Axalta (AXTA) details executive cash retention bonuses for AkzoNobel merger

Rhea-AI Filing Summary

Axalta Coating Systems Ltd. reports that its Compensation Committee approved cash retention bonuses for three senior executives in connection with the previously disclosed all-stock merger of equals with Akzo Nobel N.V.. The bonuses are $1,360,009 for Senior Vice President and Chief Financial Officer Carl D. Anderson II, $1,040,130 for Hadi H. Awada, President, Global Mobility Coatings, and $1,084,837 for Troy D. Weaver, President, Global Refinish.

Each retention bonus will vest and be paid in full on the date that is six months after the closing of the merger, as long as the executive remains employed through that date. The arrangements also describe how full or prorated bonuses may be paid if employment ends without cause, for good reason, or due to death or disability, in each case contingent on the merger closing where specified. Payment is conditioned on compliance with restrictive covenants and, in certain termination cases, a general release of claims.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) December 15, 2025

AXALTA COATING SYSTEMS LTD.

(Exact name of registrant as specified in its charter)

Bermuda			001-36733			98-1073028
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1050 Constitution Avenue, Philadelphia, Pennsylvania 19112

(Address of principal executive offices)    (Zip Code)

(855) 547-1461

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Common Shares, $1.00 par value

AXTA

New York Stock Exchange

(Title of class)

(Trading symbol)

(Exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously disclosed, on November 18, 2025, Axalta Coating Systems Ltd., an exempted company incorporated under the laws of Bermuda (“Axalta” or the “Company”), entered into a Merger Agreement (the “Merger Agreement”) with Akzo Nobel N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (“AkzoNobel”). The Merger Agreement provides for, among other things, the combination of Axalta and AkzoNobel in an all-stock merger of equals upon the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”).

On December 15, 2025, in connection with the Merger, the Compensation Committee of the Board of Directors of the Company approved cash retention bonuses for certain employees of the Company, including for the following named executive officers, in the amounts set forth after each executive's name and title: Carl D. Anderson II, Senior Vice President and Chief Financial Officer ($1,360,009); Hadi H. Awada, President, Global Mobility Coatings ($1,040,130); and Troy D. Weaver, President, Global Refinish ($1,084,837).

The retention bonuses were each granted pursuant to a retention bonus letter agreement (each, a “Retention Agreement”) and will vest and be payable in full on the date that is six months following the closing of the Merger (the “Closing Date”), subject to the applicable executive’s continued employment through such date. In the event the applicable executive’s employment is (A) terminated without cause or due to death or disability prior to the Closing Date, the executive (or such executive’s heirs, as applicable) will be eligible to receive, contingent on the closing of the Merger, a prorated retention bonus in the case of a termination without cause or the full retention bonus in the case of termination due to death or disability, in each case, as of the Closing Date or (B) terminated without cause, for good reason or due to death or disability on or following the Closing Date, the executive (or such executive’s heirs, as applicable) will be eligible to receive the full retention bonus as of such termination. Payment of the retention bonus will be subject to the executive’s continued compliance with applicable restrictive covenants and, if such payment is in connection with a termination of employment without cause, for good reason or due to disability, timely execution and non-revocation of a general release of claims.

The foregoing description of the Retention Agreements is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Retention Agreements, a form of which is attached as Exhibit 10.1 to this report and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

    (d) Exhibits

Exhibit No.						Description
10.1						Form of Retention Agreement
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						AXALTA COATING SYSTEMS LTD.
Date:			December 19, 2025			By:			/s/ Alex Tablin-Wolf
									Alex Tablin-Wolf
									Senior Vice President, General Counsel & Corporate Secretary

FAQ

What executive retention bonuses did Axalta (AXTA) approve related to the AkzoNobel merger?

Axalta approved cash retention bonuses for three executives tied to the planned merger with Akzo Nobel N.V.: $1,360,009 for CFO Carl D. Anderson II, $1,040,130 for Hadi H. Awada (President, Global Mobility Coatings), and $1,084,837 for Troy D. Weaver (President, Global Refinish).

When do the Axalta (AXTA) executive retention bonuses vest and get paid?

The retention bonuses will vest and be payable in full on the date that is six months after the closing date of the merger between Axalta and Akzo Nobel N.V., provided the executive is continuously employed through that date.

What happens to the Axalta (AXTA) retention bonuses if an executive is terminated before the merger closes?

If an executive is terminated without cause before closing, the executive is eligible, contingent on closing, for a prorated retention bonus as of the closing date. If employment ends due to death or disability before closing, the executive or heirs are eligible, contingent on closing, for the full retention bonus as of the closing date.

How are Axalta (AXTA) retention bonuses treated for terminations after the merger closing date?

If, on or after the closing date, an executive is terminated without cause, for good reason, or due to death or disability, the executive or heirs are eligible to receive the full retention bonus as of the termination date, subject to the conditions in the retention agreements.

Are there any conditions attached to payment of Axalta (AXTA) executive retention bonuses?

Payment of the retention bonuses is subject to the executive’s continued compliance with restrictive covenants. Where payment follows a termination without cause, for good reason, or due to disability, it also requires timely execution and non-revocation of a general release of claims.

Where can investors find the full terms of the Axalta (AXTA) retention agreements?

The full terms are set out in a form of Retention Agreement filed as Exhibit 10.1 to this report, which is incorporated by reference.