Trex Co SEC Filings

Trex Company, Inc. is asking stockholders to vote at its April 28, 2026 annual meeting at Trex University in Winchester, Virginia. Holders of common stock as of March 6, 2026, when 103,889,031 shares were outstanding, are entitled to one vote per share.

Stockholders will elect four directors to three-year terms ending in 2029, cast a non-binding advisory vote on executive compensation, and vote on ratifying Ernst & Young LLP as independent registered public accounting firm for fiscal 2026. The Board unanimously recommends voting in favor of all three proposals.

The Board is led by non‑executive Chairman and former CEO James Cline with lead independent director Patricia Robinson, and all directors other than the current CEO are NYSE‑independent. The proxy highlights board refreshment, director skills matrices, strong committee structures, and Trex’s sustainability initiatives and recycling-focused business model, as well as a planned CEO transition to Adam Zambanini effective April 28, 2026.

Trex Company, Inc. filed an amended report to furnish the transcript of its February 24, 2026 earnings call, where leaders reviewed 2025 results, a CEO transition and the 2026 outlook. Net sales for 2025 were $1.17 billion, up 2%, while net income declined to $190 million from $238 million. Operating cash flow rose to $358 million, helped by inventory reductions, and the company invested $233 million in its Arkansas facility.

The call highlighted strong double-digit growth in railing, new products such as Trex Refuge™ fire-oriented decking and ongoing benefits expected from the new Arkansas campus. For 2026, Trex projects net sales of $1.185–$1.23 billion and adjusted EBITDA of $315–$340 million, with capital spending of $100–$120 million. The board authorized a $150 million share repurchase program for the first half of 2026, following 2025 buybacks of about 1.5 million shares for $50 million. CEO Bryan Fairbanks plans to retire in late April, with COO Adam Zambanini set to become the next President and CEO.

Trex Company senior vice president Amy M. Fernandez reported multiple equity-related transactions in company common stock. She received a grant or award of 1,910 shares at $41.42 per share, increasing her directly owned holdings to 74,423 shares immediately after that award.

On the same date, an additional 1,083-share adjustment was recorded as another acquisition or disposition categorized as an “other” transaction, reflecting performance-based share vesting outcomes. Separately, 4,496 shares were disposed of at $41.42 per share to satisfy tax obligations by delivering shares, leaving her with 68,844 directly owned shares.

Trex Company executive Jacob T. Rudolph, SVP and CHRO, reported multiple stock transactions involving company common shares. He received a grant or award acquisition of 1,250 shares of common stock at $41.42 per share, increasing his direct holdings at that point to 41,544 shares.

The filing also records a 663-share "other" transaction representing the net difference between target performance-based shares and actual vested shares based on company performance, and identifies a separate block of performance-based restricted units that did not vest because performance conditions were not met. In addition, 2,850 shares were surrendered at $41.42 per share to cover taxes due on previously granted restricted stock units under the company’s 2023 Stock Incentive Plan, leaving Rudolph with 38,031 directly owned shares after these transactions.

Trex Company President and CEO Bryan Horix Fairbanks reported multiple equity-compensation-related transactions in common stock. He acquired 9,609 shares at $41.42 per share as a grant or award and recorded a 5,678-share adjustment tied to performance-based awards. He also surrendered 23,127 shares, as allowed under the 2023 Stock Incentive Plan, to cover taxes due on previously granted restricted stock units, leaving 167,044 shares held directly.

Trex Company Executive Vice President and Chief Operating Officer Adam Dante Zambanini reported multiple equity-related stock transactions. He received a grant or award of 3,623 shares of common stock at $41.42 per share. An additional 1,928-share adjustment reflects the net difference between target and actual performance-based vesting. He also surrendered 8,271 shares at $41.42 per share to cover taxes due on previously granted restricted stock units under Trex's 2023 Stock Incentive Plan, leaving him with 234,514 directly held shares.

Trex Company director Andrew B. Rose reported open-market purchases of 12,380 shares of Trex common stock. The transactions occurred on March 2, 2026 and March 3, 2026, at weighted average prices of approximately $40.14, $40.26 and $40.74 per share.

Each reported price reflects a weighted average for multiple trades within narrow ranges. The filing notes that detailed trade-by-trade pricing within the disclosed ranges is available upon request to the company, its security holders, or the SEC staff.

Trex Company, Inc. entered into a $100 million accelerated share repurchase agreement with Wells Fargo Bank to buy back its common stock. Trex prepaid the full amount on February 27, 2026 and initially received about 1.9 million shares, valued at roughly 80% of the prepayment based on the February 26, 2026 closing price.

The final number of shares repurchased will be set using the volume-weighted average price of the stock during a calculation period from February 27, 2026 to May 21, 2026, less a negotiated discount and subject to customary adjustments. Depending on the final price, Wells Fargo will either deliver additional shares to Trex or receive cash or shares from Trex at the company’s election. Trex funded the prepayment with borrowings under its line of credit, and the program is structured to comply with Rule 10b5-1(c) and Rule 10b-18 under the Exchange Act.