Axalta (NYSE: AXTA) CEO gains 220,959 RSUs and settles taxes with shares

Rhea-AI Filing Summary

Axalta Coating Systems Ltd. CEO & President Chris Villavarayan reported multiple equity compensation transactions. On March 3, 2026, he received a direct grant of 220,959 restricted stock units (RSUs), which vest in three equal annual installments beginning on the first anniversary of the grant date. Each RSU and performance share unit converts into one common share.

On the same date, performance share unit awards granted on February 28, 2023 vested based on Axalta’s achievement of relative total shareholder return and Adjusted EBITDA, at 89.07% of target and 169.4% of target, respectively, leading to conversions of 50,663 and 96,354 units into common shares. Related tax obligations were settled by delivering 23,265 and 44,246 common shares at prices of 31.68 per share.

On March 4, 2026, an additional 26,246 RSUs converted into common shares, and 12,053 common shares at 31.40 per share were withheld to satisfy tax liabilities. After these transactions, Villavarayan directly held 230,443 common shares and 52,494 restricted stock units.

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^*

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)
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		50,663	A	(1)	187,407	D
Common Shares	03/03/2026		F		23,265(2)	D	$31.68	164,142	D
Common Shares	03/03/2026		M		96,354	A	(1)	260,496	D
Common Shares	03/03/2026		F		44,246(2)	D	$31.68	216,250	D
Common Shares	03/04/2026		M		26,246	A	(3)	242,496	D
Common Shares	03/04/2026		F		12,053(4)	D	$31.4	230,443	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		220,959		(6)	(6)	Common Shares	220,959	$0	220,959	D
Performance Share Units	(1)	03/03/2026		M			50,663	(7)	(7)	Common Shares	50,663	$0	0	D
Performance Share Units	(1)	03/03/2026		M			96,354	(8)	(8)	Common Shares	96,354	$0	0	D
Restricted Stock Units	(3)	03/04/2026		M			26,246	(9)	(9)	Common Shares	26,246	$0	52,494	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 February 28, 2023. The number of common shares issuable under the award may range from zero to 200% of the target number of performance share units (56,879) 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 February 28, 2023. The number of common shares issuable under the award may range from zero to 200% of the target number of performance share units (56,879) 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 78,740 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 equity awards did Axalta (AXTA) CEO Chris Villavarayan receive?

Chris Villavarayan received a direct grant of 220,959 restricted stock units, vesting in three equal annual installments beginning one year after the grant date. Each RSU represents a contingent right to receive one Axalta common share upon vesting.

How did performance share units vest for Axalta (AXTA) CEO Chris Villavarayan?

Performance share units granted on February 28, 2023 vested based on Axalta’s relative total shareholder return and Adjusted EBITDA. The awards vested at 89.07% and 169.4% of target, resulting in conversions of 50,663 and 96,354 units into common shares.

How many Axalta (AXTA) shares were used to cover taxes for the CEO’s awards?

To cover tax withholding obligations on vesting awards, 23,265 and 44,246 Axalta common shares were delivered at $31.68 per share, and 12,053 shares at $31.40 per share, according to the Form 4 disclosure.

What is Chris Villavarayan’s direct Axalta (AXTA) share ownership after these transactions?

Following the reported March 2026 transactions, Chris Villavarayan directly held 230,443 Axalta common shares. He also directly held 52,494 restricted stock units, each representing a contingent right to receive one additional common share upon vesting.

How do Axalta (AXTA) restricted stock units work for the CEO’s grant?

Each restricted stock unit represents a contingent right to receive one Axalta common share. The 220,959-unit grant to the CEO vests in three equal annual installments, starting on the first anniversary of the grant date, subject to continued service and plan terms.

What is the conversion rate for Axalta (AXTA) performance share units and RSUs?

The filing states that both performance share units and restricted stock units convert into Axalta common shares on a one-for-one basis. This means each vested unit results in the issuance of one common share, before any shares are withheld for taxes.