Axalta Coating Systems (AXTA) SVP reports accelerated RSU and PSU vesting

Rhea-AI Filing Summary

Axalta Coating Systems Ltd. reported a Form 4 transaction for its SVP & CHRO involving the vesting of restricted stock units and performance share units on 12/23/2025. These equity awards convert into common shares on a one-for-one basis, and a portion of the resulting shares was withheld at $32.28 per share to cover tax obligations.

The filing explains that several tranches from grants made in 2023, 2024 and 2025 had vesting accelerated from 2026 as part of a "Section 280G Mitigation" tied to a pending transaction between Axalta and Akzo Nobel N.V.. Part of the performance share unit vesting is based on estimated performance for Adjusted EBITDA and relative total shareholder return and will be subject to later true-up once actual performance is known. The newly vested awards may also be subject to clawback if it is determined the executive ultimately would not have vested.

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^*

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)
12/23/2025

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	12/23/2025		M		2,182	A	(1)	16,246	D
Common Shares	12/23/2025		F		1,002(2)	D	$32.28	15,244	D
Common Shares	12/23/2025		M		2,463	A	(1)	17,707	D
Common Shares	12/23/2025		F		1,132(2)	D	$32.28	16,575	D
Common Shares	12/23/2025		M		2,722	A	(1)	19,297	D
Common Shares	12/23/2025		F		1,250(2)	D	$32.28	18,047	D
Common Shares	12/23/2025		M		1,564	A	(1)	19,611	D
Common Shares	12/23/2025		F		719(2)	D	$32.28	18,892	D
Common Shares	12/23/2025		M		545	A	(1)	19,437	D
Common Shares	12/23/2025		F		251(2)	D	$32.28	19,186	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)	12/23/2025		M			2,182	(3)	(3)	Common Shares	2,182(8)	$0	0	D
Restricted Stock Units	(1)	12/23/2025		M			2,463	(4)	(4)	Common Shares	2,463(8)	$0	2,464	D
Restricted Stock Units	(1)	12/23/2025		M			2,722	(5)	(5)	Common Shares	2,722(8)	$0	5,444	D
Performance Share Units	(1)	12/23/2025		M			1,564	(6)	(6)	Common Shares	1,564(8)	$0	0	D
Performance Share Units	(1)	12/23/2025		M			545	(7)	(7)	Common Shares	545(8)	$0	0	D

Explanation of Responses:

1. Restricted stock units and performance share units each 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 or a performance share unit award, as applicable.

3. On February 28, 2023, the reporting person was granted 6,544 restricted stock units vesting in three equal annual installments beginning on February 28, 2024, but the vesting of the portion reflected herein was accelerated from February 28, 2026 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").

4. On February 28, 2024, the reporting person was granted 7,390 restricted stock units vesting in three equal annual installments beginning on February 28, 2025, but the vesting of the portion reflected herein was accelerated from February 28, 2026, in connection with the Section 280G Mitigation.

5. On March 4, 2025, the reporting person was granted 8,166 restricted stock units vesting in three equal annual installments beginning on March 4, 2026, but the vesting of the portion reflected herein was accelerated from March 4, 2026, in connection with the Section 280G Mitigation.

6. Represents the partial 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 (1,090) 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. The partial vesting reflected herein was accelerated from 2026 in connection with the Section 280G Mitigation based on an estimate of actual performance. The vesting will remain subject to a true-up once actual performance is determined.

7. Represents the partial 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 (1,090) 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. The partial vesting reflected herein was accelerated from 2026 in connection with the Section 280G Mitigation based on an estimate of actual performance. The vesting will remain subject to a true-up once actual performance is determined.

8. This vesting will be subject to clawback in the event it is determined that the reporting person would not have ultimately vested in the award, notwithstanding the acceleration reflected herein.

	/s/ Mark Sherman, attorney-in-fact	12/29/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Axalta Coating Systems (AXTA) report in this Form 4?

The Form 4 reports that Axalta Coating Systems' SVP & CHRO had restricted stock units and performance share units vest into common shares on 12/23/2025, with some of the resulting shares withheld to cover taxes.

What type of securities were involved in the AXTA Form 4 filing?

The filing involves restricted stock units and performance share units, each converting into Axalta common shares on a one-for-one basis.

Why were certain Axalta (AXTA) equity awards accelerated from 2026?

The filing states that portions of the 2023, 2024 and 2025 equity awards were accelerated from 2026 in connection with a Section 280G Mitigation related to a pending transaction between Axalta and Akzo Nobel N.V..

How were taxes handled on the vested Axalta (AXTA) shares?

The report notes that shares were withheld from the executive to satisfy tax withholding obligations associated with the vesting of restricted stock unit and performance share unit awards, at a share price of $32.28.

Are the Axalta (AXTA) performance share units in this Form 4 based on performance targets?

Yes. The performance share units can result in zero to 200% of the target number of units, depending on Axalta's Adjusted EBITDA or relative total shareholder return over the relevant performance period, as described in the company's proxy statement.

Can the accelerated Axalta (AXTA) vesting reported in this Form 4 be reversed?

The filing states that certain vesting will remain subject to a true-up once actual performance is determined and may be subject to clawback if it is later determined the executive would not have ultimately vested in the award.