Axalta Coating Systems Ltd.

Item 8.01 Other Events. 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”), 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”), and that certain Amendment No. 2 to Merger Agreement, dated July 23, 2026 (the “Second Amendment” and, together with the First Amendment, the “Amendments”), by and among the Company, AkzoNobel, AkzoNobel Sub and AkzoNobel Sub 2 (the Original Merger Agreement as amended by the Amendments 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. In connection with the Merger, on May 28, 2026, AkzoNobel filed a registration statement on Form F-4, which included a preliminary proxy statement of Axalta (the “Preliminary Proxy Statement”), with the Securities and Exchange Commission (the “SEC”) and, on June 24, 2026, Axalta filed a definitive proxy statement (as supplemented, the “Definitive Proxy Statement”) with the SEC, in each case, with respect to the special meeting of Axalta’s shareholders (the “Special Meeting”) scheduled to be held virtually on August 5, 2026 at 9:00 a.m. (Eastern Time), via the internet at www.proxydocs.com/AXTA. Additional information about how to attend the Special Meeting is contained in the Definitive Proxy Statement. As further described herein, Axalta has determined to voluntarily make certain supplemental disclosures to the Definitive Proxy Statement. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein or in the Definitive Proxy Statement. The supplemental disclosures set forth in this Current Report on Form 8-K supplement and update the disclosures contained in the Definitive Proxy Statement and should be read in conjunction with the disclosures contained in the Definitive Proxy Statement, which should be read in its entirety. To the extent that information in this Current Report on Form 8-K differs from or updates information contained in the Definitive Proxy Statement, the information in this Current Report on Form 8-K shall supersede or supplement such information in the Definitive Proxy Statement. All page references in the information below are to pages in the Definitive Proxy Statement, and all terms used but not defined below shall have the meanings set forth in the Definitive Proxy Statement. In the following supplemental disclosures, new text within amended and supplemented paragraphs from the Definitive Proxy Statement is bold and underlined, while deleted text is stricken-through, where applicable. Except as specifically noted herein, the information set forth in the Definitive Proxy Statement remains unchanged. Such supplemental disclosures will not change the consideration to be paid to Axalta’s shareholders in connection with the transactions contemplated by the Merger Agreement or the timing of the Special Meeting. The Axalta Board continues to unanimously recommend that you vote “FOR” each of the proposals to be voted on at the Special Meeting described in the Definitive Proxy Statement, including the proposal to approve and adopt the Merger Agreement. If you have not already submitted a proxy for use at the Special Meeting, you are urged to do so promptly. This Current Report on Form 8-K does not affect the validity of any proxy card or voting instructions that Axalta shareholders may have previously received or delivered. No action is required by any Axalta shareholder who has previously delivered a proxy or voting instructions and who does not wish to revoke or change such proxy or voting instructions. Supplemental Disclosures to Definitive Proxy Statement - Second Amendment In connection with the Second Amendment, in order to update and supplement information contained in the Definitive Proxy Statement, Axalta has determined to make the following supplemental disclosures to the Definitive Proxy Statement. The disclosure in the section entitled “Frequently Used Terms”, beginning on page 1 of the Definitive Proxy Statement, is hereby amended and supplemented as follows: The following terms are added to the list of terms set forth in the section of the Definitive Proxy Statement entitled “Frequently Used Terms” in alphabetical order therein: “first merger agreement amendment” refers to Amendment No. 1 to Merger Agreement, dated as of May 27, 2026, by and between AkzoNobel and Axalta. “joinder agreements” refers to the Joinder Agreement, dated July 13, 2026, by and among Axalta, AkzoNobel and Merger Sub, and the Joinder Agreement, dated July 13, 2026, by and among Axalta, AkzoNobel and Merger Sub 2. “second merger agreement amendment” refers to Amendment No. 2 to Merger Agreement, dated as of July 23, 2026, by and among AkzoNobel, Axalta, Merger Sub and Merger Sub 2. The following terms set forth in the section of the Definitive Proxy Statement entitled “Frequently Used Terms” are hereby amended and supplemented as follows: “merger agreement” refers to the Merger Agreement, dated as of November 18, 2025, by and between AkzoNobel and Axalta, as amended by the merger agreement amendments and the joinder agreements. “merger agreement amendments” refers to Amendment No. 1 to Merger Agreement, dated as of May 27, 2026, by and between AkzoNobel and Axalta the first merger agreement amendment and the second merger agreement amendment. “Merger Sub” refers to Eagles MergeCo Ltd, an exempted company limited by shares to be incorporated under the laws of Bermuda that is a direct wholly-owned subsidiary of Merger Sub 2. “Merger Sub 2” refers to Eagles Holding Ltd, an exempted company limited by shares to be incorporated under the laws of Bermuda that is wholly-owned by AkzoNobel. The disclosure in the section entitled “Questions and Answers”, beginning on page 11 of the Definitive Proxy Statement, is hereby amended and supplemented as follows: The second bullet of the second paragraph of the answer to “Q: Why am I receiving this proxy statement/prospectus?” on page 11 of the proxy statement/prospectus is hereby amended and supplemented as follows: to approve and adopt the Merger Agreement, dated as of November 18, 2025, as amended by the merger agreement amendments and as it may be further amended from time to time (the “merger agreement”), by and between Axalta and AkzoNobel, copies of which are attached as Annex A and Annex B to this proxy statement/prospectus, the Bermuda statutory merger agreements to be entered into by and among Axalta, AkzoNobel and either (i) Merger Sub or (ii) Merger Sub 2, as applicable, a copy of the form of which is attached as Annex C to this proxy statement/prospectus, and the consummation of the transactions contemplated therein, including the combination of the respective businesses of Axalta and AkzoNobel in accordance with the merger agreement (the “merger”) (such proposal, the “merger proposal”); The disclosure in the section entitled “Background of the Transaction”, beginning on page 92 of the Definitive Proxy Statement, is hereby amended and supplemented as follows: The paragraph beginning “On May 27, 2026” on page 114 of the proxy statement/prospectus is hereby amended and supplemented as follows: On May 27, 2026, representatives of Axalta and AkzoNobel executed the first merger agreement amendment, a copy of which is attached as Annex B to this proxy statement/prospectus. The following paragraphs are hereby added immediately following the paragraph beginning “On June 3, 2026” on page 114 of the Definitive Proxy Statement: On July 13, 2026, Axalta, AkzoNobel, Merger Sub and Merger Sub 2, as applicable, executed the joinder agreements. On July 23, 2026, representatives of Axalta, AkzoNobel, Merger Sub and Merger Sub 2 executed the second merger agreement amendment and Axalta and AkzoNobel issued a joint press release announcing the modification of certain governance arrangements, which were effected pursuant to the second merger agreement amendment. The disclosure in the section entitled “The Merger Agreement - Post-Completion MergeCo Board”, beginning on page 199 of the Definitive Proxy Statement, is hereby amended and supplemented as follows: The third paragraph of the section entitled “The Merger Agreement - Post-Completion MergeCo Board” on page 200 of the Definitive Proxy Statement is hereby amended and restated as follows: Each initial member of the MergeCo Board will serve an initial three-year term, with the end of such term adjusted as necessary to coincide with the date of the first annual general meeting of MergeCo held after the third anniversary of completion, except that the Deputy-Chief Executive Officer will only serve on the MergeCo Board for the first six months following completion, at which point he will resign from the MergeCo Board and be replaced by the Chief Financial Officer who will serve on the MergeCo Board for the remainder of the initial three-year term. Thereafter, at At and following the first annual general meeting of MergeCo held after the third anniversary of completion, the all MergeCo Board AkzoNobel directors and the MergeCo Board Axalta directors then in office (or their respective successors) will stand put up for reelection or election, as applicable, for a two-year term, while the MergeCo Board joint directors then in office (or their respective successors) will stand for reelection or election, as applicable, for a one-year term. At the second annual general meeting following the third anniversary of completion, the MergeCo Board joint directors then in office (or their respective successors) will stand for reelection or election, as applicable, for a one-year term. Following this transition, any nominees for the MergeCo Board will stand for reelection or