PPG Industries (PPG) 10-K risk factor changes: FY2025 vs FY2024

Additionally, the cost of raw materials fluctuates due to a number of factors, including changes in supplier feedstock costs and inventories, [added: changes in the production capacity of suppliers,] global industry activity levels, foreign currency exchange rates, government regulation, tariffs, [added: export constraints] and global supply and demand factors, any of which could [removed: drive an] increase [removed: in] raw material costs.

If raw material costs increase and we are unable to offset these higher costs in a timely manner, [removed: this would adversely impact] [added: our] Income from continuing operations and Cash from operating [removed: activities.][added: activities would be adversely impacted.]

There is a high level of uncertainty surrounding future global economic conditions due to a number of factors, including the impact of [removed: higher] [added: fluctuating] interest rates, geopolitical uncertainty, including the international impacts of the ongoing wars in Ukraine and [removed: Israel and] increasing tensions between China and the United States, commodity market volatility, potential changes to international trade agreements, the imposition of tariffs and the threat of additional tariffs, [added: and labor shortages in certain regions of the world.]

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 10

[removed: However, fluctuations in foreign currency exchange rates, particularly the strengthening or weakening of the U.S. dollar] against major currencies, could adversely or positively affect our financial condition and results of operations which are expressed in U.S. dollars.

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 11

[added: Nonetheless, the results of any future litigation or claims are] inherently unpredictable, and such outcomes could have a material adverse effect on our results of operations, Cash from operating activities or financial condition.

For example, [added: a number of countries have enacted legislation to implement] the Organisation for Economic Co-operation and [removed: Development has proposed modernizing international tax rules, including] [added: Development’s] global minimum tax standards (referred to as Pillar 2), which has caused an increase to our effective tax rate.

Recently, there has been an increase in global geopolitical uncertainty due to a number of factors, including the international impacts of the ongoing [removed: wars] [added: war] in Ukraine and [removed: Israel and] increasing tensions between China and the United States.

In 2024, PPG completed the divestiture of its U.S. and Canada Architectural Coatings business, which further increases the percentage of sales recognized outside the U.S. During [removed: 2024,] [added: 2025,] approximately [removed: 68%] [added: 70%] of the Company’s total net sales were recognized outside of the United States.

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 12

[added: However, such events could reduce our] ability to supply products, reduce demand for our products or make it difficult or impossible for us to receive raw materials from suppliers or to deliver products to customers.

[removed: The techniques, tools and tactics used in cyber-attacks evolve rapidly, including] from emerging technologies such as advanced automation or artificial intelligence and may be difficult to detect for periods of time.

This is dependent on a number of factors, including our ability to produce [added: and deliver] products that meet the quality, performance and price expectations of our customers and our ability to develop effective sales, advertising and marketing programs.

Vehicle manufacturers continue to develop new safety features such as collision avoidance technology and self-driving vehicles that may reduce vehicle collisions in the future, potentially [removed: lowering demand for our automotive refinish coatings.]

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 13

[added: In addition, through the introduction of new technologies, new] business models or new methods of travel, such as ridesharing, the number of automotive OEM new-builds may decline, potentially reducing demand for our automotive OEM coatings and related automotive parts.

PPG is committed to developing and selling sustainably-advantaged products, which are designed to help our customers achieve their [added: business and] sustainability goals, including by reducing the amount of materials used in their processes.

If we fail to meet production targets and commitments, or encounter difficulty or unexpected costs in meeting such levels, it could have [removed: a material] [added: an adverse] effect on our reputation, business, operating results, or financial condition.

However, fluctuations in foreign currency exchange rates, particularly the strengthening or weakening of the U.S. dollar

The techniques, tools and tactics used in cyber-attacks evolve rapidly, including

We are incorporating artificial intelligence technologies into our research, products, services and processes.

These technologies may present business, operational, compliance and reputational risks.

Artificial intelligence (“AI”) and machine-learning technology continue to advance rapidly, presenting both opportunities and risks.

If we cannot incorporate these rapidly advancing technologies as quickly or effectively as other companies, our competitive position and business results may suffer.

Incorporation of these new technologies into our processes may result in new or expanded risks, including risks related to regulatory compliance, litigation, ethical concerns, confidentiality or cybersecurity, among other factors that could potentially adversely impact our business, reputation and financial results.

The use of AI in the development of our products and services could increase the risk of loss or theft of our intellectual property and could subject us to incremental risks related to data privacy and cybersecurity.

The use of AI can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our stakeholders, our reputation and our business.

Additionally, we face risks of competitive disadvantage if our competitors are able to more effectively use AI to create products or services at a lower cost or higher quality compared to PPG’s competing products or services.

lowering demand for our automotive refinish coatings.

and labor shortages in certain regions of the world.

Nonetheless, the results of any future litigation or claims are

However, such events could reduce our

In addition, through the introduction of new technologies, new

The following discussion includes a comparison of our results of operations and liquidity and capital resources for the years ended December 31, [removed: 2024, 2023] [added: 2025] and [removed: 2022.][added: 2024.]

Income before income taxes was [removed: $1,852] [added: $2,045] million in [removed: 2024,] [added: 2025,] an increase of [removed: $162] [added: $193] million compared to the prior year.

| | | | | | | | | | [removed: | | |] % Change | | | [removed: | | |]

| *($ in millions, except percentages)* | | | [removed: 2024 | | | 2023 | | | 2022] [added: 2025] | | | [removed: 2024 vs. 2023] [added: 2024] | | | [removed: 2023] [added: 2025] vs. [removed: 2022] [added: 2024] | | |

| United States and Canada | | | [removed: $5,352 | | | $5,485 | | | $5,346] [added: $5,372] | | | [removed: (2.4)%] [added: $5,352] | | | [removed: 2.6%] [added: 0.4%] | | |

| Europe, Middle East and Africa (EMEA) | | | [removed: 5,386 | | | 5,617 | | | 5,458] [added: 5,368] | | | [removed: (4.1)%] [added: 5,386] | | | [removed: 2.9%] [added: (0.3)%] | | |

| [removed: 2024] [added: | | | 2025 | | | 2024 | | | 2025] vs. [removed: 2023] [added: 2024] | | |

Net sales [removed: decreased $397] [added: increased $30] million due to the following:

*● [removed: Lower] [added: Higher] sales [removed: volumes (-1%)*][added: volumes*]

*● Unfavorable foreign currency [removed: translation and divestitures (-1%)*][added: translation*]

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 19

[removed: Net sales] [added: Cost of sales, exclusive of depreciation and amortization,] increased [removed: $628] [added: $64] million due to the following:

*● Higher selling prices [removed: (+5%)*][added: (+2%)*]

*● [removed: Lower] [added: Higher] sales volumes [removed: (-2%)*][added: (+2%)*]

| Cost of sales, exclusive of depreciation and amortization | | | [removed: $9,252 | | | $9,678 | | | $9,975] [added: $9,316] | | | [removed: (4.4)%] [added: $9,252] | | | [removed: (3.0)%] [added: 0.7%] | | |

| Cost of sales as a % of net sales | | | [removed: 58.4 | | % | 59.6] [added: 58.7] | | % | [removed: 63.9] [added: 58.4] | | % | [removed: (1.2)% | | | (4.3)%] [added: 0.3%] | | |

| Selling, general and administrative expenses | | | [removed: $3,391 | | | $3,401 | | | $3,037] [added: $3,439] | | | [removed: (0.3)%] [added: $3,391] | | | [removed: 12.0%] [added: 1.4%] | | |

| Selling, general and administrative expenses as a % of net sales | | | [removed: 21.4 | | % | 20.9] [added: 21.7] | | % | [removed: 19.5] [added: 21.4] | | % | [removed: 0.5% | | | 1.4%] [added: 0.3%] | | |

Selling, general and administrative expenses [removed: decreased $10] [added: increased $48] million primarily due to:

*● Restructuring [removed: cost] savings*

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 20

| Interest expense | | | $241 | | | [removed: $247 | | | $167 | | | (2.4)%] [added: $241] | | | [removed: 47.9%] [added: —%] | | |

| Business restructuring, net | | | [removed: $233 | | | ($2) | | | $33] [added: $6] | | | [removed: N/A] [added: $233] | | | [removed: N/A] [added: (97.4)%] | | |

| Impairment and other related charges, net | | | [removed: $146 | | | $160 | | | $231] [added: $24] | | | [removed: (8.8)%] [added: $146] | | | [removed: (30.7)%] [added: (83.6)%] | | |

| Other charges/(income), net | | | [removed: ($8) | | | $80 | | | ($66)] [added: $6] | | | [removed: N/A] [added: ($8)] | | | N/A | | |

[removed: *Interest income*][added: | Interest income | | | ($153) | | | ($177) | | | (13.6)% | | |]

[removed: During] [added: In] 2024, the Company received written approval from Russian regulatory authorities of a definitive agreement to sell the Company’s remaining Russian business.

Refer to Note [removed: 6, “Goodwill and Other Identifiable Intangible Assets” and Note] 7 ”Impairment and Other Related Charges, Net” in Item 8 of this Form 10-K for additional information.

Refer to Note [removed: 14, “Employee Benefit Plans"] [added: 18, “Other Charges/(Income), Net”] in Item 8 of this Form 10-K for additional information.

