Axalta (AXTA) Insider Vesting: 3,657 RSUs Converted, Tax Withholding 1,680

Rhea-AI Filing Summary

Amy Tufano, SVP & CHRO of Axalta Coating Systems (AXTA), reported received restricted stock units that vested and converted into common shares on 09/19/2025. The filing shows 3,657 restricted stock units treated under transaction code M and converted one-for-one into common shares, increasing her holdings to 15,744 shares before tax withholding. The company withheld 1,680 shares to satisfy tax obligations at an indicated price of $30.27, leaving 14,064 common shares reported as beneficially owned. The Form 4 discloses the original RSU grant of 10,972 units awarded on 09/19/2023, vesting in three equal annual installments beginning 09/19/2024. The form was signed by an attorney-in-fact on 09/23/2025.

Positive

• Insider ownership increased through vesting of 3,657 restricted stock units, demonstrating continued equity alignment with shareholders
• Transparent disclosure of tax-withholding mechanics and original grant terms (10,972 RSUs granted 09/19/2023) aids investor understanding

Negative

• Net shares reduced by withholding: 1,680 shares were withheld to satisfy tax obligations, lowering the immediate share count increase
• No indication of sale beyond withholding, so liquidity for the reporting person remains limited to standard vesting events

Insights

Corporate Governance Expert

TL;DR: Routine RSU vesting and withholding by a senior executive; increases reported ownership but is not materially dilutive.

The filing documents standard equity compensation settlement: 3,657 restricted stock units vested and converted into common shares, followed by withholding of 1,680 shares to satisfy taxes. This is consistent with typical executive compensation mechanics and does not indicate a change in employment, governance, or control. The prior grant of 10,972 RSUs awarded in 2023 and vesting in annual installments provides context on the remaining incentive compensation schedule. For investors, the transaction is routine and primarily signals compensation realization rather than a strategic change.

Executive Compensation / Securities Analyst

TL;DR: Compensation execution: vested RSUs converted to shares; withholding reduced net share increase but preserves tax compliance.

The report shows conversion of RSUs to ordinary shares (one-for-one) and share withholding under a tax-related disposition at an indicated price of $30.27. The net increase in reported beneficial ownership after transactions is modest and reflects scheduled vesting from the 09/19/2023 grant of 10,972 RSUs that vest over three years. This event affects short-term share counts for the officer but is customary and non-operational in nature.

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
Estimated average burden
hours per response:			0.5

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^*

Tufano Amy

(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 & CHRO

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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	09/19/2025		M		3,657	A	(1)	15,744	D
Common Shares	09/19/2025		F		1,680(2)	D	$30.27	14,064	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)	09/19/2025		M			3,657	(3)	(3)	Common Shares	3,657	$0	3,658	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 September 19, 2023, the reporting person was granted 10,972 restricted stock units, vesting in three equal annual installments beginning on September 19, 2024.

Remarks:

	/s/ Mark Sherman, attorney-in-fact	09/23/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Amy Tufano report on the AXTA Form 4?

The filing reports 3,657 restricted stock units vested and converted into common shares on 09/19/2025 and 1,680 shares were withheld to satisfy tax withholding.

How many AXTA shares does Amy Tufano beneficially own after the reported transactions?

The Form 4 reports 14,064 common shares beneficially owned following the vesting and withholding transactions.

What was the withholding price per share for the tax-related disposition?

The filing indicates a price of $30.27 associated with the shares withheld to satisfy tax obligations.

When were the restricted stock units originally granted and what is their vesting schedule?

The RSU grant was made on 09/19/2023 for 10,972 units, vesting in three equal annual installments beginning on 09/19/2024.

Who signed the Form 4 and when was it filed?

The Form 4 bears a signature by Mark Sherman, attorney-in-fact and is dated 09/23/2025.