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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 1-15240
JAMES HARDIE INDUSTRIES plc
(Exact name of Registrant as specified in its charter)
Ireland98-0382260
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1st Floor, Block A
One Park Place
Upper Hatch Street, Dublin 2
(Address of principal executive offices)
D02 FD79, Ireland
(Zip Code)
Registrant’s telephone number, including area code: 353 1411 6924
Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class:Trading Symbol:Name of each exchange on which registered:
Ordinary shares, 0.59 Euro par value per shareJHXNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☒  Yes   ☐  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  ☒  Yes   ☐  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ☐ Yes ☒ No
As of July 31, 2026, the registrant had 580,522,488 shares of common stock outstanding.
.


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PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited)

James Hardie Industries plc
Condensed Consolidated Balance Sheets
(Millions of U.S. dollars)
(Unaudited)
June 30,
2026
March 31,
2026
Assets
Current assets:
Cash and cash equivalents$289.9 $269.2 
Restricted cash and cash equivalents32.1 75.2 
Restricted short-term investments — Asbestos212.9 198.5 
Accounts and other receivables, net499.6 517.3 
Inventories612.1 635.7 
Prepaid expenses and other current assets101.8 120.0 
Assets held for sale10.8 10.9 
Total current assets1,759.2 1,826.8 
Property, plant and equipment, net3,051.4 3,084.6 
Operating lease right-of-use assets130.3 133.4 
Finance lease right-of-use assets97.7 100.8 
Goodwill4,775.8 4,780.4 
Intangible assets, net 3,260.5 3,340.1 
Deferred income taxes71.3 73.3 
Deferred income taxes — Asbestos276.3 282.5 
Other assets70.9 66.7 
Total assets$13,493.4 $13,688.6 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities$699.6 $712.5 
Accrued payroll and employee benefits124.7 167.9 
Operating lease liabilities33.6 32.9 
Finance lease liabilities6.3 5.6 
Long-term debt, current portion43.8 43.8 
Accrued product warranties11.1 10.7 
Income taxes payable26.5 13.1 
Asbestos liability128.8 128.3 
Other liabilities35.1 42.6 
Total current liabilities1,109.5 1,157.4 
Long-term debt4,232.9 4,491.2 
Deferred income taxes426.3 399.7 
Operating lease liabilities109.5 114.3 
Finance lease liabilities95.9 97.9 
Accrued product warranties53.9 53.3 
Asbestos liability851.4 880.3 
Other liabilities73.4 69.0 
Total liabilities6,952.8 7,263.1 
Commitments and contingencies (Note 11)
Shareholders’ equity:
Common stock, Euro 0.59 par value, 2.0 billion shares authorized; 580,354,409 shares issued and outstanding at June 30, 2026 and 580,174,308 shares issued and outstanding at March 31, 2026
326.8 326.7 
Additional paid-in capital4,329.4 4,315.4 
Retained earnings1,934.0 1,829.7 
Accumulated other comprehensive loss(49.6)(46.3)
Total shareholders’ equity6,540.6 6,425.5 
Total liabilities and shareholders’ equity$13,493.4 $13,688.6 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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James Hardie Industries plc
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)
Three Months Ended June 30,
(Millions of U.S. dollars, except per share data)20262025
Net sales$1,474.6 $899.9 
Cost of goods sold925.9 563.0 
Gross profit548.7 336.9 
Selling, general and administrative expenses295.4 156.1 
Research and development expenses15.4 12.1 
Restructuring expenses5.2 — 
Acquisition related expenses16.6 29.4 
Asbestos adjustments(1.6)0.7 
Operating income217.7 138.6 
Interest, net61.5 37.8 
Other (income) expense, net(1.1)11.1 
Income before income taxes157.3 89.7 
Income tax expense53.0 27.1 
Net income$104.3 $62.6 
Income per share:
Basic$0.18 $0.15 
Diluted$0.18 $0.15 
Weighted average common shares outstanding (Millions):
Basic580.3 429.9 
Diluted584.3 431.1 
Comprehensive income, net of tax:
Net income$104.3 $62.6 
Currency translation adjustments(8.6)24.3 
Cash flow hedges5.3 — 
Comprehensive income$101.0 $86.9 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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James Hardie Industries plc
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)
Three Months Ended June 30, 2026
(Millions of U.S. dollars)Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive Loss
Total
Balances as of March 31, 2026
$326.7 $4,315.4 $1,829.7 $(46.3)$6,425.5 
Net income— — 104.3 — 104.3 
Other comprehensive loss— — — (3.3)(3.3)
Share-based compensation— 12.0 — — 12.0 
Issuance of common stock, net of shares withheld for taxes0.1 1.0 — — 1.1 
Exercise of vested stock options— 1.0 — — 1.0 
Balances as of June 30, 2026
$326.8 $4,329.4 $1,934.0 $(49.6)$6,540.6 
Three Months Ended June 30, 2025
(Millions of U.S. dollars)Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive Loss
Total
Balances as of March 31, 2025
$222.1 $271.9 $1,725.7 $(58.2)$2,161.5 
Net income— — 62.6 — 62.6 
Other comprehensive income— — — 24.3 24.3 
Share-based compensation— 6.9 — — 6.9 
Issuance of common stock, net of shares withheld for taxes— 1.0 — — 1.0 
Balances as of June 30, 2025
$222.1 $279.8 $1,788.3 $(33.9)$2,256.3 
The accompanying notes are an integral part of these condensed consolidated financial statements.


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James Hardie Industries plc
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended June 30,
(Millions of U.S. dollars)20262025
Cash Flows from Operating Activities
Net income$104.3 $62.6 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization168.8 56.5 
Lease expense12.5 8.3 
Deferred income taxes29.0 13.8 
Share-based compensation12.0 6.9 
Asbestos adjustments(1.6)0.7 
Non-cash restructuring expenses1.7 — 
Non-cash interest expense2.9 33.6 
Other, net7.3 22.1 
Changes in operating assets and liabilities:
Accounts and other receivables56.0 77.7 
Inventories26.0 (26.8)
Operating lease assets and liabilities, net(14.3)(7.9)
Prepaid expenses and other assets(20.6)(16.9)
Insurance receivable — Asbestos0.8 0.9 
Accounts payable and accrued liabilities(10.8)33.3 
Claims and handling costs paid — Asbestos(33.1)(29.3)
Income taxes payable13.6 4.6 
Other accrued liabilities and interest(10.5)(33.2)
Net cash provided by operating activities$344.0 $206.9 
Cash Flows from Investing Activities
Purchases of property, plant and equipment$(89.8)$(103.2)
Capitalized interest (2.1)
Purchase of restricted investments — Asbestos(76.1)(56.6)
Proceeds from restricted investments — Asbestos62.3 56.6 
Net cash used in investing activities$(103.6)$(105.3)
Cash Flows from Financing Activities
Proceeds from senior secured notes$ $1,700.0 
Proceeds from revolving facility530.0 — 
Repayments of term loans(10.9)(290.6)
Repayments of revolving facility(380.0)— 
Repayment of senior unsecured notes(400.0)— 
Debt issuance costs paid (6.3)
Proceeds from exercise of vested stock options1.0 — 
Repayment of finance lease obligations(1.4)(0.3)
Cash paid for shares withheld for taxes(0.1)— 
Net cash (used in) provided by financing activities$(261.4)$1,402.8 
Effects of exchange rate changes on cash and cash equivalents, restricted cash and restricted cash — Asbestos$(1.4)$1.8 
Net (decrease) increase in cash and cash equivalents, restricted cash and restricted cash — Asbestos(22.4)1,506.2 
Cash and cash equivalents, restricted cash and restricted cash — Asbestos at beginning of period344.4 605.6 
Cash and cash equivalents, restricted cash and restricted cash — Asbestos at end of period$322.0 $2,111.8 
Non-Cash Investing and Financing Activities
Capital expenditures incurred but not yet paid$27.1 $19.6 
Non-cash ROU assets obtained in exchange for new lease liabilities$9.4 $2.7 
Supplemental Disclosure of Cash Flow Activities
Cash paid for interest$41.2 $4.6 
The accompanying notes are an integral part of these condensed consolidated financial statements.
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James Hardie Industries plc
Notes to Condensed Consolidated Financial Statements (Unaudited)
1.  Organization and Significant Accounting Policies
Nature of Operations
James Hardie Industries plc (“JHI plc”) and its direct and indirect wholly-owned subsidiaries and variable interest entity (“VIE”) are collectively referred to as “James Hardie”, or the “Company”, “we”, “our” or “us”. The Company is a leading provider of exterior home and outdoor living solutions, with a portfolio that includes fiber cement siding and trim, fiber gypsum interior walls and floors, and composite and PVC decking and railing products, primarily in the United States, Australia, Europe and New Zealand. On July 1, 2025, the Company completed its acquisition of The AZEK Company Inc. (“AZEK”), an industry-leading designer and manufacturer of low maintenance and environmentally sustainable outdoor living products, with manufacturing and recycling facilities in the United States.
Basis of Presentation
The Company operates on a fiscal year ending March 31; the term “$” refers to U.S. dollars; the term “A$” refers to Australian dollars. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”) for interim financial information, and in management's opinion, includes all adjustments, consisting of only normal and recurring adjustments, necessary for the fair statement of the Company's financial position, results of operations and cash flows for the interim periods presented. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. Interim financial results are not necessarily indicative of results anticipated for the full fiscal year or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (“2026 Form 10-K”) from which the prior year balance sheet information herein was derived. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expense, and related disclosures. Actual results could differ from those estimates.
The Company has recorded on its condensed consolidated balance sheets certain foreign assets and liabilities, that are denominated in foreign currencies and subject to translation or remeasurement into U.S. dollars at each reporting date under the applicable accounting guidance. Unless otherwise noted, the Company converts foreign currency denominated assets and liabilities into U.S. dollars at the spot rate at the end of the reporting period; while revenues and expenses are converted using an average exchange rate for the period.
Certain prior period amounts have been reclassified to conform to the current period presentation. On the Condensed Consolidated Balance Sheets, Restricted cash and cash equivalents Asbestos has been reclassified to Restricted cash and cash equivalents, Insurance receivable Asbestos and Workers’ compensation Asbestos have been reclassified to Prepaid expenses and other current assets, Other assets, or Other liabilities depending on their respective category.
Summary of Significant Accounting Policies
There have been no material changes in the Company’s significant accounting policies that were disclosed in the 2026 Form 10-K.
6


Restricted Cash and Cash Equivalents
The following table provides a reconciliation of Cash and cash equivalents and Restricted cash and cash equivalents reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows:
June 30,March 31,
(Millions of U.S. dollars)20262026
Cash and cash equivalents$289.9 $269.2 
Restricted cash and cash equivalents5.0 5.0 
Restricted cash and cash equivalents — Asbestos27.1 70.2 
Total$322.0 $344.4 
Restricted cash and cash equivalents relates to letters of credit with insurance companies, which restrict the cash from use for general corporate purposes.
Restricted cash and cash equivalents Asbestos is restricted to the settlement of asbestos claims and for the payment of the operating costs of Asbestos Injuries Compensation Fund (“AICF”).
Earnings Per Share
Basic earnings per share (“EPS”) is calculated using net income divided by the weighted average number of common shares outstanding during the period. Diluted EPS is similar to basic EPS except that the weighted average number of common shares outstanding is increased to include the number of additional common shares calculated using the treasury stock method that would have been outstanding if the dilutive potential common shares, such as stock options and restricted stock units, had been issued.
The following table sets forth the computation of basic and diluted earnings per share:
Three Months
Ended June 30,
(Millions of U.S. dollars and shares, except per share data)20262025
Net income$104.3 $62.6 
Basic common shares outstanding580.3 429.9 
Dilutive effect of stock awards4.0 1.2 
Diluted common shares outstanding584.3 431.1 
Net income per share of common stock:
Basic $0.18 $0.15 
Diluted$0.18 $0.15 
There were 0.2 million of potential common shares which would be considered anti-dilutive for the three months ended June 30, 2026. There were no potential common shares which would be considered anti-dilutive for the three months ended June 30, 2025.
Potential common shares of 1.6 million and 0.8 million for the three months ended June 30, 2026 and 2025 respectively, have been excluded from the calculation of diluted common shares outstanding as they are considered contingent shares which are not expected to vest.
Upon the completion of the acquisition of AZEK, the Company issued 148,861,787 CHESS Depositary Units of Foreign Securities (“CUFS”), which represent underlying shares of our ordinary shares, also referred to as our common shares or common stock (“Common Stock” or “Common Shares”), on July 1, 2025.
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Accounting Standards Issued But Not Yet Adopted
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The amendments in this standard require disaggregation of specific expense categories in the notes to the financial statements and a qualitative description of the remaining expense amounts not separately disaggregated. These amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company plans to adopt ASU No. 2024-03 starting with its annual report for the fiscal year ending March 31, 2028 and is currently evaluating the impact of the guidance to the consolidated financial statements.
2.  Business Combination
On July 1, 2025 (the “Acquisition Date”), the Company completed the acquisition of AZEK which became a wholly-owned subsidiary of the Company. The business combination was accounted for under the acquisition method of accounting. Under such guidance, the Company measured identifiable assets acquired, liabilities assumed and any noncontrolling interests in the acquiree at their fair values as of the Acquisition Date. The Company’s accounting for the acquisition is final.
The following table summarizes the final allocation of the purchase price to the identifiable assets acquired and liabilities assumed as of the Acquisition Date.
(Millions of U.S. dollars)Assets Acquired and
Liabilities Assumed
Cash and cash equivalents$330.1 
Accounts and other receivables102.4 
Inventories280.0 
Prepaid expenses and other current assets21.7 
Property, plant and equipment838.2 
Intangible assets3,370.0 
Other assets - non-current135.1 
Total assets acquired$5,077.5 
Accounts payable and accrued liabilities$211.2 
Other liabilities - current74.0 
Deferred tax liabilities, net813.0 
Other liabilities - non-current158.1 
Total liabilities assumed$1,256.3 
Net assets acquired$3,821.2 
Amount of goodwill recognized$4,572.3 
Total consideration transferred$8,393.5 
Goodwill of $4,572.3 million arising from the acquisition is calculated as the excess of the purchase price over the net assets acquired and is attributable to expected synergies, expanded market opportunities, and enhanced delivery network capabilities. Goodwill related to this acquisition is expected to be nondeductible for tax purposes. See Note 6, “Goodwill and Other Intangible Assets” for more information.
During the three months ended June 30, 2026 and 2025, the Company recorded acquisition-related costs in the condensed consolidated statements of operations and comprehensive income statement of $16.6 million and $29.4 million, respectively. For the three months ended June 30, 2026 all costs incurred
8


were integration related costs and for the three months ended June 30, 2025 all costs incurred were transaction related costs.
Supplemental Pro Forma Results of Operations
The following unaudited supplemental pro forma financial information presents the Company’s consolidated results of operations as if the acquisition had been completed on April 1, 2024, but using the fair values of the assets acquired and liabilities assumed as of the closing date of the acquisition. This pro forma presentation does not include any impact of transaction synergies. The pro forma results are not necessarily indicative of our results of operations that actually would have been achieved had the acquisition been completed on the assumed date, nor are they necessarily indicative of future results.
Three Months Ended June 30,
(Millions of U.S. dollars)
2025
(Unaudited)
Revenue$1,316.5 
Net income$72.5 
The pro forma results include adjustments directly attributable to the business combination. The adjustments relate to purchase accounting, primarily amortization of intangible assets and the impact of the acquisition financing.
3. Revenues
The Company's presentation of revenue by reportable segment most reasonably depicts how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic and market-specific factors. The Company recognizes revenues when the requisite performance obligation has been met, that is, when the Company transfers control of its products to customers per the arranged shipping terms, which may be at time of shipment or upon delivery depending on the terms of the underlying contract.
The following represents the Company’s disaggregated revenues:
Three Months Ended June 30,
(Millions of U.S. dollars)20262025
Siding & Trim$859.8 $641.8 
Deck, Rail & Accessories305.1 — 
Australia & New Zealand153.3 121.6 
Europe156.4 136.5 
Total$1,474.6 $899.9 
The process by which the Company recognizes revenues is similar across each of the Company's reportable segments. The Company records estimated reductions in sales for customer rebates and discounts including volume, promotional, cash and other discounts. Rebates and discounts are recorded in Net sales based on management’s best estimate when products are sold. The estimates are based on historical experience for similar programs and products, and contractual obligations. Management reviews these rebates and discounts on an ongoing basis and the related accruals are adjusted, if necessary, as additional information becomes available.
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4.  Inventories
Inventories consist of the following components:
June 30,March 31,
(Millions of U.S. dollars)20262026
Finished goods$433.7 $453.0 
Work-in-process51.0 53.5 
Raw materials and supplies144.0 145.1 
Provision for obsolete finished goods and raw materials(16.6)(15.9)
Total$612.1 $635.7 
5.  Property, Plant and Equipment
Property, plant and equipment consist of the following components:
June 30,March 31,
(Millions of U.S. dollars)20262026
Land$122.8 $121.7 
Buildings1,040.4 995.2 
Machinery and equipment3,395.8 3,203.3 
Construction in progress376.3 555.1 
Property, plant and equipment, at cost4,935.3 4,875.3 
Less accumulated depreciation(1,883.9)(1,790.7)
Property, plant and equipment, net$3,051.4 $3,084.6 
Depreciation expense for the three months ended June 30, 2026 and 2025 was $87.6 million and $55.2 million, respectively.
6. Goodwill and Other Intangible Assets
Goodwill
The following are the changes in the carrying value of goodwill:
(Millions of U.S. dollars)EuropeSiding & TrimDeck, Rail & AccessoriesTotal
Balance - March 31, 2026
$205.0 $1,141.2 $3,434.2 $4,780.4 
Foreign exchange impact(1.5)— — (1.5)
Adjustments to Acquisition of The AZEK Company— (0.8)(2.3)(3.1)
Balance - June 30, 2026
$203.5 $1,140.4 $3,431.9 $4,775.8 

