Form 4: AZEK Director Pamela Edwards Completes Share Disposition Following James Hardie Merger

AZEK Co Inc. Director Pamela Edwards disposed of all her beneficial ownership in AZEK Class A Common Stock, including vested equity awards, following the completion of the merger with James Hardie Industries plc on July 1, 2025, receiving $26.45 cash and 1.0340 JHX shares per AZEK share.

Summary

• Pamela J. Edwards, a Director of The AZEK Company Inc., disposed of all her beneficial ownership in AZEK Class A Common Stock.
• The disposition occurred on July 1, 2025, as a result of the closing of the merger between AZEK, James Hardie Industries plc (JHX), and Juno Merger Sub Inc.
• A total of 11,371 Class A Common Stock shares, including those underlying Company RSU Awards, Company PSU Awards, and Company Stock Options, were disposed of.
• An additional 263 Class A Common Stock shares, representing deferred stock units, were also disposed of.
• Upon the merger's effective time, each AZEK common stock share was converted into the right to receive $26.45 in cash and 1.0340 JHX ordinary shares.
• Fractional JHX shares were paid in cash based on JHX's five-trading day volume-weighted average price ending June 30, 2025, which was $26.053018.
• All outstanding Company RSU Awards and deferred stock units held by the reporting person were fully vested, settled, and canceled in exchange for the merger consideration.
• Following these transactions, Pamela J. Edwards' beneficial ownership in AZEK Class A Common Stock is 0.

Sentiment

Score: 7

Explanation: The document reports the successful completion of a merger, which is a positive and expected outcome for the involved parties. The reporting person successfully converted their equity into the agreed-upon merger consideration. There are no negative surprises or delays indicated.

Positives

• The merger transaction has successfully closed, providing AZEK shareholders, including the reporting person, with a defined cash and stock consideration.
• All outstanding Company RSU Awards and deferred stock units held by the reporting person were fully vested and converted into the merger consideration, indicating a successful realization of equity compensation.
• The fixed cash consideration of $26.45 per share and the exchange ratio of 1.0340 JHX shares per AZEK share provide clarity and certainty for AZEK shareholders.

Negatives

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

Future Outlook

The document does not provide forward-looking statements or guidance, as it is a Form 4 reporting a completed transaction.

Industry Context

This transaction signifies a consolidation within the building materials or home improvement sector, with James Hardie Industries plc acquiring The AZEK Company Inc. Such mergers often aim to achieve synergies, expand market share, or diversify product offerings.

Comparison to Industry Standards

• The merger consideration of $26.45 cash and 1.0340 JHX shares per AZEK share should be evaluated against recent M&A transactions in the building materials sector to assess its fairness and premium. For example, comparing the implied valuation multiples (e.g., EV/EBITDA, P/E) to those of comparable transactions like CertainTeed's acquisition of Continental Building Products or Owens Corning's acquisition of Masonite International would provide context.
• The specific terms of equity award treatment (full vesting and conversion) are standard practice in many merger agreements to ensure executive and employee alignment and compensation realization.

Stakeholder Impact

• Shareholders (AZEK): Received the agreed-upon merger consideration (cash and JHX shares) for their AZEK holdings.
• Employees (AZEK): Equity awards (RSUs, PSUs, Stock Options) held by the reporting person (and likely other employees) were vested and converted, providing a liquidity event. The broader impact on AZEK employees (e.g., job security, integration into JHX) is not detailed here but is a general consideration in mergers.
• Management (AZEK): The reporting person, a director, has fully divested her AZEK holdings, indicating the completion of her financial interest in the acquired entity.

Next Steps

• Pamela J. Edwards will no longer hold AZEK securities.
• AZEK Co Inc. will cease to be an independent publicly traded entity, becoming part of James Hardie Industries plc.
• Former AZEK shareholders will receive the merger consideration (cash and JHX shares).

Key Dates

Keywords

AZEK, James Hardie Industries, JHX, Merger, Acquisition, SEC Form 4, Insider Trading, Stock Disposition, Equity Awards, RSU, PSU, Stock Options, Deferred Stock Units, Corporate Action, Pamela Edwards