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425 ·Filed Oct 29, 2026

AXTA

Axalta Coating Systems Ltd.
BEARISH
Impact 4/10
Horizonweeks Processed7d 2h ago SEC0001193125-26-438079
Rule 425 M&A communications
Actionable Insight ▼ Bearish

The lowered guidance and European Refinish weakness are the key negatives, but the merger timeline and synergy target remain intact. Watch for Q4 results to see if the European Refinish destocking reverses as management expects, and monitor regulatory progress toward the early 2027 close.

DirectionBearish
Confidencehigh
Horizonweeks

How the stock moved after the report

⚠ Clustered BEARISH VIEWSTOCK ABOVE ENTRY AT T+1
Entry
$34.07
T+0 close · Oct 29, 2026 · via day close
Latest settled
+5.20%
T+1 · $35.84
vs SPY
+5.67%
α at T+1
Next horizon
T+5
due 11h ago
  1. T+0 · Oct 29 $34.07entry
  2. T+1 · 6d ago +5.20%α +5.67% · $35.84
  3. T+5 · due 11h ago Pending
  4. T+5 · todayOpen
  5. T+20 · in 22d Pending
  6. T+60 · in 3mo Pending

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Executive Summary

Axalta filed the transcript of its Q3 2026 earnings call as a 425 communication in connection with the pending merger of equals with AkzoNobel. Q3 results showed net sales up 2% YoY to $1.311B, but net income fell $15M to $95M and adjusted diluted EPS declined 6% to $0.63, driven by lower European Refinish volumes and higher freight costs. Management lowered full-year 2026 guidance (adjusted EBITDA now $1.1B-$1.11B, adjusted EPS ~$2.45) and reaffirmed the merger remains on track for early 2027 close with $600M cost synergy target unchanged.

Key Financial Metrics

Deal Type
merger

Key Facts

  • Q3 2026 net sales $1,311M, up 2% YoY
  • Q3 net income $95M, down $15M YoY
  • Q3 adjusted diluted EPS $0.63, down 6% YoY
  • Q3 adjusted EBITDA $282M, down 4% YoY
  • Full-year 2026 guidance lowered: adjusted EBITDA $1.1B-$1.11B, adjusted EPS ~$2.45
  • Q4 2026 adjusted EBITDA guided to $254M-$264M, adjusted EPS ~$0.55
  • Q4 net sales expected flat YoY vs prior expectation of up 3%
  • European Refinish volumes down mid single-digits in Q3; year-to-date Refinish sales still up 5%
  • Merger with AkzoNobel on track for early 2027 close; two-thirds of regulatory clearances secured
  • Combined company to be named Axanzo, ticker AXZ on NYSE
  • $600M annual run-rate cost synergy target reaffirmed as floor
  • Gross debt below $3B for first time; net leverage at record low 2.1x

Financial Impact

Q3 net income down $15M YoY; adjusted EBITDA down $12M on a consolidated basis; full-year adjusted EBITDA guidance reduced by an undisclosed amount from prior expectations; Q4 net sales growth cut from +3% to flat

revenueepsebitdanet incomefree cash flow

Risk Factors

  • European Refinish volume weakness may persist if macroeconomic conditions worsen
  • Raw material and freight cost inflation (high single-digits in Q4) could pressure margins further
  • Merger-related cash costs ($21M in Q3) will continue to weigh on free cash flow
  • Divestiture remedies (European Refinish, North America Building Products) may affect synergy capture

Market Snapshot

Exchange
NYSE
Sector
Paints, Varnishes, Lacquers, Enamels & Allied Prods
Analyst Consensus
52% bullish (23 analysts)

Investment Themes

Materials & Mining

Documents Analyzed

This report is based on 4 SEC documents filed with EDGAR.

DocumentAccession Number
425 Filing (Primary)0001193125-26-438079
Document: 0001193125-26-438079-index-headers.html0001193125-26-438079
Document: 0001193125-26-438079-index.html0001193125-26-438079
Document: 0001193125-26-438079.txt0001193125-26-438079
36 reports for AXTA
Performance horizon
43% Hit rate @ T+1 3 of 7 bullish or bearish reports Went positive at some point 4 of 7 best @ T+60▲ +16.39%Jun 3, 2026
Filters
Rows
Reports for AXTA, sortable and filterable
TypeNow
Oct 29, 2026
7d ago
425
BEARISH ★ 4/10
$34.07 $35.84▼ −5.20%▼ −5.67%$36.34 (−6.66%)
Oct 29, 2026
7d ago
425
NEUTRAL ★ 4/10
$34.07 $35.84▲ +5.20%▲ +5.67%$36.34 (+6.66%)
Oct 29, 2026
7d ago
8-K
BEARISH ★ 5/10
No priceawaiting T+1awaiting T+1No price
Oct 29, 2026
7d ago
Press Release
BEARISH ★ 5/10
$33.61 $34.07▼ −1.37%▼ −3.14%$36.34 (−8.12%)
Oct 21, 2026
15d ago
425
NEUTRAL ★ 5/10
$34.98 $35.05▲ +0.20%▲ +1.38%$36.34 (+3.89%)
Oct 21, 2026
15d ago
425
NEUTRAL ★ 5/10
$34.98 $35.05▲ +0.20%▲ +1.38%$36.34 (+3.89%)
Oct 20, 2026
16d ago
425
NEUTRAL ★ 4/10
$34.98 $35.05▲ +0.20%▲ +1.38%$36.34 (+3.89%)
Oct 16, 2026
20d ago
425
NEUTRAL ★ 3/10
$33.44 $33.68▲ +0.72%▲ +0.29%$36.34 (+8.67%)
Oct 15, 2026
21d ago
425
NEUTRAL ★ 3/10
$33.44 $33.68▲ +0.72%▲ +0.29%$36.34 (+8.67%)
Oct 15, 2026
21d ago
425
NEUTRAL ★ 3/10
$33.44 $33.68▲ +0.72%▲ +0.29%$36.34 (+8.67%)
Showing 10 of 36

US Market Status

Market Closed · Opens Fri (< 1m)

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Report published Oct 29, 2026