Intangible Assets
The following are the net carrying amount of indefinite lived intangible assets other than goodwill:
June 30,March 31,
(Millions of U.S. dollars)20262026
Trade names$117.3 $118.2 
Other7.6 7.4 
Total$124.9 $125.6 
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The following are the net carrying amount of amortizable intangible assets:
June 30, 2026
(Millions of U.S. dollars)Lives in YearsGross Carrying AmountAccumulated AmortizationNet Carrying
Amount
Customer Relationships
2 to 18
$2,880.0 $(228.4)$2,651.6 
Trade Names
5 to 15
330.0 (26.7)303.3 
Technology
10
210.0 (29.3)180.7 
Total$3,420.0 $(284.4)$3,135.6 
March 31, 2026
(Millions of U.S. dollars)Lives in YearsGross Carrying AmountAccumulated AmortizationNet Carrying
Amount
Customer Relationships
2 to 18
$2,880.3 $(165.8)$2,714.5 
Trade Names
5 to 15
330.0 (19.6)310.4 
Technology
10
210.0 (20.4)189.6 
Total$3,420.3 $(205.8)$3,214.5 
The amortization of intangible assets was $78.9 million and $1.3 million and for the three months ended June 30, 2026 and 2025, respectively. As of June 30, 2026, the remaining weighted average amortization period for acquired intangible assets was 16.4 years.
7.  Debt
The Company’s debt obligations are as follows:
June 30,March 31,
(Millions of U.S. dollars)20262026
Secured debt:
5.875% Senior notes due 2031
$700.0 $700.0 
6.125% Senior notes due 2032
1,000.0 1,000.0 
Revolving Facility1
150.0 — 
Term A-1 Facility1, due 2028
750.0 750.0 
Term A-2 Facility1, due 2030
1,706.3 1,717.2 
Unsecured debt:
5.000% Senior notes due 2028
 400.0 
Unamortized debt issuance costs(29.6)(32.2)
Total debt4,276.7 4,535.0 
Less current portion(43.8)(43.8)
Total Long-term debt$4,232.9 $4,491.2 
Weighted average interest rate of total debt5.5 %5.5 %
Fair value of Senior unsecured notes (Level 1)
$ $395.0 
Fair value of Senior secured notes (Level 1)
$1,706.8 $1,685.5 
____________
1.As of June 30, 2026, the carrying value of the Company's senior secured credit facilities (the “Credit Facilities”) of $2,606.3 million approximates fair value, as the interest rate is variable and reflects current market rates.
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Debt Facilities - Terminated
In June 2026, the Company redeemed its $400 million senior unsecured notes due 2028 using cash on hand as well as a draw on its Revolving Facility, and the remaining associated debt issuance costs of $1.0 million were written off to interest expense.
Guarantees and Compliance
As of June 30, 2026, the Company was in compliance with all of its covenants contained in the indenture governing the senior secured notes and the credit agreement governing the Credit Facilities. For additional information regarding such indenture and credit agreement, including a summary of their terms, see Note 8, “Debt”, to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
Off Balance Sheet Arrangements
As of June 30, 2026, the Company had $12.0 million of issued but undrawn letters of credit and bank guarantees, of which $6.8 million is supported under the Revolving Facility. These letters of credit and bank guarantees relate to various operational matters including insurance, performance bonds and other items. As of June 30, 2026, the Company had $150.0 million outstanding borrowings under the Revolving Facility under the Credit Facility, leaving the Company with $843.2 million of available borrowing capacity under the Revolving Facility.
8.  Asbestos
The following is a detailed rollforward of the Net Unfunded Amended and Restated Final Funding Agreement (“AFFA”) liability, net of tax, for the three months ended June 30, 2026:
(Millions of U.S. dollars)  Asbestos
Liability
Insurance
Receivables
Restricted
Cash and
Investments
Other
Assets
and
Liabilities
Net
Unfunded
AFFA
Liability
Deferred
Tax
Assets
Income
Tax
Payable
Net
Unfunded
AFFA
Liability,
net of tax
Opening Balance - March 31, 2026
$(1,008.6)$24.3 $268.7 $0.2 $(715.4)$282.5 $40.2 $(392.7)
Asbestos claims paid32.8 — (32.8)— — — — — 
AICF claims-handling costs incurred (paid)0.3 — (0.3)— — — — — 
AICF operating costs paid - non claims-handling— — (0.6)— (0.6)— — (0.6)
Insurance recoveries— (0.8)0.8 — — — — — 
Movement in income tax payable— — — — — (6.8)(34.8)(41.6)
Other movements— — 2.4 0.8 3.2 (0.7)(0.1)2.4 
Effect of foreign exchange(4.7)0.2 1.8 — (2.7)1.3 1.2 (0.2)
Closing Balance - June 30, 2026
$(980.2)$23.7 $240.0 $1.0 $(715.5)$276.3 $6.5 $(432.7)
AICF Funding
During fiscal year 2027, the Company will contribute A$128.2 million to AICF, excluding interest, in quarterly installments. The first payment of A$32.1 million was made on July 1, 2026.
For the three months ended June 30, 2026, the Company did not provide financial or other support to AICF that it was not previously contractually required to provide.
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Restricted Investments
AICF invests its excess cash in time deposits, which are classified as held to maturity (“HTM”) investments and the carrying value materially approximates the fair value for each investment. The following table represents the investments outstanding as of June 30, 2026:
Date InvestedMaturity DateInterest RateA$ Millions
April 2026April 7, 20275.38%110.0
January 2026January 27, 20274.78%70.0
October 2025October 16, 20264.14%70.0
July 2025July 24, 20264.14%60.0

9.  Derivative Instruments
In May 2025, the Company entered into an interest rate swap (“Swap”) agreement to manage interest rate risk related to the Company’s Term Facilities by swapping variable interest at a rate based on SOFR with a fixed rate of 3.79%. The Swap has a notional amount of $1,000.0 million and will expire on June 30, 2028. For additional information regarding such credit agreement, including a summary of their terms, see Note 8, “Debt”, to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
For the three months ended June 30, 2025, the Swap did not meet the requirements for hedge designation and the Company recorded a loss of $11.6 million in Other (income) expense, net.
On July 1, 2025, the Company met the requirements to designate the Swap as a cash flow hedge. The fair value of the Swap is estimated by using a valuation model based on observable market data, including yield curves. The gain (loss) is recorded in Accumulated other comprehensive loss and then reclassified into Interest, net in the same period in which the hedged transaction affects earnings. As of June 30, 2026, the Company expects to reclass approximately $2.3 million ($1.7 million after-tax) as a decrease to interest expense in the next 12 months.
The fair value of the Swap and classification on the condensed consolidated balance sheets is as follows:
Fair Value as of
(Millions of U.S. dollars)Fair Value HierarchyBalance Sheet LocationJune 30, 2026March 31, 2026
Interest rate swapLevel 2Other non-current assets
(Other current liabilities)
$3.0 $(4.7)
Refer to Note 13, “Accumulated Other Comprehensive Loss” for further details of the effect of derivative instruments.
10.  Income Taxes
Income taxes payable represents taxes currently payable which are computed at statutory income tax rates applicable to taxable income derived in each jurisdiction in which the Company conducts business. During the three months ended June 30, 2026, the Company received refunds, net of tax payments of $1.8 million.
Income tax expense differs from the statutory rate primarily due to the Company’s mix of pre-tax income by jurisdiction and foreign taxes on domestic income.
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Deferred income taxes include net operating loss carry-forwards. At June 30, 2026, the Company had tax loss carry-forwards in Australia, New Zealand, Europe and the U.S. of approximately $57.9 million that are available to offset future taxable income in the respective jurisdiction. The Company establishes a valuation allowance against a deferred tax asset if it is more likely than not that some portion or all of the deferred tax asset will not be realized.
The Australian net operating loss carry-forwards primarily result from current and prior year tax deductions for contributions to AICF. James Hardie 117 Pty Limited, the Performing Subsidiary under the AFFA, is able to claim a tax deduction for its contributions to AICF over a five-year period commencing in the year the contribution is incurred. As of June 30, 2026, the Company recognized a tax deduction of $22.7 million (A$32.0 million) for the current year relating to total contributions to AICF of $426.0 million (A$639.4 million) incurred in tax years 2023 through 2026.
11.  Commitments and Contingencies
Legal Matters
The Company is involved from time to time in various legal proceedings and administrative actions related to the normal conduct of its business, including general liability claims, putative class action lawsuits and litigation concerning its products.
Although it is impossible to predict the outcome of any pending legal proceeding, management believes that such proceedings and actions should not, individually or in the aggregate, have a material adverse effect on the Company’s condensed consolidated financial position, results of operations or cash flows, except as described in these condensed consolidated financial statements.
Australia Class Action Securities Claim
On May 8, 2023, a group proceeding (class action) was filed in The Supreme Court of Victoria, Australia by Raeken Pty Ltd against James Hardie Industries plc on behalf of persons who purchased certain James Hardie equity securities from February 7, 2022 through November 7, 2022. The litigation is being funded by a litigation funder in Australia, CASL Funder Pty Ltd. The proceeding includes allegations that James Hardie breached relevant provisions of the Corporations Act 2001 (Cth) and the Australian Securities and Investment Commissions Act 2001 (Cth), including with respect to certain forward-looking statements James Hardie made about forecasted financial performance measures during the period specified above. The Company believes the challenged statements were proper and is defending the matter. On July 10, 2026, with consent of the Company, the plaintiffs filed their substitute statement of claim. The trial date remains set for February 15, 2027. The Company is actively defending the matter. As of June 30, 2026, the Company has not recorded a reserve related to this matter as the Company believes the chance of loss is not probable and the amount of loss, if any, cannot be reasonably estimated.
On April 6, 2026, a group proceeding (class action) was filed in The Supreme Court of Victoria, Australia by Alexander W. Garton, an individual, against James Hardie Industries plc on his own and on behalf of persons who purchased certain James Hardie equity securities from May 21, 2025 to August 19, 2025. The proceeding includes allegations that James Hardie breached relevant provisions of the Corporations Act 2001 (Cth), the Australian Securities and Investment Commissions Act 2001 (Cth), and Australian Consumer Law, including that James Hardie misled investors and breached continuous disclosure obligations by failing to disclose material issues in its North American Fiber Cement segment and by maintaining its full year FY26 guidance until August 20, 2025. The Company believes its disclosures and the challenged statements were proper and is defending the matter. Currently, the Company is awaiting scheduling of a case management conference and issuance of a case schedule by the Court. The Company is actively defending the matter. As of June 30, 2026, the Company has not recorded a reserve
14


related to this matter as the Company believes the chance of loss is not probable and the amount of loss, if any, cannot be reasonably estimated.
U.S. Class Action Securities Claims
On October 24, 2025, a putative shareholder class action was filed in the United States District Court for the Northern District of Illinois against James Hardie Industries plc and its CEO and then-CFO on behalf of persons who purchased or otherwise acquired James Hardie common stock between May 20, 2025, through August 18, 2025. The case asserts claims for violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, alleging that the Defendants made material misstatements and omissions throughout the class period related to the strength of the Company’s North America Fiber Cement segment despite alleged customer inventory destocking. On February 17, 2026, the Court appointed Oklahoma Firefighters Pension and Retirement System as lead plaintiff, and an amended complaint was filed on April 20, 2026. On June 22, 2026, the Company filed its motion to dismiss the complaint, and briefing on this motion is scheduled to be completed by October 5, 2026.
During February and March 2026, shareholders filed two additional putative class actions in the Circuit Court of Cook County, Illinois and a third shareholder filed a putative class action in the Supreme Court of the State of New York, County of New York against James Hardie Industries plc and certain of its current and former directors and officers on behalf of former AZEK stockholders who received James Hardie common stock in exchange for shares of AZEK common stock in connection with the acquisition of AZEK (collectively, the “State Court Securities Actions”). One of the Illinois cases also named Ernst & Young LLP as a defendant. The State Court Securities Actions assert claims for violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, alleging that defendants made material misstatements and omissions regarding the strength of operations and customer inventory destocking in filings made in connection with James Hardie’s acquisition of AZEK. The Illinois actions were consolidated into a single action on April 20, 2026, and on May 12, 2026, the New York action was voluntarily discontinued. On June 26, 2026, Plaintiffs in the consolidated Illinois action filed the consolidated complaint. The Company is preparing and will file in due course its motion to dismiss in response.
The Company believes the U.S. securities claims are without merit and is vigorously defending against them. As of June 30, 2026, the Company has not recorded a reserve related to these matters as the Company believes a loss is not probable and the amount of loss, if any, cannot be reasonably estimated.
Environmental
The operations of the Company, like those of other companies engaged in similar businesses, are subject to a number of laws and regulations on air, soil and water quality, waste handling and disposal. The Company’s policy is to accrue for environmental costs when it is determined that it is probable that an obligation exists and the amount can be reasonably estimated.
12.  Share-Based Compensation
Total share-based compensation expense consists of the following:
Three Months Ended June 30,
(Millions of U.S. dollars)20262025
Liability Awards$3.2 $4.0 
Equity Awards12.0 6.9 
Total share-based compensation expense$15.2 $10.9 
Total share-based compensation expense for the three months ended June 30, 2026 includes replacement awards issued in connection with the AZEK acquisition.
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As of June 30, 2026, the unrecorded future share-based compensation expense related to outstanding equity awards was $60.0 million and will be recognized over an estimated weighted average amortization period of 1.8 years.
13.  Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consists of the following at June 30, 2026:
(Millions of U.S. dollars)Cash Flow
Hedges
Pension
Actuarial
Gain
Foreign
Currency
Translation
Adjustments
Total
Balance at March 31, 2026
$3.4 $2.4 $(52.1)$(46.3)
Change in component, net of tax6.1 — (8.6)(2.5)
Reclassification from other comprehensive loss into net income, net of tax(0.8)— — (0.8)
Balance at June 30, 2026
$8.7 $2.4 $(60.7)$(49.6)
14.  Segment Information
As of June 30, 2026, the Company has four reportable segments:
Siding & Trim segment - Manufactures fiber cement and PVC exterior siding and trim products, as well as moulding, interior linings, and accessories in the United States. These products are sold in the United States and Canada.
Deck, Rail & Accessories segment - Manufactures decking, railing, cladding, pergolas, cabanas and related accessories in the United States. These products are sold in the United States and Canada.
Australia & New Zealand segment - Includes fiber cement products manufactured in Australia. These products are sold in Australia and New Zealand.
Europe segment - Includes fiber gypsum products and cement bonded boards manufactured in Europe, and fiber cement products manufactured in the United States. These products are sold in Europe, primarily Germany, Great Britain and Switzerland.
The Company's General Corporate and unallocated R&D costs do not meet the applicable accounting guidance for separate disclosure as a reportable segment, and are reflected as reconciling items to consolidated Net Income. General Corporate costs primarily consist of Asbestos adjustments, officer and employee compensation and related benefits, professional and legal fees, administrative costs, acquisition related costs and rental expense on the Company’s corporate offices, which are not allocated to the reportable segments. Unallocated R&D costs represented the costs incurred by the research and development centers which were costs not directly associated with one of our reportable segments. Beginning July 1, 2025, R&D costs are allocated to the segments. For the three months ended June 30, 2026, $6.1 million was allocated to Siding & Trim, $1.0 million to Australia & New Zealand and $0.2 million to Europe.

16


The following is the Company’s segment information: 
Operating Income
(Millions of U.S. dollars)Siding &
Trim
Deck, Rail &
Accessories
Australia &
New Zealand
EuropeTotal
For the three months ended June 30, 2026
Net sales$859.8 $305.1 $153.3 $156.4 $1,474.6 
Cost of goods sold525.7 208.2 86.1 105.9 925.9 
Gross profit334.1 96.9 67.2 50.5 548.7 
Selling, general and administrative expenses105.4 92.1 19.1 29.4 246.0 
Restructuring expenses 1
— 5.2 — — 5.2 
Other expenses 2
13.8 2.9 1.3 0.9 18.9 
Segment operating income (loss)$214.9 $(3.3)$46.8 $20.2 $278.6 
Reconciliation to consolidated net income
General Corporate costs 3, 4
(60.9)
Interest, net(61.5)
Other income, net1.1 
Income tax expense(53.0)
Consolidated net income$104.3 
____________
1.Exit costs related to the closure of a recycling plant in Oregon. Exit costs primarily consisted of fixed asset impairments, lease exit costs and employee costs.
2.Other expenses represent R&D costs and acquisition related expenses allocated to the segments.
3.Includes acquisition related expenses.
4.Starting July 1, 2025, the Company began allocating R&D costs to the segments.
Operating Income
(Millions of U.S. dollars)Siding &
Trim
Australia &
New Zealand
Europe Total
For the three months ended June 30, 2025
Net sales$641.8 $121.6 $136.5 $899.9 
Cost of goods sold401.3 69.3 92.4 563.0 
Gross profit240.5 52.3 44.1 336.9 
Selling, general and administrative expenses76.0 14.2 28.2 118.4 
Other expenses 1
3.3 0.3 0.8 4.4 
Segment operating income$161.2 $37.8 $15.1 $214.1 
Reconciliation to consolidated net income
General Corporate 2 and Unallocated R&D costs
(75.5)
Interest, net(37.8)
Other expense, net(11.1)
Income tax expense(27.1)
Consolidated net income$62.6 
____________
1.Other expenses represent R&D costs and acquisition related expenses allocated to the segments.
2.Includes acquisition related expenses.
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Depreciation and Amortization
Three Months Ended June 30,
(Millions of U.S. dollars)20262025
Siding & Trim$68.5 $43.6 
Deck, Rail & Accessories80.9 — 
Australia & New Zealand6.7 5.2 
Europe10.2 6.8 
General Corporate and R&D2.5 0.9 
Total$168.8 $56.5 

Capital Expenditures
Three Months Ended June 30,
(Millions of U.S. dollars)20262025
Siding & Trim$49.2 $73.9 
Deck, Rail & Accessories12.9 — 
Australia & New Zealand14.3 13.7 
Europe10.3 12.9 
General Corporate and R&D3.1 2.7 
Total$89.8 $103.2 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our annual consolidated financial statements and related notes and our discussion and analysis of financial condition and results of operations, which were included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, as well as Part 1, Item 1. Financial Statements in this Form 10-Q.
The term “fiscal year” refers to our fiscal year ended March 31 of such year; the term “$” refers to U.S. dollars; the term “A$” refers to Australian dollars; and the term “€” refers to Euros.
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements, including within the meaning of the Private Securities Litigation Reform Act of 1995. The Company may also make forward-looking statements in other reports filed with or furnished to the U.S. Securities and Exchange Commission (“SEC”) and/or the Australian Securities Exchange (“ASX”), in materials delivered to shareholders and in press releases. In addition, the Company’s representatives may from time to time make oral forward-looking statements. These statements, which are not statements of historical fact, contain estimates, assumptions, projections and/or expectations regarding future events, which may or may not occur. Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “aim,” “will,” “should,” “likely,” “continue,” “may,” “objective,” “outlook” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
Examples of forward-looking statements include:
statements about the future integration of AZEK, including its anticipated benefits and costs to achieve them;
statements about the Company’s future performance;
projections of the Company’s results of operations or financial condition;
statements regarding the Company’s plans, objectives or goals, including those relating to strategies, initiatives, competition, acquisitions, dispositions and/or its products;
expectations concerning the costs associated with the suspension or closure of operations at any of the Company’s plants and future plans with respect to any such plants;
expectations concerning the costs associated with the significant capital expenditure projects at any of the Company’s plants and future plans with respect to any such projects;
expectations regarding the extension or renewal of the Company’s credit facilities including changes to terms, covenants or ratios;
expectations concerning dividend payments and share buy-backs;
statements concerning the Company’s corporate and tax domiciles and structures and potential changes to them, including potential tax charges;
statements regarding tax liabilities and related audits, reviews and proceedings;
statements regarding the possible consequences and/or potential outcome of legal proceedings brought against us and the potential liabilities, if any, associated with such proceedings;
expectations about the timing and amount of contributions to AICF, a special purpose fund for the compensation of proven Australian asbestos-related personal injury and death claims;
statements regarding the Company’s ability to manage legal and regulatory matters (including, but not limited to, product liability, environmental, intellectual property and competition law matters) and to resolve any such pending legal and regulatory matters within current estimates and in anticipation of certain third-party recoveries; and
statements about economic or housing market conditions in the regions in which we operate, including but not limited to, the levels of new home construction and home renovations, unemployment levels, changes in consumer income, changes or stability in housing values, the availability of mortgages and other financing, mortgage and other interest rates, housing affordability and supply, the levels of foreclosures and home resales, currency exchange rates, and builder and consumer confidence.
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Forward-looking statements are based on the Company’s current expectations, estimates and assumptions. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from our expectations. These risks and uncertainties include, but are not limited to, those described in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, filed with the Securities and Exchange Commission (“SEC”) on May 19, 2026.
Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and the Company assumes no obligation to update any forward-looking statements or information except as required by law.
Overview
James Hardie Industries plc is a leading provider of exterior home and outdoor living solutions, serving the new home construction, repair and remodel and outdoor living markets. Our current primary geographic markets include the United States of America (“US,” “USA” or the “United States”), Australia and Europe. On July 1, 2025, we completed the acquisition of The AZEK Company Inc. (“AZEK”), an industry-leading designer and manufacturer of low maintenance and environmentally sustainable outdoor living products, which has manufacturing and recycling facilities in the United States.
As of June 30, 2026, the Company has four reportable segments:
Siding & Trim segment - Manufactures fiber cement and PVC exterior siding and trim products, as well as moulding, interior linings, and accessories in the United States. These products are sold in the United States and Canada.
Deck, Rail & Accessories segment - Manufactures decking, railing, cladding, pergolas, cabanas and related accessories in the United States. These products are sold in the United States and Canada.
Australia & New Zealand segment - Includes fiber cement products manufactured in Australia. These products are sold in Australia and New Zealand.
Europe segment - Includes fiber gypsum products and cement bonded boards manufactured in Europe, and fiber cement products manufactured in the United States. These products are sold in Europe, primarily Germany, Great Britain and Switzerland.
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Results of Operations
Q1 FY27 vs Q1 FY26
Three Months Ended June 30,
(Millions of U.S. dollars)20262025Change
Net sales$1,474.6 $899.9 64%
Cost of goods sold925.9 563.0 64%
Gross profit548.7 336.9 63%
Gross margin (%)37.2 37.4 (0.2)pts
Selling, general and administrative expenses295.4 156.1 89%
Research and development expenses15.4 12.1 27%
Restructuring expenses5.2 — 100%
Acquisition related expenses16.6 29.4 (44%)
Asbestos adjustments(1.6)0.7 (329%)
Operating income217.7 138.6 57%
Operating income margin (%)14.8 15.4 (0.6) pts
Interest, net 61.5 37.8 63%
Other (income) expense, net(1.1)11.1 (110%)
Income before income taxes157.3 89.7 75%
Income tax expense53.0 27.1 96%
Net income104.3 62.6 67%
Net sales increased 64% primarily driven by the AZEK acquisition on July 1, 2025, which contributed net sales of $397.1 million, as well as higher net sales in our Siding & Trim, Australia & New Zealand and Europe segments.

