Ppg Industries Inc

PPGCIK 0000079879 · Every Form 4 filed by insiders at this issuer. See financials →

Annual report (10-K)

Latest 10-K filed Feb 19, 2026. Sentiment + YoY language diff vs prior year. Read sections →

Signal:Neutral

Risk Factors:tone -0.0364Δ-0.000596% similar+19/-17 ¶

MD&A:tone -0.0057Δ-0.000083% similar+76/-113 ¶

Sentiment via Loughran-McDonald lexicon · YoY diff via Jaccard similarity + paragraph set difference.

Recent 8-K announcements

Per-item disclosure feed. Item 2.02 is the earnings release.

Apr 28, 2026no items parsed Apr 28, 2026no items parsed Apr 21, 2026no items parsed Apr 15, 2026no items parsed Jan 27, 2026no items parsed

YoY shift: Neutral

Year-over-year tone shift - average net-tone change across Risk Factors and MD&A vs the prior 10-K. This filing is -0.02pp more bearish than last year's.

Why YoY instead of absolute: the LM lexicon has ~6.6× more negative words than positive (legal/risk-disclosure language is heavy on hedging), so every 10-K reads bearish on raw tone. Year-over-year change strips that bias and surfaces the actual shift in management's framing.

Tone shift by section

The two components the gauge averages: how Risk Factors and MD&A each shifted in net tone versus last year's 10-K. The headline above is their average, so a green needle over a soft section just means the other section carried it.

Risk Factors

-0.05pp

Flat

Net-tone change vs last year's 10-K.

MD&A

-0.00pp

Flat

Net-tone change vs last year's 10-K.

Per-snippet highlights

Sentence-level sentiment highlighting with category and subcategory filters is coming once the snippet-scoring pipeline lands. For now, dig into the actual section text on the Sections tab.

Language change vs prior 10-K

Risk Factors (Item 1A) - words with the biggest YoY frequency increase

Negative rising

unintended+2
adversely+1
adverse+1
litigation+1
harm+1

Positive rising

opportunities+1
able+1
advancing+1

Risk Factors (Item 1A)

3,843 words

Item 1A. Risk Factors

As a global manufacturer of paints, coatings and specialty products, we operate in a business environment that includes risks. Each of the risks described in this section could adversely affect our results of operations, financial position and liquidity. While the factors listed here are considered to be the more significant factors, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles which may adversely affect our businesses and our results of operations, financial position and liquidity.

Economic Risks

Increases in prices and declines in the availability of raw materials could negatively impact our financial results.

Our financial results are significantly affected by the cost of raw materials. Raw materials include both organic, primarily petroleum-derived, materials and inorganic materials, including titanium dioxide. These raw materials represent PPG’s single largest production cost component. Most of our raw materials are purchased from outside sources, and the Company has made, and plans to continue to make, supply arrangements to meet the planned operating requirements for the future. Adequate supply of critical raw materials is managed by establishing contracts, procuring from multiple sources, and identifying alternative materials or technology whenever possible. While not our customary practice, we also import raw materials and intermediates, particularly for use at our manufacturing facilities in the emerging regions of the world. In most cases, those imports are priced in the currency of the supplier and, therefore, if that currency strengthens against the currency of our manufacturing facility, our margins may be lower.

The Company is continuing its aggressive sourcing initiatives to effectively broaden our supply of high quality raw materials. These initiatives include qualifying multiple and local sources of supply, within Asia and other lower cost regions of the world, diversification of our resin supply, including adding on-site resin production at certain manufacturing locations, and a reduction in the amount of titanium dioxide and certain other raw materials used in our product formulations.

PPG continues to undertake actions to maintain supply arrangements adequate to meet planned operating requirements. However, raw material supply chain disruptions, including logistical and transportation challenges, could adversely impact our ability to procure raw materials. An inability to obtain certain critical raw materials has adversely impacted our ability to produce certain products in the past and could do so in the future. Additionally, the cost of raw materials fluctuates due to a number of factors, including changes in supplier feedstock costs and inventories, changes in the production capacity of suppliers, global industry activity levels, foreign currency exchange rates, government regulation, tariffs, export constraints and global supply and demand factors, any of which could increase raw material costs. If raw material costs increase and we are unable to offset these higher costs in a timely manner, our Income from continuing operations and Cash from operating activities would be adversely impacted.

The pace of economic growth and level of economic and geopolitical uncertainty could have a negative impact on our results of operations and cash flows.

Demand for our products and services depends, in part, on the general economic conditions affecting the countries and markets in which we do business. Weak economic conditions in certain geographies and changing supply and demand balances in the markets we serve have negatively impacted demand for our products and services in the past and may do so in the future. There is a high level of uncertainty surrounding future global economic conditions due to a number of factors, including the impact of fluctuating interest rates, geopolitical uncertainty, including the international impacts of the ongoing wars in Ukraine 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, and labor shortages in certain regions of the world. PPG provides products and services to a variety of end-use markets in many geographies. This broad end-use market exposure and expanded geographic presence lessens the significance of any individual decrease in activity levels; nonetheless, lower demand levels may result in lower sales, which would adversely impact Income from continuing operations and Cash from operating activities.

Fluctuations in foreign currency exchange rates could affect our financial results.

We are exposed to foreign currency exchange rate risk with respect to our sales, expenses, profits, assets and liabilities denominated in currencies other than the U.S. dollar. Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues and expenses into U.S. dollars at the average exchange rate during each reporting period, as well as assets and liabilities into U.S. dollars at exchange rates in effect at the end of each reporting period. Therefore, increases or decreases in the value of the U.S. dollar against other currencies will affect our Net sales, Net income and the value of balance sheet items denominated in foreign currencies. We may use derivative financial instruments to reduce our net exposure to currency exchange rate fluctuations related to foreign currency transactions. However, fluctuations in foreign currency exchange rates, particularly the strengthening or weakening of the U.S. dollar

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against major currencies, could adversely or positively affect our financial condition and results of operations which are expressed in U.S. dollars.

The industries in which we operate are highly competitive.

With each of our businesses, an increase in competition may cause us to lose market share or lose customers, adversely impacting our sales volumes, or compel us to reduce prices to remain competitive, which could result in reduced margins for our products. Additionally, our ability to increase prices may impact the overall economics for the products we offer. Competitive pressures may not only reduce our margins but may also impact our revenues and our growth which could adversely affect our results of operations.

Public health crises, including pandemics and the measures taken by public health and government authorities to address them, have adversely impacted our financial condition and results of operations in the past, and could adversely impact us in the future.

Our financial condition, liquidity and results of operations were adversely impacted by public health crises in the past, including impacts from efforts by public health officials to contain the public health crises. The effects of public health crises could interfere with the ability of PPG, our suppliers, our customers, and others to conduct business and negatively affect consumer confidence and the global economy. Preventative and protective actions taken by public health officials, governments and PPG in response to public health crises could adversely impact our business, suppliers, distribution channels, and customers, due to business shutdowns, reduced workforce availability, reduced ability to supply products, or reduced demand for our products.

Legal, Regulatory, and Tax Risks

We are subject to existing and evolving standards relating to the protection of the environment.

