Axalta Q3 2026 earnings fall $15M to $95M

Free cash flow increased 3% to $92 million, inclusive of approximately $21 million of incremental merger and acquisition-related cash costs.

Rhea-AI Filing Summary

Axalta Coating Systems Ltd. reported third-quarter 2026 net income of $95 million, down $15 million year over year, with a net income margin of 7.2%. The decline was primarily driven by $14 million in incremental merger and acquisition-related expenses. Adjusted net income, which excludes those expenses, decreased 6% to $136 million; lower Performance Coatings volumes and higher raw material and freight costs were partly offset by reduced operating expenses, favorable price mix and lower interest expense. Diluted EPS was $0.44 versus $0.51 in the prior-year period.

Cash provided by operating activities was $135 million, in line with the prior-year period. Free cash flow increased 3% to $92 million, inclusive of approximately $21 million of incremental merger and acquisition-related cash costs during the quarter. Axalta said it remained confident in the value-creation opportunity associated with its proposed combination with AkzoNobel.

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Negative

• Moderate pointNet income fell $15 million; adjusted net income declined 6% to $136 million.

Filing Explained

Shareholder approval is complete, but the proposed merger and contemplated AkzoNobel share allotment are not reported as completed.

Axalta reports that shareholders of both companies approved all transaction-related resolutions on August 5, 2026, but describes the merger as pending; shareholder approval has not completed the deal.

The filing says Axalta’s proxy statement also serves as a prospectus for shares AkzoNobel would allot in the proposed transaction, and lists failure of a closing condition and termination as possible risks.

Key Figures

Net income: $95 million Incremental merger and acquisition-related expenses: $14 million Adjusted net income: $136 million +5 more

8 metrics

Net income $95 million Q3 2026; decreased $15 million year over year

Incremental merger and acquisition-related expenses $14 million Q3 2026; primarily drove the net income decrease

Adjusted net income $136 million Q3 2026

Adjusted net income year-over-year change 6% decrease Q3 2026

Diluted EPS $0.44 versus $0.51 Q3 2026 versus the prior-year period

Cash provided by operating activities $135 million Q3 2026; in line with the prior-year period

Free cash flow $92 million Q3 2026; increased 3% year over year

Incremental merger and acquisition-related cash costs Approximately $21 million Incurred during Q3 2026

Key Terms

net income margin, adjusted net income, diluted EPS, free cash flow

4 terms

net income margin financial

"resulting in a net income margin of 7.2%"

Net income margin measures the portion of a company’s sales that remains as profit after paying all costs, interest, and taxes, expressed as a percentage of revenue. It matters to investors because it shows how much profit a business keeps from each dollar of sales—like the slice of a pie left after all the bills are paid—helping compare profitability across companies and track whether management is improving efficiency or facing pressure on margins.

adjusted net income financial

"Adjusted net income, which excludes merger and acquisition-related expenses"

Adjusted net income is a company's reported profit after removing unusual, one-time, or non-operational items so the number reflects the business’s regular earning power. Investors use it like a cleaned-up scorecard — similar to judging a player’s season performance without a few fluke games — to compare companies or assess trends without being misled by rare gains or losses that won’t affect future cash flow.

diluted EPS financial

"Diluted EPS was $0.44 compared to $0.51"

Diluted earnings per share (EPS) shows how much profit a company makes for each share of stock, assuming all possible shares from stock options or convertible securities are used. It provides a more conservative estimate than basic EPS, accounting for potential share increases that could dilute ownership. Investors use diluted EPS to get a clearer picture of a company's true profitability on a per-share basis.

free cash flow financial

"free cash flow increased 3% year over year to $92 million"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did AXTA's adjusted net income decline in Q3 2026?

Axalta attributed its 6% year-over-year adjusted net income decrease to lower volumes in Performance Coatings and higher raw material and freight costs. Reduced operating expenses, favorable price mix and lower interest expense partly offset those factors. Adjusted net income was $136 million; the measure excludes merger and acquisition-related expenses.

What were AXTA's cash flow figures for Q3 2026?

Cash provided by operating activities was $135 million, in line with the prior-year period. Free cash flow increased 3% year over year to $92 million, inclusive of approximately $21 million of incremental merger and acquisition-related cash costs incurred during the quarter.

Did AXTA shareholders approve the AkzoNobel transaction?

At Axalta's Special General Meeting and AkzoNobel's Extraordinary General Meeting on August 5, 2026, shareholders voted in favor of all resolutions related to the proposed transaction.

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

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Available on EDGAR 10/29/2026 - 06:23 PM EDT Accepted by SEC EDGAR 10/29/2026 - 05:16 PM EDT Learn about SEC filing dates

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: October 29, 2026

The following excerpt of Axalta’s Q3 2026 earnings release is being filed in connection with the pending merger of equals transaction between Axalta Coating Systems Ltd. and Akzo Nobel N.V.:

Third Quarter 2026 Highlights

As we look ahead, we remain focused on disciplined execution and are confident in the significant value creation opportunity associated with our proposed combination with AkzoNobel.

Third Quarter 2026 Consolidated Financial Results

Net income decreased by $15 million year over year to $95 million resulting in a net income margin of 7.2%. The decrease was primarily driven by an incremental $14 million in merger and acquisition-related expenses in the current-year period. Adjusted net income, which excludes merger and acquisition-related expenses, decreased 6% year over year to $136 million driven by lower volumes in Performance Coatings and higher raw material and freight costs, partially offset by reduced operating expenses, favorable price mix and lower interest expense.

Diluted EPS was $0.44 compared to $0.51 in the prior-year period, reflecting lower volumes in Performance Coatings and higher merger and acquisition-related expenses.

Cash provided by operating activities was $135 million, in line with the prior-year period, and free cash flow increased 3% year over year to $92 million, inclusive of approximately $21 million of incremental merger and acquisition-related cash costs incurred during the quarter.

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 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 (i) persons who are outside the United Kingdom, (ii) 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 (as amended, the “Order”), (iii) persons falling within Article 49(2)(a) to (d) of the Order, or (iv) 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 and persons who are not Relevant 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 Relevant 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. On August 5, 2026, shareholders at the Extraordinary General Meeting of AkzoNobel and Special General Meeting of Axalta, respectively, voted in favor of all resolutions related to the proposed transaction. 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 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.

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.