Axalta (AXTA) CFO records award vesting, share conversions and tax disposals

Rhea-AI Filing Summary

Axalta Coating Systems Ltd. SVP and CFO Carl Douglas Anderson II reported multiple equity award transactions on March 3–4, 2026. He acquired common shares through the vesting and conversion of performance share units and restricted stock units, which convert into common shares on a one-for-one basis.

The filing also shows dispositions of common shares at about $31.40–$31.68 per share to cover tax withholding obligations tied to these vestings. Following these transactions, he directly held tens of thousands of Axalta common shares and a substantial balance of restricted stock units that vest over time.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Anderson Carl Douglas II

(Last) (First) (Middle)

1050 CONSTITUTION AVENUE

(Street)

PHILADELPHIA PA 19112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Axalta Coating Systems Ltd. [ AXTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	03/03/2026		M		27,598	A	(1)	58,851	D
Common Shares	03/03/2026		F		12,674(2)	D	$31.68	46,177	D
Common Shares	03/03/2026		M		52,487	A	(1)	98,664	D
Common Shares	03/03/2026		F		23,099(2)	D	$31.68	75,565	D
Common Shares	03/04/2026		M		6,805	A	(3)	82,370	D
Common Shares	03/04/2026		F		3,125(4)	D	$31.4	79,245	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)	03/03/2026		A		55,239		(6)	(6)	Common Shares	55,239	$0	55,239	D
Performance Share Units	(1)	03/03/2026		M			27,598	(7)	(7)	Common Shares	27,598	$0	0	D
Performance Share Units	(1)	03/03/2026		M			52,487	(8)	(8)	Common Shares	52,487	$0	0	D
Restricted Stock Units	(3)	03/04/2026		M			6,805	(9)	(9)	Common Shares	6,805	$0	13,610	D

Explanation of Responses:

1. Performance share units convert into common shares on a one-for-one basis.

2. Shares withheld to satisfy the tax withholding obligation applicable to the vesting of a performance share unit award.

3. Restricted stock units convert into common shares on a one-for-one basis.

4. Shares withheld to satisfy the tax withholding obligation applicable to the vesting of a portion of a restricted stock unit award.

5. Each restricted stock unit represents a contingent right to receive one common share of Axalta Coating Systems Ltd.

6. This restricted stock unit grant vests in three equal annual installments beginning on the first anniversary of the grant date.

7. Represents the vesting of a performance share unit award granted on August 14, 2023. The number of common shares issuable under the award may range from zero to 200% of the target number of performance share units (30,984) based upon the Company's achievement of relative total shareholder return during the relevant performance period as described in more detail in the Company's proxy statement filed with the SEC on April 24, 2024. Based upon the Company's achievement of such objective for such period, the performance share unit award vested at 89.07% of target.

8. Represents the vesting of a performance share unit award granted on August 14, 2023. The number of common shares issuable under the award may range from zero to 200% of the target number of performance share units (30,984) based upon the Company's achievement of Adjusted EBITDA during the relevant performance period as described in more detail in the Company's proxy statement filed with the SEC on April 24, 2024. Based upon the Company's achievement of such objective for such period, the performance share unit award vested at 169.4% of target.

9. On March 4, 2025, the reporting person was granted 20,415 restricted stock units, vesting in three equal annual installments beginning on March 4, 2026.

Remarks:

	/s/ Mark Sherman, attorney-in-fact	03/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Axalta (AXTA) CFO Carl Douglas Anderson II report?

He reported several equity award-related transactions, including vesting and conversion of performance share units and restricted stock units into common shares. The filing also shows share dispositions used to satisfy tax withholding obligations related to these awards at prices around $31.40–$31.68 per share.

Did the Axalta (AXTA) CFO buy or sell common shares on the open market?

The filing does not show open-market purchases or sales. Instead, common share acquisitions came from equity awards converting into stock, while reported dispositions reflect shares withheld to pay tax liabilities associated with vesting, rather than discretionary sales for investment or portfolio reasons.

How many restricted stock units and performance share units are involved in the Axalta (AXTA) Form 4?

Transactions include 55,239 restricted stock units reported as acquired and multiple performance share unit conversions totaling 27,598 and 52,487 units. Footnotes state each unit converts into one common share, directly linking these derivative awards to Axalta’s common equity structure.

At what prices were Axalta (AXTA) shares disposed of for tax withholding?

Shares were disposed of to cover tax withholding obligations at about $31.40 and $31.68 per share. These dispositions, coded “F,” represent payment of tax liabilities by delivering shares, rather than traditional open-market selling activity initiated for investment purposes.

What do the Axalta (AXTA) performance share unit vesting footnotes explain?

Footnotes explain that performance share units granted on August 14, 2023, could pay out from zero to 200% of a 30,984-unit target. Vesting occurred at 89.07% of target based on relative total shareholder return and 169.4% of target based on Adjusted EBITDA performance.

What new restricted stock unit grant did the Axalta (AXTA) CFO receive?

One footnote states that on March 4, 2025, the reporting person was granted 20,415 restricted stock units. These units vest in three equal annual installments beginning March 4, 2026, aligning compensation with multi-year service and performance at Axalta Coating Systems Ltd.