As filed with the Securities and Exchange Commission on May 5, 2025

 

Dear Fellow AZEK Stockholder:

On March 23, 2025, The AZEK Company Inc. (“AZEK”), James Hardie Industries plc (“James Hardie”), and Juno Merger Sub Inc., an indirect wholly owned subsidiary of James Hardie (“Merger Sub”), entered into an Agreement and Plan of Merger, as amended by Amendment No. 1 thereto, dated May 4, 2025, that provides for, among other things, the acquisition of AZEK by James Hardie. Subject to approval by AZEK stockholders and the satisfaction or (to the extent permitted by law) waiver of certain other closing conditions, James Hardie will acquire AZEK through the merger of Merger Sub with and into AZEK (the “merger”), with AZEK surviving the merger as an indirect wholly owned subsidiary of James Hardie.

If the merger is completed, each share of AZEK class A common stock, par value $0.001 per share (“AZEK common stock”) issued and outstanding immediately prior to the completion of the merger (other than shares held (i) by AZEK as treasury stock or directly by James Hardie or Merger Sub and (ii) by a holder who has properly exercised and perfected (and not effectively withdrawn or lost) such holder’s demand for appraisal rights under the General Corporation Law of the State of Delaware, the shares referred to in (i)–(-ii) collectively, the “excluded shares”) will be converted into the right to receive $26.45 in cash, without interest, and 1.0340 ordinary shares of James Hardie, par value €0.59 per share (“James Hardie ordinary shares”) and, if applicable, cash in lieu of any fractional James Hardie ordinary share.

James Hardie CHESS Units of Foreign Securities (“CUFS”) are listed on the Australian Stock Exchange under the symbol “JHX,” and James Hardie American Depositary Shares (“ADSs”) are listed on the New York Stock Exchange under the symbol “JHX.” The James Hardie ordinary shares issued in connection with the merger will be listed on the New York Stock Exchange under the symbol “JHX.” AZEK common stock is listed on the New York Stock Exchange under the symbol “AZEK.” We urge you to obtain current market quotations for the shares of AZEK common stock and James Hardie ordinary shares.

AZEK is holding a special meeting of its stockholders (the “special meeting”), at which, among other business, AZEK will ask its stockholders to approve the adoption of the merger agreement. Information about this meeting, the merger and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus. Any stockholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of AZEK common stock. We urge you to read this proxy statement/prospectus and the annexes and documents contained herein or incorporated by reference carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page 21.

Your vote is very important regardless of the number of shares of AZEK common stock that you own. The merger cannot be completed without the adoption of the merger agreement by the affirmative vote of holders of a majority of the shares of AZEK common stock outstanding and entitled to vote at the special meeting. A failure to vote your shares, or to provide instructions to your broker, bank or nominee as to how to vote your shares, is the equivalent of a vote “AGAINST” the proposal to adopt the merger agreement.

Whether or not you plan to attend the special meeting of stockholders, please submit your proxy as soon as possible to make sure that your shares are represented at the special meeting.

On behalf of the board of directors of AZEK, I thank you for your support and appreciate your consideration of these matters.

Sincerely,

 

Jesse Singh

Chief Executive Officer, President and Director

The AZEK Company Inc.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This document does not constitute a prospectus within the meaning of section 1348 of the Companies Act 2014 of Ireland (as amended) (the “Companies Act 2014”) or Article 3 of the Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”), nor a comprehensive update of information relating to the James Hardie Industries plc group. No offer of securities of James Hardie Industries plc to the public is made, or will be made, that requires the publication of a prospectus pursuant to Irish prospectus law (within the meaning of section 1348 of the Companies Act 2014) in general, or in particular pursuant to the Prospectus Regulation, the European Union (Prospectus) Regulations 2019 of Ireland (S.I. No. 380/2019), or the Central Bank (Investment Market Conduct) Rules (S.I. No. 366 of 2019). This document has not been approved or reviewed by or registered with the Central Bank of Ireland for the purposes of the Prospectus Regulation.

This proxy statement/prospectus is dated [  ], 2025 and, together with the enclosed form of proxy card, is first being mailed to AZEK stockholders on or about [  ], 2025.

 

To the Stockholders of The AZEK Company Inc.:

We are pleased to invite you to attend the special meeting (the “special meeting”) of stockholders of The AZEK Company Inc. (“AZEK”), which will be held virtually, via live audio webcast at www.virtualshareholdermeeting.com/[  ] on [  ], at [  ] a.m. (Central Time) for the following purposes:

AZEK will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof by or at the direction of the AZEK board of directors, which is referred to as the AZEK Board. Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the special meeting.

The AZEK Board has fixed the close of business on [  ], 2025 as the record date for the special meeting. Only AZEK stockholders of record at that time are entitled to receive notice of, and to vote at, the special meeting or any adjournment or postponement thereof.

Completion of the merger is conditioned upon, among other things, adoption of the merger agreement by the AZEK stockholders, which requires the affirmative vote of holders of a majority of the shares of AZEK common stock outstanding and entitled to vote at the special meeting.

The AZEK Board has unanimously approved the merger agreement and the transactions contemplated by the merger agreement, determined that the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of AZEK and its stockholders and directed that the adoption of the merger agreement be submitted to a vote of AZEK’s stockholders at the special meeting. The AZEK Board unanimously recommends that AZEK stockholders vote:

Your vote is very important regardless of the number of shares of common stock that you own. A failure to vote your shares, or to provide instructions to your broker, bank or other nominee as to how to vote your shares, is the equivalent of a vote “AGAINST” the merger proposal. Whether or not you expect to attend the special meeting, to ensure your representation at the special meeting, we urge you to submit a proxy to vote your shares as promptly as possible. After reading the proxy statement/prospectus, please vote at your earliest convenience by voting over the Internet using the Internet address on the proxy card or by voting by telephone using the toll-free number on the proxy card. You may alternatively vote by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the special meeting.

If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished by such broker, bank or other nominee.

The AZEK special meeting will be held virtually and you will be able to attend the meeting and vote via the Internet at www.virtualshareholdermeeting.com/[  ] by using the 16-digit control number included in your proxy materials. You will not be able to attend the special meeting in person.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the merger, the merger agreement and the other matters to be considered at the special meeting. A summary of the merger agreement is included in the proxy statement/prospectus in the sections entitled “The Merger” and “The Merger Agreement,” and a copy of the merger agreement as amended through the date hereof is attached as Annex A to the proxy statement/prospectus, each of which are incorporated by reference into this notice to the same extent as if fully set forth herein. We urge you to read this proxy statement/prospectus and its annexes carefully and in their entirety, including the section of the proxy statement/prospectus entitled “Risk Factors” for a discussion of risks relating to the merger and the combined company following the merger.

If you have any questions concerning the merger or the accompanying proxy statement/prospectus or need help voting your shares of AZEK common stock, please contact Innisfree M&A Incorporated (“Innisfree”), our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders may call toll-free: (888) 750-5835

Banks and brokers may call collect: (212) 750-5833

This proxy statement/prospectus incorporates by reference important business and financial information about James Hardie and AZEK from other documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents contained in, incorporated by reference into and included as annexes to this proxy statement/prospectus, see “Where You Can Find More Information.” This information is available for you free of charge to review through the website of the Securities and Exchange Commission at www.sec.gov.

You can obtain any of the documents contained in, incorporated by reference into and included as annexes to this proxy statement/prospectus, without charge, by requesting them in writing or by telephone as follows:

For information related to AZEK:

 

The AZEK Company Inc.

1330 W. Fulton St., Suite 350

Chicago, Illinois 60607

Attention: Corporate Secretary

(312) 809-1093

 

or

 

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders may call toll-free: (888) 750-5835

Banks and brokers may call collect: (212) 750-5833

 

For information related to James Hardie:

James Hardie Industries plc

Level 17, 60 Castlereagh Street

Sydney NSW 2000

Attention: Investor Relations

+61 13 11 03

To receive timely delivery of the documents in advance of the special meeting, you should make your request no later than [ ], 2025, which is five business days before the special meeting.

In addition, you may obtain copies of documents filed by James Hardie with the SEC on James Hardie’s website at ir.jameshardie.com.au. You may also obtain copies of documents filed by AZEK with the SEC on AZEK’s website at investors.azekco.com.

We are not incorporating the contents of the websites of the SEC, James Hardie, AZEK, or any other entity into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the SEC by James Hardie (File No. 333-[ ]), constitutes a prospectus of James Hardie under Section 5 of the Securities Act of 1933, as amended, which is referred to as the Securities Act, with respect to the ordinary shares, par value €0.59 per share, of James Hardie to be issued to AZEK stockholders pursuant to the merger agreement. This document also constitutes a proxy statement of AZEK under Section 14(a) of the Securities Exchange Act of 1934, as amended, which is referred to as the Exchange Act. It also constitutes a notice of meeting with respect to the AZEK stockholders’ meeting, at which AZEK stockholders will be asked to consider and vote upon the proposal to adopt the merger agreement and certain other proposals.

All references in this proxy statement/prospectus to James Hardie refer to James Hardie Industries plc, an Irish public limited company, and/or its consolidated subsidiaries, unless the context requires otherwise. All references in this proxy statement/prospectus to AZEK refer to The AZEK Company Inc., a Delaware corporation, and/or its consolidated subsidiaries, unless the context requires otherwise. All references in this proxy statement/prospectus to Merger Sub refer to Juno Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of James Hardie, unless the context requires otherwise.

James Hardie has supplied all information contained in or incorporated by reference into this proxy statement/prospectus relating to James Hardie and Merger Sub, and AZEK has supplied all such information relating to AZEK.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. James Hardie and AZEK have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth above on the cover page of this proxy statement/prospectus, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to AZEK stockholders nor the issuance by James Hardie of ordinary shares pursuant to the merger agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

This document does not constitute a prospectus within the meaning of section 1348 of the Companies Act 2014 of Ireland (as amended) (the “Companies Act 2014”) or Article 3 of the Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”), nor a comprehensive update of information relating to the James Hardie Industries plc group. No offer of securities of James Hardie Industries plc to the public is made, or will be made, that requires the publication of a prospectus pursuant to Irish prospectus law (within the meaning of section 1348 of the Companies Act 2014) in general, or in particular pursuant to the Prospectus Regulation, the European Union (Prospectus) Regulations 2019 of Ireland (S.I. No. 380/2019), or the Central Bank (Investment Market Conduct) Rules (S.I. No. 366 of 2019). This document has not been approved or reviewed by or registered with the Central Bank of Ireland for the purposes of the Prospectus Regulation.

This document does not constitute investment advice or the provision of investment services within the meaning of the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017) (as amended) of Ireland or otherwise. James Hardie Industries plc is not an authorized investment firm within the meaning of the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017) (as amended) of Ireland, and the recipients of this document should seek independent legal and financial advice in determining their actions in respect of or pursuant to this document.

The following questions and answers briefly address some commonly asked questions about the merger, the merger agreement and the special meeting. They may not include all the information that is important to AZEK stockholders. Stockholders should carefully read this entire proxy statement/prospectus, including the annexes and the other documents contained or incorporated by reference herein.

The merger cannot be completed unless AZEK stockholders adopt the merger agreement. Information about the special meeting, the merger, the merger agreement and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus.

This proxy statement/prospectus constitutes both a proxy statement of AZEK and a prospectus of James Hardie. It is a proxy statement because the AZEK Board is soliciting proxies from its stockholders. It is a prospectus because James Hardie will issue ordinary shares in exchange for outstanding shares of AZEK common stock in the merger. This proxy statement/prospectus includes important information about the merger, the merger agreement and the special meeting. AZEK stockholders should read this information carefully and in its entirety. The enclosed voting materials allow AZEK stockholders to vote their shares by proxy without attending the special meeting.

Approval of the merger proposal by AZEK stockholders is required for completion of the merger.

For a more complete description of sources of funding for the merger and related costs, see “The Merger—Financing of the Merger and Treatment of Existing Debt.”

For more details, see “The Merger Agreement—Merger Consideration.”

connection with the merger, the absence of an injunction or law prohibiting the merger, the accuracy of the representations and warranties of the parties under the merger agreement (subject to the materiality standards set forth in the merger agreement), the absence of a “material adverse effect” on the other party, the performance by the parties of their respective covenants and obligations under the merger agreement in all material respects and the delivery of officer certificates by the parties certifying satisfaction of certain of the conditions described above.

The parties expect to complete the merger after all of the conditions to the merger in the merger agreement are satisfied or waived, including after AZEK receives stockholder approval of the merger proposal at the special meeting and after the expiration or termination of the applicable waiting period under the HSR Act. For a more complete description of the conditions to the merger, see “The Merger Agreement—Conditions to the Merger.”

For more information about the post-closing governance of the combined company, see “The Merger—Governance of the Combined Company.”

The merger-related compensation proposal: The affirmative vote of holders of a majority of the shares of AZEK common stock represented at the special meeting and entitled to vote on the proposal, assuming a quorum, is required to approve the merger-related compensation proposal. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either AZEK or James Hardie. Any abstention will have the same effect as a vote “AGAINST” the merger-related compensation proposal. Any broker non-vote and any other failure to be represented at the special meeting will have no effect on the outcome of the merger-related compensation proposal.

The adjournment proposal: The affirmative vote of holders of a majority of the shares of AZEK common stock represented at the special meeting and entitled to vote on the proposal, regardless of whether a quorum is present, is required to approve the adjournment proposal. Any abstention will have the same effect as a vote “AGAINST” the adjournment proposal. Any broker non-vote and any other failure to be represented at the special meeting will have no effect on the outcome of the adjournment proposal.

Each AZEK stockholder is entitled to one vote for each share of AZEK common stock held of record as of the record date.

As of the close of business on the record date, there were [ ] shares of AZEK common stock outstanding. As summarized below, there are some important distinctions between shares held of record and those owned beneficially in street name. Attendance at the special meeting is not required to vote. See the section entitled “The Special Meeting—Voting of Proxies by Holders of Record” for instructions on how to vote your shares without attending the special meeting.

the merger will be completed even if the merger-related compensation proposal is not approved. If the merger proposal is approved and the merger is completed, the merger-related compensation will be payable to AZEK’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the merger-related compensation proposal.

Please do not submit your stock certificates at this time. If the merger is completed, you will receive instructions for surrendering your stock certificates in exchange for James Hardie ordinary shares from the exchange agent.

If you are a stockholder of record, you may also cast your vote at the special meeting.

If your shares are held in “street name,” through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the meeting will need to obtain a “legal proxy” form from their broker, bank or other nominee.

Brokers who hold shares in street name for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the special meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are a beneficial owner of AZEK common stock and you do not instruct your broker, bank or other nominee on how to vote your shares:

If your shares are held in an account at a broker, bank or other nominee and you have delivered your voting instruction card or otherwise given instruction on how to vote your shares to your broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote.

