Form 4 for AXTA Axalta Coating Systems Ltd.
Accepted 2025-12-29 00:00:00 ET · period of report 2025-12-23 · accession 0000950157-25-001037 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2025-12-29 | 2025-12-23 | AXTA | Tufano Amy | SVP, CHRO | M - OptEx | — | +9,476 | 16.2K | +140% | — |
| DM | 2025-12-29 | 2025-12-23 | AXTA | Tufano Amy | SVP, CHRO | F - Tax | $32.28 | -4,354 | 15.2K | -22% | -$140.5K |
| DM | 2025-12-29 | 2025-12-23 | AXTA | Tufano Amy | SVP, CHRO | M - OptEx | $0.00 | -9,476 | 5,444 | -64% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Shares | 2025-12-23 | M | A | 1,564 | — | 19,611 | D | — | — | (F1) Restricted stock units and performance share units each convert into common shares on a one-for-one basis. |
| 2 | Common | Common Shares | 2025-12-23 | F | D | 719 | $32.28 | 18,892 | D | — | — | (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. |
| 3 | Common | Common Shares | 2025-12-23 | M | A | 545 | — | 19,437 | D | — | — | (F1) Restricted stock units and performance share units each convert into common shares on a one-for-one basis. |
| 4 | Common | Common Shares | 2025-12-23 | F | D | 251 | $32.28 | 19,186 | D | — | — | (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. |
| 5 | Common | Common Shares | 2025-12-23 | F | D | 1,250 | $32.28 | 18,047 | D | — | — | (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. |
| 6 | Common | Common Shares | 2025-12-23 | M | A | 2,722 | — | 19,297 | D | — | — | (F1) Restricted stock units and performance share units each convert into common shares on a one-for-one basis. |
| 7 | Common | Common Shares | 2025-12-23 | F | D | 1,132 | $32.28 | 16,575 | D | — | — | (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. |
| 8 | Common | Common Shares | 2025-12-23 | M | A | 2,463 | — | 17,707 | D | — | — | (F1) Restricted stock units and performance share units each convert into common shares on a one-for-one basis. |
| 9 | Common | Common Shares | 2025-12-23 | M | A | 2,182 | — | 16,246 | D | — | — | (F1) Restricted stock units and performance share units each convert into common shares on a one-for-one basis. |
| 10 | Common | Common Shares | 2025-12-23 | F | D | 1,002 | $32.28 | 15,244 | D | — | — | (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. |
| 11 | Derivative | Performance Share Units | 2025-12-23 | M | D | 545 | $0.00 | 0 | D | — · — to — | 545 Common Shares | (F1) Restricted stock units and performance share units each convert into common shares on a one-for-one basis. (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 (1,090) 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. |
| 12 | Derivative | Performance Share Units | 2025-12-23 | M | D | 1,564 | $0.00 | 0 | D | — · — to — | 1,564 Common Shares | (F1) Restricted stock units and performance share units each convert into common shares on a one-for-one basis. (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 (1,090) 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. |
| 13 | Derivative | Restricted Stock Units | 2025-12-23 | M | D | 2,463 | $0.00 | 2,464 | D | — · — to — | 2,463 Common Shares | (F1) Restricted stock units and performance share units each convert into common shares on a one-for-one basis. (F4) On February 28, 2024, the reporting person was granted 7,390 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. |
| 14 | Derivative | Restricted Stock Units | 2025-12-23 | M | D | 2,182 | $0.00 | 0 | D | — · — to — | 2,182 Common Shares | (F1) Restricted stock units and performance share units each convert into common shares on a one-for-one basis. (F3) On February 28, 2023, the reporting person was granted 6,544 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"). |
| 15 | Derivative | Restricted Stock Units | 2025-12-23 | M | D | 2,722 | $0.00 | 5,444 | D | — · — to — | 2,722 Common Shares | (F1) Restricted stock units and performance share units each convert into common shares on a one-for-one basis. (F5) On March 4, 2025, the reporting person was granted 8,166 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. |