election, as applicable, will be put up to serve one-year terms. The bulleted provisions of the fifth paragraph of the section entitled “The Merger Agreement - Post-Completion MergeCo Board” on page 201 of the Definitive Proxy Statement are hereby amended and restated as follows: • the MergeCo Board may only propose to the general meeting of MergeCo shareholders the suspension or dismissal of an executive director or a non-executive director or suspend an executive director, in each case, with the affirmative vote of 75% at least two thirds (2/3) of the non-executive directors; • if the executive director serving as chief executive officer of MergeCo (or their successor) ceases to be a MergeCo director for any reason, the remaining MergeCo Board AkzoNobel directors (or their successors) will be entitled to nominate the chief executive officer’s successor, which nomination will be subject to the approval of at least 75% two thirds (2/3) of the non-executive directors, and such successor will, upon appointment by the MergeCo general meeting, serve as an executive director and the chief executive officer of MergeCo until the first annual general meeting of MergeCo held after the third anniversary of completion; • if the executive director serving (x) as Deputy-Chief Executive Officer of MergeCo ceases to be a MergeCo director for any reason prior to the date that is six months after completion, the Chief Financial Officer of MergeCo will be nominated as their successor and will, upon appointment by the MergeCo general meeting, serve as an executive director until the first annual general meeting of MergeCo held after the third anniversary of completion, and (y) as Chief Financial Officer of MergeCo (or their successor) ceases to be a MergeCo director for any reason, the remaining MergeCo Board Axalta directors (or their successors) will be entitled to nominate the Chief Financial Officer’s successor, which nomination will be subject to the approval of at least 75% two thirds (2/3) of the non-executive directors, and such successor will, upon appointment at the MergeCo general shareholder meeting, serve as an executive director and the chief financial officer of MergeCo until the first annual general meeting of MergeCo held after the third anniversary of completion; • if any other MergeCo Board Axalta director or MergeCo Board AkzoNobel director ceases to be a MergeCo director for any reason, the remaining MergeCo Board Axalta directors or MergeCo Board AkzoNobel directors, respectively, serving as non-executive directors (or their respective successors) will be entitled to nominate an independent, non-executive director to serve as such person’s successor, which nomination will be subject to the approval of at least 75% two thirds (2/3) of the non-executive directors, and such successor will, upon appointment by the MergeCo general meeting, serve as a non-executive director until the first annual general meeting of MergeCo held after the third anniversary of completion; • if any MergeCo Board joint director (or their successor) ceases to be a MergeCo director for any reason, an independent, non-executive director will be nominated by the MergeCo Board to serve as such person’s successor with the approval of at least 75% two thirds (2/3) of the non-executive directors, and such successor will, upon appointment by the MergeCo general meeting, serve as a non-executive director until the first annual general meeting of MergeCo held after the third anniversary of completion; • the title ‘Chair’ will be granted from time to time by the then-serving MergeCo Board Axalta directors (or their successors), which grant will be subject to the approval of at least 75% two thirds (2/3) of the non-executive directors, to one of the independent non-executive directors; and • the title ‘Vice-Chair’ will be granted from time to time by the then-serving MergeCo Board AkzoNobel directors (or their successors), which grant will be subject to the approval of at least 75% two thirds (2/3) of the non-executive directors, to one of the independent non-executive directors. The sixth paragraph of the section entitled “The Merger Agreement - Post-Completion MergeCo Board” on pages 201-202 of the Definitive Proxy Statement is hereby amended and restated as follows: The MergeCo Board will require a majority of the votes cast to resolve on any matter, except that, until the first annual general meeting of MergeCo held after the third anniversary of completion, proposed amendments to the remuneration policy and suspensions, dismissals and replacements of the Chief Executive Officer or Chief Financial Officer as members of the Executive Committee will require the affirmative vote of at least 75% two thirds (2/3) of the non-executive directors. Furthermore, a