James Hardie (ASX: JHX) adds 2,698 employee CDIs in small share issue

Rhea-AI Filing Summary

James Hardie Industries plc filed a Form 6-K outlining a small equity issuance and an internal director holding change. The company applied for quotation on ASX of 2,698 JHX CHESS Depositary Interests (1:1) issued under an employee incentive scheme at USD 0.69355 per security. After quotation, there are 430,438,730 JHX CHESS Depositary Interests on issue, alongside unquoted restricted stock units, ordinary shares and options. Separately, director Gary Hendrickson reported a change in relevant interests, with 196,269 securities moved from direct to indirect ownership, with no net change in total holdings disclosed. The filing also reiterates extensive forward‑looking statement caution and risk factors.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the Month of February 2026

1-15240

(Commission File Number)

JAMES HARDIE INDUSTRIES plc

(Translation of registrant’s name into English)

1st Floor, Block A

One Park Place

Upper Hatch Street, Dublin 2, D02, FD79, Ireland

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F..X....  Form 40-F.........

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Not Applicable

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Not Applicable

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TABLE OF CONTENTS

Forward-Looking Statements			3
Exhibit Index			5
Signatures			6

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Forward-Looking Statements

This Form 6-K contains forward-looking statements. James Hardie Industries plc (the “Company”) may from time to time make forward-looking statements in its periodic reports filed with or furnished to the Securities and Exchange Commission, on Forms 20-F and 6-K, in its annual reports to shareholders, in offering circulars, invitation memoranda and prospectuses, in media and earnings releases and other written materials and in oral statements made by the Company’s officers, directors or employees to analysts, institutional investors, existing and potential lenders, representatives of the media and others. Statements that are not historical facts are forward-looking statements and such forward-looking statements are statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.

Examples of forward-looking statements include:

•statements about the future integration of AZEK, including its anticipated benefits;

•statements about the Company’s future performance;

•projections of the Company’s results of operations or financial condition;

•statements regarding the Company’s plans, objectives or goals, including those relating to strategies, initiatives, competition, acquisitions, dispositions and/or its products;

•expectations concerning the costs associated with the suspension or closure of operations at any of the Company’s plants and future plans with respect to any such plants;

•expectations concerning the costs associated with the significant capital expenditure projects at any of the Company’s plants and future plans with respect to any such projects;

•expectations regarding the extension or renewal of the Company’s credit facilities including changes to terms, covenants or ratios;

•expectations concerning dividend payments and share buy-backs;

•statements concerning the Company’s Corporate and tax domiciles and structures and potential changes to them, including potential tax charges;

•statements regarding tax liabilities and related audits, reviews and proceedings;

•statements regarding the possible consequences and/or potential outcome of legal proceedings brought against us and the potential liabilities, if any, associated with such proceedings;

•expectations about the timing and amount of contributions to AICF, a special purpose fund for the compensation of proven Australian asbestos-related personal injury and death claims;

•statements regarding the Company’s ability to manage legal and regulatory matters (including but not limited to product liability, environmental, intellectual property and competition law matters) and to resolve any such pending legal and regulatory matters within current estimates and in anticipation of certain third-party recoveries; and

•statements about economic or housing market conditions in the regions in which we operate, including but not limited to, the levels of new home construction and home renovations, unemployment levels, changes in consumer income, changes or stability in housing values, the availability of mortgages and other financing, mortgage and other interest rates, housing affordability and supply, the levels of foreclosures and home resales, currency exchange rates, and builder and consumer confidence.

Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “aim,” “will,” “should,” “likely,” “continue,” “may,” “objective,” “outlook” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Readers are cautioned not to place undue reliance on these forward-looking statements and all such forward-looking statements are qualified in their entirety by reference to the following cautionary statements.

