Form 4: AZEK Chief Accounting Officer Disposes of Shares and Equity Awards Following Merger with James Hardie

AZEK Co Inc.'s Chief Accounting Officer, Matthew Wiora, disposed of 9,880 Class A Common Stock shares and 1,081 performance-based restricted stock units as part of the merger with James Hardie Industries plc.

Summary

• Matthew Wiora, Chief Accounting Officer of The AZEK Company Inc., reported the disposal of securities on July 1, 2025, following the closing of the merger with James Hardie Industries plc (JHX).
• Wiora disposed of 9,880 shares of AZEK Class A Common Stock.
• Each outstanding AZEK common stock share was converted into the right to receive $26.45 in cash and 1.0340 JHX ordinary shares.
• The five-trading day volume-weighted average price of JHX shares ending June 30, 2025, was $26.053018, used for fractional share calculations.
• Wiora also disposed of 1,081 Performance-Based Restricted Stock Units (PSUs).
• Company RSU Awards and PSU Awards were assumed by JHX and converted into a combination of JHX time-based restricted stock units and cash awards, maintaining original terms and vesting schedules.
• For PSUs, performance-based vesting conditions no longer apply post-merger, with calculations based on actual performance for fiscal years 2024 and 2025, and target performance for fiscal years 2026 and 2027.

Sentiment

Score: 7

Explanation: The document reports a standard insider transaction resulting from a completed merger, which is a neutral event in itself. The terms of the merger, including the conversion of equity awards, appear favorable for the reporting person as they maintain value and simplify vesting for PSUs. This indicates a smooth execution of the merger terms.

Positives

• The merger provides AZEK shareholders 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 and PSUs) held by the reporting person were assumed by JHX and converted into time-based restricted stock units and cash awards, preserving their value and vesting schedules.
• Performance-based vesting conditions for PSUs no longer apply post-merger, simplifying future vesting for these awards.

Negatives

• The disposal of AZEK shares means the reporting person no longer directly holds AZEK common stock.
• The conversion of AZEK equity into JHX equity and cash means a change in the underlying company for the reporting person's equity incentives.

Risks

• The value of the JHX ordinary shares received as part of the merger consideration is subject to market fluctuations.
• Fractional JHX ordinary shares are paid in cash, which may result in a slightly different total value than if whole shares were issued.

Future Outlook

The merger has closed, and AZEK shares have been converted into cash and JHX shares. The future outlook for former AZEK shareholders is now tied to James Hardie Industries plc. Equity awards have been converted to JHX time-based restricted stock units and cash awards, with performance conditions removed for PSUs.

Industry Context

This transaction reflects ongoing consolidation within the building materials and construction products industry, where larger players like James Hardie acquire specialized companies like AZEK to expand product portfolios or market share. Such mergers often aim to achieve synergies and enhance market positioning.

Comparison to Industry Standards

• The merger consideration structure, combining cash and stock, is a common approach in large-scale acquisitions within the building materials sector, similar to transactions seen with companies like Owens Corning or Saint-Gobain acquiring smaller specialized firms.
• The treatment of equity awards, converting them into equivalent awards of the acquiring company while preserving vesting schedules, aligns with standard practices in corporate mergers to retain key personnel and ensure continuity.
• The removal of performance-based vesting conditions for PSUs post-merger is a typical adjustment to simplify compensation structures in a combined entity, as original performance metrics may no longer be relevant.

Stakeholder Impact

• Shareholders (AZEK): Received cash and JHX shares, transitioning their investment from AZEK to JHX.
• Employees (AZEK): Those with equity awards (like the reporting person) had their awards converted to JHX equity and cash, maintaining value and vesting.
• Management (AZEK): Key executives like Matthew Wiora had their AZEK equity converted, aligning their incentives with the new parent company, JHX.

Next Steps

• Matthew Wiora's future equity compensation will be tied to James Hardie Industries plc.
• Former AZEK shareholders will now hold shares in James Hardie Industries plc and cash.

Key Dates

Keywords

SEC Form 4, Insider Transaction, Beneficial Ownership, AZEK Co Inc., James Hardie Industries plc, Merger, Acquisition, Equity Awards, Restricted Stock Units, Performance Stock Units, Stock Disposal, Corporate Action, Chief Accounting Officer, Matthew Wiora