domicile change will require the affirmative vote of at least 75% of the non-executive directors. A general quorum requirement of a the majority of the members of the MergeCo Board will apply, except that, until the first annual general meeting of MergeCo held after the third anniversary of completion, a quorum will require at least three MergeCo Board Axalta directors and three MergeCo Board AkzoNobel directors. Pursuant to the merger agreement, (i) prior to the effective time, AkzoNobel will cause the adoption of rules governing the MergeCo Board and (ii) immediately following the effective time, AkzoNobel will cause the amendment of its articles of association through execution of a Dutch notarial deed to give effect to the governance terms set out in the merger agreement, and effect the conversion of all AkzoNobel priority shares, par value of €400 per share, into AkzoNobel ordinary shares. For further details on the composition and voting of the MergeCo Board, you should read the more detailed provisions of MergeCo’s articles of association, a copy of the form of which is attached as Annex F to this proxy statement/prospectus and is incorporated by reference herein. The disclosure in the section entitled “Comparison of Rights of MergeCo Shareholders and Axalta Shareholders”, beginning on page 239 of the Definitive Proxy Statement, is hereby amended and supplemented as follows: The second paragraph with respect to rights of MergeCo shareholders under the heading “Term of Directors” on page 241 of the Definitive Proxy Statement is hereby amended and restated as follows: The initial MergeCo directors will each serve a three-year term (except for the Deputy-Chief Executive Officer, who will be succeeded by the Chief Financial Officer after six (6) months, who will serve the remainder of the three (3) year term), after which the initial MergeCo Board AkzoNobel directors and MergeCo Board Axalta directors (or their successors) will be put up for re-election for a two (2) year term at the first annual general meeting held after the third anniversary of completion. The initial MergeCo Board joint directors (or their successors) will be put up for re-election for a one (1) year term at the first annual general meeting held after the third anniversary of completion, and again for a one (1) year term at the second annual general meeting held after the third anniversary of completion. At and following the third annual general meeting held after the third anniversary of completion, all MergeCo directors will be put up for re-election or election to serve a one (1) year term. At and following the first annual general meeting held after the third anniversary of completion, all MergeCo directors put up for election or re-election, as applicable, will be put up to serve a one (1) year term. The fourth paragraph with respect to rights of MergeCo shareholders under the heading “Removal” on page 242 of the Definitive Proxy Statement is hereby amended and restated as follows: To ensure a smooth transition and integration, until the first annual general meeting after the third anniversary of completion, the MergeCo Board may only (i) propose to the general meeting the suspension or dismissal of a director, or (ii) suspend an executive director, in the case of each of (i) and (ii), with the affirmative vote of at least 75% two thirds (2/3) of the non-executive directors. Litigation Relating to the Merger Following the filing of the Definitive Proxy Statement with the SEC, two complaints (the “Actions”) have been filed by purported shareholders of Axalta against Axalta and members of Axalta’s Board of Directors (the “Board”). The Actions are (i) James O’Connor v. Axalta Coating Systems Ltd. et al., Index No. 654151/2026 (July 14, 2026), filed in the Supreme Court of the State of New York for the County of New York and (ii) Morgan Smith v. Axalta Coating Systems Ltd. et al., Index No. 654202/2026 (July 16, 2026), filed in the Supreme Court of the State of New York for the County of New York. The Actions allege, among other things, that the Definitive Proxy Statement is materially incomplete and misleading, and assert claims for negligence and negligent misrepresentation and concealment under New York common law against Axalta and the members of the Board and oppression under the Companies Act of 1981 (of Bermuda) against the members of the Board. Each Action seeks, among other things, an injunction enjoining consummation of the Mergers until such time as the defendants make corrective and complete disclosures, damages, an award of attorneys’ fees, experts’ fees and expenses and granting such other relief as the court may deem just and proper. In addition, since the filing of the Preliminary Proxy Statement, Axalta has also received certain demand letters (collectively, the “Letters”) from purported Axalta shareholders alleging, among other things, that the disclosures contained in the Definitive Proxy Statement are deficient and demanding that certain corrective disclosures be made. If additional similar demand letters are received or if additional complaints are filed, absent new or different allegations that are material, Axalta may choose not to announce such additional filings. Supplemental Disclosures to Definitive Proxy Statement - Litigation Relating to the Merger Axalta believes that the claims in the Actions and the Letters are without merit, that the Definitive Proxy Statement complies with applicable law and that no further disclosure is required under applicable laws. However, in order to moot the purported shareholders’ disclosure claims, avoid nuisance, possible expense and delay and to provide additional information to Axalta’s shareholders, and without admitting any liability or wrongdoing, Axalta has determined to voluntarily make the following supplemental disclosures to the Definitive Proxy Statement. Nothing set forth in the following supplemental disclosures to the Definitive Proxy Statement shall be deemed an admission of the legal necessity or materiality under applicable laws of such disclosures or any disclosures set forth in the Definitive Proxy Statement. To the contrary, Axalta specifically denies all allegations in the Actions and the Letters and any assertion that any additional disclosure was or is required. As of July 29, 2026, Axalta was not aware of the filing of other lawsuits challenging the Mergers or the Definitive Proxy Statement; however, additional lawsuits arising out of the Mergers or the Definitive Proxy Statement may be filed in the future. The disclosure in the section entitled “Background of the Transaction”, beginning on page 92 of the Definitive Proxy Statement, is hereby amended and supplemented as follows: The paragraph beginning “On November 4, 2025” on page 110 of the Definitive Proxy Statement is hereby amended and supplemented as follows: On November 4, 2025, the Axalta Board, together with members of Axalta management and representatives of J.P. Morgan, Evercore, Cravath and G + T, held a special meeting of the Axalta Board. At the beginning of the meeting, prior to representatives of J.P. Morgan and Evercore joining the meeting, the Axalta Board, together with members of Axalta management and representatives of Cravath and G + T discussed the Ichthys Litigation, including diligence conducted with respect thereto and various hypothetical scenarios regarding the outcome thereof. During this portion of the meeting, management also provided an overview of updated relationship disclosure letters from each of J.P. Morgan and Evercore which were included in the meeting materials, both of which were consistent with the prior versions of the relationship disclosure letters reviewed by the Axalta Board during the June 29, 2025 Axalta Board meeting, and a relationship disclosure letter from Incentrum which was included in the meeting materials. Representatives of J.P. Morgan and Evercore then joined the meeting, after which the Axalta Board, together with members of Axalta management and representatives of J.P. Morgan, Evercore and Cravath discussed, among other items, (i) AkzoNobel’s October 31, 2025 draft of the governance term sheet and (ii) AkzoNobel’s October 31, 2025 draft of the merger agreement, including in connection therewith the composition of the debt financing that AkzoNobel would need to obtain to fund the Pre-Completion Distribution necessary to adjust the exchange ratio such that AkzoNobel shareholders and Axalta shareholders would own, respectively, 55% and 45% of the combined company on a pro forma basis immediately after closing while positioning the combined company to have an investment grade credit rating. The paragraph beginning “Also on November 14 and through November 17, 2025” on page 112 of the Definitive Proxy Statement is hereby amended and supplemented as follows: Also on November 14 and through November 17, 2025, representatives of Axalta and AkzoNobel and representatives of Cravath, Nauta, De Brauw and Davis Polk continued to discuss and finalize the terms in the merger agreement with respect to the debt financing commitment to be used to finance the Pre-Completion Distribution, closing conditionality regarding the payment of the Pre-Completion Distribution and certain regulatory and compensation considerations. There were no discussions regarding the post-completion compensation of individual Axalta directors or executive officers in connection with the negotiation of, or entry into, the merger agreement. The following bolded and underlined language is added as a new paragraph following the paragraph beginning “On November 17, 2025” on page 112 of the Definitive Proxy Statement: Also on November 17, 2025, following review and negotiation of the terms of an engagement letter with Incentrum, Axalta executed the engagement letter with Incentrum, pursuant to which Axalta agreed to pay Incentrum a fee of $12.5 million, of which $2.5 million was payable upon announcement of an agreement with respect to the proposed transaction and the remainder of which is payable contingent upon the consummation of the merger. Axalta has also agreed to reimburse Incentrum for its expenses incurred in connection with its engagement and to indemnify Incentrum against certain liabilities arising out of its engagement. The disclosure in the section entitled “Proposal 2: The Merger Proposal - Opinion of Axalta’s Financial Advisors - Opinion of Evercore L.L.C.”, beginning on page 122 of the Definitive Proxy Statement, is hereby amended and supplemented as follows: The paragraph beginning “Evercore performed a discounted cash flow analysis of Axalta” on page 125 of the Definitive Proxy Statement is hereby amended and supplemented as follows: Evercore performed a discounted cash flow analysis of Axalta to calculate ranges of implied present values of the per share equity value of Axalta utilizing estimates of the standalone unlevered, after-tax free cash flows that Axalta was forecasted to generate during the period from September 30, 2025 through December 31, 2030 based on the Forecasts. Evercore calculated terminal values for Axalta by applying a range of perpetuity growth rates of 1.75% to 2.25%, which range was selected based on Evercore’s professional judgment and experience taking into account a number of factors, including market expectations regarding long-term real growth of gross domestic product and inflation of 1% to 2% and 2% to 3%, respectively, and trends in the economy generally and in applicable industries and sectors, to an estimate of the unlevered, after-tax free cash flows that Axalta was forecasted to generate in the terminal year based on the Forecasts. The cash flows and terminal values in each case were then discounted to present value as of September 30, 2025, using discount rates ranging from 8.50% to 10.00%, representing an estimate of Axalta’s weighted average cost of capital, as estimated by Evercore based on its professional judgment and experience utilizing the Capital Asset Pricing Model (“CAPM”), which requires certain company-specific inputs, including debt to equity ratio, debt to total capitalization ratio, pre-tax cost of debt, and levered and unlevered betas, as well as certain financial metrics for the United States financial markets generally including the risk free rate, equity risk premium and size premium, to derive implied enterprise value reference ranges for Axalta. Based on these ranges of implied enterprise values, Axalta’s estimated net debt, inclusive of minority interest and after-tax pension liabilities of approximately $3,015 million as of September 30, 2025, and the number of fully diluted outstanding Axalta common shares of approximately 215 million as of September 30, 2025, in each case as provided by Axalta’s management, this analysis indicated a range of implied equity values per Axalta common share of $29.02 to $41.55, as compared to the closing price per share of Axalta common shares of $28.91 on November 14, 2025 and the Implied Exchange Ratio Value Per Share of $31.08. The paragraph beginning “Evercore performed a discounted cash flow analysis of AkzoNobel” on page 125 of the Definitive Proxy Statement is hereby amended and supplemented as follows: Evercore performed a discounted cash flow analysis of AkzoNobel to calculate ranges of implied present values of the per share equity value of AkzoNobel utilizing estimates of the unlevered free cash flows (as described in the section of this proxy statement/prospectus entitled “ - Certain Axalta and AkzoNobel Group Unaudited Prospective Financial Information”) that AkzoNobel was forecasted to generate during the period from September 30, 2025 through December 31, 2030, based on the AkzoNobel Financial Projections. Evercore calculated terminal values for AkzoNobel by applying a range of perpetuity growth rates of 1.50% to 2.00%, which range was selected based on Evercore’s professional judgment and experience taking into account a number of factors, including market expectations regarding long-term real growth of gross domestic product and inflation of 1% to 2% and 2% to 3%, respectively, and trends in the economy generally and in applicable industries and sectors, to an estimate of the unlevered, after-tax free cash flows that AkzoNobel was forecasted to generate in the terminal year based on the AkzoNobel Financial Projections. The cash flows and terminal values in each case were then discounted to present value as of September 30, 2025, using discount rates ranging from 7.25% to 8.75%, representing an estimate of AkzoNobel’s weighted average cost of capital, as estimated by Evercore based on its professional judgment and experience utilizing the CAPM, which requires certain company-specific inputs, including debt to equity ratio, debt to total capitalization ratio, pre-tax cost of debt, and levered and unlevered betas, as well as certain financial metrics for the Netherlands financial markets generally including the risk free rate, equity risk premium and size premium, to derive implied enterprise value reference ranges for AkzoNobel. Based on these ranges of implied enterprise values, AkzoNobel’s estimated net debt, inclusive of minority interest, and investment in associates of approximately €2,898 million as of September 30, 2025, and the number of fully diluted outstanding AkzoNobel ordinary shares of approximately 172 million as of September 30, 2025, in each case as provided by AkzoNobel’s management, and after adjusting for the Ichthys Assumption and the pre-completion distribution, this analysis indicated ranges of implied equity values per AkzoNobel ordinary share of €35.66 to €62.11 (or $41.00 to $71.43, converted to U.S. Dollars based on the Euro to U.S. Dollar exchange rate of €1:$1.15 at the direction of Axalta (the “Directed Rate”)) as compared to the Distribution Adjusted AkzoNobel Closing Share Price of €43.27 (or $50.25 based on the Spot Euro/Dollar Exchange Rate) and the Implied Pro Forma Equity Value Per AkzoNobel Share of €40.93 (or $47.53 based on the Spot Euro/Dollar Exchange Rate). The paragraph beginning “Based on these ranges of implied enterprise values, Axalta’s” on page 127 of the Definitive Proxy Statement is hereby amended and supplemented as follows: Based on these ranges of implied enterprise values, Axalta’s estimated net debt, inclusive of minority interest and after-tax pension liabilities of approximately $3,015 million as of September 30, 2025, and the number of fully diluted Axalta common shares of approximately 215 million as of September 30, 2025, in each case as provided by Axalta’s management, this analysis indicated a range of implied equity values per Axalta common share of $28.34 to $38.93, based on 2025E EBITDA and $28.16 to $39.40, based on 2026E EBITDA, compared to the closing price per share of Axalta common shares of $28.91 on November 14, 2025 and the Implied Exchange Ratio Value Per Share of $31.08. The paragraph beginning “Based on these ranges of implied enterprise values, AkzoNobel’s” on page 127 of the Definitive Proxy Statement is hereby amended and supplemented as follows: Based on these ranges of implied enterprise values, AkzoNobel’s estimated net debt, inclusive of minority interest, and investment in associates and after-tax pension liabilities of approximately €3,073 million as of September 30, 2025, and the number of fully diluted AkzoNobel ordinary shares of approximately 172 million as of September 30, 2025, in each case as included in the AkzoNobel Financial Projections, as provided by AkzoNobel’s management and after adjusting for the Ichthys Assumption and the pre-completion distribution, this analysis indicated a range of implied equity values per AkzoNobel ordinary share of €33.12 to €48.18 (or $38.08 to $55.41, converted to U.S. Dollars based on the Directed Rate), based on 2025E EBITDA and of €33.53 to €50.47 (or $38.56 to $58.04, converted to U.S. Dollars based on Directed Rate), based on 2026E EBITDA, as compared to the Distribution Adjusted AkzoNobel Closing Share Price of €43.27 (or $50.25 based on the Spot Euro/Dollar Exchange Rate) and the Implied Pro Forma Equity Value Per AkzoNobel Share of €40.93 (or $47.53 based on the Spot Euro/Dollar Exchange Rate). The paragraph beginning “In calculating the implied present value of the future price per Axalta common share” on page 128 of the Definitive Proxy Statement is hereby amended and supplemented as follows: In calculating the implied present value of the future price per Axalta common share, Evercore first calculated the implied future enterprise value of Axalta by multiplying Axalta’s estimated 2028 EBITDA based on the Forecasts by an illustrative enterprise value to NTM EBITDA multiple range of 7.5x to 9.5x, which range was selected based on Evercore’s professional judgment and experience based on the multiples it derived for the selected companies listed above under the caption “ - Selected Publicly Traded Companies Analysis - Axalta” and taking into account historical and current valuation levels of such selected companies, to derive an implied future enterprise value reference range for