Axalta (NYSE: AXTA) posts record Q2 adjusted results amid AkzoNobel merger vote

Rhea-AI Filing Summary

Axalta Coating Systems Ltd. reports mixed Q2 2026 results while progressing its proposed merger of equals with Akzo Nobel N.V. Reported net income fell by $21 million year over year to $89 million, yielding a 6.6% net margin, largely due to an additional $31 million of merger and acquisition costs.

Excluding these expenses, performance improved: adjusted net income rose 10% to $153 million, and adjusted EBITDA increased 5% to a record $305 million, with a 22.7% margin, up 30 basis points. Diluted EPS declined from $0.50 to $0.41, while adjusted diluted EPS reached a record $0.72, up 13%, supported by higher sales conversion and lower interest expense.

Operating cash flow was $152 million, up 7%, and free cash flow was $107 million, up $6 million year over year even after merger-related headwinds. Management highlights an August 5 Special General Meeting where Axalta shareholders are asked to approve the proposed merger, described as creating a premier global coatings company with value creation opportunities.

Positive

• Adjusted performance and cash generation improved: adjusted net income rose 10% to $153 million, adjusted EBITDA hit a record $305 million with a 22.7% margin, and operating cash flow increased 7% to $152 million despite merger-related costs.

Negative

• Reported profitability declined on merger costs: net income dropped by $21 million to $89 million and diluted EPS fell from $0.50 to $0.41 due to an additional $31 million of merger and acquisition expenses.

Filing Explained

Registration is effective and proxy materials are mailed, but Axalta’s proposed merger still awaits the August 5 shareholder vote.

The filing states that AkzoNobel’s registration statement became effective on June 23, 2026 and that Axalta’s definitive proxy statement was filed and mailed, but the proposed combination remains pending the Axalta shareholder vote scheduled for August 5, 2026.

The communication is informational: it says it is not a proxy solicitation, prospectus, or offer or sale of securities. The voting and proposed transaction terms therefore remain in the definitive proxy statement/prospectus rather than being completed by this filing.

Key Figures

Net income: $89 million Net income margin: 6.6% Adjusted net income: $153 million +5 more

8 metrics

Net income $89 million Q2 2026 net income; decreased by $21 million year over year

Net income margin 6.6% Q2 2026 reported net income margin

Adjusted net income $153 million Q2 2026; 10% increase year over year excluding merger costs

Adjusted EBITDA $305 million Q2 2026 record; 22.7% margin, up 30 basis points year over year

Diluted EPS $0.41 Q2 2026 diluted EPS, down from $0.50 prior-year period

Adjusted diluted EPS $0.72 Q2 2026 record adjusted diluted EPS; 13% increase year over year

Operating cash flow $152 million Cash provided by operating activities in Q2 2026; up 7% year over year

Free cash flow $107 million Q2 2026 free cash flow; $6 million increase year over year

Key Terms

Adjusted EBITDA, free cash flow, merger of equals, proxy statement/prospectus, +1 more

5 terms

Adjusted EBITDA financial

"Adjusted EBITDA increased 5% year over year to $305 million, a quarterly record"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

free cash flow financial

"Free cash flow was $107 million, an increase of $6 million year over year"

Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.

merger of equals financial

"proposed merger of equals transaction between Axalta Coating Systems Ltd. and Akzo Nobel N.V."

A merger of equals is when two companies of similar size and value combine into a single business with shared ownership and leadership, rather than one company buying the other. Investors care because it reshuffles who owns and controls the combined company, aims to cut duplicate costs and strengthen market position, but also brings integration risks that can affect future profits and each company’s stock value.

proxy statement/prospectus regulatory

"a proxy statement of Axalta that also constitutes a prospectus with respect to the shares"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

forward-looking statements regulatory

"This communication contains forward-looking statements as that term is defined in Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/28/2026 - 06:35 PM Accepted by SEC EDGAR 07/28/2026 - 05:19 PM Learn about SEC filing dates

FAQ

How did Axalta (AXTA) perform financially in Q2 2026 on a reported basis?

Axalta reported net income of $89 million in Q2 2026, down $21 million year over year, resulting in a 6.6% net income margin, primarily due to higher merger and acquisition-related costs.

What were Axalta’s (AXTA) key adjusted earnings metrics for Q2 2026?

Axalta’s adjusted net income increased 10% year over year to $153 million. Adjusted EBITDA rose 5% to a record $305 million, yielding a 22.7% margin, 30 basis points higher than the prior-year quarter.

How did Axalta’s (AXTA) Q2 2026 EPS and adjusted EPS change year over year?

Diluted EPS declined to $0.41 from $0.50, reflecting higher merger and acquisition costs. Adjusted diluted EPS reached a record $0.72, a 13% year-over-year increase driven by higher sales conversion and lower interest expense.