Gross margin decreased 0.2 percentage points primarily driven by the amortization of certain intangible assets resulting from the AZEK acquisition of $16.0 million, which was partially offset by higher gross margin in our Siding & Trim and Australia & New Zealand segments.
Selling, general and administrative expenses (“SG&A”) increased 89% and as a percentage of sales increased 2.7 percentage points. As a percentage of sales, this increase was primarily due to the amortization of certain intangible assets resulting from the AZEK acquisition of $61.6 million, partially offset by lower labor costs and professional fees.
Restructuring expenses increased 100%, due to fixed asset impairments, lease exit and employee costs related to the closure of a recycling plant in Oregon. These same costs were not incurred in the prior period.
Acquisition related expenses decreased 44% primarily due to lower professional service fees, partially offset by higher travel expenses. Costs associated with the AZEK acquisition are included in this line.
Interest, net increased 63%, primarily driven by a higher principal balance outstanding related to our senior secured credit facilities and senior secured notes. This was partially offset by pre-close financing and interest costs of $34.9 million incurred in the prior year.
Income tax expense increased 96%, while the effective tax rate increased 3.5 percentage points. The increase in tax expense reflects higher income before income taxes compared to fiscal year 2026, while the higher effective tax rate was primarily driven by discrete items.
Net income increased 67% due to higher operating income and lower other expense as the first quarter of fiscal year 2026 included an $11.6 million non-cash loss on our interest rate swap. This was partially offset by higher interest and income tax expense.
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Segment Results of Operations

Siding & Trim Segment

Operating results for the Siding & Trim segment were as follows:
Three Months Ended June 30,
(Millions of U.S. dollars)20262025Change
Net sales$859.8 $641.8 34%
Cost of goods sold525.7 401.3 31%
Gross profit334.1 240.5 39%
Gross margin (%)38.9 37.5 1.4 pts
Selling, general and administrative expenses105.4 76.0 39%
Research and development expenses9.5 2.3 313%
Acquisition related expenses4.3 1.0 330%
Operating income 214.9 161.2 33%
Operating income margin (%)25.0 25.1 (0.1 pts)
Q1 FY27 vs Q1 FY26
Net sales increased 34%, driven by higher sales in both the North America fiber cement and AZEK businesses. AZEK, which was acquired on July 1, 2025, contributed sales of $92.0 million during the first quarter of fiscal year 2027. North America fiber cement sales increased 20% primarily due to higher volume of 13% as customers inventory levels normalized compared to customer inventory management in prior year and higher average net sales price primarily resulting from our annual price increase.

Gross margin increased 1.4 percentage points primarily due to a higher average net sales price and favorable raw material costs, partially offset by higher freight costs. In addition, gross margin was unfavorably impacted by the amortization of certain intangible assets resulting from the AZEK acquisition of $2.9 million.
SG&A expenses increased 39%, and as a percentage of sales, SG&A expenses increased 0.5 percentage points. This increase was primarily driven by the amortization of certain intangible assets resulting from the AZEK acquisition of $15.6 million, partially offset by lower marketing, labor costs and professional fees as a percentage of sales.
Research and development expenses (“R&D”) expenses increased $7.2 million primarily due to the allocation of $6.1 million of R&D expenses which were not allocated to our segments prior to the second quarter of fiscal year 2026.
Acquisition related expenses increased $3.3 million due to higher travel and professional service fees related to the AZEK acquisition integration.
Operating income margin remained relatively flat at 25.0% based on factors described above.

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Deck, Rail & Accessories Segment

Operating results for the Deck, Rail & Accessories segment were as follows:

Three Months Ended June 30,
(Millions of U.S. dollars)2026
Net sales$305.1 
Cost of goods sold208.2 
Gross profit96.9 
Gross margin (%)31.8
Selling, general and administrative expenses92.1 
Research and development expenses2.9 
Restructuring expenses5.2 
Operating loss(3.3)
Operating loss margin (%)(1.1)

Q1 FY27
Net sales of $305.1 million were 5% lower than AZEK's net sales for the comparable period prior to the acquisition, driven by lower volumes.
Gross margin of 31.8% includes the amortization of certain intangible assets resulting from the AZEK acquisition of $13.1 million.
SG&A expenses of $92.1 million includes the amortization of certain intangible assets resulting from the AZEK acquisition of $46.0 million.
Restructuring expenses of $5.2 million includes exit costs related to the closure of a recycling plant in Oregon. Exit costs primarily consisted of fixed asset impairments, lease exit costs and employee costs.
Operating loss of $3.3 million includes the amortization of certain intangible assets resulting from the AZEK acquisition of $59.1 million.
Australia & New Zealand Segment
Operating results for the Australia & New Zealand segment were as follows.
Three Months Ended June 30,
(Millions of U.S. dollars)20262025Change
Net sales $153.3 $121.6 26%
Cost of goods sold86.1 69.3 24%
Gross profit67.2 52.3 28%
Gross margin (%)43.8 43.0 0.8 pts
Selling, general and administrative expenses19.1 14.2 35%
Research and development expenses1.3 0.3 333%
Operating income 46.8 37.8 24%
Operating income margin (%)30.5 31.1 (0.6 pts)
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Q1 FY27 vs Q1 FY26
Net sales increased 26%, driven by higher volumes of 11% and favorable exchange rates, as net sales in Australian dollars increased 14%. The increase in volumes was primarily attributable to customers pre-buying our products in anticipation of future fuel price increases.
Gross margin increased 0.8 percentage points primarily due to a higher average net sales price due to favorable exchange rates, partially offset by higher freight costs.
SG&A expenses increased 35% primarily due to unfavorable exchange rates and higher marketing, labor costs and professional fees. In Australian dollars, SG&A expenses increased 21%. As a percentage of sales, SG&A expenses increased 0.8 percentage points.
R&D expenses increased $1.0 million due to the allocation of certain R&D expenses which were previously unallocated to our segments prior to the second quarter of fiscal year 2026.
Operating income margin decreased 0.6 percentage points to 30.5% primarily due to higher SG&A and R&D expenses as a percentage of sales, partially offset by higher gross margin.
Europe Segment
Operating results for the Europe segment were as follows:
Three Months Ended June 30,
(Millions of U.S. dollars)20262025Change   Change
Net sales $156.4 $136.5 15%
Cost of goods sold105.9 92.4 15%
Gross profit50.5 44.1 15%
Gross margin (%)
32.3 32.3 —  pts
Selling, general and administrative expenses29.4 28.2 4%
Research and development expenses0.9 0.8 13%
Operating income20.2 15.1 34%
Operating income margin (%)12.9 11.1 1.8  pts
Q1 FY27 vs Q1 FY26
Net sales increased 15% due to a 7% increase in volume, primarily driven by higher fiber gypsum volume, higher average net sales price and favorable exchange rates. Net sales in Euros increased 12%. Higher average net sales price was primarily driven by favorable exchange rates and our May/June 2026 and January 2026 price increases.
Gross margin remained flat at 32.3% as higher average net sales price and lower energy, paper and gypsum costs were offset by higher freight.
SG&A expenses increased 4%, primarily driven by higher labor costs, partially offset by lower marketing expenses. As a percentage of sales, SG&A expenses decreased 1.9 percentage points.
Operating income margin increased 1.8 percentage points to 12.9% primarily driven by lower SG&A expenses as a percentage of sales, while gross margin remained flat.
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General Corporate costs
Three Months Ended June 30,
(Millions of U.S. dollars)20262025Change
General Corporate costs1
$60.9 $75.5 (19%)
____________
1.First quarter fiscal year 2026 includes unallocated R&D costs.
Q1 FY27 vs Q1 FY26
General corporate costs decreased 19%, driven by lower acquisition related expenses of $16.1 million, primarily due to lower professional service fees associated with the AZEK acquisition. In addition, the decrease was also due to the allocation of $7.3 million of R&D costs to our segments beginning July 1, 2025. These decreases were partially offset by AZEK expenses related to stock compensation and employee costs. Legacy Corporate costs were relatively flat compared to the first quarter of fiscal year 2026.
Non-GAAP Financial Measures

To supplement our unaudited Condensed Consolidated Financial Statements prepared and presented in accordance with generally accepted accounting principles in the United States, or GAAP, we use certain non-GAAP performance financial measures, as described below, to provide investors with additional useful information about our financial performance, to enhance the overall understanding of our past performance and future prospects and to allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making. We are presenting these non-GAAP financial measures to assist investors in seeing our financial performance from management’s view and because we believe they provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry. Our GAAP financial results include significant expenses that are not indicative of our ongoing operations as detailed in the tables below.

However, non-GAAP financial measures have limitations in their usefulness to investors because they have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, non-GAAP financial measures may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies. As a result, non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, our unaudited Condensed Consolidated Financial Statements prepared and presented in accordance with GAAP.

Three Months Ended June 30,
(Millions of U.S. dollars, except per share amounts)20262025
GAAP Financial Measures:
Net income $104.3 $62.6 
Net income per common share - diluted0.18 0.15 
Net income margin7.1 %7.0 %
Net cash provided by operating activities$344.0 $206.9 
Net cash used in investing activities$(103.6)$(105.3)
Net cash (used in) provided by financing activities$(261.4)$1,402.8 

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Three Months Ended June 30,
(Millions of U.S. dollars, except per share amounts)20262025
Non-GAAP Financial Measures:
Adjusted Net Income $209.3 $136.1 
Adjusted Diluted Earnings Per Share0.36 0.32 
Adjusted EBITDA$422.1 $236.4 
Adjusted EBITDA Margin28.6 %26.3 %
Free Cash Flow$254.2 $103.7 

Adjusted Net Income, Adjusted Diluted Earnings Per Share (“EPS”), Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow

We define Adjusted Net Income as net income before legacy items such as asbestos related expenses and adjustments, and AICF interest income and significant non-recurring items, such as restructuring gain or expenses, acquisition and pre-close financing related costs, inventory fair value adjustment, amortization of intangible assets resulting from AZEK acquisition, as well as share-based compensation expense and adjustments to tax expenses.

We define Adjusted Diluted EPS as Adjusted Net Income divided by weighted average common shares outstanding diluted, to reflect the conversion or exercise, as applicable, of all outstanding shares of restricted stock awards, restricted stock units and options to purchase shares of our common stock.

We define Adjusted EBITDA as net income before interest, net, other expense (income), net, income tax expense and depreciation and amortization, and items such as asbestos related expenses and adjustments, share-based compensation expense, and significant non-recurring items, such as restructuring gain and expenses, acquisition related expenses and inventory fair value adjustment. Adjusted EBITDA Margin is equal to Adjusted EBITDA divided by net sales.

We believe Adjusted Net Income, Adjusted Diluted EPS, Adjusted EBITDA and Adjusted EBITDA Margin are useful to investors because they help identify underlying trends in our business that could otherwise be masked by certain expenses that can vary from company to company depending on, among other things, its financing, capital structure and the method by which its assets were acquired, and can also vary significantly from period to period. For example, management excludes share-based compensation expense because the amount recognized in any period is impacted by factors such as grant timing, valuation assumptions, and vesting schedules, which may vary from period to period and may not directly reflect the ongoing operating performance of the business. We believe these adjustments are helpful to investors in assessing our net income performance in a way that is similar to the way management assesses our performance. Additionally, Adjusted EBITDA and Adjusted EBITDA margin are common measures of operating performance in our industry, and we believe they facilitate operating comparisons. Our management also uses Adjusted EBITDA and Adjusted EBITDA Margin in conjunction with other GAAP financial measures for planning purposes, including as a measure of our core operating results and the effectiveness of our business strategy, and in evaluating our financial performance.

Adjusted Net Income, Adjusted Diluted EPS, Adjusted EBITDA and Adjusted EBITDA Margin have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

These measures do not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;
These measures do not reflect changes in, or cash requirements for, our working capital needs;
Adjusted EBITDA and Adjusted EBITDA Margin do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
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Adjusted EBITDA and Adjusted EBITDA Margin do not reflect our income tax expense or the cash requirements to pay our taxes;
Adjusted EBITDA and Adjusted EBITDA Margin exclude depreciation and amortization expense. Although depreciation expense is a non-cash expense, the assets being depreciated may have to be replaced in the future;
Adjusted Net Income, Adjusted Diluted EPS, Adjusted EBITDA and Adjusted EBITDA Margin exclude AICF interest income, acquisition and pre-close financing related costs, each of which can affect our current and future cash requirements;
Adjusted Net Income, Adjusted Diluted EPS, Adjusted EBITDA and Adjusted EBITDA Margin exclude share-based compensation expense, which is an important part of our compensation programs and strategy; and
Other companies in our industry may calculate Adjusted Net Income, Adjusted Diluted EPS, Adjusted EBITDA and Adjusted EBITDA Margin differently than we do, limiting their usefulness as comparative measures.

Because of these limitations, none of these metrics should be considered indicative of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations.

In addition, we provide Free Cash Flow, which is a non-GAAP financial measure that we define as net cash provided by (used in) operating activities less purchases of property, plant and equipment plus any proceeds on sale of property, plant and equipment. We believe Free Cash Flow is useful to investors as an important liquidity measure of the cash that is available to us after net capital expenditures. Free Cash Flow is used by our management as a measure of our ability to generate and use cash, including in order to invest in future growth, fund acquisitions, return capital to our shareholders and repay indebtedness. Our use of Free Cash Flow has limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results under GAAP. Some of these limitations are:

Free Cash Flow is not a substitute for net cash provided by (used in) operating activities, including because our capital expenditures as a manufacturing company can be significant and can vary from period to period;
Free Cash Flow does not reflect our future contractual commitments or mandatory debt repayments and accordingly does not represent residual cash flow available for discretionary expenditures or the total increase or decrease in our cash balance for a given period; and
Other companies in our industry may calculate Free Cash Flow differently than we do, limiting its usefulness as a comparative measure.

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The following tables present our reconciliations of the most comparable financial measures calculated in accordance with GAAP to these non-GAAP financial measures for the periods indicated:

Adjusted Net Income and Adjusted Diluted EPS Reconciliation

Three Months Ended June 30,
(Millions of U.S. dollars, except per share amounts)20262025
Net income $104.3 $62.6 
Asbestos related expenses and adjustments(1.0)1.0
AICF interest income(3.3)(2.6)
Restructuring expenses5.2
Pre-close financing costs1
46.5
Acquisition related expenses16.629.4
Amortization of intangible assets resulting from AZEK acquisition77.6
Share-based compensation expense2
14.810.9
Tax impact of adjustments3
(4.9)(11.7)
Adjusted Net Income$209.3 $136.1 
Three Months Ended June 30,
20262025
Net income per common share - diluted$0.18 $0.15 
Asbestos related expenses and adjustments
AICF interest income(0.01)(0.01)
Restructuring expenses0.01
Pre-close financing costs1
0.10
Acquisition related expenses0.030.07
Amortization of intangible assets resulting from AZEK acquisition0.13
Share-based compensation expense2
0.030.03
Tax impact of adjustments3
(0.01)(0.02)
Adjusted Diluted Earnings Per Share4
$0.36 $0.32 
____________
1.The first quarter of fiscal year 2026 includes pre-close financing interest of $34.9 million and $11.6 million non-cash loss on our interest rate swap.
2.Effective as of June 30, 2026, we revised the definition of Adjusted Net Income and Adjusted Diluted Earnings Per Share to exclude share-based compensation expense. For the three months ended June 30, 2026, share-based compensation expense of $0.4 million is included in acquisition related expenses. The prior period has been recast to reflect the change.
3.Includes tax adjustments related to the amortization of certain U.S. intangible assets, asbestos, share-based compensation and discrete items relating to the AZEK acquisition.
4.Weighted average common shares outstanding used in computing diluted net income per common share of 584.3 million and 431.1 million for the three months ended June 30, 2026 and 2025, respectively.
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Adjusted EBITDA and Adjusted EBITDA Margin Reconciliation

Three Months Ended June 30,
(Millions of U.S. dollars)20262025
Net income $104.3 $62.6 
Interest, net 61.537.8
Other (income) expense, net(1.1)11.1
Income tax expense 53.027.1
Depreciation and amortization168.856.5
Acquisition related expenses16.629.4
Asbestos related expenses and adjustments(1.0)1.0
Restructuring expenses5.2
Share-based compensation expense1
14.810.9
Adjusted EBITDA$422.1 $236.4 

Three Months Ended June 30,
20262025
Net income margin7.1 %7.0 %
Interest, net 4.2 %4.2 %
Other (income) expense, net(0.1)%1.2 %
Income tax expense 3.6 %3.0 %
Depreciation and amortization 11.4 %6.3 %
Acquisition related expenses1.1 %3.3 %
Asbestos related expenses and adjustments(0.1)%0.1 %
Restructuring expenses0.4 %— %
Share-based compensation expense1
1.0 %1.2 %
Adjusted EBITDA Margin28.6 %26.3 %
____________
1.Effective as of June 30, 2026, we revised the definition of Adjusted EBITDA and Adjusted EBITDA Margin to exclude share-based compensation expense. For the three months ended June 30, 2026, share-based compensation expense of $0.4 million is included in acquisition related expenses. The prior period has been recast to reflect the change.

