Post-effective Amendment to Registration Statement for Employee Benefit Plan (Form S-8 POS)

As filed with the Securities and Exchange Commission on April 30, 2026

Registration No. 333-173657

Registration No. 333-212813

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-173657

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-212813

UNDER

THE SECURITIES ACT OF 1933

PPG INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

PPG INDUSTRIES, INC. 2026 OMNIBUS INCENTIVE PLAN

PPG INDUSTRIES, INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN

(Full title of the plan)

Joseph R. Gette, Esq.

Senior Vice President, General Counsel and Secretary

PPG Industries, Inc.

One PPG Place

Pittsburgh, Pennsylvania 15272

(Name and address of agent for service)

(412) 434-3131

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

PPG Industries, Inc. (referred to herein as "our," "we," "us," "PPG" or the "Registrant") previously filed (i) a Registration Statement on Form S-8 (File No. 333-173657) with the Securities and Exchange Commission (the "SEC") on April 21, 2011 (the "2011 Form S-8") with respect to the offer and sale of up to 6,474,506 shares of the Registrant's common stock, par value $1.66²⁄₃ per share ("Common Stock"), issuable under the PPG Industries, Inc. Amended and Restated Omnibus Incentive Plan (the "Prior Plan"); and (ii) a Registration Statement on Form S-8 (File No. 333-212813) with the SEC on August 1, 2016 (together with the 2011 Form S-8, the "Prior Form S-8s") with respect to the offer and sale of up to 1,125,000 shares of Common Stock issuable under the Prior Plan.

On February 19, 2026, subject to shareholder approval, the Board of Directors of the Registrant adopted the PPG Industries, Inc. 2026 Omnibus Incentive Plan (the "2026 Plan"). The 2026 Plan subsequently was approved by the Registrant's shareholders on April 16, 2026 (the "Effective Date") at the Registrant's 2026 Annual Meeting of Shareholders.

The number of shares of Common Stock initially authorized for issuance pursuant to the 2026 Plan includes (i) 1,500,000 newly authorized shares of Common Stock (the "Newly Authorized Shares"); and (ii) 5,403,753 shares of Common Stock (the "Carried Forward Shares") which remained available for the granting of awards under the Prior Plan as of the Effective Date. No further awards may be made under the Prior Plan as of the Effective Date.

Any shares of Common Stock covered by an award under the Prior Plan that, after December 31, 2025, are forfeited or that remain unpurchased or undistributed upon termination or expiration of any such award, may be used for future awards to the same or other participants under the 2026 Plan on a one-for-one basis. In the event that withholding tax liabilities arising after December 31, 2025 from an award granted under the Prior Plan other than an option or stock appreciation right are satisfied by the tendering or withholding of shares of Common Stock, the shares of Common Stock so tendered or withheld will be added to the shares of Common Stock available for awards to the same or other participants under the 2026 Plan on a one-for-one basis. As of the Effective Date, the maximum number of Rollover Shares that may be added to the shares of Common Stock available for awards under the 2026 Plan on a one-for-one basis as a result of circumstances described in this paragraph is 5,403,753 shares of Common Stock.

The Registrant is filing this Post-Effective Amendment No. 1 to the Prior Form S-8s (this "Post-Effective Amendment") pursuant to the SEC's Corporation Finance Interpretation 126.43 in order to amend the Prior Form S-8s to reflect a change in the plan of distribution, namely the offer and sale under the 2026 Plan rather than the Prior Plan, with respect to (i) the Carried Forward Shares and (ii) the Rollover Shares, to the extent that such shares become under the 2026 Plan as described above. The Registrant incorporates the respective contents of the Prior Form S-8s herein by reference.

For the avoidance of doubt, the Registrant is not registering the offer and sale of any additional shares of Common Stock pursuant to this Post-Effective Amendment that were not previously registered pursuant to the Prior Form S-8s or that were not previously approved by the Registrant's shareholders as of the Effective Date. Contemporaneously with the filing of this Post-Effective Amendment, the Registrant is filing a Registration Statement on Form S-8 with the SEC to register the offer and sale of the Newly Authorized Shares under the 2026 Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

In accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), and the introductory note to Part I of Form S-8 as promulgated by the SEC, the information specified in Part I of the Form S-8 has been omitted from this Post-Effective Amendment. The documents containing the information specified in this Part I of Form S-8 will be delivered to participants in the Prior Plan and the 2026 Plan, as applicable, as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference into this Post-Effective Amendment:

All documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Post-Effective Amendment, but prior to the filing of a subsequent post-effective amendment which indicates that all securities offered by this Post-Effective Amendment have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Post-Effective Amendment; provided, however, that the Registrant is not incorporating by reference any

information furnished (but not filed) under Item 2.02 or Item 7.01 of any Current Report on Form 8-K. Each document incorporated by reference into this Post-Effective Amendment shall be deemed to be a part of this Post-Effective Amendment from the date of filing of such document with the SEC until the information contained therein is superseded or updated by any subsequently filed document which is incorporated by reference into this Post-Effective Amendment or by any document which constitutes part of the prospectus relating to the Prior Plan or the 2026 Plan, as applicable, meeting the requirements of Section 10(a) of the Securities Act.

