Every material Form 8-K Axalta has filed with the SEC since June 24, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Axalta reported third-quarter 2026 net sales of $1.3 billion, up 2% year over year, while net income fell $15 million to $95 million and diluted EPS dropped to $0.44 from $0.51. The company cited $14 million more in merger and acquisition-related expenses, tied to its proposed combination with AkzoNobel, and lower volumes in Performance Coatings. Shareholders also received fourth-quarter and full-year 2026 outlook figures, including full-year Adjusted EBITDA of $1,100 million to $1,110 million.
Q3 2026 net sales were $1.3 billion, up 2%; Adjusted EBITDA was $282 million, down 4%, with a 21.5% margin
Diluted EPS was $0.44 versus $0.51 a year earlier; Adjusted Diluted EPS was $0.63, down 6%
Mobility Coatings posted record quarterly net sales of $493 million; Performance Coatings Adjusted EBITDA fell to $188 million from $211 million
Outlook: Q4 2026 Adjusted EBITDA of $254 million to $264 million; full-year 2026 Adjusted EBITDA of $1,100 million to $1,110 million and Adjusted Diluted EPS of about $2.45
Axalta reported second-quarter 2026 net sales of $1.35 billion, up 3% year over year, and a record Adjusted EBITDA of $305 million. GAAP net income fell to $89 million from $110 million and diluted EPS to $0.41 from $0.50, mainly due to $31 million in higher merger and acquisition costs. The company's full-year 2026 outlook calls for Adjusted Diluted EPS of $2.55 to $2.70, and shareholders are asked to attend a Special General Meeting on August 5 on the merger of equals with AkzoNobel.
Net sales of $1.35 billion, up 3% year over year; Adjusted EBITDA of $305 million, a quarterly record, up 5%
Diluted EPS of $0.41 versus $0.50 a year earlier; net income of $89 million versus $110 million, reflecting an incremental $31 million in merger and acquisition costs
Adjusted Diluted EPS of $0.72, a record quarter and up 13% year over year
Full-year 2026 outlook: Adjusted EBITDA $1,140 million to $1,170 million; Adjusted Diluted EPS $2.55 to $2.70; Special General Meeting on August 5
On July 23, 2026, Axalta entered Amendment No. 2 to its merger agreement with AkzoNobel, changing governance terms for the combined company. The amendment sets annual re-election of all MergeCo directors after an initial three-year period and a two-thirds non-executive director approval threshold for specified matters during that period. The companies said the changes leave the August 5, 2026 AkzoNobel EGM and Axalta SGM on schedule, so shareholder votes are not affected by the amendment.
Annual re-election of all MergeCo directors after the initial three-year period; the press release says this was previously contemplated after five years.
Two-thirds non-executive director approval threshold during the initial three years for director appointments and dismissals, CEO, Deputy CEO and CFO changes, Chair and Vice Chair titles, and remuneration policy amendments; the press releas
AkzoNobel EGM and Axalta SGM planned for August 5, 2026 are proceeding with existing agenda items unaffected.
On May 27, 2026, Axalta entered into Amendment No. 1 to its merger agreement with AkzoNobel, which changes how the combination would be structured. The amendment adds a second wholly owned AkzoNobel subsidiary and a second merger in which Axalta would merge into that subsidiary after the first merger, and it sets out how independent directors would join the combined company's board. The company says these changes are meant to optimize tax integration but do not change the tax consequences for Axalta shareholders.
Amendment No. 1 to the Merger Agreement was signed May 27, 2026, amending the original agreement dated November 18, 2025.
The amendment adds AkzoNobel Sub 2 and a Second Merger in which Axalta's surviving company merges into it, becoming a direct wholly owned AkzoNobel subsidiary.
Axalta says the changes do not alter the tax consequences of the transaction for Axalta shareholders.
A preliminary proxy statement/prospectus was filed with the SEC on May 27, 2026; a definitive version is to be mailed to shareholders when available.
Axalta reported first-quarter 2026 results on April 30, 2026. Net sales were $1.25 billion, down $8 million year over year, and net income fell $8 million to $91 million, with diluted EPS of $0.42 versus $0.45, though adjusted EBITDA of $259 million was slightly above the company's first-quarter guidance. The company also gave full-year 2026 adjusted EBITDA guidance of $1.14 billion to $1.17 billion and said it remains on track for the proposed merger of equals with AkzoNobel.
