Form 4: AZEK Chief Legal Officer Disposes of Equity Holdings Following James Hardie Merger Completion

Morgan Walbridge, Chief Legal Officer of The AZEK Company Inc., has disposed of all his beneficial ownership in AZEK securities, including common stock, restricted stock units, and stock options, as a result of the company's acquisition by James Hardie Industries plc.

Summary

• Morgan Walbridge, Chief Legal Officer of The AZEK Company Inc., reported the disposition of all his beneficial ownership in AZEK securities on July 1, 2025, due to the closing of the merger with James Hardie Industries plc (JHX).
• The disposition included 23,694 shares of Class A Common Stock, 47,849 Performance-Based Restricted Stock Units (PSUs), and a total of 39,398 Non-qualified stock options with various exercise prices.
• Under the merger agreement, each outstanding AZEK common stock share was converted into the right to receive $26.45 in cash and 1.0340 JHX ordinary shares, with cash in lieu of fractional shares.
• The volume-weighted average price of JHX's ordinary shares ending June 30, 2025, was $26.053018.
• Company RSU Awards were assumed by JHX and converted into a combination of JHX time-based restricted stock units (based on the Exchange Ratio) and a cash award (based on the Cash Consideration), retaining original terms and vesting.
• Company PSU Awards were also assumed by JHX and converted into JHX time-based restricted stock units and a cash award, with performance for fiscal years 2024 and 2025 based on actual performance, and 2026 and 2027 based on target performance, with performance-based vesting conditions removed post-merger.
• Company Stock Options were assumed by JHX and converted into options to purchase JHX ordinary shares, with the number of shares and exercise price adjusted by an Equity Award Exchange Ratio of approximately 2.0492, retaining original terms and vesting.

Sentiment

Score: 7

Explanation: The sentiment is positive as the merger, a significant corporate event, has been successfully completed as planned, and the executive's equity awards have been converted into equivalent value in the acquiring company, indicating a smooth transition for stakeholders.

Positives

• The successful completion of the merger between The AZEK Company Inc. and James Hardie Industries plc, indicating a finalized strategic transaction.
• Equity awards (RSUs, PSUs, and stock options) held by the reporting person were converted into equivalent JHX awards or cash, ensuring continuity of value and vesting schedules for the most part.

Future Outlook

The document primarily reports on the completed merger transaction and its impact on an executive's equity holdings. The future outlook for the former AZEK business is now integrated into James Hardie Industries plc's strategic plans and financial reporting.

Industry Context

This transaction represents a significant consolidation within the building materials sector, with James Hardie Industries plc, a global leader in fiber cement products, acquiring The AZEK Company Inc., a prominent manufacturer of sustainable outdoor living products. This merger could lead to expanded product offerings and market reach for the combined entity.

Management Changes

Stakeholder Impact

• Shareholders of AZEK received a combination of cash and James Hardie Industries plc shares, realizing value from their investment.
• Employees holding AZEK equity awards, such as Morgan Walbridge, had their awards converted into equivalent James Hardie Industries plc awards or cash, generally preserving their value and vesting schedules.

Next Steps

• Integration of The AZEK Company Inc.'s operations and assets into James Hardie Industries plc.
• Continued reporting of beneficial ownership changes by former AZEK insiders in James Hardie Industries plc securities, if applicable.

Key Dates

Keywords

AZEK, James Hardie Industries, JHX, Merger, Acquisition, Form 4, Insider Transaction, Equity Compensation, Restricted Stock Units, Stock Options, Corporate Action, Building Materials