Axalta (AXTA) Insider Filing: CFO RSU Vesting and Tax Withholding Details

Rhea-AI Filing Summary

Axalta Coating Systems insider filing: On 08/14/2025, Carl Douglas Anderson II, Axalta SVP and CFO, had 20,656 restricted stock units vest, which converted one-for-one into common shares. Following vesting and subsequent withholding to satisfy taxes, 9,486 shares were withheld at $30.62 each.

The report shows beneficial ownership changing from 36,567 common shares after the vesting event to 27,081 common shares following the tax withholding. The filing notes the original award was 61,969 RSUs granted on 08/14/2023 vesting in three equal annual installments.

Positive

• 20,656 RSUs vested, converting one-for-one into common shares, reflecting execution of existing compensation plan
• Timely disclosure of the vesting and withholding on Form 4 consistent with Section 16 reporting

Negative

• 9,486 shares withheld to satisfy tax obligations, reducing the reporting person's net share count
• No open-market purchases reported that would indicate additional insider buy-side conviction

Insights

Financial Analyst

TL;DR: Routine executive equity vesting with tax withholding; modest net increase in vested shares then reduced by withholding.

The Form 4 documents a standard vesting event where 20,656 RSUs converted to 20,656 common shares on 08/14/2025. The subsequent withholding of 9,486 shares at $30.62 each reduced the reporting person's net share count to 27,081. This is a typical compensation settlement and does not indicate open-market buying or selling activity. The original grant size (61,969 RSUs) and annual vesting schedule provide context for ongoing equity-based compensation.

Corporate Governance Expert

TL;DR: Filing reflects standard executive compensation mechanics; disclosure timely and consistent with Section 16 reporting.

The disclosure identifies Anderson as SVP and CFO and shows vesting per the 08/14/2023 award schedule. The use of share withholding to satisfy tax obligations is common and is explicitly noted. No sales or discretionary open-market transactions are reported here, and the filing appears administrative rather than indicative of governance concerns.

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
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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^*

Anderson Carl Douglas II

(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 and CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		M		20,656	A	(1)	36,567	D
Common Shares	08/14/2025		F		9,486(2)	D	$30.62	27,081	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)	08/14/2025		M			20,656	(3)	(3)	Common Shares	20,656	$0	20,657	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 14, 2023, the reporting person was granted 61,969 restricted stock units, vesting in three equal annual installments beginning on August 14, 2024.

Remarks:

	/s/ Mark Sherman, attorney-in-fact	08/18/2025
	** 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 transactions did Carl Douglas Anderson II report on Form 4 for AXTA?

The filing reports 20,656 restricted stock units vested on 08/14/2025 and 9,486 shares withheld for taxes at a price of $30.62 per share.

How many Axalta shares did Anderson beneficially own after the transactions?

The filing shows 36,567 common shares after the vesting event and 27,081 common shares following the tax withholding.

When were the RSUs originally granted and what was the grant size?

The RSUs were granted on 08/14/2023 with a total award of 61,969 restricted stock units, vesting in three equal annual installments.

Was the filing an individual or joint Form 4?

The form was filed by one reporting person (the reporting person checkbox indicates a single filer).

Does the Form 4 show any open-market sales or purchases for AXTA?

No open-market purchases or sales are reported; the transactions are vesting of RSUs and share withholding for taxes.