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Forward-looking statements are based on the Company’s current expectations, estimates and assumptions and because forward-looking statements address future results, events and conditions, they, by their very nature, involve inherent risks and uncertainties, many of which are unforeseeable and beyond the Company’s control. Such known and unknown risks, uncertainties and other factors may cause actual results, performance or other achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by these forward-looking statements. These factors, some of which are discussed under “Risk Factors” in Section 3 of our Form 20-F filed with the Securities and Exchange Commission on 20 May 2025, include, but are not limited to: all matters relating to or arising out of the prior manufacture of products that contained asbestos by current and former Company subsidiaries; required contributions to AICF, any shortfall in AICF funding and the effect of currency exchange rate movements on the amount recorded in the Company’s financial statements as an asbestos liability; compliance with and changes in tax laws and treatments; competition and product pricing in the markets in which the Company operates; the consequences of product failures or defects; exposure to environmental, asbestos, putative consumer class action or other legal proceedings; general economic and market conditions; the supply and cost of raw materials; possible increases in competition and the potential that competitors could copy the Company’s products; compliance with and changes in environmental and health and safety laws; risks of conducting business internationally; compliance with and changes in laws and regulations; currency exchange risks; dependence on customer preference and the concentration of the Company’s customer base; dependence on residential and commercial construction markets; the effect of adverse changes in climate or weather patterns; use of accounting estimates; the AZEK acquisition; and all other risks identified in the Company’s reports filed with Australian, Irish and US securities regulatory agencies and exchanges (as appropriate). The Company cautions you that the foregoing list of factors is not exhaustive and that other risks and uncertainties may cause actual results to differ materially from those referenced in the Company’s forward-looking statements. Forward-looking statements speak only as of the date they are made and are statements of the Company’s current expectations concerning future results, events and conditions. The Company assumes no obligation to update any forward-looking statements or information except as required by law.

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EXHIBIT INDEX

Exhibit No.						Description
99.1						Appendix 3Y - G Hendrickson
99.2						Application for quotation of securities - JHX

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

						James Hardie Industries plc
Date:   27 February 2026						By:  /s/ Aoife Rockett
						Aoife Rockett
						Company Secretary

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EXHIBIT INDEX

Exhibit No.						Description
99.1						Appendix 3Y - G Hendrickson
99.2						Application for quotation of securities - JHX

7

Exhibit 99.1

Appendix 3Y

Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity			James Hardie Industries plc
ARBN			097 829 895

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director			Gary Hendrickson
Date of last notice			18 December 2025

+ See chapter 19 for defined terms.

01/01/2011    Appendix 3Y Page 1

Appendix 3Y

Change of Director’s Interest Notice

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest			Direct & Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.			The Gary E. Hendrickson Trust, for which the Director serves as trustee The Hendrickson Family Trust, for which the Director’s spouse serves as trustee and for which the Director’s spouse has delegated investment control and management to the Director
Date of change			17 February 2026
No. of securities held prior to change			Direct Ordinary shares: 217,568 Indirect Ordinary shares: 192,878 shares held by The Hendrickson Family Trust
Class			Ordinary shares.
Number acquired			Indirect – 196,269
Number disposed			Direct – 196,269
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation			USD $2,299,978.80
No. of securities held after change			Direct Ordinary shares: 21,299 Indirect Ordinary shares: 284,147 shares held by The Hendrickson Family Trust 105,000 shares held by The Gary E. Hendrickson Trust
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back			Transfer of shares for no value from direct holdings to family trust followed by transfer of shares for value from one family trust to another family trust. No change in overall beneficial ownership.

+ See chapter 19 for defined terms.

01/01/2011    Appendix 3Y Page 2

Appendix 3Y

Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract			Nil.
Nature of interest			Nil.
Name of registered holder (if issued securities)			Nil.
Date of change			Nil.
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed			Nil.
Interest acquired			Nil.
Interest disposed			Nil.
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation			Nil.
Interest after change			Nil.

Part 3 – +Closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?			No
If so, was prior written clearance provided to allow the trade to proceed during this period?			Not applicable.
If prior written clearance was provided, on what date was this provided?			Not applicable.

+ See chapter 19 for defined terms.