In certain circumstances, a holder of AZEK common stock could be treated as receiving a dividend in an amount up to the sum of the fair market value of the James Hardie ordinary shares and the amount of cash received by such holder in the merger. As a result of the possibility of such deemed dividend treatment, a non-U.S. holder (as defined in “The Merger—U.S. Federal Income and Irish Tax Considerations—U.S. Federal Income Tax Considerations”) of AZEK common stock may be subject to U.S. withholding tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the sum of the fair market value of the James Hardie ordinary shares and the amount of cash received in the merger.

For a more complete description of the U.S. federal income tax consequences of the merger, see “The Merger—U.S. Federal Income and Irish Tax Considerations—U.S. Federal Income Tax Considerations.”

This proxy statement/prospectus contains a discussion of certain U.S. federal income and Irish tax consequences of the merger. This discussion does not address any other non-U.S. tax consequences, nor does it pertain to state or local income or other tax consequences. You should consult your tax advisors regarding the particular U.S. federal income and Irish tax consequences of the merger to you in light of your particular circumstances, as well as the particular tax consequences to you of the merger under any state, local or other non-U.S. income or other tax laws.

At the effective time, each then-outstanding time-based restricted stock unit award relating to shares of AZEK common stock (“AZEK RSU Award,” which, for purposes of describing the treatment of stock-based awards in the merger, includes each deferred restricted stock unit relating to shares of AZEK common stock, or “AZEK DSU Award”) that was granted to a non-employee director of AZEK will become fully vested and will be canceled in exchange for the right to receive the merger consideration in respect of each share of AZEK common stock subject to such AZEK RSU Award, less applicable tax withholdings.

At the effective time, each then-outstanding AZEK RSU Award, other than those held by any non-employee directors, will be assumed by James Hardie and converted into (A) a time-based restricted stock unit award of James Hardie (“James Hardie RSU Award”) covering a number of James Hardie ordinary shares (rounded to the nearest whole number of shares) equal to the product obtained by multiplying (1) the number of shares of AZEK common stock subject to the AZEK RSU Award by (2) the exchange ratio and (B) a cash award (“James Hardie Cash Award”) having a value equal to the product obtained by multiplying (1) the number of shares of AZEK common stock subject to the AZEK RSU Award by (2) the cash consideration. Each James Hardie RSU Award and each James Hardie Cash Award will be subject to the same terms and conditions as were applicable to such award immediately prior to the effective time, including the vesting schedule applicable to the corresponding AZEK RSU Award.

At the effective time, each then-outstanding performance-based restricted stock unit award relating to shares of AZEK common stock (“AZEK PSU Award”) will be assumed by James Hardie and converted into (A) a James Hardie RSU Award covering a number of James Hardie ordinary shares (rounded to the nearest whole number of shares) equal to the product obtained by multiplying (1) the number of shares of AZEK common stock subject to the AZEK PSU Award by (2) the exchange ratio and (B) a James Hardie Cash Award having a value equal to the product obtained by multiplying (1) the number of shares of AZEK common stock subject to the AZEK PSU Award by (2) the cash consideration. Each James Hardie RSU Award and each James Hardie Cash Award will be subject to the same terms and conditions as were applicable to such award immediately prior to the effective time, including the vesting schedule applicable to the corresponding AZEK PSU Award, but will not be subject to any performance conditions following the closing. For purposes of the foregoing calculations, the number of shares of AZEK common stock subject to the AZEK PSU Award shall be determined based on (i) for fiscal years 2024 and 2025, actual performance, (ii) for fiscal year 2026, if the performance period is more than half-complete at the time of closing, the greater of target and actual performance; otherwise, at target performance, and (iii) for fiscal year 2027, target performance.

At the effective time, each then-outstanding option to purchase AZEK common stock (“AZEK Stock Option”) that was granted to a former AZEK employee or a non-employee director of AZEK other than Jesse Singh, Gary Hendrickson or Howard Heckes (each, a “Settled AZEK Stock Option”) will be canceled in exchange for the right to receive an amount in cash equal to the value of the merger consideration, less the exercise price and applicable tax withholdings.

At the effective time, each then-outstanding AZEK Stock Option, other than any Settled AZEK Stock Option, will be assumed by James Hardie and converted into an option to purchase a number of James Hardie ordinary shares (rounded down to the nearest whole number of shares) (“James Hardie Share Option”) equal to the product of (A) the number of shares of AZEK common stock subject to such AZEK Stock Option multiplied by (B) the equity award exchange ratio, which James Hardie Share Option shall have an exercise price per James Hardie ordinary share equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of AZEK common stock subject to such AZEK Stock Option by (B) the equity award exchange ratio. Each James Hardie Share Option will be subject to the same terms and conditions as were applicable to such award immediately prior to the effective time, including the vesting schedule applicable to the corresponding AZEK Stock Option.

Technical support will be ready to assist you with any individual technical difficulties you may have accessing the virtual meeting website. Contact information for technical support will appear on the virtual meeting login page prior to the start of the special meeting.

AZEK common stock is currently listed on the NYSE under the trading symbol “AZEK.” James Hardie CUFS are currently listed on the ASX under the symbol “JHX,” and James Hardie ADSs are listed on the NYSE under the symbol “JHX.” The following table sets forth the closing price per share of AZEK and James Hardie as reported on the NYSE and ASX, respectively, as of March 21, 2025, the last trading day before the public announcement of the execution of the merger agreement. For current price information, you are urged to consult publicly available sources.

The James Hardie Board suspended the declaration or payment of cash dividends on James Hardie ordinary shares in November 2022, and James Hardie has not declared or paid dividends on James Hardie ordinary shares since July 29, 2022, when it paid a dividend of $0.30 per share. James Hardie last paid a dividend of $0.30 per share on July 29, 2022. The terms of the merger agreement limit James Hardie’s ability to declare or pay dividends prior to the closing.

The AZEK Board has never declared or paid any dividends on shares of AZEK common stock. The terms of the merger agreement limit AZEK’s ability to declare or pay dividends prior to the closing.

This proxy statement/prospectus contains statements, including statements regarding the merger, that are not statements of historical or present fact, which constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Rule 175 promulgated thereunder, and Section 21E of the Exchange Act and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include statements about the anticipated benefits of the merger, including estimated synergies, and the expected timing of completion of the merger; statements about James Hardie’s future performance; statements regarding James Hardie’s plans, objectives or goals and other statements that are not historical facts. Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “trend,” “forecast,” “guideline,” “aim,” “objective,” “will,” “should,” “could,” “likely,” “continue,” “may,” “objective,” “outlook” and similar expressions may identify forward-looking statements but are not the exclusive means of identifying such statements. Investors are cautioned not to place undue reliance on forward-looking statements.

Forward-looking statements of James Hardie and AZEK, respectively, are based on the current expectations, estimates and assumptions of James Hardie and AZEK, respectively, and, because forward-looking statements address future results, events and conditions, they, by their very nature, involve inherent risks and uncertainties, many of which are unforeseeable and beyond the control of James Hardie or AZEK. Such known and unknown risks, uncertainties and other factors may cause actual results, performance or other achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by forward-looking statements. These factors, in addition to factors previously disclosed in James Hardie’s and AZEK’s reports filed with the SEC, include risks and uncertainties relating to the merger, including, but not limited to:

There can be no assurance that the merger will in fact be consummated in the manner described or at all. These factors are not necessarily all of the factors that could cause James Hardie’s, AZEK’s or the combined company’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, could also harm James Hardie’s, AZEK’s or the combined company’s results.

The foregoing discussion of risks and uncertainties is not exhaustive; other risks and uncertainties may cause actual results to differ materially from those referenced in any forward-looking statements. All forward-looking statements attributable to James Hardie, AZEK or the combined company, or persons acting on James Hardie’s or AZEK’s behalf, are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements in this proxy statement/prospectus speak only as of the date of this proxy statement/prospectus and are statements of then-current expectations concerning future results, events and conditions. Neither James Hardie nor AZEK assumes any obligation to update any forward-looking statements or information except as required by law. If James Hardie or AZEK updates one or more forward-looking statements, no inference should be drawn that James Hardie or AZEK will make additional updates with respect to those or other forward-looking statements. Further information regarding James Hardie, AZEK and factors that could affect the forward-looking statements contained herein can be found in James Hardie’s Annual Report on Form 20-F for the fiscal year ended March 31, 2024, and in its other documents filed or furnished with the SEC, and in AZEK’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, and in its other documents filed or furnished with the SEC and in the “Risk Factors” section of this proxy statement/prospectus.

In addition to the other information included in, incorporated by reference into and included as annexes to this proxy statement/prospectus, including, among other things, the matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” AZEK stockholders should carefully consider the following risk factors before deciding whether to vote in favor of the merger proposal. In addition, you should read and consider the risks associated with each of the businesses of James Hardie and AZEK because these risks will relate to the combined company following the completion of the merger. Descriptions of some of these risks can be found in (i) the James Hardie Annual Report on Form 20-F for the fiscal year ended March 31, 2024 and in James Hardie’s other documents filed or furnished with the SEC and incorporated by reference into this proxy statement/prospectus and (ii) in the AZEK Annual Report on Form 10-K for the fiscal year ended September 30, 2024, as such risks may be updated or supplemented in AZEK’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, all of which are filed with the SEC and included as annexes to this proxy statement/prospectus. You should also consider the other information in this document and the other information included in, incorporated by reference to and included as annexes to this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.”

The completion of the merger is subject to a number of conditions, including, among other things, receipt of the stockholder approval and receipt of the required regulatory approval, which make the completion and timing of the completion of the merger uncertain. See the section entitled “The Merger Agreement—Conditions to the Merger” for a more detailed discussion. The failure to satisfy all of the required conditions could delay the completion of the merger for a significant period of time or prevent it from occurring at all. Any delay in completing the merger could cause James Hardie not to realize some or all of the benefits, or realize them on a different timeline than expected, that James Hardie expects to achieve if the merger is successfully completed within the expected timeframe. There can be no assurance that the conditions to the closing of the merger will be satisfied or waived or that the merger will be completed. Also, subject to limited exceptions, either James Hardie or AZEK may terminate the merger agreement if the merger has not been completed by 5:00 p.m. (Chicago time) on March 23, 2026 (subject to extension through June 23, 2026 in accordance with the merger agreement, the “termination date”).

If the merger is not completed, AZEK’s business may be materially adversely affected and, without realizing any of the benefits of having completed the merger, AZEK will be subject to a number of risks, including the following:

In addition, if the merger is not completed, AZEK could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against AZEK to perform its obligations under the merger agreement. Any of these risks could materially and adversely impact AZEK’s ongoing business, financial condition, financial results and stock price.

Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the merger and could materially and adversely impact James Hardie’s ongoing business, financial condition, financial results and stock price following the completion of the merger.

If the merger has not been completed by 5:00 p.m., Chicago time, on the termination date, either James Hardie or AZEK may have the right to terminate the merger agreement. However, this right to terminate the merger agreement shall not be available to a party whose material breach of any of its obligations under the merger agreement is the principal cause of or principally resulted in the failure of the closing of the merger to have occurred by such time. James Hardie or AZEK may elect to terminate the merger agreement in certain other circumstances, including if the AZEK stockholders fail to approve the merger proposal at the special meeting, and James Hardie and AZEK can mutually decide to terminate the merger agreement at any time prior to the completion of the merger, before or after the required AZEK stockholder approval. For more information, see the sections of this proxy statement/prospectus entitled “The Merger Agreement—Conditions to the Merger” and “The Merger Agreement—Termination.”

AZEK has contracts with customers, suppliers, vendors, distributors, landlords, lenders, licensors and other business partners, which will or may require AZEK to obtain consents from these other parties in connection with the merger. If these consents cannot be obtained, the counterparties to these contracts may have the ability to terminate, reduce the scope of or otherwise seek to vary the terms of their relationships or the terms of such contracts with AZEK in anticipation of the merger, or with James Hardie following consummation of the merger. The pursuit of such rights may result in AZEK, or, following consummation of the merger, the combined company suffering a loss of potential future revenue, incurring liabilities in connection with breaches of agreements or losing rights that are material to their respective businesses. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the merger. The material adverse effect of such disruptions could also be exacerbated by a delay in the closing.

The opinion rendered by Goldman Sachs to the AZEK Board, dated as of March 23, 2025, was based on information available to Goldman Sachs as of the date of such opinion. The opinion does not reflect any changes that may occur or may have occurred after the date on which such opinion was delivered, including changes in the operations and prospects of James Hardie and AZEK, general market and economic conditions and other factors that may be beyond the control of James Hardie and AZEK, and on which Goldman Sachs’s opinion is based, which may significantly alter the value of James Hardie and AZEK or the market price of James Hardie ordinary shares and AZEK common stock by the time of the consummation of the merger. The opinion does not speak as of the closing or as of any date other than the date of such opinion. For a description of the opinion that the AZEK Board received from Goldman Sachs, see the section of this proxy statement/prospectus entitled “The Merger—Opinion of AZEK’s Financial Advisor.”

The merger agreement contains provisions that make it more difficult for AZEK to be acquired by any person other than James Hardie. The merger agreement contains certain provisions that restrict AZEK’s ability to, among other things, initiate, seek, solicit, knowingly facilitate, knowingly encourage, knowingly induce or knowingly take any other action reasonably expected to lead to, or engage in negotiations or discussions relating to, or

approve or recommend, any third-party acquisition proposal. Further, even if the AZEK Board withdraws or qualifies its recommendation with respect to the approval of the merger proposal, unless the merger agreement is terminated in accordance with its terms, AZEK will still be required to submit the merger proposal to a vote at the special meeting. In addition, following receipt by AZEK of any third-party acquisition proposal that constitutes a “superior proposal,” James Hardie will have an opportunity to offer to modify the terms of the merger agreement before the AZEK Board may withdraw or qualify its recommendation with respect to the merger proposal in favor of such superior proposal, as described further under “The Merger Agreement—Covenants and Agreements—Superior Proposal.”

In some circumstances, upon termination of the merger agreement, AZEK would be required to pay the termination amount to James Hardie. For further discussion, see the sections entitled “The Merger Agreement—Termination,” “Effect of Termination” and “Termination Amount.”

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of AZEK or pursuing an alternative transaction from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share value than the value proposed to be received in the merger. In particular, the termination amount, if applicable, would be substantial, and could result in a potential third-party acquiror or merger partner proposing to pay a lower price to the AZEK stockholders than it might otherwise have proposed to pay absent the requirement to pay such amount.

If the merger agreement is terminated and AZEK determines to seek another business combination, AZEK may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger.

Before the merger may be completed, any applicable waiting period (and any extension thereof) under the HSR Act relating to the completion of the merger must have expired or been terminated. In deciding whether to grant the required regulatory authorization or consent, the relevant governmental entities will consider the effect of the merger within their relevant jurisdiction, including the impact on the parties’ respective customers and suppliers. The terms and conditions of the authorizations and consents that are granted, if any, may impose requirements, limitations or costs or place restrictions on the conduct of the combined company’s business or may materially delay the completion of the merger.

