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BCS

Current Report · Items 1.01, 8.01, 9.01 · 8-K

Axalta Coating Systems Ltd.

AXTANYSEEQUITYCurrent

Entry into a Material Definitive Agreement · Other Events

Item 1.01 Entry into a Material Definitive Agreement. Amendment No. 2 to Merger Agreement As previously disclosed, 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 “Original Merger Agreement”) with Akzo Nobel N.V., a public company with limited liability (naamloze vennoots…

Filed Jul 23, 2026Accepted Jul 23, 2026, 9:04 AM EDTCIK 1616862Accession 0001193125-26-313418
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Company context

Axalta is a global leader in the coatings industry, providing customers with innovative, colorful, beautiful and sustainable coatings solutions. From light vehicles, commercial vehicles and refinish applications to electric motors, building facades and other industrial applications, our coatings are designed to prevent corrosion, increase productivity and enhance durability. With more than 150 years of experience in the coatings industry, the global team at Axalta continues to find ways to serve our more than 100,000 customers in over 140 countries better every day with the finest coatings, application systems and technology. For more information visit axalta.com and follow us on LinkedIn.

Current securities

Recent company filings

  1. 425 filingOct 29, 2026
  2. 425 filingOct 29, 2026
  3. 425 filingOct 29, 2026
  4. 10-Q filingOct 29, 2026
  5. Results of Operations and Financial ConditionOct 29, 2026

Registered securities in this filing

AXALTA COATING SYSTEMS LTD. · 8-K · Filed 2026-07-23

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Shares, $1.00 par value

Symbol
AXTA
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: duration_2026-07-23_to_2026-07-23

Dimensions: Not supplied

Accession 000119312526313418 · 1 registered-security cover member

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Disclosure sections

Items 1.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. Amendment No. 2 to Merger Agreement As previously disclosed, 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 “Original 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 Mergers, “MergeCo”), which was subsequently amended by that certain Amendment No. 1 to Merger Agreement, dated May 27, 2026 (the “First Amendment”), by and between the Company and AkzoNobel, that certain Joinder Agreement, dated July 13, 2026 (the “AkzoNobel Sub Joinder Agreement”), by and among the Company, AkzoNobel and Eagles MergeCo Ltd, an exempted company incorporated under the laws of Bermuda (“AkzoNobel Sub”), and that certain Joinder Agreement, dated July 13, 2026 (together with the AkzoNobel Sub Joinder Agreement, the “Joinder Agreements”), by and among the Company, AkzoNobel and Eagles Holding Ltd, an exempted company incorporated under the laws of Bermuda (“AkzoNobel Sub 2”) (the Original Merger Agreement as amended by the First Amendment and the Joinder Agreements, the “Merger Agreement”), pursuant to which, among other things, AkzoNobel Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving company of the Merger, and the Company will be merged with and into AkzoNobel Sub 2, (the “Second Merger” and, together with the Merger, the “Mergers”), with AkzoNobel Sub 2 continuing as the surviving company of the Second Merger. On July 23, 2026, the Company entered into Amendment No. 2 to Merger Agreement (the “Second Amendment”) with AkzoNobel, AkzoNobel Sub and AkzoNobel Sub 2, which amends the Merger Agreement to provide for (i) annual re-election of all MergeCo directors following the initial three-year period after completion of the Mergers and (ii) a revised approval threshold applicable during the initial three-year period after completion of the Mergers of two-thirds of MergeCo non-executive directors for (a) any proposal to the general meeting regarding the appointment and dismissal of MergeCo directors, (b) the appointment and removal of the CEO, Deputy CEO and CFO, (c) designation of the Chair and Vice Chair titles and (d) amendments to the remuneration policy. Except to the extent expressly modified by the Second Amendment, the provisions of the Original Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 18, 2025, as amended by the First Amendment, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on May 27, 2026, and the Joinder Agreements remain unmodified and in full force and effect. The foregoing description of the Second Amendment is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Second Amendment, which is attached as Exhibit 2.1 to this report and incorporated by reference herein. The Second Amendment and the above description have been included to provide investors and security holders with information regarding the terms of the Second Amendment. They are not intended to provide any other factual information about the Company, AkzoNobel or their respective subsidiaries or affiliates or equityholders.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events On July 23, 2026, the Company and AkzoNobel issued a joint press release to announce the modification of certain governance arrangements, which were effected pursuant to the Second Amendment. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Filed exhibits (1)
EX-99.1 (by filename) d135458dex991.htm

EX-99.1 3 d135458dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Media release July 23, 2026 AkzoNobel and Axalta enhance governance arrangements following shareholder dialogue (AKZA; AKZOY) Amsterdam and Philadelphia, July 23 - Akzo Nobel N.V. (“AkzoNobel”) and Axalta Coating Systems Ltd. (“Axalta”) today announced enhancements to the proposed governance arrangements for the combined company following completion of their pending merger of equals. Since announcing the proposed all-share merger of equals and convening of the AkzoNobel EGM and Axalta SGM, AkzoNobel and Axalta have engaged extensively with shareholders and other stakeholders on the governance of the combined company. That dialogue has led to the following refinements: Annual re-election of all Directors following the initial three-year period after completion (previously contemplated following a five-year period after completion); and Approval threshold applicable during the initial three-year period after completion of two-thirds of Non-Executive Directors (previously contemplated as 75%) for (i) any proposal to the general meeting regarding the appointment and dismissal of Directors, (ii) the appointmen…

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