Environmental laws and regulations control, among other things, the discharge of pollutants into the air and water, the handling, use, treatment, storage and clean-up of hazardous and non-hazardous waste, and the investigation and remediation of soil and groundwater affected by hazardous substances. In addition, various laws regulate health and safety matters. The environmental laws and regulations we are subject to impose liability for the costs of, and damages resulting from, cleaning up current sites, past spills, disposals and other releases of hazardous substances. Violations of these laws and regulations can also result in fines and penalties. Future environmental laws and regulations, including rules requiring expanded reporting of certain environmental, safety and governance information, may require substantial capital expenditures or may require or cause us to modify or curtail our operations, which may have a material adverse impact on our business, financial condition and results of operations.

We are involved in a number of lawsuits and claims, and we may be involved in future lawsuits and claims, in which substantial monetary damages are sought.

PPG is involved in a number of lawsuits and claims, both actual and potential, in which substantial monetary damages are sought. Those lawsuits and claims may relate to contract, patent, environmental, product liability, asbestos exposure, antitrust, employment, securities and other matters arising out of the conduct of PPG’s current and past business activities. Any such claims, whether with or without merit, could be time consuming and expensive to defend and could divert management’s attention and resources. We maintain insurance against some, but not all, of these potential claims, and the levels of insurance we maintain may not be adequate to fully cover any and all losses. We believe that, in the aggregate, the outcome of all current lawsuits and claims involving PPG, including those described in Note 15, “Commitments and Contingent Liabilities” in Item 8 of this Form 10-K, will not have a material effect on PPG’s consolidated financial position or liquidity; however, such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized. 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.

We are subject to a variety of laws and regulations, which could increase our compliance costs and could adversely affect our results of operations.

We are subject to a wide variety of complex U.S. and non-U.S. laws and regulations, and legal compliance risks, including securities laws, tax laws, environmental laws, employment and pension-related laws, competition laws, U.S. and foreign export and trading laws, and laws governing improper business practices, including bribery. We are affected by new laws and regulations and changes to existing laws and regulations, as well as interpretations by courts and regulators. These laws and regulations effectively expand our compliance obligations and costs.

For example, regulations concerning the composition, use and transport of chemical products continue to evolve. Developments concerning these regulations could potentially impact the availability or viability of some of the raw materials we use in our product formulations and/or our ability to supply certain products to some customers or markets.

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Import/export sanctions and regulations also continue to evolve and could result in increased compliance costs, slower product movements or additional complexity in our supply chains.

Further, although we believe that we have appropriate risk management and compliance programs in place, we cannot guarantee that our internal controls and compliance systems will always protect us from improper acts committed by employees, agents, business partners or businesses that we acquire. Any non-compliance, improper actions or allegations of such could damage our reputation and subject us to civil or criminal investigations and shareholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties, and could cause us to incur significant legal and investigatory costs.

Changes in the tax regimes and related government policies and regulations in the countries in which we operate could adversely affect our results and our effective tax rate.

As a multinational corporation, we are subject to various taxes in both the U.S. and non-U.S. jurisdictions. Due to economic and political conditions, tax rates in these various jurisdictions may be subject to significant changes. For example, a number of countries have enacted legislation to implement the Organisation for Economic Co-operation and Development’s global minimum tax standards (referred to as Pillar 2), which has caused an increase to our effective tax rate. Our effective income tax rate is also affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets, the introduction of new taxes and changes in tax laws or their interpretation. If our effective income tax rate were to increase, our Cash from operating activities, financial condition and results of operations would be adversely affected. Although we believe that our tax filing positions are appropriate, the final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions and accruals. If future audits find that additional taxes are due, we may be subject to incremental tax liabilities, possibly including interest and penalties, which could have a material adverse effect on our Cash from operating activities, financial condition and results of operations.

Operational and Strategic Risks

Our international operations expose us to additional risks and uncertainties that could affect our financial results.

PPG has a significant investment in global operations. This broad geographic footprint serves to lessen the significance of economic impacts occurring in any one region. Notwithstanding the benefits of geographic diversification, our ability to achieve and maintain profitable growth in international markets is subject to risks related to the differing legal, political, social and regulatory requirements and economic conditions of many countries. As a result of our operations outside the U.S., we are subject to certain inherent risks, including political and economic uncertainty, inflation rates, exchange rates, trade protection measures, local labor conditions and laws, restrictions on foreign investments and repatriation of earnings, and weak intellectual property protection. Recently, there has been an increase in global geopolitical uncertainty due to a number of factors, including the international impacts of the ongoing war in Ukraine 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 2025, approximately 70% of the Company’s total net sales were recognized outside of the United States.

Business disruptions could have a negative impact on our results of operations and financial condition.

Unexpected events, including supply disruptions, temporary plant and/or power outages, work stoppages, natural disasters and severe weather events, significant public health issues, computer system disruptions, challenges implementing, upgrading or transitioning enterprise resource planning systems, fires, war or terrorist activities, could increase the cost of doing business or otherwise harm the operations of PPG, our customers and our suppliers. It is not possible for us to predict the occurrence or consequence of any such events. 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.

The security of our information technology systems could be compromised which could adversely affect our operations or reputation.

We rely extensively on global information technology systems, networks and services, certain of which are managed, hosted, provided and/or used by third parties or their vendors, to conduct our business. We use information technology systems, networks, and services throughout many of our key business processes, including, but not limited to, receiving customer orders, purchasing materials, producing inventory, shipping inventory to customers, collecting customer payments, and paying our employees and vendors.

Numerous and evolving information security threats, including advanced persistent threats and ransomware, pose a risk to the security of our systems, networks and services, as well as to the confidentiality, availability and integrity of our data and of our critical business operations. The techniques, tools and tactics used in cyber-attacks evolve rapidly, including

2025 PPG ANNUAL REPORT AND FORM 10-K 12

from emerging technologies such as advanced automation or artificial intelligence and may be difficult to detect for periods of time. As a result we may face difficulties in anticipating and implementing adequate preventative measures or fully mitigating harms after such an attack. Our information technology systems, networks and services have been, and will likely continue to be, subject to cybersecurity attacks. We have implemented and operate a cybersecurity program designed to protect and preserve the confidentiality, integrity and availability of our networks and systems as well as information that we own or is in our care. Notwithstanding our cybersecurity preparedness activities, we cannot guarantee that our security efforts or the security efforts of our third-party service providers will prevent all cybersecurity events. A material cybersecurity event could result in negative publicity, theft or other financial loss, modification or destruction of proprietary information or key information, manufacture of defective products, theft of personally identifiable information, and/or production downtimes and operational disruptions, which could adversely affect our results of operations.

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.

We may not effectively integrate acquired businesses into our existing operations.

