Form 4: PPG Operations SVP Acquires Phantom Stock Units

PPG Industries' Senior Vice President of Operations, Kevin D. Braun, acquired 20.0741 phantom stock units as part of a pre-arranged plan.

Summary

• Kevin D. Braun, Senior Vice President of Operations at PPG Industries Inc. (PPG), acquired 20.0741 phantom stock units.
• The transaction occurred on December 15, 2025, and was made pursuant to a Rule 10b5-1 pre-arranged plan.
• Each phantom stock unit was acquired at a price of $103.72.
• Following this transaction, Mr. Braun beneficially owns a total of 798.0543 phantom stock units.
• Phantom stock units convert to common stock on a one-for-one basis after termination of employment with PPG.
• These units represent interests in an unfunded unitized company stock fund, with the number of shares attributed potentially changing based on the fair market value of PPG's common stock and the cash in the fund.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock units by a senior executive, particularly under a Rule 10b5-1 plan, is generally viewed as a positive signal, indicating continued alignment of management's interests with long-term shareholder value. It's a routine compensation event rather than a significant market-moving transaction.

Positives

• The acquisition of phantom stock units aligns the executive's interests with long-term shareholder value.
• The transaction was executed under a Rule 10b5-1 plan, indicating a pre-scheduled, non-discretionary acquisition, which is a positive for corporate governance and transparency.

Future Outlook

The phantom stock units will convert to common stock on a one-for-one basis after the reporting person's termination of employment with PPG.

Industry Context

This insider transaction reflects a standard component of executive compensation packages, aiming to align management incentives with company performance and shareholder returns. Such plans are common across various industries for senior leadership.

Comparison to Industry Standards

• The use of phantom stock units as part of executive compensation is a common practice in large corporations, including those in the chemicals and coatings industry, to provide equity-like incentives without immediate share issuance.
• The execution of transactions under a Rule 10b5-1 plan is an industry best practice for insiders to trade company securities in a pre-arranged, non-discretionary manner, mitigating concerns about insider trading.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by a Senior Vice President is a form of executive compensation, which is a transaction between the company and a related party (an executive).

Stakeholder Impact

• Shareholders: The transaction aligns the interests of a key executive with shareholders, as the value of the phantom stock units is tied to the company's common stock performance.
• Employees: This transaction is part of an executive compensation structure, which can serve as a model or incentive for other employees, though it directly impacts only the executive.

Next Steps

• The phantom stock units will convert to common stock on a one-for-one basis upon the reporting person's termination of employment with PPG.

Key Dates

Recommendation

The acquisition of phantom stock units by a senior executive, particularly under a Rule 10b5-1 plan, indicates continued alignment of management's interests with long-term shareholder value. This specific transaction is small in scale and part of a regular compensation structure, not a significant market signal for a 'buy' or 'sell' recommendation based solely on this filing. It reinforces a 'hold' stance by confirming ongoing executive commitment.

Keywords

PPG, Kevin D. Braun, Form 4, insider transaction, phantom stock, executive compensation, deferred compensation, Rule 10b5-1