What were Axalta’s (AXTA) Q2 2026 cash flow and free cash flow figures?

Cash provided by operating activities was $152 million, up 7% year over year. Free cash flow totaled $107 million, an increase of $6 million despite a headwind from merger-related costs.

What is the status of the Axalta (AXTA) and AkzoNobel merger of equals?

Axalta plans a Special General Meeting on August 5 for shareholders to approve the proposed merger of equals with AkzoNobel. Management describes the combination as creating a premier global coatings company with value creation opportunities.

Where can Axalta (AXTA) investors find the proxy statement and prospectus for the AkzoNobel merger?

Investors can access the proxy statement/prospectus and related documents free of charge on the SEC’s website (www.sec.gov), Axalta’s investor relations site, and AkzoNobel’s investor relations site, as referenced in the communication.

Filed by Axalta Coating Systems Ltd.

Pursuant to Rule 425 under the Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended

Subject Company: Axalta Coating Systems Ltd.

(Commission File No.: 001-36733)

Date: July 28, 2026

The following excerpt of Axalta’s Q2 2026 earnings release is being filed in connection with the proposed merger of equals transaction between Axalta Coating Systems Ltd. and Akzo Nobel N.V.:

Second Quarter 2026 Consolidated Financial Results

Net income decreased by $21 million year over year to $89 million resulting in a net income margin of 6.6%. The decrease was primarily driven by an incremental $31 million in merger and acquisition related costs. Adjusted net income, which excludes merger and acquisition related expenses, increased 10% year over year to $153 million driven by reduced operating expenses and lower interest expense.

Adjusted EBITDA increased 5% year over year to $305 million, a quarterly record resulting in an Adjusted EBITDA margin of 22.7%, up 30 basis points from the prior year period. Diluted EPS declined to $0.41 from $0.50 in the prior year period due to higher merger and acquisition costs. Adjusted Diluted EPS was $0.72, a record quarter and an increase of 13% from last year driven primarily by strong conversion on higher sales and lower interest expense.

Cash provided by operating activities was $152 million, an increase of 7% year over year primarily driven by improved working capital and lower interest payments. Free cash flow was $107 million, an increase of $6 million year over year, inclusive of the headwind from merger-related costs.

Discussion of Segment Results

“We look forward to Axalta’s Special General Meeting on August 5 to approve the compelling merger of equals with AkzoNobel. This strategic combination creates a premier global coatings company and provides significant value creation opportunities for Axalta shareholders” said Chris Villavarayan, Chief Executive Officer and President of Axalta.

General restrictions

This communication is not for release, publication, or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication, or distribution would be unlawful.

This communication is not a prospectus and the information in this communication is not intended to be complete. This communication is for informational purposes only and is not intended to be and shall not constitute a solicitation of any vote or approval, or an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities, or an invitation or recommendation to subscribe for, acquire or buy securities of AkzoNobel or Axalta or any other financial products or securities, in any place or jurisdiction, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

Any decision to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities must be made only on the basis of the information contained in and incorporated by reference into the prospectus with respect to the shares to be allotted by AkzoNobel in the proposed transaction, which was published on June 24, 2026.

The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, AkzoNobel and Axalta disclaim any responsibility or liability for the violation of any such restrictions by any person. Neither AkzoNobel, nor Axalta, nor any of their advisors assume any responsibility for any violation by any person of any of these restrictions. Shareholders of AkzoNobel and Axalta, respectively, with any doubt as to their position should consult an appropriate professional advisor without delay.

This communication is addressed to and directed only at, persons who are outside the United Kingdom or, in the United Kingdom, at persons who are: (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) persons falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it may otherwise lawfully be communicated pursuant to the Order (all such persons together being referred to as, “Relevant Persons”). This communication is directed only at Relevant Persons. Other persons should not act or rely on this communication or any of its contents. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with such persons. Solicitations resulting from this communication will only be responded to if the person concerned is a Relevant Person.