Net sales of $1.25 billion, down $8 million year over year; net income of $91 million versus $99 million in Q1 2025
Diluted EPS of $0.42 versus $0.45; adjusted diluted EPS of $0.56, down $0.03 year over year
Adjusted EBITDA of $259 million, down $11 million, with a 20.6% margin; operating cash flow of $68 million, up $42 million
Full-year 2026 guidance: adjusted EBITDA $1.14 billion to $1.17 billion; adjusted diluted EPS $2.55 to $2.70; Q2 2026 adjusted EBITDA $280 million to $290 million
Axalta reported fourth quarter 2025 net sales of $1,262 million, down 4% year over year, and net income of $60 million versus $137 million a year earlier. For full year 2025, it reported record Adjusted EBITDA of $1,128 million but diluted EPS of $1.74, down 2%, and it gave 2026 guidance of $2.55 to $2.70 in Adjusted Diluted EPS while the pending AkzoNobel merger of equals is expected to close in late 2026 or early 2027.
Q4 2025 net sales were $1,262 million, down 4%; diluted EPS was $0.28 versus $0.63, and Adjusted Diluted EPS was $0.59 versus $0.60.
Full year 2025 net sales were $5,117 million, down 3%; net income was $379 million and diluted EPS was $1.74, while Adjusted Diluted EPS was a company record $2.49.
Q4 net income decline was driven mainly by higher income tax expense, lower net sales and higher merger-related costs.
FY 2026 guidance includes Adjusted EBITDA of $1,140 million to $1,170 million and Adjusted Diluted EPS of $2.55 to $2.70.
Axalta approved cash retention bonuses for certain employees, including three named executive officers, in connection with its pending all-stock merger with AkzoNobel announced November 18, 2025. The bonuses vest six months after the merger closes, subject to continued employment, so they are designed to keep key executives through the transaction.
CFO Carl D. Anderson II's retention bonus is $1,360,009, approved December 15, 2025
Hadi H. Awada (President, Global Mobility Coatings) has a bonus of $1,040,130
Troy D. Weaver (President, Global Refinish) has a bonus of $1,084,837; bonuses vest six months after the merger closing date
Axalta and AkzoNobel agreed on November 18, 2025 to combine in an all-stock merger of equals, creating a company with an enterprise value of approximately $25 billion. Each Axalta common share would convert into 0.6539 AkzoNobel ordinary shares, and Axalta shareholders would own 45% of the combined company after closing. The deal requires shareholder and regulatory approvals, is expected to close in late 2026 to early 2027, and both companies have suspended their share buyback programs.
Each Axalta common share would receive 0.6539 AkzoNobel ordinary shares.
Axalta shareholders would own 45% and AkzoNobel shareholders 55% of the combined company on a pro forma basis.
The companies expect approximately $600 million in run-rate cost synergies, with 90% achieved within three years after closing.
Closing is expected in late 2026 to early 2027; both companies suspended share buybacks effective immediately.
Axalta reported third-quarter 2025 results with net sales down 2% to $1.3 billion, while net income rose to $110 million and diluted EPS increased 11% to $0.51. The company also plans to deploy up to $250 million on share repurchases in the fourth quarter and amended its credit agreement to allow borrowings to fund those buybacks.
Q3 net sales fell 2% year over year to $1.3 billion, mainly on lower Performance Coatings sales in North America.
Q3 net income was $110 million, up $8 million year over year; diluted EPS was $0.51 versus $0.46.
Adjusted EBITDA was $294 million, a quarterly record, with margin of 22.8%.
Axalta plans up to $250 million of share repurchases in Q4 2025; Amendment No. 17, dated October 28, 2025, permits credit agreement borrowings to fund buybacks.
Axalta reported second-quarter 2025 results for the period ended June 30, 2025. Net sales fell 3% to $1.3 billion and net income fell 3% to $110 million, largely due to restructuring costs, while adjusted diluted EPS rose 5% to $0.64 and adjusted EBITDA reached a record $292 million. The company also issued third-quarter and updated full-year 2025 outlook figures, including full-year adjusted diluted EPS of $2.45 to $2.55.
Net sales were $1.3 billion, down 3% year over year, with volume declines mainly in Performance Coatings.
Diluted EPS was $0.50 versus $0.51 a year earlier; adjusted diluted EPS was $0.64, up 5%.
Adjusted EBITDA was a record $292 million, with a 22.4% margin, up 90 basis points.
Full-year 2025 outlook: adjusted EBITDA of $1,140 million to $1,165 million and adjusted diluted EPS of $2.45 to $2.55.
Axalta reported first quarter 2025 net sales of $1.26 billion, down 3% year over year, while net income rose 154% to $99 million. The profit gain was largely due to $55 million of prior-year expenses tied to its 2024 Transformation Initiative, and adjusted diluted EPS rose 16% to $0.59. The company also issued second quarter and full year 2025 outlook ranges, including full year adjusted EBITDA of $1,150 million to $1,175 million.
