PPG INDUSTRIES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Dear Fellow Shareholders:

Once again, it has been my pleasure to serve as PPG’s Independent Lead Director, a key element of our corporate governance structure designed to guide PPG for the benefit of its shareholders.

During 2024, your Board of Directors was actively engaged in overseeing and advising on key activities to advance PPG’s enterprise growth strategy. PPG successfully completed strategic portfolio actions in 2024 that have created a sharper, more focused company. Following a strategic review, PPG completed the sale of its architectural coatings business in the U.S. and Canada in December 2024 to American Industrial Partners (AIP), an industrials investor. PPG’s architectural coatings businesses in other regions around the world remain core businesses within the company’s portfolio, including in Latin America, Europe and Asia Pacific, where PPG holds strong #1 or #2 positions in a number of key countries. PPG also completed the sale of its silicas products business in November 2024 to QEMETICA, a Warsaw, Poland-based, privately held manufacturer of soda ash, silicates and other specialty chemicals.

These transactions further optimize PPG’s portfolio by improving its organic growth and financial return profiles and will result in an increased capability for the company to channel growth resources to areas where it has the strongest right to win with customers. PPG is focused on delivering unwavering support to customers with superior products, technologies and services that enhance their productivity and sustainability.

PPG’s business demonstrated resilience in a challenging industrial macro environment in 2024 by growing adjusted earnings per share by 6%, improving aggregate segment margins and generating $1.4 billion in operating cash flow. The success of the team’s work throughout last year enabled PPG to continue to reward shareholders. The company repurchased approximately $750 million of stock in 2024, which represented approximately 3% of our outstanding shares. Combined with dividends, PPG returned $1.4 billion to shareholders in 2024. PPG has raised its annual dividend payout for 53 consecutive years and has paid uninterrupted annual dividends for 125 years. The company also continues to have strong financial flexibility with cash and short-term investments totaling approximately $1.4 billion at year end.

*From continuing operations. See reconciliation in Annex A

As part of our ongoing Board refreshment process, we elected Kathy L. Fortmann, Chief Executive Officer of Amyris, Inc., to the Board. She serves on the Audit Committee and the Sustainability and Innovation Committee and brings to PPG 35 years of global business experience across a variety of industries. Her experience leading European-based businesses and as a leader in the European business community is particularly important to PPG as this region now accounts for approximately one third of our sales. At this year’s annual meeting, Martin Richenhagen will retire from our Board. We thank Martin for his 17 years of dedicated service to PPG. Our refreshment process will continue into 2025 as we seek directors who have skills and experience that can help to further advance PPG’s enterprise growth strategy.

As we continuously look at ways to evolve and strengthen PPG’s governance, the Board has endorsed the right of shareholders to call special meetings and has approved new stand-alone policies that: limit the number of public company boards on which PPG’s directors may serve; provide for compensation recovery from executives; and limit the amount of severance payments for executives. The Board also adopted a refreshed insider trading policy. Developing these new policies reflects our comprehensive approach to governance and facilitates more transparent Board oversight.

In addition, the Board is actively engaged in overseeing PPG’s sustainability strategy. In 2024, PPG continued to innovate and deliver sustainably-advantaged solutions based our customers’ desire to improve their productivity and to reduce overall value chain environmental impacts.

On behalf of the Board of Directors, it is my pleasure to invite you to PPG’s 2025 Annual Meeting of Shareholders, which will be held at 11:00 a.m., Eastern Time, on Thursday, April 17, 2025, via live audio webcast at www.virtualshareholdermeeting.com/PPG2025. We encourage you to read the attached Proxy Statement and vote on the included proposals.

We thank you for your continued support of and investment in PPG.

Michael W. Lamach

Independent Lead Director

PPG Board of Directors

Attending the Virtual Annual Meeting:

Our Board of Directors has fixed the close of business on February 21, 2025 as the record date for the determination of shareholders who are entitled to notice of and to vote at our Annual Meeting or any adjournments or postponements thereof. To attend the virtual Annual Meeting, please follow the instructions at:

www.virtualshareholdermeeting.com/PPG2025

You will not be able to attend the Annual Meeting in person. If you plan to participate in the virtual meeting by voting or asking questions, you will need to pre-register by 5:00 p.m. Eastern Time on April 16, 2025. To pre-register for the meeting, please follow the instructions provided under the General Matters section found in the accompanying Proxy Statement. Shareholders may only participate online and must pre-register to vote and ask questions at the virtual meeting. A listen-only, live webcast of the virtual Annual Meeting will also be available to all shareholders and guests who do not pre-register at www.virtualshareholdermeeting.com/PPG2025.

Please Vote

Please know that your vote is very important to us, and we encourage you to vote promptly. Whether or not you expect to attend the virtual Annual Meeting, please vote via the Internet or telephone, or by paper proxy card or vote instruction form, which you should complete, sign and return by mail, so that your shares may be voted.