AXTA Filings — Axalta Coating Systems Ltd. - FilingSpy
AXTA
Axalta Coating Systems Ltd.
A maker of liquid and powder coatings for cars and industry, Axalta supplies paints and finishes to auto body repair shops and vehicle manufacturers around the world under brands like Cromax, Standox, Spies Hecker, and Alesta. Its roots reach back to a German carriage-coating firm founded in 1866 that later became part of DuPont; the business was carved out and rebranded "Axalta" in 2013, a name chosen partly so it would sit at the top of the alphabet.
Axalta shareholders approve all-stock merger of equals with AkzoNobel at special meeting
At a special general meeting on August 5, 2026, Axalta shareholders approved the Merger Proposal with AkzoNobel, with approximately 83.45% of shares entitled to vote cast in favor.
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The Bye-Laws Proposal, amending Axalta's bye-laws to require a majority of votes cast for merger approvals, was approved with approximately 83.58% of shares entitled to vote in favor.
The nonbinding Advisory Compensation Proposal related to executive compensation in connection with the merger was approved with approximately 81.22% of shares entitled to vote in favor.
The Adjournment Proposal was not submitted because sufficient votes were present to approve the Merger Proposal.
Completion of the merger remains subject to regulatory approvals and other customary conditions, with expected closing in late 2026 to early 2027.
5.07 Submission of Matters to a Vote of Security Holders · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Axalta supplements proxy statement for AkzoNobel merger, updates governance terms
Axalta filed supplemental disclosures to its definitive proxy statement for the proposed merger with AkzoNobel, following the Second Amendment to the Merger Agreement dated July 23, 2026.
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The supplemental disclosures update terms related to the post-completion MergeCo Board, including director terms, voting thresholds, and succession provisions.
The changes do not affect the consideration to be paid to Axalta shareholders or the timing of the special meeting scheduled for August 5, 2026.
The Axalta Board continues to unanimously recommend voting 'FOR' all proposals at the special meeting.
The merger involves Axalta merging with AkzoNobel subsidiaries, with AkzoNobel Sub 2 as the surviving entity.
8.01 Other Events · 9.01 Financial Statements and Exhibits
Axalta reports Q2 2026 net sales of $1.35B, record Adjusted EBITDA of $305M
Net sales increased 3% year over year to $1.35 billion for the second quarter ended June 30, 2026.
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Net income was $89 million with a net income margin of 6.6%; diluted EPS was $0.41.
Adjusted EBITDA reached a record $305 million, with Adjusted EBITDA margin of 22.7%, up 30 basis points year over year.
Adjusted Diluted EPS was a record $0.72, up 13% year over year.
For Q3 2026, Axalta projects Adjusted EBITDA of $295-$305 million and Adjusted Diluted EPS of ~$0.70; for FY 2026, Adjusted EBITDA of $1,140-$1,170 million and Adjusted Diluted EPS of $2.55-$2.70.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits
Axalta and AkzoNobel amend merger agreement to revise post-merger governance terms
The amendment provides for annual re-election of all MergeCo directors after the initial three-year post-merger period.
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On July 23, 2026, Axalta entered into Amendment No. 2 to the Merger Agreement with AkzoNobel and its subsidiaries.
During the initial three years, a two-thirds vote of non-executive directors is required for director appointments/dismissals, CEO/Deputy CEO/CFO changes, Chair/Vice Chair designations, and remuneration policy amendments.
The original Merger Agreement was entered into on November 18, 2025, and previously amended on May 27, 2026, with joinder agreements on July 13, 2026.
The amendment was announced via a joint press release on the same date.
1.01 Entry into a Material Definitive Agreement · 8.01 Other Events · 9.01 Financial Statements and Exhibits
Axalta shareholders elect nine directors and approve PwC as auditor and Say on Pay at 2026 AGM.
Axalta Coating Systems Ltd. held its 2026 Annual General Meeting of Members on June 3, 2026.
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All nine director nominees were elected, each for a term expiring at the 2027 AGM; votes for ranged from 168,990,869 to 177,247,432.
Shareholders approved the appointment of PricewaterhouseCoopers LLP as independent auditor until the 2027 AGM, with 178,516,805 votes for and 4,352,198 against.
The Say on Pay proposal for 2025 executive compensation was approved with 175,746,487 votes for and 2,013,619 against.
The report was filed under Item 5.07 to disclose the results of these shareholder votes.
5.07 Submission of Matters to a Vote of Security Holders
Axalta and AkzoNobel amend merger agreement to add second Bermuda subsidiary and second merger step.
On May 27, 2026, Axalta and AkzoNobel entered into Amendment No. 1 to the Merger Agreement originally signed November 18, 2025.
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The amendment adds a second Bermuda subsidiary (AkzoNobel Sub 2) as direct parent of the original subsidiary, and provides for a second merger of the surviving company into AkzoNobel Sub 2.
The changes are intended to optimize tax integration of Axalta and AkzoNobel, without changing tax consequences for Axalta shareholders.
The amendment also adjusts the process for appointing or nominating independent directors to the MergeCo board.
All other terms of the original Merger Agreement remain unchanged and in full force.
1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits