James Hardie (NYSE: JHX) funds $250m buyback with Fermacell sale to Holcim
Rhea-AI Filing Summary
James Hardie Industries plc (JHX) has agreed to sell its European fibre gypsum and cement-bonded products subsidiaries, including the Fermacell business and the fermacell® and Aestuver® brands, to Holcim for €840 million in cash, subject to customary net debt and working capital adjustments. The deal excludes the Company’s European fiber cement operations, which it intends to wind down before closing.
The transaction is expected to close in the first half of 2027, is expected to be accretive to margin profile and ROIC, and the Company plans to use approximately $600 million of proceeds to repay debt toward a net leverage target below 2.0x by September 30, 2027. The Board also authorized a new $250 million share repurchase program. The Purchase Agreement includes customary conditions, limited post-closing recourse supported by warranty and indemnity insurance, and a potential €15 million termination fee payable by the purchaser in specified circumstances.
Positive
- €840 million cash divestiture of European Fermacell business to Holcim, expected to be accretive to margin profile and return on invested capital post-close.
- Planned use of approximately $600 million of proceeds to repay debt, supporting a net leverage target of below 2.0x by September 30, 2027.
- Board authorization of a new $250 million share repurchase program, enabling capital return to shareholders.
- Purchase Agreement includes a potential €15 million termination fee payable by the purchaser in specified circumstances, providing downside protection if antitrust conditions are not met.
Negative
- Company intends to close its European fiber cement business, which removes a regional product line and may involve operational and employee transition risks.
- Transaction closing is subject to customary regulatory and antitrust approvals and employee consultation processes, introducing execution and timing risk.
Filing Explained
The newly authorized
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Fermacell sale price: €840 million
Approximate USD value of transaction: $980 million USD
Debt repayment from proceeds: $600 million
+4 more
7 metrics
Fermacell sale price
€840 million
Cash consideration for the sale of the European Fermacell business to Holcim
Approximate USD value of transaction
$980 million USD
Current approximate USD equivalent of the €840 million Fermacell transaction
Debt repayment from proceeds
$600 million
Approximate amount of proceeds the Company intends to use to repay debt
Share repurchase authorization
$250 million USD
Maximum amount authorized under the new James Hardie share repurchase program
Net leverage target
below 2.0x
Stated net leverage target by September 30, 2027
Termination fee
€15 million
Potential fee payable by the purchaser to the sellers under specified circumstances
Expected closing period
first half of calendar 2027
Anticipated completion timing for the Fermacell transaction with Holcim
Key Terms
Share Purchase Agreement, warranty and indemnity insurance, net leverage, accelerated share repurchase, +1 more
5 terms
warranty and indemnity insurance financial
"The Purchaser has agreed to obtain warranty and indemnity insurance"
net leverage financial
"progress toward its stated target of net leverage below 2.0x by September 30, 2027"
Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.
antitrust approvals regulatory
"subject to customary closing conditions, including receipt of required antitrust approvals"
FAQ
What business is James Hardie (JHX) selling to Holcim and for how much?
James Hardie is selling its European sustainable walling and flooring solutions business Fermacell, including the fermacell® and Aestuver® brands, to Holcim for €840 million, or currently approximately $980 million USD, in cash, subject to customary adjustments.
How will James Hardie (JHX) use the proceeds from the €840 million Fermacell sale?
James Hardie expects to use approximately $600 million of the transaction proceeds to repay debt, helping progress toward a target of net leverage below 2.0x by September 30, 2027, and to support returning capital to shareholders.
When is the James Hardie (JHX) divestiture to Holcim expected to close?
The Fermacell divestiture to Holcim is expected to close in the first half of calendar 2027, subject to customary closing conditions, including required regulatory and antitrust approvals and completion of applicable employee consultation processes.
What happens to James Hardie’s European fiber cement business after this transaction?
James Hardie intends to close its European fiber cement business, subject to customary legal, regulatory and employee (including competent works council) consultation requirements, to enhance focus on its highest growth and return regions.
Is there a termination fee in the James Hardie (JHX) Purchase Agreement with Holcim?
Yes. Under specified circumstances, including failure to satisfy the required antitrust condition by the long-stop date, the purchaser may be required to pay the James Hardie sellers a €15 million termination fee.
