UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 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)  i May 18, 2022

PPG INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 i (412)  i 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 (see General Instruction A.2.):

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

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

Emerging growth company   i ☐

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.  ☐

On May 18, 2022, PPG Industries, Inc. (the “Company”) entered into an Underwriting Agreement with each of the underwriters named therein (the “Underwriters”) in connection with the issuance and sale by the Company of €300,000,000 aggregate principal amount of 1.875% Notes Due 2025 (the “2025 Notes”) and €700,000,000 aggregate principal amount of 2.750% Notes Due 2029 the “2029 Notes” and, together with the 2025 Notes, the “Notes”). Pursuant to the Underwriting Agreement and subject to the terms and conditions expressed therein, the Company has agreed to sell the Notes to the Underwriters, and the Underwriters have agreed to purchase the Notes for resale. The Underwriting Agreement provides that the Company will sell the Notes to the Underwriters at issue prices of 99.441% and 99.335% of the principal amounts of the 2025 Notes and the 2029 Notes, respectively, and that the Underwriters will offer the 2025 Notes and the 2029 Notes to the public at prices of 99.741% and 99.735%, respectively, of the principal amounts thereof. Pursuant to the Underwriting Agreement, the Company has also agreed to indemnify the Underwriters and certain controlling persons against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended, and to contribute to payments if the Underwriters are required to make any payments in respect of any of these liabilities.

It is expected that the Company will issue and sell the Notes on May 25, 2022. The Notes are being offered pursuant to Post-Effective Amendment No. 2 to the Company’s Registration Statement on Form S-3 (File No. 333-232895) filed with the Securities and Exchange Commission on February 24, 2020 and the Prospectus included therein, as supplemented by a Prospectus Supplement dated May 18, 2022 and filed with the Securities and Exchange Commission on May 19, 2022.

The foregoing is a summary of the material terms and conditions of the Underwriting Agreement. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is set forth in its entirety and filed as Exhibit 1.1 to this Current Report on Form 8-K.

(d) Exhibits.

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.