Growth through acquisitions is an important component of the Company’s strategy. Over the last decade, we have successfully completed more than 50 acquisitions, and we will likely acquire additional businesses and enter into additional joint ventures in the future. Growth through acquisitions and the formation of joint ventures involve risks, including:

• difficulties in assimilating acquired companies and products into our existing business;

• delays in realizing the benefits from the acquired companies or products;

• diversion of our management’s time and attention from other business concerns;

• difficulties due to lack of or limited prior experience in any new markets we may enter;

• unforeseen claims and liabilities, including unexpected environmental exposures, product liability, or existing information technology vulnerabilities;

• unexpected losses of customers or suppliers of the acquired or existing business;

• difficulty in conforming the acquired business’ standards, processes, procedures and controls to those of our operations; and

• difficulties in retaining key employees of the acquired businesses.

These risks or other challenges encountered in connection with our past or future acquisitions and joint ventures could cause delays in realizing the anticipated benefits of such acquisitions or joint ventures, or such anticipated benefits may never be realized, which could adversely affect our results of operations, Cash from operating activities or financial condition.

Our ability to understand our customers’ specific preferences and requirements, and to innovate, develop, produce and market products that meet customer demand is critical to our business results.

Our business relies on continued global demand for our brands and products. To achieve our business goals, we must develop and sell products that appeal to customers. This is dependent on a number of factors, including our ability to produce 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.

We believe the automotive industry will experience significant and continued change in the coming years, including an increase in the production of electric vehicles. 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

2025 PPG ANNUAL REPORT AND FORM 10-K 13

lowering demand for our automotive refinish coatings. 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 business and sustainability goals, including by reducing the amount of materials used in their processes. We expect that our focus on sustainably-advantaged products will drive future sales growth; however, as customers transition to sustainably-advantaged products, this could adversely impact our sales volumes as customers may require a lower quantity of our products due to reduced customer waste, extended durability and other similar impacts of using our sustainably-advantaged products.

Additionally, the development of customer-facing digital channels has and will continue to transform certain retail industries. An inability to develop such solutions and our customer’s pace of adoption of those solutions could negatively affect our business or the market demand for our products. We manage our innovation pipeline and introduction of new products through a rigorous stage gate process. We continuously look at ways to optimize and improve the effectiveness of this process to deliver innovation and growth.

Our future growth will depend on our ability to continue to innovate our existing products and to develop and introduce new products. If we fail to keep pace with product innovation on a competitive basis or to predict market demands for our products, our businesses, financial condition and results of operations could be adversely affected.

Our business success depends on attracting, developing and retaining a qualified workforce.

Our continued business success depends on the efforts and abilities of our management team and employees. The skills, experience and industry knowledge of our employees significantly benefit our operations and performance. We compete with other companies both within and outside of our industry for talented personnel in a highly competitive labor market, and we may face challenges attracting or retaining qualified employees. If we are unable to effectively attract, develop and retain a qualified workforce, our businesses, financial condition and results of operations could be adversely affected.

PPG’s aerospace coatings business depends, in part, on our ability to successfully meet customer demand, production targets and commitments.

PPG is currently under contract to supply transparencies, coatings and sealants for use on existing and new commercial, general aviation and military aircraft manufactured by many of the largest global and regional aerospace manufacturers. Our aerospace business is currently experiencing a backlog resulting in product shortages to certain of our customers. In addition, many of our contracts contemplate production increases over the next several years. If we fail to meet production targets and commitments, or encounter difficulty or unexpected costs in meeting such levels, it could have an adverse effect on our reputation, business, operating results, or financial condition. Similarly, to the extent demand for our products increases rapidly and significantly in future periods, we may not be able to ramp up production quickly enough to meet the demand, which could result in production delays at our customers, lost opportunities for growth and adversely affect our business, financial condition, results of operations or competitive position. Additionally, delivery delays by us due to production interruptions or delays may subject us to liability from customer claims that such delay resulted in losses to the customer.

Language change vs prior 10-K

MD&A (Item 7) - words with the biggest YoY frequency increase

Negative rising

absence+2
claims+1
loss+1
adverse+1
weakened+1

Positive rising

gains+6
improved+3
advantaged+2
favorable+1
efficiencies+1

MD&A (Item 7)

7,942 words

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion includes a comparison of our results of operations and liquidity and capital resources for the years ended December 31, 2025 and 2024. 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.

Highlights

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.

Income before income taxes was $2,045 million in 2025, an increase of $193 million compared to the prior year. 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.

Performance Overview

Net Sales by Region

% Change

($ in millions, except percentages)

United States and Canada

Europe, Middle East and Africa (EMEA)

Asia Pacific

Latin America

Total

Net sales increased $30 million due to the following:

● Higher selling prices (+1%)

● Higher sales volumes (+1%)

● Favorable foreign currency translation (+1%)

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Partially offset by:

● Divestitures (-3%)

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

Cost of sales, exclusive of depreciation and amortization

% Change

($ in millions, except percentages)

Cost of sales, exclusive of depreciation and amortization

Cost of sales as a % of net sales

Cost of sales, exclusive of depreciation and amortization, increased $64 million due to the following:

● Wage and other cost inflation

● Higher sales volumes

● Unfavorable foreign currency translation

Partially offset by:

● Increased manufacturing productivity

● Divestitures

Selling, general and administrative expenses

% Change

($ in millions, except percentages)

Selling, general and administrative expenses

Selling, general and administrative expenses as a % of net sales

Selling, general and administrative expenses increased $48 million primarily due to:

● Wage and other cost inflation

● Unfavorable foreign currency translation

Partially offset by:

● Restructuring savings

● Divestitures

Depreciation

% Change

($ in millions, except percentages)

Depreciation

Depreciation as a % of net sales

Depreciation increased $43 million primarily due to:

● Accelerated depreciation expense

● Unfavorable foreign currency translation

Partially offset by:

● Divestitures

Other charges and other income

% Change

($ in millions, except percentages)

Interest expense

Interest income

Business restructuring, net

Impairment and other related charges, net

Other charges/(income), net

2025 PPG ANNUAL REPORT AND FORM 10-K 20

Business restructuring, net

In October 2024, the Company approved a comprehensive cost reduction program focused on reducing structural costs primarily in Europe and in certain other global businesses, along with other corporate costs following the divestitures of PPG’s silicas products business and the architectural coatings business in the U.S. and Canada. In connection with approval of this restructuring program, the Company recorded a pretax restructuring charge of $239 million, representing employee severance and other cash costs. Refer to Note 8, “Business Restructuring” in Item 8 of this Form 10-K for additional information.

Impairment and other related charges, net

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.

In 2024, the Company received written approval from Russian regulatory authorities of a definitive agreement to sell the Company’s remaining Russian business. As a result, the Company classified the business as held for sale as of December 31, 2024 and recognized an impairment charge of $146 million, primarily related to accumulated foreign currency translation losses.

Refer to Note 7 ”Impairment and Other Related Charges, Net” in Item 8 of this Form 10-K for additional information.

Other charges/(income), net

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

Effective tax rate and earnings per diluted share, continuing operations

% Change

($ in millions, except percentages)

Income tax expense

Effective tax rate

Adjusted effective tax rate, continuing operations*

Earnings per diluted share, continuing operations

Adjusted earnings per diluted share, continuing operations*

*See the Regulation G reconciliations - results of operations

The effective tax rate on continuing operations for the year ended December 31, 2025 was 22.4%, a decrease of 3.2% compared to the prior year, primarily due to the absence of the 2024 impairment charge, which had no associated income tax benefit, and a reduction in the provision for uncertain tax positions. The adjusted effective tax rate was 23.5%, which was slightly higher than the prior year adjusted effective tax rate.

