantom stock units on September 12, 2025, as part of a deferred compensation plan.

Summary

• Leon J. Topalian, a Director of PPG Industries Inc. (PPG), acquired 7.7592 phantom stock units.
• The transaction occurred on September 12, 2025.
• Each phantom stock unit was valued at $110.72.
• These units convert to common stock on a one-for-one basis.
• The units are part of the PPG Industries, Inc. Deferred Compensation Plan for Directors and become exercisable after termination of service.
• The total beneficial ownership of phantom stock units by Mr. Topalian in this plan is 7.7592 units.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock units by a director, even as part of a deferred compensation plan, generally indicates continued alignment of management interests with long-term shareholder value.

Positives

• Director Leon J. Topalian increased his beneficial ownership in PPG Industries through the acquisition of phantom stock units, aligning his interests with shareholders.
• The acquisition is part of a deferred compensation plan, indicating a structured approach to executive compensation and retention.

Negatives

• The acquisition of phantom stock units does not represent a direct open market purchase by the director, but rather an allocation under a deferred compensation plan.

Risks

• The number of shares attributed to phantom stock units can fluctuate based on the fair market value of PPG's common stock and the amount of cash in the fund, introducing variability in the ultimate value received.

Future Outlook

The phantom stock units are designed to convert to common stock on a one-for-one basis after the director's termination of service, serving as a long-term incentive.

Industry Context

Deferred compensation plans involving phantom stock units are a common practice in corporate governance to align the interests of directors and executives with long-term shareholder value, particularly in mature industrial companies like PPG.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• Acquisition of 7.7592 phantom stock units by Director Leon J. Topalian from PPG Industries, Inc. as part of the company's Deferred Compensation Plan for Directors.

Stakeholder Impact

• Shareholders: Increased alignment of director's financial interests with long-term company performance.

Next Steps

• Phantom stock units will convert to common stock on a one-for-one basis upon the director's termination of service from PPG Industries, Inc.

Key Dates

Keywords

PPG, phantom stock, director, insider transaction, deferred compensation, equity, corporate governance