Axalta (AXTA) SVP receives RSU grant, converts PSUs and withholds shares for taxes

Rhea-AI Filing Summary

Axalta Coating Systems Ltd. SVP, General Counsel and Corporate Secretary Alex Tablin-Wolf reported equity award activity and related share settlements. The executive received 33,143 restricted stock units, each representing a contingent right to one common share, vesting in three equal annual installments beginning on the first anniversary of the grant date.

Performance share units converted into common shares on a one-for-one basis, including 245 and 369 performance share units that were exercised into the same number of common shares. To cover tax withholding obligations tied to performance share unit vesting, 127 and 191 common shares were disposed of at $31.68 per share.

Footnotes state that certain performance share units related to a prior award were ultimately earned at 169.4% of target based on Adjusted EBITDA and 89.07% of target based on relative total shareholder return, in the context of Section 280G mitigation associated with a pending transaction between the Company and Akzo Nobel N.V.

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^*

Tablin-Wolf Alex

(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, GC and Corp. Secretary

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		245	A	(1)	23,610	D
Common Shares	03/03/2026		F		127(2)	D	$31.68	23,483	D
Common Shares	03/03/2026		M		369	A	(1)	23,852	D
Common Shares	03/03/2026		F		191(2)	D	$31.68	23,661	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	(3)	03/03/2026		A		33,143		(4)	(4)	Common Shares	33,143	$0	33,143	D
Performance Share Units	(1)	03/03/2026		M			245	(5)	(5)	Common Shares	245	$0	0	D
Performance Share Units	(1)	03/03/2026		M			369	(6)	(6)	Common Shares	369	$0	0	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. Each restricted stock unit represents a contingent right to receive one common share of Axalta Coating Systems Ltd.

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

5. As previously identified on a Form 4, in order to mitigate the potential adverse impact to the Company and the reporting person of Section 280G of the Internal Revenue Code in connection with the pending transaction between the Company and Akzo Nobel N.V. (the Section 280G Mitigation), the reporting person received an accelerated partial vesting of a performance share unit award granted on February 28, 2023 (the PSUs). The vesting in this Form 4 represents the difference between the PSUs that were accelerated and the ultimate amount of the PSUs that were earned at 169.4% of target based on the Companys achievement of Adjusted EBITDA.

6. As previously identified on a Form 4, in connection with the Section 280G Mitigation, the reporting person received an accelerated partial vesting of an award of PSUs. The vesting in this Form 4 represents the difference between the PSUs that were accelerated and the ultimate amount of the PSUs that were earned at 89.07% of target based on the Companys achievement of relative total shareholder return.

Remarks:

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

What equity awards did Axalta (AXTA) executive Alex Tablin-Wolf receive?

Alex Tablin-Wolf received a grant of 33,143 restricted stock units, each representing a contingent right to one Axalta common share. These restricted stock units vest in three equal annual installments starting on the first anniversary of the grant date, subject to continued service conditions.

How were Axalta (AXTA) performance share units converted and settled?

Performance share units converted into Axalta common shares on a one-for-one basis, including 245 and 369 performance share units exercised into the same number of common shares. Related common shares were then used to satisfy tax withholding obligations arising from vesting of these performance-based awards.

Why were some Axalta (AXTA) shares disposed of in this Form 4?

The Form 4 shows dispositions of 127 and 191 common shares at $31.68 per share to satisfy tax withholding obligations. These transactions are described as payment of tax liability by delivering securities, rather than open-market sales for investment purposes by the reporting person.

What vesting schedule applies to the new Axalta (AXTA) restricted stock units?

The restricted stock unit grant vests in three equal annual installments beginning on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one common share of Axalta Coating Systems Ltd., subject to continued employment or other plan conditions.

How did Axalta (AXTA) performance share units relate to Adjusted EBITDA and TSR targets?

Footnotes state certain performance share units were ultimately earned at 169.4% of target based on Adjusted EBITDA and 89.07% of target based on relative total shareholder return. These outcomes reflect the company’s achievement of preset performance metrics for those awards under Section 280G mitigation arrangements.

What is the Section 280G mitigation mentioned for Axalta (AXTA)?

Section 280G mitigation refers to steps taken to reduce potential adverse tax impacts of Section 280G of the Internal Revenue Code. Footnotes explain that accelerated partial vesting of performance share units occurred in connection with this mitigation and a pending transaction between Axalta and Akzo Nobel N.V.