Earnings per diluted share from continuing operations for the year ended December 31, 2025 increased year over year primarily due to lower business restructuring and impairment and other related charges, higher selling prices, improved manufacturing productivity, restructuring savings and the lower effective tax rate, partially offset by the unfavorable impact of sales mix and overhead and other cost inflation.

Adjusted earnings per diluted share from continuing operations for the year ended December 31, 2025 decreased year over year due to the unfavorable impact of sales mix and overhead and other cost inflation, partially offset by higher selling prices, increased manufacturing productivity and restructuring savings.

Refer to the Regulation G Reconciliations - Results from Operations for additional information.

Review and Outlook

During 2025, PPG demonstrated resilience in a challenging macroeconomic environment by growing both selling prices and sales volumes and generating $1.9 billion in operating cash flow. Net sales were $15.9 billion, similar to the prior year. Results were supported by the breadth and diversity of the business portfolio, as the Company benefited from higher prices and sales volumes in several businesses and favorable foreign currency translation, which was offset by the impact of divestitures completed in 2024. Net sales, excluding the impact of currency, acquisitions and divestitures ("organic sales") increased 2% during the year with continued strong growth in our aerospace coatings business and share gains in both the packaging coatings business and the protective and marine business, which were partially offset by declines in the automotive refinish coatings, industrial coatings and architectural coatings EMEA businesses. Earnings per diluted

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share from continuing operations was $6.92, compared to $5.72 in the prior year. Adjusted earnings per diluted share was $7.58, a decrease of 4% compared to $7.87 in 2024. 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 PPG products was mixed by end-use market and geographic region during 2025. 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.

On a regional basis, sales volume increases in the United States and Canada, Asia-Pacific and Latin America regions were partially offset by decreases in Europe. In the U.S. and Canada, demand was strong for aerospace coatings, protective and marine coatings, packaging coatings and traffic solutions but declined for most other businesses. In Asia, demand was strong with sales volume growth in protective and marine coatings, automotive OEM coatings, and packaging coatings. In Latin America, demand was negatively impacted in the first half of the year as project-related spending was paused due to tariff uncertainties. However, demand for architectural retail sales was strong within the region, and the Company delivered growth in automotive OEM products and packaging coatings. Demand was soft in Europe with the largest impact on the automotive OEM coatings business and the architectural coatings business.

In 2026, we anticipate demand in Europe and in global industrial end-use markets to remain challenged. 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. This reflects the strength of our focused organization and our sharpened portfolio of technology-advantaged products and services.

Significant other factors

During the year, PPG made significant progress to reduce costs and improve the profitability of the overall business portfolio through the global restructuring programs. In October 2024, the Company approved a comprehensive cost reduction program with anticipated annualized pre-tax savings of approximately $175 million once fully implemented. Total restructuring savings were approximately $75 million in 2025 and the Company expects approximately $50 million in incremental savings in 2026. The multi-year program is focused on reducing structural costs primarily in Europe and in certain other global businesses, along with other corporate costs following the divestitures of PPG’s silicas products business and the architectural coatings business in the U.S. and Canada. The Company will continue to monitor and manage its cost structure to ensure alignment with the overall demand environment.

Raw materials are the Company’s most significant input cost. PPG experiences fluctuating energy and raw material costs driven by various factors, including changes in supplier feedstock costs and inventories, global industry activity levels, foreign currency exchange rates, tariffs and global supply and demand factors.

In 2025, the Company incurred wage inflation, which adversely impacted operating costs compared to 2024. There was an ample supply of commodity-related raw materials in all regions, and raw material inflation had a negligible impact on our operating costs for 2025 versus 2024. PPG did not experience a significant decrease in customer demand, significant increase in raw material costs, or other significant adverse impacts related to tariffs during 2025. The Company continues to monitor overall economic demand and customer order patterns and is prepared to take actions intended to mitigate adverse impacts, as necessary, through supply chain contingency plans, pricing actions, and/or cost reduction actions. In 2026, we anticipate that raw material costs will remain relatively flat compared to 2025. Additionally, we expect manufacturing efficiencies to improve as the year progresses.

We achieved selling price improvement across several businesses in 2025 stemming from our technology-advantaged products and solutions, partially offset by lower selling prices in the Industrial Coatings segment from certain index-based customer contracts. The Company will carefully monitor all costs during 2026 and assess the need for additional selling price increases.

In 2025, the U.S. dollar strengthened against certain currencies in the countries where PPG operates during the first half of 2025, but weakened in the second half of the year, resulting in a net unfavorable impact to net income from continuing operations in the first half of the year partially offset by a net favorable impact in the second half of the year. Based on recent exchange rates, we expect that foreign currency exchange rates will have a slightly favorable impact on net income

2025 PPG ANNUAL REPORT AND FORM 10-K 22

from continuing operations in 2026; however, the Company generally purchases raw materials, incurs manufacturing costs and sells finished goods in the same currency, which reduces foreign currency transaction-related impacts to net income.

The 2026 effective tax rate from continuing operations is expected to be in the range of 24% to 25%, varying by quarter. This range is the Company’s best estimate and represents an increase compared to the 2025 adjusted effective tax rate driven by higher rates in certain countries, including the impact of global minimum tax standards, and the geographic mix of earnings.

Over the past three years, the Company used nearly $1.6 billion of cash to repurchase approximately 12 million shares of PPG stock, including using $790 million to repurchase shares of PPG stock during 2025. The Company ended the year with approximately $2.0 billion remaining under its current share repurchase authorization. During 2025, the Company deployed $778 million for capital expenditures and $628 million for dividends. In 2025, PPG marked the 54th annual per share dividend increase and the 126th successive year of annual dividend payments.

PPG ended 2025 with approximately $2.2 billion in cash and short-term investments. The Company expects strong cash generation in 2026.

Regulation G Reconciliations - Results from Operations

PPG believes investors’ understanding of the Company’s performance is enhanced by the disclosure of net income from continuing operations, earnings per diluted share from continuing operations, and PPG’s effective tax rate adjusted for certain items, and segment income before interest, taxes, depreciation and amortization. PPG’s management considers this information useful in providing insight into the Company’s ongoing performance because it excludes the impact of items that cannot reasonably be expected to recur on a quarterly basis or that are not attributable to our primary operations. Net income from continuing operations, earnings per diluted share from continuing operations, the effective tax rate and segment income adjusted for these items are not recognized financial measures determined in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and should not be considered a substitute for net income from continuing operations, earnings per diluted share from continuing operations, the effective tax rate, segment income or other financial measures as computed in accordance with U.S. GAAP. In addition, adjusted net income, adjusted earnings per diluted share and the adjusted effective tax rate may not be comparable to similarly titled measures as reported by other companies.