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 21

*Other [removed: (income)/charges,] [added: charges/(income),] net*

| | | | | | | | | | [removed: | | |] % Change | | | [removed: % Change | | |]

| Income tax expense | | | [removed: $475 | | | $428 | | | $320] [added: $458] | | | [removed: 11.0%] [added: $475] | | | [removed: 33.8%] [added: (3.6)%] | | |

| Effective tax rate | | | [removed: 25.6 | | % | 25.3] [added: 22.4] | | % | [removed: 23.6] [added: 25.6] | | % | [removed: 0.3% | | | 1.7%] [added: (3.2)%] | | |

| Adjusted effective tax rate, continuing operations* | | | [removed: 22.9 | | % | 22.2] [added: 23.5] | | % | [removed: 22.1] [added: 22.9] | | % | [removed: 0.7% | | | 0.1%] [added: 0.6%] | | |

| Earnings per diluted share, continuing operations | | | [removed: $5.72 | | | $5.16 | | | $4.24] [added: $6.92] | | | [removed: 10.9%] [added: $5.72] | | | [removed: 21.7%] [added: 21.0%] | | |

| Adjusted earnings per diluted share, continuing operations* | | | [removed: $7.87 | | | $7.42 | | | $5.84] [added: $7.58] | | | [removed: 6.1%] [added: $7.87] | | | [removed: 27.1%] [added: (3.7)%] | | |

| *See the Regulation G reconciliations - results of operations | | | | | | | | | | | | [removed: | | | | | |]

The adjusted effective tax rate was [removed: 22.9%,] [added: 23.5%,] which was [added: slightly] higher than the prior year adjusted effective tax [removed: rate in part due to the adverse impact of the Pillar 2 global minimum tax.][added: rate.]

The effective tax rate on continuing operations for the year ended December 31, [removed: 2023] [added: 2025] was [removed: 25.3%, an increase] [added: 22.4%, a decrease] of [removed: 1.7%] [added: 3.2%] compared to the prior [removed: year] [added: year, primarily] due [removed: in part] to the [removed: goodwill] [added: absence of the 2024] impairment charge, [removed: for] which [removed: there was] [added: had] no [added: associated income] tax [removed: benefit.][added: benefit, and a reduction in the provision for uncertain tax positions.]

A discussion of changes in our results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023 has been omitted from this Form 10-K, but may be found in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 Form 10-K, filed with the Securities and Exchange Commission on February 20, 2025.

Net sales of approximately $15.9 billion in 2025 were flat compared to 2024, with higher selling prices, sales volume growth and favorable foreign currency translation offset by the impact of divestitures.

This increase was primarily due to lower business restructuring charges and impairment and other related charges, higher selling prices, improved manufacturing productivity and restructuring savings, partially offset by the impact of unfavorable sales mix and overhead and other cost inflation.

| Asia Pacific | | | 2,937 | | | 2,912 | | | 0.9% | | |

| Latin America | | | 2,198 | | | 2,195 | | | 0.1% | | |

| Total | | | $15,875 | | | $15,845 | | | 0.2% | | |

*● Increased manufacturing productivity*

*● Divestitures*

| *($ in millions, except percentages)* | | | 2025 | | | 2024 | | | 2025 vs. 2024 | | |

*● Divestitures*

*Depreciation*

| | | | | | | | | | % Change | | |

| *($ in millions, except percentages)* | | | 2025 | | | 2024 | | | 2025 vs. 2024 | | |

| Depreciation | | | $403 | | | $360 | | | 11.9% | | |

| Depreciation as a % of net sales | | | 2.5 | | % | 2.3 | | % | 0.2% | | |

Depreciation increased $43 million primarily due to:

*● Accelerated depreciation expense*

*● Divestitures*

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | % Change | | |

| *($ in millions, except percentages)* | | | 2025 | | | 2024 | | | 2025 vs. 2024 | | |

In 2025, the Company recognized pretax net impairment and other related charges of $24 million related to a consolidated joint venture in the Performance Coatings segment.

The charges primarily represented the impairment of definite-lived identified intangible assets.

Other charges/(income), net was higher in 2025 compared to 2024 primarily due to a net charge related to the anticipated resolution of an outstanding tax matter that includes both income taxes and non-income taxes and the absence of a gain recognized in 2024 on the divestiture of the silicas products business.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | % Change | | |

| *($ in millions, except percentages)* | | | 2025 | | | 2024 | | | 2025 vs. 2024 | | |

| | | | | | | | | | | | |

Earnings per diluted

Total segment income decreased by 3%.

Aggregate segment margins were 60 basis points lower than the prior year, driven by a decline in industry project-related spending on architectural coatings in Mexico in the first half of 2025 and a decline in automotive refinish coatings sales volumes in the second half of the year.

Demand for aerospace coatings and protective and marine coatings was strong with double-digit percentage organic sales growth year over year.

Automotive refinish coatings demand was impacted by lower collision claims in the U.S. which drove volume declines in the second half of 2025.

Global automotive OEM manufacturers’ production increased by about 4% versus 2024 with higher demand in the Asia-Pacific and Latin America regions more than offsetting lower demand in the United States and Europe.

PPG outperformed the market in the third and fourth quarters of 2025 driven by share gains.

In Latin America, demand was negatively impacted in the first half of the year as project-related spending was paused due to tariff uncertainties.

Despite the macroeconomic environment, we expect growth will be driven by aerospace coatings and architectural coatings in Mexico as well as share gains in our Industrial Coatings segment, resulting in organic sales growth in the range of flat to a positive low single-digit percentage.

The Company’s financial results have been recast to present the results of the architectural coatings business in the U.S. and Canada as discontinued operations for all periods presented.

Net sales were approximately $15.8 billion in 2024, a decrease of 2% compared to the prior year, due to sales volumes declining and the combination of unfavorable foreign currency translation and divestitures reducing net sales.

Despite decreased sales due to lower industry demand in automotive OEM coatings, industrial coatings and architectural coatings in Europe, results were supported by record sales in aerospace coatings and growth in several other key technology-driven businesses.

This increase was primarily due lower raw material costs, lower performance-based compensation costs and restructuring savings, partially offset by overhead inflation and the impact of lower sales volumes.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Asia Pacific | | | 2,912 | | | 2,873 | | | 2,824 | | | 1.4% | | | 1.7% | | |

| Latin America | | | 2,195 | | | 2,267 | | | 1,986 | | | (3.2)% | | | 14.1% | | |

| Total | | | $15,845 | | | $16,242 | | | $15,614 | | | (2.4)% | | | 4.0% | | |

| | | |

| --- | --- | --- |

For specific business results, see the Performance of Reportable Business Segments section within Item 7 of this Form 10-K.

| 2023 vs. 2022 | | |

*Partially offset by:*

Cost of sales, exclusive of depreciation and amortization, decreased $426 million due to the following:

*● Moderating raw material costs*

*● Lower sales volume*

Cost of sales, exclusive of depreciation and amortization, decreased $297 million due to the following:

*● Wage and other cost inflation*

*● Lower performance-based compensation*

Selling, general and administrative expenses increased $364 million primarily due to:

*● Higher performance-based compensation expense*

*● Selling, general and administrative expenses from acquired businesses*

| Interest income | | | ($177) | | | ($140) | | | ($54) | | | 26.4% | | | 159.3% | | |

| Pension settlement charge | | | $— | | | $190 | | | $— | | | N/A | | | N/A | | |

*Interest expense*

Interest expense decreased $6 million in 2024 versus 2023 primarily due to lower debt balances.

Interest expense increased $80 million in 2023 versus 2022 primarily due to the unfavorable impact of higher interest rates on PPG’s variable debt obligations.

Interest income increased $37 million in 2024 versus 2023 primarily due to the favorable impact of higher interest rates.

Interest income increased $86 million in 2023 versus 2022 primarily due to strong cash generation, resulting in higher levels of cash and cash equivalents, as well as the favorable impact of higher interest rates.

In 2022, the Company approved a business restructuring plan which included actions to reduce its global cost structure in response to economic conditions, including softening demand in Europe and lower than expected demand recovery in China.

In connection with approval of this restructuring program, the Company recorded a pretax restructuring charge of $33 million.

During 2023, as a result of its annual impairment testing performed in the fourth quarter, the Company recorded Impairment and other related charges, net of $158 million due to the goodwill impairment recognized for the traffic solutions reporting unit and $2 million to reduce the carrying value of certain indefinite-lived trademarks.

During 2022, the Company recorded Impairment and other related charges, net of $231 million primarily related to the wind down of the Company’s operations in Russia.

*Pension settlement charge*

In March 2023, the Company purchased group annuity contracts that transferred to third-party insurance companies pension benefit obligations for certain of the Company’s retirees in the U.S. who were receiving their monthly retirement benefit payments from the U.S. pension plan.

This transaction resulted in a pension settlement charge of $190 million.

Other (income)/charges, net was higher in 2024 compared to 2023 primarily due to a gain recognized on the divestiture of the silicas products business, partially offset by the recognition of accumulated foreign currency translation losses related to the Company’s exit of its Argentina operations.

Refer to Note 18, “Other (Income)/Charges, Net” in Item 8 of this Form 10-K for additional information.

Other (income)/charges, net was lower in 2023 compared to 2022 due to an increase in the non-service cost components of pension and other postretirement benefit expense, an increase in environmental remediation costs and foreign currency losses recognized in Argentina related to a central bank adjustment to official foreign currency rates.

Certain foreign currency forward contracts outstanding during [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] served as a hedge of a portion of PPG’s exposure to foreign currency transaction risk.

The fair value of these contracts were net [removed: liabilities] [added: assets] of [removed: $53] [added: $1] million and net [removed: assets] [added: liabilities] of [removed: $23] [added: $53] million as of December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively.

The potential reduction in PPG’s Income before income taxes resulting from the impact of adverse changes in exchange rates on the fair value of its outstanding foreign currency hedge contracts of 10% for European and Canadian currencies and 20% for Asian and Latin American currencies for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] would have been [removed: $429] [added: $447] million and [removed: $402] [added: $429] million, respectively.

PPG had U.S. dollar to euro cross currency swap contracts with a total notional amount of $375 million [removed: and $475 million] as of [added: both] December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023, respectively.][added: 2024.]

The fair value of these contracts were net assets of [removed: $50] [added: $11] million and [removed: $33] [added: $50] million as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

A 10% increase in the value of the euro to the U.S. dollar would have had an unfavorable effect on the fair value of these swap contracts by reducing the value of these instruments by [removed: $31] [added: $40] million and [removed: $46] [added: $31] million at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

As of [removed: both] December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: December 31, 2024,] PPG had non-U.S. dollar denominated debt outstanding of [added: $4.1 billion and] $3.3 [removed: billion.][added: billion, respectively.]

