[Form 4] The AZEK Company Inc. Insider Trading Activity

Rhea-AI Filing Summary

AZEK – Form 4 (07/02/2025) documents the disposition of all AZEK equity held by Chief Human Resources Officer Sandra Lamartine in connection with the closing of the previously announced merger with James Hardie Industries plc (JHX) on 07/01/2025.

• Common shares: 21,015 Class A shares were reported as disposed (Code “D”).
• Equity awards: 42,262 performance-based RSUs and 33,339 stock-option awards (exercise prices ranging from $20.18 to $53.51) were likewise disposed of and converted into JHX instruments.

The filing reiterates final merger economics:

• Cash Consideration: $26.45 per AZEK share.
• Share Exchange Ratio: 1.0340 JHX ordinary shares per AZEK share.
• Fractional shares settled in cash based on JHX’s 5-day VWAP of $26.053018.

All AZEK awards were assumed by JHX and converted into equivalent JHX restricted-stock, performance-unit or option awards using the same vesting schedules. Following conversion, the reporting person holds 0 AZEK securities; future ownership, if any, will be in JHX.

This Form 4 provides transactional confirmation that the merger closed and that AZEK equity has been fully exchanged, giving investors definitive consideration details and eliminating standalone AZEK insider ownership.

Positive

• Merger consummation confirmed, removing deal-completion risk for investors.
• Clear consideration terms: $26.45 cash + 1.0340 JHX shares per AZEK share.
• Employee equity preserved via 1-for-1 conversion to JHX instruments, supporting retention.

Negative

• AZEK insider ownership reduced to zero, eliminating a traditional alignment signal with the legacy entity.

Insights

M&A Specialist

TL;DR – Filing confirms merger closing and exact payout terms.

The Form 4 is a mechanical but important post-closing record. It shows that AZEK share conversion is complete: each share yielded $26.45 cash plus 1.0340 JHX shares. Insider disposition code “D” is purely transactional, not indicative of voluntary selling. Equity awards were rolled into equivalent JHX instruments, preserving vesting and reducing employee flight risk. From an M&A perspective, this removes execution risk—consideration terms are now locked. The document thus validates the deal close, a key milestone for arbitrage investors.

Portfolio Manager

TL;DR – Confirms liquidity event; AZEK equity ceases to exist.

For holders of AZEK, the filing signals that their value realization is now in cash and JHX stock. The fixed cash component delivers immediate liquidity, while the share portion transfers exposure to JHX’s fundamentals. Insider ownership of AZEK drops to zero, eliminating an alignment metric, but award rollover suggests continuity in the combined firm’s leadership incentives. Market impact is modest because terms were pre-announced, yet confirmation reduces residual uncertainty and may prompt final index and portfolio rebalancing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Skelly Jonathan

(Last) (First) (Middle)

1330 W. FULTON ST.

SUITE 350

(Street)

CHICAGO IL 60607

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AZEK Co Inc. [ AZEK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres. Res. & Comm.

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/01/2025		D		194,358(1)	D	(2)(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-Based Restricted Stock Units	(4)(5)	07/01/2025		D			75,358(1)	(4)(5)	(4)(5)	Common Stock	75,358	(4)(5)	0	D
Non-qualified stock options (right-to-buy)	$23	07/01/2025		D			164,807(1)	(6)(7)	12/16/2030	Common Stock	164,807	(6)(7)	0	D
Non-qualified stock options (right-to-buy)	$34.27	07/01/2025		D			7,972(1)	(6)(7)	12/04/2030	Common Stock	7,972	(6)(7)	0	D
Non-qualified stock options (right-to-buy)	$41.21	07/01/2025		D			6,054(1)	(6)(7)	11/19/2031	Common Stock	6,054	(6)(7)	0	D
Non-qualified stock options (right-to-buy)	$17.39	07/01/2025		D			2,494(1)	(6)(7)	07/01/2032	Common Stock	2,494	(6)(7)	0	D
Non-qualified stock options (right-to-buy)	$20.18	07/01/2025		D			24,391(1)	(6)(7)	12/12/2032	Common Stock	24,391	(6)(7)	0	D
Non-qualified stock options (right-to-buy)	$38.15	07/01/2025		D			15,333(1)	(6)(7)	12/15/2033	Common Stock	15,333	(6)(7)	0	D
Non-qualified stock options (right-to-buy)	$53.51	07/01/2025		D			9,438(1)	(6)(7)	12/15/2034	Common Stock	9,438	(6)(7)	0	D

Explanation of Responses:

1. Represents shares (including in respect of shares underlying, as applicable, Company RSU Awards, Company PSU Awards and Company Stock Options (each as defined in the Agreement and Plan of Merger, dated as of March 23, 2025 (as amended, the "Merger Agreement"), by and among The AZEK Company Inc. ("AZEK"), James Hardie Industries plc ("JHX") and Juno Merger Sub Inc.)) disposed of pursuant to the closing of the transactions contemplated by the Merger Agreement.