Additional Information and Where to Find It

In connection with the proposed transaction between AkzoNobel and Axalta, AkzoNobel filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 on May 27, 2026, as amended on June 18, 2026, which included a proxy statement of Axalta that also constitutes a prospectus with respect to the shares to be offered by AkzoNobel in the proposed transaction. The registration statement was declared effective by the SEC on June 23, 2026. In connection with the proposed transaction, on June 24, 2026, Axalta filed with the SEC a definitive proxy statement and, on or about June 24, 2026, Axalta commenced mailing the definitive proxy statement to its holders of record as of June 11, 2026. Each of AkzoNobel and Axalta will also file other relevant documents in connection with the proposed transaction. This communication is not a substitute for any registration statement, proxy statement/prospectus or other documents AkzoNobel and/or Axalta may file with the SEC or any other competent regulator in connection with the proposed transaction. This communication does not contain all the information that should be considered concerning the proposed transaction and is not intended to form the basis of any investment decision or any other decision in respect of the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF AKZONOBEL AND AXALTA ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS, AS APPLICABLE, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT AKZONOBEL, AXALTA, THE PROPOSED TRANSACTION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other relevant documents filed by AkzoNobel and Axalta with the SEC are available free of charge at the SEC’s website at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC from Axalta’s investor relations webpage at https://ir.axalta.com/sec-filings/all-sec-filings or from AkzoNobel’s investor relations webpage at https://www.akzonobel.com/en/investors/all-sec-filings.

The contents of this communication should not be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own professional advisors for any such matter and advice.

Participants in the Solicitation

This communication is not a solicitation of proxies in connection with the proposed transaction. However, under SEC rules, AkzoNobel, Axalta and certain of their respective directors and executive officers and other members of their respective management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed transaction, including a description of their direct or indirect interests in the proposed transaction, by security holdings or otherwise, is set forth in the definitive proxy statement/prospectus relating to the proposed transaction, which was filed with the SEC on June 24, 2026. Information about AkzoNobel’s supervisory board members and members of the board of management is set forth in AkzoNobel’s latest annual report, as filed with the AFM, the Dutch trade register and on its website at https://www.akzonobel.com/en/investors/results-center, and as updated from time to time via filings made by AkzoNobel with the AFM. Additional information regarding the interests of persons who may, under the rules of the SEC, be deemed participants in the solicitation of Axalta security holders in connection with the proposed transaction, which may, in some cases, be different than those of Axalta’s shareholders generally, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant materials when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

Cautionary Statement Concerning Forward-Looking Statements

This communication contains forward-looking statements as that term is defined in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, regarding, among other things, statements about management’s expectations of AkzoNobel’s and Axalta’s future operating and financial performance, product development, market position, and business strategy. Such forward-looking statements can sometimes be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “potential,” “seeks,” “aims,” “projects,” “predicts,” “is optimistic,” “intends,” “plans,” “estimates,” “targets,” “anticipates,” “continues” or other comparable terms or negatives of these terms, but not all forward-looking statements include such identifying words. You are cautioned not to rely on these forward-looking statements. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. We can give no assurance that such plans, estimates or expectations will be achieved and therefore, actual results may differ materially from any plans, estimates or expectations in such forward-looking statements. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include: a condition to the closing of the proposed transaction may not be satisfied; the occurrence of any event that can give rise to termination of the proposed transaction; a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated; AkzoNobel and Axalta are unable to achieve the synergies and value creation contemplated by the proposed transaction; AkzoNobel and Axalta are unable to promptly and effectively integrate their businesses; management’s time and attention is diverted on transaction related issues; the possibility that competing offers or acquisition proposals may be made; disruption from the proposed transaction makes it more difficult to maintain business, contractual and operational relationships; the credit ratings of AkzoNobel or Axalta decline following the proposed transaction; legal proceedings are instituted against AkzoNobel or Axalta, including resulting expense or delay; AkzoNobel or Axalta is unable to retain or hire key personnel; the communication or the consummation of the proposed acquisition has a negative effect on the market price of the capital stock of AkzoNobel or Axalta or on AkzoNobel’s or Axalta’s operating results; evolving legal, regulatory and tax regimes; changes in economic, financial, political and regulatory conditions, in the Netherlands, the United States and elsewhere, and other factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, pandemics (e.g., the coronavirus (COVID-19) pandemic), geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes associated with the current or subsequent United States or Netherlands administration; the ability of AkzoNobel or Axalta to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions; the impact of public health crises, such as pandemics and epidemics and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets, including any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down or similar actions and policies; actions by third parties, including government agencies; the risk that disruptions from the proposed transaction will harm AkzoNobel’s or Axalta’s business, including current plans and operations and/or divert management’s attention from AkzoNobel’s or Axalta’s ongoing business operations; certain restrictions during the pendency of the acquisition that may impact AkzoNobel’s or Axalta’s ability to pursue certain business opportunities or strategic transactions; AkzoNobel’s or Axalta’s ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; the risks and uncertainties discussed in AkzoNobel’s latest annual report as filed with the AFM, the Dutch trade register and on its website at https://www.akzonobel.com/en/investors/results-center; and the risks and uncertainties discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in Axalta’s reports filed with the SEC. These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the proxy statement/prospectus. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this communication. Except as required by law, neither AkzoNobel nor Axalta assumes any obligation to update or revise the information contained herein, which speaks only as of the date hereof.