Akzo Nobel N.v.

Feb 3, 2026 at 6:04 AM UTC

Akzo Nobel N: Quarterly report - Q4 (report q4 2025 akzonobel)

‌AI‹zoNobeI

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‌Our results at a glance

Highlights Q4 2025 (compared with Q4 2024)

Organic sales down 1% on lower volumes; revenue down 9% on FX translation
Closing of divestment of Akzo Nobel India Ltd (valuation 25x EBITDA, proceeds of €922 million, operating income impact €655 million)
Operating income increased to €787 million (2024: €127 million)
Adjusted EBITDA at €309 million, up €16 million in constant currencies (2024: €321 million)
Adjusted EBITDA margin expansion to 13.0% (2024: 12.3%) driven by efficiency actions
Net cash from operating activities positive €462 million (2024: positive €398 million)
Proposed merger with Axalta to create a premier global coatings company
Highlights full-year 2025 (compared with full-year 2024)
Organic sales flat, with increase in price/mix offset by lower volumes; revenue down 5%
Operating income increased to €1,164 million, of which identified items of €83 million positive, including the India divestment, the Australian litigation and restructuring costs (2024: €917 million)
Adjusted EBITDA at €1,444 million, within 1% of initial guidance
Adjusted EBITDA margin expansion to 14.2% (2024: 13.8%); driven by OPEX reduction of €98 million at constant currencies on strong execution of efficiency programs
Net cash from operating activities €915 million (2024: €673 million) on working capital improvement

Final dividend proposed of €1.54 per share (2024: €1.54 per share)

	170.8	171.1	Weighted average number of shares (in millions)	170.7	171.0
Based on current market visibility and at prevailing trading conditions, the company expects to deliver	0.12	3.50	Earnings per share from total operations (in €)	3.17	3.71
€100 million of adjusted EBITDA improvement in constant currencies. As a result, adjusted EBITDA for	0.56	0.56	Adjusted earnings per share from continuing operations (in €)*	3.88	3.63

Outlook*

Summary of financial results

Fourth quarter January-December

2024	2025	∆% in € millions/%	2024	2025	∆%
2,619	2,372	(9%) Revenue	10,711	10,158	(5%)
127	787	Operating income	917	1,164	27%
(100)	570	Identified items*	(196)	83
227	217	(4%) Adjusted operating income*	1,113	1,081	(3%)
321	309	(4%) Adjusted EBITDA*	1,478	1,444	(2%)

12.3 13.0 Adjusted EBITDA margin (%)* 13.8 14.2

Average invested capital* 8,350 8,016 (4%)

		ROI (%)*	13.3	13.5

114	100	Capital expenditures*	306	309
		Net debt*	3,901	2,942
		Leverage ratio*	2.6	2.0
398	462	Net cash from operating activities	673	915
284	362	Free cash flow*	367	606
		Number of employees (FTEs)	34,600	31,500
21	598	Net income attributable to shareholders	542	635

the full-year 2026 is expected to be at or above €1.47 billion, based on year-end 2025 exchange rates and adjusted for the India divestment.

For the mid-term, AkzoNobel aims to expand profitability to deliver an adjusted EBITDA margin of above 16% and a return on investment between 16% and 19%, underpinned by organic growth and industrial excellence.

The company expects leverage to be around 2 times net debt/adjusted EBITDA by the end of 2026. In the mid-term, AkzoNobel aims to maintain leverage around 2 times, while remaining committed to an investment grade credit rating.

Closing of the Axalta merger, which is subject to shareholder and regulatory approvals, is expected in late 2026 or early 2027.

* Outlook represents current company expectations based on organic volumes adjusted for the India divestment, is subject to ongoing market uncertainties and at exchange rates as of the end of 2025. Outlook is on a standalone basis and excludes any effects from the proposed merger with Axalta.

* Alternative performance measure: For more details on these measures, including reconciliation to the most directly comparable IFRS measures and explanation of their use, refer to the Notes to the condensed consolidated financial statements, APM paragraph.

Alternative Performance Measures (APMs)

AkzoNobel uses APM adjustments to IFRS measures to provide supplementary information on the reporting of the underlying developments of the business. A reconciliation of the Alternative Performance Measures to the most directly comparable IFRS measures can be found in the Notes to the condensed consolidated financial statements, paragraph "Alternative Performance Measures."

‌Financial highlights

Q4 2025

Revenue

in % versus Q4 2024

Volume

Price/ mix

Organic sales*

Acq./ div

Other Revenue

Fourth quarter January-December

∆% ∆%

Decorative Paints

(1)

(6)

(1) (9)

Revenue

Organic sales down 1%, with an increase in price/mix more than offset by lower volumes. Volumes in Decorative Paints EMEA and Deco Asia were flat, while volumes in Deco LATAM were down. In Performance Coatings, volumes continued to be impacted by macro-economic uncertainties in North America. Price/mix was up

1%, driven by positive pricing in all businesses, except for Deco Asia.

The translation effect due to the strong euro impacted revenue by minus 6%, the India divestment impacted revenue by minus 1% and Other (which mainly relates to hyperinflation accounting) also impacted revenue by minus 1%. As a result, revenue was 9% lower overall.

2,619 2,372 (9%) (1%) Total 10,711 10,158 (5%) -%

* Alternative performance measure: For more details on these measures, including explanation of their use, refer to the Notes to the condensed consolidated financial statements, APM paragraph.

-2%

-1%

-6%

-1% -9%

2024	2025	∆%	Orga nic*	in € millions	2024	2025	∆%	Orga nic*	Performance
1,017	925	(9%)	(1%) Decorative	4,301	4,090	(5%)	-%	Coatings	(3)	1	(2)	(1)	(6)	(1)	(10)
			Paints					Total	(2)	1	(1)	(1)	(6)	(1)	(9)
1,602	1,447	(10%)	(2%) Performance Coatings	6,410	6,068	(5%)	-%

in % versus full-

year 2024 Volume

	Paints	(1)	1	- -	(4)	(1)	(5)
	Performance Coatings	(2)	2	- -	(4)	(1)	(5)
Revenue development Q4 2025	Total	(2)	2	- -	(4)	(1)	(5)

Decorative

Volume development per

Price/ mix

Organic sales

Acq./

div FX Other Revenue

Full-year 2025

Revenue

Organic sales flat, with an increase in price/mix offset by lower volumes. Price/mix was up 2%, mainly due to positive pricing.

-5

-10

Volume Price/mix Organic

sales

Acq./div. FX Other Revenue

quarter (year-on-year) in % Q4 24 Q1 25 Q2 25 Q3 25 Q4 25

Decorative Paints (2) (3) - 1 (1)

Performance Coatings 1 (1) (2) (2) (3)

Total - (2) (1) (1) (2)

Volumes were 2% lower due to the impact of macro-economic uncertainties, particularly in North America.

Price/mix development per quarter (year-on-year) in %	Q4 24	Q1 25	Q2 25	Q3 25	Q4 25
Decorative Paints	2	2	1	1	-
Performance Coatings	1	2	2	1	1
Total	1	2	1	1	1
Organic sales development per quarter (year-on-year) in %	Q4 24	Q1 25	Q2 25	Q3 25	Q4 25
Decorative Paints	-	(1)	1	2	(1)
Performance Coatings	2	1	-	-	(2)
Total	1	-	-	1	(1)
Revenue development per quarter (year-on-year) in %	Q4 24	Q1 25	Q2 25	Q3 25	Q4 25
Decorative Paints	3	(2)	(5)	(3)	(9)
Performance Coatings	4	-	(6)	(6)	(10)
Total	4	(1)	(6)	(5)	(9)

Revenue development full-year 2025

The translation effect due to the strong euro impacted revenue by minus 4%, while Other (which mainly relates to hyperinflation accounting) was down 1%, resulting in 5% lower revenue overall.

-5

-10

2% -% -%

-2%

-4%

-1% -5%

Volume Price/mix Organic

sales

Acq./div. FX Other Revenue

Financial highlights

Q4 2025

lower volumes, keeping operating expenses lower year-on-year

despite wage and general inflation. Adjusted EBITDA margin

Adjusted EBITDA*

improved to 14.2% (2024: 13.8%).	2024	2025	∆%	in € millions	2024	2025	∆%
Operating income	113	125	11%	Decorative Paints	635	648	2%

Fourth quarter January-December

Operating income increased to €787 million (2024: €127 million). Operating income included the gain on the India divestment, which contributed €655 million to operating income (included in Other activities). For more details on the impact of the India divestment, reference is made to the Notes to the condensed consolidated financial statements.

Adjusted EBITDA

Adjusted EBITDA at €309 million (2024: €321 million), including a

€28 million negative impact from FX translation. Structural cost measures helped offset most of the impact from lower volumes, keeping operating expenses lower year-on-year despite wage and general inflation. The India divestment decreased adjusted EBITDA when compared to prior year by €6 million. Gross margin increased slightly.

Adjusted EBITDA margin improved to 13.0% (2024: 12.3%).

