Form 4: AZEK Director Disposes of Holdings Following James Hardie Merger Completion

AZEK Company Inc. Director Gary E. Hendrickson reported the disposition of all his AZEK common stock and conversion of stock options due to the closing of the merger with James Hardie Industries plc.

Summary

• Gary E. Hendrickson, a Director of The AZEK Company Inc., filed a Form 4 reporting changes in his beneficial ownership of AZEK securities.
• The changes occurred on July 1, 2025, coinciding with the closing of the previously announced merger between AZEK and James Hardie Industries plc (JHX).
• Under the Merger Agreement dated March 23, 2025, each outstanding share of AZEK common stock was converted into the right to receive $26.45 in cash and 1.0340 JHX ordinary shares.
• The Parent Share Price (JHX's 5-trading day volume-weighted average price ending June 30, 2025) was $26.053018.
• Mr. Hendrickson disposed of 214,105 shares of Class A Common Stock held directly, 140,892 shares held indirectly by a Trust, and 21,356 shares related to deferred stock units held directly, all in exchange for the merger consideration.
• His non-qualified stock options to purchase 564,439 shares of AZEK common stock (with an exercise price of $23) were assumed by JHX and converted into options to purchase JHX ordinary shares.
• The converted JHX options are subject to the same terms and vesting schedule as the original AZEK options.

Sentiment

Score: 7

Explanation: The sentiment is positive as it confirms the successful completion of a merger, which typically provides liquidity and a strategic outcome for shareholders. There are no negative surprises or delays indicated.

Positives

• The successful closing of the merger provides AZEK shareholders, including the reporting person, with a defined cash and stock consideration.
• The conversion of stock options into JHX options allows the reporting person to maintain equity exposure to the combined entity.

Future Outlook

The merger between The AZEK Company Inc. and James Hardie Industries plc has closed, meaning AZEK as an independent publicly traded entity no longer has a separate future outlook. The reporting person's equity exposure is now tied to James Hardie Industries plc through the received shares and converted options.

Industry Context

This filing reflects the completion of a significant acquisition in the building materials sector, where James Hardie Industries plc, a global leader in fiber cement products, has acquired The AZEK Company Inc., known for its sustainable outdoor living products. This consolidation indicates a trend towards expanding product portfolios and market reach within the home improvement and construction industries.

Stakeholder Impact

• Shareholders of AZEK Company Inc. received the agreed-upon merger consideration, consisting of cash and James Hardie Industries plc ordinary shares, in exchange for their AZEK holdings.

Next Steps

• The reporting person now holds shares and converted stock options of James Hardie Industries plc.
• Future disclosures regarding these holdings will be filed under James Hardie Industries plc.

Key Dates

Keywords

AZEK, James Hardie Industries, JHX, Merger, Acquisition, Form 4, Insider Trading, Beneficial Ownership, Stock Options, Corporate Action, Building Materials