How do Troy D. Weaver’s performance share units convert into Axalta (AXTA) common shares?

The performance share units convert into Axalta common shares on a one-for-one basis. The actual number of shares issued depends on performance against relative total shareholder return and Adjusted EBITDA goals, with vesting percentages applied to the original target awards.

What performance levels determined Troy D. Weaver’s Axalta (AXTA) performance share vesting?

Two performance share awards granted February 28, 2023 vested at 89.07% and 169.4% of target. These percentages were based on Axalta’s achievement of relative total shareholder return and Adjusted EBITDA goals described in a prior proxy statement filed with the SEC.

Axalta (AXTA) executive reports new RSU grant and tax-share disposals

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Axalta Coating Systems Ltd. executive Troy D. Weaver, President, Global Refinish, reported multiple equity-compensation transactions. On March 3, 2026, he received 35,511 restricted stock units, each representing a contingent right to one common share and vesting in three equal annual installments beginning on the first anniversary of the grant date.

Performance share unit awards granted on February 28, 2023 vested based on relative total shareholder return and Adjusted EBITDA goals, converting into common shares on a one-for-one basis at 89.07% and 169.4% of target, respectively. On March 3–4, 2026, related derivative exercises increased his common share holdings, while 13,959 common shares were withheld at prices around $31.40–$31.68 to cover tax obligations. Following these transactions, Weaver directly owned 108,035 common shares of Axalta.

Insider Trade Summary

30,395 shares exercised/converted

Mixed 10 txns

Insider Weaver Troy D.

Role President, Global Refinish

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,374	$0.00	--
Exercise	Common Shares	4,374	$0.00	--
Tax Withholding	Common Shares	2,009	$31.40	$63K
Grant/Award	Restricted Stock Units	35,511	$0.00	--
Exercise	Performance Share Units	8,967	$0.00	--
Exercise	Performance Share Units	17,054	$0.00	--
Exercise	Common Shares	8,967	$0.00	--
Tax Withholding	Common Shares	4,118	$31.68	$130K
Exercise	Common Shares	17,054	$0.00	--
Tax Withholding	Common Shares	7,832	$31.68	$248K

Holdings After Transaction: Restricted Stock Units — 8,750 shares (Direct); Common Shares — 110,044 shares (Direct); Performance Share Units — 0 shares (Direct)

Footnotes (1)

Performance share units convert into common shares on a one-for-one basis. Shares withheld to satisfy the tax withholding obligation applicable to the vesting of a performance share unit award. Restricted stock units convert into common shares on a one-for-one basis. Shares withheld to satisfy the tax withholding obligation applicable to the vesting of a portion of a restricted stock unit award. Each restricted stock unit represents a contingent right to receive one common share of Axalta Coating Systems Ltd. This restricted stock unit grant vests in three equal annual installments beginning on the first anniversary of the grant date. 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 (10,067) 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. 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 (10,067) 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. On March 4, 2025, the reporting person was granted 13,124 restricted stock units, vesting in three equal annual installments beginning on March 4, 2026.

Form 4 Insider Transactions: What Each Field Means →

03/05/2026 - 06:09 PM

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^*

Weaver Troy D.

(Last)

(First)

(Middle)

1050 CONSTITUTION AVENUE

(Street)

PHILADELPHIA

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, Global Refinish

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	03/03/2026		M		8,967	A	⁽¹⁾	100,566	D
Common Shares	03/03/2026		F		4,118⁽²⁾	D	$31.68	96,448	D
Common Shares	03/03/2026		M		17,054	A	⁽¹⁾	113,502	D
Common Shares	03/03/2026		F		7,832⁽²⁾	D	$31.68	105,670	D
Common Shares	03/04/2026		M		4,374	A	⁽³⁾	110,044	D
Common Shares	03/04/2026		F		2,009⁽⁴⁾	D	$31.4	108,035	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁵⁾	03/03/2026		A		35,511		⁽⁶⁾	⁽⁶⁾	Common Shares	35,511	$0	35,511	D
Performance Share Units	⁽¹⁾	03/03/2026		M			8,967	⁽⁷⁾	⁽⁷⁾	Common Shares	8,967	$0	0	D
Performance Share Units	⁽¹⁾	03/03/2026		M			17,054	⁽⁸⁾	⁽⁸⁾	Common Shares	17,054	$0	0	D
Restricted Stock Units	⁽³⁾	03/04/2026		M			4,374	⁽⁹⁾	⁽⁹⁾	Common Shares	4,374	$0	8,750	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 (10,067) 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 (10,067) 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 13,124 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
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Axalta (AXTA) executive Troy D. Weaver report?

Troy D. Weaver reported equity-related transactions including grants, vesting, and tax withholding. He received restricted stock units and performance share units that converted into common shares, plus share dispositions used to satisfy tax obligations related to those vesting equity awards.

How many restricted stock units were granted to Troy D. Weaver at Axalta (AXTA)?

Weaver received a grant of 35,511 restricted stock units. Each unit represents a contingent right to one Axalta common share and is scheduled to vest in three equal annual installments beginning on the first anniversary of the grant date stated in the disclosure.

Why were some of Troy D. Weaver’s Axalta (AXTA) shares disposed of in the Form 4?

Common shares were withheld to satisfy tax withholding obligations triggered by vesting equity awards. These dispositions, coded as tax-withholding transactions, occurred at per-share prices around the low $30s and did not represent open-market sales initiated for investment purposes.

How many Axalta (AXTA) common shares did Troy D. Weaver hold after these transactions?

After the reported exercises, grants, and tax-withholding dispositions, Weaver directly held 108,035 Axalta common shares. This figure reflects his updated direct ownership position following all Form 4 transactions dated March 3 and March 4, 2026 in the disclosure.

What is the vesting schedule for Troy D. Weaver’s new Axalta (AXTA) restricted stock units?

The restricted stock unit grant vests in three equal annual installments starting on the first anniversary of the grant date. Each vested unit delivers one Axalta common share, aligning the executive’s compensation with company performance over a multi-year period.