Full-year 2025

Operating income

Operating income increased to €1,164 million (2024: €917 million) and included identified items of positive €83 million (2024: negative €196 million). The profit from the India divestment, reported in Other activities, more than offset the costs of the provision for the Australian litigation, reported in Performance Coatings, and the costs related to our restructuring programs.

Adjusted EBITDA

Adjusted EBITDA at €1,444 million (2024: €1,478 million), including a €85 million negative impact from FX translation. Structural cost measures helped offset most of the impact from

Financing income and expenses

Financing income and expenses amounted to negative €199 million (2024: negative €102 million), with net interest on net debt stable at €127 million (2024: €126 million). The €97 million increase includes an (identified) charge of €21 million related to recording the interest portion of the provision for the Australian litigation. The remainder of the increase is mainly due to hyperinflation accounting and the impact of a prior year interest gain related to the release of a provision for an uncertain tax position.

Income tax

The effective tax rate was 32.7% (2024: 29.4%). The tax rate was impacted by the derecognition of deferred tax assets, due to a combination of changes in forecasted taxable income in certain jurisdictions and increased deferred tax assets related to temporary differences (Australian litigation), and the India divestment. Excluding these two effects, the tax rate would have been 28.7%.

Net income

Net income attributable to shareholders was €635 million (2024:

€542 million). Earnings per share from total operations was

€3.71 (2024: €3.17). Adjusted earnings per share from continuing operations was €3.63 (2024: €3.88).

230 190 (17%) Performance Coatings 913 843 (8%)

(22) (6) Other activities (70) (47)

321 309 (4%) Total 1,478 1,444 (2%)

Operating income

Fourth quarter January-December

2024	2025	in € millions	2024	2025	∆%
41	74	Decorative Paints	405	401	(1%)
150	117	Performance Coatings	679	300	(56%)
(64)	596	Other activities	(167)	463
127	787	Total	917	1,164	27%

Operating income to net income

Fourth quarter January-December

2024	2025	in € millions	2024	2025
127	787	Operating income	917	1,164
(36)	(43)	Financing income and expenses	(102)	(199)
4	2 Results from associates		23	33
95	746 Profit before tax		838	998
(59)	(140) Income tax		(246)	(326)
36	606	Profit from continuing operations	592	672
-	-	Profit from discontinued operations	-	(1)
36	606	Profit for the period	592	671
(15)	(8) Non-controlling interests		(50)	(36)
21	598 Net income		542	635

Revenue

Fourth quarter

January-December

∆% Orga

‌Decorative Paints

Highlights Q4 2025

Organic sales down 1%, revenue down 9% on FX translation and due to the India divestment

Operating income at €401 million (2024: €405 million). The €22 million increase in identified items, which was driven by restructuring programs, was partly offset by lower operating expenses.

Adjusted EBITDA increased to €648 million (2024: €635 million),

2024

2025

∆%

nic*

in € millions

2024

2025

∆%

nic*

despite €40 million negative FX translation impact. Adjusted EBITDA

margin expanded to 15.8% (2024: 14.8%).

527

503

(5%)

(1%)

Decorative Paints EMEA

2,462

2,412

(2%)

Adjusted EBITDA margin increased to 13.5% (2024: 11.1%)

Q4 2025

Organic sales down 1% on lower volumes. Higher volumes in Deco China were more than offset by lower volumes in Deco LATAM and Deco SESA. Volumes in Deco EMEA were flat. Positive pricing was

Revenue development Q4 2025

251 225 (10%) 1% Decorative

Paints Latin America

239 197 (18%) (3%) Decorative

1,017 925 (9%) (1%) Total 4,301 4,090 (5%) -%

Paints Asia

825 758 (8%) 6%

1,014 920 (9%) (3%)

driven by Deco EMEA and Deco LATAM; mix was negative.

The translation effect due to the strong euro impacted revenue by

*Alternative performance measure: For more details on these measures, including explanation

of their use, refer to the Notes to the condensed consolidated financial statements, APM paragraph.

minus 6%, the India divestment impacted revenue by minus 1% and

Other (which mainly relates to hyperinflation accounting) impacted

-5

-10

-1%

-1% -1%

-6%

-1%

-9%

Key financial figures

Fourth quarter January-December

revenue by minus 1%. As a result, revenue was 9% lower.

Volume Price/mix Organic

Acq./div. FX Other Revenue

2024 2025 ∆% in € millions/% 2024 2025 ∆%

	sales	41	74	80%	Operating income	405	401	(1%)
Operating income increased to €74 million (2024: €41 million), driven		(33)	(14)		Identified items1	(80)	(102)
by lower identified items (down €19 million compared with 2024).	Revenue development full-year 2025	(39)	(37)		Depreciation and amortization,2	(150)	(145)
		113	125	11%	Adjusted EBITDA1	635	648	2%

Adjusted EBITDA increased to €125 million (2024: €113 million), including a €13 million negative FX translation impact. Lower operating expenses and an increase in gross margin more than offset slightly lower volumes. Adjusted EBITDA margin expansion to 13.5% (2024: 11.1%).

Full-year 2025

Organic sales flat, with an increase in price/mix partly offset by lower volumes. Volumes were lower in Deco EMEA and Deco LATAM, while volumes in Deco Asia were up, driven by China outperforming a weak market. Price/mix up 1%, driven by positive pricing in Deco EMEA and Deco LATAM.

Currency translation impacted revenue by 4%, while Other (which mainly relates to hyperinflation accounting) was down 1%, resulting in 5% lower revenue.

-5

-10

1% -% -%

-1%

-4%

-5%

Volume Price/mix Organic

sales

Acq./div. FX Other Revenue

11.1 13.5 Adjusted EBITDA margin (%)1 14.8 15.8

Average invested capital1 3,921 3,525 (10%)

ROI (%)1 12.4 14.3

1 Alternative performance measure: For more details on these measures, including reconciliation to the most directly comparable IFRS measures and explanation of their use, refer to the Notes to the condensed consolidated financial statements, APM paragraph.

2 Excluding identified items.

Europe, Middle East and Africa

Q4 organic sales down 1%, revenue down 5%. Volume growth in DIY, mainly driven by growth in UK, South and South Eastern Europe and Africa, offset by lower volumes in Professional. Pricing was positive, mix was negative.

Full-year organic sales flat with positive pricing, revenue down 2%. Slightly lower volumes in a soft market, with volume growth in South Europe and Africa and lower volumes in Western Europe.

Latin America

Q4 organic sales were up 1%, revenue down 10% on currency translation. Pricing was positive, also when excluding inflationary pricing in Argentina. Lower volumes were driven by Brazil, partly offset by volume increases in Argentina.

Full-year organic sales were up 6%, revenue down 8% on currency translation. Slightly lower volumes were driven by Brazil.

Asia

Q4 organic sales down 3%, revenue down 18% on currency translation, which impacted revenue by minus 9%, and due to the India divestment, which impacted revenue by minus 6%. Full-year organic sales were down 3%, revenue down 9% mainly on currency translation.

Both in Q4 2025 and for the full-year, volumes in China were higher, outperforming a weak market, but were offset by negative mix. In SESA, strong growth in Vietnam was offset by a weaker market in Indonesia.

Rosario adds color to anniversary celebrations

The city of Rosario in Argentina recently celebrated its 300th anniversary with a giant 3,200 square meter mural, which was created with help from our International and Alba brands. We teamed up with artist David Petroni to bring to life the largest flag mural in the country, which is located in Parque España, helping to paint a more colorful future for Rosario and its people.

‌Performance Coatings

Highlights Q4 2025

Organic sales down 2%; revenue down 10% on FX translation
Adjusted EBITDA margin at 13.1% (2024: 14.4%)

Q4 2025

Organic sales down 2%, driven by lower volumes, partially offset by higher pricing. Volumes continued to be impacted by macroeconomic uncertainties in North America and, to a lesser extent,

mainly due to recording a provision for the Australian litigation (€272 million) and restructuring programs (€88 million).

Revenue Fourth quarter		∆% Orga		January-December ∆% Orga
2024	2025	∆%	nic1	in € millions	2024	2025	∆%	nic1
338	312	(8%)	-%	Powder Coatings	1,365	1,280	(6%)	(1%)
414 373 (10%) (1%) Marine and 1,575 Protective Coatings						1,570	-%	5%
352 324 (8%) 1% Automotive and 1,434 Specialty Coatings						1,347	(6%)	(1%)
498	438	(12%)	(4%) Industrial Coatings		2,036	1,871	(8%)	(3%)
1,602	1,447	(10%)	(2%) Total		6,410	6,068	(5%)	-%

Excluding identified items, lower operating expenses and higher pricing partly offset the impact from lower volumes and lower gross margin.

Adjusted EBITDA at €843 million (2024: €913 million), including a

€56 million negative FX translation impact. Adjusted EBITDA margin at 13.9% (2024: 14.2%).

Europe. Pricing was positive across all businesses.

Operating income at €117 million (2024: €150 million). Lower operating expenses and an increase in pricing were more than offset by the impact from lower volumes and lower gross margin.