A weakening of the U.S. dollar by 10% against European currencies and by 20% against Asian and South American currencies would have resulted in unrealized translation losses of [removed: $369] [added: $457] million and [removed: $363] [added: $369] million as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

PPG has interest rate swaps which converted $375 million of fixed rate debt to variable rate debt as of both December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively.

The fair values of these contracts were liabilities of [removed: $16] [added: $6] million and [removed: $14] [added: $16] million as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

An increase in variable interest rates of 10% would have lowered the fair values of these swaps and increased interest expense by [added: $2 million and] $5 million for [removed: both] the periods ended December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024, respectively.]

Considering the debt balance outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] a 10% increase in interest rates in the U.S., Canada, Mexico and Europe and a 20% increase in interest rates in Asia and South America would have increased annual interest expense associated with PPG's variable rate debt obligations by $3 million [added: for both the periods ended December 31, 2025] and [removed: by $2 million, respectively.][added: 2024.]

Further, a 10% reduction in interest rates would have increased the fair value of the Company’s fixed rate debt by approximately [removed: $77] [added: $73] million and [removed: $96] [added: $77] million as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively; however, such changes would not have had an effect on PPG’s annual Income before income taxes or cash flows.

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K [removed: 35][added: 32]

PPG is a global leader [removed: with manufacturing facilities] [added: that markets] and [removed: equity affiliates] [added: sells] in more than [removed: 70] [added: 50] countries.

PPG’s business is comprised of three reportable business segments: [removed: Global Architectural Coatings, Performance Coatings and Industrial Coatings as described below:]

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 3

| Architectural Coatings Latin America and Asia Pacific | | | Paints, wood stains, adhesives, sealants and purchased sundries | | | Painting and maintenance contractors and consumers for decoration and maintenance of residential and commercial building structures | | | Company-owned stores, home centers and other regional or national consumer retail outlets, paint dealers, concessionaires, independent distributors and direct to consumers | | | COMEX®, PPG®, GLIDDEN®, MERIDIAN®, POLYFORM®, RENNER®, [removed: TAUBMANS®] [added: TAUBMANS®, TIKKURILA®] and WHITE KNIGHT® | | |

| Global Competitors | | | Akzo Nobel N.V., [removed: BASF Corporation,] Hempel A/S, Nippon Paint, the Jotun Group, The Sherwin-Williams Company | | |

| Principal Manufacturing and Distribution Facilities | | | Amsterdam, Netherlands; Birstall, United Kingdom; Debica, Poland; Mexico City, Mexico; Moreuil, France; Nykvarn, Sweden; Ruitz, France; San Juan del Rio, Mexico; Tepexpan, Mexico; [added: Tepotzotlan, Mexico;] Vantaa, Finland; and Wroclaw, Poland. | | |

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 4

| Automotive Refinish Coatings | | | Coatings, solvents, adhesives, sealants, purchased sundries, digital solutions and paint films | | | Automotive and commercial transport/fleet repair and refurbishing, light industrial coatings and specialty coatings for signs | | | Independent distributors and direct to customers | | | PPG®, [added: COLAD®, FINIXA®] SEM®, SPRINT® | | |

| Principal Manufacturing and Distribution Facilities | | | [removed: Amsterdam, Netherlands; Birstall, United Kingdom; Busan, South Korea;] Clayton, Australia; Delaware, Ohio; Deurne, Belgium; Ennis, Texas; Gonfreville, France; Greensboro, North Carolina; Huntsville, Alabama; Kunshan, China; Little Rock, Arkansas; Milan, Italy; Mojave, California; Nykvarn, Sweden; Ontario, Canada; Ostrow Wielkopolski, Poland; Ruitz, France; Shildon, United Kingdom; Sylmar, California; Stowmarket, United Kingdom; Tepexpan, Mexico; [removed: Vantaa, Finland;] [added: Ulsan, South Korea;] and Wroclaw, Poland. | | |

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 5

| Alliances | | | PPG has established alliances [removed: with Kansai] [added: with: •Kansai] Paints to serve Japanese-based automotive OEM customers in North America and Europe [removed: and Asian] [added: •Asian] Paints [removed: Ltd.] to serve certain [removed: aftermarket customers and] automotive OEM [added: and industrial coatings] customers in [removed: India.] [added: India] | | |

| Principal Manufacturing and Distribution Facilities | | | Barberton, Ohio; [added: Busan, South Korea;] Cheonan, South Korea; Cieszyn, Poland; Circleville, Ohio; Cleveland, Ohio; Monroeville, Pennsylvania; Oak Creek, Wisconsin; Quattordio, Italy; San Juan del Rio, Mexico; Springdale, Pennsylvania; Sumaré, Brazil; Weingarten, Germany; and Tianjin and Zhangjiagang, China. | | |

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 6

| *($ in millions, except percentages)* | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Research and development costs, including depreciation of research facilities | | | [removed: $447] [added: $446] | | | | | | [removed: $446] [added: $447] | | | | | | [removed: $457] [added: $446] | | |

| % of annual net sales | | | 2.8 | | % | | | | [removed: 2.7] [added: 2.8] | | % | | | | [removed: 2.9] [added: 2.7] | | % |

Additionally, we operate laboratories in close geographic proximity to our customers, and we customize our products for our customers' end-use [removed: applications.]

The Company’s most significant raw materials include resins, solvents, reactants, titanium dioxide, [removed: additives] [added: additives, epoxy] and [removed: epoxy.][added: pigments.]

In [removed: support of] [added: connection with] our decarbonization [removed: efforts,] [added: efforts undertaken to meet customer requirements,] we continue to increase the amount of renewable energy secured for our operating facilities, and we are increasingly evaluating alternative raw materials that offer sustainable benefits and support the circular economy, including recycled and renewable feedstocks.

Our Supplier Sustainability Policy [removed: builds] [added: and our Human Rights Policy build] upon our Global Supplier Code of Conduct by establishing expectations for sustainability within our [added: operations and our] supply chain.

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 7

[added: These policies reinforce] our expectations that our suppliers, as well as their subcontractors, will comply fully with applicable laws and adhere to internationally recognized environmental, social and corporate-governance standards.

During [removed: 2024, unfavorable] [added: 2025,] foreign currency translation [removed: decreased] [added: increased] Net sales by [removed: approximately $70] [added: $137] million and [added: decreased] Income before income taxes by [removed: approximately $20] [added: $8] million.

As of December 31, [removed: 2024,] [added: 2025,] PPG employed approximately [removed: 46,000] [added: 43,500] people, of which approximately [removed: 11,700] [added: 11,000] were in the United States and approximately [removed: 34,300] [added: 32,500] were elsewhere in the world.

There were no significant work stoppages in [removed: 2024.][added: 2025.]

These strategies in the areas of culture and purpose, employee engagement, development and pay equity are overseen by the [added: Board of Directors, including its] Human Capital Management and Compensation [removed: Committee of our Board of Directors.][added: Committee.]

For [removed: 2024,] [added: 2025,] our injury and illness rate was [removed: 0.31.][added: 0.22.]

More information about PPG’s human capital management strategies and our workforce can be found in the Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Shareholders and in our Sustainability Report located at http://sustainability.ppg.com.

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 8

In [removed: 2024,] [added: 2025,] PPG continued to innovate and deliver sustainably-advantaged solutions based on our customers’ desire to improve their productivity and to reduce overall value chain [removed: environmental impacts.]

For the year ended December 31, [removed: 2024, 41%] [added: 2025, 43%] of sales were from sustainably-advantaged products and processes that we have defined as addressing multiple sustainability benefits, including lower emissions, lower toxicity, energy efficiency, use of renewable raw materials or extending durability.

PPG is committed to using resources efficiently and [removed: driving] [added: integrating] sustainability throughout our entire value [removed: chain,] [added: chain to drive productivity improvements,] including continued focus on reducing greenhouse gas emissions, water withdrawal and total energy use.

In addition to the [removed: $222] [added: $206] million currently reserved for environmental remediation efforts, we may be subject to loss contingencies related to environmental matters estimated to be approximately $100 million to $200 million.

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 9

| *($ in millions)* | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Capital expenditures for environmental control projects | | | [removed: $24] [added: $19] | | | | | | [removed: $26] [added: $24] | | | | | | [removed: $21] [added: $26] | | |

We believe that the amount spent on capital expenditures for environmental control projects in [removed: 2025] [added: 2026] will be similar to [removed: 2024.][added: 2025.]

- Global Architectural Coatings: Leverages leading trusted brands and its world-class distribution networks to provide sustainable do-it-yourself (DIY), trade and retail high-performance solutions to customers across key geographies

- Performance Coatings: Delivers highly-specified, differentiated products and services that enhance customer productivity, focused on aftermarket and select original equipment manufacturers to maximize profitable growth

- Industrial Coatings: Provides direct-to-factory technology-advantaged solutions integrated into original equipment manufacturer customers’ operations that support their global expansion, sustainability and productivity goals.

Further information related to the three reportable business segments is summarized below.

applications.

Despite the impact of previously enacted tariffs, anti-dumping duties and significant uncertainty related to global tariff rates and policies throughout 2025, raw material costs were generally stable during the year and did not change significantly compared to 2024.

In 2026, raw material costs are expected to continue to remain relatively flat compared to 2025.

In 2025, employee engagement remained strong, with our October 2025 engagement survey showing consistently high levels of engagement across the workforce, supporting the organizational health required to deliver the Company’s long term growth strategy.

environmental impacts.

In December 2024, PPG completed the sale of 100% of its architectural coatings business in the U.S. and Canada.

Accordingly, the Company’s consolidated results of operations and cash flows have been recast to present the results of the architectural coatings business in the U.S. and Canada as discontinued operations for all periods presented, and the Company’s December 31, 2023 balance sheet has been recast to present the assets and liabilities of the U.S. and Canada architectural coatings business as held for sale.

