8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM	8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 17, 2025

PPG INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Charter)		Pennsylvania	001-1687	25-0730780
---	---	---
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification No.)

One PPG Place, Pittsburgh, Pennsylvania, 15272

(Address of Principal Executive Offices, and Zip Code)

(412) 434-3131

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.66 2/3	PPG	New York Stock Exchange
0.875% Notes due 2025	PPG 25	New York Stock Exchange
1.875% Notes due 2025	PPG 25A	New York Stock Exchange
1.400% Notes due 2027	PPG 27	New York Stock Exchange
2.750% Notes due 2029	PPG 29A	New York Stock Exchange
3.250% Notes due 2032	PPG32	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 17, 2025, the Board of Directors of PPG Industries, Inc. (the “Company”) elected Leon J. Topalian as a director of the Company, effective July 16, 2025. Mr. Topalian will serve in the class of directors whose term expires at the 2026 Annual Meeting of Shareholders. The Board of Directors appointed Mr. Topalian to the Audit Committee and the Sustainability and Innovation Committee of the Board of Directors.

As an independent director of the Company, Mr. Topalian will be entitled to receive compensation consistent with that of the Company’s other independent directors who are not employees of the Company, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 6, 2025 under the caption “Compensation of Directors,” which portion of such proxy statement is incorporated herein by reference.

Mr. Topalian is Chair, President and Chief Executive Officer of Nucor Corporation. In 2024, PPG sold approximately $3,167,000 of products and services to Nucor and PPG purchased approximately $1,288,000 of products and services from Nucor. In the first fiscal quarter of 2025, PPG sold approximately $917,000 of products and services to Nucor and PPG purchased approximately $246,000 of products and services from Nucor. Such purchases were made in the ordinary course of each company’s business and amount to less than one percent of each company’s consolidated gross revenues for fiscal year 2024 and for the first fiscal quarter of 2025.

Mr. Topalian was not selected as a director of the Company pursuant to any arrangement or understanding between Mr. Topalian and any other person or entity.

A press release reporting the election of Mr. Topalian as a director of the Company is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99	Press release of PPG Industries, Inc. dated April 21, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PPG INDUSTRIES, INC.

(Registrant)

Date: April 21, 2025                    /s/ Timothy M. Knavish

Timothy M. Knavish

Chairman and Chief Executive Officer

Document

Exhibit 99

News

PPG Media Contact:

Mark Silvey

Corporate Communications

silvey@ppg.com

PPG Investor Contact:

Alex Lopez

Investor Relations

+1-412-434-3466

alejandrolopez@ppg.com

investor.ppg.com

Leon Topalian joins PPG board of directors

PITTSBURGH, April 21, 2025 – PPG (NYSE:PPG) today announced that Leon J. Topalian, chair, president and chief executive officer of Nucor Corporation, has been elected to PPG’s board of directors, effective July 16, 2025. Topalian will serve on the Audit Committee and the Sustainability and Innovation Committee of PPG’s board.

During his nearly 30 years with Nucor, the largest and most diversified steel and steel products producer in North America, Topalian has served as chair of the board of directors since 2022 and as president and chief executive officer since 2020. Previously, Topalian served as president and chief operating officer of Nucor from September 2019 to December 2019, as executive vice president of Beam and Plate Products from 2017 to 2019 and as vice president of Nucor from 2013 to 2017. Topalian began his career with Nucor as a Project Engineer at Nucor Steel Berkeley in 1996 where he advanced to leadership roles of increasing responsibility.

“PPG’s board of directors continually seeks to strengthen its expertise and capabilities to support PPG and its growth strategy,” said Michael W. Lamach, PPG lead independent director. “We are pleased to welcome Leon to the board, as his proven leadership and industry experience will further strengthen PPG and guide its strategic direction.”

“Leon brings nearly 30 years of experience in manufacturing and operations with a major industrial company that serves similar end-use markets as PPG,” said Timothy M. Knavish, PPG chairman and chief executive officer. “His leadership and extensive experience driving business growth will provide valuable expertise to PPG and our leadership team.”

PPG: WE PROTECT AND BEAUTIFY THE WORLD®

At PPG (NYSE:PPG), we work every day to develop and deliver the paints, coatings and specialty materials that our customers have trusted for more than 140 years. Through dedication and creativity, we solve our customers’ biggest challenges, collaborating closely to find the right path forward. With headquarters in Pittsburgh, we operate and innovate in more than 70 countries and reported net sales of $15.8 billion in 2024. We serve customers in construction, consumer products, industrial and transportation markets and aftermarkets. To learn more, visit www.ppg.com.

The PPG Logo, We protect and beautify the world are registered trademarks of PPG Industries Ohio, Inc.