Form 4: AZEK Director Vernon Nagel Completes Share Disposition Following James Hardie Merger

AZEK Co Inc. Director Vernon J. Nagel disposed of all his beneficial ownership in AZEK Class A Common Stock, including vested RSUs and deferred stock units, as a result of the company's merger with James Hardie Industries plc.

Summary

• Vernon J. Nagel, a Director of The AZEK Company Inc., disposed of 23,209 shares and 21,972 shares of Class A Common Stock on July 1, 2025.
• The disposition was a direct result of the closing of the merger transactions outlined in the Agreement and Plan of Merger dated March 23, 2025.
• Upon the merger's effective time, each AZEK common stock share was converted into a merger consideration consisting of $26.45 in cash and 1.0340 ordinary shares of James Hardie Industries plc (JHX).
• Cash in lieu of fractional JHX shares was calculated based on JHX's five-trading day volume-weighted average price of $26.053018 ending on June 30, 2025.
• 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, Vernon J. Nagel holds 0 shares of AZEK Class A Common Stock.

Sentiment

Score: 7

Explanation: The sentiment is generally positive as the merger, which was previously announced, has successfully closed, providing AZEK shareholders with the agreed-upon consideration. The disposition of shares by the director is a procedural outcome of this positive corporate event rather than a negative signal.

Positives

• The completion of the merger provides AZEK shareholders, including the reporting person, with a defined cash and stock consideration, offering liquidity and participation in the acquiring entity, James Hardie Industries plc.
• Company RSU Awards and deferred stock units held by the director were fully vested and settled as part of the merger, providing a clear exit for these equity incentives.

Negatives

• The disposition of all shares by a director, while a direct consequence of the merger, signifies the end of their direct equity stake in the acquired entity, AZEK.

Risks

• No specific risks are mentioned in this Form 4 filing, as it primarily reports a post-merger insider transaction.

Future Outlook

The document does not provide any forward-looking statements or guidance, as it is a report on a completed insider transaction related to a merger.

Industry Context

This filing reflects the finalization of a significant consolidation event within the building materials or construction products industry, where The AZEK Company, a manufacturer of sustainable building products, has been acquired by James Hardie Industries plc, a global leader in fiber cement building materials. Such mergers often indicate strategic shifts towards market expansion, product diversification, or achieving economies of scale within the sector.

Comparison to Industry Standards

• NA. This Form 4 reports a specific insider transaction resulting from a merger and does not contain financial performance metrics or operational data that would allow for a direct comparison to industry standards or specific comparable companies/projects/results.

Management Changes

Corporate Governance

Legal Proceedings

• NA. The document does not mention any ongoing litigation or regulatory matters.

Related Party Transactions

• NA. The document reports a transaction by a director as a result of a corporate merger, which is not typically classified as a related party transaction in this context.

Stakeholder Impact

• Shareholders: AZEK shareholders received a pre-defined cash and stock consideration for their shares, providing liquidity and continued exposure to the combined entity through JHX shares.
• Employees: While not explicitly stated, mergers often lead to integration efforts that can impact employees, though this document does not provide details.
• Management: The director's equity holdings were settled as part of the merger, indicating a transition for AZEK's former management and board members.

Next Steps

• The reporting person, Vernon J. Nagel, is no longer subject to Section 16 reporting obligations for AZEK, as indicated by the checked box on the form.
• AZEK shareholders who held shares prior to the merger will receive the specified merger consideration (cash and JHX ordinary shares).

Key Dates

Keywords

AZEK, James Hardie Industries, JHX, Merger, Acquisition, SEC Form 4, Insider Transaction, Share Disposition, Director, Equity Compensation, RSU, Deferred Stock Units, Cash Consideration, Exchange Ratio