Free Cash Flow Reconciliation

Three Months Ended June 30,
(Millions of U.S. dollars)20262025
Net cash provided by operating activities$344.0 $206.9 
Purchases of property, plant and equipment(89.8)(103.2)
Free Cash Flow$254.2 $103.7 
Net cash used in investing activities$(103.6)$(105.3)
Net cash (used in) provided by financing activities$(261.4)$1,402.8 
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Liquidity and Capital Resources
Overview
Our primary cash needs are to fund working capital, capital expenditures, debt service and acquisitions we may undertake. As of June 30, 2026, we had cash and cash equivalents on hand of $289.9 million and $843.2 million available under our Revolving Facility.
Our gross debt balance decreased from $4,567.2 million at March 31, 2026 to $4,306.3 million at June 30, 2026, primarily due to the redemption of our $400 million senior unsecured notes due 2028, partially offset by a $150.0 million draw on our Revolving Facility. Readers are referred to Note 7, “Debt” to the unaudited Condensed Consolidated Financial Statements included in Part 1, Item 1 of this Form 10-Q for further information on our debt obligations.
Sources of Liquidity
We have historically relied on cash flows from operations, borrowings under the credit facilities and our continued access to capital markets on both a short-term and long-term basis, to fund our cash needs. These internal and external sources of liquidity are primarily used to fund working capital, capital expenditures, payments of principal and interest on our debt, share repurchases and our annual contribution to AICF in accordance with the terms of the AFFA.
Based on our existing cash balances, together with anticipated operating cash flows and unutilized credit facilities, we anticipate we will have sufficient funds to meet our planned working capital and other expected cash requirements for the next twelve months.
Cash Flow
Three Months Ended June 30,
(Millions of U.S. dollars)20262025ChangeChange %
Net cash provided by operating activities$344.0 $206.9 $137.1 66 
Net cash used in investing activities(103.6)(105.3)1.7 
Net cash (used in) provided by financing activities(261.4)1,402.8 (1,664.2)(119)
Cash Provided by Operating Activities
The $137.1 million increase in cash provided by operating activities is primarily driven by higher operating income generated by increased net sales. This increase was partially offset by lower cash provided by working capital, principally reflecting less favorable changes in accounts receivable and accounts payable.
Cash Used in Investing Activities
The $1.7 million decrease in cash used in investing activities is primarily due to lower purchases of plant property and equipment, offset by the net purchase of restricted investments for Asbestos.
Cash (Used in) Provided by Financing Activities
The $1,664.2 million decrease in cash (used in) provided by financing activities is primarily due to the repayment of $790.9 million of debt in the current year, as well as the issuance of the 2031 and 2032 Notes of $1,700.0 million to finance the cash portion of the AZEK acquisition in the prior year. This was partially offset by proceeds from the Revolving Facility in the current year and debt paydowns in the prior year.
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AICF Funding
During fiscal year 2027, we will contribute A$128.2 million to AICF, excluding interest, in quarterly installments. The first payment of A$32.1 million was made on July 1, 2026. Readers are referred to Note 1, “Organization and Significant Accounting Policies” and Note 8, “Asbestos” to the unaudited Condensed Consolidated Financial Statements included in Part 1, Item 1 of this Form 10-Q for further information on asbestos.

Contingent Commitments

We have contractual commitments for purchases of certain minimum quantities of raw materials at index-based prices, marketing contracts and non-cancelable finance and operating leases, outstanding letters of credit and fixed asset purchase commitments. For a description of our contractual obligations and commitments, see Note 7, “Debt” and Note 11, “Commitments and Contingencies” to the unaudited Condensed Consolidated Financial Statements included in Part 1, Item 1 of this Form 10-Q.
Critical Accounting Estimates
As stated in Note 1 to the unaudited Condensed Consolidated Financial Statements in Part I, Item 1, the preparation of our financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported revenue and expenses during the periods presented therein. There have been no material changes to the Company’s critical accounting estimates since our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
Recently Issued Accounting Pronouncements
Information regarding recently issued accounting pronouncements are included in Note 1, “Organization and Significant Accounting Policies” in the Notes to the unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have operations in foreign countries and, as a result, are exposed to foreign currency exchange rate risk inherent in purchases, sales, assets and liabilities denominated in currencies other than the U.S. dollar. We also are exposed to interest rate risk associated with our long-term debt, and commodity price risk relative to changes in prices of commodities we use in production.
Periodically, interest rate swaps and forward exchange contracts are used to manage market risks and reduce exposure resulting from fluctuations in interest rates and foreign currency exchange rates. Our policy is to enter into derivative instruments solely to mitigate risks in our business and not for trading or speculative purposes. There can be no assurance that we will be successful in these mitigation strategies or that fluctuation in interest rates, commodity prices and foreign currency exchange rates will not have a material adverse effect on our financial position, liquidity, results of operations and cash flows.
There have been no material changes to the information provided in Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of
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our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2026 to ensure the information required to be disclosed in the reports that we file or submit under the Exchange Act were recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS

The information required by this Item is incorporated by reference from Note 11, “Commitments and Contingencies” in the Notes to the unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.
ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
In the U.S., we lease silica quartz mine sites near our Tacoma, Washington facility and in Nevada that are being actively mined. We have contracted with a third-party mining company to perform the mining operations at these sites, including providing the labor and equipment for the mining work. We also maintain leases on various properties in Texas that would permit us to mine silica quartz and we own property in California which could be mined for silica. As of June 30, 2026, we are not mining at the Texas or California sites and have no immediate plans to do so.
As a mine operator in the U.S., we are required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and rules promulgated by the SEC implementing that section of the Dodd-Frank Act, to provide certain information concerning mine safety violations and other regulatory matters concerning the operation of our mines. During the three months ended June 30, 2026, we did not receive any notices, citations, orders, legal action or other communication from the U.S. Department of Labor’s Mine Safety and Health Administration that would necessitate additional disclosure under Section 1503(a) of the Dodd-Frank Act. Similarly, we have not experienced any mining-related fatalities in our mining operations. There are currently no pending legal actions before the Federal Mine Safety and Health Review Commission related to our mining operations.
ITEM 5. OTHER INFORMATION
Insider Trading Arrangements
During the quarter ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
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ITEM 6. EXHIBITS

EXHIBIT INDEX

Exhibit No.Exhibit NameOriginally Filed as Exhibit No.
Filing1
3.11.1Form 20-F filed on May 18, 2021
3.21.2Form 20-F filed on May 18, 2021
4.14.4Form 10-K filed on May 19, 2026
4.24.5Form 10-K filed on May 19, 2026
4.34.6Form 10-K filed on May 19, 2026
4.44.7Form 10-K filed on May 19, 2026
4.54.8Form 10-K filed on May 19, 2026
10.1*
10.2*
10.3*
31.1*
31.2*
32**
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Exhibit No.Exhibit NameOriginally Filed as Exhibit No.
Filing1
101.INS*Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted as Inline XBRL and included as part of the Exhibit 101 Inline XBRL Document Set)
____________
1.File Number for all filings is File No. 001-15240
*    Filed herewith
**    Furnished herewith
†    Management contract or compensatory plan

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
JAMES HARDIE INDUSTRIES plc
Date: August 6, 2026
By:/s/ RYAN LADA
Ryan Lada
Chief Financial Officer
(Principal Financial Officer)
36
JAMES HARDIE INDUSTRIES PLC STOCK OPTION AWARD AGREEMENT James Hardie Industries plc (“James Hardie” or the “Company”) believes that its business interests are best served by extending to you an award of options (each an “Option”) to purchase Ordinary Shares or CUFS (as described below) at an exercise price equal to [EXERCISE PRICE] (“Exercise Price”), pursuant to the terms and conditions of the James Hardie Industries plc Amended and Restated 2001 Equity Incentive Plan, effective August 26, 2021 (the “Plan”). The purpose of the Plan is to promote the interests of James Hardie and its shareholders by using equity interests to attract, retain and motivate the Company’s employees and the employees of James Hardie’s subsidiaries and affiliates (each, a “Group Company”). The Options are intended to be Nonstatutory Stock Options and shall not be treated as “incentive stock options” pursuant to Section 422(b) of the United States Internal Revenue Code. 1. Nature of Award. Effective as [GRANT DATE] (the “Grant Date”) and subject to your accepting this Stock Option Award Agreement (this “Award Agreement”) and the Award Notice (the “Award Notice”), James Hardie hereby grants to you (the “Participant”) an award of Options as set forth in this Award Agreement (the “Award”). The Award is subject to the terms and conditions described in this Award Agreement, including the accompanying Appendix attached hereto, the Award Notice, and the Plan. Please note that the Appendix contains country-specific notices, disclaimers and/or terms which may apply to you and may be material to your participation in the Plan. For purposes of this Award Agreement, each Option represents the right to receive, upon a valid exercise of the Option in accordance with Section 2 of this Award Agreement and at the election of the Company, one ordinary share of the Company (“Ordinary Share”) or CHESS Unit of Foreign Securities (“CUFS”), as applicable. CUFS are a form of depositary security that represents a beneficial ownership interest in the securities of a non- Australian corporation in accordance with the Australian Securities Exchange Settlement Operating Rules. Each of James Hardie’s CUFS represents the beneficial ownership of one Ordinary Share. 2. Number of Options; Vesting of Award; Exercise and Settlement; Option Termination. The number of Options shall be set forth in the Award Notice. For purposes of this Award, each Option represents the right to receive one Ordinary Share or CUFS, as applicable, upon vesting, exercise and settlement of the Award. a. Vesting. Subject to the terms and conditions of the Plan, this Award Agreement and the Award Notice, the Options shall vest in the amounts and on the date(s) shown below (each, a “Vesting Date”), provided that you remain continuously employed by a Group Company from the Grant Date to the applicable Vesting Date. Options Vesting Percentage Applicable Vesting Date One-Third One-Third One-Third First anniversary of the Grant Date Second anniversary of the Grant Date Third anniversary of the Grant Date b. Right to Exercise. Except as otherwise provided herein, the Options will be exercisable on and after the applicable Vesting Date and prior to Option Expiration Date (as defined below) or such earlier date as provided in Section 4 (Effect of Termination of Employment) and Section 8 (Change in Control; Sub-division, Consolidation, Reduction or Return), subject to the exercise procedures in this Section 2. c. Method of Exercise. Exercise of the Options shall be by means of electronic or written notice (the “Exercise Notice”) in a form authorized by the Company. An electronic Exercise Notice must be digitally signed or authenticated by the Participant in such manner as required by the notice and transmitted to the Company or an authorized representative EXHIBIT 10.1


 
of the Company (including a third-party administrator designated by the Company). In the event that the Participant is not authorized or is unable to provide an electronic Exercise Notice, the Options shall be exercised by a written Exercise Notice addressed to the Company, which shall be signed by the Participant and delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such other means as the Company may permit, to the Company, or an authorized representative of the Company (including a third-party administrator designated by the Company). Each Exercise Notice, whether electronic or written, must state the Participant’s election to exercise the Options and such other representations and agreements as to the Participant’s investment intent with respect to such Shares as may be required pursuant to the provisions of this Award Agreement. Further, each Exercise Notice must be received by the Company prior to the Option Expiration Date (as defined below) and must be accompanied by full payment of the aggregate Exercise Price for the number of Options being exercised. The Options shall be deemed to be exercised upon receipt by the Company of such electronic or written Exercise Notice and the aggregate Exercise Price. d. Forms of Consideration. Subject to Company procedures and applicable law, payment of the Exercise Price may be made in cash, by check or cash equivalent; by broker-assisted or other cashless exercise arrangements, if and to the extent authorized by the Company; or by any combination of the foregoing, in each case as permitted by the Company from time to time. The Company may establish, decline to approve, suspend, or terminate any program permitting non-cash methods of Exercise Price payment, including with respect to any particular Participant, in its sole discretion. e. Taxes and Withholding at Exercise. At the time of exercise, or at any time thereafter as requested by an Affiliated Entity, you authorize withholding from payroll and other amounts payable to you, and you agree to make adequate provision for, any required federal, state, local, and foreign taxes and social insurance contributions arising in connection with the Options (the “Withholding Amount”). The Company may withhold, sell, or arrange for the sale of Ordinary Shares or CUFS otherwise deliverable upon exercise to satisfy the Withholding Amount, consistent with applicable law and accounting requirements. f. Delivery; Beneficial Ownership; Records. The Company may deliver Ordinary Shares or CUFS acquired upon exercise with a broker for your account. Otherwise, certificates or book-entry records will reflect your ownership after a valid exercise, subject to withholding and compliance with applicable laws. g. Securities Law Compliance; Conditions to Exercise. The grant of the Options and the delivery of Shares or CUFS upon exercise are subject to compliance with all applicable laws, regulations, and exchange rules. The Options may not be exercised if such issuance would violate applicable law or exchange requirements, and the Company may require representations or other undertakings as a condition to exercise. No fractional Ordinary Shares or CUFS will be delivered upon exercise. h. Option Termination. The Options shall terminate and may no longer be exercised after the first to occur of (a) the close of business on the tenth anniversary of the Grant Date (the “Option Expiration Date”), (b) the close of business on the last date for exercising the Option following termination of the Participant’s employment as described in Section 4, or (c) a Change in Control to the extent provided in Section 8. 3. General Applicability of the Plan. The terms and conditions of the Plan apply to all Options granted under this Award. Capitalized terms used but not otherwise defined in this Award Agreement shall have the meaning ascribed thereto in the Plan. You should read the Plan, this Agreement and the Award Notice carefully to ensure you fully understand all the terms and conditions of your Award. In the event of a conflict or ambiguity between the terms of this Award Agreement, the Plan or the Award Notice, the following order of precedence shall apply and control: first the Plan, then this Award Agreement, and then the Award Notice.


 
The People & Compensation Committee has the sole responsibility of interpreting the Plan and the terms of all grants issued thereunder, and its determination of the meaning of any provision in the Plan, this Award Agreement or the Award Notice will be binding on the Participant. To the extent you have been provided with a copy of this Award Agreement, the Plan or any other documents relating to this Award in a language other than English, the English language document will prevail in case of any ambiguity or divergence resulting from the translation of such documents. 4. Effect of Termination of Employment. Any notice period mandated under local law shall not be treated as active employment for the purpose of determining the vesting of the Award; and the Participant’s right to receive Ordinary Shares or CUFS in settlement of the Options after termination of employment, if any, will be measured by the number vested as of the date of termination of the Participant’s active employment by any Group Company and will not be extended by any notice period mandated under local law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether the Participant’s employment by any Group Company has terminated and the effective date of such termination. The vesting of the Options shall cease upon, and no Options shall become vested following, the Participant’s termination of employment for any reason except as may be explicitly provided by the Plan or this Award Agreement. The Participant’s participation in the Plan shall not create a right to further employment with any Group Company and shall not interfere with the ability of any Group Company to terminate the Participant’s employment at any time, with or without cause. To the extent “cause” or any similar term is defined in any written employment letter or agreement between you and the Company, such definition shall apply. In the event of termination of the Participant’s employment with any Group Company before the final Vesting Date, except as otherwise provided in the Plan, a written agreement between James Hardie or any Group Company and the Participant or applicable law, the vesting and exercisability of the Options shall be determined in accordance with Section 6.1(e) of the Plan. 5. Rights of Participants. Holders of Options will not be entitled to vote or entitled to dividends with respect to the Options until the Options have been exercised in accordance with Section 2 and an equivalent number of Ordinary Shares or CUFS have been delivered. Options do not carry any entitlement to participate in new issues of Shares prior to vesting. 6. Taxes and Withholding. James Hardie or any Group Company (as determined by the Committee) shall to the extent required by law, be entitled to deduct, withhold or collect any amount of tax, social security, foreign, federal, state and local taxes, as well as any other tax obligations required by law or regulation to be withheld and/or accounted for to any taxation authority with respect to any taxable event arising with respect to the granting, vesting, exercise, release, sale, assignment or transfer or dealing of the Award or the delivery, disposal or holding of Ordinary Shares or CUFS (collectively, the “Withholding Amount”). This Withholding Amount may be: (a) withheld (as permitted by Applicable law) from other amounts due to the Participant; (b) withheld from the value of any Ordinary Shares or CUFS delivered in connection with the exercise of Options; (c) funded by the sale of Ordinary Shares or CUFS delivered in connection with the exercise of Options by James Hardie, any Group Company or their respective designee or (d) collected directly from the Participant. The Withholding Amount may relate to amounts due in more than one jurisdiction and in all cases shall be as determined by James Hardie or the applicable Group Company in its discretion. In the event that the Participant is primarily liable for taxes on the Options, the Participant will ensure those taxes are paid. The Participant acknowledges that the Participant has been advised to obtain advice from an independent professional advisor with respect to the tax implications of the Options. In addition, the Participant understands and agrees that the number of James Hardie Ordinary Shares or CUFS that the Participant may receive following exercise of Options will also be reduced by any other brokerage, stamp duty, administration charges and interest (collectively “Brokerage Fees”). For tax purposes, however, the Participant will be deemed to have been issued the full number of Ordinary Shares


 
or CUFS notwithstanding that a number of Ordinary Shares or CUFS that are withheld or sold solely for the purpose of paying the Withholding Amount and/or Brokerage Fees. The Participant also agrees that the Ordinary Shares or CUFS to be received resulting from the exercise of Options will not be delivered or released until the Withholding Amount and other obligations have been fully satisfied. The Participant shall provide to James Hardie or any other Group Company which is or was the Participant’s employer as soon as reasonably practicable such information as it reasonably requests for the purposes of complying with its reporting and/or filing obligations in connection with the Award or the Ordinary Shares, CUFS or cash received pursuant to exercise or settlement of the Award. 7. Transferability/ Assignability. This Award is subject to the non-assignability provisions of the Plan and applicable law. This Award is not assignable or transferable except: (a) by will or by the laws of descent and distribution; or (b) upon dissolution of marriage pursuant to a qualified domestic relations order or similar order by a court of competent jurisdiction or, in the discretion of the Committee and under circumstances that would not adversely affect the interests of James Hardie, transfers for estate planning purposes or pursuant to a nominal transfer that does not result in a change in beneficial ownership. Following the death of the Participant, the Options, to the extent provided in Section 4, may be exercised by the Participant’s legal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution. 8. Control Event, Sub-division or Consolidation. Upon any Control Event, compulsory acquisition, Reorganization, winding up or similar event, the Award will be subject to the permitted treatment of the Award as set forth in the Plan, as determined by the Committee in its sole discretion. If James Hardie conducts any share capital reorganization, including by subdividing or consolidating, the Committee may make an appropriate and proportionate adjustment of the number of Ordinary Shares or CUFS to which a holder of Options will be entitled upon vesting, as provided for in the Plan (and subject to applicable listing rules). 9. Not an Employment Agreement. This Award imposes no obligation on James Hardie or any Group Company to employ the Participant for any period. This Award Agreement is not an employment agreement, and no provision of this Award Agreement or the Award Notice shall be construed or interpreted to create an employment relationship between the Participant and James Hardie or any Group Company or to guarantee the right to remain employed for any specified term. Furthermore, except as otherwise expressly provided in a written employment agreement between the Participant and James Hardie or any Group Company, this Award is made solely at the discretion of James Hardie and this Award Agreement, the Plan, and any other Plan documents: (a) are not part of the Participant’s employment contract, if any; and (b) does not guarantee either the Participant’s right to receive any future grants under the Plan (even if Options have been granted repeatedly in the past) or the inclusion of the value of any grants in the calculation of severance payments, if any, upon termination of employment. In accepting the Options, the Participant acknowledges, understands and agrees, except as may otherwise be expressly provided under a written employment letter or agreement between the Participant and the Company, that: a. The Plan is established voluntarily by James Hardie. It is discretionary in nature and it may be modified, amended, suspended or terminated by James Hardie at any time, unless otherwise provided in the Plan and this Award Agreement. b. All decisions with respect to future Award grants, if any, will be at the sole discretion of James Hardie and shall be binding, conclusive and final on the Participant and all other interested persons. c. The Participant is voluntarily participating in the Plan and confirms his or her agreement to the grant of the Options with effect from the Grant Date. d. The Award is an extraordinary item that does not constitute compensation of any kind for


