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

Role
Director
Signature
/s/ Morgan Walbridge, as Attorney-in-Fact for Gary Hendrickson
Issuer symbol
AZEK
Transactions as of
01 Jul 2025
Net transactions value
$0
Form type
4
Filing time
02 Jul 2025, 06:30:27 UTC
Previous filing
05 Jun 2025
Next filing
02 Oct 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Hendrickson Gary E Director 1330 W. FULTON ST., SUITE 350, CHICAGO /s/ Morgan Walbridge, as Attorney-in-Fact for Gary Hendrickson 02 Jul 2025 0001331749

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AZEK Class A Common Stock Disposed to Issuer -214,105 -100% 0 01 Jul 2025 Direct F1, F2, F3
transaction AZEK Class A Common Stock Disposed to Issuer -140,892 -100% 0 01 Jul 2025 By Trust F1, F2
transaction AZEK Class A Common Stock Disposed to Issuer -21,356 -100% 0 01 Jul 2025 Direct F1, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AZEK Non-qualified stock options (right-to-buy) Disposed to Issuer -564,439 -100% 0 01 Jul 2025 Common Stock 564,439 $23.00 Direct F1, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gary E. Hendrickson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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.
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.
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.
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.
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.
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.