Gary E. Hendrickson - 01 Jul 2025 Form 4 Insider Report for AZEK Co Inc. (AZEK)

Reporting relationship: Director
Issuer ticker: AZEK
Reported as of: 01 Jul 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 02 Jul 2025, 06:30:27 UTC
Prior SEC filing: 05 Jun 2025
Next SEC filing: 02 Oct 2025
Source filing: View source filing
Reporting owner signature: /s/ Morgan Walbridge, as Attorney-in-Fact for Gary Hendrickson

Key filing fact

Gary E. Hendrickson filed Form 4 for AZEK Co Inc. (AZEK) on 02 Jul 2025.

Key facts

This page summarizes Gary E. Hendrickson's Form 4 filing for AZEK Co Inc. (AZEK).
4 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 02 Jul 2025, 06:30.

Change

Previous filing in this sequence was filed on 05 Jun 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001331749 Primary reporting owner

Hendrickson Gary E

Relationship: Director
Address: 1330 W. FULTON ST., SUITE 350, CHICAGO
Signature: /s/ Morgan Walbridge, as Attorney-in-Fact for Gary Hendrickson
Signature date: 02 Jul 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

AZEK transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares: -214,105
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2025
Ownership: Direct
Footnotes: F1, F2, F3

AZEK transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares: -140,892
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2025
Ownership: By Trust
Footnotes: F1, F2

AZEK transaction

Class A Common Stock

Disposed to Issuer

Transaction value
Shares: -21,356
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2025
Ownership: Direct
Footnotes: F1, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

AZEK transaction Derivative

Non-qualified stock options (right-to-buy)

Disposed to Issuer

Transaction value
Shares: -564,439
Change %: -100%
Price
Shares after: 0
Date: 01 Jul 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 564,439
Exercise price: $23.00
Footnotes: F1, F5, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Gary E. Hendrickson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote F1

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.

Footnote F2

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.

Footnote F3

Upon the Effective Time, each then-outstanding Company RSU Award held by the reporting person was fully vested and canceled in exchange for the right to receive the Merger Consideration.

Footnote F4

In connection with the closing of the merger, the deferred stock units held by the reporting person as of immediately prior to the Effective Time were settled and immediately cancelled in exchange for the Merger Consideration.

Footnote F5

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.

Footnote F6

(Continued from footnote 5) 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.