Revenue development Q4 2025

-3%

-2%

-1%

-5

-10

sales*	2024	2025	∆%	in € millions / %	2024	2025	∆%
	150	117		Operating income	679	300
	(34)	(28)		Identified items1	(56)	(365)
	(46)	(45)		Depreciation and amortization2	(178)	(178)
230 190 (17%) Adjusted EBITDA1 913 843 (8%)

Volume Price/mix Organic

Acq./div.

1 Alternative performance measure: For more details on these measures, including explanation of their use, refer to the Notes to the condensed consolidated financial statements, APM paragraph.

-6%	-1%	-10%
FX	Other	Revenue

Key financial figures

Fourth quarter January-December

Adjusted EBITDA at €190 million (2024: €230 million), including a

€19 million negative FX translation impact. Adjusted EBITDA margin at 13.1% (2024: 14.4%).

Full-year 2025

Organic sales flat, with positive pricing in all businesses offset by lower volumes. Volume growth in Marine and Protective Coatings was more than offset by the impact from macro-economic uncertainties, particularly in North America.

Currency translation impacted revenue by 4%, while Other (which mainly relates to hyperinflation accounting) was down 1%, resulting in revenue being down 5%.

Operating income at €300 million (2024: €679 million), impacted by identified items of negative €365 million (2024: negative €56 million),

Revenue development full-year 2025

2% -% -%

-2%

-5

-10

Volume Price/mix Organic Acq./div.

sales

14.4 13.1 Adjusted EBITDA margin (%)1 14.2 13.9

Average invested capital1 3,773 3,595 (5%)

ROI (%)1 19.5 18.5

-4%	-1%	-5%
FX	Other	Revenue

2 Excluding identified items.

Powder Coatings

Q4 organic sales flat, revenue down 8% on currency translation. Full-year organic sales down 1%, revenue down 6% on currency translation.

Both in Q4 2025 and for the full-year, higher volumes in automotive and functional, driven by growth in Asia, were more than offset by lower volumes in industrial & consumer, specifically in the Americas.

Marine and Protective Coatings

Q4 organic sales down 1%, revenue down 10% on currency translation. Volumes in marine were lower on strong prior year comparatives, while higher volumes in protective were driven by growth in Asia.

Full-year organic sales up 5%, revenue flat. Double-digit growth in protective was driven by North America and Asia, with marine stabilizing despite strong prior year comparatives.

Automotive and Specialty Coatings

Q4 organic sales up 1%, revenue down 8% on currency translation. Organic sales growth driven by an increase in price/mix. Volumes overall were down, mainly due to lower volumes in automotive, with higher volumes in aerospace and vehicle refinishes, which was driven by growth in Asia.

Full-year organic sales down 1%, revenue down 6% on currency translation. Lower volumes reflected weak demand within automotive and vehicle refinishes, particularly in North America. Volumes were higher in aerospace. Positive price/mix.

Industrial Coatings

Q4 organic sales down 4%, revenue down 12% on currency translation. Full-year organic sales down 3% driven by lower volumes, revenue down 8% on currency translation. Both in Q4 2025 and for the full-year, volumes were down in all segments, with packaging impacted by strong prior year comparatives.

AkzoNobel spreading its wings with US aerospace coatings investment We're making a major investment to upgrade our Waukegan, Illinois, facility in the US - the company's biggest aerospace coatings production site. As well as increasing capacity, installing new machinery and introducing more automated processes, the two-phase project will also include creating a new warehouse space just across the state border in Wisconsin.

‌Condensed consolidated financial statements

Condensed consolidated statement of income

Condensed consolidated statement of comprehensive income

Condensed consolidated balance sheet

Fourth quarter January-December

December 31,

2024 2025 in € millions	2024	2025		2024 2025	in € millions	2024	2025		in € millions 2024 2025
Continuing operations				36 606	Profit for the period	592	671

1,026	936 Gross profit	4,337	4,049
(898)	(811) SG&A costs	(3,414)	(3,275)
(1)	662 Other results	(6)	390
127	787 Operating income	917	1,164
(36)	(43) Financing income and expenses	(102)	(199)
4	2 Results from associates	23	33

translation of foreign operations

Assets

2,619	2,372 Revenue	10,711	10,158		Other comprehensive income
(1,593)	(1,436) Cost of sales	(6,374)	(6,109)		124 171 Exchange differences arising on	148	(247)

Non-current assets

Intangible assets 4,049 3,798

-	(12) Cash flow hedges	-	-	Property, plant and equipment	2,122	2,039
(89)	62 Post-retirement benefits	(135)	13	Right-of-use assets	318	294
22	(22) Tax relating to components of	31	(7)	Other non-current assets	1,924	1,760

other comprehensive income

95	746 Profit before tax	838	998	93	805	Comprehensive income for the period	636	430
(59)	(140) Income tax	(246)	(326)
36 606 Profit for the period from continuing 592 672 Comprehensive income for the period attributable to
operations					67	794	Shareholders of the company	570	418

57 199 Other comprehensive income for the period (net of tax)

Total non-current assets	8,413	7,891
Current assets
Inventories	1,721	1,529
Trade and other receivables	2,498	2,403
Current tax assets	150	209
Short-term investments	165	302

44 (241)

Discontinued operations 26 11 Non-controlling interests 66 12

-	-	Profit/(loss) for the period from discontinued	-	(1)	93	805	Comprehensive income for the period	636	430	Cash and cash equivalents	1,302	1,618
		operations								Total current assets	5,836	6,061
36	606	Profit for the period	592	671						Total assets	14,249	13,952
Attributable to

21	598	Shareholders of the company	542	635
15	8	Non-controlling interests	50	36
36	606	Profit for the period	592	671

Equity and liabilities
Group equity	4,816	4,822
Non-current liabilities
Provisions and deferred tax liabilities	1,032	1,253
Long-term borrowings	3,671	3,670
Total non-current liabilities	4,703	4,923
Current liabilities
Short-term borrowings	1,697	1,192
Trade and other payables	2,740	2,690
Current tax liabilities	120	139
Current portion of provisions	173	186
Total current liabilities	4,730	4,207
Total equity and liabilities	14,249	13,952

Cash flows

Net cash from operating activities in Q4 was an inflow of €462 million (2024: inflow of €398 million). The increase compared with Q4 2024 is mainly due to improvements in changes in working capital.

Net cash from investing activities in Q4 was an inflow of €414 million (2024: outflow of €34 million). The inflow was driven by €776 million of cash inflow from the India divestment (net of €98 million of income taxes paid and €28 million of cash derecognized at disposal). The remainder of the inflow was mainly the result of real estate divestments. This inflow was partly offset by a net outflow in short-term investments of €305 million.

398	462 Net cash generated from/(used for)	673	915	(114)	(100) Capital expenditures	(306)	(309)
	operating activities			284	362 Free cash flow1	367	606

(114)	(100) Capital expenditures	(306)	(309)

Net cash from financing activities in Q4 was an outflow of €603

Consolidated statements of cash flows

Fourth quarter January-December

2024	2025	in € millions	2024	2025
1,903	1,324	Net cash and cash equivalents at beginning of period	1,453	1,273

36	606	Profit for the period from continuing operations	592	672
94	98	Amortization and depreciation	371	378
-	1	Impairment losses	-	9
36	43	Financing income and expenses	102	199
(4)	(2) Results from associates		(23)	(33)
1	(662) Pre-tax results on acquisitions and divestments		3	(678)
59	140 Income tax		246	326
218	338 Changes in working capital		(206)	166

Free cash flow

The free cash flow in Q4 2025 improved compared with Q4 2024, mainly due to improvements in changes in working capital.

Consolidated statement of free cash flows

2024	2025	in € millions	2024	2025
221	885	EBITDA	1,288	1,542
-	1	Impairment losses	-	9
1	(662)	Pre-tax results on acquisitions and divestments	3	(678)
218	338	Changes in working capital	(206)	166
(1)	(1)	Pension top-up payments	(1)	(5)
32	(10)	Changes in provisions	8	292
(29)	(15)	Interest paid	(174)	(162)
(56)	(75)	Income tax paid	(291)	(268)
12	1	Other changes	46	19
398	462	Net cash generated from/(used for) operating activities	673	915

Fourth quarter January-December

million (2024 outflow €1.0 billion) and was impacted by €523 million	(10)	(4) Changes in post-retirement benefit provisi	ons (17)	(12)
outflow from borrowings, due to the repayment of a short-term bank	41	(7) Changes in other provisions	24	299
loan. In Q4 2024, the outflow of €1.0 billion mainly related to	(29)	(15) Interest paid	(174)	(162)
changes from borrowings, including the redemption of a €500 million	(56)	(75) Income tax paid	(291)	(268)

bond and a net decrease of the short-term loans.

12 1 Other changes 46 19

Net debt

(11) 799 Acquisitions and divestments net of cash acquired/divested

2 816

1 Alternative Performance Measures: For more details on these measures, refer to the Notes to the condensed consolidated financial statements, APM paragraph.

