Every 8-K that Axalta Coating Sys Ltd (AXTA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow AXTA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full AXTA filings page.
Axalta Coating Systems Ltd. reported that shareholders approved an all-stock merger of equals with Akzo Nobel N.V. at a special general meeting on August 5, 2026. The Merger Proposal received 178,601,654 votes for, 55,032 against and 392,403 abstentions, representing approximately 83.45% of Axalta common shares entitled to vote and 99.97% of votes cast. As of the June 11, 2026 record date, 214,018,930 shares were entitled to vote, and a quorum of 179,049,089 shares was present.
Shareholders also approved a Bye-Laws Proposal (178,877,771 for, 63,465 against, 107,853 abstentions) and an Advisory Compensation Proposal (173,821,968 for, 5,088,318 against, 138,803 abstentions). AkzoNobel shareholders approved the merger at their Extraordinary General Meeting the same day. Completion of the merger remains subject to required regulatory approvals and other customary closing conditions, with closing expected in late 2026 to early 2027.
Company leaders describe the combined business as a premier global coatings company with broad capabilities, world-class innovation and a stronger platform for growth and value creation.
Axalta Coating Systems reported Q2 2026 net sales of $1.35 billion, up 3% year over year, driven by favorable foreign currency, contributions from acquisitions and positive price mix. Net income was $89 million, down from $110 million, as $31 million of additional merger and acquisition costs reduced GAAP earnings. Adjusted net income rose 10% to $153 million and Adjusted EBITDA reached a record $305 million with a 22.7% margin. Adjusted diluted EPS was a record $0.72, up 13%, while diluted EPS declined to $0.41.
Free cash flow was $107 million, up 6%, with cash from operations of $152 million and total net leverage at 2.2x, the lowest in Axalta’s history. Performance Coatings delivered $872 million of net sales and a 25.1% Adjusted EBITDA margin; Mobility Coatings achieved record net sales of $474 million and an 18.4% Adjusted EBITDA margin. For Q3 2026, Axalta projects low single digit net sales growth, Adjusted EBITDA of $295–$305 million and Adjusted diluted EPS of about $0.70, and for full-year 2026 Adjusted EBITDA of $1.14–$1.17 billion and Adjusted diluted EPS of $2.55–$2.70. Axalta also referenced the August 5 special general meeting to approve its proposed merger of equals with AkzoNobel.
Axalta Coating Systems Ltd. entered into Amendment No. 2 to its Merger Agreement with Akzo Nobel N.V., refining governance for their pending all-share merger of equals. The amendment introduces annual re-election of all MergeCo directors after the initial three-year period following completion of the mergers.
During that initial three-year period, it requires approval by two-thirds of MergeCo non-executive directors for proposals on director appointments and dismissals, appointment and removal of the CEO, Deputy CEO and CFO, designation of Chair and Vice Chair titles, and amendments to the remuneration policy. A joint press release states these changes follow shareholder dialogue, do not require changes to the proposed articles of association, and leave the AkzoNobel EGM and Axalta SGM planned for August 5, 2026 and their agendas unaffected.
Axalta Coating Systems Ltd. held its 2026 Annual General Meeting of Members on June 3, 2026. Members elected nine directors to terms expiring at the 2027 AGM, with each nominee receiving over 168 million votes in favor and substantial support across the slate.
Members also approved the appointment of PricewaterhouseCoopers LLP as Axalta’s independent registered public accounting firm and auditor until the conclusion of the 2027 AGM, with 178,516,805 votes for and 4,352,198 against. In addition, Axalta’s 2025 “Say on Pay” advisory vote on named executive officer compensation was approved, receiving 175,746,487 votes for and 2,013,619 against, alongside broker non-votes and abstentions.
Axalta Coating Systems Ltd. entered into Amendment No. 1 to its merger agreement with Akzo Nobel N.V., refining the structure of their planned combination. The amendment adds a second Bermuda subsidiary of AkzoNobel as a parent to the original merger sub and introduces a second merger in which the initial surviving company will merge into this new holding entity, which will then be a direct wholly owned subsidiary of AkzoNobel. The companies state these changes are intended to optimize tax integration between Axalta and AkzoNobel and do not change the tax consequences for Axalta shareholders. The amendment also clarifies how jointly nominated independent directors will be temporarily appointed or nominated to the post-closing MergeCo board. A Form F-4 registration statement including a proxy statement/prospectus has been filed, and Axalta plans to mail definitive materials to shareholders once the registration is effective.
