Axalta Coating Systems Ltd.

12/29/2025 | Press release | Distributed by Public on 12/29/2025 17:07

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Tablin-Wolf Alex
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
(Last) (First) (Middle)
1050 CONSTITUTION AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
12/23/2025
(Street)
PHILADELPHIA, PA 19112
4. If Amendment, Date 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
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tablin-Wolf Alex
1050 CONSTITUTION AVENUE
PHILADELPHIA, PA 19112
SVP, GC and Corp. Secretary

Signatures

/s/ Mark Sherman, attorney-in-fact 12/29/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Axalta Coating Systems Ltd. published this content on December 29, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 29, 2025 at 23:07 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]