Axalta Coating Systems Ltd.

Specialty Chemicals • Basic Materials • Philadelphia, PA, United States • AXTA (NYQ)

855 547 1461 1050 Constitution Avenue, Philadelphia, PA 19112, United States

Quarter: Q4 2025 Reported: November 18, 2025 Sentiment: Positive

Axalta Coating Systems Ltd., through its subsidiaries, manufactures, markets, and distributes high-performance coatings systems in North America, Europe, the Middle East, Africa, the Asia Pacific, and Latin America. The company operates through two segments, Performance Coatings and Mobility Coatings. It also offers water and solvent-borne products and systems to repair damaged vehicles for independent body shops, multi-shop operators, and original equipment manufacturer (OEM) dealership body shops. In addition, the company provides functional and decorative liquid, and powder coatings for building materials, cabinet, wood and luxury vinyl flooring, and furniture applications under the Imron Industrial, Tufcote Industrial, Corlar Industrial, Strenex Industrial, PercoTop, Voltatex, AquaEC, Durapon, Hydropon, UNRIVALED, Ceranamel, Alesta, Teodur, Nap-Gard, Abcite, and Plascoat brands. Further, it develops and supplies electrocoat, primer, the basecoat, and clearcoat products for OEMs of light and commercial vehicles; and coatings systems for various commercial applications, including HDT, MDT, bus, rail, motorcycles, marine and aviation, trailers, recreational vehicles, and personal sport vehicles under the Imron, Imron Elite, Centari, Rival, Corlar epoxy undercoats, and AquaEC brands. The company also offers products under the Audurra, Abcite, Alesta, AquaEC, Axalta Irus Mix, Axalta Irus Scan, Axalta NextJet, Axalta Nimbus, Centari, Ceranamel, Challenger, Chemophan, ColorNet, Cromax, Cromax Mosaic, Durapon 70, Duxone, Harmonized Coating Technologies, Hydropon, Imron ExcelPro, Imron Elite, Imron, Lutophen, Nap-Gard, Nason, Spies Hecker, Standox, Stollaquid, Syntopal, Syrox, Raptor, Rival, U-POL, and Vermeera brands. The company was formerly known as Axalta Coating Systems Bermuda Co., Ltd. and changed its name to Axalta Coating Systems Ltd. in August 2014. Axalta Coating Systems Ltd. was founded in 1866 and is headquartered in Philadelphia, Pennsylvania.

Analysis Summary

Axalta Coating Systems Ltd. and AkzoNobel N.V. have announced a definitive 'merger of equals' agreement, creating a new combined entity, MergeCo, through an all-stock transaction. Under the terms, each outstanding Axalta ordinary share will be converted into the right to receive 0.6539 AkzoNobel ordinary shares. Prior to the merger's effective time, AkzoNobel will pay its shareholders a special cash dividend of €2.5 billion, adjusted for certain regular dividends. The transaction has received unanimous approval from the boards of both companies, signaling strong confidence in the strategic rationale.

Strategically, the merger aims to create a global leader in the coatings industry, leveraging the complementary strengths of both companies. MergeCo will operate with dual headquarters in Amsterdam, Netherlands, and Philadelphia, Pennsylvania, and its shares will be listed on both the New York Stock Exchange and Euronext Amsterdam. A new one-tier board of directors will comprise eleven members, with four nominated by Axalta, four by AkzoNobel, and three jointly nominated independent directors. Key leadership roles have been designated: Grégoire Poux-Guillaume (current AkzoNobel CEO) will serve as MergeCo's CEO, Rakesh Sachdev (current Axalta Chair) as non-executive chair, Chris Villavarayan (current Axalta CEO) as deputy CEO, and Carl Anderson (current Axalta CFO) as MergeCo's CFO.

The merger is subject to several customary closing conditions, including obtaining shareholder approvals from both Axalta and AkzoNobel, securing necessary regulatory clearances without materially burdensome conditions, the declaration and payment of the Pre-Completion Distribution, and the effectiveness of the Form F-4 registration statement with the SEC. Equity awards for both companies will generally convert into equivalent MergeCo awards, with performance-based units converting to time-vesting restricted stock units. The Merger Agreement includes reciprocal termination fees of €150 million under specific circumstances, such as a change in board recommendation or entering into a superior proposal. The overall sentiment is highly positive, driven by the strategic alignment and anticipated synergies, though the extensive list of closing conditions and integration challenges present inherent risks.

Key Highlights

• Axalta and AkzoNobel announced an all-stock 'merger of equals' to create MergeCo.
• Axalta shareholders will receive 0.6539 AkzoNobel ordinary shares per Axalta share.
• AkzoNobel shareholders will receive a €2.5 billion pre-completion special cash dividend.
• MergeCo will be dual-headquartered in Amsterdam and Philadelphia, listed on NYSE and Euronext Amsterdam.
• New leadership structure includes Grégoire Poux-Guillaume as CEO and Rakesh Sachdev as non-executive chair.
• The merger received unanimous approval from both Axalta and AkzoNobel boards.
• Closing is subject to shareholder approvals, regulatory clearances, and other customary conditions, with an outside date of May 18, 2027.

Financial Metrics

eps

YoY: N/A - This document details a merger agreement, not quarterly earnings.

revenue

YoY: N/A - This document details a merger agreement, not quarterly earnings.

guidance

net income

YoY: N/A - This document details a merger agreement, not quarterly earnings.

Stock Performance (90 Days)

Data through Dec 29, 2025

Layoff Events

Earnings Calls

Positive Signals

• Unanimous board approval from both Axalta and AkzoNobel.
• Detailed governance structure and leadership roles for MergeCo established.
• Support Agreement with Stichting AkzoNobel for priority shares ensures smooth transition.
• Clear plan for equity award conversion and shareholder distributions.
• Dual listing on NYSE and Euronext Amsterdam indicates broad market access and confidence.

Risks & Concerns

— Failure to obtain required shareholder approvals from either company.
— Delays or failure to obtain necessary regulatory clearances, or imposition of materially burdensome conditions.
— Inability to achieve anticipated synergies and value creation from the integration.
— Diversion of management's time and attention on transaction-related issues.
— Potential for competing offers or acquisition proposals before closing.
— Risk of credit rating declines for either company post-transaction.
— Inability to retain or hire key personnel during and after the merger process.