Axalta (AXTA) CEO Villavarayan exercises RSUs and covers tax with shares

Rhea-AI Filing Summary

Axalta Coating Systems Ltd. CEO and President Chris Villavarayan reported equity award activity involving restricted stock units that convert into common shares on a one-for-one basis. On February 28, 2026, he exercised restricted stock units into common shares and had some shares withheld to cover tax obligations tied to vesting. After these transactions, he directly owned 136,744 common shares.

Insider Trade Summary

49,911 shares exercised/converted

Mixed 6 txns

Insider Villavarayan Chris

Role CEO & President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	25,280	$0.00	--
Exercise	Restricted Stock Units	24,631	$0.00	--
Exercise	Common Shares	25,280	$0.00	--
Tax Withholding	Common Shares	11,609	$33.41	$388K
Exercise	Common Shares	24,631	$0.00	--
Tax Withholding	Common Shares	11,311	$33.41	$378K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Shares — 135,033 shares (Direct)

Footnotes (1)

1. Restricted stock units convert into common shares on a one-for-one basis. Shares withheld to satisfy the tax withholding obligation applicable to the vesting of a portion of a restricted stock unit award. On February 28, 2023, the reporting person was granted 75,839 restricted stock units, vesting in three equal annual installments beginning on February 28, 2024. On February 28, 2024, the reporting person was granted 73,893 restricted stock units, vesting in three equal annual installments beginning on February 28, 2025.

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Villavarayan Chris

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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	02/28/2026		M		25,280	A	(1)	135,033	D
Common Shares	02/28/2026		F		11,609(2)	D	$33.41	123,424	D
Common Shares	02/28/2026		M		24,631	A	(1)	148,055	D
Common Shares	02/28/2026		F		11,311(2)	D	$33.41	136,744	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	(1)	02/28/2026		M			25,280	(3)	(3)	Common Shares	25,280	$0	0	D
Restricted Stock Units	(1)	02/28/2026		M			24,631	(4)	(4)	Common Shares	24,631	$0	24,631	D

Explanation of Responses:

1. Restricted stock 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 portion of a restricted stock unit award.

3. On February 28, 2023, the reporting person was granted 75,839 restricted stock units, vesting in three equal annual installments beginning on February 28, 2024.

4. On February 28, 2024, the reporting person was granted 73,893 restricted stock units, vesting in three equal annual installments beginning on February 28, 2025.

Remarks:

	/s/ Mark Sherman, attorney-in-fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did AXTA CEO Chris Villavarayan report?

Chris Villavarayan reported exercises of restricted stock units into Axalta common shares and related share dispositions for tax withholding on February 28, 2026. These transactions reflect routine equity award vesting and settlement activity rather than open-market purchases or sales.

Were the AXTA CEOs Form 4 transactions open-market stock sales?

No, the dispositions were coded F as payments of tax liability by delivering securities. Shares were withheld to satisfy tax obligations tied to restricted stock unit vesting, rather than sold in open-market transactions initiated for investment reasons.

How many Axalta shares does the CEO hold after these transactions?

Following the reported derivative exercises and tax-withholding dispositions, Chris Villavarayan directly held 136,744 Axalta common shares. This figure reflects his direct ownership after converting restricted stock units and settling associated tax obligations on February 28, 2026.

What are restricted stock units in the AXTA CEOs filing?

The filing describes restricted stock units that convert into Axalta common shares on a one-for-one basis. These awards were previously granted and vest in three equal annual installments, turning into common shares as vesting dates are reached over time.

Which prior RSU grants to the AXTA CEO are referenced?

The disclosure references a grant of 75,839 restricted stock units on February 28, 2023, vesting in three equal annual installments from February 28, 2024, and a grant of 73,893 units on February 28, 2024, vesting in three equal annual installments from February 28, 2025.

Why were some Axalta shares withheld from the CEO on vesting?

Shares were withheld to satisfy tax withholding obligations arising when parts of restricted stock unit awards vested. Instead of paying taxes in cash, a portion of the vested shares was delivered to cover the tax liability, as indicated by the F transaction code and footnotes.