Income before income taxes from continuing operations is reconciled to adjusted income before income taxes from continuing operations, the effective tax rate from continuing operations is reconciled to the adjusted effective tax rate from continuing operations and net income from continuing operations (attributable to PPG) and earnings per share – assuming dilution (attributable to PPG) are reconciled to adjusted net income from continuing operations (attributable to PPG) and adjusted earnings per share – assuming dilution below.

($ in millions, except percentages and per share amounts)

Income Before Income Taxes

Income Tax Expense

Effective Tax Rate

Net Income

(attributable to PPG)

Earnings per Diluted Share (1)

Year-ended December 31, 2025

As reported, continuing operations

Includes:

Acquisition-related amortization expense

Business restructuring-related costs, net (2)

Portfolio optimization (3)

Income from legal settlement (4)

Resolution of tax matter (5)

Legacy environmental remediation charges (6)

Insurance recoveries (7)

Impairment and other related charges, net (8)

Adjusted, continuing operations, excluding certain items

2025 PPG ANNUAL REPORT AND FORM 10-K 23

($ in millions, except percentages and per share amounts)

Income Before Income Taxes

Income Tax Expense

Effective Tax Rate

Net Income

(attributable to PPG)

Earnings per Diluted Share (1)

Year-ended December 31, 2024

As reported, continuing operations

Includes:

Acquisition-related amortization expense

Business restructuring-related costs, net (2)

Portfolio optimization (3)

Legacy environmental remediation charges (6)

Insurance recoveries (7)

Adjusted, continuing operations, excluding certain items

(1) Earnings per diluted share is calculated based on unrounded numbers. Figures in the table may not recalculate due to rounding.

(2) Business restructuring-related costs, net include business restructuring charges, offset by releases related to previously approved programs, which are included in Business restructuring, net on the consolidated statement of income, accelerated depreciation of certain assets, which is included in Depreciation on the consolidated statement of income, and other restructuring-related costs, which are included in Cost of sales, exclusive of depreciation and amortization, Selling, general and administrative and Other charges/(income), net on the consolidated statement of income. Business restructuring-related costs, net also includes the fourth quarter 2024 recognition of accumulated foreign currency translation losses of $110 million related to the company's exit of its Argentina operations in connection with a restructuring program, which are included in Other (income)/charges, net on the consolidated statement of income. No tax benefit was recorded on the fourth quarter 2024 recognition of the accumulated foreign currency translation losses.

(3) Portfolio optimization includes gains and losses related to the sale of certain assets, which are included in Other charges/(income), net on the consolidated statement of income, including the gain of $129 million on the sale of the company's silicas products business in the fourth quarter 2024, and the loss on the sale of the company's traffic solutions business in Argentina in the second quarter 2024. Portfolio optimization includes advisory, legal, accounting, valuation, other professional or consulting fees and certain internal costs directly incurred to effect acquisitions, as well as similar fees and other costs to effect divestitures and other portfolio optimization exit actions. These costs are included in Selling, general and administrative expense on the consolidated statement of income. Portfolio optimization also includes an impairment charge of $146 million recognized during the fourth quarter 2024 when the company's remaining operations in Russia were classified as held for sale, which is included in Impairment and other related charges, net on the consolidated statement of income. No tax benefit was recorded on the fourth quarter 2024 impairment charge.

(4) In the fourth quarter 2025, the Company settled a legal matter related to a legacy business that it no longer operates. The related gain is included in Other charges/(income), net on the consolidated statement of income.

(5) In the fourth quarter 2025, the Company recorded a net charge related to the anticipated resolution of an outstanding tax matter. The Company expects to pay incremental income taxes and non-income taxes in the impacted taxing jurisdiction related to the matter. The portion of the charge related to non-income taxes is included in Other charges/(income), net on the consolidated statement of income. In connection with this matter, the Company reduced its provision for uncertain tax positions, the impact of which is included in income tax expense on the consolidated statement of income.

(6) Legacy environmental remediation charges represent environmental remediation costs at certain non-operating PPG manufacturing sites. These charges are included in Other charges/(income), net on the consolidated statement of income.

(7) In the first quarter 2025, the Company received reimbursement under its insurance policies for damages incurred at a southern U.S. factory from a winter storm in 2021. In the fourth quarter 2024, the company received reimbursement for previously approved insurance claims under policies covering legacy asbestos-related matters. These insurance recoveries are included in Other charges/(income), net on the consolidated statement of income.

(8) In the third quarter 2025, the Company recorded net impairment and other related charges related to a consolidated joint venture in the Performance Coatings segment, which are included in Impairment and other related charges, net on the consolidated statement of income.

Performance of Reportable Business Segments

Global Architectural Coatings

$ Change

% Change

($ in millions, except percentages)

Net sales

Segment income

Depreciation and amortization expense

Segment income before interest, taxes, depreciation and amortization (EBITDA)

Global Architectural Coatings net sales decreased due to the following:

● Divestitures (-3%)

● Lower sales volumes (-2%)

Partially offset by:

● Higher selling prices (+2%)

● Favorable foreign currency translation (+1%)

2025 PPG ANNUAL REPORT AND FORM 10-K 24

Architectural coatings EMEA organic sales decreased by a low single-digit percentage year over year due to lower sales volumes partially offset by higher selling prices. Overall demand for architectural coatings in Europe was lower and mixed by country.

Architectural coatings Latin America and Asia Pacific organic sales increased by a low single-digit percentage during the year primarily due to higher selling prices partially offset by lower sales volumes. In Mexico, retail demand for architectural coatings was solid and project-related spending continued to improve throughout the year.

Segment income decreased $79 million year over year primarily due to wage and other cost inflation and lower sales volumes, partially offset by higher selling prices and cost reductions, including restructuring savings.

Looking Ahead

In the first quarter 2026, demand in Mexico is expected to be strong and consumer sentiment in Europe is expected to be tepid. First quarter 2026 organic sales for the Global Architectural Coatings segment are anticipated to increase in the range of by a low single-digit percentage to a mid-single-digit percentage compared to the first quarter 2025.

Performance Coatings

$ Change

% Change

($ in millions, except percentages)

Net sales

Segment income

Depreciation and amortization expense

Segment EBITDA

Performance Coatings net sales increased due to the following:

● Higher selling prices (+3%)

● Higher sales volumes (+2%)

Automotive refinish coatings organic sales decreased by a mid-single-digit percentage with lower sales volumes partially offset by higher selling prices. Organic sales in the United States were lower as demand was suppressed by lower collision claims and as distributors managed their order patterns for PPG products toward the first half of 2025. The Company continues to grow the number of PPG LINQ™ subscriptions and PPG Moonwalk™ installations, further supporting customer productivity and related share gains.

Aerospace coatings organic sales increased by a double-digit percentage driven by increases in both price and sales volume in all regions. Demand remained strong, and customer order backlogs increased to approximately $315 million, even with improved production and other productivity gains. Global international and domestic air travel improved year over year, and passenger air traffic is forecasted to grow 5% in 2026. As demand for PPG’s technology-advantaged products grows, the Company remains focused on debottlenecking and further expanding manufacturing capabilities to drive additional sales volume and earnings growth.

