Form 4: PPG Executive Anne Foulkes Acquires Deferred Stock Units

PPG Industries' Sr. VP and General Counsel, Anne M. Foulkes, acquired 17.4451 phantom stock units as part of her deferred compensation plan.

Summary

• Anne M. Foulkes, Sr. VP and General Counsel of PPG Industries, Inc., acquired 17.4451 phantom stock units on September 30, 2025.
• The acquisition was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged transaction.
• These phantom stock units convert to PPG common stock on a one-for-one basis and become exercisable after the termination of employment with PPG.
• The units were acquired at a price of $105.11 per unit.
• Following this transaction, Ms. Foulkes beneficially owns a total of 642.6967 phantom stock units in the PPG Industries, Inc. Deferred Compensation Plan.
• Phantom stock units represent interests in an unfunded unitized company stock fund, where the number of attributed shares can fluctuate based on PPG's common stock fair market value and the amount of cash in the fund, without the volition of the reporting person.

Sentiment

Score: 5

Explanation: The filing reports a routine executive compensation event (acquisition of phantom stock units) and does not contain information that would significantly alter the company's operational or financial outlook. It is a neutral event from an investment perspective.

Positives

• Executive Anne M. Foulkes continues to participate in the company's deferred compensation plan, aligning her long-term interests with shareholder value.

Risks

• The value of the phantom stock units is directly tied to the fair market value of PPG's common stock, exposing the holder to market fluctuations.
• The number of shares attributed to the reporting person may change without their volition, depending on the fair market value of the issuer's common stock and the amount of cash in the fund.

Future Outlook

The acquired phantom stock units will become exercisable and convert to common stock upon the termination of employment with PPG, serving as a long-term incentive.

Industry Context

This filing represents a routine insider transaction related to executive compensation, which is a common practice across industries to align management incentives with long-term company performance.

Comparison to Industry Standards

• Deferred compensation plans, particularly those involving phantom stock units that convert to common stock, are a standard component of executive compensation packages across many publicly traded companies, aiming to align executive interests with long-term shareholder value.
• The use of Rule 10b5-1(c) plans for such transactions is also a common practice, providing an affirmative defense against insider trading allegations by pre-scheduling trades.

Related Party Transactions

• The acquisition of phantom stock units by Anne M. Foulkes, a Senior Vice President and General Counsel, constitutes an insider transaction as part of her executive compensation under the PPG Industries, Inc. Deferred Compensation Plan.

Stakeholder Impact

• Shareholders: The transaction aligns executive compensation with long-term shareholder value through equity-linked incentives.
• Employees: The deferred compensation plan is part of the executive compensation structure, potentially influencing retention of key personnel.

Next Steps

• The phantom stock units will remain in the deferred compensation plan until the reporting person's termination of employment with PPG, at which point they will become exercisable and convert to common stock.

Key Dates

Recommendation

This Form 4 reports a routine acquisition of phantom stock units by a senior executive as part of a deferred compensation plan. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. It simply reflects ongoing executive compensation practices.

Keywords

PPG, Anne M. Foulkes, Form 4, insider transaction, phantom stock, deferred compensation, executive compensation, beneficial ownership