Axalta Coating Systems Ltd. Enters Material Definitive Agreement

TL;DR

Axalta just signed a big deal, filing an 8-K. Details to come.

AI Summary

Axalta Coating Systems Ltd. announced on November 18, 2025, that it has entered into a material definitive agreement. The company, incorporated in Bermuda with principal executive offices in Philadelphia, PA, filed an 8-K report detailing this event. Further specifics regarding the agreement, including parties involved and financial terms, are expected to be disclosed.

Why It Matters

This filing indicates a significant business transaction for Axalta Coating Systems Ltd., which could impact its future operations, financial performance, and stock value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which suggests a significant event that could carry substantial financial or operational implications, but the lack of specific details in this initial report warrants a medium risk assessment.

Key Players & Entities

• Axalta Coating Systems Ltd. (company) — Registrant
• November 18, 2025 (date) — Date of Report
• Philadelphia, PA (location) — Principal Executive Offices
• 1050 Constitution Avenue (address) — Business Address

FAQ

Key Financial Figures

• $1.00 — ction 12(b) of the Act: Common Shares, $1.00 par value AXTA New York Stock Excha

Filing Documents

• d45746d8k.htm (8-K) — 65KB
• d45746dex21.htm (EX-2.1) — 1119KB
• d45746dex991.htm (EX-99.1) — 51KB
• d45746dex992.htm (EX-99.2) — 41KB
• g45746ex99_2p10g1.jpg (GRAPHIC) — 300KB
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• g45746ex99_2p18g1.jpg (GRAPHIC) — 43KB
• g45746ex99_2p19g1.jpg (GRAPHIC) — 112KB
• g45746ex99_2p1g1.jpg (GRAPHIC) — 458KB
• g45746ex99_2p2g1.jpg (GRAPHIC) — 594KB
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• g45746ex99_2p4g1.jpg (GRAPHIC) — 154KB
• g45746ex99_2p5g1.jpg (GRAPHIC) — 297KB
• g45746ex99_2p6g1.jpg (GRAPHIC) — 313KB
• g45746ex99_2p7g1.jpg (GRAPHIC) — 438KB
• g45746ex99_2p8g1.jpg (GRAPHIC) — 176KB
• g45746ex99_2p9g1.jpg (GRAPHIC) — 370KB
• 0001193125-25-285351.txt ( ) — 9102KB
• axta-20251118.xsd (EX-101.SCH) — 3KB
• axta-20251118_lab.xml (EX-101.LAB) — 17KB
• axta-20251118_pre.xml (EX-101.PRE) — 11KB
• d45746d8k_htm.xml (XML) — 3KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 18, 2025 AXALTA COATING SYSTEMS LTD. (Exact name of registrant as specified in its charter) Bermuda 001-36733 98-1073028 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1050 Constitution Avenue , Philadelphia , PA 19112 (Address of principal executive offices) (Zip Code) (855) 547-1461 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Common Shares, $1.00 par value AXTA New York Stock Exchange (Title of class) (Trading symbol) (Exchange on which registered) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01 Entry into a Material Definitive Agreement. Merger Agreement On November 18, 2025, Axalta Coating Systems Ltd., an exempted company incorporated under the laws of Bermuda ("Axalta" or the "Company"), entered into a Merger Agreement (the "Merger Agreement") with Akzo Nobel N.V., a public company with limited liability ( naamloze vennootschap ) incorporated under the laws of the Netherlands ("AkzoNobel" and, after giving effect to the Merger, "MergeCo"). The Merger Agreement provides for, among other things, the combination of Axalta and AkzoNobel in an all-stock merger of equals upon the terms and subject to the conditions set forth therein. The board of directors of the Company (the "Company Board") and both the supervisory board and the board of management of AkzoNobel (collectively, the "AkzoNobel Boards") have each unanimously approved the Merger Agreement, the Merger (as defined below) and the other transactions contemplated by the Merger Agreement, including, in the case of AkzoNobel, the issuance of AkzoNobel Ordinary Shares (as defined below) as Merger Consideration (as defined below) and, in the case of Axalta, the amendment to the Company's Second Amended and Restated Bye-laws as set forth in the Merger Agreement. MergeCo will be dual-headquartered in Amsterdam, the Netherlands and Philadelphia, Pennsylvania and listed on the New York Stock Exchange and Euronext Amsterdam (with delisting from Euronext Amsterdam to be effected on or as soon as practicable following the effective time of the Merger (the "Effective Time")). Under the terms of the Merger Agreement, each equity award of the Company, consisting of stock options, restricted stock units and performance share units, that is outstanding immediately prior to the Effective Time will generally be converted into an equivalent AkzoNobel equity award subject to the same terms and conditions as applied prior to the Effective Time, except that performance share units will be converted into solely time-vesting restricted stock units. The number of AkzoNobel Ordinary Shares subject to each converted equity award will be equal to the number of Company Ordinary Shares subject to such award immediately prior to the Effective Time, with the number of Company Ordinary Shares subject to any performance share unit determined based on the greater of target and actual performance measured through the Effective Time, multiplied by the Exchange Ratio, and the exercise price of each converted stock option will be equal to the exercise price of the Company stock option divided by the Exchange Ratio. Notwithstanding the foregoing, each restricted stock unit or performance share unit of the Company that (i) is vested as of immediately prior to the Effective Time, (ii) is held by a non-employee member of the Company Board or a former service provider of the Company, or (iii) is subject to a performance period that has been completed as of i

View Full Filing

View this 8-K filing on SEC EDGAR