At December 31, 2025, net debt was €2,942 million (December 31,			(101)	(305)	Investments in short-term investments	(320)	(314)
2024: €3,901 million). The decrease was mainly due to net cash			160	2	Repayments of short-term investments	423	174
generated from operating activities for the period (€915 million) and			32	18	Other changes	69	75
net proceeds from acquisitions and divestments (€816 million), partly			(34)	414	Net cash generated from/(used for)	(132)	442
offset by capital expenditures (€309 million) and dividends paid (€382					investing activities
million). Leverage ratio (net debt/adjusted EBITDA) at December 31,			(901)	(523)	Changes from borrowings	(295)	(582)
2025, was 2.0 (December 31, 2024: 2.6).			(99)	(80)	Dividends paid	(385)	(382)
			-	-	Non-controlling interests transactions	(4)	(17)
Net debt1			(1,000)	(603)	Net cash generated from/(used for) financing activities	(684)	(981)
	December 31,	December 31,	(636)	273	Net cash generated from/(used for)	(143)	376
in € millions	2024	2025			continuing operations

Short-term investments	(165)	(302)	(1)	-	Cash flows from discontinued operations	(5)	(1)

Cash and cash equivalents	(1,302)	(1,618)	(637)	273	Net change in cash and cash equivalents	(148)	375
Long-term borrowings	3,671	3,670			total operations
Short-term borrowings	1,697	1,192	7	8	Effect of exchange rate changes on cash and	(32)	(43)
cash equivalents Total 3,901 2,942 1,273 1,605 Net cash and cash equivalents at 1,273 1,605 1 Alternative Performance Measures: For more details on these measures, refer to the December 31

Notes to the condensed consolidated financial statements, APM paragraph.

Shareholders' equity and non-controlling interests

Development of shareholders' equity

Shareholders' equity amounted to €4.7 billion at December 31, 2025, compared with €4.6 billion at year-end 2024. The main movements in 2025 related to:

Outstanding share capital

The outstanding share capital was 171.1 million common shares at the end of December 2025. The weighted average number of shares in Q4 2025 was 171.1 million shares.

Consolidated statement of changes in equity

Cumulative

Other (legal) reserves and

Share-

Non-

Profit for the period of €635 million
Offset by:
Negative currency effects of €222 million (net of taxes) driven by strengthening of the euro versus other currencies, in particular the US dollar, Chinese yuan, and pound sterling, partly offset by the recycling of the cumulative translation reserve of Akzo Nobel India Ltd in the statement of income
Dividend of €339 million

Dividend

The dividend policy remains unchanged and is to pay a stable to rising dividend.

A final 2024 dividend of €1.54 per common share (2023: €1.54) was approved at the AGM on April 25, 2025, which resulted in a total 2024 dividend of €1.98 per share (2023: €1.98).

In 2025, an interim dividend of €0.44 per share was paid (2024:

€0.44). A final 2025 dividend of €1.54 (2024: €1.54) per common share is proposed.

Balance at December 31, 2023	85	-	(711)	4,948	4,322	224	4,546
Profit for the period	-	-	-	542	542	50	592
Other comprehensive income/(expense)	-	-	132	(135)	(3)	16	13
Tax on other comprehensive income	-	-	-	31	31	-	31
Comprehensive income for the period	-	-	132	438	570	66	636
Dividend	-	-	-	(338)	(338)	(47)	(385)
Equity-settled transactions	-	-	-	23	23	-	23
Acquisitions and divestments	-	-	-	(3)	(3)	(1)	(4)
Balance at Balance at December 31, 2024	85	-	(579)	5,068	4,574	242	4,816

Balance at December 31, 2024	85	-	(579)	5,068	4,574	242	4,816
Profit for the period	-	-	-	635	635	36	671
Other comprehensive income/(expense)	-	15	(336)	13	(308)	(24)	(332)
Tax on other comprehensive income	-	-	1	(8)	(7)	-	(7)
Reclassification into the statement of income	-	(15)	113	-	98	-	98
Comprehensive income for the period	-	-	(222)	640	418	12	430
Dividend	-	-	-	(339)	(339)	(43)	(382)
Equity-settled transactions	-	-	-	24	24	-	24
Issue of common shares	1	-	-	(1)	-	-	-
Acquisitions and divestments	-	-	-	(18)	(18)	(48)	(66)
Balance at Balance at December 31, 2025	86	-	(801)	5,374	4,659	163	4,822

in € millions

Subscribed share capital

Cash flow hedge reserve

translation reserves

undistributed profit

holders' equity

controlling

interests Group equity

Acquisitions and divestments

The acquisition and divestments in other (legal) reserves and

undistributed profit mainly contain the impact of internal transfers in

advance of the sale of Akzo Nobel India Ltd (ANIL). The India Powder Coatings business and the International Research Center were transferred from ANIL to a wholly owned subsidiary, while certain intellectual property rights were sold to ANIL. These internal transfers decreased the shareholders' equity by €19 million, due to the excess paid over the carrying value of the assets and liabilities acquired.

The €48 million decrease in non-controlling interests is mainly related to the divestment of ANIL. For more details, reference is made to the Notes to the condensed consolidated financial statements.

Invested capital

Invested capital at December 31, 2025, totaled €7.6 billion, down

€0.7 billion from year-end 2024. This decrease was mainly caused by negative currency translation, lower trade working capital and the India divestment.

Invested capital1
in € millions	December 31, 2024	December 31, 2025
Trade receivables	2,144	1,990
Inventories	1,721	1,529
Trade payables	(2,220)	(2,157)
Trade working capital	1,645	1,362
Other working capital items	(137)	(50)
Non-current assets	8,413	7,891
Less investments in associates	(227)	(232)
Less pension assets	(929)	(891)
Deferred tax liabilities	(491)	(487)
Invested capital	8,274	7,593

1 Alternative Performance Measures: For more details on these measures, refer to the Notes to the condensed consolidated financial statements, APM paragraph.

Trade working capital

Trade working capital was €1.4 billion at December 31, 2025 (December 31, 2024: €1.6 billion).

Trade working capital as a percentage of revenue was 14.4% in Q4 2025. On a comparable basis (excluding the impact of the India divestment) it was 14.7%, down 1.0% compared with Q4 2024, mainly due to lower inventories and trade receivables.

Trade working capital1

As % of revenue

14.4

15.7

16.7

17.0

18.0

Q4 24 Q1 25 Q2 25 Q3 25 Q4 25

1 Alternative Performance Measures: For more details on these measures, refer to the Notes to the condensed consolidated financial statements, APM paragraph.

Workforce

At December 31, 2025, the number of employees was 31,500 (December 31, 2024: 34,600). On a comparable basis (excluding the impact of the India divestment), headcount was down 1,800 employees driven by efficiency programs.

‌Notes to the condensed

consolidated financial statements

General information

Akzo Nobel N.V. is a public limited liability company headquartered in Amsterdam, the Netherlands. The interim condensed consolidated financial statements include the condensed financial statements of Akzo Nobel N.V. and its consolidated subsidiaries (in this document referred to as "AkzoNobel", "the Group" or "the company"). The company was incorporated under the laws of the Netherlands and is listed on Euronext Amsterdam.

Basis of preparation

All figures in this report are unaudited. The interim condensed consolidated financial statements were discussed and approved by the Board of Management and the Supervisory Board. These interim condensed financial statements have been authorized for issue.

The interim condensed consolidated financial statements should be read in conjunction with AkzoNobel's consolidated financial statements in the 2024 annual report as published on February 26, 2025. The 2024 financial statements were adopted by the Annual General Meeting of shareholders on April 25, 2025. In accordance with Article 393 of Book 2 of the Dutch Civil Code, PricewaterhouseCoopers Accountants N.V. has issued an unqualified auditor's opinion on the 2024 financial statements.

The full-year 2025 numbers included in the interim condensed consolidated financial statements are derived from the consolidated financial statements 2025. The consolidated financial statements 2025 have not yet been audited nor published by law, and still have to be adopted by the Annual General Meeting of shareholders. The consolidated financial statements will be published on February 24, 2026.

Accounting policies

The material accounting policies applied in the interim condensed consolidated financial statements are consistent with those applied in AkzoNobel's consolidated financial statements for the year ended December 31, 2024, except for IFRS Accounting Standards as adopted by the European Union becoming effective on January 1, 2025, which for this year relates to amendments to IAS 21 "Lack of exchangeability". These changes have been assessed for their potential impact. It was concluded that these changes do not have a material effect on AkzoNobel's consolidated financial statements.

The interim condensed consolidated financial statements have been prepared in accordance with, and contain the information required by IFRS Accounting Standards as issued by the International Accounting Standards Board as adopted by the European Union (EU-IFRS), IAS 34 "Interim Financial Reporting".

Significant estimates

The applied estimates in the interim condensed consolidated financial statements are consistent with those applied in AkzoNobel's consolidated financial statements for the year ended December 31, 2024, except for a change in the treatment of Dulux, a brand with an indefinite useful life which is used globally, for impairment testing purposes.

