The AZEK Company Inc

Item 1A. Risk Factors.

TheExcept as set forth below, there have been no material changes to the risk factors previously disclosed under the heading Risk Factors in our 2024 Form 10-K. You should carefully consider the risk factors in our 2024 Form 10-K and our other filings made with the SEC in addition to the risk factors set forth below. You should be aware that such risk factors and other information may not describe every risk we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Risks Relating to Our Business and Industry

Changes in trade policies, including the imposition of tariffs, could negatively impact our business, financial condition and results of operations.

The United States has implemented tariffs on a wide variety of goods across multiple countries and indicated that additional tariffs may be imposed. In addition, in response to such tariffs, some countries have announced or imposed tariffs on goods made in the United States. While the majority of our supply chain, including with respect to raw materials, is U.S.-based, we import certain raw materials, mainly steel and aluminum, and such imports may originate from countries that are currently subject to U.S.-based tariffs and may be subject to increased tariffs in the future. Further, while the vast majority of our sales comes from North America, increased or prolonged tariffs could indirectly depress demand for our products or increase the cost to manufacture our products by increasing the price of the materials used in our manufacturing processes, whether or not imported. Such decreased demand and/or increased manufacturing costs, as well as other adverse consequences of tariffs and other changes to U.S. and global trade policy, could hurt our competitive position and adversely impact our business, financial condition and results of operations.

Risks Relating to the Proposed Merger with James Hardie

Because the market price of James Hardie ordinary shares may fluctuate, holders of our common stock cannot be certain of the market value of the merger consideration they will receive in the Merger.

On March 23, 2025, we entered into the Merger Agreement with James Hardie. The Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth therein, we will be merged with, and therefore become, an indirect wholly owned subsidiary of James Hardie at the Effective Time.

On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of Company Common Stock, issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock held by us as treasury stock, directly by James Hardie or Merger Sub or by any dissenting stockholder) will be canceled and converted into the right to receive from James Hardie (i) $26.45 in cash, without interest, and (ii) 1.0340 James Hardie ordinary shares, as well as cash in lieu of fractional shares. The exchange ratio is fixed and will not be adjusted for changes in the market price of either James Hardie ordinary shares or Company Common Stock. Changes in the price of James Hardie ordinary shares prior to the Merger will affect the value that holders of Company Common Stock will receive in the Merger.

There will be a time lapse between the date of this Quarterly Report on Form 10-Q and the date on which our stockholders entitled to receive shares of James Hardie ordinary shares actually receive such shares. The market value of James Hardie ordinary shares may fluctuate during such period as a result of a variety of factors, including general market and economic conditions, regulatory considerations, including changes in U.S. monetary policy and its effect on global financial markets and on interest rates, changes in James Hardies or our business, operations and prospects and the impact that any of the foregoing may have on James Hardie, us or the customers or other constituencies of James Hardie or us, many of which factors are beyond James Hardies or our control.

The required regulatory approval for the Merger may not be received, may take longer than expected or may impose conditions that are not currently anticipated or that could have an adverse effect on the combined company following the Merger.

Before the Merger may be completed, the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, relating to the completion of the Merger must have expired or been terminated. Under the Merger Agreement, we and James Hardie have each agreed to use our respective reasonable best efforts to obtain such authorizations and

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consents, and James Hardie has agreed to take any and all steps necessary, subject to certain limitations set forth in the Merger Agreement, 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, there can be no assurance that this approval will be obtained in a timely fashion or at all, that regulators will not subject such approval to conditions, limitations, obligations or restrictions or that any such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the Merger Agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the Merger or otherwise reducing the anticipated benefits of the Merger. If the consummation of the Merger is delayed, including by a delay in receipt of the required regulatory approval, our business, financial condition and results of operations may be materially adversely affected.

The Merger Agreement may be terminated in accordance with its terms, and the Merger may not be completed. Such failure to complete the transactions contemplated by the Merger Agreement could cause our results to be adversely affected or our stock price to decline.

The Merger Agreement contains certain termination rights for both James Hardie and us that, if exercised, would result in the Merger not being consummated. If the transactions contemplated by the Merger Agreement, including the Merger, are not completed for any reason, there may be various adverse consequences, and we may experience negative reactions from the financial markets, such as a decline in our stock price, and from our respective customers and employees. Furthermore, certain costs related to such transactions, such as legal, accounting and financial advisory fees, must be paid even if such transactions, including the Merger, are not completed. Moreover, we may be required to pay a termination fee of $272 million to James Hardie upon a termination of the Merger Agreement in certain circumstances, which are described in more detail below under the risk factor titled The Merger Agreement limits our ability to pursue alternatives to the Merger and may discourage other companies from trying to acquire us. If the Merger Agreement is terminated and we seek another merger or business combination, there can be no assurance that we will be able to find a party willing to engage in a transaction on more attractive terms than the Merger. A failure to complete the transactions contemplated by the Merger Agreement, whether because of a failure to receive the required approval of our stockholders, because of a failure to obtain the required regulatory approval or because we have breached our obligations in a way that permits James Hardie to terminate the Merger Agreement in accordance with its terms, or for any other reason, could cause our business, financial condition and results of operations to be materially adversely affected or our stock price to decline significantly, particularly to the extent that the current market price reflects a market assumption that the merger will be consummated.

We will be subject to business uncertainties and contractual restrictions while the Merger is pending.

During the period prior to the closing of the Merger and pursuant to the terms of the Merger Agreement, our business is exposed to certain incremental risks and contractual restrictions that could harm our business relationships, financial condition, results of operations, and business. Uncertainty about the effect of the Merger on employees and customers may have an adverse effect on us. This uncertainty may impair our ability to attract, retain and motivate key personnel until the Merger is completed, as such personnel may experience uncertainty about their future roles following the consummation of the Merger, and could cause customers, suppliers, vendors and others that deal with us to seek to change existing business relationships with us.

The pursuit of the Merger and the preparation for the integration may place a burden on our and James Hardies management and internal resources. Managements and key personnels time and attention may be diverted from our ordinary business operations, and difficulties may be encountered in the transition and integration process, which may have a material adverse effect on each companys business, financial condition and results of operations.

The Merger Agreement restricts us from taking certain actions without James Hardies consent. Under the terms of the Merger Agreement, subject to certain exceptions, we and James Hardie have agreed to use commercially reasonable efforts to conduct our respective businesses in the ordinary course prior to closing, and we and James Hardie have agreed not to take certain actions. These restrictions on the conduct of our business and our ability to take such actions could cause us to be unable to pursue beneficial opportunities, sell assets, incur indebtedness, engage in significant capital expenditures, enter into other transactions or make other changes to our business prior to the completion of the Merger. These restrictions could have a material adverse effect on our business, financial condition and results of operations.

The Merger Agreement limits our ability to pursue alternatives to the Merger and may discourage other companies from trying to acquire us.

The Merger Agreement contains no shop covenants that restrict our ability to, directly or indirectly, initiate, seek, solicit, knowingly encourage, knowingly facilitate, knowingly induce or knowingly take any other action that would reasonably be expected to lead to an acquisition proposal, engage in negotiations or discussions with any person (other than James Hardie and its representatives) relating to or in order to facilitate or encourage any acquisition proposal or provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any acquisition proposal, subject to certain exceptions.

The Merger Agreement further provides that, during the twelve (12)-month period following the termination of the Merger Agreement under specified circumstances, including the entry into a definitive agreement or consummation of a transaction with

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respect to an alternative acquisition proposal, we may be required to pay a termination fee of $272 million to James Hardie. These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of our business from considering or proposing that acquisition.

The Merger will not be completed unless important conditions, including adoption of the Merger Agreement by our stockholders, are satisfied or waived.

Specified conditions set forth in the Merger Agreement must be satisfied or waived to complete the Merger. If the conditions are not satisfied or, subject to applicable law, waived, the Merger will not occur or will be delayed, and each of us and James Hardie may lose some or all of the intended benefits of the Merger. The following conditions must be satisfied or waived, if permissible, before we and James Hardie are obligated to complete the Merger: (i) adoption of the Merger Agreement by the requisite majority of our stockholders, (ii) authorization for listing on the New York Stock Exchange of the James Hardie ordinary shares to be issued in the Merger, subject to official notice of issuance, (iii) the expiration or termination of the applicable waiting period under the HSR Act, (iv) effectiveness of the registration statement on Form F-4 for the James Hardie ordinary shares to be issued in the Merger, and (v) the absence of any order or law after the date of the Merger Agreement enjoining or prohibiting the consummation of the Merger. The parties obligations to complete the Merger are also subject to certain additional customary conditions, including (a) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (b) the absence of a Material Adverse Effect (as defined in the Merger Agreement) on the other party since the date of the Merger Agreement and (c) performance in all material respects by the other party of its obligations under the Merger Agreement.

Our stockholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over management.

Our stockholders currently have the right to vote in the election of our board of directors and on other matters affecting us. Upon the completion of the Merger, our stockholders will be stockholders of James Hardie with a percentage ownership of James Hardie that is smaller than such stockholders current percentage ownership of us. Upon completion of the transaction, former holders of Company Common Stock are expected to own approximately 26% of the combined company. Because of this, our stockholders will have less influence on the management and policies of the combined company than they now have on our management and policies.