Who will lead the Fermacell business after James Hardie (JHX) sells it to Holcim?
Following completion of the transaction, the Fermacell business, including the fermacell® and Aestuver® brands, will continue to be led by Christian Claus, CEO of Fermacell and President of James Hardie Europe.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 20, 2026
___________________________________
(Exact name of registrant as specified in its charter)
___________________________________
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices) | (Zip Code) | |||||||
Registrant's telephone number, including area code: ( | ||||||||
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry Into a Material Definitive Agreement.
On August 20, 2026, James Hardie Industries plc (the "Company"), through its wholly owned subsidiaries, James Hardie International Group Limited and James Hardie Holdings Limited (collectively, the "Sellers"), entered into a Share Purchase Agreement (the "Purchase Agreement") with Holcim Westbeteiligungs GmbH (the "Purchaser"), a wholly owned subsidiary of Holcim Ltd., and Holcim Ltd., as guarantor. Pursuant to the Purchase Agreement, the Sellers agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Sellers, all of the issued and outstanding equity interests of certain subsidiaries comprising the Company's European fibre gypsum and cement-bonded products business for a purchase price of €840 million, subject to customary adjustments for net debt and working capital as of closing (the "Transaction").
The Transaction does not include the Company's European fiber cement operations. Prior to closing, the Company intends to complete a wind-down of those operations pursuant to procedures contemplated by the Purchase Agreement.
Completion of the Transaction is subject to customary closing conditions, including receipt of required antitrust approvals and completion of employee consultation processes where required, and is expected to occur in the first half of calendar year 2027. The Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions for a transaction of this nature. The Purchaser has agreed to obtain warranty and indemnity insurance, and the Purchase
Agreement generally limits post-closing recourse against the Sellers.
The Purchase Agreement may be terminated in certain circumstances, including if the required antitrust condition has not been satisfied by the applicable long-stop date. Under specified circumstances, the Purchaser may be required to pay the Sellers a termination fee of €15 million.
The foregoing description is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 - Regulation FD Disclosure.
On August 20, 2026, the Company also announced that its Board of Directors has authorized a share repurchase program of up to $250 million USD. Under the repurchase program, the Company may purchase its shares from time to time through open market repurchases, privately negotiated transactions or other means, including accelerated share repurchase programs or through the use of other techniques. The timing and number of shares repurchased will depend on a variety of factors, including stock price, trading volume, and general business and market conditions. The repurchase program does not obligate the Company to repurchase any of its ordinary shares. Additional information may be found in the press release attached as Exhibit 99.1.
The information contained in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference into such filing.
Item 9.01 - Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
Exhibit No. | Description | |||||||
2.1 | Share Purchase Agreement, dated August 20, 2026, among James Hardie International Group Limited, James Hardie Holdings Limited, Holcim Westbeteiligungs GmbH and Holcim Limited. | |||||||
99.1 | Press Release dated August 20, 2026. | |||||||
104 | Cover Page Interactive Data File, formatted in Inline XBRL. | |||||||
SIGNATURE
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 hereunto duly authorized.
JAMES HARDIE INDUSTRIES plc | |||||
Date: August 20, 2026 | By: /s/ Aaron Erter | ||||
Name: Aaron Erter | |||||
Title: Chief Executive Officer and Director | |||||
 | Exhibit 99.1 | |||||||
James Hardie Announces Strategic Divestiture of European Operations, Including Sale of Fermacell to Holcim for €840 Million
Transaction expected to accelerate deleveraging, support return of capital to shareholders, and be accretive to margin profile and ROIC
Separately, the Company also intends to close European fiber cement business to enhance focus on core growth regions
Actions further align portfolio with Company’s long-term growth strategy
James Hardie Board authorizes $250 million share repurchase program
CHICAGO — August 20, 2026 — James Hardie Industries plc (NYSE / ASX: JHX) (“James Hardie” or the “Company”), a leading provider of exterior home and outdoor living solutions, today announced a strategic divestiture of its European operations to further align the Company’s portfolio with its long-term growth strategy. The Company has entered into an agreement to sell its sustainable walling and flooring solutions business Fermacell in Europe, including the fermacell® and Aestuver® brands, to Holcim (SIX: HOLN), a global provider of high-value end-to-end building materials and solutions based in Switzerland, for €840 million, or currently approximately $980 million USD, in cash. James Hardie also intends to close its European fiber cement business, subject to customary legal, regulatory and employee (including competent works council) consultation requirements.
