01—Abstract
Summary
Summary of the 8-K filed November 3, 2025. Cited figures are marked; the original filing is the authoritative source.
PPG Industries, Inc. completed an offering on November 3, 2025 of $700,000,000a aggregate principal amount of 4.375% Notes due 2031.
The Notes were issued under an indenture dated March 18, 2008 with The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by a thirteenth supplemental indenture dated November 3, 2025. The indenture contains covenants limiting the company's ability to incur certain liens securing indebtedness and to engage in certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of its assets. Upon a Change of Control Triggering Event, the company must offer to repurchase the Notes at 101%b of principal plus accrued and unpaid interest.
Under an underwriting agreement dated October 30, 2025 with J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and PNC Capital Markets LLC as representatives, PPG agreed to sell the Notes at an issue price of 98.970%c of principal, with underwriters offering them to the public at 99.570%.
The offering was made under the company's Form S-3 registration statement (File No. 333-270106) and a prospectus supplement dated October 30, 2025. The company expects to use the net proceeds for general corporate purposes, which may include repaying existing indebtedness, working capital, capital expenditures, investments in or loans to subsidiaries or joint ventures, and funding possible acquisitions.
02—Key points
Key Highlights
- Issued $700,000,000 aggregate principal amount of 4.375% Notes due 2031 on November 3, 2025
- Notes issued under a 2008 indenture with The Bank of New York Mellon Trust Company, N.A., as trustee, supplemented by a thirteenth supplemental indenture dated November 3, 2025
- Underwriters purchased the Notes at 98.970% of principal; public offering price was 99.570%
- Change of Control Triggering Event requires an offer to repurchase at 101% of principal plus accrued and unpaid interest
- Indenture covenants limit certain liens securing indebtedness and certain consolidations, mergers, conveyances, transfers or leases of substantially all assets
- Net proceeds intended for general corporate purposes, including possible repayment of existing indebtedness, working capital, capital expenditures, and possible acquisitions
- Offering made under Form S-3 registration statement (File No. 333-270106) and prospectus supplement dated October 30, 2025
03—Questions
Frequently Asked Questions
What did PPG Industries sell in this offering?
PPG sold $700,000,000 aggregate principal amount of 4.375% Notes due 2031, completed on November 3, 2025.
Who were the underwriters?
The underwriting agreement dated October 30, 2025 named J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and PNC Capital Markets LLC as representatives of the several underwriters.
What is the price at which investors could buy the Notes?
The company sold the Notes to the underwriters at 98.970% of principal, and the underwriters offered them to the public at 99.570% of principal.
What protections do noteholders have if control of the company changes?
Upon a Change of Control Triggering Event, as defined in the Thirteenth Supplemental Indenture, PPG must offer to repurchase the Notes at 101% of principal amount plus accrued and unpaid interest.
How will PPG use the proceeds?
The company expects to use the net proceeds for general corporate purposes, which may include repaying existing indebtedness, working capital, capital expenditures, investments in or loans to subsidiaries or joint ventures, and funding possible acquisitions.
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