AXTAHIGH SIGNALMANAGEMENT10-K

AXTA entered into an all-stock merger agreement with Akzo Nobel N.V. in November 2025, representing a transformative corporate development.

This merger announcement represents a major strategic shift that will fundamentally change AXTA's corporate structure and ownership. The combination with Akzo Nobel, a large Dutch coatings company, suggests significant consolidation in the coatings industry and will require shareholder approval and regulatory clearance.

Comparing 2026-02-13 vs 2025-02-13View on EDGAR →
FINANCIAL ANALYSIS

AXTA demonstrated strong financial performance with operating cash flow growing 12.7% to $649M and stockholders' equity increasing 22.7% to $2.3B, indicating robust business fundamentals heading into the merger. The company returned significant capital to shareholders through $165M in buybacks (up 65%) while simultaneously investing $196M in capital expenditures (up 40%), showing balanced capital allocation. Despite the buyback activity, outstanding shares only declined modestly from 218M to 213M, while cash reserves grew 10.8% to $657M, positioning the company well financially for the pending merger transaction.

FINANCIAL STATEMENT CHANGES
Share Buybacks
Cash Flow
+65%
$100.0M→$165.0M

Share repurchases increased 65% — management returning capital, signals confidence in intrinsic value.

Capital Expenditure
Cash Flow
+40%
$140.0M→$196.0M

Capital expenditure jumped 40% — major investment cycle underway; assess returns on deployment.

Stockholders Equity
Balance Sheet
+22.7%
$1.9B→$2.3B

Equity base grew 22.7% — retained earnings accumulation or equity issuance strengthening the balance sheet.

Operating Cash Flow
Cash Flow
+12.7%
$576.0M→$649.0M

Operating cash flow grew 12.7% — strong conversion of earnings to cash, healthy business fundamentals.

Cash & Equivalents
Balance Sheet
+10.8%
$593.0M→$657.0M

Cash grew 10.8% — improving liquidity position supports investment and shareholder returns.

LANGUAGE CHANGES
NEW — 2026-02-13
PRIOR — 2025-02-13
ADDED
As of February 6, 2026, there were 213,373,942 shares of the registrant s common shares outstanding.
Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the close of the registrant s fiscal year ended December 31, 2025.
Market for Registrant s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 38 ITEM 6.
Management s Discussion and Analysis of Financial Condition and Results of Operations 39 ITEM 7A.
The table above reflects numbers for the year ended December 31, 2025.
During November 2025, we entered into a Merger Agreement (the Merger Agreement ) with Akzo Nobel N.V., a public company with limited liability incorporated under the laws of the Netherlands ( AkzoNobel ) providing for the combination of the Company and AkzoNobel in an all-stock merger (the Merger ).
See Note 1 to the consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information.
Body shops look for coatings manufacturers with productivity enhancements, regulatory compliance, consistent quality, the presence of ongoing technical support, an attractive service portfolio and exact color match technologies.
We develop, market and supply a complete portfolio of innovative coatings systems and color matching technologies to facilitate faster automotive collision repairs relative to competing technologies.
Our color matching and retrieval systems allow customers to quickly match any color, reducing the need for body shop technicians to repeat the color matching process, which saves time and materials.
REMOVED
As of February 6, 2025, there were 218,143,313 shares of the registrant s common shares outstanding.
Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the close of the registrant's fiscal year ended December 31, 2024.
Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 33 ITEM 6.
Management's Discussion and Analysis of Financial Condition and Results of Operations 34 ITEM 7A.
The table above reflects numbers for the year ended December 31, 2024.
Performance Coatings End-Markets Refinish Sales in the refinish end-market are driven by the number of vehicle collisions, owners' propensity to repair their vehicles, the number of miles vehicle owners drive and the size of the car parc.
Body shops look for manufacturers with productivity enhancements, regulatory compliance, consistent quality, the presence of ongoing technical support and exact color match technologies.
We provide systems that enable body shops to match more than 220,000 color variations, using a database with more than four million formulations, globally.
Our major industrial brands include Imron Industrial, Tufcote Industrial, Corlar Industrial, Strenex Industrial, PercoTop , Voltatex , AquaEC , Durapon , Hydropon , UNRIVALED , and Ceranamel for liquid coatings and Alesta , Teodur , Nap-Gard , Abcite and Plascoat for powder coatings.
Our large refinish sales force manages relationships directly with our end-customers to drive demand for our products, which in turn are purchased through customers in our distributor network.
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