Axalta CAO Net Acquires Shares; No Open-Market Trade Disclosed

Rhea-AI Filing Summary

Form 4 discloses that Anthony Massey, Vice President, Finance & Chief Accounting Officer of Axalta Coating Systems Ltd. (AXTA), executed transactions on 1 Aug 2025.

• 2,070 common shares were acquired upon the mandatory conversion (Code M) of previously granted restricted stock units (RSUs) on a one-for-one basis.
• 641 shares were immediately withheld (Code F) at $27.82 to cover tax obligations tied to the vesting event.

After netting the tax-withheld shares, Massey’s direct beneficial ownership increased by 1,429 shares to 36,591 common shares. The related RSU grant, issued 1 Aug 2023 for 6,211 units, continues to vest in three equal annual tranches through 2026.

No open-market purchases or sales occurred; the transactions stem solely from equity award vesting mechanics. The size and nature of the change are routine for executive compensation and do not signal a discretionary buy or sell decision.

Insights

Equity Compensation Analyst

TL;DR: Routine RSU vesting; insider net adds 1,429 shares, minimal market signal.

The filing reflects automatic settlement of a 2023 RSU grant. Code M conversion plus Code F tax withholding is standard practice. With only ~1.4k net shares added and no open-market trade, the event is administratively driven, not a deliberate valuation statement. Direct holdings rise to 36.6k shares—still small relative to AXTA’s ~221 m shares outstanding—thus immaterial to ownership structure or float. I view the disclosure as neutral for investors.

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^*

Massey Anthony

(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)
	VP, Finance & CAO

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		M		2,070	A	(1)	37,232	D
Common Shares	08/01/2025		F		641(2)	D	$27.82	36,591	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)	08/01/2025		M			2,070	(3)	(3)	Common Shares	2,070	$0	2,071	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 August 1, 2023, the reporting person was granted 6,211 restricted stock units, vesting in three equal annual installments beginning on August 1, 2024.

Remarks:

	/s/ Mark Sherman, attorney-in-fact	08/05/2025
	** 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 insider transactions were reported for AXTA on 1 Aug 2025?

The VP, Finance & CAO converted 2,070 RSUs to shares and withheld 641 shares for taxes, netting 1,429 shares.

How many AXTA shares does Anthony Massey now own?

He directly owns 36,591 common shares following the reported transactions.

Were any open-market purchases or sales made by the insider?

No; the transactions resulted solely from RSU vesting and associated tax withholding.

What price was applied to the shares withheld for taxes?

Shares were withheld at $27.82 per share to satisfy tax obligations.

What is the vesting schedule of the underlying RSU grant?

The 6,211-unit RSU grant dated 1 Aug 2023 vests in three equal annual installments beginning 1 Aug 2024.