Alex Tablin-Wolf - 23 Dec 2025 Form 4 Insider Report for Axalta Coating Systems Ltd. (AXTA)

Signature
/s/ Mark Sherman, attorney-in-fact
Issuer symbol
AXTA
Transactions as of
23 Dec 2025
Net transactions value
-$156,719
Form type
4
Filing time
29 Dec 2025, 18:06:36 UTC
Previous filing
23 Sep 2025
Next filing
05 Mar 2026

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Tablin-Wolf Alex SVP, GC and Corp. Secretary 1050 CONSTITUTION AVENUE, PHILADELPHIA /s/ Mark Sherman, attorney-in-fact 29 Dec 2025 0002003204

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AXTA Common Shares Options Exercise +1,888 +11% 19,612 23 Dec 2025 Direct F1
transaction AXTA Common Shares Tax liability $28,180 -873 -4.5% $32.28 18,739 23 Dec 2025 Direct F2
transaction AXTA Common Shares Options Exercise +3,284 +18% 22,023 23 Dec 2025 Direct F1
transaction AXTA Common Shares Tax liability $49,033 -1,519 -6.9% $32.28 20,504 23 Dec 2025 Direct F2
transaction AXTA Common Shares Options Exercise +3,500 +17% 24,004 23 Dec 2025 Direct F1
transaction AXTA Common Shares Tax liability $52,261 -1,619 -6.7% $32.28 22,385 23 Dec 2025 Direct F2
transaction AXTA Common Shares Options Exercise +1,353 +6% 23,738 23 Dec 2025 Direct F1
transaction AXTA Common Shares Tax liability $20,207 -626 -2.6% $32.28 23,112 23 Dec 2025 Direct F2
transaction AXTA Common Shares Options Exercise +471 +2% 23,583 23 Dec 2025 Direct F1
transaction AXTA Common Shares Tax liability $7,037 -218 -0.92% $32.28 23,365 23 Dec 2025 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AXTA Restricted Stock Units Options Exercise $0 -1,888 -100% $0.000000 0 23 Dec 2025 Common Shares 1,888 Direct F1, F3, F8
transaction AXTA Restricted Stock Units Options Exercise $0 -3,284 -50% $0.000000 3,284 23 Dec 2025 Common Shares 3,284 Direct F1, F4, F8
transaction AXTA Restricted Stock Units Options Exercise $0 -3,500 -33% $0.000000 7,000 23 Dec 2025 Common Shares 3,500 Direct F1, F5, F8
transaction AXTA Performance Share Units Options Exercise $0 -1,353 -100% $0.000000 0 23 Dec 2025 Common Shares 1,353 Direct F1, F6, F8
transaction AXTA Performance Share Units Options Exercise $0 -471 -100% $0.000000 0 23 Dec 2025 Common Shares 471 Direct F1, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Restricted stock units and performance share units each convert into common shares on a one-for-one basis.
F2 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.
F3 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").
F4 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.
F5 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.
F6 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.
F7 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.
F8 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.