Protective and marine coatings organic sales increased by a double-digit percentage compared to the prior year driven by higher sales volumes. Increased sales volumes were driven by share gains in both protective and marine, reflecting demand for PPG's sustainably-advantaged products.

Traffic solutions organic sales increased by a mid single-digit percentage year over year due to higher sales volumes, which benefited from market share gains across North America, partially offset by lower selling prices.

Segment income increased $6 million year over year with higher selling prices and manufacturing efficiencies, offset by the impact of unfavorable sales mix and raw material, wage and other cost inflation.

Looking Ahead

In the first quarter 2026, continued strength in aerospace coatings is anticipated. Protective and marine coatings will begin to lap prior year share gains resulting in growth similar to the industry. In automotive refinish coatings, we anticipate lower organic sales due to customer order patterns and low industry demand. Traffic solutions is expected to follow typical seasonal trends. First quarter 2026 organic sales for the segment are anticipated to be within the range of down by a low single-digit percentage to flat compared to the first quarter 2025.

2025 PPG ANNUAL REPORT AND FORM 10-K 25

Industrial Coatings

$ Change

% Change

($ in millions, except percentages)

Net sales

Segment income

Depreciation and amortization expense

Segment EBITDA

Industrial Coatings segment net sales decreased due to the following:

● Divestitures (-4%)

● Lower selling prices (-1%)

Partially offset by:

● Higher sales volumes (+2%)

● Favorable foreign currency translation (+1%)

Automotive OEM coatings organic sales were flat year over year with higher sales volumes offset by lower index-based selling prices for certain customer contracts. Sales volume increases in the Latin America and Asia-Pacific regions were partially offset by declines in the United States and Europe, which decreased primarily due to lower new vehicle production.

For the industrial coatings business, organic sales decreased by a low single-digit percentage due to lower selling prices, including the impact of lower index-based prices under certain customer contracts. Sales volume increases in Europe and the Asia-Pacific region were offset by decreases in the United States.

Packaging coatings organic sales increased by a high single-digit percentage year over year due to higher sales volumes in all regions, including share gains in Europe aided by expanding regional regulations. Sales volume increases were partially offset by lower index-based selling prices in all regions.

Specialty products organic sales increased by a mid-single-digit percentage due to higher sales volumes and higher selling prices.

Segment income decreased $18 million year over year primarily due lower index-based selling prices and wage and other cost inflation, partially offset by increased manufacturing productivity, higher sales volumes, and restructuring and other cost savings.

Looking Ahead

In the first quarter 2026, global industrial production is expected to remain at a relatively low level with the potential for slight improvement in the United States, Europe and the Asia-Pacific region and lower demand in Latin America. First quarter 2026 organic sales for the segment are anticipated to be within the range of down by a low single-digit percentage to flat compared to the first quarter 2025.

Commitments and Contingent Liabilities, including Environmental Matters

PPG is involved in a number of lawsuits and claims, both actual and potential, including some that it has asserted against others, in which substantial monetary damages are sought. Refer to Item 3. “Legal Proceedings” and Note 15, “Commitments and Contingent Liabilities” in Item 8 of this Form 10-K for a description of certain of these lawsuits.

As discussed in Item 3 and Note 15, although the result of any future litigation of such lawsuits and claims is inherently unpredictable, management believes that, in the aggregate, the outcome of all lawsuits and claims involving PPG, including asbestos-related claims, will not have a material effect on PPG’s consolidated financial position or liquidity; however, any such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized.

As also discussed in Note 15, PPG has significant reserves for environmental contingencies. Refer to the Environmental Matters section of Note 15 for details of these reserves. It is PPG’s policy to accrue expenses for contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Reserves for environmental contingencies are exclusive of claims against third parties and are generally not discounted. In management’s opinion, the Company operates in an environmentally sound manner and the outcome of the Company’s environmental contingencies will not have a material effect on PPG’s financial position or liquidity; however, any such outcome may be material to the results of operations of any particular period in which costs, if any, are recognized. Management anticipates that the resolution of the Company’s environmental contingencies will occur over an extended period of time.

2025 PPG ANNUAL REPORT AND FORM 10-K 26

Accounting Standards Adopted in 2025

Note 1, “Summary of Significant Accounting Policies” in Item 8 of this Form 10-K describes the Company’s recently adopted accounting pronouncements.

Accounting Standards to be Adopted in Future Years

Note 1, “Summary of Significant Accounting Policies” in Item 8 of this Form 10-K describes accounting pronouncements that have been promulgated prior to December 31, 2025 but are not effective until a future date.

Liquidity and Capital Resources

During the past two years, PPG had sufficient financial resources to meet its operating requirements, to fund capital spending, including acquisitions, share repurchases and pension plans, and to pay increasing dividends to shareholders.

Cash and cash equivalents and short-term investments

($ in millions)

Cash and cash equivalents

Short-term investments

Total

Cash from operating activities - continuing operations

($ in millions, except percentages)

% Change

Cash from operating activities - continuing operations

The $545 million increase in Cash from operating activities - continuing operations was primarily due to higher net income and higher accounts payable and accrued liabilities, including the impact of lower incentive-based compensation payouts in 2025 versus 2024.

Operating working capital

Operating working capital is a subset of total working capital and represents (1) receivables from customers, net of allowance for doubtful accounts, (2) inventories, and (3) trade liabilities. Refer to Note 3, “Working Capital Detail” in Item 8 of this Form 10-K for further information related to the components of the Company’s operating working capital. We believe operating working capital represents the key components of working capital under the operating control of our businesses.

A key metric we use to measure our working capital management is operating working capital as a percentage of sales (fourth quarter sales annualized).

($ in millions, except percentages)

Trade receivables, net

Inventories, FIFO

Less: trade creditors’ liabilities

Operating working capital

Operating working capital as a % of fourth quarter sales, annualized

Trade receivables, net as a % of fourth quarter sales, annualized

Days sales outstanding

Inventories, FIFO as a % of fourth quarter sales, annualized

Inventory turnover

Environmental expenditures

($ in millions)

Cash outlays related to environmental remediation activities

We expect cash outlays for environmental remediation activities to be between $20 million and $60 million annually from 2026 through 2030.

2025 PPG ANNUAL REPORT AND FORM 10-K 27

Cash used for investing activities - continuing operations

% Change

($ in millions, except percentages)

Cash used for investing activities - continuing operations

The $301 million increase in cash used for investing activities - continuing operations was primarily due to higher capital expenditures and the absence of proceeds from the divestiture of our silicas products business that occurred in 2024.

Capital expenditures, including business acquisitions

% Change

($ in millions, except percentages)

Capital expenditures (1)

Business acquisitions, net of cash balances acquired

Total capital expenditures, including acquisitions

Capital expenditures, excluding acquisitions, as a % of sales

(1) Includes modernization and productivity improvements, expansion of existing businesses and environmental control projects.

During 2026, capital expenditures, which are expected to be approximately $650 million to $700 million, will support future organic growth opportunities. The Company will continue to deploy cash focused on shareholder value creation.