2. In accordance with the Merger Agreement, upon the Effective Time (as defined in the Merger Agreement), each share of Company Common Stock (as defined in the Merger Agreement) that was issued and outstanding immediately prior to the Effective Time (subject to certain exceptions) was converted into the right to receive $26.45 in cash, without interest (the "Cash Consideration"), and 1.0340 (the "Exchange Ratio") JHX ordinary shares, with cash in lieu of fractional JHX ordinary shares, where any such aggregated fractional shares are rounded to four (4) decimal places and multiplied by JHX's five-trading day volume-weighted average price ending on June 30, 2025, the trading day immediately prior to the closing of the transactions contemplated by the Merger Agreement (the "Parent Share Price") (collectively, the "Merger Consideration"). The Parent Share Price was $26.053018.

3. Upon the Effective Time, each then-outstanding Company RSU Award held by the reporting person was assumed by JHX and converted into (A) a time-based restricted stock unit award of JHX covering a number of JHX ordinary shares (rounded to the nearest whole number of shares) equal to the product obtained by multiplying (1) the number of shares of Company Common Stock (as defined in the Merger Agreement) subject to the Company RSU Award by (2) the Exchange Ratio and (B) a cash award having a value equal to the product obtained by multiplying (1) the number of shares of Company Common Stock subject to the Company RSU Award by (2) the Cash Consideration. Each time-based restricted stock unit award of JHX and each cash award is subject to the same terms and conditions as were applicable to the Company RSU Award immediately prior to the Effective Time, including the vesting schedule.

4. Upon the Effective Time, each then-outstanding Company PSU Award was assumed by JHX and converted into (A) a time-based restricted stock unit award of JHX covering a number of JHX ordinary shares (rounded to the nearest whole number of shares) equal to the product obtained by multiplying (1) the number of shares of Company Common Stock subject to the Company PSU Award by (2) the Exchange Ratio and (B) a cash award having a value equal to the product obtained by multiplying (1) the number of shares of Company Common Stock subject to the Company PSU Award by (2) the Cash Consideration. For purposes of the foregoing calculations, the number of shares of Company Common Stock subject to the Company PSU Award was determined based on (i) for fiscal years 2024 and 2025, actual performance and (ii) for fiscal years 2026 and 2027, target performance.

5. (Continued from footnote 4) Each time-based restricted stock unit award of JHX and each cash award is subject to the same terms and conditions as were applicable to such Company PSU Award immediately prior to the Effective Time, including the vesting schedule (except that the performance-based vesting conditions do not apply from and after the Effective Time).

6. Upon the Effective Time, each then-outstanding Company Stock Option held by the reporting person was assumed by JHX and converted into an option to purchase a number of JHX ordinary shares (rounded down to the nearest whole number of shares) equal to the product of (A) the number of shares of Company Common Stock subject to such Company Stock Option multiplied by (B) the Equity Award Exchange Ratio, with an exercise price per JHX ordinary share equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of Company Common Stock subject to such Company Stock Option by (B) the Equity Award Exchange Ratio. The Equity Award Exchange Ratio is defined as the sum of (A) the quotient (rounded to four (4) decimal places) obtained by dividing (x) the Cash Consideration by (y) the Parent Share Price and (B) the Exchange Ratio.

7. (Continued from footnote 6) Each stock option of JHX is subject to the same terms and conditions as were applicable to such Company Stock Option immediately prior to the Effective Time, including the vesting schedule.

	/s/ Morgan Walbridge, as Attorney-in-Fact for Jonathan Skelly	07/02/2025
	** Signature of Reporting Person	Date
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FAQ

What consideration did AZEK (AZEK) shareholders receive at closing?

Each AZEK share was exchanged for $26.45 in cash and 1.0340 JHX ordinary shares.

When did the AZEK–JHX merger close?

The effective closing date reflected in the filing is July 1, 2025.

What happened to AZEK stock options and RSUs held by insiders?

All awards were assumed by JHX and converted into equivalent JHX options or RSUs with the original vesting schedules.

Does Sandra Lamartine hold any AZEK shares after the transaction?

No. The Form 4 shows 0 AZEK securities remaining; future holdings are in JHX.

How was cash paid for fractional JHX shares?

Fractional shares were settled in cash based on JHX’s five-day VWAP of $26.053018.