As from 2025, following organizational changes, the brand is managed under global leadership and through a global commercial organization. This has led to a revision of how Dulux is tested for impairments annually. Previously, as the brand was managed in a more decentralized manner, the brand value was allocated to the individual business units in accordance with the values measured per the purchase price allocation date.

Following the organizational change, the brand is now treated as a corporate asset for impairment testing purposes. Each year, the brand's value is allocated to the carrying values of relevant individual business units (the applicable cash-generating-unit for goodwill impairment testing), based on the business unit's relative share of the global Dulux revenues. We consider this to be a reasonable and consistent basis, as the business units generate the cash flows to recover the central brand value.

This change resulted in a modification to the carrying values of the business units Decorative Paints Europe, Middle East and Africa (€125 million increase), Decorative Paints China and North Asia (€239 million decrease), and Decorative Paints South East and South Asia (€113 million increase). Prior to the change, under the existing method, an impairment assessment was performed for these business units. No impairment loss was recognized as a result of this assessment. It is not possible to reliably assess the impact of this change on future periods

Revenue disaggregation

The table below reflects the disaggregation of revenue. Additional disaggregation of revenue is included on the respective pages on Decorative Paints and Performance Coatings.

Revenue disaggregation

Pensions

The net balance sheet position (according to IAS 19) of the pension plans at the end of Q4 was a surplus of €0.6 billion (year-end 2024: surplus of €0.6 billion). The development during 2025 was mainly the offsetting effect of lower inflation rates and lower plan asset returns in key countries.

The carrying amount of the financial assets and current liabilities is a reasonable approximation of their fair value. The fair value of total borrowings as at December 31, 2025, was €4,768 million (December 31, 2024: €5,256 million); the carrying amount measured at amortized cost was €4,863 million (December 31, 2024: €5,368 million).

During the year there have been no material changes in the fair value

	Decorative	Performance	Hyperinflation accounting (Türkiye and
in € millions	Paints	Coatings	Total	Argentina)
The Netherlands	220	110	330
Other EMEA countries	2,192	2,364	4,556	For Türkiye and Argentina, hyperinflation accounting is applied. The
North Asia	426	1,166	1,592	impact of the application of hyperinflation accounting, which includes
South East and South Asia	494	712	1,206	the use of end of period rates to translate the statement of the
North America	-	1,264	1,264	income statement, is shown in the table below.
Latin America	758	452	1,210
Total 4,090 6,068 10,158				Hyperinflation accounting

January-December 2025

hierarchy.

Cash flow reconciliation

December 31,

in € millions	2024 December	31, 2025
Cash and cash equivalents in the balance sheet	1,302	1,618
Debt to credit institutions	(29)	(13)
Total per statement of cash flows	1,273	1,605

Timing of revenue recognition

Goods transferred at a point in time 4,027 5,850 9,877

Services transferred over time 63 218 281

Total 4,090 6,068 10,158

Fourth quarter January-December

2024

2025

in € millions

2024

2025

Revenue

(17)

(8) (5) Operating income (47) (22)

Hyperinflation: gain/loss on net monetary

Related parties

AkzoNobel traded goods and services with various related parties in which we hold a 50% or less equity interest (associates), which are not material to the condensed consolidated financial statements.

We consider the members of the Executive Committee and the Supervisory Board to be the key management personnel as defined in IAS 24 "Related parties".

	(3)	(6) position	15	(26)
Seasonality	(4)	(1) Other financing income/expenses	(3)	1
	(15)	(12) Profit before tax	(35)	(47)
Revenue and results in Decorative Paints are impacted by seasonal	(6)	- Income tax	(18)	(4)
influences. Revenue and profitability tend to be higher in the second	(21)	(12) Profit for the period	(53)	(51)
and third quarter of the year as weather conditions determine if	3	2 Non-controlling interests	10	9
paints and coatings can be applied.	(18)	(10) Net income	(43)	(42)

In Performance Coatings, revenue and profitability vary, among others, with building patterns from original equipment manufacturers.

Other activities

In Other activities, we report activities which are not allocated to a particular segment.

Hyperinflation impact on adjusted EBITDA for the full-year was €18 million negative (2024: €28 million negative); the impact for Q4 was

€4 million negative (2024: €3 million negative).

Financial risk management

The consolidated financial statements for the year ended

December 31, 2024, provide a description of the financial risks faced by the company in its regular operations, as well as the policies and procedures established to mitigate these risks.

The risks, policies and procedures outlined in the consolidated financial statements are still applicable and relevant.

Contingent liabilities/Project Ichthys update

A contingent liability is a liability of uncertain timing or amount. Contingent liabilities are not recognized in the balance sheet because they are dependent on the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity, or because (i) it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or (ii) the amount of the obligation cannot be measured with sufficient reliability.

Legal proceedings

The company and certain of its (former) group companies are involved in legal proceedings as well as proceedings by / discussions with governments, tax authorities, environmental agencies and other authorities.

While it is not feasible to predict or determine the outcome of all pending and threatening legal proceedings and proceedings by/ discussions with governments, tax, environmental agencies and other authorities, the company is of the opinion that the case described below may have a significant impact on the company's consolidated financial position, results of operations and cash flows. In accordance with IAS 37.92, certain information is not disclosed for legal proceedings for which the company concludes that disclosure can be expected to seriously prejudice the outcome of the matter.

Project Ichthys

AkzoNobel is defending claims brought by INPEX Operations Australia in 2021 and JKC Australia LNG in 2017 relating to the specification and use of an AkzoNobel product which was applied to part of the pipework for the Ichthys Onshore Project in Darwin, Australia, a large LNG project, between 2013 and 2015. The claims allege that AkzoNobel is liable for significant damages (relating to degradation of the coating on extensive parts of the pipework) and associated remediation costs are sought under the Australian Consumer Law. The vast majority of the damages claimed for remediation costs have not yet been incurred, rather they relate to (modelled) future inspection and remediation costs. AkzoNobel denies liability and contests the quantum of alleged damages.

In 2024, the case proceeded to trial in the Federal Court of Australia. As part of the proceedings, the Federal Court of Australia appointed

a Referee for the consideration of the potential quantum should any liability be established. Following issuance of the Referee's quantum report, INPEX has sought damages in the amount of AUD 4.8 billion (€2.7 billion). There are several other scenarios in the Referee's quantum report for calculating potential damages with significantly lower amounts. Following the completion of the main hearing phase in May 2025, the Federal Court continues to address various procedural and substantive matters as part of the ongoing proceedings.

AkzoNobel maintains that it is not liable for any alleged damages and thus argues its liability towards both INPEX and JKC should be zero

(0). The Federal Court of Australia has yet to decide on liability, and if AkzoNobel is found liable, on the appropriate amount of damages that AkzoNobel is liable for (including whether any liability should be shared with other parties involved).

In Q3 2025, AkzoNobel recognized a provision of €300 million in respect of Project Ichthys, relating to the elements in the claims for which the IAS37 recognition criteria are met. Other elements not meeting the requirements are presented as contingent liabilities and remain unprovided for. AkzoNobel is insured with a maximum coverage of €500 million for cash outflows, whether presented as a provision or as a contingent liability. In accordance with IAS 37.92, no further information is disclosed, as such disclosure might seriously prejudice the outcome of the matter.

The timing of the Federal Court of Australia's judgment remains uncertain, although it is not anticipated before 2027. Either party can appeal the first instance decision to the Full Court of the Federal Court of Australia. A further appeal can be made to the High Court of Australia if special leave is granted. Under Australian law, a verdict would be payable soon after being issued, unless a stay would be obtained. The amounts in such verdict could be significantly higher than the amount currently provided for.

Alternative Performance Measures

In presenting and discussing AkzoNobel's operating results, management uses certain Alternative Performance Measures (APMs) not defined by IFRS Accounting Standards. Management considers these APMs to be relevant supplementary indicators of the company's performance. These or similar measures are widely used in the industry to assess operational performance, developments and positions. Management believes that reporting these measures

supports readers' understanding of, among others, the company's sales performance, profitability, financial strength and funding requirements.

APMs should not be viewed in isolation as alternatives to the equivalent IFRS measures. Rather, they should be used as supplementary information in conjunction with the most directly comparable IFRS measures. APMs do not have a standardized meaning under IFRS Accounting Standards and therefore may not be comparable to similar measures presented by other companies. Explanations and reconciliations of the APMs to the most directly comparable IFRS measures can be found in this paragraph.

Identified items

Identified items are special charges and benefits, (post) acquisition and divestment related items, major restructuring and impairment charges, charges and benefits related to major legal, environmental and tax cases, pension curtailments and buy-outs, and hyperinflation accounting adjustments for inventory positions that exceed normal operational levels.

Identified items are excluded when calculating adjusted operating income, adjusted EBITDA, adjusted EBITDA margin, return on investments (ROI) and adjusted earnings per share (EPS).

Operating income to adjusted EBITDA

Full-year 2024 Full-year 2025

Adjusted EBITDA and Adjusted operating income

Adjusted EBITDA is operating income excluding depreciation,

Decorative Paints	Performance Coatings	Other activities	Total in € millions	Decorative Paints	Performance Coatings	Other activities	Total	amortization and identified items. Adjusted operating income is operating income excluding identified items. These measures are
405	679	(167)	917 Operating income	401	300	463	1,164	used to evaluate the performance of the company and its segments.
(51)	(48)	(45)	(144) Restructuring-related costs including impairments	(93)	(88)	(19)	(200)	By excluding identified items, the comparability of the operational results increases and financial performance can be evaluated more
(12)	(2)	(9)	(23) Acquisitions and divestments	(2)	-	618	616	effectively.
(15)	(4)	-	(19) Hyperinflation	(3)	(1)	-	(4)
-	-	-	- Legal and environmental	-	(272)	(29)	(301)	Management views adjusted EBITDA and adjusted operating income
-	-	-	- Pension curtailments and buy-outs	(1)	(3)	(6)	(10)	as appropriate measures for (segment) performance.
(2)	(2)	(6)	(10) Other	(3)	(1)	(14)	(18)

(80)	(56)	(60)	(196)	Total identified items	(102)	(365)	550	83
485	735	(107)	1,113	Adjusted operating income	503	665	(87)	1,081
(150)	(178)	(37)	(365)	Depreciation and amortization*	(145)	(178)	(40)	(363)
635	913	(70)	1,478	Adjusted EBITDA	648	843	(47)	1,444
* Excluding identified items

Adjusted EBITDA margin

Adjusted EBITDA margin is an operational profit margin. Adjusted EBITDA margin is adjusted EBITDA as a percentage of revenue. The measure provides a clear picture of (the development of) profitability.

Operating income to adjusted EBITDA

Fourth quarter 2024 Fourth quarter 2025

Decorative

Paints

Performance

Coatings

Other

activities

Total

in € millions

Decorative

Paints

Performance

Coatings

Other

activities

Total

150

(64)

127

Operating income

117

596

787

(25)

(31)

(25)

(81) Restructuring-related costs including impairments

(10)

(30)

(9)

(49)

Adjusted EBITDA margin

Fourth quarter January-December

2024 2025 in % 2024 2025

11.1	13.5	Decorative Paints	14.8	15.8
14.4	13.1	Performance Coatings	14.2	13.9
		Other activities*
12.3	13.0	Total	13.8	14.2

(4)	(1)	(2)	(7) Acquisitions and divestments	-	1	639	640
(5)	-	-	(5) Hyperinflation	(1)	-	-	(1)
-	-	-	- Legal and environmental	-	3	(7)	(4)
-	-	-	- Pension curtailments and buy-outs	(1)	(3)	(6)	(10)
1	(2)	(6)	(7) Other	(2)	1	(5)	(6)
(33)	(34)	(33)	(100) Total identified items	(14)	(28)	612	570
74	184	(31)	227 Adjusted operating income	88	145	(16)	217
(39)	(46)	(9)	(94) Depreciation and amortization*	(37)	(45)	(10)	(92)
113	230	(22)	321 Adjusted EBITDA	125	190	(6)	309
* Excluding identified items

Free cash flow

AkzoNobel reports on free cash flow as management believes it to be a useful measure to provide additional insight into the cash generating capability of its operations. A reconciliation of free cash flow to the most directly comparable IFRS measure is available in the condensed consolidated financial statements.

Capital expenditures

Capital expenditures is the total of investments in property, plant and equipment and investments in intangible assets. Reporting on capital expenditures gives insight into the total allocation of investments.

comparing performance over time, as well as to industry benchmarks and peers.

Adjusted earnings per share from continuing operations

Fourth quarter

Return on investment (ROI)

ROI is adjusted operating income of the last 12 months as a percentage of average invested capital. Management uses ROI to assess the efficiency of investments and make informed decisions on capital allocation, in order to maximize returns and drive long-term growth.

Capital expenditures

2024

2025

in € millions

January-Dec

2024

ember

2025

Fourth quarter

January-December

100

606

(570)

Profit from continuing operations

Identified items reported in operating income

592

196

672

(83)

Return on investment (ROI)

2024	2025	in € millions	2024	2025
110	98	Investments in property, plant and equipment	282	296
4	2	Investments in intangible assets	24	13
114	100	Capital expenditures	306	309

(3)	(2) Identified items reported in interest	(21)	20
(23)	70 Identified items reported in income tax	(54)	48
(15)	(8) Non-controlling interests	(50)	(36)

January 2024 - December 2024/January 2025 - December 2025

in % 2024 2025

Decorative Paints 12.4 14.3

Organic sales exclude the impact of changes in consolidation, the impact of changes in foreign exchange rates and the impact of hyperinflation accounting.

The impact of changes in foreign exchange rates is calculated by re-translating the prior year local currency amounts into euros at the current year's foreign exchange rates.

Organic sales comparison provides a better understanding of underlying revenue growth factors. Reconciliation to the development of revenue is available in the financial highlights (for consolidated revenues), as well as in the Decorative Paints and Performance Coatings sections.

millions)

0.56

0.56 Adjusted earnings per share from

continuing operations

3.88 3.63

	95	96	Adjusted net income from continuing	663	621	Performance Coatings	19.5	18.5
			operations			Other activities1
Organic sales	170.8	171.1	Weighted average number of shares (in	170.7	171.0	Total	13.3	13.5

(Average) invested capital

Average invested capital is the average of the quarter-end invested capital balances for the last four quarters. Invested capital is total assets (excluding cash and cash equivalents, short-term investments, investments in associates, pension assets, assets held for sale) less current tax liabilities, deferred tax liabilities and trade and other payables.

Average invested capital

January 2024 - December 2024/January 2025 - December 2025

1 ROI for Other activities is not shown, as this is not meaningful.

Adjusted gross margin

Adjusted gross profit is revenue less cost of sales, excluding identified items. Adjusted gross margin is adjusted gross profit as a percentage of revenue. This measure provides insight into profit development excluding SG&A costs.

By excluding identified items, the comparability of the gross margin development increases and financial performance can be evaluated more effectively.

Adjusted gross margin

Fourth quarter January-December

	in € millions	2024	2025	∆%
Trade working capital	Decorative Paints	3,921	3,525	(10%)
Trade working capital is defined as the sum of inventories, trade	Performance Coatings	3,773	3,595	(5%)
receivables and trade payables. When expressed as a ratio, trade	Other activities	656	896
working capital is measured against four times last quarter revenue.	Total	8,350	8,016	(4%)
A reconciliation of trade working capital to the most directly

2024	2025		2024	2025
1,026	936	Gross profit	4,337	4,049
(29) (29) Identified items (73)				(155)
1,055 965 Adjusted gross profit 4,410				4,204
40.3 40.7 Adjusted gross margin 41.2				41.4

comparable IFRS measure is available in the condensed consolidated financial statements.

Management uses trade working capital for cash flow management, to identify opportunities to improve cash generation and to optimize our use of cash.

Adjusted earnings per share

Adjusted earnings per share is used to provide additional insight into the underlying profitability per share of the company. It helps with

Management uses average invested capital to monitor, assess and optimize the total amount of capital invested.

Leverage ratio

Management monitors capital headroom based on the leverage ratio net debt/adjusted EBITDA. The leverage ratio is calculated based on the net debt per balance sheet position divided by adjusted EBITDA of the last 12 months.

Adjusted EBITDA

January 2024 - December 2024/January 2025 - December 2025

in € millions	2024	2025
Operating income	917	1,164
Depreciation and amortization*	365	363
Identified items	196	(83)
Adjusted EBITDA	1,478	1,444
* Excluding identified items.

Leverage ratio

January 2024 - December 2024/January 2025 - December 2025

in € millions	2024	2025
Net debt*	3,901	2,942
Adjusted EBITDA	1,478	1,444
Leverage ratio	2.6	2.0

* Breakdown of net debt is available in the net debt paragraph in the condensed consolidated financial statements section.

Divestment Akzo Nobel India Ltd.

On December 10, 2025, AkzoNobel sold 61% of the shares of Akzo

Prior to the sale to JSW, the rights to the Dulux brand in India were sold to ANIL for €115 million. ANIL at the same time sold the Powder Coatings business and International Research Center to AkzoNobel Powder Coatings India Ltd, a fully owned subsidiary of Akzo Nobel N.V., for €207 million.

The divested businesses represented our operations in India, excluding our Powder Coatings business and International Research Center. The divested businesses contributed €316 million in revenue in 2025, of which €192 million related to Decorative Paints and €124 million related to Performance Coatings. In terms of operating income, the divested business contributed €44 million, of which €29 million related to Decorative Paints, €21 million related to Performance Coatings and negative €6 million to other activities. In terms of adjusted EBITDA the divested business contributed €54 million, of which €34 million related to Decorative Paints, €24 million related to Performance Coatings and negative €4 million to other activities.

Since the divested company does not represent a separate major line of business or geographical area, no discontinued operations accounting was applied.

