Jonathan Skelly - Jul 1, 2025 Form 4 Insider Report for AZEK Co Inc. (AZEK)

Role: Pres. Res. & Comm.
Signature: /s/ Morgan Walbridge, as Attorney-in-Fact for Jonathan Skelly
Stock symbol: AZEK
Transactions as of: Jul 1, 2025
Transactions value $: $0
Form type: 4
Date filed: 7/2/2025, 06:30 AM
Previous filing: Jun 24, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Skelly Jonathan	Pres. Res. & Comm.	1330 W. FULTON ST., SUITE 350, CHICAGO	/s/ Morgan Walbridge, as Attorney-in-Fact for Jonathan Skelly	2025-07-02	0001814380

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AZEK	Class A Common Stock	Disposed to Issuer		-194K	-100%		0	Jul 1, 2025	Direct	F1, F2, F3

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	Performance-Based Restricted Stock Units	Disposed to Issuer		-75.4K	-100%		0	Jul 1, 2025	Common Stock	75.4K		Direct	F1, F4, F5
transaction	AZEK	Non-qualified stock options (right-to-buy)	Disposed to Issuer		-165K	-100%		0	Jul 1, 2025	Common Stock	165K	$23.00	Direct	F1, F6, F7
transaction	AZEK	Non-qualified stock options (right-to-buy)	Disposed to Issuer		-7.97K	-100%		0	Jul 1, 2025	Common Stock	7.97K	$34.27	Direct	F1, F6, F7
transaction	AZEK	Non-qualified stock options (right-to-buy)	Disposed to Issuer		-6.05K	-100%		0	Jul 1, 2025	Common Stock	6.05K	$41.21	Direct	F1, F6, F7
transaction	AZEK	Non-qualified stock options (right-to-buy)	Disposed to Issuer		-2.49K	-100%		0	Jul 1, 2025	Common Stock	2.49K	$17.39	Direct	F1, F6, F7
transaction	AZEK	Non-qualified stock options (right-to-buy)	Disposed to Issuer		-24.4K	-100%		0	Jul 1, 2025	Common Stock	24.4K	$20.18	Direct	F1, F6, F7
transaction	AZEK	Non-qualified stock options (right-to-buy)	Disposed to Issuer		-15.3K	-100%		0	Jul 1, 2025	Common Stock	15.3K	$38.15	Direct	F1, F6, F7
transaction	AZEK	Non-qualified stock options (right-to-buy)	Disposed to Issuer		-9.44K	-100%		0	Jul 1, 2025	Common Stock	9.44K	$53.51	Direct	F1, F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jonathan Skelly 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 assumed by JHX and converted into (A) a time-based restricted stock unit award of JHX covering a number of JHX ordinary shares (rounded to the nearest whole number of shares) equal to the product obtained by multiplying (1) the number of shares of Company Common Stock (as defined in the Merger Agreement) subject to the Company RSU Award by (2) the Exchange Ratio and (B) a cash award having a value equal to the product obtained by multiplying (1) the number of shares of Company Common Stock subject to the Company RSU Award by (2) the Cash Consideration. Each time-based restricted stock unit award of JHX and each cash award is subject to the same terms and conditions as were applicable to the Company RSU Award immediately prior to the Effective Time, including the vesting schedule.
F4	Upon the Effective Time, each then-outstanding Company PSU Award was assumed by JHX and converted into (A) a time-based restricted stock unit award of JHX covering a number of JHX ordinary shares (rounded to the nearest whole number of shares) equal to the product obtained by multiplying (1) the number of shares of Company Common Stock subject to the Company PSU Award by (2) the Exchange Ratio and (B) a cash award having a value equal to the product obtained by multiplying (1) the number of shares of Company Common Stock subject to the Company PSU Award by (2) the Cash Consideration. For purposes of the foregoing calculations, the number of shares of Company Common Stock subject to the Company PSU Award was determined based on (i) for fiscal years 2024 and 2025, actual performance and (ii) for fiscal years 2026 and 2027, target performance.
F5	(Continued from footnote 4) Each time-based restricted stock unit award of JHX and each cash award is subject to the same terms and conditions as were applicable to such Company PSU Award immediately prior to the Effective Time, including the vesting schedule (except that the performance-based vesting conditions do not apply from and after the Effective Time).
F6	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.
F7	(Continued from footnote 6) 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.