 
employment of any kind rendered to any Group Company, and which is outside the scope of the Participant’s employment contract. e. The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. f. In the event that the Participant is not an employee of the Company or any Group Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Award grant will not be interpreted to form an employment contract with any other Group Company. g. The Options may not be exercised if the delivery of Shares upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, the Options may not be exercised unless (i) a registration statement under the U.S. Exchange Act shall at the time of exercise of the Options be in effect with respect to the shares deliverable upon exercise of the Options or (ii) in the opinion of legal counsel to the Company, the Shares deliverable upon exercise of the Options may be delivered in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. THE PARTICIPANT IS CAUTIONED THAT THE OPTIONS MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT BE ABLE TO EXERCISE AN OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. h. By receiving any Shares resulting from the exercise of the Options, the Participant agrees to be bound by the Articles of Association of the Company. i. The future value of the underlying Shares is unknown and cannot be predicted with certainty. If the Participant obtains Shares upon settlement of the Award, their value may increase or decrease. j. No claim or entitlement to compensation or damages arises from termination of the Award, loss of benefit or prospective benefit or diminution in value of the Award or Shares acquired upon settlement of the Award resulting from termination of the Participant’s employment (for any reason whether or not held to be wrongful, unfair or otherwise in breach of local law) whether by way of damages for unfair dismissal. Wrongful dismissal, breach of contract or otherwise and the Participant irrevocably releases the Company and each other Group Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Award Agreement and the Award Notice, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such a claim. 10. Requirements of Law. This Award shall be subject to all applicable laws, rules and regulations and to all required approvals of any governmental agencies or securities exchange, market or other quotation system. Notwithstanding anything to the contrary herein, James Hardie shall not be obligated to issue any Shares pursuant to this Award, at any time, if the offering of the Shares covered by this Award violates or is not in compliance with any laws, rules or regulations of any state or country. Furthermore, the Participant understands that, to the extent applicable, the laws of the country in which the Participant is working at the time of grant and/or vesting of this Award (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent exercise or settlement of this Award or may subject the Participant to additional procedural or regulatory requirements for which the Participant is solely responsible and that the Participant will have to independently fulfill in


 
relation to this Award, and that sales of Shares may be subject to restrictions under Australian and/or United States securities laws, and the laws, rules or regulations of any other relevant jurisdiction, and under James Hardie’s policies, including insider trading policies and procedures. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing Shares subject to the provisions of this Award Agreement. Any summaries of potentially applicable legal restrictions and requirements furnished in connection with the Plan are not intended to be exhaustive, and the Participant acknowledges that other rules may apply. James Hardie reserves the right to impose other requirements on the Participant’s participation in the Plan, Options granted thereunder, and any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable to comply with applicable law or facilitate the administration of the Plan. 11. Governing Law. This Award Agreement shall be interpreted and construed in accordance with and governed and enforced by the laws of Ireland. 12. Severability. The provisions of this Award Agreement are severable, and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 13. Waiver. No failure or delay by James Hardie to enforce any provision of this Award Agreement or exercise any right or remedy provided by law shall constitute a waiver of that or any other provision, right or remedy, nor shall it prevent or restrict the further exercise of that or any other provision, right or remedy. No single or partial exercise of such provision, right or remedy shall prevent or restrict the further exercise of that or any other provision, right or remedy. 14. Data Privacy. The following provisions shall only apply to the Participant if he or she resides outside the European Economic Area and the United States: a. The Participant voluntarily consents to the collection, use, disclosure and transfer to the United States and other jurisdictions, in electronic or other form, of his or her personal data as described in the Award Agreement and any other Award materials (all such personal information is referred to as Data) by and among, as applicable, the Company and any Group Company for the exclusive purpose of implementing, administering, and managing his or her participation in the Plan. b. The Participant understands that the Company and Group Company(ies) may collect, maintain, process and disclose, certain personal information about him or her, including, but not limited to, his or her name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all equity awards or any other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the exclusive purpose of implementing, administering and, managing the Plan. c. The Participant understands that Data may be transferred to one or more stock plan service provider(s) selected by the Company, which may assist the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have different, including less stringent, data privacy laws and protections than his or her country. The Participant understands if he or she resides in certain jurisdictions, to the extent provided by applicable laws, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative or the James Hardie Data Privacy Office (dpo@jameshardie.com). The Participant authorizes the Company and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the


 
Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing his or her participation in the Plan. d. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan, including to maintain records regarding participation. The Participant understands that if he or she resides in certain jurisdictions, to the extent required by applicable laws, he or she may, at any time, request access to Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents given by accepting these Awards, in any case without cost, by contacting in writing his or her local human resources representative or the James Hardie Data Privacy Office (dpo@jameshardie.com). Further, the Participant understands that he or she is providing these consents on a purely voluntary basis. If the Participant does not consent or if he or she later seeks to revoke his or her consent, his or her engagement as a service provider with the Company or a Group Company will not be adversely affected; the only consequence of refusing or withdrawing his or her consent is that the Company will not be able to grant him or her awards under the Plan or administer or maintain awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan (including the right to retain the Award). The Participant understands that he or she may contact his or her local human resources representative or the James Hardie Data Privacy Office (dpo@jameshardie.com) for more information on the consequences of his or her refusal to consent or withdrawal of consent. The following provisions shall only apply to the Participant if he or she resides in the European Economic Area or the United Kingdom or Switzerland: a. The Participant understands that James Hardie, acting as controller, as well as the his or her employer or other Group Companies, may collect, to the extent permissible under applicable law, certain personal information about the Participant, including name, home address and telephone number, information necessary to process the Awards (e.g., mailing address for a check payment or bank account wire transfer information), date of birth, social insurance number or other identification number, salary, nationality, job title, employment location, any capital shares or directorships held in the Company (but only where needed for legal or tax compliance), any other information necessary to process mandatory tax withholding and reporting, details of all Awards granted, canceled, vested, unvested or outstanding in the Participant’s favor, and where applicable Service termination date and reason for termination (all such personal information is referred to as “Data”). The Data is collected from the Participant, the Group Company and from James Hardie, for the exclusive purpose of implementing, administering and managing the Plan pursuant to the terms of this Award Agreement. The legal basis (that is, the legal justification) for processing the Data is to perform this Award Agreement. The Data must be provided in order for the Participant to participate in the Plan and for the parties to this Award Agreement to perform their respective obligations thereunder. If the Participant does not provide Data, he or she will not be able to participate in the Plan and become a party to this Award Agreement. b. The Participant understands that James Hardie or the applicable Group Company will transfer Data to the Company for purposes of plan administration. James Hardie and any applicable Group Company may also transfer the Participant’s Data to other service providers (such as accounting firms, payroll processing firms or tax firms), as may be selected by the Company in the future, to assist the Company with the implementation, administration and management of this Award Agreement. The Participant understands that the recipients of the Data may be located in the United States, a country that does not benefit from an adequacy decision issued by the European Commission and is not listed by the Swiss supervisory authority as a country with adequate data protection legislation. Where a recipient is located in a country that does not benefit from an adequacy decision or adequacy listing, the transfer of the Data to that recipient will be made pursuant to European Commission-approved standard contractual clauses, a copy of which may be obtained from the James Hardie Data Privacy Office (dpo@jameshardie.com). The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s rights and obligations under this Award Agreement, and for the duration of the relevant statutes of limitations, which may be longer than the term of this Award Agreement.


 
c. James Hardie and any applicable Group Company will take steps in accordance with applicable legislation to keep Data accurate, complete and up-to-date. The Participant is entitled to have any inadequate, incomplete or incorrect Data corrected (that is, rectified). The Participant also has the right to request access to his or her Data as well as additional information about the processing of that Data. Further, the Participant is entitled to object to the processing of Data or have the Participant’s Data erased, under certain circumstances. As from May 25, 2018, and subject to conditions set forth in applicable law, the Participant also is entitled to: (i) restrict the processing of his or her Data so that it is stored but not actively processed (e.g., while the Company assesses whether the Participant is entitled to have Data erased) and (ii) receive a copy of the Data provided pursuant to this Award Agreement or generated by the Participant, in a common machine-readable format. To exercise his or her rights, the Participant may contact his or her local human resources representative. The Participant may also contact the relevant data protection supervisory authority, as he or she has the right to lodge a complaint. The data protection officer may be contacted at the James Hardie Data Privacy Office (dpo@jameshardie.com). 15. Other Award Agreements. This Award is also subject to the terms of any other written agreements between the Participant and James Hardie or any Group Company to the extent that those other agreements do not directly conflict with the terms of the Plan or this Award Agreement. 16. Foreign Exchange / Exchange Control. The Participant acknowledges and agrees that it is the Participant’s sole responsibility to investigate and comply with any applicable foreign exchange or exchange control laws in connection with the issuance, delivery or sale of the Shares pursuant to the Award and that the Participant shall be responsible for any associated compliance or reporting of inbound international fund transfers required under applicable law. The Participant is advised to seek appropriate professional advice as to how the foreign exchange or exchange control regulations apply to the Participant’s specific situation. 17. Electronic delivery. By accepting the Award, the Participant consents to receive any documents related to the Participant’s current or future participation in the Plan by electronic means and to participate in the Plan through any on-line electronic system established and maintained by the Committee. 18. Appendix. Notwithstanding any provisions in this Award Agreement to the contrary, depending on the country in which the Participant resides, certain additional general terms and conditions as set forth in the Appendix will apply to the Participant and any Options issued shall be subject to any special terms and conditions set forth therein for the jurisdiction in which the Participant resides. If the Participant relocates from a jurisdiction not specified in the Appendix to a jurisdiction specified in the Appendix or between the jurisdictions specified in the Appendix, the additional general and special terms and conditions, as applicable, will apply to the Participant, to the extent that the Committee determines that the application of such terms and conditions is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan. The Appendix constitutes part of this Award Agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


 
APPENDIX COUNTRY SPECIFIC TERMS AND CONDITIONS The following general and country-specific notices, disclaimers, and/or terms and conditions apply to all grantees in the countries listed below and may be material to the Participant’s participation in the Plan. Such information may apply if the Participant resides or works in or moves to or otherwise becomes subject to the laws or James Hardie policies of, a particular country while holding or selling Shares received under the Plan. In any such case, James Hardie may also withhold or account for tax or related liabilities in more than one jurisdiction. The Participant is solely responsible for any obligations outlined below. As local laws are often complex and change frequently and the information provided is general in nature and may not apply to any specific situation, James Hardie cannot assure any particular result. Unless otherwise noted, the Options are not registered with any local stock exchange or under the control of any local securities regulator outside the United States. The Ordinary Shares are quoted on the New York Stock Exchange and CFUS are quoted on the Australian Stock Exchange. The Plan, grant documentation, and any other communications or materials that the Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the United States, and do not constitute a public offer. The issuance of securities described in any Plan-related documents is not intended for public offering or circulation in the Participant’s jurisdiction. The Participant should read this Award Agreement carefully and retain a copy in a safe place for future reference. For additional information, please refer to the terms and conditions of the Plan, a copy of which the Participant may request, at no charge, and within a reasonable time, James Hardie will provide them with a copy. AUSTRALIA Important Information for Australian Participants The Award under the Plan is being made under Division 1A of Part 7.12 of the Corporations Act 2001 (Cth). As a result, you may not be given all the information normally expected when receiving an offer of financial products in Australia. Any advice given by or on behalf of James Hardie or any Group Company in relation to financial products offered under the Plan does not consider the Participant’s objectives, financial situation and needs. The Participant should consider obtaining their own personal financial product advice from a person who is licensed by the Australian Securities and Investments Commission (ASIC) to give such advice. James Hardie makes no recommendation about whether the Participant should participate in this Award. The value of the Participant’s Options is based upon the value of James Hardie Ordinary Shares or CUFS on the applicable vesting date in the future. This means that if, in the future, James Hardie’s Ordinary Shares which trade on the New York Stock Exchange or CUFS which trade on the Australian Securities Exchange appreciate in price, then the value of the Participant’s Options will increase, assuming their Options have not been terminated, lapsed or forfeited. All the work James Hardie and its employees do to create increased value in James Hardie is aimed at increasing the stock price so that the Participant’s Options will be valuable; however, other factors (such as investor sentiment, general economic conditions and outlook, international and local stock markets, employment, inflation, interest rates, government policy, taxation and regulation) can affect stock price at a point in time and there are no guarantees about future stock prices which may increase or decrease due to a number of factors. There is no guarantee that the stock price will increase in the future or that an active trading market for the Ordinary Shares or CUFS will exist. There may be relatively few potential buyers or sellers of Ordinary Shares or CUFS on the relevant exchange at any time and this may increase the volatility of the market price of the Ordinary Shares or


 
CUFS. This general information does not purport to list every risk that may be associated with participating in the Plan or holding Options or Ordinary Shares or CUFS now or in the future. Before accepting an offer to be granted the Options, the Participant must wait at least 14 days from the date the offer is received (the “application period”). The Participant will not be deemed to have accepted the Options until the 15th day following the date on which the Award Agreement, Award Notice and related documentation is provided to the Participant. Before accepting an offer to be granted the Options, the Participant should satisfy themselves that they have a sufficient understanding of the risks involved in the investment and should consider if the Options are a suitable investment for them, having regard to their own investment objectives, financial circumstances and taxation position. The Participant does not need to pay anything to receive the Award but will be required to pay the Exercise Price on exercise of any Options. James Hardie will provide to the Participant, within a reasonable time period of their request, details of the current market value of Ordinary Shares or CUFS, including the applicable USD/AUD exchange rate and how this can be obtained. The price (in AUD) for James Hardie’s Ordinary Shares or CUFS can also be found on the Company’s investor relations website www.ir.jameshardie.com.au. Tax Summary The advice given by James Hardie below in relation to the Options granted under the Plan is general in nature and based on Australian income tax laws that are in force as of the Grant Date. As each employee’s circumstances will be different, we strongly recommend that the Participant seek independent tax advice before making any decisions about their Options in relation to their specific personal circumstances. James Hardie and its advisors will not be held responsible to employees who act solely on the information provided below. The below assumes the following: a. Immediately after the Options are granted, the Participant does not hold a beneficial interest in more than 10% of the Ordinary Shares or CUFS in James Hardie and is not in a position to cast or control the casting of more than 10% of the votes that may be cast at a general meeting of the Company. For the purposes of this test, treat any rights to Ordinary Shares or CUFS that the Participant holds (including the Options) as though they are shares. (If the Participant does not meet this condition, the Options will be taxable to the Participant at the Grant Date and it should be noted that the below will not apply.) b. The Participant is, and remains, an Australian resident for taxation purposes and is not a temporary resident. There are special rules in connection with individuals who are temporary residents of Australia or whose residency status changes and these are not addressed below. c. The Participant holds the Options and the resulting issued Ordinary Shares or CUFS in their own name and not through another party (e.g. a superannuation fund, trust, company or spouse). d. The Ordinary Shares or CUFS acquired following exercise of the Options is held on capital account. e. The Participant is an employee of (or providing services as a contractor to) James Hardie at the time of receiving the Options, and the Options are acquired in respect of their employment or contracting arrangement.


 
f. At the time of grant, the Options are acquired at a discount to their fair market value. No tax should arise at the time the Options are granted, even though the Participant has received a valuable right. The Options should be taxable at the deferred taxing point which is likely to be the earliest of the following times: i. after the Options are exercised and when the Participant has been issued and is eligible to dispose of the Ordinary Shares or CUFS (i.e they are not subject to any genuine disposal restrictions); or ii. fifteen years after the date the Options were granted. The assessable amount arising from a deferred taxing point is taxed as ordinary income in the Participant’s tax return in the income year in which the deferred taxing point arises at the individual’s marginal tax rates plus any applicable levies (e.g. Medicare levy). The assessable amount represents the difference between the market value of the Ordinary Shares or CUFS on the deferred taxing point date and the consideration the Participant has provided for the Options (i.e. the Exercise Price). Cessation of employment no longer triggers a deferred taxing point. Thus, no tax implications will arise upon cessation of employment with James Hardie. If the Participant sells their interest in the Ordinary Shares or CUFS within 30 days of the deferred taxing point, the deferred taxing point becomes the time the Ordinary Shares or CUFS were sold. The assessable amount is the sale proceeds of the Ordinary Shares or CUFS, less the consideration paid for the Ordinary Shares or CUFS acquired through exercise of the Options (i.e. the Exercise Price) and sale costs (e.g. brokerage fees). In addition to the tax liability arising at the deferred taxing point, the sale of the Ordinary Shares or CUFS more than 30 days after the deferred taxing point should give rise to a capital gains tax event. The capital gain or capital loss will be calculated on the difference between the sale proceeds and the cost base of the Ordinary Shares or CUFS and sale costs. For this calculation, the cost base of the Ordinary Shares or CUFS will be the market value of the Ordinary Shares or CUFS determined on the date of the deferred taxing point upon which the Participant has already been subject to tax. If a capital gain is realized, the gain (after first offsetting any available capital losses) will be taxed at marginal rates of tax (plus any applicable levies). A 50% discount may be available if the Participant has held the Ordinary Shares or CUFS for more than 12 months since the deferred taxing point. If the sale proceeds are less than the reduced cost base of the Ordinary Shares or CUFS then the Participant will make a capital loss which can be offset, first against any current year capital gains, and then carried forward for offset against any capital gains in future years. The capital gain or capital loss will need to be disclosed in the Participant’s tax return for the income year in which the Ordinary Shares or CUFS are sold. GERMANY Exchange Control Information If the Participant remits proceeds in excess of €50,000 out of or into Germany, such cross-border payment must be reported to the State Central Bank (Deutsche Bundesbank). In the event that the Participant makes or receives a payment in excess of this amount, the Participant is responsible for obtaining the appropriate form and complying with applicable reporting requirements on a monthly basis as further specified in Sec. 71 of the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung - AWV). In case the transactions in securities are processed by a German-based credit institution, the credit institution is obliged to make respective notifications.


 
In addition, the Participant must also report on an annual basis in the unlikely event that the Participant holds Ordinary Shares or CUFS representing 10% or more of the total capital or voting rights of the Company. Securities Disclaimer The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation as implemented in Germany. UNITED STATES Securities Registration The securities subject to this Award are registered with the United States Securities and Exchange Commission pursuant to a registration statement on Form S-8, as amended from time to time, and offers and sales to United States Participants are made solely in accordance with that registration statement and the accompanying plan prospectus. As an issuer subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, the Company files periodic and current reports that are incorporated by reference into the plan prospectus. Employees in the United States may request a paper copy of the current plan prospectus and the documents incorporated by reference, without charge, or may access them electronically via the Company’s designated portal. By accepting your award and this agreement, you and the Company agree to the terms as set forth.


