Form 4: AZEK Director Howard Heckes Completes Share Disposition Following James Hardie Merger

AZEK Co Inc. Director Howard C. Heckes has fully divested his holdings in AZEK Class A Common Stock, converting them into cash and James Hardie Industries plc shares, following the closing of the previously announced merger.

Summary

• Howard C. Heckes, a Director of The AZEK Company Inc., disposed of all his beneficial ownership in AZEK Class A Common Stock on July 1, 2025.
• The disposition was a direct result of the closing of the merger between AZEK, James Hardie Industries plc (JHX), and Juno Merger Sub Inc., as per the Merger Agreement dated March 23, 2025.
• Shares disposed include 19.548 directly owned, 1,982 directly owned (related to deferred stock units), and 2,500 indirectly owned via a Trust, totaling 4,501.548 shares.
• Upon the merger's effective time, each AZEK common stock share was converted into $26.45 in cash and 1.0340 JHX ordinary shares.
• Cash in lieu of fractional JHX shares was calculated based on JHX's five-trading day volume-weighted average price of $26.053018 ending June 30, 2025.
• Deferred stock units held by Mr. Heckes were settled and cancelled in exchange for the merger consideration.

Sentiment

Score: 7

Explanation: The document reports the successful closing of a major corporate merger, which is generally a positive and expected outcome for the involved parties, providing a clear exit for AZEK shareholders at pre-agreed terms. The disposition of shares by the director is a procedural step following this event.

Positives

• The successful closing of the merger provides AZEK shareholders, including the reporting person, with a defined cash and stock consideration, indicating a completed strategic transaction.
• The transaction provides liquidity and diversification for the reporting person's investment.

Negatives

• The reporting person no longer holds any beneficial ownership in AZEK, indicating a complete exit from the company's equity.

Future Outlook

No specific future outlook or guidance is provided in this Form 4, as it reports a completed transaction.

Industry Context

The merger of AZEK and James Hardie Industries plc represents a significant consolidation event in the building materials or related industries, potentially creating a larger entity with expanded market reach and product offerings. This transaction reflects a trend of strategic acquisitions aimed at achieving scale and synergy.

Stakeholder Impact

• Shareholders (AZEK): Received a pre-determined cash and stock consideration for their shares, providing a clear exit and value realization.
• Employees (AZEK): Implied integration into James Hardie Industries plc, potentially leading to changes in corporate structure, benefits, or roles.
• Management (AZEK): The reporting person (a director) has fully divested AZEK shares, indicating the completion of their equity stake in the acquired entity.

Next Steps

• The reporting person is no longer subject to Section 16 obligations for AZEK, though Form 4 or Form 5 obligations may continue for other reasons (e.g., if they acquire shares in JHX).
• Integration of AZEK into James Hardie Industries plc.

Key Dates

Keywords

AZEK, James Hardie Industries, JHX, Merger, SEC Form 4, Beneficial Ownership, Stock Disposition, Corporate Transaction, Director Holdings, Equity Conversion