Net sales were $1.26 billion, down 3%, with a 3% foreign currency headwind; volume declines were primarily in Performance Coatings.
Diluted EPS rose to $0.45 from $0.18; adjusted diluted EPS rose 16% to $0.59.
Adjusted EBITDA was a first quarter record of $270 million, up 4%, with a margin of 21.4%.
Free cash flow was negative $14 million, compared with $15 million in the prior year period; operating cash flow was $26 million.
Axalta reported record fourth-quarter 2024 net sales of $1.3 billion, up 1%, and net income of $137 million, up 85% from a year earlier, helped by a $27 million deferred tax benefit. For the full year, net income rose to $391 million and Adjusted EBITDA reached $1,116 million, and the company gave 2025 guidance of $1,150 million to $1,175 million in Adjusted EBITDA and $2.50 to $2.60 in Adjusted Diluted EPS.
Q4 2024 diluted EPS was $0.63 versus $0.33 a year earlier; Adjusted Diluted EPS was $0.60, up 30%
Full-year 2024 net sales were $5.3 billion, up 2%, with net income of $391 million versus $269 million in 2023
Full-year 2025 guidance: Adjusted EBITDA of $1,150 million to $1,175 million and Adjusted Diluted EPS of $2.50 to $2.60
Q4 2024 free cash flow was $177 million, down from $254 million a year earlier, due to higher working capital and capital expenditures
Axalta entered into a sixteenth amendment to its credit agreement on November 26, 2024, lowering the interest rate spread on its term loan from 2.00% to 1.75% over SOFR. The principal amount and maturity date of the term loan are unchanged, so the change reduces borrowing cost without altering the debt's size or repayment schedule.
Term loan spread over SOFR reduced from 2.00% to 1.75%
Outstanding principal amount and maturity date of the term loan unchanged
Amendment No. 16 filed as Exhibit 10.1; certain exhibits omitted under Regulation S-K Item 601(a)(5)
Axalta reported third-quarter 2024 net sales of $1.32 billion, up 0.8% from a year earlier, and net income of $102 million, up 40%. Diluted earnings per share rose 39% to $0.46, and the company also issued full-year 2024 outlook figures for shareholders to track.
Net sales of $1.32 billion were up 0.8% year over year, a third-quarter company record; Adjusted EBITDA rose 12% to $291 million, with a 22.1% margin.
Net income rose 40% to $102 million; diluted EPS was $0.46 versus $0.33, and Adjusted Diluted EPS was $0.59.
Cash provided by operating activities was $194 million versus $210 million a year earlier, driven mainly by higher working capital; the company repurchased $50 million of common shares.
Full-year 2024 outlook includes net sales of about $5,275 million, Adjusted Diluted EPS of $2.15 and Free Cash Flow of about $500 million.
Axalta reported second-quarter 2024 net sales up 4.4% year over year to $1.35 billion, net income up $52 million to $113 million, and diluted EPS of $0.51 versus $0.27 a year earlier. The company raised its full-year 2024 Adjusted EBITDA, Adjusted Diluted EPS and Free Cash Flow guidance, which matters to shareholders because it signals the company expects stronger earnings and cash flow for the year.
Q2 net sales of $1.35 billion, up 4.4%; Adjusted EBITDA of $291 million, a quarterly record, with a 21.5% margin
Diluted EPS of $0.51 versus $0.27; Adjusted Diluted EPS of $0.57, up 63%
Full-year 2024 Adjusted EBITDA projected at about $1,090 million to $1,100 million; Adjusted Diluted EPS about $2.05
Q2 operating cash flow of $114 million; $185 million revolver draw to fund the CoverFlexx acquisition; $50 million of shares repurchased
On June 21, 2024, Axalta and its subsidiaries entered into the Fifteenth Amendment to their Credit Agreement with certain lenders and Barclays Bank PLC as administrative agent. The amendment increases the revolving credit facility from $550 million to $800 million and extends its maturity from May 2026 to June 2029, subject to acceleration in certain circumstances. The filing gives more borrowing capacity and a later maturity date but does not describe the reasons for the change or any borrowings under the facility.
Revolving credit commitments increased from $550 million to $800 million.
Maturity of the revolving credit facility extended from May 2026 to June 2029, subject to acceleration in certain circumstances.
Amendment dated June 21, 2024; Barclays Bank PLC is administrative agent and collateral agent.
Full text filed as Exhibit 10.1 to the 8-K dated June 24, 2024.
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