Refer to Note 2, “Divestitures” under Item 8 of this Form 10-K for further information relating to this transaction.

While PPG faced certain raw material shortages and logistical challenges during 2021 and 2022, raw material and logistics availability improved in 2023 and 2024 and is now comparable to pre-pandemic conditions.

In 2024, raw material costs remained high compared to historic levels, but moderated compared to 2022 levels, resulting in a low single-digit percentage decrease to cost of goods sold compared to 2023.

The Company expects raw material costs to increase by a low single-digit percentage during 2025, primarily due to already enacted tariffs.

Our commitment to sustainability extends to our suppliers as an extension of our internal focus on sustainability.

The PPG Global Supplier Code of Conduct clarifies our global expectations in the areas of business integrity, labor practices, associate health and safety, and environmental management.

These policies reinforce

We conduct employee surveys to increase dialogue among teams and implement meaningful action to improve results.

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 16

[removed: The] [added: A bench trial for the PPG Lawsuit was held in the] Delaware Court of Chancery [removed: has set a trial date of] [added: in] May [removed: 6, 2025 for the PPG Lawsuit.][added: 2025.]

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 17

Set forth below is information related to the Company’s executive officers as of February [removed: 20, 2025.][added: 19, 2026.]

| Timothy M. Knavish (a) | | | [removed: 59] [added: 60] | | | Chairman and Chief Executive Officer since October 2023 | | |

| Anne M. Foulkes [removed: (b)] [added: (h)] | | | [removed: 62] [added: 63] | | | Senior Vice [removed: President] [added: President, Law] and [removed: General Counsel] [added: Special Projects] since [removed: September 2018] [added: January 2026] | | |

| Vincent J. Morales (c) | | | [removed: 59] [added: 60] | | | Senior Vice President and Chief Financial Officer since March 2017 | | |

| K. Henrik Bergström [removed: (d)] [added: (e)] | | | [removed: 52] [added: 53] | | | Senior Vice President, [added: Global] Architectural [removed: Coatings, Latin America, EMEA and Asia Pacific] [added: Coatings] since May 2023 | | |

| Kevin D. Braun [removed: (e)] [added: (f)] | | | [removed: 56] [added: 57] | | | Senior Vice President, Operations since October 2024 | | |

| Amy R. Ericson [removed: (f)] [added: (g)] | | | [removed: 59] [added: 60] | | | Senior Vice President, Protective and Marine Coatings since January 2023 | | |

| Chancey E. Hagerty [removed: (g)] [added: (i)] | | | [removed: 51] [added: 52] | | | Senior Vice President, Automotive Refinish Coatings since May 2023 | | |

[removed: (b)Ms.] [added: (h)Ms.] Foulkes served as Senior Vice [removed: President,] [added: President and] General Counsel [removed: and Secretary] from [removed: April 2022 to June 2022 and from August] [added: September] 2018 to [removed: September 2018,] [added: December 2025,] Vice President and Associate General Counsel and Secretary from March 2016 through July 2018 and Assistant General Counsel and Secretary from April 2011 through February 2016.

[removed: (d)Mr.] [added: (e)Mr.] Bergström served as Vice President, Architectural Coatings, Latin America, EMEA and Asia Pacific from February 2022 through April 2023 and as Vice President Architectural Coatings, Latin America from April 2017 through January 2022.

[removed: Mr.] [added: (f)Mr.] Braun served as Senior Vice President, Industrial Coatings Segment from May 2023 through September 2024, Vice President, Global Industrial Coatings from January 2020 through April 2023 and as Vice President, Industrial Coatings, Americas from September 2013 through December 2019.

[removed: (f)Ms.] [added: (g)Ms.] Ericson served as Senior Vice President, Packaging Coatings from July 2018 through December 2022.

[removed: (g)Mr.] [added: (i)Mr.] Hagerty served as Vice President, Global Automotive Refinish Coatings from January 2020 through April 2023 and as Vice President, Global Industrial Coatings from January 2019 through December 2019.

The court ordered post-trial briefing, and a final oral argument was held in July 2025.

PPG expects the trial court to issue its final decision in 2026.

| Joseph R. Gette (b) | | | 53 | | | Senior Vice President, General Counsel and Secretary since January 2026 | | |

| Alisha E. Bellezza (d) | | | 50 | | | Senior Vice President, Automotive Coatings since March 2024 | | |

| Juliane M. Hefel (j) | | | 50 | | | Senior Vice President, Industrial Coatings and Specialty Products since January 2025 | | |

| Robert L. Massy (k) | | | 48 | | | Senior Vice President and Chief Human Resources Officer since March 2024 | | |

(b)Mr. Gette served as Vice President, Deputy General Counsel and Secretary from June 2022 through December 2025.

Previously, Mr. Gette served as Assistant General Counsel, Mergers and Acquisitions and Securities from 2018 to 2022.

(d)Ms. Bellezza served as Vice President, Global Automotive Coatings from July 2023 to through February 2024.

She joined PPG in 2023 from Chemours where she served as President, Thermal and Specialized Solutions and prior to that as Vice President, Global Sales, Commercial Operations and Supply Chain from 2018 to 2020 and as Vice President, Treasurer and Head of Investor Relations from 2016 to 2018.

(j)Ms. Hefel served as Vice President, Specialty Coatings and Materials from November 2023 through December 2025.

Ms. Hefel joined PPG in September 2022 from Henkel where she served as Corporate Vice President, Automotive OEM Business Americas and prior to that as Vice President, Acoustics and Structurals Business, North America and Mexico.

(k)Mr. Massy joined PPG in March 2024 from Westinghouse Electric Company where he served as Executive Vice President, Chief Administrative Officer and Chief Human Resources Officer.

Prior to Westinghouse, Mr. Massy served as Global Head of Talent and Development at Weatherford International.

(e)Effective October 1, 2024, Mr. Braun was named Senior Vice President, Operations.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

| [removed: 0.875%] [added: 3.250%] Notes due [removed: 2025] [added: 2032] | | | | | | PPG [removed: 25] [added: 32] | | | | | | New York Stock Exchange | | |

Indicate by checkmark whether the registrant has submitted electronically every Interactive Date File required to be submitted [removed: and posted] 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 [removed: and post] such files).

| [removed: (Do not check if a smaller reporting company)] | | | | | | Emerging growth company | | | ☐ | | |

Indicate by check mark whether the Registrant is a shell company (as defined [removed: by] [added: in] Rule 12b-2 of the Act).

The aggregate market value of common stock held by non-affiliates as of June 30, [removed: 2024,] [added: 2025,] was [removed: $29,338] [added: $25,642] million.

As of January 31, [removed: 2025, 226,953,559] [added: 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 [removed: $26,163] [added: $25,824] million.

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 1

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

| Item 1. | | | [removed: [Business](#i88eae83685ba436084566ad51aff0a4e_13)] [added: [Business](#i9fbfffd7b217473ca6f3aa9a0974d3e0_13)] | | | [removed: [3](#i88eae83685ba436084566ad51aff0a4e_13)] [added: [3](#i9fbfffd7b217473ca6f3aa9a0974d3e0_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i88eae83685ba436084566ad51aff0a4e_37)] [added: Factors](#i9fbfffd7b217473ca6f3aa9a0974d3e0_37)] | | | [removed: [10](#i88eae83685ba436084566ad51aff0a4e_37)] [added: [10](#i9fbfffd7b217473ca6f3aa9a0974d3e0_37)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i88eae83685ba436084566ad51aff0a4e_40)] [added: Comments](#i9fbfffd7b217473ca6f3aa9a0974d3e0_40)] | | | [removed: [14](#i88eae83685ba436084566ad51aff0a4e_40)] [added: [14](#i9fbfffd7b217473ca6f3aa9a0974d3e0_40)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i88eae83685ba436084566ad51aff0a4e_43)] [added: [Cybersecurity](#i9fbfffd7b217473ca6f3aa9a0974d3e0_43)] | | | [removed: [14](#i88eae83685ba436084566ad51aff0a4e_43)] [added: [14](#i9fbfffd7b217473ca6f3aa9a0974d3e0_43)] | | |

| Item 2. | | | [removed: [Properties](#i88eae83685ba436084566ad51aff0a4e_46)] [added: [Properties](#i9fbfffd7b217473ca6f3aa9a0974d3e0_46)] | | | [removed: [15](#i88eae83685ba436084566ad51aff0a4e_46)] [added: [15](#i9fbfffd7b217473ca6f3aa9a0974d3e0_46)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i88eae83685ba436084566ad51aff0a4e_49)] [added: Proceedings](#i9fbfffd7b217473ca6f3aa9a0974d3e0_49)] | | | [removed: [16](#i88eae83685ba436084566ad51aff0a4e_49)] [added: [16](#i9fbfffd7b217473ca6f3aa9a0974d3e0_49)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i88eae83685ba436084566ad51aff0a4e_55)] [added: Disclosures](#i9fbfffd7b217473ca6f3aa9a0974d3e0_55)] | | | [removed: [18](#i88eae83685ba436084566ad51aff0a4e_55)] [added: [18](#i9fbfffd7b217473ca6f3aa9a0974d3e0_55)] | | |