Under the merger agreement, James Hardie and AZEK have agreed to use their respective reasonable best efforts to obtain such authorizations and consents and James Hardie has agreed to take any and all steps necessary to avoid or eliminate impediments under any antitrust or certain other laws that may be asserted by any governmental authority so as to enable the completion of the merger as promptly as practicable. However, James Hardie’s obligation to take actions required to obtain authorizations and consents under such laws is subject to limitations, including that James Hardie will not be required to commit to or effect any sale, divestiture or other transfer if such action would require the sale, divestiture or other transfer of any businesses or product lines (i) of AZEK representing, in the aggregate, more than $140 million in fiscal year 2024 net sales or (ii) of James Hardie. For a more detailed description of James Hardie’s and AZEK’s obligations to obtain the required regulatory approval, see the section entitled “The Merger Agreement—Covenants and Agreements—Appropriate Action; Consents; Filings.”

In addition, at any time before or after the completion of the merger, and notwithstanding the termination of applicable waiting periods, the applicable U.S. antitrust authorities or any state attorney general could take such action under the antitrust laws as such party deems necessary or desirable in the public interest. Such action could include, among other things, seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. In addition, in some circumstances, a third party could initiate a private action under antitrust laws challenging, seeking to enjoin, or seeking to impose conditions on the merger. James Hardie and AZEK may not prevail and may incur significant costs in defending or settling any such action. For a more detailed description of the regulatory review process, see the section entitled “The Merger—Regulatory Approval.”

There can be no assurance that the conditions to the completion of the merger set forth in the merger agreement relating to applicable regulatory laws will be satisfied.

Upon the completion of the merger, each share of AZEK common stock issued and outstanding immediately prior to the effective time (other than excluded shares) will be converted into the right to receive $26.45 in cash, without interest, and 1.0340 James Hardie ordinary shares and, if applicable, cash in lieu of any fractional James Hardie ordinary share. The exchange ratio was fixed in the merger agreement and will not be adjusted for changes in the market price of either James Hardie ordinary shares or AZEK common stock between the date of signing of the merger agreement and completion of the merger. As a result, although the number of James Hardie ordinary shares to be issued in connection with the merger is fixed, the market value of the consideration to be received by AZEK stockholders in connection with the merger will fluctuate with the market price of James Hardie ordinary shares, and the difference between the market value of the consideration to be received by AZEK stockholders in connection with the merger and the market value of AZEK common stock will fluctuate with the market prices of James Hardie ordinary shares and AZEK common stock, and neither will be known at the time of the special meeting.

It is impossible to accurately predict what the market price of James Hardie ordinary shares will be at the effective time and, therefore, impossible to accurately predict the market value of the James Hardie ordinary shares to be issued in connection with the merger. The market prices of James Hardie ordinary shares and AZEK common stock have fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate prior to the completion of the merger for a variety of reasons, including, among others, general industry, market and economic conditions, trade restrictions, tariffs or quotas, the demand for James Hardie’s or AZEK’s products, changes in federal, state or local laws and regulations and other regulatory considerations, other changes in or factors relating to James Hardie’s or AZEK’s respective businesses, operations, prospects and results of operations, and market assessments of the likelihood that the merger will be completed, the expected timing of the completion of the merger and the expected benefits of the merger. Many of these factors are beyond James Hardie’s and AZEK’s control and neither James Hardie nor AZEK is permitted to terminate the merger agreement solely because of changes in the market price of either James Hardie ordinary shares or AZEK common stock. In addition, the market price of James Hardie ordinary shares will continue to fluctuate, potentially significantly, following the closing for a number of reasons, including, but not limited to, the reasons described above. See “—The market price of James Hardie’s ordinary shares after the merger is completed may be affected by factors different from those affecting the price of James Hardie ordinary shares or AZEK common stock before the merger is completed.”

In connection with the pendency of the merger, it is possible that some customers, suppliers and other persons with whom James Hardie or AZEK has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with James Hardie or AZEK, as the case may be, as a result of the merger or otherwise, which could negatively affect James Hardie’s or AZEK’s respective revenues, earnings or cash flows, as well as the market price of James Hardie ordinary shares or AZEK common stock, regardless of whether the merger is completed.

Under the terms of the merger agreement, AZEK is subject to certain restrictions on the conduct of its business prior to completing the merger, which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could adversely affect AZEK’s business and operations prior to the closing.

Under the terms of the merger agreement, James Hardie is subject to a more limited set of restrictions on the conduct of its business prior to completing the merger, which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to amend its organizational documents, pay dividends or distributions or repurchase shares of James Hardie common stock. Such limitations could adversely affect James Hardie’s business and operations prior to the closing.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger. For further discussion, see the sections entitled “The Merger Agreement—Covenants and Agreements—Conduct of Business of AZEK” and “Conduct of Business of James Hardie.”

The completion of the merger will trigger change in control and other provisions in certain customer and other agreements to which AZEK is a party. If James Hardie or AZEK is unable to negotiate waivers of those provisions, customers or other counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages or equitable remedies. Even if James Hardie and AZEK are able to negotiate consents or waivers, the customers or other counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to AZEK or the combined company. Any of the foregoing or similar developments may have an adverse impact on the combined company’s business and results of operations following completion of the merger.

James Hardie and AZEK are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. The combined company’s success after the completion of the merger will depend in part upon the ability of the combined company to retain certain key management personnel and employees of James Hardie and AZEK. Prior to completion of the merger, current and prospective employees of James Hardie and AZEK may experience uncertainty about their roles within James Hardie following the closing, which may have an adverse effect on the ability of each of James Hardie and AZEK to attract or retain key management and other key personnel. In addition, no assurance can be given that the combined company will be able to attract or retain key management personnel and other key employees to the same extent that James Hardie and AZEK have previously been able to attract or retain their own employees.

Upon completion of the merger, AZEK stockholders will no longer be stockholders of AZEK, but will instead become shareholders of James Hardie, and their rights as shareholders of James Hardie will be governed by the terms of the James Hardie Constitution and Irish law. The terms of the James Hardie Constitution and applicable Irish law are in some respects materially different than the terms of AZEK’s certificate of incorporation and bylaws and applicable Delaware law, which govern the rights of AZEK stockholders.

For a more complete description of the different rights associated with shares of AZEK common stock and James Hardie ordinary shares, see “Comparison of Shareholder / Stockholder Rights.”

AZEK stockholders presently have the right to vote in the election of the AZEK Board and on other matters affecting AZEK, and James Hardie shareholders presently have the right to vote in the election of the James Hardie Board and on other matters affecting James Hardie. Immediately after the closing, James Hardie shareholders as of immediately prior to the effective time are expected to collectively own approximately 74% of the combined company and AZEK stockholders as of immediately prior to the effective time are expected to collectively own approximately 26% of the combined company, each calculated based on the fully diluted market capitalizations of James Hardie and AZEK as of the date of signing of the merger agreement. As a result, current James Hardie shareholders and current AZEK stockholders will have less influence over the management and policies of the combined company following the closing than they currently have over the management and policies of James Hardie and AZEK, respectively. The exact ownership interests of James Hardie shareholders and AZEK stockholders in the combined company immediately following the merger will depend on the number of James Hardie ordinary shares and the number of shares of AZEK common stock issued and outstanding immediately prior to the effective time.

James Hardie and AZEK have incurred and expect to continue to incur a substantial amount of non-recurring costs associated with negotiating and completing the merger, combining the operations of the two companies and working to achieve synergies, including financial, legal, accounting and consulting advisory fees, employee retention, severance and benefit costs, public relations, proxy solicitation and filing fees and printing and mailing costs. Some of these costs are payable regardless of whether the merger is completed.

The combined company will also incur restructuring and integration costs in connection with the merger. There are processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the merger and the integration of AZEK’s business into the combined company. The elimination of duplicative costs, strategic benefits and additional income, as well as any realization of other efficiencies related to the integration of the businesses, may not offset transaction and integration costs in the near term or at all. While James Hardie and AZEK have assumed that certain expenses would be incurred in connection with the merger and the other transactions contemplated by the merger agreement, there are many factors beyond James Hardie’s and AZEK’s control that could affect the total amount or the timing of such expenses.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information is subject to a number of assumptions, and does not take into account any synergies related to the merger. Further, James Hardie’s actual results and financial position after the merger may differ materially and adversely from the unaudited pro forma condensed combined financial information that is included in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information has been prepared with the expectation, as of the date of this proxy statement/prospectus, that James Hardie will be identified as the acquiror under GAAP and reflects adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed. The final acquisition accounting will be based upon the actual purchase price and the fair value of the assets and liabilities of the party that is determined to be the acquiree under GAAP as of the date of the completion of the merger. In addition, subsequent to the closing date, there will be further refinements of the acquisition accounting as additional information becomes available. Accordingly, the final acquisition accounting may differ materially from the unaudited pro forma condensed combined financial information reflected in this document. For further discussion, see “Unaudited Pro Forma Condensed Combined Financial Information.”

When considering the recommendation of the AZEK Board that AZEK stockholders adopt the merger agreement, the stockholders should be aware that directors and executive officers of AZEK have certain interests in the merger that may be different from, or in addition to, the interests of AZEK stockholders. The AZEK Board was aware of these interests and considered them, among other matters, when it approved the merger agreement and in making its recommendations that the AZEK stockholders approve the merger proposal. Additional interests of the directors and executive officers of AZEK include, but are not limited to, the treatment in the merger of AZEK RSU Awards, AZEK PSU Awards and AZEK Stock Options held by these directors and executive officers, certain severance payments and other benefits that AZEK executive officers are, by reason of their participation in the AZEK Company Inc. Executive Severance Plan (the “AZEK Executive Severance Plan”), entitled to receive upon a qualifying termination of employment following the completion of the merger, certain retention awards payable pursuant to the merger agreement, the continued employment of certain officers with the combined company following the completion of the merger, the designations of each of Jesse Singh, Gary Hendrickson and Howard Heckes as directors of the combined company, and indemnification and insurance for current and former directors and executive officers. See the section entitled “The Merger—Interests of AZEK’s Directors and Executive Officers in the Merger” for a more detailed description of these interests. As a result of these interests, these directors and executive officers of AZEK might be more likely to support and to vote in favor of the proposals described in this proxy statement/prospectus than if they did not have these interests.

AZEK stockholders should consider whether these interests might have influenced these directors and executive officers to recommend adopting the merger agreement and approving the merger.

The success of the merger will depend, in part, on James Hardie’s ability to successfully combine and integrate the businesses of James Hardie and AZEK, which currently operate as independent public companies, and realize the anticipated benefits, including synergies, cost savings, innovation opportunities and operational efficiencies, of the merger, in a manner that does not materially disrupt existing customer, supplier and employee relations nor result in decreased revenues due to losses of, or decreases in orders by, customers. If James Hardie is unable to achieve the anticipated benefits of the merger fully or at all, or takes longer than expected to realize any or all of the anticipated benefits of the merger, the value of James Hardie ordinary shares may be adversely affected.

The integration of the two companies may involve or result in material challenges, including, without limitation:

Many of these factors will be outside of James Hardie’s control, and any one of them could result in delays, increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially adversely affect James Hardie’s financial position, results of operations and cash flows.

Due to legal restrictions, James Hardie and AZEK are currently permitted to conduct only limited planning for the integration of the two companies following the merger and have not yet determined exactly how the businesses and operations of the two companies will be combined after the merger. The integration may result in additional and unforeseen expenses, and the anticipated benefits of the merger may not be realized on a timely basis, if at all.

Following the closing, James Hardie’s business will be significantly larger than either AZEK’s business or James Hardie’s current business. James Hardie’s ability to successfully manage its expanded business following the merger will depend, in part, upon management’s ability to design and implement strategic initiatives that address not only the integration of James Hardie and AZEK but also the increased scale, scope and complexity of the business of the combined company. There can be no assurances that James Hardie will be successful in integrating the businesses or that it will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the merger.

James Hardie has occurred and will incur substantial expenses in connection with the completion of the merger and integration of numerous processes, policies, procedures, operations, technologies and systems of AZEK with those of James Hardie in connection with the merger. The substantial majority of these costs will be

non-recurring expenses related to the merger (including financing of the merger) and facilities and systems consolidation costs. James Hardie may incur additional costs or suffer loss of business under third-party contracts that are terminated or that contain change in control or other provisions that may be triggered by the completion of the merger, or losses of, or decreases in orders by, customers, and may also incur costs to maintain employee morale and to retain key management personnel and employees. James Hardie and AZEK will also incur transaction fees and costs related to formulating integration plans for the combined business, and the execution of these plans may lead to unanticipated costs and delays. Transaction-related expenses could exceed the savings James Hardie expects to achieve from the elimination of duplicative costs and the realization of other efficiencies related to the integration of the James Hardie and AZEK businesses, particularly in the near term and in the event there are material unanticipated expenses. Factors beyond James Hardie’s control could affect the total amount or timing of transaction-related expenses, many of which, by their nature, are difficult to estimate accurately.

In connection with the merger, James Hardie may seek approximately $4.3 billion in additional debt financing. After the closing, James Hardie will have consolidated indebtedness of approximately $4.4 billion. The increased indebtedness of James Hardie after the closing may reduce the flexibility of James Hardie to respond to changing business and economic conditions, require James Hardie to use increased amounts of cash flow to service indebtedness and increase James Hardie’s borrowing costs.

James Hardie also expects that the agreements governing the indebtedness that it will incur will contain covenants that may limit various actions, such as incurrence of additional indebtedness, that James Hardie could pursue. Risks, uncertainties and events beyond James Hardie’s control could affect its ability to comply with the covenants contained in its debt financing agreements. Failure to comply with any of the covenants in its existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. A default would permit lenders to accelerate the maturity of the indebtedness under these agreements. In addition, the limitations imposed by financing agreements on James Hardie’s ability to incur additional indebtedness and to take other actions might impair its ability to obtain other financing on terms acceptable to James Hardie.

Upon completion of the merger, former holders of AZEK common stock will be holders of ordinary shares of James Hardie. As the businesses of James Hardie and AZEK differ, the results of operations of James Hardie as well as the price of James Hardie’s ordinary shares may, after the merger is completed, be affected by factors different from those factors that will have affected AZEK as a stand-alone company. James Hardie will face additional risks and uncertainties that AZEK may currently not be exposed to as a stand-alone company. As a result, the market price of James Hardie’s ordinary shares may fluctuate significantly following completion of the merger. For a discussion of the businesses of James Hardie and AZEK and of some important factors to consider in connection with those businesses, see the documents and information included in, incorporated by reference to and included as annexes to this proxy statement/prospectus. See “Where You Can Find More Information.”

The market price of James Hardie’s ordinary shares may decline as a result of the merger if, among other things, the operational cost savings estimates in connection with the integration of James Hardie’s and AZEK’s businesses are not realized, the transaction costs related to the merger are greater than expected, or the financing related to the merger is on unfavorable terms. The market price also may decline if James Hardie does not achieve the anticipated benefits of the merger as rapidly or to the extent anticipated by financial or industry analysts or market participants or if the effect of the merger on James Hardie’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts or market participants.

