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Axalta Coating Systems Ltd. VP, Finance & CAO Anthony Massey converted 2,071 restricted stock units into an equal number of common shares on August 1, 2026. The restricted stock units convert into common shares on a one-for-one basis.
In connection with the vesting, 641 common shares were withheld at $35.8100 per share to satisfy tax withholding obligations, with the transactions reported as directly owned. The units exercised relate to a 6,211-unit restricted stock grant originally awarded on August 1, 2023, vesting in three equal annual installments. These transactions were not reported as made under a Rule 10b5-1 trading plan.
Axalta Coating Systems Ltd. reported Q2 2026 net sales of $1,346 million, up 3.1% year over year, while net income attributable to common shareholders declined to $89 million and diluted EPS to $0.41, reflecting higher merger and acquisition-related costs and increased freight and other operating charges.
For the first half of 2026, net sales rose to $2,600 million and Segment Adjusted EBITDA edged up to $564 million, as lower variable input costs and currency tailwinds offset softer volumes, particularly in North America Performance Coatings, and less favorable price/mix in Mobility Coatings. Axalta generated $220 million of operating cash flow, ended June with $633 million in cash and cash equivalents, and reduced 2029 Dollar Term Loans by $125 million, bringing total borrowings, net, to $3,068 million. The company is pursuing an all-stock merger with Akzo Nobel N.V., under which each Axalta share would convert into 0.6539 AkzoNobel ordinary shares; shareholder votes are scheduled for August 5, 2026, and the companies expect closing in late 2026 to early 2027, subject to approvals.
Axalta Coating Systems reported record Q2 2026 performance while preparing for a merger of equals with AkzoNobel. Net sales rose 3% year-over-year to just under $1.35 billion, with record adjusted EBITDA of $305 million and an adjusted EBITDA margin of 22.7%. Adjusted diluted EPS reached a quarterly record of $0.72, up 13% year-over-year, and adjusted net income increased 10% to $153 million.
Cash generation remained strong with $152 million from operations and $107 million in free cash flow, while gross debt was reduced by $80 million and net leverage improved to a record-low 2.2x. GAAP net income declined to $89 million, mainly due to $31 million of merger-related costs. Performance Coatings net sales grew 4% and Mobility Coatings achieved record Q2 net sales of $474 million. Management reaffirmed full-year 2026 guidance and guided Q3 adjusted EBITDA to $295–$305 million and adjusted EPS of about $0.70. Shareholders are scheduled to vote on the AkzoNobel merger on August 5, with expected annual cost synergies of about $600 million, roughly 90% targeted within three years after closing.
Axalta Coating Systems Ltd. reports mixed Q2 2026 results while progressing its proposed merger of equals with Akzo Nobel N.V. Reported net income fell by $21 million year over year to $89 million, yielding a 6.6% net margin, largely due to an additional $31 million of merger and acquisition costs.
Excluding these expenses, performance improved: adjusted net income rose 10% to $153 million, and adjusted EBITDA increased 5% to a record $305 million, with a 22.7% margin, up 30 basis points. Diluted EPS declined from $0.50 to $0.41, while adjusted diluted EPS reached a record $0.72, up 13%, supported by higher sales conversion and lower interest expense.
Operating cash flow was $152 million, up 7%, and free cash flow was $107 million, up $6 million year over year even after merger-related headwinds. Management highlights an August 5 Special General Meeting where Axalta shareholders are asked to approve the proposed merger, described as creating a premier global coatings company with value creation opportunities.
Axalta Coating Systems Ltd. reports Q2 2026 net sales of $1,346 million, up 3% from Q2 2025. Net income was $89 million, down 19%, reflecting an incremental $31 million of merger and acquisition costs primarily tied to the proposed merger with AkzoNobel.
Adjusted EBITDA rose to $305 million, up 5% with a 22.7% margin, and adjusted diluted EPS increased 13% to $0.72. Operating cash flow was $152 million and free cash flow $107 million, both improving year over year. Management cites foreign currency translation, acquisitions and positive price/mix, partially offset by lower volumes, as key drivers.
Axalta and AkzoNobel target completion of their merger of equals in late 2026–early 2027, contingent on regulatory approvals and shareholder votes on August 5, 2026. The combination is expected to deliver approximately $600 million in identified pre-tax run-rate cost synergies, with about 90% captured within three years post-close and a targeted 100–200 bps revenue synergy uplift above the industry.
Axalta Coating Systems reported Q2 2026 net sales of $1.35 billion, up 3% year over year, driven by favorable foreign currency, contributions from acquisitions and positive price mix. Net income was $89 million, down from $110 million, as $31 million of additional merger and acquisition costs reduced GAAP earnings. Adjusted net income rose 10% to $153 million and Adjusted EBITDA reached a record $305 million with a 22.7% margin. Adjusted diluted EPS was a record $0.72, up 13%, while diluted EPS declined to $0.41.
Free cash flow was $107 million, up 6%, with cash from operations of $152 million and total net leverage at 2.2x, the lowest in Axalta’s history. Performance Coatings delivered $872 million of net sales and a 25.1% Adjusted EBITDA margin; Mobility Coatings achieved record net sales of $474 million and an 18.4% Adjusted EBITDA margin. For Q3 2026, Axalta projects low single digit net sales growth, Adjusted EBITDA of $295–$305 million and Adjusted diluted EPS of about $0.70, and for full-year 2026 Adjusted EBITDA of $1.14–$1.17 billion and Adjusted diluted EPS of $2.55–$2.70. Axalta also referenced the August 5 special general meeting to approve its proposed merger of equals with AkzoNobel.
Axalta Coating Systems Ltd. and Akzo Nobel N.V. amended their existing Merger Agreement through Amendment No. 2, dated July 23, 2026, to refine governance for their pending all‑share merger of equals. The amendment provides that, after an initial three‑year period following completion of the mergers, all directors of the combined company (MergeCo) will stand for annual re‑election. During that initial three‑year period, certain key decisions require approval by at least two‑thirds of the non‑executive directors, including proposals on appointing or dismissing MergeCo directors, appointing or removing the CEO, Deputy CEO and CFO, designating the Chair and Vice Chair titles, and amending the remuneration policy.
The attached revised Schedule 11 sets out detailed governance terms, including an initial 11‑member one‑tier board composed of 2 executive and 9 non‑executive directors, a dual headquarters in Amsterdam and Philadelphia, Dutch tax residency, and no anti‑takeover foundation or priority share structure. It also allocates nomination rights between Axalta and AkzoNobel for specified board and ExCo roles in the initial years and clarifies General Meeting powers, such as allowing shareholders holding at least 3% of issued share capital to add items to the agenda. A joint press release states these changes follow shareholder and stakeholder dialogue and confirms that the AkzoNobel EGM and Axalta SGM scheduled for August 5, 2026 will proceed with their existing agendas.
Axalta Coating Systems Ltd. entered into Amendment No. 2 to its Merger Agreement with Akzo Nobel N.V., refining governance for their pending all-share merger of equals. The amendment introduces annual re-election of all MergeCo directors after the initial three-year period following completion of the mergers.
During that initial three-year period, it requires approval by two-thirds of MergeCo non-executive directors for proposals on director appointments and dismissals, appointment and removal of the CEO, Deputy CEO and CFO, designation of Chair and Vice Chair titles, and amendments to the remuneration policy. A joint press release states these changes follow shareholder dialogue, do not require changes to the proposed articles of association, and leave the AkzoNobel EGM and Axalta SGM planned for August 5, 2026 and their agendas unaffected.