Axalta (NYSE: AXTA) details Q2 2026 results and $600M AkzoNobel synergy plan
Rhea-AI Filing Summary
Axalta Coating Systems Ltd. reports Q2 2026 net sales of $1,346 million, up 3% from Q2 2025. Net income was $89 million, down 19%, reflecting an incremental $31 million of merger and acquisition costs primarily tied to the proposed merger with AkzoNobel.
Adjusted EBITDA rose to $305 million, up 5% with a 22.7% margin, and adjusted diluted EPS increased 13% to $0.72. Operating cash flow was $152 million and free cash flow $107 million, both improving year over year. Management cites foreign currency translation, acquisitions and positive price/mix, partially offset by lower volumes, as key drivers.
Axalta and AkzoNobel target completion of their merger of equals in late 2026–early 2027, contingent on regulatory approvals and shareholder votes on August 5, 2026. The combination is expected to deliver approximately $600 million in identified pre-tax run-rate cost synergies, with about 90% captured within three years post-close and a targeted 100–200 bps revenue synergy uplift above the industry.
Positive
- ~$600M pre-tax run-rate cost synergies identified from the Axalta–AkzoNobel merger, with about 90% expected within three years post-close and an additional targeted 100–200 bps revenue synergy uplift above the industry.
- Adjusted performance improved: Q2 2026 adjusted EBITDA increased to $305M (up 5%) and adjusted diluted EPS to $0.72 (up 13%), alongside stronger operating and free cash flow.
Negative
- GAAP profitability declined: Q2 2026 net income fell to $89M, down 19%, and diluted EPS decreased 18% to $0.41, impacted by an incremental $31M of merger and acquisition related costs.
- Merger execution and approval risks are highlighted, including potential failure to satisfy closing conditions, regulatory delays or conditions, integration challenges, business disruptions and adverse market or legal developments.
Filing Explained
The merger remains pending: registration and proxy steps are complete, but regulatory approval and the August 5 vote still precede closing.
This Form 425 is an investor communication about the proposed Axalta-AkzoNobel merger, not the merger’s completion; the filing says the registration statement was effective on
The communication is informational: it is not a solicitation of votes or an offer to buy or sell securities, and it directs readers to the proxy statement/prospectus for transaction information.
Regulatory clearance is still listed as ongoing, while integration planning, revenue-synergy work, the operating model and management-team announcement are listed as post-vote steps; the disclosed synergy figures therefore remain targets rather than completed results.
Key Figures
Key Terms
merger of equals financial
Form F-4 regulatory
proxy statement/prospectus regulatory
cost synergies financial
revenue synergy uplift financial
run-rate financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How did Axalta (AXTA) perform financially in Q2 2026 versus Q2 2025?
What are the key earnings drivers for Axalta (AXTA) in Q2 2026?
How did Axalta’s cash flow metrics change in Q2 2026?
What is the status and expected timing of the Axalta–AkzoNobel merger?
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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 a presentation made to investors is being filed in connection with the proposed merger of equals transaction between Axalta Coating Systems Ltd. and Akzo Nobel N. V.:
Net Sales Variance ($ in millions, except per share data) Q2 2026 Q2 2025 Change Net Sales $1,346 $1,305 3% Net Income $89(1) $110 (19)% Adjusted EBITDA $305 $292 5% % margin 22.7% 22.4% 30 bps Diluted EPS $0.41 $0.50 (18)% Adjusted Diluted EPS $0.72 $0.64 13% Operating Cash Flow $152 $142 7% Free Cash Flow $107 $101 6% Financial Results Net sales increase was driven by foreign currency translation, acquisitions and positive price mix partially offset by lower volumes Adjusted EBITDA increased $13 million primarily due to lower operating and variable expenses, positive price mix and foreign currency translation Cash provided by operating activities improved $10 million driven by improved working capital and reduced interest payments Second Quarter 2026 Consolidated Results ($ in millions) (0.8)% 0.4% Q2 2025 Volume Price/Mix M&A F/X Q2 2026 +0.9% +2.6% +3.1% Includes an incremental $31 million of merger and acquisition related costs primarily associated with the Proposed Merger with AkzoNobel
F-4 EFFECTIVE / PROXY FILED June 24, 2026 MERGER ANNOUNCED November 18, 2025 Axalta + AkzoNobel: Timeline and Milestones ESTIMATED COMPLETION: Late 2026 – Early 2027 Contingent upon regulatory approvals SHAREHOLDER VOTES August 5, 2026 Axalta SGM • AkzoNobel EGM REGULATORY CLEARANCE (ongoing) Creating a Premier Global Coatings Company ✓ ✓ POST VOTE ROADMAP Accelerate integration planning to drive cost synergies Complete revenue synergy work with clean teams Announce operating model Unveil management team SUBSTANTIAL OPPORTUNITY DRIVING VALUE CREATION ~$600M Identified pre-tax run-rate cost synergies ~90% Expected synergy capture within first three years post-close 100-200 bps Targeted revenue synergy uplift above industry NYSE Solely Listed (1) After approximately 12 months of dual listing
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.