Axalta Coating Systems reported first quarter 2026 net sales of $1.254 billion, down $8 million year over year, while exceeding its guidance for net sales, Adjusted EBITDA and Adjusted Diluted EPS. Net income was $91 million, giving a net income margin of 7.3%.
Adjusted EBITDA was $259 million with a 20.6% margin, slightly below the prior year but above guidance. The company generated record first quarter cash from operating activities of $68 million and record first quarter free cash flow of $21 million, both up sharply year over year.
Performance Coatings net sales were $802 million, while Mobility Coatings delivered record first quarter net sales of $452 million and Adjusted EBITDA of $79 million with a 17.5% margin. For 2026, Axalta projects low single-digit net sales growth, $1.14–$1.17 billion in Adjusted EBITDA, Adjusted Diluted EPS of $2.55–$2.70, and free cash flow of more than $500 million, and notes continued progress on its proposed merger of equals with AkzoNobel.
Axalta Coating Systems Ltd. reported record profitability for 2025 despite slightly lower sales. Full-year net sales were $5,117 million, down 3%, but record Adjusted EBITDA reached $1,128 million with a 22.0% margin, and record Adjusted Diluted EPS was $2.49. Net income was $379 million with a 7.4% margin. Operating cash flow hit a record $649 million and free cash flow was $466 million, while net debt to Adjusted EBITDA fell to 2.3x, the lowest in company history.
In the fourth quarter, net sales were $1,262 million, Adjusted EBITDA was $272 million with a 21.5% margin, and free cash flow reached a quarterly record of $290 million. Performance Coatings sales declined 6%, while Mobility Coatings grew 1% and delivered a record fourth-quarter Adjusted EBITDA margin of 19.4%.
The company announced an all-stock merger of equals with AkzoNobel in November 2025, expected to close in late 2026 or early 2027, subject to shareholder and regulatory approvals. For 2026, Axalta projects low-single-digit full-year net sales growth, Adjusted EBITDA of $1,140–$1,170 million, Adjusted Diluted EPS of $2.55–$2.70, and free cash flow above $500 million.
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.
Axalta Coating Systems Ltd. (AXTA) agreed to an all-stock merger of equals with Akzo Nobel N.V., under which each Axalta ordinary share will be converted into 0.6539 AkzoNobel ordinary shares at closing. AkzoNobel will form a Bermuda merger subsidiary that will combine with Axalta, leaving Axalta as a wholly owned subsidiary of AkzoNobel and the combined company dual-headquartered in Amsterdam and Philadelphia, with listings on the NYSE and Euronext Amsterdam.
Before completion, AkzoNobel will declare and pay a special cash dividend to its shareholders in an aggregate amount of €2.5 billion minus certain 2026 regular dividends. Axalta equity awards will generally convert into AkzoNobel awards using the 0.6539 exchange ratio, with specific treatment for vested and former-employee awards, while AkzoNobel awards largely remain outstanding. The combined company’s initial board will have eleven directors split between Axalta and AkzoNobel nominees plus three joint independents, and key leadership roles will be filled by current executives from both companies.
The deal is subject to shareholder approvals at both companies, multiple regulatory clearances, stock exchange listings, and an effective Form F-4 registration statement. Either party may owe the other a €150 million termination fee if the agreement ends under specified circumstances, including acceptance of a superior proposal or a change in board recommendation.
Axalta Coating Systems (AXTA) furnished its third‑quarter results, reporting financial performance for the quarter ended September 30, 2025, via a press release and earnings presentation posted on its website. The press release was furnished as Exhibit 99.
Axalta also executed Amendment No. 17 to its long‑standing Credit Agreement, which permits the use of borrowings under that facility to fund repurchases of its common shares, subject to the conditions set forth therein. The amendment was filed as Exhibit 10.1.