 
JAMES HARDIE INDUSTRIES PLC RESTRICTED STOCK UNIT AWARD AGREEMENT James Hardie Industries plc (“James Hardie” or the “Company”) believes that its business interests are best served by extending to you an award of restricted stock units with the terms and conditions described herein (“RSUs”) pursuant to the terms and conditions of the James Hardie Industries plc Amended and Restated 2001 Equity Incentive Plan, effective August 26, 2021 (the “Plan”). The purpose of the Plan is to promote the interests of James Hardie and its shareholders by using equity interests to attract, retain and motivate the Company’s employees and the employees of James Hardie’s subsidiaries and affiliates (each, a “Group Company”). 1. Nature of Award. Effective as [GRANT DATE] (the “Grant Date”) and subject to your accepting this Restricted Stock Unit Award Agreement (this “Award Agreement”) and the Award Notice (the “Award Notice”), James Hardie hereby grants to you (the “Participant”) an award of RSUs as set forth in this Award Agreement (the “Award”). The Award is subject to the terms and conditions described in this Award Agreement, including the accompanying Appendix attached hereto, the Award Notice, and the Plan. Please note that the Appendix contains country-specific notices, disclaimers and/or terms which may apply to you and may be material to your participation in the Plan. Each RSU represents the right to receive a number of ordinary shares of the Company (“Ordinary Shares”) or CHESS Units of Foreign Securities (“CUFS”), as applicable. CUFS are a form of depositary security that represents a beneficial ownership interest in the securities of a non-Australian corporation in accordance with the Australian Securities Exchange Settlement Operating Rules. Each of James Hardie’s CUFS represents the beneficial ownership of one Ordinary Share. 2. Number of RSUs; Vesting of Award; Settlement. The number of RSUs in your Award is set forth in the Award Notice. For purposes of this Award, each RSU represents the right to receive one Ordinary Share or CUFS, as applicable, upon vesting and settlement of the Award. Subject to the terms and conditions of the Plan, this Award Agreement and the Award Notice, the RSUs shall vest in the amounts and on the date(s) shown below (each, a “Vesting Date”), provided that you remain continuously employed by a Group Company from the Grant Date to the applicable Vesting Date. RSU Vesting Percentage Applicable Vesting Date One-Third One-Third One-Third First anniversary of the Grant Date Second anniversary of the Grant Date Third anniversary of the Grant Date Following the applicable Vesting Date, the number of applicable RSUs that vest, if any, will be settled, at the election of the Company, via delivery of Ordinary Shares or CUFS to you (or a third party for your benefit) as soon as reasonably practicable following the Vesting Date and in no event later than the 15th day of the 3rd calendar month following the calendar year in which the applicable Vesting Date occurs. 3. General Applicability of the Plan. The terms and conditions of the Plan apply to all RSUs granted under this Award. Capitalized terms used but not otherwise defined in this Award Agreement shall have the meaning ascribed thereto in the Plan. You should read the Plan, this Agreement and the Award Notice carefully to ensure you fully understand all the terms and conditions of your Award. In the event of a conflict or ambiguity between the terms of this Award Agreement, the Plan or the Award Notice, the following order of precedence shall apply and control: first the Plan, then this Award Agreement, and then the Award Notice. The People and Compensation Committee (the “Committee”) has the sole responsibility of interpreting the Plan and the terms of all grants issued thereunder, and its determination of the meaning of any provision in the Plan, this Award Agreement or the Award Notice will be binding on the Participant. To the extent you have been provided with a copy of this Award Agreement, the Plan or any other documents relating to this EXHIBIT 10.2


 
Award in a language other than English, the English language document will prevail in case of any ambiguity or divergence resulting from the translation of such documents. 4. Effect of Termination of Employment. Any notice period mandated under local law shall not be treated as active employment for the purpose of determining the vesting of the Award; and the Participant’s right to receive Ordinary Shares or CUFS in settlement of the RSUs after termination of employment, if any, will be measured by the number vested as of the date of termination of the Participant’s active employment by any Group Company and will not be extended by any notice period mandated under local law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether the Participant’s employment by any Group Company has terminated and the effective date of such termination. The vesting of the RSUs shall cease upon, and no RSUs shall become vested following, the Participant’s termination of employment for any reason except as may be explicitly provided by the Plan or this Award Agreement or as otherwise provided by the Committee in its sole discretion. The Participant’s participation in the Plan shall not create a right to further employment with any Group Company and shall not interfere with the ability of any Group Company to terminate the Participant’s employment at any time, with or without cause. To the extent “cause” or any similar term is defined in any written employment letter or agreement between you and the Company, such definition shall apply. In the event of termination of the Participant’s employment with any Group Company before the final Vesting Date, except as otherwise provided in the Plan, a written agreement between James Hardie or any Group Company and the Participant or applicable law: a. Involuntary Termination of Employment for Just Cause. If the Participant’s employment is terminated with any Group Company as a Just Cause Dismissal, all of the Participant’s unvested RSUs will lapse and be forfeited automatically without payment as of the date of such termination. b. Involuntary Termination of Employment due to Redundancy. If the Participant’s employment is terminated by any Group Company due to Redundancy, the RSUs that would have vested between the date of termination and twelve months from the date of termination, if any, will become fully vested as of the date of termination. All unvested RSUs, after giving effect to the preceding sentence, will immediately expire and be forfeited as of the date of such termination of employment, unless the Committee or its delegate otherwise determines that such remaining unvested RSUs or a portion thereof will instead vest (and provides notice to that effect to the Participant, or to the Participant’s estate, if applicable). c. Termination by any Group Company Other than for Just Cause, or due to Redundancy, Death, Retirement or Permanent Disability. If the Participant’s employment with any Group Company is terminated by any Group Company for a reason other than a Just Cause Dismissal, Redundancy, Retirement, death or Permanent Disability, the Participant’s unvested RSUs will expire and be forfeited as of the date of termination. d. Death, Retirement or Permanent Disability. If the Participant’s employment terminates due to death, Retirement or Permanent Disability, all unvested RSUs will automatically vest in full. e. Termination by Participant for Other Reasons. If the Participant terminates their employment and clause 5(a), (b), (c) or (d) do not apply, all unvested RSUs will expire and be forfeited as of the date of termination. 5. Rights of Participants. Holders of RSUs will not be entitled to vote or entitled to dividends with respect to the RSUs until the RSUs have vested and an equivalent number of Ordinary Shares or CUFS


 
have been issued. RSUs do not carry any entitlement to participate in new issues of Shares (as defined in the Plan, “Company Securities”) prior to vesting. 6. Taxes and Withholding. James Hardie or any Group Company (as determined by the Committee) shall to the extent required by law, be entitled to deduct, withhold or collect any withholding, social security, foreign, federal, state and local taxes, as well as any other tax obligations required by law or regulation to be withheld with respect to any taxable event arising with respect to the granting, vesting, release or assignment of the Award or issuance of Ordinary Shares or CUFS (collectively, the “Withholding Amount”). This Withholding Amount may be: (a) withheld from other amounts due to the Participant; (b) withheld from the value of any vested RSUs being settled or any Ordinary Shares or CUFS delivered in connection with the vesting of RSUs; (c) funded by the sale of Ordinary Shares or CUFS delivered in connection with the vesting of RSUs by James Hardie, any Group Company or their respective designee or (d) collected directly from the Participant. The Withholding Amount may relate to amounts due in more than one jurisdiction and in all cases shall be as determined by James Hardie or the applicable Group Company in its discretion. In addition, the Participant understands and agrees that the number of James Hardie Ordinary Shares or CUFS that the Participant may receive following a Vesting Date will also be reduced by any other brokerage, stamp duty, administration charges and interest (collectively “Brokerage Fees”). For tax purposes, however, the Participant will be deemed to have been issued the full number of Ordinary Shares or CUFS notwithstanding that a number of Ordinary Shares or CUFS that are withheld or sold solely for the purpose of paying the Withholding Amount and/or Brokerage Fees. The Participant also agrees that the Ordinary Shares or CUFS to be received resulting from the vesting of RSUs will not be delivered or released until the Withholding Amount and other obligations have been fully satisfied. 7. Transferability/ Assignability. This Award is subject to the non-assignability provisions of the Plan and applicable law. This Award is not assignable or transferable except: (a) by will or by the laws of descent and distribution; or (b) upon dissolution of marriage pursuant to a qualified domestic relations order or similar order by a court of competent jurisdiction or, in the discretion of the Committee and under circumstances that would not adversely affect the interests of James Hardie, transfers for estate planning purposes or pursuant to a nominal transfer that does not result in a change in beneficial ownership. 8. Control Event, Sub-division, or Consolidation. Upon any Control Event, compulsory acquisition, Reorganization, winding up or similar event, the Award will be subject to the permitted treatment of the Award as set forth in the Plan and as determined by the Committee in its sole discretion. If James Hardie conducts any share capital reorganization, including by subdividing or consolidating, the Committee may make an appropriate and proportionate adjustment of the number of Ordinary Shares or CUFS to which a holder of RSUs will be entitled upon vesting, as provided for in the Plan (and subject to applicable listing rules). 9. Not an Employment Agreement. This Award imposes no obligation on James Hardie or any Group Company to employ the Participant for any period. This Award Agreement is not an employment agreement, and no provision of this Award Agreement or the Award Notice shall be construed or interpreted to create an employment relationship between the Participant and James Hardie or any Group Company or to guarantee the right to remain employed for any specified term. Furthermore, except as otherwise expressly provided in a written employment agreement between the Participant and James Hardie or any Group Company, this Award is made solely at the discretion of James Hardie and this Award Agreement, the Plan, and any other Plan documents: (a) are not part of the Participant’s employment contract, if any; Wand (b) does not guarantee either the Participant’s right to receive any future grants under the Plan (even if RSUs have been granted repeatedly in the past) or the inclusion of the value of any grants in the calculation of severance payments, if any, upon termination of employment. In accepting the RSUs, the Participant acknowledges, understands and agrees, except as may otherwise be expressly provided under a written employment letter or agreement between the Participant and the Company, that:


 
a. The Plan is established voluntarily by James Hardie. It is discretionary in nature and it may be modified, amended, suspended or terminated by James Hardie at any time, unless otherwise provided in the Plan and this Award Agreement. b. All decisions with respect to future Award grants, if any, will be at the sole discretion of James Hardie and shall be binding, conclusive and final on the Participant and all other interested persons. c. The Participant is voluntarily participating in the Plan and confirms his or her agreement to the grant of RSUs with effect from the Grant Date. d. The Award is an extraordinary item that does not constitute compensation of any kind for employment of any kind rendered to any Group Company, and which is outside the scope of the Participant’s employment contract. e. The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. f. In the event that the Participant is not an employee of the Company or any Group Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Award grant will not be interpreted to form an employment contract with any other Group Company. g. By receiving any Company Securities resulting from the settlement of the RSUs, the Participant agrees to be bound by the Articles of Association of the Company. h. The future value of the underlying Company Securities is unknown and cannot be predicted with certainty. If the Participant obtains Company Securities upon settlement of the Award, their value may increase or decrease. i. No claim or entitlement to compensation or damages arises from termination of the Award, or diminution in value of the Award or Company Securities acquired upon settlement of the Award resulting from termination of the Participant’s employment (for any reason whether or not in breach of local law) and the Participant irrevocably releases the Company and each other Group Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Award Agreement and the Award Notice, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such a claim. 10. Requirements of Law. This Award shall be subject to all applicable laws, rules and regulations and to all required approvals of any governmental agencies or securities exchange, market or other quotation system. Notwithstanding anything to the contrary herein, James Hardie shall not be obligated to issue any Company Securities pursuant to this Award, at any time, if the offering of the Company Securities covered by this Award violates or is not in compliance with any laws, rules or regulations of any state or country. Furthermore, the Participant understands that, to the extent applicable, the laws of the country in which the Participant is working at the time of grant and/or vesting of this Award (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) may restrict or prevent settlement of this Award or may subject the Participant to additional procedural or regulatory requirements for which the Participant is solely responsible and that the Participant will have to independently fulfill in relation to this Award, and that sales of Company Securities may be subject to restrictions under Australian and/or United States securities laws, and the laws, rules or regulations of any other relevant jurisdiction, and under James Hardie’s policies, including insider trading policies and procedures.


 
Any summaries of potentially applicable legal restrictions and requirements furnished in connection with the Plan are not intended to be exhaustive, and the Participant acknowledges that other rules may apply. James Hardie reserves the right to impose other requirements on the Participant’s participation in the Plan, RSUs granted thereunder, and any Company Securities acquired under the Plan, to the extent the Company determines it is necessary or advisable to comply with applicable law or facilitate the administration of the Plan. 11. Governing Law. This Award Agreement shall be interpreted and construed in accordance with and governed and enforced by the laws of Ireland. 12. Severability. The provisions of this Award Agreement are severable, and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 13. Waiver. No failure or delay by James Hardie to enforce any provision of this Award Agreement or exercise any right or remedy provided by law shall constitute a waiver of that or any other provision, right or remedy, nor shall it prevent or restrict the further exercise of that or any other provision, right or remedy. No single or partial exercise of such provision, right or remedy shall prevent or restrict the further exercise of that or any other provision, right or remedy. 14. Data Privacy. The following provisions shall only apply to the Participant if he or she resides outside the European Economic Area and the United States: a. The Participant voluntarily consents to the collection, use, disclosure and transfer to the United States and other jurisdictions, in electronic or other form, of his or her personal data as described in the Award Agreement and any other Award materials (all such personal information is referred to as Data) by and among, as applicable, the Company and any Group Company for the exclusive purpose of implementing, administering, and managing his or her participation in the Plan. b. The Participant understands that the Company and Group Company(ies) may collect, maintain, process and disclose, certain personal information about him or her, including, but not limited to, his or her name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all equity awards or any other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the exclusive purpose of implementing, administering and, managing the Plan. c. The Participant understands that Data may be transferred to one or more stock plan service provider(s) selected by the Company, which may assist the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have different, including less stringent, data privacy laws and protections than his or her country. The Participant understands if he or she resides in certain jurisdictions, to the extent provided by applicable laws, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative or the James Hardie Data Privacy Office (dpo@jameshardie.com). The Participant authorizes the Company and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing his or her participation in the Plan. d. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan, including to maintain records regarding participation. The Participant understands that if he or she resides in certain jurisdictions, to the extent required by applicable laws, he or she may, at any time, request access to Data, request additional


 
information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents given by accepting these Awards, in any case without cost, by contacting in writing his or her local human resources representative or the James Hardie Data Privacy Office (dpo@jameshardie.com). Further, the Participant understands that he or she is providing these consents on a purely voluntary basis. If the Participant does not consent or if he or she later seeks to revoke his or her consent, his or her engagement as a service provider with the Company or a Group Company will not be adversely affected; the only consequence of refusing or withdrawing his or her consent is that the Company will not be able to grant him or her awards under the Plan or administer or maintain awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan (including the right to retain the Award). The Participant understands that he or she may contact his or her local human resources representative or the James Hardie Data Privacy Office (dpo@jameshardie.com) for more information on the consequences of his or her refusal to consent or withdrawal of consent. The following provisions shall only apply to the Participant if he or she resides in the European Economic Area or the United Kingdom or Switzerland: a. The Participant understands that James Hardie, acting as controller, as well as the his or her employer or other Group Companies, may collect, to the extent permissible under applicable law, certain personal information about the Participant, including name, home address and telephone number, information necessary to process the Awards (e.g., mailing address for a check payment or bank account wire transfer information), date of birth, social insurance number or other identification number, salary, nationality, job title, employment location, any capital shares or directorships held in the Company (but only where needed for legal or tax compliance), any other information necessary to process mandatory tax withholding and reporting, details of all Awards granted, canceled, vested, unvested or outstanding in the Participant’s favor, and where applicable Service termination date and reason for termination (all such personal information is referred to as “Data”). The Data is collected from the Participant, the Group Company and from James Hardie, for the exclusive purpose of implementing, administering and managing the Plan pursuant to the terms of this Award Agreement. The legal basis (that is, the legal justification) for processing the Data is to perform this Award Agreement. The Data must be provided in order for the Participant to participate in the Plan and for the parties to this Award Agreement to perform their respective obligations thereunder. If the Participant does not provide Data, he or she will not be able to participate in the Plan and become a party to this Award Agreement. b. The Participant understands that James Hardie or the applicable Group Company will transfer Data to the Company for purposes of plan administration. James Hardie and any applicable Group Company may also transfer the Participant’s Data to other service providers (such as accounting firms, payroll processing firms or tax firms), as may be selected by the Company in the future, to assist the Company with the implementation, administration and management of this Award Agreement. The Participant understands that the recipients of the Data may be located in the United States, a country that does not benefit from an adequacy decision issued by the European Commission and is not listed by the Swiss supervisory authority as a country with adequate data protection legislation. Where a recipient is located in a country that does not benefit from an adequacy decision or adequacy listing, the transfer of the Data to that recipient will be made pursuant to European Commission-approved standard contractual clauses, a copy of which may be obtained from the James Hardie Data Privacy Office (dpo@jameshardie.com). The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s rights and obligations under this Award Agreement, and for the duration of the relevant statutes of limitations, which may be longer than the term of this Award Agreement. c. James Hardie and any applicable Group Company will take steps in accordance with applicable legislation to keep Data accurate, complete and up-to-date. The Participant is entitled to have any inadequate, incomplete or incorrect Data corrected (that is, rectified). The Participant also has the right to request access to his or her Data as well as additional information about the processing of that Data. Further, the Participant is entitled to object to the processing of Data or have the Participant’s Data erased, under certain circumstances. As from May 25, 2018, and subject to conditions set forth in


 
applicable law, the Participant also is entitled to: (i) restrict the processing of his or her Data so that it is stored but not actively processed (e.g., while the Company assesses whether the Participant is entitled to have Data erased) and (ii) receive a copy of the Data provided pursuant to this Award Agreement or generated by the Participant, in a common machine-readable format. To exercise his or her rights, the Participant may contact his or her local human resources representative. The Participant may also contact the relevant data protection supervisory authority, as he or she has the right to lodge a complaint. The data protection officer may be contacted at the James Hardie Data Privacy Office (dpo@jameshardie.com). 15. Other Award Agreements. This Award is also subject to the terms of any other written agreements between the Participant and James Hardie or any Group Company to the extent that those other agreements do not directly conflict with the terms of the Plan or this Award Agreement. 16. Foreign Exchange / Exchange Control. The Participant acknowledges and agrees that it is the Participant’s sole responsibility to investigate and comply with any applicable foreign exchange or exchange control laws in connection with the issuance, delivery or sale of the Company Securities pursuant to the Award and that the Participant shall be responsible for any associated compliance or reporting of inbound international fund transfers required under applicable law. The Participant is advised to seek appropriate professional advice as to how the foreign exchange or exchange control regulations apply to the Participant’s specific situation. 17. Electronic delivery. By accepting the Award, the Participant consents to receive any documents related to the Participant’s current or future participation in the Plan by electronic means and to participate in the Plan through any on-line electronic system established and maintained by the Committee. 18. Appendix. Notwithstanding any provisions in this Award Agreement to the contrary, depending on the country in which the Participant resides, certain additional general terms and conditions as set forth in the Appendix will apply to the Participant and any RSUs issued shall be subject to any special terms and conditions set forth therein for the jurisdiction in which the Participant resides. If the Participant relocates from a jurisdiction not specified in the Appendix to a jurisdiction specified in the Appendix or between the jurisdictions specified in the Appendix, the additional general and special terms and conditions, as applicable, will apply to the Participant, to the extent that the Committee determines that the application of such terms and conditions is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan. The Appendix constitutes part of this Award Agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


