Axalta outlines merger-related SEC filings and risks

Axalta Coating Systems Ltd. and Akzo Nobel N.V. reference a proposed merger of equals and describe related U.S. securities-law communications.

Rhea-AI Filing Summary

Axalta Coating Systems Ltd. and Akzo Nobel N.V. reference a proposed merger of equals and describe related U.S. securities-law communications. AkzoNobel filed a Form F-4 registration statement with the SEC on May 27, 2026, amended on June 18, 2026; it was declared effective on June 23, 2026. On June 24, 2026, Axalta filed and began mailing a definitive proxy statement to holders of record as of June 11, 2026. The text emphasizes that this communication is not a prospectus or an offer to buy or sell securities, directs investors to review the proxy statement/prospectus and related SEC filings in full, limits its audience in the United Kingdom to specified “Relevant Persons,” and includes extensive forward-looking statement and risk-factor cautions regarding the proposed transaction and broader market, regulatory and operational uncertainties.

Key Figures

Form F-4 initial filing date: May 27, 2026 Form F-4 amendment date: June 18, 2026 Form F-4 effectiveness date: June 23, 2026 +2 more

5 metrics

Form F-4 initial filing date May 27, 2026 AkzoNobel filed a registration statement on Form F-4 with the SEC

Form F-4 amendment date June 18, 2026 The Form F-4 registration statement was amended on this date

Form F-4 effectiveness date June 23, 2026 The registration statement was declared effective by the SEC

Definitive proxy statement filing date June 24, 2026 Axalta filed a definitive proxy statement for the proposed transaction

Record date for Axalta shareholders June 11, 2026 Holders of record as of this date received the definitive proxy statement

Key Terms

merger of equals, Form F-4, proxy statement/prospectus, Relevant Persons, +1 more

5 terms

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.

Form F-4 regulatory

"AkzoNobel filed with the U.S. Securities and Exchange Commission a registration statement on Form F-4"

Form F-4 is an official filing with the U.S. Securities and Exchange Commission used by non-U.S. companies when they offer securities in connection with mergers, acquisitions, exchange offers or similar transactions. It acts like a detailed product label or instruction manual that explains the deal, the securities being offered, financials, risks and voting requirements, and it matters to investors because it provides the essential facts needed to evaluate how the transaction could affect ownership, value and future returns.

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.

Relevant Persons regulatory

"all such persons together being referred to as, “Relevant Persons”"

Relevant persons are the people or linked entities whose roles, holdings or relationships with a company can affect, or be affected by, corporate decisions — for example executives, board members, major shareholders and their close associates. Knowing who these people are helps investors spot possible conflicts of interest, insider activity or concentrated control; think of them as the key players on and off the field who can sway a company’s outcomes.

forward-looking statements financial

"This communication contains forward-looking statements as that term is defined"

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.

FAQ

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

What transaction involving AXTA is discussed in this communication?

The communication relates to a proposed merger of equals between Axalta Coating Systems Ltd. and Akzo Nobel N.V. It describes related SEC filings and legal disclaimers but does not itself set out full transaction terms or consideration details.

What SEC filings have AkzoNobel and Axalta (AXTA) made for the merger?

AkzoNobel filed a Form F-4 registration statement on May 27, 2026, amended June 18, 2026, declared effective June 23, 2026. Axalta filed a definitive proxy statement on June 24, 2026 and began mailing it to holders of record as of June 11, 2026.

Where can AXTA investors access the proxy statement and prospectus?

Investors can obtain the proxy statement/prospectus and related documents free of charge at www.sec.gov, on Axalta’s investor relations site at https://ir.axalta.com/sec-filings/all-sec-filings, and on AkzoNobel’s investor relations filings page.

Does this AXTA communication constitute an offer to buy or sell securities?

No. The text states it is not a prospectus and does not constitute an offer to buy or sell any securities. Any offer of AkzoNobel shares in the transaction will be made only by means of a prospectus meeting U.S. Securities Act requirements.

Who is the intended audience in the United Kingdom for this AXTA-related communication?

In the UK, the communication is directed only to “Relevant Persons”, including investment professionals under Article 19(5) and high net worth entities under Article 49(2)(a)-(d) of the Financial Promotion Order; others should not act on it.

What risks and uncertainties around the AXTA–AkzoNobel merger are highlighted?

The forward-looking statements section lists risks such as failure to satisfy closing conditions, possible regulatory delays or conditions, inability to achieve synergies or integration, potential legal proceedings, credit-rating impacts, and broader economic, geopolitical, and pandemic-related uncertainties.

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

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Available on EDGAR 08/05/2026 - 05:31 PM Accepted by SEC EDGAR 08/05/2026 - 05:12 PM 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: August 5, 2026

The following LinkedIn posts are being filed in connection with the proposed merger of equals transaction between Axalta Coating Systems Ltd. and Akzo Nobel N.V.:

LinkedIn Post

CEO LinkedIn Post

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, 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 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.