Deal result

in € millions 2025

Consideration for shares sold 887

Contingent consideration 20

Recycling of cash flow hedge reserve to P&L 15

Gross Proceeds 922

Nobel India Limited (ANIL) to the JSW Group (JSW); as a result AkzoNobel no longer controlled the company. Prior to that	Cost allocated to the deal, including recycling of cumulati differences to P&L	ve translation (130)
transaction, on September 24, 2025, AkzoNobel sold 5% of the	Pre-tax deal result	655
share capital of ANIL through market block trades. After the	Income tax related to the sale	(100)
transaction with JSW, AkzoNobel retained a 9% share in ANIL,	Total deal result	555
which was subsequently sold in a block trade on December 17,

Derecognition of assets and liabilities (including non-controlling interest) (137)

Cash inflow from divestment

in € millions 2025

Consideration for shares sold (including shares sold before and after the 887

transaction with JSW)

Proceeds from cash flow hedge 15

Cash and cash equivalents derecognized on disposal (28)

Income taxes paid on divestment proceeds (98)

Total (net) cash inflow from divestment 776

The total (net) cash inflow from divestment is presented within "Acquisitions and divestments net of cash acquired/divested" in the Condensed consolidated statement of cash flows.

Balance sheet at divestment date

December 10, 2025

in € millions 2025

Intangible assets 55

Property, plant and equipment 49

Other non-current assets 35

Inventories 54

Trade receivables 56

Other current assets 67

Non-current liabilities (20)

Trade payables (90)

Other current liabilities (21)

Non-controlling interest (48)

Net assets and liabilities divested 137

2025. As these block trades were linked to the agreement and transaction with JSW, they have been accounted for as part of the deal result.

As part of the disposal, AkzoNobel is entitled to additional contingent consideration up to €26 million, dependent on the occurrence of specified future events. The contingent consideration receivable is recognized at its fair value of €20 million, determined using a probability-weighted assessment of the expected future receipts and discounted to present value.

The pre-tax deal result is included in "Other results" in the Condensed consolidated statement of income; income tax is accounted for on the tax line.

Intended merger with Axalta

On November 18, 2025, Akzo Nobel N.V. ("AkzoNobel") and Axalta Coating Systems Ltd. ("Axalta") announced that they had entered into a definitive agreement to combine in an all-stock merger of equals, creating a premier global coatings company.

The combination will bring together two coatings industry leaders with complementary portfolios of highly regarded brands to better serve customers across key end markets and enhance value for shareholders, employees and other stakeholders.

The terms of the agreement stipulate that Axalta shareholders will receive 0.6539 shares of AkzoNobel stock for each share of Axalta common stock owned.

In connection with the transaction, AkzoNobel intends to pay a special cash dividend to AkzoNobel shareholders equal to €2.5 billion, minus the aggregate amount of any regular annual and interim dividends paid by AkzoNobel to AkzoNobel shareholders in 2026 prior to completion. The special dividend is conditional on completion of the transaction and on the level of regular dividends paid in 2026.

AkzoNobel shareholders will own approximately 55% and Axalta shareholders will own approximately 45% of the combined company on a pro forma basis immediately after closing. The companies expect the transaction to close in late 2026 to early 2027, subject to approval by shareholders of both AkzoNobel and Axalta, the receipt of requisite regulatory approvals, authorization for the combined company's shares to be listed on NYSE, payment of the special dividend by AkzoNobel, completion of AkzoNobel's works council consultation requirements and the satisfaction of other customary closing conditions.

Outlook*

Based on current market visibility and at prevailing trading conditions, the company expects to deliver €100 million of adjusted EBITDA improvement in constant currencies. As a result, adjusted EBITDA for the full-year 2026 is expected to be at or above €1.47 billion, based on year-end 2025 exchange rates and adjusted for the India divestment.

The company expects leverage to be around 2 times net debt/ adjusted EBITDA by the end of 2026. In the mid-term, AkzoNobel aims to maintain leverage around 2 times, while remaining committed to an investment grade credit rating.

Closing of the Axalta merger, which is subject to shareholder and regulatory approvals, is expected in late 2026 or early 2027.

*Outlook represents current company expectations based on organic volumes adjusted for the India divestment, is subject to ongoing market uncertainties and at exchange rates as of the end of 2025. Outlook is on a standalone basis and excludes any effects from the proposed merger with Axalta.

Amsterdam, February 2, 2026 The Board of Management

Greg Poux-Guillaume Maarten de Vries

‌Quarterly statistics

					2024						2025
	Q1	Q2	Q3	Q4	Full-year	in € millions	Q1	Q2	Q3	Q4	Full-year
Revenue
	1,056	1,139	1,089	1,017	4,301	Decorative Paints	1,030	1,080	1,055	925	4,090
	1,584	1,645	1,579	1,602	6,410	Performance Coatings	1,583	1,546	1,492	1,447	6,068
	2,640	2,784	2,668	2,619	10,711	Total	2,613	2,626	2,547	2,372	10,158
EBITDA*
	152	158	166	80	556	Decorative Paints	116	139	186	113	554
	220	227	219	196	862	Performance Coatings	217	193	(91)	166	485
	(22)	(23)	(30)	(55)	(130)	Other activities	(47)	(26)	(30)	606	503
	350	362	355	221	1,288	Total	286	306	65	885	1,542
Adjusted EBITDA (excluding Identified items)*
156 178			188	113	635	Decorative Paints	147	192	184	125	648
221 237			225	230	913	Performance Coatings	231	213	209	190	843
(14) (15)			(19)	(22)	(70)	Other activities	(21)	(12)	(8)	(6)	(47)
363 400			394	321	1,478	Total	357	393	385	309	1,444

13.8 14.4			14.8	12.3	13.8	Adjusted EBITDA margin (in %)	13.7	15.0	15.1	13.0	14.2
Depreciation and amortization
(36) (37)			(39)	(39)	(151)	Decorative Paints	(39)	(38)	(37)	(39)	(153)
(44) (45)			(48)	(46)	(183)	Performance Coatings	(46)	(43)	(47)	(49)	(185)
(9) (10)			(9)	(9)	(37)	Other activities	(9)	(11)	(10)	(10)	(40)
(89) (92)			(96)	(94)	(371)	Total	(94)	(92)	(94)	(98)	(378)
Depreciation and amortization (excluding Identified items)
(36)		(37)	(38)	(39)	(150) Decorative Paints		(38)	(36)	(34)	(37)	(145)
(44)		(44)	(44)	(46)	(178) Performance Coatings		(46)	(43)	(44)	(45)	(178)
(9)		(10)	(9)	(9)	(37) Other activities		(9)	(11)	(10)	(10)	(40)
(89)		(91)	(91)	(94)	(365) Total		(93)	(90)	(88)	(92)	(363)

* Alternative Performance Measures: For more details on these measures, including reconciliations to the most directly comparable IFRS measures and explanation of their use, refer to the Notes to the condensed consolidated financial statements, APM paragraph.

Quarterly statistics

				2024						2025
Q1	Q2	Q3	Q4	Full-year	in € millions	Q1	Q2	Q3	Q4	Full-year
Operating income
116	121	127	41	405	Decorative Paints	77	101	149	74	401
176	182	171	150	679	Performance Coatings	171	150	(138)	117	300
(31)	(33)	(39)	(64)	(167)	Other activities	(56)	(37)	(40)	596	463
261	270	259	127	917	Total	192	214	(29)	787	1,164
Identified items included in operating income
(4)	(20)	(23)	(33)	(80) Decorative Paints		(32)	(55)	(1)	(14)	(102)
(1)	(11)	(10)	(34)	(56) Performance Coatings		(14)	(20)	(303)	(28)	(365)
(8)	(8)	(11)	(33)	(60) Other activities		(26)	(14)	(22)	612	550
(13)	(39)	(44)	(100)	(196) Total		(72)	(89)	(326)	570	83
Adjusted operating income (excluding Identified items)*
120	141	150	74	485 Decorative Paints		109	156	150	88	503
177	193	181	184	735 Performance Coatings		185	170	165	145	665
(23)	(25)	(28)	(31)	(107) Other activities		(30)	(23)	(18)	(16)	(87)
274	309	303	227	1,113 Total		264	303	297	217	1,081
Reconciliation financing income and expenses
15	9	12	25	61 Financing income		14	10	12	13	49
(45)	(47)	(44)	(51)	(187) Financing expenses		(42)	(48)	(45)	(41)	(176)
(30)	(38)	(32)	(26)	(126) Net interest on net debt		(28)	(38)	(33)	(28)	(127)
Other interest
7	7	7	6	27 Financing income related to post-retirement benefits		8	8	8	8	32
(4)	-	(1)	2	(3) Interest on provisions		-	(2)	(25)	(8)	(35)
11	-	7	(18)	- Other items		(10)	(18)	(26)	(15)	(69)
14	7	13	(10)	24 Net other financing charges		(2)	(12)	(43)	(15)	(72)
(16)	(31)	(19)	(36)	(102) Financing income and expenses		(30)	(50)	(76)	(43)	(199)

