Welcome to our dedicated page for Axalta Coating Sys SEC filings (Ticker: AXTA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Axalta Coating Systems Ltd. filings document the regulatory record for a Bermuda-incorporated global coatings company listed under AXTA. The company’s 8-K disclosures cover quarterly and annual operating results, earnings call materials, material definitive agreements, capital-structure matters, credit agreement amendments related to common-share repurchases, and executive compensation arrangements.
Proxy and governance filings describe shareholder voting matters, board oversight, compensation, and capital-structure items. The filings frame these disclosures around Axalta’s coatings operations, including Performance Coatings and Mobility Coatings activities serving refinish, industrial, light vehicle, and commercial vehicle markets.
Axalta Coating Systems Ltd. held its 2026 Annual General Meeting of Members on June 3, 2026. Members elected nine directors to terms expiring at the 2027 AGM, with each nominee receiving over 168 million votes in favor and substantial support across the slate.
Members also approved the appointment of PricewaterhouseCoopers LLP as Axalta’s independent registered public accounting firm and auditor until the conclusion of the 2027 AGM, with 178,516,805 votes for and 4,352,198 against. In addition, Axalta’s 2025 “Say on Pay” advisory vote on named executive officer compensation was approved, receiving 175,746,487 votes for and 2,013,619 against, alongside broker non-votes and abstentions.
Akzo Nobel N.V. issued a public announcement on June 3, 2026 confirming that Nippon Paint and Sherwin-Williams are no longer pursuing a public offer for AkzoNobel. Both AkzoNobel Boards continue to unanimously recommend the previously announced merger of equals with Axalta, referencing the joint press release of November 18, 2025.
The release notes that AkzoNobel filed a registration statement on May 28, 2026 (Form F-4) with the SEC in connection with the proposed transaction and that further updates will be provided as appropriate. The announcement is made pursuant to section 17(1) of the European Market Abuse Regulation (596/2014).
Axalta Coating Systems Ltd. entered into Amendment No. 1 to the Merger Agreement with AkzoNobel on May 27, 2026. The Amendment adds a second Bermuda subsidiary (AkzoNobel Sub 2), implements a Second Merger that will merge the Surviving Company into AkzoNobel Sub 2, and adjusts governance mechanics for the combined MergeCo. The Amendment requires AkzoNobel Sub 2 to be disregarded for U.S. federal income tax purposes on IRS Form 8832 and states the parties’ Intended Tax Treatment that the transactions be treated as a single Section 368(a) reorganization. The Amendment confirms the Original Merger Agreement remains in force except as modified and is attached as Exhibit 2.1.
Axalta Coating Systems Ltd. entered into Amendment No. 1 to its merger agreement with Akzo Nobel N.V., refining the structure of their planned combination. The amendment adds a second Bermuda subsidiary of AkzoNobel as a parent to the original merger sub and introduces a second merger in which the initial surviving company will merge into this new holding entity, which will then be a direct wholly owned subsidiary of AkzoNobel. The companies state these changes are intended to optimize tax integration between Axalta and AkzoNobel and do not change the tax consequences for Axalta shareholders. The amendment also clarifies how jointly nominated independent directors will be temporarily appointed or nominated to the post-closing MergeCo board. A Form F-4 registration statement including a proxy statement/prospectus has been filed, and Axalta plans to mail definitive materials to shareholders once the registration is effective.
Axalta announced that Axalta and AkzoNobel plan to publicly file a combined registration statement/proxy statement on May 27, 2026 related to their proposed merger of equals. The filing is described as a normal step and will enable shareholder votes in the back half of July.
The companies will remain separate until the transaction closes, which is expected in late 2026 to early 2027, subject to shareholder and regulatory approvals. The letter confirms no changes to employee roles today and notes AkzoNobel boards rejected unsolicited breakup bids.
AkzoNobel issued a public media release on May 27, 2026 confirming it will file an SEC Form F-4 describing its proposed merger with Axalta and announcing that it rejected a conditional, non-binding cash proposal from Nippon Paint and Sherwin‑Williams.
The Boards concluded the April 29, 2026 indicative cash price of EUR 73.00 per share did not qualify as a "Superior Proposal" under the merger agreement, cited deal certainty and regulatory/separation risks, and continue to recommend the merger of equals with Axalta. Further announcements will be made if and when appropriate.
AkzoNobel and Axalta are pursuing an all‑stock merger of equals to form a U.S.-listed NewCo. The joint presentation outlines a tailored remuneration framework to harmonize European governance and U.S. market practices, support integration priorities (synergies, cash generation) and secure leadership continuity during the transition.
The document previews a proposed NewCo board with 2 Executive Directors and 9 Non‑Executive Directors, mutual nomination of independent directors, and a planned U.S. NYSE listing. A Form F-4 registration/proxy statement and a prospectus are expected to be filed with the SEC.
Axalta and AkzoNobel have published a May 2026 stakeholder presentation outlining the proposed merger-of-equals and a draft remuneration framework for the combined US‑listed "NewCo". The presentation describes a unified one‑tier Board combining executives and non‑executives from both legacy companies, a largely continuity‑based initial Board with mutually nominated independent directors, and an Executive leadership split with CEO and CFO roles drawn from the legacy firms.
The peer group and pay benchmarking place NewCo at an estimated €15bn market cap (above a €12.5bn peer median), forecast revenue of €15.6bn, and 46,551 employees. The draft remuneration approach prioritizes early integration and synergy delivery (initial incentive weighting toward EBITDA, free cash flow and synergies) while transitioning over time toward organic growth and long‑term metrics (PSUs with TSR multipliers). The document discloses governance cost synergies of ~28% and sets illustrative CEO/CFO base pay and incentive positioning versus median benchmarks.
Axalta Coating Systems Ltd reported that Barrow Hanley Global Investors beneficially owned 18,261,518 shares of common stock, representing 8.56% of the class as of 03/31/2026. The filing shows sole dispositive power over all 18,261,518 shares and a mix of sole and shared voting power.
Artisan Partners reports beneficial ownership of 28,796,203 common shares of Axalta Coating Systems Ltd., representing 13.5% of the class. The filing states this percentage is based on 213,373,942 shares outstanding as of 02/06/2026.
The shares are held across related Artisan entities with 27,735,706 shares of shared voting power and 28,796,203 shares of shared dispositive power. The filing specifies 14,603,175 shares are held on behalf of Artisan Funds and that the shares were acquired on behalf of discretionary clients of Artisan Partners Limited Partnership.