Axalta Coating Sys Ltd SEC Filings

Axalta Coating Systems Ltd. highlights its strong recent performance and outlines the strategic rationale for its proposed merger of equals with Akzo Nobel N.V.. Management states that through the third quarter of 2025, Axalta achieved twelve consecutive quarters of year-over-year growth in Adjusted EBITDA and adjusted diluted EPS, supported by cost discipline and pricing actions. The company describes the AkzoNobel combination as a highly accretive merger of equals that would unite two global coatings leaders, expand scale, and leverage advanced R&D and robust cash flow. Axalta says its shareholders are expected to participate in a larger platform with higher earnings growth, potential synergies and possible valuation multiple expansion over time. The communication also explains that the transaction will be detailed in a future Form F-4 registration statement and proxy statement/prospectus, which investors are urged to read in full before making any voting or investment decisions.

Axalta Coating Systems Ltd. reports that its Compensation Committee approved cash retention bonuses for three senior executives in connection with the previously disclosed all-stock merger of equals with Akzo Nobel N.V.. The bonuses are $1,360,009 for Senior Vice President and Chief Financial Officer Carl D. Anderson II, $1,040,130 for Hadi H. Awada, President, Global Mobility Coatings, and $1,084,837 for Troy D. Weaver, President, Global Refinish.

Each retention bonus will vest and be paid in full on the date that is six months after the closing of the merger, as long as the executive remains employed through that date. The arrangements also describe how full or prorated bonuses may be paid if employment ends without cause, for good reason, or due to death or disability, in each case contingent on the merger closing where specified. Payment is conditioned on compliance with restrictive covenants and, in certain termination cases, a general release of claims.

Akzo Nobel N.V. and Axalta Coating Systems Ltd. plan a merger of equals, creating a combined coatings company with approximately $25 billion in enterprise value. Axalta shareholders are expected to receive 0.6539 AkzoNobel shares for each Axalta share, resulting in an ownership split of about 55% AkzoNobel and 45% Axalta in the combined company.

The new company, to be renamed and re‑listed with a new ticker, is expected to close in late 2026 to early 2027 subject to approvals. The combination targets roughly $16.9 billion in 2024 revenue, about ~20% adjusted EBITDA margin, and around $1.5 billion of adjusted free cash flow. Management highlights approximately $600 million of synergies, with 90% expected within three years post‑close, supported by global scale, 173 manufacturing sites, and about $400 million of annual R&D spend.

Axalta Coating Systems Ltd. (AXTA) agreed to an all-stock merger of equals with Akzo Nobel N.V., under which each Axalta ordinary share will be converted into 0.6539 AkzoNobel ordinary shares at closing. AkzoNobel will form a Bermuda merger subsidiary that will combine with Axalta, leaving Axalta as a wholly owned subsidiary of AkzoNobel and the combined company dual-headquartered in Amsterdam and Philadelphia, with listings on the NYSE and Euronext Amsterdam.

Before completion, AkzoNobel will declare and pay a special cash dividend to its shareholders in an aggregate amount of €2.5 billion minus certain 2026 regular dividends. Axalta equity awards will generally convert into AkzoNobel awards using the 0.6539 exchange ratio, with specific treatment for vested and former-employee awards, while AkzoNobel awards largely remain outstanding. The combined company’s initial board will have eleven directors split between Axalta and AkzoNobel nominees plus three joint independents, and key leadership roles will be filled by current executives from both companies.

The deal is subject to shareholder approvals at both companies, multiple regulatory clearances, stock exchange listings, and an effective Form F-4 registration statement. Either party may owe the other a €150 million termination fee if the agreement ends under specified circumstances, including acceptance of a superior proposal or a change in board recommendation.

Barrow Hanley Global Investors, a Delaware LLC investment adviser, filed a Schedule 13G reporting beneficial ownership of 15,641,269 shares of Axalta Coating Systems Ltd. (AXTA) common stock, representing 7.22% of the class as of the event date 09/30/2025.

The filer reports sole voting power and sole dispositive power over all 15,641,269 shares, with no shared voting or dispositive power. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Axalta Coating Systems Ltd. (AXTA): Schedule 13G/A filed by FMR LLC reporting beneficial ownership. FMR LLC disclosed 8,564,227.93 shares of common stock, representing 4.0% of the class, tied to the event date of 09/30/2025.

FMR reported sole voting power over 8,533,096.00 shares and sole dispositive power over 8,564,227.93 shares. Abigail P. Johnson also reported sole dispositive power over 8,564,227.93 shares, reflecting 4.0% of the class. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Axalta Coating Systems (AXTA): Victory Capital Management, Inc. filed Amendment No. 1 to Schedule 13G reporting a passive stake in Axalta common stock. As of September 30, 2025, Victory reported 6,044,353 shares beneficially owned, representing 2.79% of the class. The firm had sole voting power over 5,925,837 shares and sole dispositive power over 6,044,353 shares, with no shared voting or dispositive power. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Axalta Coating Systems (AXTA) reported mixed Q3 2025 results. Net sales were $1,288 million versus $1,320 million a year ago, but income from operations rose to $204 million from $193 million. Net income attributable to common shareholders increased to $110 million, with diluted EPS of $0.51, up from $0.46. For the nine months, revenue was $3,855 million versus $3,965 million, while net income rose to $318 million and diluted EPS reached $1.46.

Gross cost discipline and lower interest expense supported earnings despite softer sales. Mobility Coatings Segment Adjusted EBITDA improved (Q3: $83 million vs. $70 million), while Performance Coatings eased (Q3: $211 million vs. $221 million). Operating cash flow was $305 million year‑to‑date. The company repurchased $165 million of common stock year‑to‑date, including $100 million in Q3. Cash was $606 million and long‑term borrowings were $3,382 million at quarter end.

Axalta closed a small Performance Coatings acquisition (aggregate consideration $9 million). The effective tax rate for the nine months was 25.3%. Management noted a preliminary position from German tax authorities that, when resolved, could materially affect future results; a provision has been recorded.

Axalta Coating Systems (AXTA) furnished its third‑quarter results, reporting financial performance for the quarter ended September 30, 2025, via a press release and earnings presentation posted on its website. The press release was furnished as Exhibit 99.

Axalta also executed Amendment No. 17 to its long‑standing Credit Agreement, which permits the use of borrowings under that facility to fund repurchases of its common shares, subject to the conditions set forth therein. The amendment was filed as Exhibit 10.1.