Villavarayan Chris 4

What Happened

• Chris Villavarayan, CEO & President and a director of Axalta Coating Systems (AXTA), had restricted stock units (RSUs) convert into common shares on February 28, 2026. A total of 49,911 shares were issued on conversion (25,280 + 24,631).
• To satisfy tax withholding on the vesting, 22,920 of those shares were withheld and disposed (11,609 shares at $33.41 for $387,857; 11,311 shares at $33.41 for $377,901), for combined proceeds of $765,758.
• The RSU conversions show $0 exercise price (i.e., the RSUs converted one-for-one into common stock). The withholding sale is a routine tax-related disposition, not a discretionary open-market sale.

Key Details

• Transaction date: February 28, 2026; Form 4 filed March 3, 2026.
• Conversion (derivative code M): 25,280 and 24,631 RSUs converted into 49,911 common shares (no cash exercise price).
• Tax withholding (code F): 11,609 shares sold at $33.41 for $387,857; 11,311 shares sold at $33.41 for $377,901. Total withheld/disposed = 22,920 shares for $765,758.
• Shares owned after the transaction: not specified in the filing.
• Relevant footnotes:
  • F1/F2: RSUs convert 1:1 and shares were withheld to satisfy tax withholding.
  • F3/F4: Grants referenced—75,839 RSUs granted Feb 28, 2023 (vesting in three annual installments starting Feb 28, 2024) and 73,893 RSUs granted Feb 28, 2024 (vesting in three annual installments starting Feb 28, 2025).
• No indication in the filing that this was a 10b5-1 plan or a gift; this appears to be a routine net share settlement to cover taxes.

Context

• This is a routine vesting/net-settlement transaction: RSUs vested and converted to shares, and a portion was withheld/sold to pay taxes. Such withholding sales are administrative and do not necessarily indicate buying or selling sentiment by the insider.
• For retail investors, purchase transactions are usually more informative than tax-withholding disposals; this filing reflects compensation vesting rather than a discretionary sale.