01/01/2011    Appendix 3Y Page 3

Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 1 / 6 Announcement Summary Entity name JAMES HARDIE INDUSTRIES PLC Announcement Type New announcement Date of this announcement Friday February 20, 2026 The +securities to be quoted are: Total number of +securities to be quoted ASX +security code Security description Number of +securities to be quoted Issue date JHX CHESS DEPOSITARY INTERESTS 1:1 2,698 20/02/2026 Refer to next page for full details of the announcement +Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer

Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 2 / 6 Part 1 - Entity and announcement details 1.1 Name of entity JAMES HARDIE INDUSTRIES PLC We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules. 1.2 Registered number type ARBN Registration number 097829895 1.3 ASX issuer code JHX 1.4 The announcement is 1.5 Date of this announcement 20/2/2026 New announcement

Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 3 / 6 Part 2 - Type of Issue 2.1 The +securities to be quoted are: 2.2 The +class of +securities to be quoted is: Additional +securities in a class that is already quoted on ASX ("existing class") +Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer

Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 4 / 6 Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B Additional +securities to be quoted in an existing class issued under an +employee incentive scheme FROM (Existing Class) ASX +security code and description JHXAK : RESTRICTED STOCK UNIT TO (Existing Class) ASX +security code and description JHX : CHESS DEPOSITARY INTERESTS 1:1 Please state the number of +securities issued under the +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer 2,698 Please provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms Refer to the 2001 Plan: https://ir.jameshardie.com.au/public/download.jsp?id=5562 Are any of these +securities being issued to +key management personnel (KMP) or an +associate Issue date 20/2/2026 Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? Issue details Number of +securities to be quoted 2,698 Are the +securities being issued for a cash consideration? In what currency is the cash consideration being paid? USD - US Dollar What is the issue price per +security? USD 0.69355000 Any other information the entity wishes to provide about the +securities to be quoted Yes Yes No

Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 5 / 6 Part 4 - Issued capital following quotation Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise: The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing. 4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities subject of this application) ASX +security code and description Total number of +securities on issue JHX : CHESS DEPOSITARY INTERESTS 1:1 430,438,730 4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX) ASX +security code and description Total number of +securities on issue JHXAK : RESTRICTED STOCK UNIT 5,513,946 JHXAM : ORDINARY SHARES 149,713,663 JHXAL : OPTION EXPIRING 03-NOV-2027 EX $33.05 269,221

Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 6 / 6 Part 5 - Other Listing Rule requirements 5.1 Are the +securities being issued under an exception in Listing Rule 7.2 and therefore the issue does not need any security holder approval under Listing Rule 7.1? 5.1a Select the number of the applicable exception in Listing Rule 7.2 13 Yes

FAQ

What new securities did James Hardie (JHX) issue in this filing?

James Hardie issued 2,698 JHX CHESS Depositary Interests (CDIs) under an employee incentive scheme. These additional CDIs are to be quoted on ASX and rank equally with existing JHX CDIs from their issue date at an issue price of USD 0.69355 each.

How does this Form 6-K affect James Hardie’s total JHX CDIs on issue?

Following quotation of the 2,698 new CHESS Depositary Interests, James Hardie will have 430,438,730 JHX CDIs on issue. This figure reflects the total quoted CDIs on ASX after this small employee incentive scheme-related issuance is incorporated into the company’s capital structure.

What change did director Gary Hendrickson report in his James Hardie (JHX) interests?

Director Gary Hendrickson reported a reclassification of 196,269 securities, disposing of this amount from his direct holding and acquiring the same amount indirectly. This change alters the form of his interest between direct and indirect, without indicating a net increase or decrease in total exposure.

Were any securities issued to key management personnel in this James Hardie (JHX) update?

The document states that 2,698 JHX CHESS Depositary Interests were issued under an employee incentive scheme, and confirms that some securities are being issued to key management personnel or associates. These incentive-related securities will be quoted and rank equally with existing CDIs on ASX.

What other classes of James Hardie (JHX) securities remain unquoted on ASX?

Unquoted securities include 5,513,946 restricted stock units (JHXAK), 149,713,663 ordinary shares (JHXAM), and 269,221 options expiring 3 November 2027 with an exercise price of $33.05. These instruments form part of James Hardie’s broader capital structure but are not quoted on ASX.

What forward-looking statement cautions does James Hardie (JHX) provide?

James Hardie highlights that forward-looking statements involve risks and uncertainties, covering topics like AZEK integration, asbestos-related liabilities, legal proceedings, tax matters, construction markets and economic conditions. The company notes actual results may differ materially and assumes no obligation to update such statements except as required by law.

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 EX-99.1 33.1 KB
• EX-99.2 EX-99.2 6.8 KB
• EX-992 ex992applicationforquota001.jpg 73.3 KB
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