Form 4: AZEK CMO Samara Toole Reports Equity Disposition Following James Hardie Merger Completion

AZEK Co Inc.'s Chief Marketing Officer, Samara Toole, reported the disposition of her AZEK shares, restricted stock units, and stock options, which were converted into cash and James Hardie Industries plc shares and equity awards, following the closing of the merger.

Summary

• The merger between The AZEK Company Inc. (AZEK) and James Hardie Industries plc (JHX), as outlined in the Merger Agreement dated March 23, 2025, has closed.
• Samara Toole, Chief Marketing Officer of AZEK, reported the disposition of her AZEK securities as a result of this merger.
• Each share of AZEK Common Stock was converted into the right to receive $26.45 in cash and 1.0340 JHX ordinary shares.
• The volume-weighted average price of JHX ordinary shares, used for fractional share calculations, was $26.053018 as of June 30, 2025.
• Samara Toole disposed of 16,632 shares of Class A Common Stock.
• She also disposed of 40,533 Performance-Based Restricted Stock Units (PSUs), which were converted into time-based restricted stock unit awards of JHX and a cash award.
• Additionally, Samara Toole disposed of multiple tranches of non-qualified stock options, totaling 32,062 units (6,054, 14,967, 6,937, and 4,104 units), which were converted into options to purchase JHX ordinary shares.

Sentiment

Score: 7

Explanation: The filing indicates the successful completion of a significant corporate transaction (merger), which is generally a positive event for the involved parties and their shareholders. The conversion of equity awards ensures continuity of value for the reporting person.

Positives

• The successful completion of the merger between The AZEK Company Inc. and James Hardie Industries plc, indicating a significant strategic milestone.
• AZEK shareholders, including the reporting person, received merger consideration comprising both cash and shares of the acquiring entity, James Hardie Industries plc.
• Equity awards (Restricted Stock Units, Performance-Based Restricted Stock Units, and Non-qualified Stock Options) held by the reporting person were assumed and converted by James Hardie Industries plc, generally preserving their value and vesting schedules.
• Performance-based vesting conditions for PSUs were removed from and after the effective time of the merger, converting them to time-based awards.

Negatives

• No explicit negatives are reported in this Form 4 filing, as it details the mechanics of a completed merger transaction.

Risks

• No specific risks are mentioned in this Form 4, as it reports on a completed transaction rather than ongoing operations or future uncertainties.

Future Outlook

This Form 4 reports on a completed merger transaction and does not provide forward-looking statements or guidance for the combined entity.

Management Comments

• No direct management comments or quotes are provided in this Form 4 filing.

Industry Context

The reported transactions are a direct result of the merger between The AZEK Company Inc., a manufacturer of sustainable building products, and James Hardie Industries plc, a global leader in fiber cement building materials. This merger signifies a consolidation within the building materials sector, potentially expanding James Hardie's product portfolio and market reach.

Comparison to Industry Standards

• This Form 4 filing details an insider's equity transactions related to a merger and does not contain information suitable for comparison to industry financial performance standards or specific comparable companies/projects.

Related Party Transactions

• The document details transactions resulting from the merger between AZEK and James Hardie Industries plc, which is a corporate action rather than a typical related party transaction involving ongoing business dealings.

Stakeholder Impact

• Shareholders of AZEK Co Inc. received merger consideration, converting their AZEK shares into cash and James Hardie Industries plc ordinary shares.
• Employees holding AZEK equity awards, such as the reporting person, had their awards assumed and converted by James Hardie Industries plc, generally preserving their value and vesting schedules.

Next Steps

• No specific future actions or milestones for the reporting person are detailed in this Form 4 beyond the completion of the merger-related transactions.

Key Dates

Keywords

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