 
APPENDIX COUNTRY SPECIFIC TERMS AND CONDITIONS The following general and country-specific notices, disclaimers, and/or terms and conditions apply to all grantees in the countries listed below and may be material to the Participant’s participation in the Plan. Such information may apply if the Participant resides or works in or moves to or otherwise becomes subject to the laws or James Hardie policies of, a particular country while holding or selling Company Securities received under the Plan. In any such case, James Hardie may also withhold or account for tax or related liabilities in more than one jurisdiction. The Participant is solely responsible for any obligations outlined below. As local laws are often complex and change frequently and the information provided is general in nature and may not apply to any specific situation, James Hardie cannot assure any particular result. Unless otherwise noted, the RSUs are not registered with any local stock exchange or under the control of any local securities regulator outside the United States. The Ordinary Shares are quoted on the New York Stock Exchange and CFUS are quoted on the Australian Stock Exchange. The Plan, grant documentation, and any other communications or materials that the Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the United States, and do not constitute a public offer. The issuance of securities described in any Plan-related documents is not intended for public offering or circulation in the Participant’s jurisdiction. The Participant should read this Award Agreement carefully and retain a copy in a safe place for future reference. For additional information, please refer to the terms and conditions of the Plan, a copy of which the Participant may request, at no charge, and within a reasonable time, James Hardie will provide them with. AUSTRALIA Important Information for Australian Participants The Award under the Plan is being made under Division 1A of Part 7.12 of the Corporations Act 2001 (Cth). As a result, you may not be given all the information normally expected when receiving an offer of financial products in Australia. Any advice given by or on behalf of James Hardie or any Group Company in relation to financial products offered under the Plan does not consider the Participant’s objectives, financial situation and needs. The Participant should consider obtaining their own personal financial product advice from a person who is licensed by the Australian Securities and Investments Commission (ASIC) to give such advice. James Hardie makes no recommendation about whether the Participant should participate in this Award. The value of the Participant’s RSUs is based upon the value of James Hardie Ordinary Shares which trade on the New York Stock Exchange or CUFS which trade on the Australian Securities Exchange on the applicable vesting date in the future. This means that if, in the future, James Hardie’s Ordinary Shares or CUFS appreciate in price, then the value of the Participant’s RSUs will increase, assuming their RSUs have not been terminated, lapsed or forfeited. All the work James Hardie and its employees do to create increased value in James Hardie is aimed at increasing the stock price so that the Participant’s RSUs will be valuable; however, other factors (such as investor sentiment, general economic conditions and outlook, international and local stock markets, employment, inflation, interest rates, government policy, taxation and regulation) can affect stock price at a point in time and there are no guarantees about future stock prices which may increase or decrease due to a number of factors. There is no guarantee that the stock price will increase in the future or that an active trading market for the Ordinary Shares or CUFS will exist. There may be relatively few potential buyers or sellers of Ordinary Shares or CUFS on the relevant exchange at any time and this may increase the volatility of the market price of Ordinary Shares or CUFS. This general


 
information does not purport to list every risk that may be associated with participating in the Plan or holding RSUs or Ordinary Shares or CUFS now or in the future. Before accepting an offer to be granted the RSUs, the Participant should satisfy themselves that they have a sufficient understanding of the risks involved in the investment and should consider if the RSUs are a suitable investment for them, having regard to their own investment objectives, financial circumstances and taxation position. The Participant does not need to pay anything to receive the Award or any Ordinary Shares or CUFS on vesting of any Awards. James Hardie will provide to the Participant, within a reasonable time period of their request, details of the current market value of Ordinary Shares or CUFS, including the applicable USD/AUD exchange rate and how this can be obtained. The price for James Hardie’s Ordinary Shares (in USD) or CUFS (in AUD) can also be found on the Company’s investor relations website www.ir.jameshardie.com.au. Tax Summary The advice given by James Hardie below in relation to the RSUs granted under the Plan is general in nature and based on Australian income tax laws that are in force as of the Grant Date. As each employee’s circumstances will be different, we strongly recommend that the Participant seek independent tax advice before making any decisions about their RSUs in relation to their specific personal circumstances. James Hardie and its advisors will not be held responsible to employees who act solely on the information provided below. The below assumes the following: a. Immediately after the RSUs are granted, the Participant does not hold a beneficial interest in more than 10% of the Ordinary Shares or CUFS in James Hardie and is not in a position to cast or control the casting of more than 10% of the votes that may be cast at a general meeting of the Company. For the purposes of this test, treat any rights to Ordinary Shares or CUFS that the Participant holds (including the RSUs) as though they are shares. (If the Participant does not meet this condition, the RSUs will be taxable to the Participant at the Grant Date and it should be noted that the below will not apply.) b. The Participant is, and remains, an Australian resident for taxation purposes and is not a temporary resident. There are special rules in connection with individuals who are temporary residents of Australia or whose residency status changes and these are not addressed below. c. The Participant holds the RSUs and the resulting issued Ordinary Shares or CUFS in their own name and not through another party (e.g. a superannuation fund, trust, company or spouse). d. The Ordinary Shares or CUFS acquired following vesting of the RSUs are held on capital account. e. The Participant is an employee of (or providing services as a contractor to) James Hardie at the time of receiving the RSUs, and the RSUs are acquired in respect of their employment or contracting arrangement. f. At the time of grant the RSUs are acquired at a discount to their fair market value. No tax should arise at the time the RSUs are granted, even though the Participant has received a valuable right. The RSUs should be taxable at the deferred taxing point which is likely to be the earliest of the following times:


 
i. after the RSUs vest and when the Participant has been issued and is eligible to dispose of the Ordinary Shares or CUFS (i.e they are not subject to any genuine disposal restrictions); or ii. fifteen years after the date the RSUs were granted. The assessable amount arising from a deferred taxing point is taxed as ordinary income in the Participant’s tax return in the income year in which the deferred taxing point arises at the individual’s marginal tax rates plus any applicable levies (e.g. Medicare levy). The assessable amount represents the difference between the market value of the Ordinary Shares or CUFS on the deferred taxing point date and the consideration the Participant has provided for the RSUs (i.e. nil). Cessation of employment no longer triggers a deferred taxing point. Thus, no tax implications will arise upon cessation of employment with James Hardie. If the Participant sells their interest in the Ordinary Shares or CUFS within 30 days of the deferred taxing point, the deferred taxing point becomes the time the Ordinary Shares or CUFS were sold. The assessable amount is the sale proceeds of the Ordinary Shares or CUFS, less the consideration paid for the RSUs or Ordinary Shares or CUFS (i.e. nil) and sale costs (e.g. brokerage fees). In addition to the tax liability arising at the deferred taxing point, the sale of the Ordinary Shares or CUFS more than 30 days after the deferred taxing point should give rise to a capital gains tax event. The capital gain or capital loss will be calculated on the difference between the sale proceeds and the cost base of the Ordinary Shares or CUFS and sale costs. For this calculation, the cost base of the Ordinary Shares or CUFS will be the market value of the Ordinary Shares or CUFS determined on the date of the deferred taxing point upon which the Participant has already been subject to tax. If a capital gain is realized, the gain (after first offsetting any available capital losses) will be taxed at marginal rates of tax (plus any applicable levies). A 50% discount may be available if the Participant has held the Ordinary Shares or CUFS for more than 12 months since the deferred taxing point. If the sale proceeds are less than the reduced cost base of the Ordinary Shares or CUFS then the Participant will make a capital loss which can be offset, first against any current year capital gains, and then carried forward for offset against any capital gains in future years. The capital gain or capital loss will need to be disclosed in the Participants tax return for the income year in which the Ordinary Shares or CUFS are sold. AUSTRIA Securities Law Notification The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation as implemented in Austria. Exchange Control Information Rules regarding the reporting of assets (including Ordinary Shares or CUFS) held outside of Austria may apply to Ordinary Shares or CUFS received upon vesting. If the Participant holds Ordinary Shares or CUFS obtained through the Plan outside of Austria, the Participant must submit a report to the Austrian National Bank. An exemption may apply if the value of the Ordinary Shares or CUFS as of any given quarter does not exceed €30,000,000 or as of December 31 does not exceed €5,000,000. If the former threshold is exceeded, quarterly obligations are imposed, whereas if the latter threshold is exceeded, annual reports must be given. The annual reporting date is as of December 31 and the deadline for filing the annual report is March 31 of the following year.


 
When Ordinary Shares or CUFS are sold, there may be exchange control obligations if the cash received is held outside Austria. If the transaction volume of all the Participant’s accounts abroad exceeds €3,000,000, the movements and balances of all accounts must be reported monthly, as of the last day of the month, on or before the fifteenth day of the following month. BELGIUM Securities Disclaimer The grant of RSUs under the Plan is exempt from the requirement to publish a prospectus under the EU Prospectus Regulation as implemented in Belgium. Foreign Asset Reporting Rules regarding the reporting of assets (including Ordinary Shares or CUFS) held outside Belgium may apply to Ordinary Shares or CUFS received upon vesting. CANADA Terms and Conditions Termination of Continuous Service Status. In the event of the termination of the Participant’s employment (for any reason whatsoever, whether or not later found to be invalid, unlawful, in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or service agreement, if any), except as specifically provided in Section 4 of the Award Agreement, as otherwise determined by the Committee, or as expressly required by applicable employment or labor standards legislation, the Participant’s entitlement to participate in the Plan shall cease as of the Termination Date and the Participant shall not have any entitlement to further vesting of Awards following the Termination Date. For the purposes of this Award Agreement, “Termination Date” means either (a) the last day on which the Participant actively renders services to any Group Company for any reason (including as a director or officer of any Group Company), including, without limitation, by reason of death or Permanent Disability, resignation, termination for cause/a serious reason, termination without cause/a serious reason or constructive dismissal, and expressly excludes any period of contractual, common law, Civil Code of Quebec or other period of reasonable notice of termination of employment or any period of salary or benefits continuance, or other termination or severance payments or benefits which the Participant may then receive or be entitled to receive, or deemed employment, except as otherwise required to satisfy the minimum requirements of applicable employment or labor standards legislation, but, for greater certainty, a Participant’s absence from active work during a period of vacation, temporary illness, authorized leave of absence, maternity, paternity or parental leave or leave on account of disability (that, because of its nature or duration is not a Permanent Disability hereunder) shall not be considered to result in a Termination Date, or (b) on such later date, if applicable, as may be required to satisfy the minimum requirements of applicable employment or labor standards legislation. The Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed or providing services for purposes of the Participant’s RSUs grant (including, but not limited to, whether the Participant may still be considered actively employed or providing services while on an approved leave of absence). Any and all references to the date on which a Participant’s employment was terminated in Section 4 of the Award Agreement shall be interpreted in accordance with the definition of Termination Date, as defined in this Canada-specific Appendix. No Right to Compensation on Forfeiture No damages or compensation shall be payable to any Participant with respect to any Award that is not granted, paid, exercised or settled due to a Participant ceasing to actively render services to any Group Company for any reason, regardless of whether the Participant’s employment is terminated by a Group Company, lawfully or unlawfully, or whether the Participant’s employment is terminated voluntarily by the


 
Participant or involuntarily, except as otherwise expressly required by applicable employment or labor standards legislation. In addition, except as specifically provided in this section or as otherwise determined by the Committee, or as expressly required by applicable employment or labor standards legislation, effective as of a Participant’s Termination Date, the Participant shall forfeit all rights and have no entitlements with respect to any outstanding Awards that would have vested, or become payable, exercisable or be settled after such date, and for greater certainty, the Participant shall be disentitled to and waives any damages as compensation for the loss of the opportunity to vest with respect to any outstanding Awards, receive any payment or other compensation that may or would have been paid or issued with respect to an Award during any applicable period of notice of termination of employment, under common law, civil law, contract or otherwise, except as expressly required by the minimum applicable requirements contained in applicable employment or labor standards legislation. The following provisions apply if the Participant is a resident of Quebec: Language Consent The Participant acknowledges that he/she was provided with this Agreement and the Plan in English, and that by accepting the English version, the Participant confirms that he/she freely elected to be bound by the English version of this Agreement and of the Plan. Le Participant reconnaît avoir reçu la présente Convention en anglais; et, en acceptant la version anglaise, le Participant confirme qu’il/elle a librement choisi d’être lié(e) par les versions anglaises de cette Convention et du Régime. Authorization of Release and Transfer Necessary Personal Information This provision supplements Section 16 of the Agreement: The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes James Hardie, any Group Company and the Administrator of the Plan to disclose and discuss the Plan with his or her advisors. The Participant further authorizes James Hardie, any Group Company to record such information and to keep such information in the employee file. Securities Law Information The Participant is permitted to sell Ordinary Shares or CUFS acquired through the Plan through the designated broker appointed by the Company, provided the resale of Ordinary Shares or CUFS acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Ordinary Shares or CUFS are listed (i.e., Australian Securities Exchange). Foreign Asset/Account Reporting Information Canadian residents are required to report any foreign property (e.g., Ordinary Shares or CUFS acquired under the Plan and possibly unvested RSUs) on form T1135 (Foreign Income Verification Statement) if the total cost of their foreign property exceeds C$100,000 at any time in the year. It is the Participant’s responsibility to comply with these reporting obligations, and the Participant should consult his or her own personal tax advisor in this regard. DENMARK Terms and Conditions This provision substitutes Section 2 of the Agreement:


 
Number of RSUs. The number of RSUs in your Award is set forth in the Award Notice. For purposes of this Award, each RSU represents the right to receive cash based on the value of one CUFS (as defined below) upon vesting and settlement of the Award. As a company incorporated under the laws of Ireland, James Hardie has listed its securities for trading on the Australian Securities Exchange (the ASX) through the use of the Clearing House Electronic Subregister System (CHESS), via CHESS Units of Foreign Securities (CUFS). CUFS are a form of depositary security that represents a beneficial ownership interest in the securities of a non-Australian corporation. Each of James Hardie’s CUFS represents the beneficial ownership of one share of common stock. Each RSU granted entitles the Participant to receive a cash payment based on the value of one CUFS on the applicable vesting date, subject to the RSU vesting. This provision substitutes first paragraph of Section 5 of the Agreement: Effect of Termination of Employment. Any notice period mandated under local law shall not be treated as employment for the purpose of determining the vesting of the Award; and the Participant’s right to receive cash based on the value of CUFS after termination of employment, if any, will be measured by the date of termination of the Participant’s active employment by any Group Company and will not be extended by any notice period mandated under local law. Subject to the foregoing and the provisions of the Plan, the Company, in its sole discretion, shall determine whether the Participant’s employment by any Group Company has terminated and the effective date of such termination. This provision substitutes Section 7 of the Agreement: Taxes and Withholding. James Hardie or any Group Company (as determined by the Committee) shall have the power and right to deduct, withhold or collect any tax, social security contribution, payroll tax or other amount other tax-related withholding obligations required by law or regulation to be withheld with respect to any taxable event arising with respect to the granting or vesting of the Award or issuance of cash (collectively, the Withholding Amount). This Withholding Amount may be: (a) withheld from other amounts due to the Participant; (b) withheld from the value of any vested RSUs being settled or any cash transferred in connection with the vesting of RSUs; or (iii) collected directly from the Participant. The Withholding Amount may relate to amounts due in more than one jurisdiction and in all cases shall be as determined by James Hardie or the applicable Group Company in its discretion. Section 6 (Rights of Participants) of the Agreement and other provisions of the Agreement in relation to RSUs settled in CUFS is not applicable to the Participant in Denmark, as RSUs under this Agreement are settled in cash. Exchange Control Information If the Participant establishes an account holding cash outside Denmark, the Participant must report the account to the Danish Tax Administration. The form which should be used in this respect can be obtained from a local bank. (Please note that these obligations are separate from and in addition to the obligations described below.) FRANCE Language Consent In accepting the grant of the RSUs and this Agreement which provides for the terms and conditions of the RSUs, the Participant confirms that he or she has read and understood the documents relating to the RSUs (the Plan and this Agreement), which were provided in the English language. The Participant accepts the terms of these documents accordingly. Consentement Relatif à la Langue Utilisée


 
En acceptant cette attribution gratuite d’actions et ce contrat qui contient les termes et conditions de cette attribution gratuite d’actions, l’employé confirme ainsi avoir lu et compris les documents relatifs à cette attribution (le Plan et le Contrat d’Attribution) qui lui ont été communiqués en langue anglaise. L’employé en accepte les termes en connaissance de cause. Securities Law Notification The grant of the RSUs is exempt from the requirement to publish a prospectus under the EU Prospectus Regulation as implemented in France. Non-Qualification of Award The RSUs are not intended to be tax-qualified under French tax laws including, without limitation, under Articles L. 225-197-1 to L. 225-197-6 of the French Commercial Code. Exchange Control Information If the Participant holds Ordinary Shares or CUFS outside of France or maintains a foreign bank account, the Participant is required to report such to the French tax authorities when the Participant files his or her annual tax return. Foreign Asset/Account Information The Participant may hold Ordinary Shares or CUFS acquired upon vesting/settlement of the RSUs, any proceeds resulting from the sale of Ordinary Shares or CUFS or any dividends paid on such shares outside of France, provided the Participant declares all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) with his or her annual income tax return. Failure to complete this reporting may trigger penalties for the resident. GERMANY Exchange Control Information If the Participant remits proceeds in excess of €50,000 out of or into Germany, such cross-border payment must be reported to the State Central Bank (Deutsche Bundesbank). In the event that the Participant makes or receives a payment in excess of this amount, the Participant is responsible for obtaining the appropriate form and complying with applicable reporting requirements on a monthly basis as further specified in Sec. 71 of the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung - AWV). In case the transactions in securities are processed by a German-based credit institution, the credit institution is obliged to make respective notifications. In addition, the Participant must also report on an annual basis in the unlikely event that the Participant holds Ordinary Shares or CUFS representing 10% or more of the total capital or voting rights of the Company. Securities Disclaimer The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation as implemented in Germany. IRELAND Important Information for Irish Participants Pursuant to current Irish tax and social security legislation, a charge (collected through withholding and remitted by the employer) to each of income tax, universal social charge and pay related social insurance arises for a Participant on the Vesting Date (rather than the Grant Date) of a RSU (or where the Ordinary


 
Shares or CUFS passes to a Participant on a date prior to the Vesting Date, on that prior date). Each such charge is levied on the full market value of the Ordinary Shares or CUFS on that day. A charge (remittance of which is the responsibility of the Participant) to capital gains tax (CGT) may also arise on the subsequent sale by a Participant of Ordinary Shares or CUFS acquired pursuant to a RSU award. The CGT charge is levied on any gain realized in the value of the Ordinary Shares or CUFS post vesting. LUXEMBOURG Exchange Control Information The Participant is required to report any inward remittances of funds to the Banque Central de Luxembourg and/or the Service Central de La Statistique et des Études Économiques within 15 working days following the month during the transaction occurred. If a Luxembourg financial institution is involved in the transaction, it generally will fulfill the reporting obligation on the Participant’s behalf. However, as long as the issuer is not Luxembourg resident financial company, the statistical reporting obligation should not apply. NETHERLANDS Securities Disclaimer Participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Regulation as implemented in the Netherlands.


