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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number 1-1687

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PPG INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania25-0730780
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
One PPG PlacePittsburghPennsylvania15272
(Address of principal executive offices)(Zip code)
Registrant’s telephone number, including area code:412434-3131

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock – Par Value $1.66 2/3PPGNew York Stock Exchange
1.400% Notes due 2027PPG 27New York Stock Exchange
2.750% Notes due 2029PPG 29ANew York Stock Exchange
3.250% Notes due 2032PPG 32New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by checkmark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of common stock held by non-affiliates as of June 30, 2025, was $25,642 million.

As of January 31, 2026, 223,494,714 shares of the Registrant’s common stock, with a par value of $1.66 2/3 per share, were outstanding. As of that date, the aggregate market value of common stock held by non-affiliates was $25,824 million.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of PPG Industries, Inc. Proxy Statement for its 2025 Annual Meeting of Shareholders (the “Proxy Statement”) to be filed with the Securities and Exchange Commission within 120 days after the end of the Company’s fiscal year, are incorporated herein by reference into Part III of this report.

2025 PPG ANNUAL REPORT AND FORM 10-K 1

PPG INDUSTRIES, INC.

AND CONSOLIDATED SUBSIDIARIES

As used in this report, the terms “PPG,” “Company,” “Registrant,” “we,” “us” and “our” refer to PPG Industries, Inc. and its subsidiaries, taken as a whole, unless the context indicates otherwise.

TABLE OF CONTENTS

Page
Part I
Item 1.Business3
Item 1A.Risk Factors10
Item 1B.Unresolved Staff Comments14
Item 1C.Cybersecurity14
Item 2.Properties15
Item 3.Legal Proceedings16
Item 4.Mine Safety Disclosures18
Part II
Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities19
Item 6.[Reserved]19
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations19
Item 7A.Quantitative and Qualitative Disclosures About Market Risk32
Item 8.Financial Statements and Supplementary Data33
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure75
Item 9A.Controls and Procedures75
Item 9B.Other Information75
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections75
Part III
Item 10.Directors, Executive Officers and Corporate Governance75
Item 11.Executive Compensation76
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters76
Item 13.Certain Relationships and Related Transactions, and Director Independence76
Item 14.Principal Accounting Fees and Services76
Part IV
Item 15.Exhibits, Financial Statement Schedules76
Item 16.Form 10-K Summary79
Signatures80

2025 PPG ANNUAL REPORT AND FORM 10-K 2

Part I

Next: Item 1. Business