| Item 5. | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i88eae83685ba436084566ad51aff0a4e_61)] [added: Securities](#i9fbfffd7b217473ca6f3aa9a0974d3e0_61)] | | | [removed: [19](#i88eae83685ba436084566ad51aff0a4e_61)] [added: [19](#i9fbfffd7b217473ca6f3aa9a0974d3e0_61)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i88eae83685ba436084566ad51aff0a4e_64)] [added: [\[Reserved\]](#i9fbfffd7b217473ca6f3aa9a0974d3e0_64)] | | | [removed: [19](#i88eae83685ba436084566ad51aff0a4e_64)] [added: [19](#i9fbfffd7b217473ca6f3aa9a0974d3e0_64)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i88eae83685ba436084566ad51aff0a4e_67)] [added: Operations](#i9fbfffd7b217473ca6f3aa9a0974d3e0_67)] | | | [removed: [19](#i88eae83685ba436084566ad51aff0a4e_67)] [added: [19](#i9fbfffd7b217473ca6f3aa9a0974d3e0_67)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i88eae83685ba436084566ad51aff0a4e_118)] [added: Risk](#i9fbfffd7b217473ca6f3aa9a0974d3e0_127)] | | | [removed: [35](#i88eae83685ba436084566ad51aff0a4e_118)] [added: [32](#i9fbfffd7b217473ca6f3aa9a0974d3e0_127)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i88eae83685ba436084566ad51aff0a4e_121)] [added: Data](#i9fbfffd7b217473ca6f3aa9a0974d3e0_130)] | | | [removed: [36](#i88eae83685ba436084566ad51aff0a4e_121)] [added: [33](#i9fbfffd7b217473ca6f3aa9a0974d3e0_130)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i88eae83685ba436084566ad51aff0a4e_244)] [added: Disclosure](#i9fbfffd7b217473ca6f3aa9a0974d3e0_256)] | | | [removed: [78](#i88eae83685ba436084566ad51aff0a4e_244)] [added: [75](#i9fbfffd7b217473ca6f3aa9a0974d3e0_256)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i88eae83685ba436084566ad51aff0a4e_247)] [added: Procedures](#i9fbfffd7b217473ca6f3aa9a0974d3e0_259)] | | | [removed: [78](#i88eae83685ba436084566ad51aff0a4e_247)] [added: [75](#i9fbfffd7b217473ca6f3aa9a0974d3e0_259)] | | |

| Item 9B. | | | [Other [removed: Information](#i88eae83685ba436084566ad51aff0a4e_250)] [added: Information](#i9fbfffd7b217473ca6f3aa9a0974d3e0_262)] | | | [removed: [78](#i88eae83685ba436084566ad51aff0a4e_250)] [added: [75](#i9fbfffd7b217473ca6f3aa9a0974d3e0_262)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i88eae83685ba436084566ad51aff0a4e_253)] [added: Inspections](#i9fbfffd7b217473ca6f3aa9a0974d3e0_265)] | | | [removed: [78](#i88eae83685ba436084566ad51aff0a4e_253)] [added: [75](#i9fbfffd7b217473ca6f3aa9a0974d3e0_265)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i88eae83685ba436084566ad51aff0a4e_259)] [added: Governance](#i9fbfffd7b217473ca6f3aa9a0974d3e0_271)] | | | [removed: [78](#i88eae83685ba436084566ad51aff0a4e_259)] [added: [75](#i9fbfffd7b217473ca6f3aa9a0974d3e0_271)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i88eae83685ba436084566ad51aff0a4e_262)] [added: Compensation](#i9fbfffd7b217473ca6f3aa9a0974d3e0_274)] | | | [removed: [79](#i88eae83685ba436084566ad51aff0a4e_262)] [added: [76](#i9fbfffd7b217473ca6f3aa9a0974d3e0_274)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i88eae83685ba436084566ad51aff0a4e_265)] [added: Matters](#i9fbfffd7b217473ca6f3aa9a0974d3e0_277)] | | | [removed: [79](#i88eae83685ba436084566ad51aff0a4e_265)] [added: [76](#i9fbfffd7b217473ca6f3aa9a0974d3e0_277)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i88eae83685ba436084566ad51aff0a4e_268)] [added: Independence](#i9fbfffd7b217473ca6f3aa9a0974d3e0_280)] | | | [removed: [79](#i88eae83685ba436084566ad51aff0a4e_268)] [added: [76](#i9fbfffd7b217473ca6f3aa9a0974d3e0_280)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i88eae83685ba436084566ad51aff0a4e_271)] [added: Services](#i9fbfffd7b217473ca6f3aa9a0974d3e0_283)] | | | [removed: [79](#i88eae83685ba436084566ad51aff0a4e_271)] [added: [76](#i9fbfffd7b217473ca6f3aa9a0974d3e0_283)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i88eae83685ba436084566ad51aff0a4e_277)] [added: Schedules](#i9fbfffd7b217473ca6f3aa9a0974d3e0_289)] | | | [removed: [79](#i88eae83685ba436084566ad51aff0a4e_277)] [added: [76](#i9fbfffd7b217473ca6f3aa9a0974d3e0_289)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i88eae83685ba436084566ad51aff0a4e_283)] [added: Summary](#i9fbfffd7b217473ca6f3aa9a0974d3e0_295)] | | | [removed: [83](#i88eae83685ba436084566ad51aff0a4e_283)] [added: [79](#i9fbfffd7b217473ca6f3aa9a0974d3e0_295)] | | |

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 2

| [Signatures](#i9fbfffd7b217473ca6f3aa9a0974d3e0_298) | | | | | | [80](#i9fbfffd7b217473ca6f3aa9a0974d3e0_298) | | |

| 1.875% Notes due 2025 | | | | | | PPG 25A | | | | | | New York Stock Exchange | | |

(Check one):

| [Signatures](#i88eae83685ba436084566ad51aff0a4e_286) | | | | | | [84](#i88eae83685ba436084566ad51aff0a4e_286) | | |

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 14

The Audit Committee of the Board (the “Audit Committee”), is responsible for oversight of the Company’s enterprise risk management (“ERM”) program which provides oversight and governance of all of the Company’s operational and financial [removed: risks] [added: risks,] including risks from cybersecurity threats to the Company.

This communication hierarchy includes protocols for informing the Audit Committee and the full Board of certain cybersecurity events [removed: and/or] [added: or] incidents and for determining the materiality thereof.

The Company’s principal research and development centers are located in Allison Park, Pa.; [removed: Tianjin, China;] [added: Burbank, Ca.;] Cleveland, Oh.; [removed: Springdale, Pa.; Milan, Italy;] Monroeville, Pa.; [removed: Ingersheim, Germany; Marly, France;] Oak Creek, Wi.; [removed: Sumare, Brazil;] [added: Springdale, Pa.; Sylmar, Ca.;] Amsterdam, Netherlands; [removed: Vantaa, Finland; Tepexpan, Mexico; Burbank, Ca.; Zhangjiagang, China;] [added: Bangplee, Thailand;] Cheonan, Republic of Korea; [added: Clayton, Australia; Ingersheim, Germany; Marly, France; Milan, Italy; Sumare, Brazil; Tepexpan, Mexico; Tianjin, China; Vantaa, Finland;] Wroclaw, Poland; [removed: Bangplee, Thailand;] and [removed: Sylmar, Ca.][added: Zhangjiagang, China.]

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 15

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K 18

| Issuer Purchases of Equity Securities - Fourth Quarter [removed: 2024] [added: 2025] | | | | | | | | | | | | | | |

| Total quarter ended December 31, [removed: 2024] [added: 2025] | | | | | | | | | | | | | | |

(1)In [removed: December 2017, PPG's board] [added: April 2024, PPG’s Board] of [removed: directors] [added: Directors] approved a $2.5 billion share repurchase [removed: program.][added: plan.]

The remaining shares yet to be purchased under the program [removed: has] [added: have] been calculated using PPG’s closing stock price on the last business day of the respective month.

The repurchase [removed: programs do] [added: program does] not have an expiration date.

| October 2025 | | | | | | | | | | | | | | |

| Repurchase program | | | — | | | $— | | | — | | | 21,264,544 | | |

| November 2025 | | | | | | | | | | | | | | |

| Repurchase program | | | 119,832 | | | $100.16 | | | 119,832 | | | 20,657,807 | | |

| December 2025 | | | | | | | | | | | | | | |

| Repurchase program | | | 858,658 | | | $102.41 | | | 858,658 | | | 19,311,666 | | |

| Repurchase program | | | 978,490 | | | $102.13 | | | 978,490 | | | 19,311,666 | | |

| October 2024 | | | | | | | | | | | | | | |

| Repurchase program | | | — | | | $— | | | — | | | 24,177,629 | | |

| November 2024 | | | | | | | | | | | | | | |

| Repurchase program | | | — | | | $— | | | — | | | 24,204,845 | | |

| December 2024 | | | | | | | | | | | | | | |

| Repurchase program | | | 2,034,464 | | | $122.92 | | | 2,034,464 | | | 23,108,291 | | |

| Repurchase program | | | 2,034,464 | | | — | | | 2,034,464 | | | 23,108,291 | | |

In April 2024, PPG’s Board of Directors authorized the repurchase of an additional $2.5 billion of outstanding common stock.

We have audited the accompanying consolidated balance sheet of PPG Industries, Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of [removed: shareholders’] [added: shareholders'] equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes [removed: and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2024 appearing under Item 15(a)(2)] (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K [removed: 36][added: 33]

[removed: As described in Note 2 to the consolidated financial statements, on December 2,] [added: In] 2024, [removed: the Company] [added: PPG] completed the sale of 100% of its architectural coatings business in the U.S. and [removed: Canada.][added: Canada to American Industrial Partners (AIP), an industrials investor.]

[removed: The Company] [added: PPG] received $516 million in proceeds and recorded a loss on the sale of $285 [removed: million, which is recorded in “Income from discontinued operations, net of tax” for the year ended December 31, 2024.][added: million.]

The sale [removed: represents] [added: represented] a strategic shift in [removed: the Company’s] [added: PPG’s] business portfolio that [removed: has] [added: had] a major effect on the Company’s operations and financial results.

Accordingly, the Company’s consolidated results of operations and cash flows [removed: have been] [added: were] recast to present the results of the architectural coatings business in the U.S. and Canada as discontinued [removed: operations.][added: operations for all periods presented.]

