Axalta (AXTA) SVP reports accelerated RSU and PSU vesting with tax withholding

Rhea-AI Filing Summary

Axalta Coating Systems Ltd. executive Andrew Hughs reported multiple equity award transactions on December 23, 2025. As SVP, General Counsel and Corporate Secretary, he exercised several restricted stock unit and performance share unit awards that convert into common shares on a one-for-one basis, raising his directly held stake to 23,365 common shares.

Some of the newly vested shares were withheld at a price of $32.28 per share to cover tax obligations. The filing explains that portions of awards granted in 2023, 2024 and 2025 had their vesting accelerated from 2026 as part of a Section 280G mitigation effort related to a pending transaction between Axalta and Akzo Nobel N.V.

Certain performance-based awards vest based on Adjusted EBITDA and relative total shareholder return, with potential payout ranging from zero to 200% of a 943‑unit target. These accelerations are subject to later true-up based on actual performance and may be clawed back if it is determined the executive would not ultimately have vested in the awards.

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^*

Tablin-Wolf Alex

(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, GC and Corp. Secretary

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		1,888	A	(1)	19,612	D
Common Shares	12/23/2025		F		873(2)	D	$32.28	18,739	D
Common Shares	12/23/2025		M		3,284	A	(1)	22,023	D
Common Shares	12/23/2025		F		1,519(2)	D	$32.28	20,504	D
Common Shares	12/23/2025		M		3,500	A	(1)	24,004	D
Common Shares	12/23/2025		F		1,619(2)	D	$32.28	22,385	D
Common Shares	12/23/2025		M		1,353	A	(1)	23,738	D
Common Shares	12/23/2025		F		626(2)	D	$32.28	23,112	D
Common Shares	12/23/2025		M		471	A	(1)	23,583	D
Common Shares	12/23/2025		F		218(2)	D	$32.28	23,365	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			1,888	(3)	(3)	Common Shares	1,888(8)	$0	0	D
Restricted Stock Units	(1)	12/23/2025		M			3,284	(4)	(4)	Common Shares	3,284(8)	$0	3,284	D
Restricted Stock Units	(1)	12/23/2025		M			3,500	(5)	(5)	Common Shares	3,500(8)	$0	7,000	D
Performance Share Units	(1)	12/23/2025		M			1,353	(6)	(6)	Common Shares	1,353(8)	$0	0	D
Performance Share Units	(1)	12/23/2025		M			471	(7)	(7)	Common Shares	471(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 5,664 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 9,852 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 10,500 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 (943) 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 (943) 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 (AXTA) report for December 23, 2025?

Axalta disclosed that its SVP, General Counsel and Corporate Secretary, Andrew Hughs, had multiple restricted stock unit and performance share unit awards vest and be exercised into common shares on December 23, 2025, resulting in direct ownership of 23,365 common shares.

How many Axalta (AXTA) shares does the reporting person hold after these transactions?

Following the reported transactions on December 23, 2025, the executive beneficially owns 23,365 Axalta common shares in direct form.

Why were Axalta executive equity awards accelerated in this Form 4 filing?

The filing states that portions of restricted stock unit and performance share unit awards originally scheduled to vest in 2026 were accelerated as part of a Section 280G mitigation effort in connection with a pending transaction between Axalta and Akzo Nobel N.V.

How were taxes handled on the Axalta (AXTA) equity vesting reported here?

Shares were withheld to satisfy tax withholding obligations associated with the vesting of restricted stock unit and performance share unit awards, with withholding transactions reported at a share price of $32.28.

What are the performance conditions on the Axalta (AXTA) performance share units in this filing?

The performance share units referenced may pay out from zero to 200% of a 943‑unit target, based on Axalta’s Adjusted EBITDA and relative total shareholder return over the performance period, with details described in Axalta’s April 24, 2024 proxy statement.

Can the accelerated Axalta (AXTA) equity vesting be reversed?

Yes. The filing notes that these accelerated vestings remain subject to a true-up once actual performance is determined and are subject to clawback if it is determined the executive would not have ultimately vested in the awards.

What role does the reporting person hold at Axalta (AXTA)?

The reporting person is an officer of Axalta Coating Systems Ltd., serving as SVP, General Counsel and Corporate Secretary.