Cash used for financing activities

% Change

($ in millions, except percentages)

Cash used for financing activities

The $880 million decrease in cash used for financing activities was primarily due to increased proceeds from long-term debt, partially offset by higher repayments of long-term debt.

Share repurchase activity

($ in millions, except number of shares)

Number of shares repurchased (millions)

Cash paid for shares repurchased

The Board of Directors authorized a $2.5 billion share repurchase plan in April 2024. The Company has approximately $2.0 billion remaining under the current authorization. The repurchase program does not have an expiration date.

Dividends paid to shareholders

($ in millions)

Dividends paid to shareholders

PPG has paid uninterrupted annual dividends since 1899, and 2025 marked the 54th successive year of increased annual per-share dividend payments to shareholders. The Company raised its per-share quarterly dividend by approximately 5% to $0.71 per share in July 2025.

2025 PPG ANNUAL REPORT AND FORM 10-K 28

Debt issued and repaid

Debt Issued (net of premium/discount and issuance costs)

Year

$ in millions

4.375% notes ($700), due 2031

3.250% notes (€900), due 2032

Term Loan, due 2028 (1)

Debt Repaid

Year

$ in millions

0.875% notes (€600)

1.875% notes (€300)

2.4% notes ($300)

3.2% notes ($300)

Term Loan Credit Agreement, due 2024

(1) As of December 31, 2025, the Term Loan was due in 2028. In January 2026, the Term Loan was amended to extend its maturity to January 2029.

The Company’s commercial paper borrowings are classified as long-term debt based on PPG’s intent and ability to refinance these borrowings on a long-term basis. Net payments on commercial paper were zero for both the years ended December 31, 2025 and December 31, 2024.

Credit agreements and lines of credit

In April 2023, PPG entered into a €500 million term loan credit agreement (the "Term Loan"). The Term Loan contains covenants that are consistent with those in the Credit Agreement discussed below and that are usual and customary restrictive covenants for facilities of its type, which include, with specified exceptions, limitations on the Company’s ability to create liens or other encumbrances, to enter into sale and leaseback transactions and to enter into consolidations, mergers or transfers of all or substantially all of its assets. In April 2023, PPG borrowed €500 million under the Term Loan. In December 2023, PPG obtained lender commitments sufficient to increase the size of the Term Loan by €250 million. In January 2024, PPG borrowed the additional €250 million. In December 2024, PPG obtained lender commitments sufficient to increase the size of the Term Loan by €300 million. In January 2025, PPG borrowed the additional €300 million. In January 2026, the Term Loan was amended to extend its maturity. Based on this amendment, the Term Loan terminates and all amounts outstanding are payable in January 2029.

In July 2023, PPG amended and restated its P5Y -year credit agreement (the "Credit Agreement") dated as of August 30, 2019, extending the term through July 27, 2028. In October 2025, PPG amended the Credit Agreement to extend its maturity as to certain commitments. The amended Credit Agreement provides for a $2.3 billion unsecured revolving credit facility, of which $2,148 million of the total commitment has a term through July 2029 and $152 million of the total commitment has a term through July 2028. The Company has the ability to increase the size of the Credit Agreement by up to an additional $750 million, subject to the receipt of lender commitments and other conditions precedent. The Company has the right, subject to certain conditions set forth in the Credit Agreement, to designate certain subsidiaries of the Company as borrowers under the Credit Agreement. In connection with any such designation, the Company is required to guarantee the obligations of any such subsidiaries under the Credit Agreement. There were no amounts outstanding under the Credit Agreement as of December 31, 2025 and December 31, 2024.

The Term Loan and the Credit Agreement require the Company to maintain a ratio of Total Indebtedness to Total Capitalization, as defined in the Credit Agreement, of 60% or less; provided, that for any fiscal quarter in which the Company has made an acquisition for consideration in excess of $1 billion and for the next five fiscal quarters thereafter, the ratio of Total Indebtedness to Total Capitalization may not exceed 65% at any time. As of December 31, 2025, Total Indebtedness to Total Capitalization as defined under the Credit Agreement was 47%.

In addition to the amounts available under lines of credit, the Company maintains access to the capital markets and may issue debt or equity securities from time to time, which may provide an additional source of liquidity.

Refer to Note 10, “Borrowings and Lines of Credit” in Item 8 of this Form 10-K for information regarding notes entered into and repaid as well as details regarding the use and availability of committed and uncommitted lines of credit, letters of credit and debt covenants.

2025 PPG ANNUAL REPORT AND FORM 10-K 29

Cash requirements

We continue to believe that our cash on hand and short-term investments, cash from operations and the Company’s access to capital markets will continue to be sufficient to fund our operating activities, capital spending, acquisitions, dividend payments, debt service, share repurchases, contributions to pension plans, and PPG’s significant cash requirements. The Company’s significant cash requirements include the following contractual obligations and commitments.

Obligations Due In:

($ in millions)

Total

Thereafter

Long-term debt (1)

Interest payments (2)

Operating leases (3)

Unconditional purchase commitments (4)

(1) As of December 31, 2025, the Term Loan with an outstanding balance of $1,233 million was due in 2028. The Term Loan is shown as due in 2028 within this table. In January 2026, the Term Loan was amended to extend its maturity to January 2029.

(2) Interest on all outstanding debt.

(3) Includes interest payments.

(3) The unconditional purchase commitments are principally take-or-pay obligations related to the purchase of certain materials, utilities and services consistent with customary industry practice.

The Company’s off-balance sheet arrangements include unconditional purchase commitments disclosed in the “Liquidity and Capital Resources” section in the cash requirements table as well as letters of credit as discussed in Note 10, “Borrowings and Lines of Credit” in Item 8 of this Form 10-K.

Other liquidity matters

At December 31, 2025, the total amount of unrecognized tax benefits for uncertain tax positions, including an accrual of related interest and penalties along with positions only impacting the timing of ta x benefits, was $122 million. The timing of payments will depend on the progress of examinations by tax authorities. PPG does not expect a significant tax p ayment related to these obligations within the next year. The Company is unable to make a reasonably reliable estimate as to if, or when, any significant cash settlements with tax authorities may occur.

Critical Accounting Estimates

Management has evaluated the accounting policies used in the preparation of the financial statements and related notes presented in Item 8 of this Form 10-K and believes those policies to be reasonable and appropriate. We believe that the most critical accounting estimates made in the preparation of our financial statements are those related to accounting for contingencies, under which we accrue a loss when it is probable that a liability has been incurred and the amount can be reasonably estimated, and to accounting for pensions, other postretirement benefits, business combinations, goodwill and other identifiable intangible assets with indefinite lives because of the importance of management judgment in making the estimates necessary to apply these policies.

Contingencies

Contingencies, by their nature, relate to uncertainties that require management to exercise judgment both in assessing the likelihood that a liability has been incurred as well as in estimating the amount of potential loss. The most important contingencies impacting our financial statements are those related to environmental remediation, to pending, impending or overtly threatened litigation against the Company and to the resolution of matters related to open tax years. For more information on these matters, see Note 15, “Commitments and Contingent Liabilities” and Note 13, “Income Taxes” in Item 8 of this Form 10-K.