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K [removed: 37][added: 34]

We conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on this evaluation we have concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting was effective.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued their report, included on pages [removed: 36-37] [added: 33-34] of this Form 10-K, regarding the Company’s internal control over financial reporting.

| Timothy M. Knavish Chairman and Chief Executive Officer February [removed: 20, 2025] [added: 19, 2026] | | | | | | Vincent J. Morales Senior Vice President and Chief Financial Officer February [removed: 20, 2025] [added: 19, 2026] | | |

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K [removed: 38][added: 35]

| *($ in millions, except per share amounts)* | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | [removed: $15,845] [added: $15,875] | | | | | | [removed: $16,242] [added: $15,845] | | | | | | [removed: $15,614] [added: $16,242] | | |

| Cost of sales, exclusive of depreciation and amortization | | | [removed: 9,252] [added: 9,316] | | | | | | [removed: 9,678] [added: 9,252] | | | | | | [removed: 9,975] [added: 9,678] | | |

| Selling, general and administrative | | | [removed: 3,391] [added: 3,439] | | | | | | [removed: 3,401] [added: 3,391] | | | | | | [removed: 3,037] [added: 3,401] | | |

| Depreciation | | | [removed: 360] [added: 403] | | | | | | 360 | | | | | | [removed: 357] [added: 360] | | |

| Amortization | | | [removed: 132] [added: 125] | | | | | | [removed: 154] [added: 132] | | | | | | [removed: 145] [added: 154] | | |

| Research and development, net | | | 423 | | | | | | [removed: 424] [added: 423] | | | | | | [removed: 434] [added: 424] | | |

| Interest expense | | | 241 | | | | | | [removed: 247] [added: 241] | | | | | | [removed: 167] [added: 247] | | |

| Interest income | | | [removed: (177)] [added: (153)] | | | | | | [removed: (140)] [added: (177)] | | | | | | [removed: (54)] [added: (140)] | | |

| Business restructuring, net | | | [removed: 233] [added: 6] | | | | | | [removed: (2)] [added: 233] | | | | | | [removed: 33] [added: (2)] | | |

| Impairment and other-related charges, net | | | [removed: 146] [added: 24] | | | | | | [removed: 160] [added: 146] | | | | | | [removed: 231] [added: 160] | | |

| Pension settlement charge | | | — | | | | | | [removed: 190] [added: —] | | | | | | [removed: —] [added: 190] | | |

| Other [removed: (income)/charges,] [added: charges/(income),] net | | | [removed: (8)] [added: 6] | | | | | | [removed: 80] [added: (8)] | | | | | | [removed: (66)] [added: 80] | | |

| Income before income taxes | | | [removed: $1,852] [added: $2,045] | | | | | | [removed: $1,690] [added: $1,852] | | | | | | [removed: $1,355] [added: $1,690] | | |

| Income tax expense | | | [removed: 475] [added: 458] | | | | | | [removed: 428] [added: 475] | | | | | | [removed: 320] [added: 428] | | |

| *Income from continuing operations* | | | [removed: $1,377] [added: $1,587] | | | | | | [removed: $1,262] [added: $1,377] | | | | | | [removed: $1,035] [added: $1,262] | | |

| [removed: *(Loss)/income] [added: *Income/(loss)] from discontinued operations, net of tax* | | | [removed: (228)] [added: 5] | | | | | | [removed: 47] [added: (228)] | | | | | | [removed: 19] [added: 47] | | |

| Net income attributable to the controlling and noncontrolling interests | | | [removed: $1,149] [added: $1,592] | | | | | | [removed: $1,309] [added: $1,149] | | | | | | [removed: $1,054] [added: $1,309] | | |

| Less: Net income attributable to noncontrolling interests | | | [removed: 33] [added: 16] | | | | | | [removed: 39] [added: 33] | | | | | | [removed: 28] [added: 39] | | |

| Net income (attributable to PPG) | | | [removed: $1,116] [added: $1,576] | | | | | | [removed: $1,270] [added: $1,116] | | | | | | [removed: $1,026] [added: $1,270] | | |

| Income from continuing operations, net of tax | | | [removed: $1,344] [added: $1,571] | | | | | | [removed: $1,223] [added: $1,344] | | | | | | [removed: $1,007] [added: $1,223] | | |

| [removed: (Loss)/income] [added: Income/(loss)] from discontinued operations, net of tax | | | [removed: (228)] [added: 5] | | | | | | [removed: 47] [added: (228)] | | | | | | [removed: 19] [added: 47] | | |

| Income from continuing operations, net of tax | | | [removed: $5.75] [added: $6.94] | | | | | | [removed: $5.18] [added: $5.75] | | | | | | [removed: $4.26] [added: $5.18] | | |

| [removed: (Loss)/income] [added: Income/(loss)] from discontinued operations, net of tax | | | [removed: (0.98)] [added: 0.02] | | | | | | [removed: 0.20] [added: (0.98)] | | | | | | [removed: 0.08] [added: 0.20] | | |

| Net income (attributable to PPG) | | | [removed: $4.77] [added: $6.96] | | | | | | [removed: $5.38] [added: $4.77] | | | | | | [removed: $4.34] [added: $5.38] | | |

*Annual Goodwill Impairment Test – Architectural Coatings Europe, Middle East and Africa Reporting Unit*

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated goodwill balance was $6,149 million as of December 31, 2025, a portion of which relates to the goodwill for the Architectural Coatings Europe, Middle East and Africa (EMEA) reporting unit.

Management tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test, at least annually in connection with management’s strategic planning process or more frequently if an indication of impairment exists.

Management’s quantitative goodwill impairment testing, if deemed necessary, is performed during the fourth quarter of each year by comparing the estimated fair value of an associated reporting unit to its carrying value.

As disclosed by management, in the quantitative test, fair values are estimated using a discounted cash flow model.

Key assumptions used in the discounted cash flow model included projected future revenues, discount rates, operating cash flows, capital expenditures, and tax rates.

The principal considerations for our determination that performing procedures relating to the annual goodwill impairment test of the Architectural Coatings EMEA reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Architectural Coatings EMEA reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumption related to the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment test, including controls over the valuation of the Architectural Coatings EMEA reporting unit.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the Architectural Coatings EMEA reporting unit; (ii) evaluating the appropriateness of the discounted cash flow model used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of the significant assumption used by management related to the discount rate.

Evaluating management’s assumption related to the discount rate involved evaluating whether the assumption used by management was reasonable considering (i) the current and past performance of the Architectural Coatings EMEA reporting unit and (ii) whether the assumption was consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model and (ii) the reasonableness of the discount rate assumption.

February 19, 2026

*The accompanying notes to the consolidated financial statements are an integral part of these consolidated statements.*

| Total | | | $22,098 | | | | | | $19,433 | | |

| Total | | | $22,098 | | | | | | $19,433 | | |

| December 31, 2025 | | | $969 | | | $1,325 | | | $22,942 | | | ($15,119) | | | ($2,176) | | | $7,941 | | | $156 | | | $8,097 | | |

PPG elected to apply ASU 2023-09 prospectively.

In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software”.

The ASU is intended to modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model to align the accounting rules with how software is developed today.

This ASU will be effective for PPG beginning January 1, 2028.

The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

| *($ in millions)* | | | | | | 2025 | | | | | | 2024 | | |

| | | | Finished products | | | $1,067 | | | | | | $949 | | |

| | | | Work in process | | | 251 | | | | | | 235 | | |

| | | | Raw materials | | | 624 | | | | | | 613 | | |

(1)Most U.S. inventories are valued using the LIFO method.

| *($ in millions)* | | | 2025 | | | | | | 2024 | | |

| December 31, 2025 | | | $3,008 | | | $1,914 | | | $1,227 | | | $6,149 | | |

| Estimated future amortization expense | | | $104 | | | $84 | | | $77 | | | $71 | | | $62 | | | $299 | | |

In 2025, the Company recognized pretax net impairment and other related charges of $24 million related to a consolidated joint venture in the Performance Coatings segment.

The charges primarily represented the impairment of definite-lived identified intangible assets and are included in Impairment and other related charges, net in the consolidated statement of income.

Net loss of $12 million related to the charges was attributable to noncontrolling interests.

In the first quarter 2025, PPG completed the sale of its remaining Russian business.

In 2024, the Company approved a comprehensive cost reduction program.

The majority of the remaining approved business restructuring actions and associated cash outlays are expected to be completed in 2026 and 2027.

| *($ in millions)* | | | 2025 | | | | | | 2024 | | |

| 2026 | | | $156 | | | $2 | | |

| 2030 | | | 59 | | | 1 | | |

| Thereafter | | | 150 | | | 1 | | |

| | | | | | | | | | | | | | | |

*Loss from Discontinued Operations, Net of Tax Associated with the Sale of the U.S. and Canada Architectural Coatings Business*

The principal considerations for our determination that performing procedures relating to the loss from discontinued operations, net of tax associated with the sale of the U.S. and Canada architectural coatings business is a critical audit matter are the high degree of auditor effort in performing procedures and evaluating audit evidence related to management’s calculation of the loss from discontinued operations, net of tax.

These procedures included testing the effectiveness of controls relating to management’s calculation of the loss from discontinued operations, net of tax, associated with the sale of the U.S. and Canada architectural coatings business.

These procedures also included, among others, reading the purchase agreement and testing management’s calculation of the loss from discontinued operations, net of tax.

February 20, 2025

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| January 1, 2022 | | | $969 | | | $1,081 | | | $20,372 | | | ($13,386) | | | ($2,750) | | | $6,286 | | | $125 | | | $6,411 | | |

| Net payments on commercial paper and short-term debt | | | | | | — | | | | | | — | | | | | | (439) | | |

Segment Reporting

Effective December 31, 2024, the Company revised the aggregation of its ten operating segments to present three reportable business segments: Global Architectural Coatings, Performance Coatings and Industrial Coatings.

Prior year amounts have been recast to conform to current year presentation.

Refer to Note 21, “Reportable Business Segment Information” for further details.

Effective January 1, 2024, PPG adopted Accounting Standards Update ("ASU") No. 2023-02, "Investment - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method." This ASU permits reporting entities to elect to account for tax equity investments under the proportional amortization method, regardless of the tax credit program from which the income tax credits are received, if certain

conditions are met.

Adoption of this ASU did not have a material impact on PPG's consolidated financial position, results of operations or cash flows.

This ASU updated the reportable segment disclosure requirements to require disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss.