In addition, sales of James Hardie ordinary shares after the completion of the merger may cause the market price of James Hardie ordinary shares to decrease. Many AZEK stockholders may decide not to hold, and may promptly sell, the James Hardie ordinary shares they receive in the merger. Some AZEK stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell, in some cases promptly following the merger, the James Hardie ordinary shares that they receive in the merger. Such sales of James Hardie ordinary shares could have the effect of depressing the market price for James Hardie ordinary shares.

Any of these events may make it more difficult for James Hardie to sell equity or equity-related securities, dilute your ownership interest in James Hardie and have an adverse impact on the price of James Hardie ordinary shares.

Changes in trade policies and regulations, including trade restrictions, tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions, by the United States government or other countries’ governments, could require changes to James Hardie’s conduct of business, adversely affect James Hardie’s margins and its relationships with customers, vendors and associates and otherwise adversely affect James Hardie’s business, financial condition and results of operations. Such changes may increase the complexity of compliance with applicable trade regulations and increase the risk that a failure to comply with such regulations would have an adverse effect on James Hardie’s business, financial condition and results of operations.

Recently announced U.S. tariffs, if maintained, and the potential escalation of trade disputes could adversely affect James Hardie’s revenue and expenses. The extent and duration of the tariffs and their impact on general economic conditions and on the business of James Hardie are uncertain and depend on various factors, such as the outcome of any negotiations between the United States government and governments of affected countries, the responses of other countries to actions taken by the United States and any exemptions or exclusions that may be granted. Further, actions taken to adapt to new tariffs or trade restrictions may require James Hardie to modify its operations, which could be time-consuming and expensive.

Trading in James Hardie ordinary shares on the NYSE and James Hardie CUFS on the ASX will take place in different currencies (U.S. dollars on the NYSE and Australian dollars on the ASX) and at different times (resulting from the differences in time zones, trading hours and trading days for the NYSE and the ASX). The trading prices of James Hardie ordinary shares and James Hardie CUFS on these two exchanges may at times differ due to these and other factors. Any decrease in the price of James Hardie ordinary shares on the NYSE could cause a decrease in the trading price of James Hardie CUFS on the ASX and vice versa.

The benefits James Hardie expects from the dual listing on the NYSE and the ASX, including increased liquidity, increased visibility among investors and increased access to investors who may be able to hold listed shares in Australia but not in the United States, and vice versa, may not be realized or, if realized, may not be sustained, and the costs associated with the dual listing may ultimately outweigh the associated benefits.

There is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against James Hardie or James Hardie directors or officers based on the civil liabilities provisions of the U.S. federal or state securities laws or hear actions against James Hardie or those persons based on those laws. The United States and Ireland do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters, and, accordingly, common law rules apply in determining whether a judgment obtained in a U.S. court is enforceable in Ireland. Although there are processes under Irish law for enforcing a judgment of a U.S. court, including by seeking summary judgment in a new action in Ireland, those processes are subject to certain established principles and conditions, and there can be no assurance that an Irish court would enforce a judgment of a U.S. court in this way and thereby impose civil liability on James Hardie or James Hardie directors or officers.

As an Irish company, James Hardie is governed by the Irish Companies Act, which differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company are generally owed to the company only. Shareholders of Irish companies generally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances. Accordingly, holders of our securities may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the United States.

James Hardie is subject to the Irish Takeover Rules, which regulate the conduct of takeovers of, and certain other relevant transactions affecting, Irish public limited companies listed on certain stock exchanges, including the NYSE and the ASX. The Irish Takeover Rules, to which James Hardie is subject, are administered by the Irish Takeover Panel, which has supervisory jurisdiction over such transactions. Among other matters, the Irish Takeover Rules operate to ensure that no offer is frustrated or unfairly prejudiced and, in situations involving multiple bidders, that there is a level playing field. Under the Irish Takeover Rules, James Hardie is not permitted to take certain actions that might “frustrate” an offer for James Hardie ordinary shares once the James Hardie Board has received an offer, or has reason to believe an offer is or may be imminent, without the approval of more than 50% of shareholders entitled to vote at a general meeting of James Hardie shareholders or the consent of the Irish Takeover Panel. These requirements under the Irish Takeover Rules could limit the ability of the James Hardie Board to take defensive actions even if it believes that such defensive actions would be in James Hardie’s best interests or the best interests of James Hardie shareholders.

The operation of the Irish Takeover Rules or provisions of the James Hardie Constitution could delay, defer or prevent a third party from acquiring James Hardie or otherwise adversely affect the price of James Hardie ordinary shares.

For example, the Irish Takeover Rules provide that if an acquisition of James Hardie ordinary shares were to increase the aggregate holding of the acquirer and persons acting in concert with the acquirer (its “concert parties”) to a number of James Hardie ordinary shares that represents 30% or more of the voting rights of James Hardie, the acquirer and, in certain circumstances, its concert parties would be required (except with the consent of the Irish Takeover Panel) to make an offer for the outstanding James Hardie ordinary shares at a price not less than the highest price paid for James Hardie ordinary shares by the acquirer or its concert parties during the previous 12 months.

This requirement would also be triggered by an acquisition of James Hardie ordinary shares by a person holding (together with its concert parties) James Hardie ordinary shares that represent between 30% and 50% of the voting rights in James Hardie if the effect of such acquisition were to increase that person’s percentage of the voting rights by 0.05% within a 12-month period.

Under the Irish Takeover Rules, certain separate concert parties will be presumed to be acting in concert. The James Hardie Board and their relevant family members, related trusts and “controlled companies” are presumed to be acting in concert with any corporate shareholder who holds 20% or more of James Hardie.

The application of these triggering thresholds and presumptions may result in restrictions upon the ability of any of the concert parties or members of the James Hardie Board to acquire more of James Hardie’s securities, including under the terms of any executive incentive arrangements. Accordingly, the application of the Irish Takeover Rules may frustrate the ability of certain of James Hardie’s shareholders and directors to acquire James Hardie ordinary shares.

Additionally, the James Hardie Constitution provides (1) for an advance notice procedure of at least 30 business days for shareholder proposals to be brought before the annual general meeting, including proposed nominations of persons for election to the James Hardie Board and (2) that the James Hardie Board may fill vacancies on the James Hardie Board in certain circumstances.

These provisions may discourage potential attempts at a takeover of James Hardie, discourage bids for James Hardie ordinary shares at a premium over the market price or adversely affect the market price of, and the voting and other rights of the holders of, the James Hardie ordinary shares. These provisions could also discourage proxy contests and make it more difficult for James Hardie shareholders to elect directors other than the candidates nominated by the James Hardie Board. See the section of this proxy statement/prospectus entitled “Description of James Hardie Ordinary Shares” for additional information on the anti-takeover measures that may be applicable to James Hardie.

As a foreign private issuer under the Exchange Act, James Hardie is exempt from certain rules under the Exchange Act, and is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. In addition, James Hardie is exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange Act. The members of the James Hardie Board and James Hardie’s officers and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Accordingly, there may be less publicly available information concerning James Hardie than there is for companies the securities of which are registered under the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies. In addition, certain information may be provided by James Hardie in accordance with Irish law, which may differ in scope, substance or timing from such disclosure requirements under the Exchange Act.

Furthermore, as a foreign private issuer, James Hardie is also permitted, and intends to continue, to follow certain home country corporate governance practices instead of those otherwise required under the listing rules of the NYSE for domestic U.S. issuers.

James Hardie’s status as a foreign private issuer is determined annually as of the last business day of its second fiscal quarter and will next be determined as of September 30, 2025. If it were to lose its status as a foreign private issuer, James Hardie would no longer be exempt from the Exchange Act rules and NYSE listing rules described above. Among other things, beginning on April 1, 2026, James Hardie would be required to file periodic and current reports as if it were a company incorporated in the United States, which, among other things, would result in increased compliance and reporting costs.

Accordingly, if James Hardie remains a foreign private issuer after the merger, you may not have the same protections afforded to shareholders of companies that are required to comply with all of the NYSE corporate governance requirements. For a discussion of James Hardie’s corporate governance practices, please see the section of this proxy statement/prospectus entitled “Comparison of Shareholder / Stockholder Rights.”

The combined company will operate in multiple jurisdictions and pay tax on its income according to the tax laws of these jurisdictions. Various factors, including factors beyond the combined company’s control, will determine the combined company’s effective tax rate. The primary drivers of the combined company’s effective tax rate will be the tax rates of the jurisdictions in which the company operates, the level and geographic mix of pre-tax earnings, intra-group royalties, interest rates and the level of debt which gives rise to interest expense on external debt and intra-group debt, and the value of adjustments for timing differences and permanent differences, including the non-deductibility of certain expenses, all of which are subject to change, and which could result in a material increase in the combined company’s effective tax rate. Such changes to the combined company’s effective tax rate could also materially adversely affect its financial position, liquidity, results of operations and cash flows.

Tax laws are dynamic and subject to change as new or revised laws and treaties are passed and new or different interpretations are issued or applied. Due to the nature of James Hardie’s and AZEK’s historic operations and the

combined company’s planned future operations, the combined company will be exposed to potential tax risks in a number of jurisdictions, including Ireland, the United States, Australia, New Zealand, the Netherlands and various other parts of Europe. For example, many countries are actively considering making changes to existing tax laws and treaties, which changes could alter or increase the combined company’s tax obligations, could materially affect the combined company’s business, financial condition or results of operations and could potentially have a material adverse impact on holders of James Hardie ordinary shares.

Due to James Hardie’s size and the nature of its business, James Hardie is, and the combined company will be, subject to ongoing audits and reviews by authorities, including the U.S. Internal Revenue Service (the “IRS”), the Australian Taxation Office in Australia, the Office of the Revenue Commissioners in Ireland, and other taxing authorities, on various tax matters, including challenges to various positions asserted on income tax and withholding tax returns. In line with James Hardie’s current practices, the combined company will accrue for tax contingencies based upon its best estimate of the taxes ultimately expected to be paid, which the combined company will update over time as more information becomes available. Such amounts are included in taxes payable or other non-current liabilities, as appropriate.

The combined company will record additional tax expense in the period in which the combined company determines that the recorded tax liability is less than the ultimate assessment it expects. The amounts ultimately paid on resolution of reviews by taxing authorities could be materially different from the amounts included in taxes payable or other non-current liabilities and result in additional tax expense which could materially adversely affect the combined company’s financial position, liquidity, results of operations and cash flows.

Tax benefits are available under the U.S.-Ireland Income Tax Treaty to U.S. and Irish taxpayers that qualify for those benefits. The combined company’s eligibility for benefits under the U.S.-Ireland Income Tax Treaty will be determined on an annual basis, and the combined company could be audited by the IRS for this issue. If during a subsequent tax audit or related process, the IRS determines that the combined company is not eligible for benefits under the U.S.-Ireland Income Tax Treaty, the combined company may not qualify for treaty benefits. As a result, the combined company’s effective tax rate could significantly increase and we could be subject to a 30% U.S. withholding tax rate on payments of interest and dividends from the combined company’s U.S. subsidiaries (including AZEK and its subsidiaries) to the combined company’s Irish resident subsidiaries.

In line with James Hardie’s current position, the combined company will take the position that interest and dividends paid by the combined company’s U.S. subsidiaries to the combined company’s Irish resident subsidiaries qualify for treaty benefits in the form of reduced withholding tax under the U.S.-Ireland Income Tax Treaty. The combined company will take the position that, under the limitation on benefits (“LOB”) provision of the U.S.-Ireland Income Tax Treaty, no U.S. withholding tax applies to interest, and 5% withholding tax applies to dividends, that the combined company’s U.S. subsidiaries pay to the combined company’s Irish resident subsidiaries. The LOB provision has various conditions of eligibility for reduced U.S. withholding tax rates and other treaty benefits, all of which the combined company will take the position are satisfied. If, however, the combined company does not qualify for benefits under the U.S.-Ireland Income Tax Treaty, those payments of interest and dividends would be subject to a 30% U.S. withholding tax.

The combined company’s eligibility for benefits under the U.S.-Ireland Income Tax Treaty is determined on an annual basis and the combined company could be audited by the IRS for this issue. If during a subsequent tax audit or related process, the IRS determines that the combined company is not eligible for benefits under the U.S.-Ireland Income Tax Treaty, the combined company may not qualify for treaty benefits. As a result, the combined company’s effective tax rate could significantly increase beginning in the fiscal year that such determination is made and the combined company could be liable for taxes owing for that calendar year and subsequent periods, which could adversely affect our financial position, liquidity, results of operations and cash flows.

A corporation organized under non-U.S. law, such as James Hardie, is generally treated as a foreign corporation for U.S. federal income tax purposes. Section 7874 of the Code provides an exception to this general rule under which a corporation otherwise treated as a foreign corporation may be treated as a U.S. corporation for U.S. federal income tax purposes, or may otherwise be subject to certain unfavorable U.S. federal income tax rules, depending on its ownership structure following an acquisition by it of a U.S. corporation.

Based on the percentage of James Hardie ordinary shares to be received by AZEK stockholders in the merger and current law, the combined company does not currently expect Section 7874 of the Code to apply so as to cause it to be treated as a U.S. corporation or otherwise subject the combined company to certain unfavorable tax rules for U.S. federal income tax purposes. However, the ownership of the combined company for purposes of Section 7874 of the Code must be finally determined after the merger, by which time there could be adverse changes to the relevant facts and circumstances. In addition, the rules for determining ownership under Section 7874 of the Code are complex, unclear and subject to change. Accordingly, there can be no assurance that the IRS would not assert that the combined company should be treated as a U.S. corporation for U.S. federal income tax purposes or otherwise should be subject to certain unfavorable tax rules pursuant to Section 7874 of the Code, or that any such assertion would not be sustained by a court.

Holders should consult their tax advisors regarding the potential application of Section 7874 of the Code and the applicable Treasury Regulations promulgated thereunder to the merger.

Transfers of James Hardie ordinary shares effected by means of the transfer of book-entry interests through DTC should not generally be subject to Irish stamp duty. However, a transfer of James Hardie ordinary shares other than by means of the transfer of book-entry interests through DTC (including a transfer of James Hardie CUFS, whether off-market and evidenced in writing or through the CHESS system) will generally be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the shares acquired). Payment of Irish stamp duty is primarily a legal obligation of the transferee; however, in the case of electronic transfers of CHESS depositary interests through the CHESS system, no Irish stamp duty will be collected on such transfers unless and until such time as a collection and administration process has been determined by the Irish Revenue (as defined in “U.S. Federal Income and Irish Tax Considerations—Irish Tax Considerations”). The potential for Irish stamp duty could adversely affect the price of James Hardie ordinary shares.

In certain limited circumstances, Irish dividend withholding tax (“DWT”) (currently at a rate of 25%) may arise in respect of any dividends paid on James Hardie ordinary shares. A number of exemptions from DWT exist such that James Hardie shareholders resident in the United States, the United Kingdom, an EU or European Economic Area member state, Australia or another country with which Ireland has a double tax treaty may be entitled to exemptions from DWT.

A submission will be made to Irish Revenue to confirm that James Hardie shareholders resident in the United States that hold their James Hardie ordinary shares through DTC will not be subject to DWT, provided the addresses of the beneficial owners of such James Hardie ordinary shares in the records of the brokers holding such shares are recorded as being in the United States (and such brokers have further transmitted the relevant information to a qualifying intermediary appointed by James Hardie). U.S. resident James Hardie shareholders that hold their James Hardie ordinary shares outside of DTC and shareholders resident in certain other countries (irrespective of whether they hold their James Hardie ordinary shares through DTC or outside of DTC) generally should not be subject to DWT, provided that the beneficial owners of such James Hardie ordinary shares have furnished completed and valid DWT forms or an IRS Form 6166, as appropriate, to the qualifying intermediary or transfer agent or brokers (and such brokers have further transmitted the relevant information to the qualifying intermediary or transfer agent). However, other James Hardie shareholders may be subject to DWT, which could adversely affect the price of their James Hardie ordinary shares.

Please see the section of this proxy statement/prospectus entitled “U.S. Federal Income and Irish Tax Considerations—Irish Tax Considerations—Dividend Withholding Tax” for further details on available exemptions from DWT.

Under Irish law, dividends may only be paid and share repurchases and redemptions must generally be funded only out of “distributable reserves.” Creation of additional distributable reserves of James Hardie upon the capitalization of any merger reserve or like reserve resulting from the merger would require a reduction in James Hardie’s share premium account and the approval of the Irish High Court and James Hardie shareholders. If James Hardie were to seek to carry out a capital reduction in this manner following completion of the merger, it is not aware of any reason why the Irish High Court would not approve the creation of such distributable reserves; however, the issuance of the required order is a matter for the discretion of the Irish High Court. There would also be no guarantee that the required approvals by James Hardie shareholders would be obtained.

In the event that additional distributable reserves of James Hardie are not created, no distributions by way of dividends, share repurchases or redemptions or otherwise will be permitted under Irish law unless sufficient distributable reserves (including from its business activities) already exist or have otherwise been created by James Hardie.

James Hardie’s and AZEK’s businesses are and will be subject to the risks described above. In addition, James Hardie and AZEK are, and will continue to be, subject to the risks described in, as applicable, (i) the James Hardie annual report on Form 20-F for the fiscal year ended March 31, 2024, which is filed with the SEC and incorporated by reference into this proxy statement/prospectus, and (ii) the AZEK annual report on Form 10-K for the fiscal year ended September 30, 2024, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and included as annexes to this proxy statement/prospectus. See “Where You Can Find More Information.”

The AZEK Company Inc., or AZEK, is an industry-leading designer and manufacturer of beautiful, low-maintenance and environmentally sustainable outdoor living products, including TimberTech® decking and railing, Versatex® and AZEK® Trim, and StruXure® pergolas. AZEK’s predecessor was formed on August 15, 2013, and, in connection with AZEK’s initial public offering, AZEK became a Delaware corporation and changed its name to The AZEK Company Inc. on June 11, 2020. AZEK operates highly automated manufacturing and recycling facilities across the United States, including principal locations in Ohio, Pennsylvania and Idaho.

AZEK operates in two reportable segments: Residential and Commercial. AZEK’s Residential segment serves the high-growth outdoor living sector by offering products that inspire consumers to design outdoor spaces tailored to their individual lifestyles. AZEK’s innovative outdoor living and home exterior products, including decking, railing, exterior trim, siding and cladding, pergolas and cabanas and accessories, are sold under TimberTech, AZEK Exteriors, VERSATEX, ULTRALOX®, StruXure® and INTEX® brands. AZEK’s Commercial segment addresses demand for sustainable, low-maintenance privacy and storage solutions primarily for schools, stadium arenas and recreational and commercial facilities. On November 1, 2023, AZEK divested the Vycom business, which was within the Commercial segment.

AZEK’s principal executive offices are located at 1330 W. Fulton St., Suite 350, Chicago, Illinois 60607, and its telephone number is (877) 275-2935. AZEK’s website address is www.azekco.com. Information contained on AZEK’s website does not constitute part of this proxy statement/prospectus.

AZEK common stock is currently listed on the NYSE under the symbol “AZEK.” Additional information about AZEK is included in documents included as annexes to this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

James Hardie Industries plc is a leading producer and marketer of high-performance fiber cement, and in Europe, fiber gypsum building solutions. James Hardie markets its fiber cement products and systems under the Hardie^TM brand, such as Hardie® Plank, Hardie® Panel, Hardie® Trim, Hardie® Backer, Hardie® Artisan Siding and Hardie^TM Architectural Collection. James Hardie is also a market leader in the European premium timber frame and dry lining business.

James Hardie has three operating segments: North America Fiber Cement, Asia Pacific Fiber Cement and Europe Building Products. The North America Fiber Cement segment manufactures fiber cement exterior siding products, interior linings and related accessories in the United States; these products are sold in the United States and Canada. The Asia Pacific Fiber Cement segment includes all fiber cement products manufactured in Australia and sold in Australia and New Zealand. The Europe Building Products segment includes fiber gypsum and cement-bonded boards manufactured in Europe, and fiber cement board and panel manufactured in the United States that is sold in Europe.

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 and its telephone number is +353 1411 6924. James Hardie’s website address is www.jameshardie.com. Information contained on James Hardie’s website does not constitute part of this proxy statement/prospectus.

James Hardie CUFS are currently listed on the ASX under the symbol “JHX,” and James Hardie ADSs are listed on the NYSE under the symbol “JHX.” Additional information about James Hardie is included in documents incorporated by reference in this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

Juno Merger Sub Inc., an indirect wholly owned subsidiary of James Hardie, is a Delaware corporation incorporated on March 21, 2025, for the purpose of effecting the merger. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement. The principal executive offices of Merger Sub are located at c/o James Hardie Building Products Inc., 303 East Wacker Drive, Chicago, Illinois 60601 and its telephone number is (312) 723-6439.

The following is a discussion of the merger between James Hardie and AZEK. The description of the merger agreement in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which as amended through the date hereof is attached as Annex A and is incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. You are encouraged to read the merger agreement carefully and in its entirety. This section is not intended to provide you with any factual information about James Hardie or AZEK. Such information can be found elsewhere in this proxy statement/prospectus and in the public filings James Hardie and AZEK make with the SEC that are incorporated by reference into or included as annexes to this document, as described in the section entitled “Where You Can Find More Information.”

As part of AZEK’s ongoing consideration and evaluation of its long-term strategic goals and plans, the AZEK Board and members of AZEK’s senior management team regularly review, consider and assess AZEK’s operations, financial performance, future growth prospects and strategic plans and consider various strategic opportunities, taking into account various factors, including the business, competitive, regulatory, financing and economic environments and developments in AZEK’s industry. These reviews have included discussions of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives, as well as the potential benefits and risks of such potential opportunities compared to the risks and benefits of AZEK continuing to execute on its strategy as a standalone company.

On September 3, 2024, Mr. Jesse Singh, Chief Executive Officer and President of AZEK, had dinner with Mr. Aaron Erter, Chief Executive Officer of James Hardie, which dinner was organized at Mr. Erter’s request. During this dinner, Mr. Singh and Mr. Erter discussed the potential strategic rationale of a potential business combination between James Hardie and AZEK, although neither party discussed any specific terms for any potential transaction. Mr. Singh updated the AZEK Board on his dinner with Mr. Erter during a regularly scheduled meeting of the AZEK Board on September 10-11, 2024. The Board discussed the possibility of a potential business combination between James Hardie and AZEK in the context of AZEK’s long-term strategic objectives. The Board indicated its support for Mr. Singh to have further discussions with Mr. Erter regarding the potential strategic rationale of a combination.

On October 10, 2024, Mr. Singh and Mr. Erter met to discuss, on a preliminary basis, a potential transaction involving AZEK and James Hardie, specifically with respect to further assessing potential synergies that might be created as a result of a potential transaction, and no discussion was had as to what the price, timing or other terms of such a potential transaction would be.

On November 8, 2024, Mr. Erter sent Mr. Singh a non-binding, preliminary proposal for the combination of AZEK and James Hardie in a merger transaction pursuant to which existing AZEK stockholders would receive James Hardie ordinary shares at an exchange ratio that would result in James Hardie shareholders owning 66% of the combined company and AZEK stockholders owning the remaining 34% (the “November Proposal”). The November Proposal also indicated that James Hardie would establish a listing on the New York Stock Exchange in connection with the combination, in addition to its existing CDI listing on the Australian Stock Exchange (“ASX”), and that the board of directors of the combined company would be made up of existing James Hardie and AZEK directors, in proportion to their respective stockholders’ pro forma ownership of the combined company. The November Proposal proposed execution of a non-disclosure agreement and a detailed diligence process, and noted that, subject to consultation with the ASX, it did not anticipate any need for James Hardie stockholder approval under the ASX listing rules or otherwise.

On each of November 15, November 24 and December 10, 2024, the AZEK Board met to discuss the November Proposal, with members of AZEK senior management in attendance at all meetings and representatives of Goldman, Sachs & Co. LLC (“Goldman Sachs”), AZEK’s financial advisor, and Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), its legal advisor, in attendance at the November 24 and December 10 meetings. During these meetings, the AZEK Board discussed the November Proposal with, and received input and analysis from, AZEK management and AZEK’s advisors. Representatives of Goldman Sachs reviewed its preliminary financial analyses regarding the financial terms of the potential transaction. At the December 10, 2024, meeting, the AZEK Board determined that, while it appreciated the strategic logic of a potential

combination between AZEK and James Hardie, the November Proposal was insufficient to induce AZEK to commence negotiations and/or due diligence, and directed Mr. Singh to convey to James Hardie the AZEK Board’s view that, in order to merit engagement, AZEK would require an improved proposal, including, at a minimum, a greater implied aggregate value, and, in order to provide greater certainty of value to AZEK stockholders, a cash component. On December 11, 2024, Mr. Singh conveyed such message to Mr. Erter.

On January 9, 2025, Mr. Erter sent a revised non-binding proposal to Mr. Singh (the “January Proposal”), which proposed that James Hardie would acquire AZEK in a merger transaction, pursuant to which each share of AZEK common stock would be exchanged for $19.65 in cash and 1.1302 James Hardie ordinary shares. AZEK stockholders would own 28% of the combined company following the transaction, with James Hardie stockholders owning the remaining 72%. The January Proposal reiterated the same governance, listing and stockholder approval terms as were contained in the November Proposal.

On January 14, 2025, the AZEK Board met, with members of AZEK senior management and representatives of Goldman Sachs and Wachtell Lipton in attendance, to discuss the January Proposal. Representatives of Goldman Sachs summarized the January Proposal and reviewed its preliminary financial analysis of the financial terms of the January Proposal using AZEK’s standalone preliminary management projections. The AZEK Board discussed with its advisors and AZEK senior management such preliminary analysis, as well as the potential timeline for realization of synergies in such potential transaction and leverage ratios for the combined company. Following discussion, the AZEK Board determined that it would be in the best interests of AZEK and its stockholders to engage with James Hardie to determine whether a transaction at a compelling valuation could be achieved, and that, while the terms set forth in the January Proposal were insufficient, AZEK would be willing to engage in preliminary discussions and limited financial due diligence to support and validate James Hardie’s view of the value of AZEK and each party’s view of the potential synergies that could be achieved in such transaction. The AZEK Board directed Mr. Singh to convey the Board’s view to Mr. Erter, which he did in a telephone conversation on January 17, 2025.

On January 23, 2025, in order to facilitate confidential negotiations and the exchange of due diligence information, the parties entered into a mutual confidentiality agreement, which contained standstill provisions binding on both AZEK and James Hardie with standard fall-away rights and a “don’t ask, don’t waive” provision prohibiting the applicable party from requesting that it be released from the standstill restrictions (other than certain confidential requests to the other party’s board).

On January 27, 2025, representatives of the AZEK and James Hardie senior management teams, together with their respective third-party consultants who had been retained to assist in assessing potential synergies, met in person in the area of Chicago, Illinois. Representatives of the parties’ respective financial advisors also attended such meeting. During this meeting, each of AZEK and James Hardie made presentations during which they provided certain financial, operational and legal information, including with respect to long-term strategic plans and historical and projected financial performance. Over the course of the weeks of January 27, February 3, and February 10, 2025, the James Hardie and AZEK management teams continued to provide each other with financial and business due diligence information in order to evaluate potential synergies and financials for the combined company.

On February 1 and February 2, 2025, Mr. Singh and Mr. Erter spoke telephonically to discuss the progress that had been made during the management presentations and the exchange of due diligence information to date, and to identify further information needed in the next stage of due diligence.

On February 10, 2025, the parties entered into a so-called “clean team” confidentiality agreement providing for special procedures for reviewing and handling certain competitively sensitive information of James Hardie and AZEK provided to the other party and its representatives.

On February 17, 2025, Mr. Singh and Mr. Erter spoke telephonically about the ongoing due diligence efforts and the progress made by James Hardie’s and AZEK’s respective third-party consultants in assessing potential synergies. During this conversation, Mr. Erter indicated that he planned to discuss a potential revised proposal with the James Hardie Board, as well as James Hardie’s management team and advisors, following the completion of its preliminary due diligence on AZEK’s standalone plan and potential synergies.

On February 21, 2025, Mr. Erter called Mr. Singh to convey to AZEK a revised non-binding acquisition proposal pursuant to which each share of AZEK common stock would be exchanged for $26.45 in cash and

1.0039 James Hardie ordinary shares (the “February Proposal”). AZEK stockholders would own 25% of the combined company following the transaction, with James Hardie stockholders owning the remaining 75%. The terms of the February Proposal were also subsequently conveyed in a non-binding written proposal sent to Mr. Singh on the same date. The February Proposal reiterated the same governance, listing and approval terms as were contained in the January Proposal, and indicated that James Hardie was willing to complete remaining due diligence reviews on an expedited basis in parallel with negotiating the requisite legal documentation. During this conversation, Mr. Erter indicated that the financial terms of the February Proposal were the maximum, or very near to the maximum, that James Hardie would be willing to offer. Mr. Singh informed Mr. Erter that he would review the terms of the February Proposal with the AZEK Board.

On February 27, 2025, the AZEK Board met, with members of AZEK senior management and representatives of Goldman Sachs and Wachtell Lipton in attendance, to discuss the February Proposal. During this meeting, representatives of Goldman Sachs reviewed its preliminary financial analyses of AZEK and the financial terms of the February Proposal, and the AZEK Board discussed such analyses. The management team and representatives of AZEK’s third-party consulting firm who had been retained in order to assess potential synergies also discussed with the AZEK Board findings regarding the potential cost and commercial synergies that could be achieved in a potential transaction between AZEK and James Hardie, which potential synergy opportunities appeared to be substantial, and well-above-average relative to relevant precedent transactions in AZEK’s industry of which the AZEK Board was aware. The AZEK Board also considered the potential (given potential synergies, strategic considerations, and other factors including those described under “AZEK Board of Directors’ Recommendation and Reasons for the Merger”), for a combination with James Hardie to generate more value for AZEK stockholders, with a higher probability of achievement over time, than AZEK on a stand-alone basis. Following discussion of the foregoing matters, the AZEK Board determined that it would be in the best interest of AZEK and its stockholders for AZEK to engage fully with James Hardie in order to seek to achieve a transaction with James Hardie, subject to final approval by the AZEK Board prior to entry into any definitive agreement. Believing, based on the interactions between the two companies’ senior executives and between their respective advisors, that the financial terms of the February Proposal were at or very close to the maximum that James Hardie would be able or willing to offer, the AZEK Board directed Mr. Singh to speak to Mr. Erter and seek an additional $1.00 per share increase in the consideration that AZEK stockholders would receive in a potential transaction, and directed Mr. Singh to, in such conversation, highlight AZEK’s focus on closing certainty and coming to alignment on social issues, including retention of AZEK employees. Later on February 27, Mr. Singh contacted Mr. Erter telephonically and informed him of the AZEK Board’s position with respect to the February Proposal. Mr. Erter indicated on such call that James Hardie likely would be able to agree to the requested $1.00 per share increase in the aggregate merger consideration received by AZEK stockholders, but that such increase likely would be reflected solely in the stock portion of the consideration, by an increase to the exchange ratio. Later on the same date, Mr. Erter sent to Mr. Singh electronic confirmation of the agreement that James Hardie would agree to increase the economic terms reflected in the February Proposal such that each share of AZEK common stock would be exchanged for $26.45 in cash and 1.0340 James Hardie ordinary shares.

On March 3 and March 4, 2025, the AZEK Board held regularly scheduled meetings, during which the AZEK Board discussed various topics unrelated to the potential transaction and received an update from AZEK senior management on the status of ongoing due diligence and next steps related to a potential transaction.

On March 3, 2025, Mr. Singh and Mr. Erter met in person, during which they discussed progress that had been made related to the potential transaction, the proportion of directors AZEK would be entitled to designate on the combined company board, as well as the anticipated communications strategy for announcement of a potential transaction, given the need to announce in both the Australian and U.S. markets. Mr. Singh told Mr. Erter that Mr. Hendrickson would call Mr. Erter to discuss combined company board matters further.

On March 5, 2025, Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) provided Wachtell Lipton with a draft form of merger agreement. Thereafter, through March 23, 2025, members of AZEK and James Hardie’s respective management teams, with the assistance of Skadden and Wachtell Lipton, negotiated the terms of the merger agreement and related documentation.

On March 9, 2025, Gary Hendrickson, Chair of the AZEK Board, and Mr. Erter had a telephonic discussion during which they discussed the status of the ongoing negotiations related to the potential transaction, including which skill sets would be most additive to the combined company board. It was agreed that specific board member discussion would be deferred to a future discussion between Mr. Hendrickson and Ms. Anne Lloyd, the Chair of the James Hardie Board.

On March 10 and March 12, 2025, Mr. Singh and Mr. Erter spoke telephonically and in person, respectively, to discuss progress to date on the potential transaction, including ongoing diligence efforts, as well as a potential timeline for competing diligence and negotiations and announcing a transaction.

On March 13, 2025, Mr. Hendrickson spoke telephonically with Ms. Lloyd. This conversation focused primarily on the composition of the combined company board of directors at the closing of the transaction.

In March 2025, Gilbert + Tobin, Australian legal counsel to James Hardie, submitted an application with ASX that sought confirmation from ASX that the potential transaction between James Hardie and AZEK would not require approval by the James Hardie stockholders under ASX Listing Rules 11.1.2 and 11.1.3, as well as an in-principle waiver of ASX Listing Rule 7.1 for the requirement to obtain James Hardie stockholder approval for the proposed issuance of James Hardie ordinary shares in connection with the potential transaction. James Hardie received confirmation from the ASX on March 12 and March 21, 2025 that the requested confirmations and waivers under the ASX rules had been granted.

On March 19, 2025, Ms. Lloyd and Mr. Hendrickson discussed which members of the AZEK Board would join the board of the combined company at the closing of the merger.

On March 20, 2025, Ms. Lloyd confirmed to Mr. Hendrickson that James Hardie was in agreement that the members of the AZEK Board who would join the board of the combined company at the closing of a merger would be Mr. Singh, Mr. Hendrickson and Howard Heckes. Also on March 20, 2025, Goldman Sachs provided AZEK with a customary disclosure letter that was subsequently provided to the AZEK Board, which included information related to certain of Goldman Sachs’ current and prior relationships with AZEK and James Hardie.

On March 22, 2025, the AZEK Board met, with members of AZEK’s senior management team and representatives of Goldman Sachs and Wachtell Lipton in attendance, to consider and discuss the proposed transaction. During the meeting, Mr. Singh and Mr. Hendrickson provided the AZEK Board with an update on the status of the negotiations of the proposed transaction. Representatives of Wachtell Lipton reviewed with the AZEK Board its fiduciary duties under Delaware law, reviewed the due diligence that had been conducted by AZEK’s management team and advisors and summarized the final negotiated terms and conditions of the merger agreement, including various employee compensation and retention matters during the pre-closing period related to the proposed transaction. At the request of the AZEK Board, representatives of Goldman Sachs then reviewed its financial analyses of the financial terms of the proposed transaction. The AZEK Board discussed AZEK’s standalone management projections (see “Certain Unaudited Prospective Financial Information—AZEK Projections”), as well as how such projections might be affected under various future scenarios. Following this review, at the request of the AZEK Board, Goldman Sachs rendered its oral opinion to the AZEK Board, which was subsequently confirmed by delivery of its written opinion, dated as of March 23, 2025, which is attached hereto as Annex B, that, as of such date, and based upon and subject to the various limitations, qualifications and assumptions and other matters set forth therein, the $26.45 in cash, without interest, and exchange ratio of 1.0340 James Hardie ordinary shares per share of AZEK common stock to be paid to holders (other than James Hardie and its affiliates) of shares of AZEK common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders. Members of AZEK senior management also reviewed the proposed communications plan for the announcement of the proposed transaction. Following discussion, including as to the matters referred to below under “AZEK Board of Directors’ Recommendation and Reasons for the Merger,” the AZEK board unanimously (i) approved the merger agreement and the transactions contemplated thereby, including the merger, (ii) declared and determined that the merger agreement and the transactions contemplated thereby, including the merger, were advisable and in the best interests of AZEK and the AZEK stockholders, in each case upon the terms and subject to the conditions set forth in the merger agreement, (iii) directed that the adoption of the merger agreement be submitted to a vote of the holders of AZEK common stock and (iv) recommended that the AZEK stockholders adopt the merger agreement. The AZEK Board then directed members of AZEK senior management and its advisors to finalize the transaction documentation and prepare for public announcement of the merger.

Shortly thereafter, on March 23, 2025, James Hardie and AZEK finalized and executed the merger agreement and the other definitive documentation on the terms approved by the AZEK Board and the James Hardie Board.

In the evening of March 23, 2025, the parties issued a joint press release announcing the execution of the merger agreement.

On March 22, 2025, the AZEK Board unanimously (i) approved the merger agreement and the transactions contemplated thereby, including the merger, (ii) declared and determined that the merger agreement and the transactions contemplated thereby, including the merger, were advisable and in the best interests of AZEK and its stockholders, in each case upon the terms and subject to the conditions set forth in the merger agreement, (iii) directed that the merger proposal be submitted to a vote of AZEK stockholders and (iv) recommended that the AZEK stockholders vote “FOR” the merger proposal.

and that such implied value of the merger consideration implied an enterprise-value-to-adjusted-

EBITDA multiple that was significantly above precedent transactions in AZEK’s industry of which the AZEK Board was aware.

In the course of its deliberations, the AZEK Board also considered a number of uncertainties, risks and other countervailing factors relating to entering into the merger agreement and the merger, and concluded that the anticipated benefits of the merger was likely to substantially outweigh these risks. These potential risks include (not necessarily in order of relative importance):

The foregoing discussion of the information and factors considered by the AZEK Board is not intended to be exhaustive, but includes the material factors considered by the AZEK Board. In reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, the AZEK Board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The AZEK Board considered all these factors as a whole, including through its discussions with AZEK management and financial, legal and other advisors, in evaluating the merger agreement and the transactions contemplated thereby, including the merger.

For the reasons above, the AZEK Board unanimously (i) approved the merger agreement and the transactions contemplated thereby, including the merger, (ii) declared and determined that the merger agreement and the transactions contemplated thereby, including the merger, were advisable and in the best interests of AZEK and its stockholders, in each case upon the terms and subject to the conditions set forth in the merger agreement, (iii) directed that the merger proposal be submitted to a vote of AZEK stockholders and (iv) recommended that the AZEK stockholders vote “FOR” the merger proposal.

In addition to considering the factors described above, the AZEK Board was aware of and considered that certain directors and executive officers of AZEK may have interests in the merger that are different from, or in addition to, AZEK stockholders generally, including those interests that are a result of employment and compensation arrangements with AZEK or long-term ownership of de minimis amounts of James Hardie ordinary shares. For more information, see the section entitled “The Merger—Interests of AZEK’s Directors and Executive Officers in the Merger.”

It should be noted that this explanation of the reasoning of the AZEK Board and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Goldman Sachs rendered its opinion to the AZEK Board that, as of March 23, 2025, and based upon and subject to the factors and assumptions set forth therein, the $26.45 in cash, without interest, and exchange ratio of 1.0340 James Hardie ordinary shares per share of AZEK common stock to be paid to the holders (other than James Hardie and its affiliates) of shares of AZEK common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated March 23, 2025, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. The summary of Goldman Sachs’ opinion contained in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs provided advisory services and its opinion for the information and assistance of the AZEK Board in connection with its consideration of the merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of shares of AZEK common stock should vote with respect to the merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior managements of AZEK and James Hardie regarding their assessment of the strategic rationale for, and the potential benefits of, the merger and the past and current business operations, financial condition and future prospects of AZEK and James Hardie; reviewed the reported price and trading activity for shares of AZEK common stock and James Hardie ordinary shares; compared certain financial and stock market information for AZEK and James Hardie with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the building products industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the AZEK Board’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the AZEK Board’s consent that the Projections and the Synergies were reasonably prepared on a basis reflecting the best then-available estimates and judgments of the management of AZEK. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of AZEK or James Hardie or any of their respective subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on AZEK or James Hardie or on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of AZEK to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to AZEK; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than James Hardie and its affiliates) of shares of AZEK common stock, as of the date of the opinion, of the $26.45 in cash, without interest, and exchange ratio of 1.0340 James Hardie ordinary shares per share of AZEK common stock to be paid to such holders pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of AZEK; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of AZEK, or class of such persons in connection with the merger, whether relative to the $26.45 in cash, without interest, and exchange ratio of 1.0340 James Hardie ordinary shares per share of AZEK common stock to be paid to the holders (other than James Hardie and its affiliates) of shares of AZEK common stock pursuant to the merger agreement or otherwise. Goldman Sachs’ opinion is necessarily based on economic, monetary market and other condition as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances,

developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which James Hardie ordinary shares or shares of AZEK common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on AZEK, James Hardie or the merger, or as to the impact of the merger on the solvency or viability of AZEK or James Hardie or the ability of AZEK or James Hardie to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the AZEK Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 20, 2025, the last trading day before the financial analyses were provided to the AZEK Board, and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs analyzed the $26.45 in cash, without interest, and exchange ratio of 1.0340 James Hardie ordinary shares per share of AZEK common stock to be paid to holders (other than James Hardie and its affiliates) of shares of AZEK common stock pursuant to the merger agreement in relation to the March 20, 2025 closing market price, the volume weighted average price (the “VWAP”) per share of AZEK common stock for the 30-day, 60-day and 90-day periods ended March 20, 2025, the 52-week high closing market price and the median broker price target on March 20, 2025. This analysis implied a value of $56.67 to be received per share of AZEK common stock, calculated as the sum of (i) $26.45 in cash, without interest, plus (ii) exchange ratio of 1.0340 James Hardie ordinary shares per share of AZEK common stock, multiplied by $29.23, the closing price per share of James Hardie ordinary shares on March 20, 2025.

This analysis indicated that the implied value of $56.67 to be received per share of AZEK common stock represented:

Illustrative Discounted Cash Flow Analysis—AZEK Standalone. Using the AZEK Standalone Projections, Goldman Sachs performed an illustrative discounted cash flow analysis on AZEK on a standalone basis to derive a range of illustrative present values per share of AZEK common stock on a standalone basis. Using the mid-year convention for discounting cash flows and discount rates ranging from 13.5% to 15.5%, reflecting estimates of AZEK’s weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2024 (i) estimates of standalone, unlevered free cash flow for AZEK for the nine-month period ended September 30, 2025 and fiscal years 2026 through 2029 as reflected in the AZEK Standalone Projections and (ii) a range of illustrative terminal values for AZEK, which were calculated by applying terminal year exit enterprise value (“EV”) to last-twelve month (“LTM”) Adjusted EBITDA (“EV / LTM Adjusted EBITDA”) multiples ranging from 16.5x to 19.5x, to a terminal year estimate of the Adjusted EBITDA to be generated by AZEK, as reflected in the AZEK Standalone Projections (which analysis implied perpetuity growth rates ranging

from 10.3% to 12.8%). The range of terminal year exit EV / LTM Adjusted EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of AZEK. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model (“CAPM”), which requires certain company-specific inputs, including AZEK’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for AZEK, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for AZEK by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for AZEK the amount of AZEK’s total debt and debt-like items and added the amount of AZEK’s cash and cash equivalents, in each case, as provided by and approved for Goldman Sachs’ use by the management of AZEK, to derive a range of illustrative equity values for AZEK. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of AZEK common stock, as provided by and approved for Goldman Sachs’ use by the management of AZEK, using the treasury stock method, to derive a range of illustrative present values per share of AZEK common stock ranging from $54 to $68, rounded to the nearest dollar.

Illustrative Discounted Cash Flow Analysis—Combined Company. Using the Combined Company Projections (which take into account the Synergies), Goldman Sachs performed an illustrative discounted cash flow analysis for the combined company.

Using the mid-year convention for discounting cash flows and discount rates ranging from 13.0% to 15.0%, reflecting estimates of the combined company’s weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2024 (i) estimates of unlevered free cash flow for the combined company and taking into account the Synergies for the nine-month period ended September 30, 2025 and fiscal years 2026 through 2029 as reflected in the Combined Company Projections and (ii) a range of illustrative terminal values for the combined company, which were calculated by applying terminal year exit EV/LTM Adjusted EBITDA multiples ranging from 14.5x to 18.5x, to a terminal year estimate of the Adjusted EBITDA to be generated by the combined company and taking into account the Synergies, as reflected in the Combined Company Projections (which analysis implied perpetuity growth rates ranging from 8.7% to 11.5%). The range of terminal year exit EV/LTM Adjusted EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of both AZEK and James Hardie. Goldman Sachs derived such discount rates by application of CAPM, which requires certain company-specific inputs, including James Hardie’s pro forma for the merger target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the combined company, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for the combined company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the combined company the amount of the combined company’s total debt and debt-like items and added the amount of the combined company’s cash and cash equivalents, in each case, as provided by and approved for Goldman Sachs’ use by the management of AZEK, to derive a range of illustrative equity values for the combined company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding ordinary shares of the combined company, as provided by and approved for Goldman Sachs’ use by the management of AZEK, using the treasury stock method. Goldman Sachs then multiplied the range of illustrative present equity values per James Hardie ordinary shares pro forma for the merger it derived by the exchange ratio, and added the result to the $26.45 per share of AZEK common stock to be paid in cash to the holders (other than James Hardie and its affiliates) of shares of AZEK common stock pursuant to the merger agreement.

This analysis resulted in a range of illustrative present values for the $26.45 in cash, without interest, and exchange ratio of 1.0340 James Hardie ordinary shares to be received per share of AZEK common stock of $68 to $85, rounded to the nearest dollar.

Illustrative Present Value of Future Share Price Analysis—AZEK Standalone. Using the AZEK Standalone Projections, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative

future value per share of AZEK common stock on a standalone basis. For this analysis, Goldman Sachs first calculated the implied enterprise value for AZEK as of September 30 for each of the fiscal years 2025 through 2028, by applying a range of illustrative EV to next twelve month (“NTM”) Adjusted EBITDA (“EV/NTM Adjusted EBITDA”) multiples of 14.5x to 17.5x to estimates of AZEK’s Adjusted EBITDA for each of the fiscal years 2026 through 2029. This illustrative range of EV/NTM Adjusted EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/NTM Adjusted EBITDA multiples for AZEK.

Goldman Sachs then subtracted the amount of AZEK’s total debt and debt-like items and added the amount of AZEK’s cash and cash equivalents for each of the fiscal years 2025 through 2028, each as provided by and approved for Goldman Sachs’ use by the management of AZEK, from the respective implied enterprise values in order to derive a range of illustrative equity values as of September 30 for AZEK for each of the fiscal years 2025 through 2028. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of AZEK common stock for each of fiscal years 2025 through 2028, calculated using information provided by and approved for Goldman Sachs’ use by the management of AZEK, to derive a range of implied future values per share of AZEK common stock. Goldman Sachs then discounted these implied future equity values per share of AZEK common stock to December 31, 2024, using an illustrative discount rate of 15.2%, reflecting an estimate of AZEK’s cost of equity. Goldman Sachs derived such discount rate by application of CAPM, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $45 to $63 per share of AZEK common stock, rounded to the nearest dollar.

Illustrative Present Value of Future Share Price Analysis—Combined Company. Using the Combined Company Projections (including the run-rate Synergies), Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of AZEK common stock based on a theoretical value per ordinary share of the combined company. For this analysis, Goldman Sachs first calculated the implied enterprise value for the combined company as of September 30 for each of the fiscal years 2025 through 2028, by applying a range of illustrative EV/NTM Adjusted EBITDA multiples of 12.5x to 16.5x to estimates of the combined company’s Adjusted EBITDA for each of the fiscal years 2026 through 2029. This illustrative range of EV/NTM Adjusted EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/NTM Adjusted EBITDA multiples for both AZEK and James Hardie.

Goldman Sachs then subtracted the amount of the combined company’s total debt and debt-like items and added the amount of the combined company’s cash and cash equivalents for each of the fiscal years 2025 through 2028, each as provided by and approved for Goldman Sachs’ use by the management of AZEK, from the respective implied enterprise values in order to derive a range of illustrative equity values as of September 30 for the combined company for each of the fiscal years 2025 through 2028. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding ordinary shares of the combined company for each of the fiscal years 2025 through 2028, calculated using information provided by and approved for Goldman Sachs’ use by the management of AZEK, to derive a range of implied future values per ordinary share of the combined company. Goldman Sachs then discounted these implied future equity values per ordinary share of the combined company to December 31, 2024, using an illustrative discount rate of 14.6%, reflecting an estimate of the combined company’s cost of equity. Goldman Sachs derived such discount rate by application of CAPM, which requires certain company-specific inputs, including a beta for the combined company, as well as certain financial metrics for the United States financial markets generally. Goldman Sachs then multiplied the range of illustrative present equity values it derived for the ordinary shares of the combined company by the exchange ratio, and added the result to the $26.45 per share of AZEK common stock to be paid in cash to the holders (other than James Hardie and its affiliates) of AZEK common stock pursuant to the merger agreement.

This analysis resulted in a range of illustrative present values for the $26.45 in cash, without interest, and exchange ratio of 1.0340 James Hardie ordinary shares to be paid per share of AZEK common stock of $63 to $81, rounded to the nearest dollar.

Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to the following selected transactions in the building products manufacturing industry since January 2021. For each of the selected transactions, Goldman Sachs calculated and compared the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s LTM adjusted

EBITDA based on information in public filings, press releases and investor relations documents. While none of the companies that participated in the selected transactions are directly comparable to AZEK, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of AZEK’s results, market sizes and product profile.

The following table presents the results of this analysis:

Based on the results of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of EV/LTM adjusted EBITDA multiples of 11.0x to 18.1x to AZEK’s LTM adjusted EBITDA as of December 31, 2024, as provided by and approved for Goldman Sachs’ use by the management of AZEK, to derive a range of implied enterprise values for AZEK. Goldman Sachs then subtracted the net debt of AZEK as of December 31, 2024, as provided by and approved for Goldman Sachs’ use by the management of AZEK, and divided the result by the number of fully diluted outstanding shares of AZEK common stock, as provided by and approved for Goldman Sachs’ use by the management of AZEK, using the treasury stock method, to derive a reference range of implied values per share of AZEK common stock of $27 to $46, rounded to the nearest dollar.

Premia Paid Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for 122 acquisition transactions with a mix of cash and stock consideration announced from January 1, 2010 through March 20, 2025, involving a public company based in the United States as the target where the disclosed enterprise values for the transaction were greater than $500 million and where more than 50% of the total consideration paid in connection with the transaction was comprised of stock consideration. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the transactions relative to the target’s closing stock price on the fifth trading day prior to announcement of the transaction. Goldman Sachs excluded from this analysis transactions with negative premia relative to the target’s closing stock price on the fifth trading day prior to announcement of the transaction, using information obtained from FactSet Research Systems, and transactions involving target shareholders owning between 40% and 60% of the combined company. This analysis indicated a median premium of 26% across the period. This analysis also indicated a 25th percentile premium of 14% and 75th percentile premium of 39% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 14% to 39% to the undisturbed closing price per share of AZEK common stock of $41.73 as of March 20, 2025 and calculated a range of implied equity values per share of AZEK common stock of $47 to $58, rounded to the nearest dollar.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to AZEK or James Hardie or the contemplated transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the AZEK Board as to the fairness from a financial point of view to the holders (other than James Hardie and its affiliates) of shares of AZEK common stock, as of the date of the opinion, of the $26.45 in cash, without interest, and exchange ratio of 1.0340 James Hardie ordinary shares per share of AZEK common stock to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of AZEK, James Hardie, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecasts.

The $26.45 in cash, without interest, and exchange ratio of 1.0340 James Hardie ordinary shares per share of AZEK common stock was determined through arm’s-length negotiations between AZEK and James Hardie and was approved by the AZEK Board. Goldman Sachs provided advice to AZEK during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to AZEK or the AZEK Board or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to the AZEK Board was one of many factors taken into consideration by the AZEK Board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of AZEK, James Hardie, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the merger. Goldman Sachs acted as financial advisor to AZEK in connection with, and participated in certain of the negotiations leading to, the merger. During the two-year period ended March 23, 2025, Goldman Sachs Investment Banking has not been engaged by AZEK or James Hardie or any of their respective affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to AZEK, James Hardie and their respective affiliates for which Goldman Sachs Investment Banking may receive compensation.

The AZEK Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated January 15, 2025, AZEK engaged Goldman Sachs to act as its financial advisor in connection with the contemplated merger. The engagement letter between AZEK and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $53 million, all of which is contingent upon consummation of the merger. In addition, AZEK has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Other than quarterly and annual guidance, AZEK and James Hardie do not, as a matter of course, publicly disclose long-term projections or internal projections of their respective future financial performance, net sales/revenue, earnings, financial condition or other results due to, among other reasons, the uncertainty, inherent unpredictability and subjectivity of the underlying assumptions and estimates.

In connection with AZEK’s consideration of strategic alternatives, including the continued execution of AZEK’s strategy as a stand-alone public company or a possible transaction with a third party, AZEK’s management prepared certain prospective financial information regarding AZEK’s anticipated results of operations for fiscal years 2025 through 2030 on a stand-alone basis without giving effect to the merger (such information, collectively, the “AZEK projections”).

The AZEK projections were provided to the AZEK Board in connection with its evaluation of the merger, and were also shared with James Hardie in connection with its evaluation of the merger.

In addition, in connection with its evaluation of the merger, AZEK received from James Hardie certain unaudited prospective financial information regarding James Hardie’s results of operations for fiscal years 2025 through 2030 on a stand-alone basis without giving effect to the merger that was prepared by the James Hardie management team (such information, collectively, the “James Hardie projections”).

AZEK’s management also prepared certain prospective financial information regarding the pro forma combined company on a pro forma basis (referred to as the “combined company projections”), which incorporated the James Hardie projections, which AZEK adjusted to (i) reflect a September 30 fiscal year-end and (ii) remove stock-based compensation cost from adjusted EBITDA and adjusted EBIT (the “AZEK-adjusted James Hardie projections”). The combined company projections include certain cost and revenue synergies projected by AZEK management to result from the merger (the “synergies”). The financial metrics set forth under “—Combined Company Projections” do not reflect reclassification adjustments necessary to conform AZEK’s accounting policies to James Hardie’s accounting policies or to conform AZEK’s historical financial statement presentation to James Hardie’s historical financial statement presentation. As more fully described below under “Unaudited Pro Forma Condensed Combined Financial Statements—Notes to the Unaudited Pro Forma Condensed Combined Financial Statements,” there may be differences between the accounting policies and reclassifications of the two companies, which, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information. The combined company projections and AZEK-adjusted James Hardie projections were provided to the AZEK Board in connection with its evaluation of the merger.

The AZEK projections, the AZEK-adjusted James Hardie projections, the combined company projections and the synergies were each provided to Goldman Sachs for its use in connection with its financial analysis and the rendering of its fairness opinion to the AZEK Board (see “The Merger—Opinion of AZEK’s Financial Advisor”).

A summary of the AZEK projections, the James Hardie projections, the AZEK-adjusted James Hardie projections and the combined company projections, as well as the synergies, are included below to give AZEK stockholders access to certain information, including information that was considered by the AZEK Board for purposes of evaluating the merger. These projections are not, and should not be viewed as, guidance or targets.

The AZEK projections, the AZEK-adjusted James Hardie projections, the combined company projections and the synergies are collectively referred to herein as the “AZEK-prepared projections,” and the AZEK-prepared projections together with the James Hardie projections are collectively referred to herein as the “projections”. The projections were not prepared with a view to public disclosure, but are included in this proxy statement/prospectus because the AZEK-prepared projections were provided to the AZEK Board and Goldman Sachs, the James Hardie projections were provided to AZEK and the AZEK projections were provided to James Hardie. The summary of the projections is not included in this proxy statement/prospectus in order to induce any AZEK stockholder to vote in favor of the merger proposal or any of the other proposals to be voted on at the special meeting or to influence any stockholder to make any investment decision with respect to the merger, including whether or not to seek appraisal rights with respect to shares of AZEK common stock. The projections should be evaluated, if at all, in conjunction with AZEK’s

historical financial statements, James Hardie’s historical financial statements and other information regarding AZEK and James Hardie contained in or incorporated by reference into this proxy statement/prospectus and the following factors. The projections may differ, even materially, from published analyst estimates and forecasts, over which neither AZEK nor James Hardie has any control.

Although a summary of the projections is presented with numerical specificity, this information is not factual, reflects numerous estimates and assumptions that are inherently uncertain and may be beyond the control of AZEK and James Hardie and should not be relied upon as being necessarily predictive of actual future results. The projections consist entirely of forward-looking statements. Important factors that may affect actual results and cause the projections not to be achieved include any inaccuracy of the assumptions underlying the projections, including general economic conditions and trends in consumer spending on outdoor living and home exteriors, adverse trends in, among other things, inflation, interest rates, the health of the U.S. and global economies, global trade, material conversion, channel consolidation, repair and remodel and new construction activity, industrial production, consumer confidence and discretionary spending and institutional funding constraints, increases in energy, raw materials, shipping, labor and capital equipment costs, failure to achieve cost savings, recycling and manufacturing productivity initiatives, and competitive pressures and the other factors described under the section of the proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements.” The projections also reflect assumptions as to certain business decisions that are subject to change and are susceptible to multiple interpretations and to changes based on actual results, revised prospects for AZEK’s, James Hardie’s and the combined company’s businesses, the competitive environment, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the projections were prepared. In addition, the projections might be affected by AZEK’s, James Hardie’s and the combined company’s abilities to achieve proposed initiatives, objectives and targets over the applicable periods. As a result, there can be no assurance that the results set forth in the projections will be realized, and actual results may be materially better or worse than those contained in the projections.

The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased given the length of time in the future over which these assumptions apply. Any assumptions and projections in early periods, and any deviations therefrom as a result of the factors outlined above or other factors that may become applicable, could have a compounding effect on the projections shown for later periods or the difference between the projections and actual results for those periods. Thus, any failure of an assumption or projections to be reflective of actual results in an early period could have a greater effect on the projected results failing to be reflective of actual events in later periods. The inclusion of this information should not be regarded as an indication that AZEK, James Hardie, Goldman Sachs, their respective representatives or any other recipient of this information considered, or now considers, the projections to be material information of AZEK, James Hardie or the combined company, or that the projections are necessarily predictive of actual future results, nor should it be construed as financial guidance, and it should not be relied upon as such.

The projections do not take into account any circumstances or events occurring after the date that they were prepared and none of the AZEK projections, the James Hardie projections or the AZEK-adjusted James Hardie projections give effect to the merger, including any potential synergies in connection therewith. Except to the extent required by applicable U.S. federal securities law, neither AZEK nor James Hardie intend, and each expressly disclaims any responsibility, to update or otherwise revise the projections to reflect circumstances existing after the date on which it was prepared or to reflect the occurrence of future events or changes in general economic or industry conditions, even if any or all of the assumptions underlying the projections are shown to be inaccurate. Neither AZEK nor James Hardie can give any assurance that, had the projections been prepared either as of the date of the merger agreement or as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. The AZEK projections, the James Hardie projections and the AZEK-adjusted James Hardie projections do not take into account all the possible financial and other effects on AZEK or James Hardie of the merger, or the effect of any strategic or business decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the projections do not take into account the effect on AZEK or James Hardie of any possible failure of the merger to occur.

The projections were not prepared with a view to compliance with the published guidelines of the SEC regarding projections, forward-looking statements or pro forma financial information or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, published guidelines of the SEC regarding projections and forward-looking statements and the use of non-GAAP measures or GAAP.

The AZEK-prepared projections have been prepared by, and are the responsibility of, AZEK’s management team and the James Hardie projections have been prepared by, and are the responsibility of, James Hardie’s management team. Neither of PricewaterhouseCoopers LLP, AZEK’s independent auditor, nor Ernst & Young LLP, James Hardie’s independent auditor, have audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying projections and, accordingly, PricewaterhouseCoopers LLP and Ernst & Young LLP do not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP and Ernst & Young LLP reports included in this document relate to AZEK’s and James Hardie’s previously issued financial statements, respectively. They do not extend to the projections and should not be read to do so.

The projections include non-GAAP financial measures. There are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. These non-GAAP measures are included in this proxy statement/prospectus because such information was made available to the AZEK Board, Goldman Sachs and James Hardie and used in the process leading to the execution of the merger agreement, as described elsewhere in this proxy statement/prospectus. No reconciliation of non-GAAP financial measures in the projections to GAAP measures was relied upon by the AZEK Board, Goldman Sachs or James Hardie in connection with their respective evaluations of the merger. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP.

None of AZEK, James Hardie or their respective affiliates, directors, officers, advisors or other representatives has made or makes any representation to any AZEK stockholder or other person regarding the ultimate performance of AZEK or James Hardie compared to the information contained in the projections, or any representation that the results set forth in the projections will be achieved.

In light of the foregoing factors and the uncertainties inherent in the projections, AZEK stockholders are cautioned not to place undue reliance on the projections contained in this proxy statement/prospectus in making a decision regarding the merger, as the projections may be materially different than actual results.

The following is a summary of the AZEK projections.

Each of Adjusted EBITDA, Adjusted EBIT, capex, change in net working capital and unlevered free cash flow is a non-GAAP financial measure and none of these metrics should be considered as an alternative to operating income or net income as a measure of operating performance or cash flow or as a measure of liquidity.

The following is a summary of the James Hardie projections.

Each of Adjusted EBITDA, Adjusted EBIT, capex, change in net working capital and unlevered free cash flow is a non-GAAP financial measure and none of these metrics should be considered as an alternative to operating income or net income as a measure of operating performance or cash flow or as a measure of liquidity.

The following is a summary of the AZEK-Adjusted James Hardie projections. The only adjustment made from the James Hardie projections as summarized above is that AZEK adjusted to reflect a September 30 fiscal year-end.

Each of Adjusted EBITDA, Adjusted EBIT, capex, change in net working capital and unlevered free cash flow is a non-GAAP financial measure and none of these metrics should be considered as an alternative to operating income or net income as a measure of operating performance or cash flow or as a measure of liquidity.

The following is a summary of the combined company projections.

Each of Adjusted EBITDA, Adjusted EBIT, capex, change in net working capital and unlevered free cash flow is a non-GAAP financial measure and none of these metrics should be considered as an alternative to operating income or net income as a measure of operating performance or cash flow or as a measure of liquidity.

For more information on AZEK’s and James Hardie’s actual results and historical financial information, see the section titled “Where You Can Find More Information.”

In connection with the merger, AZEK’s management team presented to the AZEK Board certain unaudited cost and revenue synergies, which were expected to result from the merger and be realized by the combined company on a run-rate basis within three years following the closing of the merger transaction, in the case of the revenue synergies, and within two years following the closing of the merger transaction, in the case of the cost synergies. The synergies are based on numerous estimates and assumptions and are generally based on information and market factors known to AZEK management as of March 20, 2025, including due diligence that AZEK conducted on AZEK’s and James Hardie’s historical and current financial positions and business endeavors. The synergies will be affected by the combined company’s ability to achieve strategic goals, objectives and targets over the applicable periods. As a result, there can be no assurance that the underlying assumptions are correct or that the synergies will be realized, and actual synergies likely will differ, and may differ materially, from those reflected in the projected synergies.

The following is a summary of the synergies.

In considering the recommendation of the AZEK Board that AZEK stockholders vote “FOR” the merger proposal, AZEK stockholders should be aware that AZEK’s directors and executive officers have interests in the merger that may be different from, or in addition to, those of AZEK stockholders generally. The AZEK Board was aware of these interests and considered them, among other matters, in approving the merger agreement and recommending that the AZEK stockholders adopt the merger agreement.

The following discussion sets forth certain of these interests in the merger of each non-employee director or executive officer of AZEK.

For purposes of this disclosure:

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

At the effective time, all then-outstanding AZEK RSU Awards held by the non-employee directors will become fully vested and will be canceled in exchange for the right to receive the merger consideration in respect of each share of AZEK common stock subject to such AZEK RSU Award, less applicable tax withholdings. Based on the assumptions described above under the section of this proxy statement/prospectus entitled “The Merger—Interests of Executive Officers and Directors of AZEK in the Merger—Certain Assumptions,” the estimated aggregate amount that would become payable to AZEK’s non-employee directors in respect of their unvested non-employee director AZEK RSU Awards is $1,502,291, which excludes any grants of AZEK RSU Awards that may be made by AZEK to the non-employee directors following the date of this proxy statement/prospectus.

At the effective time, each then-outstanding AZEK RSU Award and AZEK PSU Award granted to executives of AZEK will be assumed by James Hardie and converted into (A) a James Hardie RSU Award covering a number of James Hardie ordinary shares (rounded to the nearest whole number of shares) equal to the product obtained by multiplying (1) the number of shares of AZEK common stock subject to such AZEK RSU Award or AZEK PSU Award by (2) the exchange ratio and (B) a James Hardie Cash Award having a value equal to the product obtained by multiplying (1) the number of shares of AZEK common stock subject to such AZEK RSU Award or AZEK PSU Award by (2) the cash consideration. Each James Hardie RSU Award and each James Hardie Cash Award will be subject to the same terms and conditions as were applicable to such award immediately prior to the effective time, including the vesting schedule applicable to the corresponding AZEK award, but will not be subject to any performance conditions following the closing. For purposes of the foregoing calculations, the number of shares of AZEK common stock subject to AZEK PSU Awards shall be determined based on (i) for

fiscal years 2024 and 2025, actual performance, (ii) for fiscal year 2026, if the performance period is more than half-complete at the time of closing, the greater of target and actual performance; otherwise, at target performance, and (iii) for fiscal year 2027, target performance.

Under the terms of the AZEK Executive Severance Plan, upon a termination of employment without “cause” or for “good reason” during the two years following the closing, each unvested James Hardie RSU Award and each unvested James Hardie Cash Award resulting from the conversion in the merger will vest with respect to (i) in the case of awards granted prior to the date of the merger agreement, the entirety of the award and (ii) in the case of awards granted following the date of the merger agreement, the portion of the award that would have vested within 12 months following the termination. See the section of this proxy statement/prospectus entitled “The Merger—Interests of Executive Officers and Directors of AZEK in the Merger—Quantification of Potential Payments” for an estimate of the amounts that would become payable to each AZEK named executive officer in respect of their unvested AZEK RSU Awards and AZEK PSU Awards. Based on the assumptions described above under the section of this proxy statement/prospectus entitled “The Merger—Interests of Executive Officers and Directors of AZEK in the Merger—Certain Assumptions,” the estimated aggregate amounts that would become payable to AZEK’s two current executive officers who are not named executive officers in respect of their unvested AZEK RSU Awards and AZEK PSU Awards is $2,413,313.

At the effective time, each then-outstanding Settled AZEK Stock Option will be canceled in exchange for the right to receive an amount in cash equal to the value of the merger consideration, less the exercise price and applicable tax withholdings.

At the effective time, each then-outstanding AZEK Stock Option, other than any Settled AZEK Stock Option , will be assumed by James Hardie and converted into a James Hardie Stock Option to purchase a number of ordinary shares of James Hardie (rounded down to the nearest whole number of shares) equal to the product of (A) the number of shares of AZEK common stock subject to such AZEK Stock Option multiplied by (B) the equity award exchange ratio, which James Hardie Stock Option shall have an exercise price per James Hardie ordinary share equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of AZEK common stock subject to such AZEK Stock Option by (B) the equity award exchange ratio. Each James Hardie Stock Option will be subject to the same terms and conditions as were applicable to such award immediately prior to the effective time, including the vesting schedule applicable to the corresponding AZEK Stock Option.

Under the terms of the AZEK Executive Severance Plan, upon a termination of employment without “cause” or for “good reason” during the two years following the closing, each unvested James Hardie Stock Option will vest with respect to (i) in the case of awards granted prior to the date of the merger agreement, the entirety of the award and (ii) in the case of awards granted following the date of the merger agreement, the portion of the award that would have vested within 12 months following the termination. James Hardie Stock Options held upon such qualifying termination will remain outstanding and exercisable for one year following such termination, or such later date as specified in the applicable award agreement. See the section of this proxy statement/prospectus entitled “The Merger—Interests of Executive Officers and Directors of AZEK in the Merger—Quantification of Potential Payments” for an estimate of the amounts that would become payable to each AZEK named executive officer in respect of their unvested AZEK Stock Option Awards. Based on the assumptions described above under the section of this proxy statement/prospectus entitled “The Merger—Interests of Executive Officers and Directors of AZEK in the Merger—Certain Assumptions,” the estimated aggregate amounts that would become payable to AZEK’s two executive officers who are not named executive officers in respect of unvested AZEK Stock Option Awards is $202,574.

AZEK sponsors the AZEK Executive Severance Plan and has entered into participation agreements with each of its executive officers. Participants in the AZEK Executive Severance Plan are eligible for severance benefits in the event of a qualifying termination, which includes a termination by AZEK without cause or by the participant for good reason, subject to participant’s execution of a release of claims in favor of AZEK and its affiliates, including, on and following completion of the merger, James Hardie and its affiliates (such release of claims, the “Release”) and continued compliance with confidentiality, non-disparagement, non-competition and

non-solicitation covenants. If the qualifying termination occurs within 24 months following a change in control, which includes the closing, in addition to the equity award treatment described in the sections of this proxy statement/prospectus entitled “The Merger—Interests of Executive Officers and Directors of AZEK in the Merger—Treatment of RSU Awards and PSU Awards” and “The Merger—Interests of Executive Officers and Directors of AZEK in the Merger—Treatment of Stock Options,” the executive officer will be entitled to receive the following payments and benefits:

See the section of this proxy statement/prospectus entitled “The Merger—Interests of Executive Officers and Directors of AZEK in the Merger—Quantification of Potential Payments” for an estimate of the cash severance amounts that would become payable to each AZEK named executive officer under the AZEK Executive Severance Plan. Based on the assumptions described above under the section of this proxy statement/prospectus entitled “The Merger—Interests of Executive Officers and Directors of AZEK in the Merger—Certain Assumptions,” the estimated aggregate amounts of cash severance that would become payable to AZEK’s two executive officers who are not named executive officers is $2,842,000.

AZEK has the right to grant cash retention awards to AZEK employees, including AZEK executive officers prior to closing (subject to a cap of $4.35 million in the aggregate for retention awards granted to the senior leadership team). These awards vest in equal installments upon the closing and upon the six-month anniversary of the closing, subject to employment through the applicable vesting date, or upon a qualifying termination of employment following the closing but prior to the six-month anniversary of the closing, subject to the employee’s execution of a Release. See the section of this proxy statement/prospectus entitled “The Merger—Interests of Executive Officers and Directors of AZEK in the Merger—Quantification of Potential Payments” for the amounts that would become payable to each AZEK named executive officer in respect of any cash retention awards granted to them. Based on the assumptions described above under the section of this proxy statement/prospectus entitled “The Merger—Interests of Executive Officers and Directors of AZEK in the Merger—Certain Assumptions,” the estimated aggregate amounts that would become payable to AZEK’s two executive officers who are not named executive officers in respect of cash retention awards is $800,000.

Each non-employee director and executive officer of AZEK, pursuant to The AZEK Company 2020 Omnibus Incentive Compensation Plan, is subject to a Section 280G net-best cutback provision, such that if any payments or benefits payable to such non-employee director or executive officer constitute “parachute payments” under Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits will be either (i) delivered in full or (ii) delivered to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by such non-employee director or executive officer on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. None of the AZEK non-employee directors or executive officers are entitled to an excise tax gross-up.

In connection with the merger, AZEK may, subject to prior consultation with James Hardie, take certain tax-planning actions to mitigate any adverse tax consequences under the “golden parachute” provisions of

Sections 280G and 4999 of the Code that could arise in connection with the completion of the merger. The tax-planning and mitigation actions may include accelerating payments that would have vested and otherwise become payable in calendar year 2026 in the ordinary course of business. As of the date of this proxy statement, the AZEK Board or a committee thereof has not approved specific actions that it will take to mitigate the potential impact of the excise tax imposed on amounts that constitute “excess parachute payments” under Section 280G of the Code on any affected individuals (including executive officers).

Certain executive officers of AZEK may become officers or employees or otherwise be retained to provide services to James Hardie or the combined company or their respective affiliates. Any executive officers who become officers or employees or who otherwise are retained to provide services to James Hardie or the combined company or their respective affiliates may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by James Hardie or the combined company or their affiliates. As of the date of this proxy statement/prospectus, no new individualized compensation arrangements between such persons and James Hardie or the combined company or their affiliates have been established. It is expected that upon and after the effective time, Jesse Singh, Gary Hendrickson and Howard Heckes, each of whom are current members of the AZEK Board, will be appointed to the combined company board.

The merger agreement provides that, for six years following the completion of the merger, the surviving corporation will provide current and former directors and officers of AZEK with exculpation, indemnification and advancement of expenses with respect to acts or omissions prior to completion of the merger that are equivalent to those currently provided by equivalent provisions of the AZEK certificate of incorporation and AZEK bylaws as in effect immediately prior to the completion of the merger. In addition, prior to the merger, AZEK or James Hardie will cause the surviving corporation, as of or after the completion of the merger, to purchase a six-year prepaid policy, with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under AZEK’s existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance, with respect to matters arising on or before the completion of the merger, including in connection with the merger agreement and the transactions contemplated thereby (provided that neither AZEK nor James Hardie will pay, and the surviving corporation will not be required to pay, in excess of 300% of the last annual premium paid by AZEK prior to the date of the merger agreement in respect of such policy).

The table below sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each named executive officer of AZEK that is based on or otherwise relates to the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the merger-related compensation payable to the named executive officers of AZEK. The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur before closing. For purposes of calculating such amounts, the following assumptions were used: