Form 4: AZEK CFO Ryan Lada Disposes of Shares and Awards Following James Hardie Merger Close

AZEK Co Inc.'s Chief Financial Officer, Ryan Lada, disposed of common stock, restricted stock units, and stock options on July 1, 2025, as part of the company's merger with James Hardie Industries plc.

Summary

• Ryan Lada, Chief Financial Officer of AZEK Co Inc., reported the disposition of his holdings in AZEK securities on July 1, 2025.
• This disposition was a direct result of the closing of the merger between The AZEK Company Inc. and James Hardie Industries plc (JHX), as outlined in the Merger Agreement dated March 23, 2025.
• Lada disposed of 21,656 shares of Class A Common Stock.
• He also disposed of 17,458 Performance-Based Restricted Stock Units (PSUs) and 3,758 Non-qualified stock options.
• Upon the merger's effective time, each AZEK common stock share was converted into the right to receive $26.45 in cash and 1.0340 JHX ordinary shares.
• The JHX ordinary shares were valued at a five-trading day volume-weighted average price of $26.053018 as of June 30, 2025.
• AZEK RSU and PSU awards were assumed by JHX and converted into a combination of JHX time-based restricted stock units and cash awards, maintaining their original vesting schedules.
• AZEK stock options were assumed by JHX and converted into options to purchase JHX ordinary shares, with adjusted exercise prices and the same vesting schedules.

Sentiment

Score: 7

Explanation: The document reports a completed merger transaction, which is generally a positive event for the acquiring company and a definitive outcome for the acquired company's shareholders. The terms for equity award conversion appear standard and beneficial for the reporting person, ensuring continuity of their incentive structure within the new entity. No negative surprises or delays are indicated.

Positives

• The merger successfully closed, indicating a completed strategic transaction for AZEK.
• Employee equity awards (RSUs, PSUs, stock options) were assumed and converted by JHX, ensuring continuity of incentive structures for the reporting person.
• Performance-based vesting conditions for PSUs were removed post-merger, converting them to time-based awards, which could be seen as a de-risking for the award holder.

Negatives

• The reporting person no longer holds direct beneficial ownership in AZEK Co Inc. securities, as expected following a merger.

Future Outlook

The document details the mechanics of a completed merger transaction and does not provide forward-looking statements or guidance regarding future company performance or strategy.

Industry Context

The merger of AZEK Co Inc. with James Hardie Industries plc signifies consolidation within the building materials and construction products industry. This transaction likely aims to create a larger entity with diversified product offerings and market reach, potentially impacting competitive dynamics and market share among key players in the sector.

Comparison to Industry Standards

• The document provides specific merger terms ($26.45 cash and 1.0340 JHX shares per AZEK share) and the conversion mechanics for equity awards.
• Without detailed financial performance metrics or strategic rationale from the merger agreement itself, a direct comparison to industry-standard merger valuations or specific comparable transactions (e.g., recent acquisitions in the building materials sector like CertainTeed's acquisition of Continental Building Products or Holcim's acquisition of Firestone Building Products) is not fully possible based solely on this Form 4.
• However, the conversion of performance-based awards to time-based awards post-merger is a common practice to ensure employee retention and simplify compensation structures in an acquired entity.

Stakeholder Impact

• Shareholders (AZEK): Received merger consideration ($26.45 cash + 1.0340 JHX shares) for their AZEK shares, indicating a successful exit for AZEK shareholders.
• Employees (AZEK): Equity awards were converted into JHX awards, maintaining their value and vesting schedules, which is positive for employee retention and morale post-merger.
• Shareholders (JHX): The acquisition of AZEK is expected to expand JHX's market presence and product portfolio, potentially benefiting JHX shareholders in the long term.

Next Steps

• Integration of AZEK's operations and personnel into James Hardie Industries plc.
• Continued vesting of converted JHX restricted stock units and stock options for the reporting person under the new terms.

Key Dates

Keywords

AZEK Co Inc., James Hardie Industries plc, JHX, Merger, Acquisition, SEC Form 4, Insider Trading, Stock Disposition, Restricted Stock Units, Stock Options, Chief Financial Officer, Ryan Lada, Corporate Transaction