Form 4: AZEK CEO Jesse Singh Disposes of Over 2.7 Million Shares and Equity Awards Following James Hardie Merger Close

AZEK Co Inc. CEO and President Jesse G. Singh has reported the disposition of all his direct and indirect holdings of AZEK Class A Common Stock and derivative securities as a result of the company's merger with James Hardie Industries plc.

Summary

• Jesse G. Singh, CEO and President of AZEK Co Inc., reported the disposition of 1,521,946 shares of Class A Common Stock (832,765 direct and 689,181 indirect holdings through trusts) and 1,514,866 derivative securities (278,147 Performance-Based Restricted Stock Units and 1,236,719 Non-qualified stock options).
• The dispositions occurred on July 1, 2025, as a direct consequence of the closing of the merger between The AZEK Company Inc. and James Hardie Industries plc (JHX).
• Each AZEK common stock share was converted into merger consideration consisting of $26.45 in cash and 1.0340 JHX ordinary shares, with cash in lieu of fractional JHX ordinary shares.
• The James Hardie Industries plc's five-trading day volume-weighted average price ending June 30, 2025, was $26.053018.
• AZEK RSU Awards were assumed by JHX and converted into JHX time-based restricted stock units and a cash award, retaining original vesting terms.
• AZEK PSU Awards were assumed by JHX and converted into JHX time-based restricted stock units and a cash award; performance for fiscal years 2024 and 2025 was based on actuals, and 2026 and 2027 on target, with performance-based vesting conditions no longer applying post-merger.
• AZEK Stock Options were assumed by JHX and converted into options to purchase JHX ordinary shares, with adjusted exercise prices and share counts based on an Equity Award Exchange Ratio of 2.0492, retaining original vesting terms.

Sentiment

Score: 7

Explanation: The document reports the successful completion of a major corporate transaction (merger), which is generally a positive event for shareholders as it provides liquidity and new investment opportunities. The conversion of equity awards ensures continuity for the executive. There are no negative surprises or delays reported.

Positives

• The merger provides AZEK shareholders, including the reporting person, with a combination of cash and shares in James Hardie Industries plc, offering immediate liquidity and continued equity participation in the combined entity.
• Equity awards (RSUs, PSUs, and stock options) were assumed and converted by JHX, preserving their value and vesting schedules, with performance-based conditions for PSUs removed post-merger for future fiscal years.

Negatives

• The reporting person no longer holds direct or indirect beneficial ownership of AZEK Co Inc. Class A Common Stock or its derivative securities, indicating a complete divestment of AZEK-specific holdings.

Future Outlook

The document primarily reports a completed transaction related to a merger and does not provide forward-looking statements or guidance regarding the future performance of the combined entity or AZEK's former operations.

Industry Context

This filing reflects the finalization of a significant corporate merger, indicating consolidation within the building materials or related industries. Such transactions often aim to achieve synergies, expand market reach, or diversify product portfolios, aligning with broader trends of strategic M&A activity in mature sectors.

Comparison to Industry Standards

• The merger consideration of $26.45 in cash and 1.0340 JHX ordinary shares per AZEK share represents the specific terms agreed upon for this particular transaction.
• Without details on the pre-merger valuation multiples (e.g., EV/EBITDA, P/E) for AZEK and comparable companies in the building products sector (e.g., Trex Company, Inc., Azek's direct competitor in composite decking, or other exterior building material companies like Owens Corning or Louisiana-Pacific Corporation), a direct assessment against industry standards for merger premiums or valuation is not possible from this Form 4.
• The conversion of equity awards into equivalent JHX awards with preserved vesting terms is a standard practice in M&A to retain key personnel.

Management Changes

Corporate Governance

Legal Proceedings

• The document does not contain any information about legal proceedings or regulatory matters.

Related Party Transactions

• The document reports the disposition of securities by an insider (CEO and President) as part of a corporate merger, which is a transaction involving the company and its shareholders, but it does not disclose any specific related party dealings outside of the merger context.

Stakeholder Impact

• Shareholders: AZEK shareholders received a combination of cash and JHX shares, providing liquidity and continued equity exposure in the combined entity.
• Employees (specifically Jesse G. Singh): The CEO's equity awards were converted into equivalent JHX awards, preserving their value and vesting schedules, which is generally positive for executive retention and continuity.

Next Steps

• The document reports a completed transaction and does not outline specific future actions or milestones for the reporting person or the company, beyond the ongoing terms of the converted equity awards under James Hardie Industries plc.

Key Dates

Keywords

AZEK Co Inc., James Hardie Industries plc, Merger, SEC Form 4, Beneficial Ownership, Stock Disposition, Equity Awards, Restricted Stock Units, Stock Options, Jesse G. Singh, Corporate Transaction, Public Company Filing