This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources.

In December 2023, the FASB issued ASU No. 2023-09 “Improvements to Income Tax Disclosures (Topic 740)”.

Adoption of this ASU will result in additional disclosure, but will not impact PPG’s consolidated financial position, results of operations or cash flows.

On December 2, 2024, PPG completed the sale of 100% of its architectural coatings business in the U.S. and Canada to American Industrial Partners (AIP), an industrials investor.

PPG received $516 million in proceeds and recorded a loss on the sale of $285 million during the fourth quarter 2024.

The sale represents a strategic shift in PPG’s business portfolio that has a major effect on the Company’s operations and financial results.

Accordingly, the Company’s consolidated results of operations and cash flows have been recast to present the results of the architectural coatings business in the U.S. and Canada as discontinued operations for all periods presented.

The Company’s December 31, 2023 balance sheet has been recast to present the assets and liabilities of the U.S. and Canada architectural coatings business as held for sale.

The major classes of assets and liabilities of the U.S. and Canada architectural coatings business included in the PPG consolidated balance sheet at December 31, 2023 were as follows:

| Receivables | | | 272 | | | | | | | | |

| Inventories | | | 193 | | | | | | | | |

| Other current assets | | | 41 | | | | | | | | |

| Goodwill | | | 85 | | | | | | | | |

| Identifiable intangible assets, net | | | 163 | | | | | | | | |

| Investments | | | 5 | | | | | | | | |

| Other assets | | | 38 | | | | | | | | |

| Total noncurrent assets held for sale (included in Other assets on the consolidated balance sheet) | | | $747 | | | | | | | | |

| Restructuring reserves | | | 3 | | | | | | | | |

| Total current liabilities held for sale (included in Current liabilities - other on the consolidated balance sheet) | | | $375 | | | | | | | | |

| Deferred income taxes | | | 8 | | | | | | | | |

| Other liabilities | | | 14 | | | | | | | | |

| Total noncurrent liabilities held for sale (included in Other liabilities on the consolidated balance sheet) | | | $227 | | | | | | | | |

| | | | Finished products | | | $993 | | | | | | $1,032 | | |

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Refer to Management Report on page [removed: 38] [added: 35] for management’s annual report on internal control over financial reporting.

Refer to Report of Independent Registered Public Accounting Firm on pages [removed: 36-37] [added: 33-34] for PricewaterhouseCoopers LLP’s audit report on the Company’s internal control over financial reporting.

During the quarter ended December 31, [removed: 2024,] [added: 2025,] none of the Company's directors or officers, as defined in Section 16 of the Securities Exchange Act of 1934, adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K of the Securities Exchange Act of 1934.

The information about the Company’s directors required by Item 10 and not otherwise set forth below is contained under the caption “Proposal 1: Election of Directors” in PPG’s definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders (the “Proxy Statement”) which the Company anticipates filing with the Securities and Exchange Commission, pursuant to Regulation 14A, not later than 120 days after the end of the Company’s fiscal year, and is incorporated herein by reference.

Information regarding the Company’s Audit Committee is included in the Proxy Statement under the caption “Corporate Governance – Audit Committee” and is incorporated herein by [removed: reference.Information regarding the Company’s codes of ethics is included in the Proxy Statement under the caption “Corporate Governance – Codes of Ethics” and is incorporated herein by] reference.

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K [removed: 78][added: 75]

Information regarding the Company’s codes of ethics is included in the Proxy Statement under the caption “Corporate Governance – Codes of Ethics” and is incorporated herein by reference.

| [Report of Independent Registered Public Accounting [removed: Firm](#i88eae83685ba436084566ad51aff0a4e_124)] [added: Firm](#i9fbfffd7b217473ca6f3aa9a0974d3e0_136)] (PCAOB ID 238) | | | [removed: [36](#i88eae83685ba436084566ad51aff0a4e_124)] [added: [33](#i9fbfffd7b217473ca6f3aa9a0974d3e0_136)] | | |

| [Consolidated Statement of Income for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i88eae83685ba436084566ad51aff0a4e_133)] [added: 2023](#i9fbfffd7b217473ca6f3aa9a0974d3e0_142)] | | | [removed: [39](#i88eae83685ba436084566ad51aff0a4e_133)] [added: [36](#i9fbfffd7b217473ca6f3aa9a0974d3e0_142)] | | |

| [Consolidated Statement of Comprehensive Income for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i88eae83685ba436084566ad51aff0a4e_136)] [added: 2023](#i9fbfffd7b217473ca6f3aa9a0974d3e0_145)] | | | [removed: [39](#i88eae83685ba436084566ad51aff0a4e_136)] [added: [36](#i9fbfffd7b217473ca6f3aa9a0974d3e0_145)] | | |

| [Consolidated Balance Sheet as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#i88eae83685ba436084566ad51aff0a4e_139)] [added: 2024](#i9fbfffd7b217473ca6f3aa9a0974d3e0_148)] | | | [removed: [40](#i88eae83685ba436084566ad51aff0a4e_139)] [added: [37](#i9fbfffd7b217473ca6f3aa9a0974d3e0_148)] | | |

| [Consolidated Statement of Shareholders’ Equity for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i88eae83685ba436084566ad51aff0a4e_142)] [added: 2023](#i9fbfffd7b217473ca6f3aa9a0974d3e0_151)] | | | [removed: [41](#i88eae83685ba436084566ad51aff0a4e_142)] [added: [38](#i9fbfffd7b217473ca6f3aa9a0974d3e0_151)] | | |

| [Consolidated Statement of Cash Flows for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#i88eae83685ba436084566ad51aff0a4e_145)] [added: 2023](#i9fbfffd7b217473ca6f3aa9a0974d3e0_154)] | | | [removed: [42](#i88eae83685ba436084566ad51aff0a4e_145)] [added: [39](#i9fbfffd7b217473ca6f3aa9a0974d3e0_154)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i88eae83685ba436084566ad51aff0a4e_148)] [added: Statements](#i9fbfffd7b217473ca6f3aa9a0974d3e0_157)] | | | [removed: [43](#i88eae83685ba436084566ad51aff0a4e_148)] [added: [40](#i9fbfffd7b217473ca6f3aa9a0974d3e0_157)] | | |

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K [removed: 79][added: 76]

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K [removed: 80][added: 77]

| | | | [removed: 4.3] [added: 4.5] | | | [removed: [Third] [added: [Eighth] Supplemental Indenture, dated as of August [removed: 3, 2012,] [added: 15, 2019, between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A.,] was filed as Exhibit [removed: 4.4] [added: 4.3] to the Registrant’s Current Report on Form 8-K filed on August [removed: 3, 2012.](https://www.sec.gov/Archives/edgar/data/79879/000119312512333748/d390820dex44.htm)] [added: 15, 2019.](https://www.sec.gov/Archives/edgar/data/79879/000119312519222027/d790961dex43.htm)] | | |

| | | | [removed: 4.4] [added: 4.3] | | | [Fifth Supplemental Indenture, dated as of March 13, 2015, between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, was filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on March 13, 2015.](https://www.sec.gov/Archives/edgar/data/79879/000119312515090701/d888474dex43.htm) | | |

| | | | [removed: 4.5] [added: 4.12] | | | [removed: [Sixth] [added: [Thirteenth] Supplemental Indenture, dated as of November 3, [removed: 2016,] [added: 2025,] between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, was filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 3, [removed: 2016.](https://www.sec.gov/Archives/edgar/data/79879/000119312516758787/d262986dex43.htm)] [added: 2025.](https://www.sec.gov/Archives/edgar/data/79879/000119312525262563/d54633dex43.htm)] | | |

| | | | [removed: 4.6] [added: 4.4] | | | [Seventh Supplemental Indenture, dated as of February 27, 2018, between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, was filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on February 27, 2018.](https://www.sec.gov/Archives/edgar/data/79879/000119312518059742/d513892dex43.htm) | | |

| | | | 4.7 | | | [removed: [Eighth] [added: [Tenth] Supplemental Indenture, dated as of [removed: August 15, 2019,] [added: March 4, 2021,] between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A., [added: as trustee,] was filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on [removed: August 15, 2019.](https://www.sec.gov/Archives/edgar/data/79879/000119312519222027/d790961dex43.htm)] [added: March 4, 2021.](https://www.sec.gov/Archives/edgar/data/79879/000119312521068993/d122570dex43.htm)] | | |

| | | | [removed: 4.8] [added: 4.6] | | | [Ninth Supplemental Indenture, dated as of May 19, 2020, between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, was filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on May 19, 2020.](https://www.sec.gov/Archives/edgar/data/79879/000119312520146186/d934389dex43.htm) | | |

| | | | [removed: 4.9] [added: 4.11] | | | [removed: [Tenth] [added: [Twelfth] Supplemental Indenture, dated as of March 4, [removed: 2021,] [added: 2025,] between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, was filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on March 4, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/79879/000119312521068993/d122570dex43.htm)] [added: 2025](https://www.sec.gov/Archives/edgar/data/79879/000119312525044838/d849490dex43.htm)[.](https://www.sec.gov/Archives/edgar/data/79879/000119312525044838/d849490dex43.htm)] | | |

| † | | | [removed: 4.11] [added: 4.13] | | | [PPG Industries, Inc. Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex411-descriptionof.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/79879/000007987926000046/ppg2025ex413-descriptionof.htm)] | | |

