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

AZEK Co Inc. Director Harmit J. Singh reported the disposal of all beneficial ownership in AZEK Class A Common Stock, including equity awards, as a result of the company's merger with James Hardie Industries plc.

Summary

• Harmit J. Singh, a Director of The AZEK Company Inc. (AZEK), reported the disposal of all his beneficial ownership in AZEK Class A Common Stock.
• The disposal occurred on July 1, 2025, as a direct result of the closing of the merger transactions contemplated by the Merger Agreement dated March 23, 2025.
• AZEK merged with James Hardie Industries plc (JHX) through Juno Merger Sub Inc.
• Mr. Singh disposed of 8,213 shares of Class A Common Stock, which included shares underlying Company RSU Awards, Company PSU Awards, and Company Stock Options.
• Additionally, 4,961 shares of Class A Common Stock, representing deferred stock units, were settled and cancelled.
• 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.
• Cash was provided in lieu of fractional JHX ordinary shares, calculated based on JHX's five-trading day volume-weighted average price ending June 30, 2025, which was $26.053018.
• Following these transactions, Mr. Singh's beneficial ownership in AZEK Class A Common Stock is 0 shares.

Sentiment

Score: 5

Explanation: The document is a factual report of a completed transaction resulting from a merger. It does not convey positive or negative sentiment about the company's ongoing operations, but rather the outcome of a corporate action.

Positives

• The reported transaction is a result of a completed merger, indicating a successful corporate event for AZEK shareholders.
• AZEK shareholders received a combination of cash ($26.45 per share) and shares of James Hardie Industries plc (1.0340 JHX ordinary shares per AZEK share), providing immediate liquidity and continued equity participation in the combined entity.

Future Outlook

This Form 4 reports a completed transaction and does not provide forward-looking statements or guidance regarding future operations or financial performance.

Industry Context

The merger between AZEK and James Hardie Industries plc signifies a significant consolidation within the building materials and construction products industry, potentially leading to increased market share and operational synergies for the combined entity.

Stakeholder Impact

• Shareholders of AZEK received merger consideration consisting of cash and shares of James Hardie Industries plc, indicating a realization of value for their investment.

Key Dates

Keywords

AZEK, James Hardie Industries, JHX, Merger, Form 4, Insider Transaction, Stock Disposal, Director, Harmit J. Singh, Beneficial Ownership, SEC Filing