Form 4: AZEK Director Brian Spaly Disposes of Shares Following Merger with James Hardie Industries

AZEK Co Inc. Director Brian Spaly disposed of all his Class A Common Stock and equity awards on July 1, 2025, as part of the merger with James Hardie Industries plc.

Summary

• Brian Spaly, a Director of AZEK Co Inc., reported the disposition of 80,756 shares and 4,974 shares of Class A Common Stock on July 1, 2025.
• The disposition occurred due to the closing of the merger transactions outlined in the Merger Agreement dated March 23, 2025, between AZEK, James Hardie Industries plc (JHX), and Juno Merger Sub Inc.
• Upon the merger's effective time, each AZEK common stock was converted into $26.45 in cash and 1.0340 JHX ordinary shares.
• Fractional JHX shares were converted to cash based on JHX's five-trading day volume-weighted average price of $26.053018 ending June 30, 2025.
• Reporting person's Company RSU Awards and deferred stock units were fully vested, settled, and canceled in exchange for the merger consideration.
• Following these transactions, Brian Spaly's beneficial ownership of AZEK Class A Common Stock is 0 shares.

Sentiment

Score: 7

Explanation: The document reports a standard, expected transaction resulting from a completed merger, indicating a successful corporate action for AZEK shareholders. There are no negative surprises or red flags within the scope of this specific filing.

Positives

• The merger provides AZEK shareholders, including the reporting person, with a combination of cash and shares in James Hardie Industries plc, offering immediate liquidity and continued equity participation in the combined entity.
• The full vesting and cancellation of RSU awards and deferred stock units ensure that the reporting person's equity incentives are realized as part of the merger consideration.

Negatives

• The reporting person no longer holds any direct beneficial ownership in AZEK Co Inc. following the merger, indicating a complete divestment from the acquired entity.

Future Outlook

The document primarily reports a past transaction related to a merger and does not provide forward-looking statements or guidance for the combined entity.

Industry Context

This transaction reflects a consolidation event within the building materials or home improvement sector, where AZEK, a manufacturer of sustainable building products, is acquired by James Hardie Industries, a global leader in fiber cement building products. Such mergers often aim to achieve synergies, expand market reach, and diversify product offerings.

Comparison to Industry Standards

• This Form 4 reports a standard insider transaction following a merger, where equity holdings in the acquired company are converted into the merger consideration.
• The terms of the merger (cash and stock consideration) are typical for such transactions, similar to other large-scale acquisitions in the building materials sector, though specific comparable companies or projects are not detailed in this filing.

Management Changes

Stakeholder Impact

• Shareholders (AZEK): Received a pre-determined cash and stock consideration for their shares, realizing value from their investment.
• Employees (AZEK): Equity awards (RSUs, PSUs, Stock Options) were vested and converted into merger consideration, providing a payout for their incentives. Future employment status and benefits would be subject to the integration plans of James Hardie Industries plc.
• Management (AZEK): Directors like Brian Spaly ceased their roles at AZEK Co Inc. upon the merger's completion, with their equity holdings converted.

Next Steps

• Integration of AZEK's operations into James Hardie Industries plc.
• Further reporting by Brian Spaly on any future holdings or transactions in James Hardie Industries plc, if applicable.

Key Dates

Keywords

AZEK, James Hardie Industries, JHX, Merger, Acquisition, Form 4, Insider Trading, Director, Equity Disposition, Stock Sale, Cash Consideration, Share Exchange, Corporate Action, Brian Spaly