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K [removed: 81][added: 78]

| [removed: †] | | | 10.5 | | | [PPG Industries, Inc. Deferred Compensation Plan for Directors related to compensation deferred on or after January 1, 2005, as amended and restated effective January 1, [removed: 202](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex105-directorsdefe.htm)[5](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex105-directorsdefe.htm)[.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex105-directorsdefe.htm)] [added: 2025, was filed as Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2024.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex105-directorsdefe.htm)] | | |

| †* | | | 10.7 | | | [PPG Industries, Inc. Deferred Compensation Plan related to compensation deferred on or after January 1, 2005, as amended and restated effective January 1, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex107-deferredcompe.htm)] [added: 2026.](https://www.sec.gov/Archives/edgar/data/79879/000007987926000046/ppg2025ex107-deferredcompe.htm)] | | |

| †* | | | 10.9 | | | [Form of Non-Qualified Stock Option Award [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex109-ppg2024global.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/79879/000007987926000046/ppg2025ex109-formofnonxqua.htm)] | | |

| †* | | | 10.10 | | | [Form of TSR Share Award [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex1010-ppg2024globa.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/79879/000007987926000046/ppg2025ex1010-formoftsrsha.htm)] | | |

| †* | | | 10.11 | | | [Form of Performance-Based Restricted Stock Unit Award [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex1011-ppg2024globa.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/79879/000007987926000046/ppg2025ex1011-formofperfor.htm)] | | |

| †* | | | 10.12 | | | [Form of Time-Vested Restricted Stock Unit Award [removed: Agreement.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex1012-ppg2024annua.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/79879/000007987926000046/ppg2025ex1012-formoftimexv.htm)] | | |

| †* | | | 10.13 | | | [Form of Time-Vested Restricted Stock Unit Award Agreement for [removed: Directors.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex1013-ppg2024bodrs.htm)] [added: Directors.](https://www.sec.gov/Archives/edgar/data/79879/000007987926000046/ppg2025ex1013-formoftimexv.htm)] | | |

| † | | | [removed: 10.15] [added: 10.17] | | | [Amendment No. [removed: 1,] [added: 3,] dated as of [removed: December 15, 2023,] [added: November 4, 2025,] to Term Loan Credit Agreement, dated as of April 12, 2023, among PPG Industries, Inc., the banks, financial institutions and other institutional lenders party thereto and Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, as administrative [removed: agent.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1015-bbvatermloancr.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/79879/000007987926000046/ppg2025ex1017-amendmentno3.htm)] | | |

| [removed: †] | | | 10.16 | | | [Amendment No. 2, dated as of December 6, 2024, to Term Loan Credit Agreement, dated as of April 12, 2023, among PPG Industries, Inc., the banks, financial institutions and other institutional lenders party thereto and Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, as administrative [removed: agent.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1016-bbvatermloancr.htm)] [added: agent was filed as Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2024.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1016-bbvatermloancr.htm)] | | |

| | | | [removed: 10.17] [added: 10.18] | | | [Five Year Credit Agreement dated as of July 27, 2023 among PPG Industries, Inc.; the several banks and financial institutions party thereto; JPMorgan Chase Bank, N.A., as administrative agent; JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, BNP Paribas Securities Corp, and Citibank, N.A. as joint lead arrangers and joint bookrunners; PNC Bank, National Association, BNP Paribas, and Citibank, N.A., as co-syndication agents; and Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, Banco Santander, S.A., New York Branch, Bank of America, N.A., Goldman Sachs Bank USA, HSBC Bank USA, National Association, Intesa Sanpaolo S.P.A., New York Branch, Societe Generale, Sumitomo Mitsui Banking Corporation, The Toronto-Dominion Bank, New York Branch, Unicredit Bank AG, New York Branch, U.S. Bank National Association, and Wells Fargo Bank, National Association, as co-documentation agents was filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 31, 2023.](https://www.sec.gov/Archives/edgar/data/79879/000007987923000051/exhibit101-jpm2023amendeda.htm) | | |

| [removed: †*] [added: *] | | | [removed: 10.18] [added: 10.19] | | | [PPG Industries, Inc. Incentive Compensation Plan for Key Employees, as amended and restated [removed: on](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1018-incentivecompe.htm) [December] [added: on December] 11, [removed: 2024](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1018-incentivecompe.htm)[.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1018-incentivecompe.htm)] [added: 2024, was filed as Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2024.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1018-incentivecompe.htm)] | | |

| [removed: †*] [added: *] | | | [removed: 10.19] [added: 10.20] | | | [PPG Industries, Inc. Management Award Plan, as amended and restated [removed: on](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1019managementaward.htm) [December] [added: on December] 11, [removed: 2024](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1019managementaward.htm)[.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1019managementaward.htm)] [added: 2024 was filed as Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2024.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1019managementaward.htm)] | | |

| [removed: †] | | | [removed: 10.20] [added: 10.21] | | | [Separation Agreement and Release, dated October 14, 2024, between PPG Industries, Inc. and Ramaprasad [removed: Vadlamannati.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex1020-ramvadlamann.htm)] [added: Vadlamannati was filed as Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2024.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex1020-ramvadlamann.htm)] | | |

| [removed: †] | | | [removed: 10.21] [added: 10.22] | | | [Employment Agreement between PPG Industries Europe Sàrl and K. Henrik Bergstrom dated June 2, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1021bergstromswisse.htm)] [added: 2022 was filed as Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2024.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1021bergstromswisse.htm)] | | |

| † | | | 13.1 | | | [Market Information, Dividends, Holders of Common Stock and Stock Performance [removed: Graph.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex131-marketinforma.htm)] [added: Graph.](https://www.sec.gov/Archives/edgar/data/79879/000007987926000046/ppg2025ex131-marketinforma.htm)] | | |

| [removed: †] | | | 19.1 | | | [PPG Industries, Inc. Insider Trading [removed: Policy.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit191ppginsidertradin.htm)] [added: Policy was filed as Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2024.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit191ppginsidertradin.htm)] | | |

| † | | | 21 | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex21-subsidiariesof.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/79879/000007987926000046/ppg2025ex21-subsidiariesof.htm)] | | |

| † | | | 23 | | | [Consent of PricewaterhouseCoopers [removed: LLP.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex23-consentofindep.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/79879/000007987926000046/ppg2025ex23-consentofindep.htm)] | | |

| † | | | 24 | | | [Powers of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg2024ex24-powerofattorney.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/79879/000007987926000046/ppg2025ex24-powerofattorney.htm)] | | |

| † | | | 31.1 | | | [Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg202410kex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/79879/000007987926000046/ppg202510kex311.htm)] | | |

| † | | | 31.2 | | | [Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg202410kex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/79879/000007987926000046/ppg202510kex312.htm)] | | |

| †† | | | 32.1 | | | [Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/ppg202410kex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/79879/000007987926000046/ppg202510kex321.htm)] | | |

| [Management Report](#i9fbfffd7b217473ca6f3aa9a0974d3e0_139) | | | [35](#i9fbfffd7b217473ca6f3aa9a0974d3e0_139) | | |

(a)(2) All financial statement schedules have been omitted because the information required to be presented in them is not applicable or is shown in the consolidated financial statements or related notes included in this Annual Report on Form 10-K.

| | | | 10.15 | | | [Amendment No. 1, dated as of December 15, 2023, to Term Loan Credit Agreement, dated as of April 12, 2023, among PPG Industries, Inc., the banks, financial institutions and other institutional lenders party thereto and Banco Bilbao Vizcaya Argentaria, S.A. New York Branch, as administrative agent was filed as Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2024.](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit1015-bbvatermloancr.htm) | | |

| [Management Report](#i88eae83685ba436084566ad51aff0a4e_130) | | | [38](#i88eae83685ba436084566ad51aff0a4e_130) | | |

(a)(2) Consolidated Financial Statement Schedule for the years ended December 31, 2024, 2023 and 2022.

The following Consolidated Financial Statement Schedule should be read in conjunction with the previously referenced financial statements:

Schedule II – Valuation and Qualifying Accounts

Allowance for Doubtful Accounts for the Years Ended December 31, 2024, 2023, and 2022

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *($ in millions)* | | | Balance at Beginning of Year | | | Charged to Costs and Expenses(1) | | | | | | Deductions(1, 2) | | | Balance at End of Year | | |

| 2024 | | | $23 | | | $17 | | | | | | ($17) | | | $23 | | |

| 2023 | | | $29 | | | $15 | | | | | | ($21) | | | $23 | | |

| 2022 | | | $29 | | | $51 | | | | | | ($51) | | | $29 | | |

*(1)In the first quarter 2022, PPG recorded a bad debt reserve of $43 million associated with the adverse economic impacts of the Russian invasion of Ukraine.

Subsequently, the Company released a portion of this previously established bad debt reserve due to the collection of certain trade receivables.*

*(2)Notes and accounts receivable written off as uncollectible, net of recoveries, amounts attributable to divestitures and changes attributable to foreign currency translation.*

All other schedules are omitted because they are not applicable.

2024 PPG ANNUAL REPORT AND FORM 10-K 82

| †† | | | 99.1 | | | [Recast Financial Tables](https://www.sec.gov/Archives/edgar/data/79879/000007987925000034/exhibit991-quarterlyrecast.htm) | | |

Quarterly Financial Statements

Summarized quarterly financial information for the two most recent fiscal years is included as Exhibit 99.1 to this Form 10-K.

This information has been recast to present the results of the architectural coatings business in the United States and Canada as discontinued operations, and to reflect the revised presentation of three reportable business segments.

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K [removed: 83][added: 79]

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on February [removed: 20, 2025.][added: 19, 2026.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on February [removed: 20, 2025.][added: 19, 2026.]

| [removed: M. W. Lamach] [added: K. A. Ligocki] | | | | | | Director | | | | | | | | | By: | | | /s/ Vincent J. Morales | | |

| [removed: K. A. Ligocki] [added: M. T. Nally] | | | | | | Director | | | | | | | | | | | | Vincent J. Morales, Attorney-in-Fact | | |

[removed: 2024] [added: 2025] PPG ANNUAL REPORT AND FORM 10-K [removed: 84][added: 80]

| M. W. Lamach | | | | | | Director | | | | | | | | | | | | | | |

| T. M. Schneider | | | | | | Director | | | | | | | | | | | | | | |

| L. J. Topalian | | | | | | Director | | | | | | | | | | | | | | |

| M. T. Nally | | | | | | Director | | | | | | | | | | | | | | |

| M. H. Richenhagen | | | | | | Director | | | | | | | | | | | | | | |