Defined Benefit Pension and Other Postretirement Benefit Plans

Accounting for pensions and other postretirement benefits involves estimating the cost of benefits to be provided well into the future and attributing that cost over the time period each employee works. To accomplish this, we make extensive use of assumptions about inflation, investment returns, mortality, turnover, medical costs and discount rates. The Company has established a process by which management reviews and selects these assumptions annually. Refer to Note 14, “Employee Benefit Plans” in Item 8 of this Form 10-K for information on these plans and the assumptions used.

Business Combinations

The Company uses the acquisition method of accounting to allocate costs of acquired businesses to the assets acquired and liabilities assumed based on their estimated fair values at the dates of acquisition. The excess costs of acquired businesses over the fair values of the assets acquired and liabilities assumed is recognized as goodwill. The valuations of the acquired assets and liabilities impacts the determination of future operating results. In addition to using management

2025 PPG ANNUAL REPORT AND FORM 10-K 30

estimates and negotiated amounts, the Company uses a variety of information sources to determine the estimated fair values of acquired assets and liabilities including: third-party appraisals for the estimated value and lives of identifiable intangible assets and property, plant and equipment; third-party actuaries for the estimated obligations of defined benefit pension plans and similar benefit obligations; and legal counsel or other experts to assess the obligations associated with legal, environmental and other contingent liabilities.

The business and technical judgment of management is used in determining wh ich acquired intangible assets have indefinite lives and in determining the useful lives of acquired finite-lived intangible assets in accordance with the accounting guidance for goodwill and other intangible assets.

Goodwill and Intangible Assets

The Company tests indefinite-lived intangible assets and goodwill for impairment by either performing a qualitative evaluation or a quantitative test at least annually, or more frequently if an indication of impairment arises. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit or asset is less than its carrying amount. In the quantitative test, fair values are estimated using a discounted cash flow model. Key assumptions and estimates used in the discounted cash flow model include projected future revenues, discount rates, operating cash flows, capital expenditures and tax rates. For more information on these matters, see Note 1, “Summary of Significant Accounting Policies” in Item 8 of this Form 10-K.

We believe that the amounts recorded in the financial statements in Item 8 of this Form 10-K related to these contingencies, pensions, other postretirement benefits, business combinations, goodwill and other identifiable intangible assets with indefinite lives are based on the best estimates and judgments of the appropriate members of PPG’s management, although actual outcomes could differ from our estimates.

Currency

Comparing spot exchange rates at December 31, 2025 and at December 31, 2024, the U.S. dollar weakened against the currencies of many countries within the regions PPG operates, most notably the Mexican peso and the euro. As a result, consolidated net assets at December 31, 2025 increased by $949 million from December 31, 2024.

Comparing average exchange rates during 2025 to those of 2024, the U.S. dollar strengthened against the currencies of certain countries where PPG operates, including the Mexican peso and the euro, during the first half of 2025, but the U.S. dollar weakened in the second half of the year, resulting in a net unfavorable impact to Income before taxes in the first half of the year partially offset by a net favorable impact in the second half of 2025. This resulted in an unfavorable impact of $8 million on full year 2025 Income before income taxes from the translation of foreign income into U.S. dollars.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of the Company. Management’s Discussion and Analysis and other sections of this Annual Report contain forward-looking statements that reflect the Company’s current views with respect to future events and financial performance. You can identify forward-looking statements by the fact that they do not relate strictly to current or historic facts. Forward-looking statements are identified by the use of the words “aim,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,” “forecast” and other expressions that indicate future events and trends. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our reports to the SEC. Also, note the following cautionary statements.

Many factors could cause actual results to differ materially from the Company’s forward-looking statements. Such factors include statements related to global economic conditions, geopolitical issues, increasing price and product competition by our competitors, fluctuations in cost and availability of raw materials, energy, labor and logistics, the ability to achieve selling price increases, the ability to recover margins, customer inventory levels, PPG inventory levels, our ability to maintain favorable supplier relationships and arrangements, the timing of and the realization of anticipated cost savings from restructuring initiatives, the ability to identify additional cost savings opportunities, the timing and expected benefits of our acquisitions, difficulties in integrating acquired businesses and achieving expected synergies therefrom, the amount of future share repurchases, economic and political conditions in the markets we serve, the imposition of tariffs, the ability to penetrate existing, developing and emerging foreign and domestic markets, foreign exchange rates and fluctuations in such rates, fluctuations in tax rates, the impact of future legislation, the impact of environmental regulations, unexpected business disruptions, cybersecurity events, global human health issues, the unpredictability of existing and possible future litigation, including asbestos litigation, and government investigations. However, it is not possible to predict or identify all such factors.

2025 PPG ANNUAL REPORT AND FORM 10-K 31

Consequently, while the list of factors presented here and in Item 1A is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.

Consequences of material differences in the results compared with those anticipated in the forward-looking statements could include, among other things, lower sales or income, business disruption, operational problems, financial loss, legal liability to third parties, other factors set forth in Item 1A of this Form 10-K and similar risks, any of which could have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity. PPG undertakes no obligation to update any forward-looking statement, except as otherwise required by applicable law.

Top insiders

Most active reporters at Ppg Industries Inc

Name	Roles	Filings
McGarry Michael H	OfficerDirector	41
Ericson Amy R.	Officer	39
Hefel Juliane M.	Officer	33
Bellezza Alisha	Officer	31
Massy Robert L.	Officer	31

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Top performers

Insiders ranked by realized 90-day signed return on their open-market trades at Ppg Industries Inc. Minimum 3 scored trades. Returns are signed - a sale followed by a rally counts against the insider.

#	Insider	Trades	Win rate	Avg	Median	Best	Worst
1	Morales Vincent J	8	100%	+14.4%	+15.9%	+19.4%	+2.1%
2	McGarry Michael H	7	86%	+12.6%	+15.9%	+16.0%	-7.2%
3	Foulkes Anne M.	4	50%	-0.2%	-3.7%	+15.7%	-9.2%

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877 Form 4 / 4-A filings, newest first

Filed	Insider	Top transaction	Shares	Price	Value
Jun 1, 2026	Bellezza Alisha Sr. VP, Automotive Coatings	Holdings only	-	-	-
Jun 1, 2026	Braun Kevin D. Sr VP, Operations	Holdings only	-	-	-
Jun 1, 2026	Hagerty Chancey E. Sr. VP, Auto. Refinish Ctgs.	Holdings only	-	-	-
Jun 1, 2026	Hefel Juliane M. Sr. VP, Ind Coatings & Sp Prod	Holdings only	-	-	-
Jun 1, 2026	Knavish Timothy M Chairman and CEO · Director	Holdings only	-	-	-

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Filed		Top transaction	Shares	Price	Value

Ppg Industries Inc

Annual report (10-K)

Recent 8-K announcements

Tone shift by section

Language change vs prior 10-K

Risk Factors (Item 1A)

Language change vs prior 10-K

MD&A (Item 7)

External resources

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Top insiders

Top performers

All filings

Tone shift by section

Language change vs prior 10-K

Risk Factors (Item 1A)

Language change vs prior 10-K

MD&A (Item 7)

External resources

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