“The strategic divestiture of our European operations and the intended closure of the European fiber cement business will enable us to focus on our highest growth and return opportunities,” said Aaron Erter, CEO of James Hardie. “We believe this divestiture will strengthen our balance sheet, deliver compelling value for our shareholders and position the Fermacell business for long-term success under Holcim’s ownership. We are deeply grateful to our talented team members across Europe, whose expertise and hard work have made meaningful contributions to James Hardie, and we are committed to supporting impacted European fiber cement employees.”
Continuity of Leadership and Operations
Following completion of the transaction, Fermacell will complement Holcim’s ability to broaden its integrated building systems and modular construction offerings. The business, including the fermacell® and Aestuver® brands, will continue to be led by Christian Claus, CEO of Fermacell and President of James Hardie Europe.
“Holcim is a strong strategic fit for the Fermacell business, and importantly, customers will continue to receive high quality and excellent service,” said Claus. “We share a common vision, values and commitment to shaping the future of sustainable construction. With Holcim’s global reach and complementary capabilities, we will be well positioned to support a smooth transition, build on our strong foundation and accelerate our growth. I look forward to continuing to lead the Fermacell business in this next chapter.”
Transaction Details and Use of Proceeds
The transaction is expected to be accretive to margin profile and return on invested capital post-close.
The Company intends to deploy the transaction proceeds to accelerate deleveraging and return capital to shareholders. Approximately $600 million is expected to be used to repay debt, accelerating the Company’s progress toward its stated target of net leverage below 2.0x by September 30, 2027. In addition, James Hardie’s Board of Directors has authorized a new $250 million share repurchase program. Repurchases may be effected through open-market purchases, accelerated share repurchases or other methods as determined by the Company, subject to market conditions and other relevant considerations.
The transaction is expected to close in the first half of calendar 2027, subject to customary closing conditions, including required regulatory approvals and completion of applicable employee (including competent works council) consultation processes where required.
Advisors
Goldman Sachs & Co. LLC is serving as financial advisor to James Hardie, and DLA Piper is serving as legal advisor.
This media release has been authorized for release by the Board of Directors.
About James Hardie
James Hardie Industries plc is the industry leader in exterior home and outdoor living solutions, with a portfolio that includes fiber cement, fiber gypsum, and composite and PVC decking and railing products. Products offered by James Hardie are engineered for beauty, durability, and climate resilience, and include trusted brands like Hardie®, TimberTech®, AZEK® Exteriors, Versatex®, fermacell® and StruXure®. With a global footprint, the James Hardie portfolio is marketed and sold throughout North America, Europe, Australia and New Zealand.
James Hardie Industries plc is incorporated and existing under the laws of Ireland. As an Irish plc, James Hardie is governed by the Irish Companies Act. James Hardie’s principal executive offices are located at 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland.
Forward-Looking Statements
This press release contains forward-looking statements and information within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which are not statements of historical fact, contain estimates, assumptions, projections and/or expectations regarding future events, which may or may not occur. 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. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. Many factors could cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied in this release, including, among others, the risks and uncertainties described in "Risk Factors" in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026; changes in general economic, political, governmental and business conditions globally and in the countries in which the Company does business; changes in interest rates; changes in inflation rates; changes in exchange rates; the level of construction generally; changes in cement demand and prices; changes in raw material and energy prices; changes in business strategy; the ongoing AZEK integration and its anticipated benefits and various other factors. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. Forward-looking statements are based on the Company’s current expectations, estimates and assumptions. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and the Company assumes no obligation to update any forward-looking statements or information except as required by law.
Contacts
Investor and Media Contact
Bill Seymour
V.P. Investor Relations
T: +1 312 856 7460
investors@jameshardie.com
Media Contact
Ed Trissel / Arielle Rothstein
Joele Frank, Wilkinson Brimmer Katcher
+1 212-355-4449