Axalta Coating Sys Ltd SEC Filings

Axalta Coating Systems reported record 2025 earnings while progressing toward an all‑stock merger of equals with AkzoNobel, expected to close in late 2026 or early 2027 subject to shareholder and regulatory approvals. Full‑year net sales were $5.12 billion, down 3%, but adjusted EBITDA reached a record $1.13 billion with a 22.0% margin, helped by lower operating and variable costs. Adjusted diluted EPS rose 6% to a record $2.49, even as reported diluted EPS slipped 2% to $1.74. Free cash flow increased to $466 million, supporting $230 million of gross debt reduction and $165 million of share repurchases, bringing net leverage down to 2.3x, the lowest in company history. Fourth‑quarter net sales fell 4% and net income declined to $60 million on softer North American volumes and higher taxes, though adjusted EBITDA margin improved to 21.5%. For 2026, Axalta guides to net sales growth in the low‑ to mid‑single digits, adjusted EBITDA of $1.14–$1.17 billion, adjusted EPS of $2.55–$2.70 and free cash flow above $500 million, while targeting approximately $600 million in cost synergies from the planned combination with AkzoNobel.

Barrow Hanley Global Investors, a Delaware LLC, filed a Schedule 13G reporting beneficial ownership of Axalta Coating Systems Ltd common stock. As of December 31, 2025, it reported beneficial ownership of 17,456,984 shares, representing 8.18% of Axalta’s outstanding common stock.

The filer reported sole voting power over 12,322,194 shares and shared voting power over 5,134,790 shares, with sole dispositive power over all 17,456,984 shares. It certified the shares were acquired and are held in the ordinary course of business and not for the purpose of influencing control of Axalta.

Axalta Coating Systems reported a strong finish to 2025 and outlined its planned merger of equals with AkzoNobel. Q4 net sales were about $1.3 billion$272 million and a 21.5% margin, while free cash flow reached a quarterly record. For 2025, Axalta delivered record adjusted EBITDA of $1.128 billion, a 22% margin, adjusted EPS of $2.49 and free cash flow of $466 million, helped by more than $300 million of variable cost reductions and lower fixed expenses. The company paid down roughly $230 million of debt, reducing net leverage to 2.3x, and cut annual interest expense by nearly $30 million. For 2026, Axalta guides to low single-digit revenue growth, adjusted EBITDA of $1.14–$1.17 billion, EPS of $2.55–$2.70 and free cash flow above $500 million, with margin above 22%. Management highlighted ongoing North America softness, destocking in Refinish and weak Industrial demand, but expects improvement in the second half. The planned AkzoNobel merger targets about $600 million of cost synergies and a combined EBITDA margin around 19%–20%, creating a large, diversified performance coatings company listed on the NYSE.

Axalta Coating Systems is moving forward with a proposed all-stock merger of equals with AkzoNobel, aiming to create a premier global coatings company with a larger combined portfolio and greater scale. The companies highlight expectations for improved profitability, sizable cost and revenue synergies, and substantial long-term value creation from the combination.

The deal is not yet complete and remains subject to shareholder approvals, regulatory clearances and other customary closing conditions, with closing targeted for late 2026 or early 2027. Investors are told that full details of the transaction, including securities to be issued by AkzoNobel, will be provided in a Form F-4 registration statement and joint proxy statement/prospectus to be filed with the SEC.

Axalta Coating Systems Ltd. and Akzo Nobel N.V. describe a proposed merger of equals that would create a global coatings leader with a top-tier portfolio across seven key end markets and roughly 100 recognized brands. The companies highlight expected cost synergies of approximately $600 million, which they say underpin significant earnings-per-share accretion for Axalta shareholders, plus anticipated 100–200 basis points of revenue synergies supported by a combined R&D platform. They also point to a planned NYSE-only listing with enhanced liquidity and a stronger financial profile with the potential for robust EBITDA margins and cash generation to support capital allocation priorities. The communication emphasizes that full details will be provided in a forthcoming Form F-4 registration statement and proxy statement/prospectus, and it outlines extensive risk factors and legal and jurisdictional restrictions associated with the proposed transaction.

Axalta Coating Systems Ltd. reported record profitability for 2025 despite slightly lower sales. Full-year net sales were $5,117 million, down 3%, but record Adjusted EBITDA reached $1,128 million with a 22.0% margin, and record Adjusted Diluted EPS was $2.49. Net income was $379 million with a 7.4% margin. Operating cash flow hit a record $649 million and free cash flow was $466 million, while net debt to Adjusted EBITDA fell to 2.3x, the lowest in company history.

In the fourth quarter, net sales were $1,262 million, Adjusted EBITDA was $272 million with a 21.5% margin, and free cash flow reached a quarterly record of $290 million. Performance Coatings sales declined 6%, while Mobility Coatings grew 1% and delivered a record fourth-quarter Adjusted EBITDA margin of 19.4%.

The company announced an all-stock merger of equals with AkzoNobel in November 2025, expected to close in late 2026 or early 2027, subject to shareholder and regulatory approvals. For 2026, Axalta projects low-single-digit full-year net sales growth, Adjusted EBITDA of $1,140–$1,170 million, Adjusted Diluted EPS of $2.55–$2.70, and free cash flow above $500 million.

Artisan Partners has disclosed a significant passive stake in Axalta Coating Systems Ltd. The filing reports beneficial ownership of 24,592,005 common shares, representing 11.5% of Axalta’s outstanding shares, based on 213,340,170 shares outstanding as of October 22, 2025.

The shares are held through several affiliated Artisan entities, with Artisan Partners Limited Partnership acting as investment adviser. Of the total, 12,557,489 shares are held on behalf of Artisan Partners Funds, Inc. Artisan states the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Axalta.

AkzoNobel and Axalta describe a proposed share-based transaction that will be submitted to Axalta shareholders for approval using a combined proxy statement and prospectus. AkzoNobel plans to file a registration statement on Form F-4 with the SEC, which will include this proxy statement/prospectus for the AkzoNobel shares to be issued.

The text stresses that this communication is not an offer to buy or sell securities and is aimed only at certain professional or otherwise eligible investors in the United Kingdom. It urges AkzoNobel and Axalta investors to read the full proxy statement/prospectus and related documents once available, as they will contain detailed terms, risks and financial information about the transaction.

Extensive forward-looking statement warnings outline that closing depends on regulatory approvals, satisfaction of conditions, absence of adverse events and successful post-transaction integration. The companies also highlight potential disruptions to business, changes in economic and regulatory conditions, and limitations of any non-GAAP or non-IFRS measures used to illustrate anticipated benefits.

Artisan Partners investment entities have disclosed a significant passive stake in Axalta Coating Systems Ltd. They report beneficial ownership of 12,575,932 common shares, representing 5.9% of the class, based on 213,340,170 shares outstanding as of 10/22/2025.

Artisan entities share voting power over 12,026,126 shares and share dispositive power over all 12,575,932 shares, with no sole voting or dispositive authority. The shares were acquired on behalf of discretionary clients of Artisan Partners Limited Partnership, and the group certifies they hold the position in the ordinary course, without the purpose or effect of influencing control of Axalta.