Item 4. Description of Securities.

The shares of Common Stock to be offered under this Post-Effective Amendment are registered under Section 12 of the Securities Exchange Act of 1934, as amended.

Item 5. Interests of Named Experts and Counsel.

The validity of the Registrant's Common Stock registered pursuant to this Post-Effective Amendment has been passed upon for the Registrant by Joseph R. Gette, Senior Vice President, General Counsel and Secretary of the Registrant. Mr. Gette owns shares of the Registrant's Common Stock. In addition, Mr. Gette may be granted additional stock awards or other compensation benefits from the Registrant on or after the date hereof.

Item 6. Indemnification of Directors and Officers.

Sections 1741-1750 of the Pennsylvania Business Corporation Law provide for indemnification of PPG's directors and officers against certain liabilities under certain circumstances.

Article VI of our Bylaws provides that a director, officer or employee shall be found to be entitled to indemnification for expenses (including attorney's fees) and any liability (including judgments, fines or penalties and amounts paid in settlement) actually and in good faith paid or incurred by any such person in connection with any actual or threatened proceeding (including any derivative lawsuits) by reason of the fact that such person is or was serving as a director, officer or employee of PPG or, at the request of PPG, was serving another corporation, partnership, joint venture, trust, employee benefit plan or other entity, unless a referee finds the conduct engaged in to have been such that, if so found by a court, indemnification would be prohibited by Pennsylvania law. PPG is also required to indemnify any such person (1) where there has been a determination by a court as to the conduct of the person claiming indemnification such that indemnification would not be prohibited by Pennsylvania law and (2) where the person is otherwise entitled to indemnification by Pennsylvania law. Expenses with respect to a proceeding which are incurred in good faith are required to be advanced by PPG prior to final disposition of the proceeding, subject to any obligation to repay PPG which is imposed by law or by provision in the Restated Articles of Incorporation, Bylaws, an agreement or otherwise. Under Pennsylvania law, any such advancement of expenses must be made subject to an undertaking to repay PPG in the event that it is determined ultimately that the person receiving the advancement is not entitled to indemnification. A written request for such advancement of expense must be made to PPG's Corporate Secretary.

The selection of the referee is to be made by the general counsel or, if the general counsel is the person claiming indemnification or is otherwise involved in the proceeding, by the senior officer who does not have such a relationship to the proceeding. The referee is defined to be an attorney with substantial expertise in corporate law, who is both independent of the parties and unbiased. The person claiming indemnification may object, within 10 days of the notice of selection of the referee, to the referee selected. If the parties cannot agree on the selection of a referee, or if PPG fails to propose a referee, within 45 days of the submission of the request for indemnification, the referee will be selected by the American Arbitration Association.

The determination of entitlement to indemnification is made by the referee; however, the referee is required to find the person entitled to indemnification unless the referee finds that the conduct of the person was such that if so found by a court, indemnification would be prohibited by Pennsylvania law. The determination of the referee is binding on PPG but not on the person claiming indemnification.

To the extent that a person is entitled to indemnification for only a portion of the expenses or liability resulting from a proceeding, PPG is required to indemnify the person for such portion.

The Bylaws authorize PPG to purchase and maintain insurance, to create a trust fund, to grant a security interest or to use other means (including, without limitation, establishing a letter of credit) to ensure the payment of indemnification.

PPG is specifically authorized to enter into agreements with any director, officer or employee, which agreements may grant rights in furtherance of, different from, or in addition to but not in limitation of, the rights to indemnification granted in the Bylaws, without further shareholder approval of the terms and conditions of, or the form of, such agreements to the extent permitted by Pennsylvania law. Without limitation of the foregoing, in such agreements PPG may agree (1) to maintain insurance against certain expenses and liabilities and (2) to contribute to expenses and liabilities incurred in accordance with the application of relevant equitable considerations to the relative benefits to, and the relevant fault of, PPG.

The Bylaws provide (1) that the rights granted therein are contract rights, (2) that the rights granted will cover acts and omissions occurring on or after January 27, 1987, and (3) that the rights granted will continue as to a person who has ceased to be a director, officer or employee, with respect to a proceeding which results from acts or failures to act while such person was a director, officer or employee.

Sections 1741-1750 and the Bylaws both also provide that the indemnification provided for therein shall not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled.

PPG also has policies of directors' and officers' liability insurance to indemnify its directors and officers against certain liabilities incurred in their capacities as such.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following exhibits are filed herewith or incorporated by reference as part of this Post-Effective Amendment:

Item 9. Undertakings.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this 30th day of April, 2026.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date(s) indicated: