Axalta (NYSE: AXTA) exec logs RSU, PSU vesting and tax share disposals

Rhea-AI Filing Summary

Axalta Coating Systems Ltd. executive Timothy Earl Joseph Bowes, President, Global Industrial Coatings, reported multiple equity compensation transactions. On March 3, 2026, performance share units covering 8,070 and 15,348 units were converted into common shares, with related tax-withholding dispositions of 3,706 and 7,048 common shares at about $31.68 per share.

Also on March 3, 2026, he received a grant of 28,409 restricted stock units, which vest in three equal annual installments beginning on the first anniversary of the grant date. On March 4, 2026, 3,500 restricted stock units converted into common shares, and 1,608 common shares were withheld to cover taxes at $31.40 per share.

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^*

Bowes Timothy Earl Joseph

(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)
	President, Glbl Ind. Coatings

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		8,070	A	(1)	19,331	D
Common Shares	03/03/2026		F		3,706(2)	D	$31.68	15,625	D
Common Shares	03/03/2026		M		15,348	A	(1)	30,973	D
Common Shares	03/03/2026		F		7,048(2)	D	$31.68	23,925	D
Common Shares	03/04/2026		M		3,500	A	(3)	27,425	D
Common Shares	03/04/2026		F		1,608(4)	D	$31.4	25,817	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		28,409		(6)	(6)	Common Shares	28,409	$0	28,409	D
Performance Share Units	(1)	03/03/2026		M			8,070	(7)	(7)	Common Shares	8,070	$0	0	D
Performance Share Units	(1)	03/03/2026		M			15,348	(8)	(8)	Common Shares	15,348	$0	0	D
Restricted Stock Units	(3)	03/04/2026		M			3,500	(9)	(9)	Common Shares	3,500	$0	7,000	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 (9,060) 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 (9,060) 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 10,500 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) executive Timothy Bowes report?

Timothy Bowes reported equity compensation activity, including conversions of performance share units and restricted stock units into common shares, along with share dispositions to cover tax withholding obligations tied to those vestings. He also reported receiving a new grant of 28,409 restricted stock units.

How many restricted stock units did Timothy Bowes receive from Axalta (AXTA)?

Timothy Bowes received a grant of 28,409 restricted stock units. According to the disclosure, each restricted stock unit represents a contingent right to receive one common share, and this grant vests in three equal annual installments beginning on the first anniversary of the grant date.

How were Axalta (AXTA) performance share units converted for Timothy Bowes?

Performance share units covering 8,070 and 15,348 units converted into Axalta common shares on March 3, 2026, on a one-for-one basis. These awards vested based on company performance measures, including relative total shareholder return and Adjusted EBITDA, with vesting percentages determined from previously disclosed performance targets.

Were Timothy Bowes’ Axalta (AXTA) share disposals open-market sales?

The reported share disposals were coded as “F,” meaning shares were withheld to pay exercise price or tax liabilities. Footnotes specify these common shares were withheld to satisfy tax withholding obligations on vesting awards, rather than being discretionary open-market sales initiated by the executive.

At what prices were Axalta (AXTA) shares withheld for Timothy Bowes’ taxes?

Common shares were withheld at prices of $31.68 and $31.40 per share. These withholdings occurred in connection with the vesting and conversion of performance share units and restricted stock units, and were used to satisfy the related tax withholding obligations described in the filing footnotes.