Form 4: AZEK Chief Digital & Tech Officer Disposes of Shares Following Merger with James Hardie

AZEK Co Inc.'s Chief Digital & Tech. Officer, Rakesh Mohan, disposed of all his beneficial ownership in AZEK securities, including common stock, RSUs, and stock options, as a result of the company's merger with James Hardie Industries plc.

Summary

• Rakesh Mohan, Chief Digital & Tech. Officer of The AZEK Company Inc. (AZEK), reported the disposition of all his beneficial ownership in AZEK securities.
• The disposition occurred on July 1, 2025, coinciding with the closing of the merger transactions contemplated by the Agreement and Plan of Merger dated March 23, 2025, between AZEK and James Hardie Industries plc (JHX).
• A total of 12,772 shares of Class A Common Stock were disposed of.
• 3,682 Performance-Based Restricted Stock Units (PSUs) were disposed of.
• 2,545 Non-qualified stock options with an exercise price of $53.51 and an expiration date of December 15, 2034, were disposed of.
• Upon the merger's Effective Time, each outstanding AZEK Common Stock share was converted into the right to receive $26.45 in cash and 1.0340 JHX ordinary shares.
• The Parent Share Price (JHX's five-trading day volume-weighted average price ending June 30, 2025) was $26.053018.
• AZEK RSU Awards held by the reporting person were assumed by JHX and converted into JHX time-based restricted stock unit awards (based on the Exchange Ratio) and a cash award (based on the Cash Consideration), retaining original terms and vesting.
• AZEK PSU Awards were assumed by JHX and converted into JHX time-based restricted stock unit awards and a cash award, with performance for fiscal years 2024 and 2025 based on actual performance, and 2026 and 2027 based on target performance, and performance-based vesting conditions no longer applying from the Effective Time.
• AZEK Stock Options were assumed by JHX and converted into options to purchase JHX ordinary shares, with adjusted exercise prices based on the Equity Award Exchange Ratio, retaining original terms and vesting.

Sentiment

Score: 7

Explanation: The document reports the successful completion of a merger and the subsequent, expected disposition of insider holdings. This is a neutral to positive event, as it signifies the successful execution of a strategic corporate action, with structured outcomes for equity holders.

Positives

• The successful closing of the merger provides a clear strategic outcome for AZEK shareholders, converting their holdings into a combination of cash and shares in James Hardie Industries plc.
• The conversion of AZEK equity awards (RSUs, PSUs, stock options) into equivalent JHX securities and cash awards ensures continuity of value and vesting schedules for the reporting person, aligning their interests with the acquiring entity.

Future Outlook

This Form 4 reports a completed insider transaction resulting from a merger and does not provide forward-looking statements or guidance for the combined entity's future performance or strategic direction.

Industry Context

The merger of The AZEK Company Inc. and James Hardie Industries plc represents a significant consolidation within the building materials and exterior products sector, indicating strategic moves by companies to expand market share or product offerings through acquisition.

Comparison to Industry Standards

• The structure of the merger consideration, involving both cash and stock, is a common approach in large corporate acquisitions, providing AZEK shareholders with immediate liquidity and continued participation in the combined entity's future performance.
• The conversion terms for equity awards (RSUs, PSUs, and stock options) into equivalent awards of the acquiring company, while preserving original vesting schedules, align with standard practices for employee retention and compensation in merger scenarios.

Stakeholder Impact

• Shareholders of AZEK: Received a combination of cash and James Hardie Industries plc ordinary shares for their AZEK common stock.
• Employees (specifically Rakesh Mohan): Their AZEK equity awards were converted into equivalent James Hardie Industries plc equity awards and cash, maintaining their vesting schedules and value.

Next Steps

• The converted JHX time-based restricted stock unit awards and cash awards, as well as the JHX stock options, are subject to the same terms and conditions, including vesting schedules, as were applicable to the original AZEK awards immediately prior to the merger's Effective Time.

Key Dates

Keywords

AZEK, James Hardie, JHX, Merger, Acquisition, Form 4, Insider Transaction, Beneficial Ownership, Rakesh Mohan, Chief Digital & Tech Officer, Stock Options, Restricted Stock Units, Common Stock, Corporate Action