Axalta. Evercore then subtracted Axalta’s estimated net debt of approximately $2,207 million as of December 31, 2027, as provided to Evercore by Axalta management, to derive a reference range of implied future equity values for Axalta. Evercore then discounted the implied future equity values of Axalta to September 30, 2025 using a discount rate of 12.0%, reflecting an estimate of Axalta’s cost of equity, as estimated by Evercore based on its professional judgment and experience utilizing the CAPM, which requires certain company-specific inputs, including debt to equity ratio, debt to total capitalization ratio, pre-tax cost of debt, and levered and unlevered betas, as well as certain financial metrics for the United States financial markets generally including the risk free rate, equity risk premium and size premium. Based on estimates of Axalta’s minority interest and after-tax pension liabilities of approximately $201 million, and the number of fully diluted Axalta common shares of approximately 215 million as of November 14September 30, 2025, in each case as provided by Axalta’s management, this analysis indicated a range of implied equity values per Axalta common share of $26.46 to $35.88, compared to the closing price per share of Axalta common shares of $28.91 on November 14, 2025 and the Implied Exchange Ratio Value Per Share of $31.08. The paragraph beginning “In calculating the implied present value of the future price per AkzoNobel ordinary share” on page 129 of the Definitive Proxy Statement is hereby amended and supplemented as follows: In calculating the implied present value of the future price per AkzoNobel ordinary share, Evercore first calculated the implied future enterprise value of AkzoNobel by multiplying AkzoNobel’s estimated 2028 adjusted EBITDA post-SBC (as described in the section of this proxy statement/prospectus entitled “ - Certain Axalta and AkzoNobel Group Unaudited Prospective Financial Information”) based on the AkzoNobel Financial Projections by an illustrative enterprise value to NTM EBITDA multiple range of 8.5x to 10.5x, which range was selected based on Evercore’s professional judgment and experience based on the multiples it derived for the selected companies listed above under the caption “ - Selected Publicly Traded Companies Analysis - AkzoNobel” and taking into account historical and current valuation levels of such selected companies, to derive an implied future enterprise value reference range for AkzoNobel. Evercore then subtracted AkzoNobel’s estimated net debt of approximately €2,693 million as of December 31, 2027 as provided to Evercore by AkzoNobel management, to derive a reference range of implied future equity values for AkzoNobel. Evercore then discounted the implied future equity values of AkzoNobel to September 30, 2025 using a discount rate of 10.0%, reflecting an estimate of AkzoNobel’s cost of equity, as estimated by Evercore based on its professional judgment and experience utilizing the CAPM, which requires certain company-specific inputs, including debt to equity ratio, debt to total capitalization ratio, pre-tax cost of debt, and levered and unlevered betas, as well as certain financial metrics for the Netherlands financial markets generally including the risk free rate, equity risk premium and size premium. Based on the number of fully diluted AkzoNobel ordinary shares of approximately 172 million as of November 14September 30, 2025 as provided by AkzoNobel’s management and after adjusting for the Ichthys Assumption and the pre-completion distribution, this analysis indicated a range of implied equity values per AkzoNobel ordinary share of €34.23 to €50.24 (or $39.36 to $57.77 per share, converted to U.S. Dollars based on the Directed Rate), as compared to the Distribution Adjusted AkzoNobel Closing Share Price of €43.27 (or $50.25 based on the Spot Euro/Dollar Exchange Rate) and the Implied Pro Forma Equity Value Per AkzoNobel Share of €40.93 (or $47.53 based on the Spot Euro/Dollar Exchange Rate). The paragraph beginning “Evercore reviewed the implied aggregate equity value of Axalta attributable to the holders” on page 131 of the Definitive Proxy Statement is hereby amended and supplemented as follows: Evercore reviewed the implied aggregate equity value of Axalta attributable to the holders of Axalta common shares on a pro forma basis giving effect to the merger based on a discounted cash flow analysis. The pro forma implied equity value attributable to the holders of Axalta common shares was equal to the product obtained by multiplying approximately 45.0% (Axalta’s shareholders pro forma ownership of the combined company immediately following completion based on the exchange ratio of 0.6539x set forth in the merger agreement) by an amount equal to the imp