Axalta Coating Systems Ltd. filed a Form 425 on October 29, 2026, submitting the corrected transcript of its Q3 2026 earnings call webcast with investors in connection with the pending merger of equals transaction between Axalta and Akzo Nobel N.V.

Key Highlights

  • Q3 2026 net sales: $1,311 million, an increase of $23 million versus the prior year period, according to the filing.
  • Adjusted EBITDA: $282 million, a decline of 4% compared to the prior year period, with an adjusted EBITDA margin of 21.5%.
  • 11th consecutive quarter above 20% adjusted EBITDA margin: the company disclosed this milestone during the call.
  • Free cash flow: $92 million, up 3% year-over-year, inclusive of approximately $21 million of merger-related cash costs incurred during the quarter.
  • Net income: $95 million for the quarter, with adjusted diluted EPS of $0.63, down 6% year-over-year.
  • Total net leverage: a record low 2.1 times, with gross debt falling below $3 billion for the first time in company history.
  • Commercial Vehicle net sales growth: 24% year-over-year, while Refinish net sales declined 2% to $504 million, driven by lower volumes in Europe.

Axalta Q3 2026 Results: Merger Costs, Europe Refinish Pressure, and Record Leverage Low

According to the filing, Axalta Coating Systems Ltd. (NYSE:AXTA) reported Q3 2026 net sales of $1,311 million, a 2% increase year-over-year, with volume growth in three of its four end markets and three of its four regions. CEO Chrishan Anton S. Villavarayan noted that Mobility Coatings delivered "record quarterly net sales and record third quarter adjusted EBITDA," while Commercial Vehicle net sales grew 24%. However, results were, per the transcript, "below our expectations, driven primarily by softer volumes in Europe Refinish," which the filing attributed to distributors adopting "more cautious ordering patterns" amid a weakening macroeconomic environment following five consecutive quarters of record sales in the region.

CFO Carl D. Anderson reported that adjusted EBITDA of $282 million represented a 4% decline versus the prior year, with the primary drivers identified as lower Refinish volumes in Europe and higher freight costs. The filing stated that freight costs were "up over 15% year-on-year," tied to a significant increase in diesel prices. Performance Coatings adjusted EBITDA was $188 million, a decline of 11% versus the prior year, with an adjusted EBITDA margin of 23%. SG&A was up 2%, while operating expenses declined 3%, which the company described as "reflecting strong cost discipline across the organization."

On the balance sheet, the filing disclosed that total net leverage reached a record low of 2.1 times and that gross debt fell below $3 billion for the first time in company history, approximately $500 million lower than two years prior. Year-to-date free cash flow was up 25% compared to the prior year period, inclusive of approximately $42 million of merger-related cash costs. Through September, the company reported winning approximately 2,600 net new body shops. The transcript was filed pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 of the Securities Exchange Act of 1934 in connection with the pending merger of equals with Akzo Nobel N.V.

What Was Disclosed

Axalta filed the corrected transcript of its Q3 2026 earnings call as a Form 425, disclosing quarterly net sales of $1,311 million, adjusted EBITDA of $282 million, net income of $95 million, adjusted diluted EPS of $0.63, and free cash flow of $92 million, alongside updates on merger-related costs and segment performance.