Axalta (NYSE: AXTA) HR chief gets 23,674 RSUs and PSU payouts

Rhea-AI Filing Summary

Axalta Coating Systems Ltd. SVP & CHRO Amy Tufano reported equity awards and related share movements. She received 23,674 restricted stock units, each representing a right to one common share and vesting in three equal annual installments beginning on the first anniversary of the grant date.

Performance share units converted into common shares on a one-for-one basis, with 283 and 426 performance share units exercised into common shares. To cover tax obligations on these vested awards, 145 and 219 common shares were withheld at $31.68 per share.

After these transactions, Tufano directly held 19,531 common shares and 23,674 restricted stock units. Footnotes explain that portions of earlier performance share awards were previously accelerated in connection with Section 280G mitigation tied to a pending transaction between Axalta and Akzo Nobel N.V., with final PSU payouts earned at 169.4% of target based on Adjusted EBITDA and 89.07% of target based on relative total shareholder return.

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)
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		283	A	(1)	19,469	D
Common Shares	03/03/2026		F		145(2)	D	$31.68	19,324	D
Common Shares	03/03/2026		M		426	A	(1)	19,750	D
Common Shares	03/03/2026		F		219(2)	D	$31.68	19,531	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	(3)	03/03/2026		A		23,674		(4)	(4)	Common Shares	23,674	$0	23,674	D
Performance Share Units	(1)	03/03/2026		M			283	(5)	(5)	Common Shares	283	$0	0	D
Performance Share Units	(1)	03/03/2026		M			426	(6)	(6)	Common Shares	426	$0	0	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. Each restricted stock unit represents a contingent right to receive one common share of Axalta Coating Systems Ltd.

4. This restricted stock unit grant vests in three equal annual installments beginning on the first anniversary of the grant date.

5. As previously identified on a Form 4, 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), the reporting person received an accelerated partial vesting of a performance share unit award granted on February 28, 2023 (the PSUs). The vesting in this Form 4 represents the difference between the PSUs that were accelerated and the ultimate amount of the PSUs that were earned at 169.4% of target based on the Companys achievement of Adjusted EBITDA.

6. As previously identified on a Form 4, in connection with the Section 280G Mitigation, the reporting person received an accelerated partial vesting of an award of PSUs. The vesting in this Form 4 represents the difference between the PSUs that were accelerated and the ultimate amount of the PSUs that were earned at 89.07% of target based on the Companys achievement of relative total shareholder return.

Remarks:

	/s/ Mark Sherman, attorney-in-fact	03/05/2026
	** 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.
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FAQ

What insider transactions did Axalta (AXTA) SVP & CHRO Amy Tufano report?

Amy Tufano reported equity-related transactions including a grant of 23,674 restricted stock units, exercises of performance share units into common shares, and share withholdings to cover tax obligations. All transactions involved direct ownership of Axalta common shares and equity awards.

How many restricted stock units did Amy Tufano receive from Axalta (AXTA)?

Amy Tufano received 23,674 restricted stock units. Each restricted stock unit represents a contingent right to receive one Axalta common share and vests in three equal annual installments, beginning on the first anniversary of the March 3, 2026 grant date.

How were Axalta (AXTA) performance share units converted and taxed in this Form 4?

Performance share units converted into Axalta common shares on a one-for-one basis. Upon vesting, 145 and 219 common shares were withheld at $31.68 per share to satisfy tax withholding obligations tied to the performance share unit awards.

What is Amy Tufano’s Axalta (AXTA) share ownership after these Form 4 transactions?

Following the reported transactions, Amy Tufano directly owned 19,531 Axalta common shares and 23,674 restricted stock units. These holdings reflect the net result after performance share unit conversions and share withholdings for tax obligations on vested equity awards.

How did Section 280G mitigation affect Axalta (AXTA) performance share units?

Footnotes state that, in connection with Section 280G mitigation tied to a pending transaction with Akzo Nobel N.V., portions of earlier PSU awards were partially accelerated. Final PSUs were earned at 169.4% of target based on Adjusted EBITDA and 89.07% based on relative total shareholder return.

What do Axalta (AXTA) performance share unit metrics 169.4% and 89.07% represent?

The 169.4% figure reflects PSUs ultimately earned versus target based on Axalta’s Adjusted EBITDA performance, while 89.07% reflects PSUs earned versus target based on relative total shareholder return. These percentages determine the final number of PSUs vesting to Amy Tufano.