Form 4: PPG Executive Acquires Phantom Stock Units

PPG Industries' Senior VP and General Counsel, Anne M. Foulkes, acquired 19.2088 phantom stock units under a deferred compensation plan.

Summary

• Anne M. Foulkes, Sr. VP and General Counsel of PPG Industries Inc., acquired 19.2088 phantom stock units.
• The transaction occurred on November 14, 2025, and was made pursuant to a Rule 10b5-1(c) plan.
• These phantom stock units convert to common stock on a one-for-one basis after termination of employment.
• The acquisition was part of the PPG Industries, Inc. Deferred Compensation Plan.
• Following this transaction, Foulkes beneficially owns a total of 699.8047 phantom stock units in the plan.
• The price of the derivative security at the time of acquisition was $97.03.

Sentiment

Score: 7

Explanation: The filing indicates a routine, pre-planned executive compensation transaction, which is generally positive as it aligns executive interests with shareholders. No negative surprises or unexpected events are reported.

Positives

• An executive is increasing their beneficial ownership in the company through phantom stock units, aligning their interests with shareholders.
• The transaction was made under a Rule 10b5-1(c) plan, indicating a pre-planned, non-discretionary acquisition.

Risks

• 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 PPG common stock and the amount of cash in the fund.

Future Outlook

The phantom stock units are structured to convert to common stock after the reporting person's termination of employment with PPG, indicating a long-term incentive structure.

Industry Context

This is a routine insider transaction (Form 4) related to executive compensation, common across publicly traded companies. It reflects standard practices for aligning executive incentives with long-term company performance.

Comparison to Industry Standards

• Deferred compensation plans involving phantom stock units are a common executive compensation tool in large public companies like PPG, aligning executive interests with long-term shareholder value.
• The use of Rule 10b5-1 plans for such transactions is standard practice to mitigate insider trading concerns.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by a Senior VP and General Counsel from PPG Industries, Inc. under a deferred compensation plan constitutes a routine related-party transaction as part of executive compensation.

Stakeholder Impact

• Shareholders: The executive's increased beneficial ownership aligns their interests with shareholders, potentially fostering long-term value creation.
• Employees: No direct impact on general employees is indicated by this filing.

Next Steps

• Conversion of phantom stock units to common stock upon termination of employment with PPG.

Key Dates

Recommendation

This Form 4 reports a routine, pre-planned acquisition of phantom stock units by an executive as part of a deferred compensation plan. Such transactions are common and generally reflect an alignment of executive incentives with long-term company performance rather than a signal for immediate stock price movement. It does not provide new fundamental information to warrant a change in investment recommendation, thus a 'hold' recommendation is appropriate.

Keywords

PPG Industries, PPG, Form 4, Insider Trading, Phantom Stock Units, Deferred Compensation, Executive Compensation, Anne M. Foulkes, Beneficial Ownership