Quarterly statistics

				2024						2025
Q1	Q2	Q3	Q4	Full-year	Q1		Q2	Q3	Q4	Full-year
Quarterly net income analysis (in € millions)
7	5	7	4	23	Results from associates	7	15	9	2	33
252	244	247	95	838	Profit before tax	169	179	(96)	746	998
(57)	(53)	(77)	(59)	(246)	Income tax	(48)	(44)	(94)	(140)	(326)
195	191	170	36	592	Profit for the period from continuing operations	121	135	(190)	606	672
23	22	31	62	29	Effective tax rate (in %)	28	25	(98)	19	33
Earnings per share from continuing operations (in €)
1.07	1.03	0.95	0.12	3.17	Basic	0.63	0.73	(1.13)	3.50	3.72
1.06	1.03	0.95	0.12	3.16	Diluted	0.62	0.72	(1.12)	3.48	3.70
Earnings per share from discontinued operations (in €)
(0.01)	0.01	- - - Basic				- -		(0.01)	-	(0.01)
(0.01)	0.01	- - - Diluted				- -		(0.01)	-	(0.01)
Earnings per share from total operations (in €)
1.06	1.04	0.95	0.12	3.17	Basic	0.63	0.73	(1.13)	3.50	3.71
1.06	1.03	0.95	0.12	3.16	Diluted	0.62	0.72	(1.13)	3.48	3.69
Number of shares (in millions)
170.6	170.7	170.8	170.8	170.7	Weighted average number of shares1	170.8	171.0	171.0	171.1	171.0
170.6	170.8	170.8	170.8	170.8	Number of shares at end of quarter1	170.9	171.0	171.1	171.1	171.1
Adjusted earnings from continuing operations (in € millions)*
195	191	170	36	592	Profit from continuing operations	121	135	(190)	606	672
13	39	44	100	196	Identified items reported in operating income	72	89	326	(570)	(83)
(1)	(14)	(3)	(3)	(21)	Identified items reported in interest	(2)	-	24	(2)	20
(3)	(18)	(10)	(23)	(54)	Identified items reported in income tax	(17)	(20)	15	70	48
(13)	(15)	(7)	(15)	(50)	Non-controlling interests	(14)	(11)	(3)	(8)	(36)
191	183	194	95	663	Adjusted net income from continuing operations	160	193	172	96	621
1.12	1.07	1.14	0.56	3.88	Adjusted earnings per share from continuing operations (in €)	0.94	1.13	1.01	0.56	3.63

* Alternative performance measure: For more details on this measure, including reconciliations and explanation of its use, refer to the Notes to the consolidated financial statements, APM paragraph.

‌Glossary

Adjusted earnings per share from continuing operations are the basic earnings per share from continuing operations, excluding Identified items and taxes thereon. Adjusted EBITDA is operating income excluding depreciation, amortization and Identified items. Adjusted EBITDA margin is adjusted EBITDA as percentage of revenue. Adjusted operating income is operating income excluding Identified items. Capital expenditures is the total of investments in property, plant and equipment and investments in intangible assets. Comprehensive income is the change in equity during a period resulting from transactions and other events other than those changes resulting from transactions with shareholders in their capacity as shareholders. Constant currencies calculations exclude the impact of changes in foreign exchange rates by re-translating the prior year local currency amounts into euros at the current year's foreign exchange rates. EBITDA is operating income excluding depreciation and amortization. EBITDA margin is EBITDA as a percentage of revenue. EMEA is Europe, Middle East and Africa. Free cash flow is net cash generated from/(used for) operating activities minus capital expenditures. Identified items are special charges and benefits, (post) acquisition and divestment related items, major restructuring and impairment charges, charges and benefits related to major legal, environmental and tax cases, and hyperinflation accounting adjustments for inventory positions that exceed normal operational levels. Invested capital is total assets (excluding cash and cash equivalents, short-term investments, investments in associates, pension assets, assets held for sale) less current tax liabilities, deferred tax liabilities and trade and other payables. Invested capital balances on business area level contain intercompany positions, which eliminate on consolidated level. Average invested capital is the average of the quarter-end invested capital balances for the last four quarters. Latin America excludes Mexico. Leverage ratio is calculated as net debt divided by adjusted EBITDA for the last 12 months. Net debt is defined as long-term borrowings plus short-term borrowings, less cash and cash equivalents and short-term investments. North America includes Mexico. North Asia includes, among others, China, Japan and South Korea. Operating income is defined as income excluding net financing expenses, results from associates, income tax and profit/loss from discontinued operations. Operating income includes the share of non-controlling interests. Operating income includes Identified items to the extent these relate to lines included in operating income. Trade working capital is defined as the sum of inventories, trade receivables and trade payables. When expressed as a ratio, trade working capital is measured against four times last quarter revenue. Operating expenses (OPEX) includes SG&A costs and fixed manufacturing costs within cost of sales. Organic sales compares sales between periods, excluding the impact of changes in consolidation, the impact of changes in foreign exchange rates and the impact of hyperinflation accounting. Refer to "Constant currencies" for details on the calculation of the foreign exchange rate impact. Other working capital is defined as other receivables, plus current tax assets, less other payables and current tax liabilities. ROI is adjusted operating income of the last 12 months as a percentage of average invested capital. SG&A costs include selling and distribution expenses, general and administrative expenses, and research, development and innovation expenses. SESA is South East and South Asia and includes the Pacific. Safe harbor statement

This report contains statements which address such key issues as AkzoNobel's growth strategy, future financial results, market positions, product development, products in the pipeline and product approvals. Such statements should be carefully considered, and it should be understood that many factors could cause forecast and actual results to differ from these statements. These factors include, but are not limited to, price fluctuations, currency fluctuations, developments in raw material and personnel costs, pensions, physical and environmental risks, legal issues, and legislative, fiscal, and other regulatory measures, as well as significant market disruptions. Stated competitive positions are based on management estimates supported by information provided by specialized external agencies. For a more comprehensive discussion of the risk factors affecting our business, please see our latest annual report.

Important information regarding the proposed Axalta transaction

General restrictions

This communication is not for release, publication, or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication, or distribution would be unlawful.

This communication is not a prospectus and the information in this communication is not intended to be complete. This communication is for informational purposes only and is not intended to be and shall not constitute a solicitation of any vote or approval, or an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities, or an invitation or recommendation to subscribe for, acquire or buy securities of AkzoNobel or Axalta or any other financial products or securities, in any place or jurisdiction, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or

qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended (the "Securities Act").

Any decision to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities must be made only on the basis of the information contained in and incorporated by reference into the prospectus with respect to the shares to be allotted by AkzoNobel in the proposed transaction once published. A prospectus in relation to the proposed transaction described in this communication is expected to be published in due course.

The distribution of this communication may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, AkzoNobel and Axalta disclaim any responsibility or liability for the violation of any such restrictions by any person.

Neither AkzoNobel, nor Axalta, nor any of their advisors assume any responsibility for any violation by any person of any of these restrictions. Shareholders of AkzoNobel and Axalta, respectively, with any doubt as to their position should consult an appropriate professional advisor without delay.

Additional information and where to find it

In connection with the proposed transaction between AkzoNobel and Axalta, AkzoNobel will file with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form F-4, which will include a proxy statement of Axalta that also constitutes a prospectus with respect to the shares to be offered by AkzoNobel in the proposed transaction. The definitive proxy statement/prospectus will be sent to the shareholders of Axalta. Each of AkzoNobel and Axalta will also file other relevant documents in connection with the proposed transaction. This communication is not a substitute for any registration statement, proxy statement/prospectus or other documents AkzoNobel and/or Axalta may file with the SEC or any other competent regulator in connection with the proposed transaction. This communication does not contain all the information that should be considered concerning the proposed transaction and is not intended to form the basis of any investment decision or any other decision in respect of the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS, STOCKHOLDERS AND SHAREHOLDERS OF AKZONOBEL AND AXALTA ARE URGED TO READ

CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS, AS APPLICABLE, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT AKZONOBEL, AXALTA, THE PROPOSED TRANSACTION AND RELATED

MATTERS. The registration statement and proxy statement/ prospectus and other relevant documents filed by AkzoNobel and Axalta with the SEC, when filed, will be available free of charge at the SEC's website at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC from Axalta's investor relations webpage at https://ir.axalta.com/sec-filings/all-sec-filingsor from AkzoNobel's investor relations webpage at https://www.akzonobel.com/en/investors.

The contents of this communication should not be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own professional advisors for any such matter and advice.

Brand and trademarks

In this report, reference is made to brands and trademarks owned by, or licensed to, AkzoNobel. Unauthorized use of these is strictly prohibited.

Akzo Nobel N.V.

Christian Neefestraat 2

P.O. Box 75730

1070 AS Amsterdam, the Netherlands T +31 88 969 7555

https://www.akzonobel.com

AkzoNobel Global Communications T +31 88 969 7833

E [email protected]

AkzoNobel Investor Relations T +31 88 969 0139

E [email protected]

Financial calendar

Publication annual report February 24, 2026

For more information:

The explanatory sheets used during the press conference can be viewed on AkzoNobel's corporate website: https://www.akzonobel.com

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