 
NEW ZEALAND On request, the Participant is entitled to receive, free of charge, a physical copy of James Hardie’s latest annual report (including its audited financial statements). James Hardie’s annual report is available by electronic means from https://ir.jameshardie.com.au/jh/artable.jsp. Warning: This is an offer of Restricted Stock Units in James Hardie Industries PLC ("James Hardie"). Restricted Stock Units give you a stake in the ownership of James Hardie. If James Hardie runs into financial difficulties and is wound up, you will be paid only after all creditors have been paid. You may lose some or all of your investment. New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision. The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment. Ask questions, read all documents carefully, and seek independent financial advice before committing yourself. Quoted Shares: Restricted Stock Units are not quoted and may not vest, meaning you may not be issued shares in James Hardie. James Hardie intends to quote the Ordinary Shares or CUFS that are obtained upon the vesting of Restricted Stock Units on the ASX or NYSE, as applicable, once the Restricted Stock Units have vested. This means you may be able to sell the Ordinary Shares or CUFS on the ASX or NYSE, as applicable, if there are interested buyers. The price will depend on the demand for the Ordinary Shares or CUFS. The price you get may also vary depending on factors such as the financial condition of James Hardie. Taxation The information below is general in nature and based on New Zealand income tax laws that are in force as of 1 April 2026. As each employee’s circumstances will be different, the Participants are strongly recommended to seek their own professional advice before making any decisions about their RSUs in relation to their specific personal circumstances. James Hardie and its advisors will not be held responsible to employees who act solely on the information provided below. The below assumes the following: a. The Participants are, and remain, New Zealand residents for taxation purposes. There are special rules in connection with individuals whose residency status changes and these are not addressed below. b. The Participants hold the RSUs and the resulting Ordinary Shares or CUFS in the Participant’s own name and not through another party (e.g., a superannuation fund, trust, company or spouse). c. The Ordinary Shares or CUFS acquired following vesting of the RSUs are units representing the Participant’s beneficial ownership of an equivalent number of shares in James Hardie Industries plc (JHX), a company which is incorporated and domiciled in


 
Ireland. Legal ownership of each underlying share in JHX represented by the Ordinary Shares or CUFS will be held on the Participant’s behalf by a nominee company. d. The CUFS acquired following the vesting of the RSUs are not subject to: i) a risk of forfeiture (other than for market value at the time of the transfer); ii) terms which would give rise to a material benefit to the employee in relation to a fall in value of the shares; and iii) a risk that there will be a change in the terms that would impact the value of the CUFS. e. The Participant is an employee of (or provides services to) James Hardie at the time of receiving the RSUs, and the RSUs are acquired in respect of the Participant’s employment. At the time the Participant is granted an RSU, there is no tax due, even though the Participant has received a valuable right. The taxing point for the Participant’s RSU is likely to be the date the RSU vests and the Participant receives the Ordinary Shares or CUFS into which the RSU converts. The assessable amount for tax purposes will be the difference between the market value of the Ordinary Shares or CUFS at vest (converted to New Zealand dollars on the vesting date) and the consideration the Participant provided for the RSUs (i.e., nil). The assessable amount is taxed as ordinary income in the year in which the RSUs vest at the Participant’s marginal rate of income. The Participant may have tax return filing obligations and may also have provisional tax obligations as a result. James Hardie will have an obligation to report the assessable amount derived by the Participant on vesting of their RSUs to the Inland Revenue and this amount will appear in the personal tax summary the Participant receives from the Inland Revenue. If the Participant ceases employment with James Hardie and the unvested RSUs lapse, there will be no tax liability in this instance. If the Participant’s unvested RSUs do not lapse when the Participant ceases employment, they will be assessed on the market value of the RSUs at vesting on the same basis as if the Participant remained employed by James Hardie. If the Participant sells their Ordinary Shares or CUFS immediately upon vesting of their RSUs then the sale price of the Participant’s Ordinary Shares or CUFS will be the taxable amount for the purposes of calculating their taxable income at vesting. However, the New Zealand tax treatment of the Participants holding Ordinary Shares or CUFS and any later sale of their Ordinary Shares or CUFS is a complex question and the Participants need to take their own tax advice on this point in particular, in the context of their own personal circumstances. The comments below apply to the Participants holding and later selling their Ordinary Shares or CUFS, while the comments above relate to the Participants acquiring their Ordinary Shares or CUFS on vesting of their RSUs. If a Participant does not immediately sell their Ordinary Shares or CUFS, their Ordinary Shares or CUFS will be regarded as shares in a foreign company for New Zealand tax purposes. Shares in foreign companies may be subject to the New Zealand foreign investment fund (FIF) regime and taxed accordingly unless an exemption applies. Calculation of a Participant’s income for tax purposes will depend on their personal circumstances and independent advice should be sought. The only exemptions available from the New Zealand FIF regime are: 1. If the foreign entity is resident and liable for tax in Australia and listed on an approved index of the Australian Stock Exchange (not applicable in this case). OR 2. If at no time during the year the aggregate cost incurred in acquiring all FIF interests (i.e., not just the Ordinary Shares or CUFS), by or on behalf of the Participant, does not exceed NZ$50,000 (cost is the market value of the Ordinary Shares or CUFS at vesting of the Participant’s RSUs).


 
If the NZ$50,000 de minimis exemption applies, under current law the sale of Ordinary Shares or CUFS should only be subject to New Zealand income tax if held on revenue account, i.e., if: 1. the Participant is in the business of dealing in shares; or 2. the Participant acquired the Ordinary Shares or CUFS for the purpose of selling or otherwise disposing of them; or 3. the income from sale was derived from the carrying on of a profit-making scheme. The Participant would only be taxable on dividends if the de minimis exemption applies and none of the above 3 circumstances apply. If the FIF regime does apply, the Participant’s FIF portfolios (all such interests, not Ordinary Shares or CUFS in isolation) may be taxed annually at the lesser of either: (A) 5% of the opening value of the portfolio (held on 1 April) - a “fair dividend rate” (FDR) method; or (B) the actual dividends received during the year plus the actual growth in the portfolio. No tax on dividend distributions or gains on disposal would be payable if this FIF regime applies, although annual income calculations for Ordinary Shares or CUFS sold in the same income year as acquired will be calculated separately under a “quick sale” calculation. The quick sale calculation accounts for shares purchased and sold in the same income year. Income tax is payable on the lower of: (a) 5% of average cost of shares sold; or (b) actual gain on “quick sale.” If the Participant make gains in excess of the FIF income calculated, those excess gains are not separately taxed. Resulting income tax is payable at the Participant’s marginal tax rate (39% is the current top rate of tax for individuals in New Zealand). SPAIN Securities Law Notice The RSUs does not qualify under Spanish Law as securities. No “offer to the public,” as defined under Spanish Law, has taken place or will take place in the Spanish territory. Neither the Plan nor this Award Agreement have been registered with the Comisión Nacronal del Mercado de Valores and do not constitute a public offering prospectus. Foreign Assets Reporting The Participant may be subject to certain tax reporting requirements with respect to assets or rights that the Participant holds outside of Spain, including bank accounts, securities and real estate if the aggregate value for particular category of assets exceeds €50,000 as of December 31 each year. Ordinary Shares or CUFS acquired under the Plan or other equity programs offered by the Company constitute securities for purposes of this requirement, but unvested RSUs are not subject to this reporting requirement. If applicable, the Participant must report the Participant’s foreign assets on Form 720 by no later than March 31 following the end of the relevant year. After the rights and/or assets are initially reported, the reporting obligation will only apply if the value of previously-reported rights or assets increases by more than €20,000 as of each subsequent December 31. The Participant is encouraged to consult with his or her personal advisor to determine any obligations in this respect. Share Reporting Requirement The acquisition of Ordinary Shares or CUFS must be declared for statistical purposes to the Direccion General de Comercio e Inversiones (the DGCI), the Bureau for Commerce and Investments, which is a


 
department of the Ministry of Economy and Competitiveness. Generally, the declaration must be filed in January for shares owned as of December 31 of each year; however, if the value of the shares acquired or the amount of the sale proceeds exceeds a designated amount the declaration must be filed within one month of the acquisition or sale, as applicable. The Participant should consult with the Participant’s personal advisor to determine the Participant’s obligations in this respect. Foreign Currency Payments When receiving foreign currency payments exceeding €50,000 derived from the ownership of CUFS (i.e., dividends or proceeds from the sale of the Ordinary Shares or CUFS), the Participant must inform the financial institution receiving the payment of the basis upon which such payment is made. The Participant will need to provide the following information: (i) the Participant’s name, address, and fiscal identification number; (ii) the name and corporate domicile of the Company; (iii) the amount of the payment and the currency used; (iv) the country of origin; (v) the reasons for the payment; and (vi) further information that may be required. SWITZERLAND Securities Law Notification Neither this Award Agreement nor this Appendix constitutes a prospectus pursuant to article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland, and neither this Award Agreement nor this Appendix nor any other offering or marketing material relating to the RSUs may be publicly distributed or otherwise made publicly available in Switzerland. Neither this Award Agreement nor this Appendix, nor the Company nor the RSUs have been or will be filed with or approved by any Swiss regulatory authority. The RSUs are not subject to the supervision by the Swiss Financial Markets Supervisory Authority FINMA (FINMA), and Participants acquiring RSUs will not benefit from protection or supervision by FINMA. UNITED KINGDOM Securities Disclaimer Neither this Award Agreement nor Appendix is an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (FSMA) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan. The Plan and the Award is exclusively available in the UK to bona fide employees and former employees of James Hardie or any Group Company. Taxation The taxation for which the Participant is responsible pursuant to section 6 of this Award Agreement does not include any employer national insurance contributions. It shall be a condition of acquiring any Ordinary Shares or CUFS that, if so requested by the Company, the Participant shall, prior to or upon acquisition of any Ordinary Shares or CUFS, enter into an irrevocable joint election with his employing company pursuant to section 431 of Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) in a form specified by the Company that for the relevant tax purposes the market value of the CUFS acquired is to be calculated as if the Ordinary Shares or CUFS were not restricted securities (as defined in section 423 of ITEPA) and section 425 to 430 of ITEPA are not to apply to such Ordinary Shares or CUFS. UNITED STATES Securities Registration


 
The securities subject to this Award are registered with the United States Securities and Exchange Commission pursuant to a registration statement on Form S-8, as amended from time to time, and offers and sales to United States Participants are made solely in accordance with that registration statement and the accompanying plan prospectus. As an issuer subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, the Company files periodic and current reports that are incorporated by reference into the plan prospectus. Employees in the United States may request a paper copy of the current plan prospectus and the documents incorporated by reference, without charge, or may access them electronically via the Company’s designated portal. Compliance with Section 409A In General. Section 409A of the United States Internal Revenue Code establishes rules governing nonqualified deferred compensation and imposes tax penalties on the recipient of such deferred compensation if these rules are violated. RSUs that entitle an employee or other service provider to receive Ordinary Shares or CUFS following satisfaction of a vesting condition generally will not be subject to Section 409A if the Ordinary Shares or CUFS are issued either at the time of vesting or in any event within 2½ months following the close of the year in which vesting occurs. However, RSUs that may by their terms be settled more than 2½ months following the close of the year in which vesting occurs will be subject to the rules of Section 409A. Special Provisions for Specified Employees. Notwithstanding anything herein to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), as determined under the Company’s established methodology for determining specified employees, at the time of the Participant’s separation from service (as defined below), any payment hereunder that provides for a “deferral of compensation” within the meaning of Section 409A shall not be paid or commence to be paid on any date prior to the first business day after the date that is six months following the Participant’s separation from service; provided, however, that a payment delayed pursuant to this paragraph shall commence earlier in the event of the Participant’s death prior to the end of the six-month period. “Separation from service” has the meaning set forth in Treasury Regulation Section 1.409A-1(h) without regard to alternative service provider elections permitted by such Section. Special Provisions for Retirement-Eligible Participants. If the Participant is eligible for Retirement treatment (as provided for in Section 4(d) of this Award Agreement) as of the Grant Date of this Award or will become eligible for Retirement treatment prior to the Vesting Date set forth in the table in Section 2 of this Award Agreement, special provisions will apply to the Participant that are intended to ensure that their Award complies with the rules of Section 409A. In this case, in lieu of the settlement provisions set forth in Section 2, the following will govern the settlement of your Award: The number of vested RSUs, as determined in accordance with the vesting table in Section 2, will be settled in Ordinary Shares or CUFS by James Hardie as soon as reasonably practicable following the first to occur of (a) the Participant’s separation from service (b) the Vesting Date applicable to such number of vested RSUs as set forth in the vesting table in the Award Agreement, and (c) the occurrence of a Control Event, but only if such Control Event causes the settlement of the RSUs as determined in accordance with Section 8 and only if such Control Event constitutes a 409A Change in Control; provided, that in the case of (a), (b) or (C), such settlement occurs no later than the 60th day following the applicable date. For this purpose: i. “409A Change in Control” means a change in ownership or effective control of the Company as defined in Treasury Regulation Section 1.409A-3(i)(5). Definition of Permanent Disability. “Permanent Disability” shall mean the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be


 
expected to last for a continuous period of not less than 12 months, receiving benefits for a period of not less than three months under a long-term disability plan sponsored by a Group Company, as determined by the applicable Group Company. Potential Individual Tax Penalties. While James Hardie intends that the RSUs granted under the Plan will either be exempt from or comply with the requirements of Section 409A, if the Company grants the Participant a RSU award that is subject to, but fails to comply with, Section 409A, the Participant may be liable for: (a) income taxes on all vested amounts deferred in the current and prior years and not previously included in income; (b) a premium interest tax from the year in which the amount was first deferred or vested; and (c) an additional income tax equal to 20% of the deferred amounts included in your income. The Participant also may be subject to additional state tax penalties if you are subject to income taxation in a state that incorporates Section 409A into its tax code. By accepting the Award, the Participant hereby releases and holds harmless James Hardie, its Group Companies, and their directors, officers and shareholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in connection with the Award, including as a result of the application of Section 409A. By accepting your award and this agreement, you and the Company agree to the terms as set forth.


 
JAMES HARDIE INDUSTRIES PLC LONG TERM INCENTIVE PLAN GLOBAL PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT James Hardie Industries plc (“James Hardie” or the “Company”) believes that its business interests are best served by extending to you an award of performance-based restricted stock units with the terms and conditions described herein (“PSUs”) pursuant to the terms and conditions of the James Hardie Industries plc Long Term Incentive Plan, dated as of August 1, 2006, as amended from time to time (the “Plan”). The purpose of the Plan is to promote the interests of James Hardie and its shareholders by using equity interests to attract, retain and motivate the Company’s employees and the employees of James Hardie’s subsidiaries and affiliates (each, a “Group Company”). 1. Nature of Award. Effective as of [GRANT DATE] (the “Grant Date”), subject to your accepting this Performance-Based Restricted Stock Unit Award Agreement (this “Award Agreement”) and the Award Notice (the “Award Notice”), James Hardie hereby grants to you (the “Participant”) an award of PSUs as set forth in this Award Agreement (the “Award”). The Award is subject to the terms and conditions described in this Award Agreement, including the accompanying Appendices A and B attached hereto, the Award Notice, and the Plan. Please note that Appendix B contains country-specific notices, disclaimers and/or terms which may apply to you and may be material to your participation in the Plan. Each PSU represents the right to receive a number of ordinary shares of the Company (“Ordinary Shares”) or CHESS Units of Foreign Securities (“CUFS”), as applicable. CUFS are a form of depositary security that represents a beneficial ownership interest in the securities of a non-Australian corporation in accordance with the Australian Securities Exchange Settlement Operating Rules. Each of James Hardie’s CUFS represents the beneficial ownership of one Ordinary Share. 2. Number of PSUs; Vesting of Award; Settlement. The target number of PSUs subject to this Award is set forth in Appendix A. Subject to the terms and conditions of the Plan, this Award Agreement and the Award Notice, the PSUs shall vest, if at all, subject to the achievement of the “Performance Measures” specified on Appendix A during the “Performance Period” specified on Appendix A, as certified by the People & Compensation Committee (the “Committee”) on the “Determination Date” specified on Appendix A, provided that you remain continuously employed by a Group Company through the “Vesting Date” specified on Appendix A, unless otherwise provided for in Section 4 of this Award Agreement. Following the Vesting Date, the number of “Earned PSUs” as specified on Appendix A, if any, will be settled, at the election of the Company, via delivery of Ordinary Shares or CUFS to you (or a third party for your benefit) as soon as reasonably practicable following the Vesting Date and not more than 30 days after the Vesting Date, less applicable tax withholdings and other employment taxes. 3. General Applicability of the Plan. The terms and conditions of the Plan apply to all PSUs granted under this Award. Capitalized terms used but not otherwise defined in this Award Agreement shall have the meaning ascribed thereto in the Plan. You should read the Plan, this Award Agreement and the Award Notice carefully to ensure you fully understand all the terms and conditions of your Award. In the event of a conflict or ambiguity between the terms of this Award Agreement, the Plan, and the Award Notice, the following order of precedence shall apply and control: first the Plan, then this Award Agreement, and then the Award Notice. The Committee has the sole responsibility of interpreting the Plan and the terms of all grants issued thereunder, and its determination of the meaning of any provision in the Plan, this Award Agreement or the Award Notice will be binding on you. To the extent you have been provided with a copy of this Award Agreement, the Plan or any other documents relating to this Award in a language other than English, the English language document will prevail in case of any ambiguity or divergence resulting from the translation of such documents. 4. Effect of Termination of Employment. Any notice period mandated under local law shall not be treated as active employment for the purpose of determining the vesting of the Award; and your right to receive Ordinary Shares or CUFS in settlement of the Earned PSUs after termination of employment, if any, will be measured by the number vested as of the date of termination of your active employment by any Group Company and will not be extended by any notice period mandated under local law. Subject to the foregoing and the provisions of the EXHIBIT 10.3


 
Plan, the Company, in its sole discretion, shall determine whether your employment by any Group Company has terminated and the effective date of such termination. The vesting of the PSUs shall cease upon, and no PSUs shall become vested following, your termination of employment for any reason except as may be explicitly provided in this Award Agreement or as otherwise determined by the Committee in its sole discretion. Your participation in the Plan shall not create a right to further employment with any Group Company and shall not interfere with the ability of any Group Company to terminate your employment at any time, with or without cause. To the extent “cause” or any similar term is defined in any written employment letter or agreement between you and the Company, such definition shall apply. In the event of termination of your employment with any Group Company before the Vesting Date, except as otherwise provided in a written agreement between James Hardie or any Group Company and Participant or applicable law: a. Involuntary Termination of Employment for Cause or Resignation of Employment for any Reason. If the Participant’s employment is terminated with any Group Company for Cause or the Participant resigns employment for any reason, all of Participant’s unvested PSUs will lapse and be forfeited automatically without payment as of the date of such termination. b. Involuntary Termination of Employment without Cause or due to Retirement, death, Redundancy or Permanent Disability. If (i) the Participant’s employment is terminated with any Group Company without Cause, or due to Retirement, death, Redundancy, or Permanent Disability, and (ii) the Participant has been continuously employed with any Group Company for a period of at least 12 months following the Grant Date prior to the date of such termination of employment, then: (x) with respect to PSUs for which the Applicable Fiscal Year (as defined in Appendix A) has elapsed as of the Participant’s date of termination, the number of Earned PSUs with respect to such Applicable Fiscal Year shall be earned in full based on the actual achievement of the applicable Performance Measures for such Applicable Fiscal Year, and the Vesting Date for such Earned PSUs shall be the Participant’s date of termination, and (y) with respect to PSUs for the Applicable Fiscal Year in which the Participant’s date of termination occurs, the number of Earned PSUs with respect to such PSUs shall be equal to the Pro-Rata Portion of the number of PSUs that would have been earned based on the actual achievement of the applicable Performance Measures for such Applicable Fiscal Year, and the Vesting Date for such number of Earned PSUs shall be the Participant’s date of termination, and (z) with respect to PSUs for any Applicable Fiscal Year that has not commenced as of the Participant’s date of termination, such PSUs shall be forfeited for no consideration. The “Pro-Rata Portion” shall be calculated in accordance with the procedures approved by the Committee for such calculation and shall generally be determined by reference to the total number of days that the Participant was employed during the Applicable Fiscal Year in which the Participant’s date of termination occurs relative to the total number of days in such Applicable Fiscal Year. Notwithstanding anything to the contrary in this Award Agreement, Earned PSUs that become eligible to be settled in accordance with this Section 4(b) shall be settled as soon as reasonably practicable following the Participant’s date of Termination and in no event later than the later of the 15th day of the third month of the Company’s fiscal year following the Company’s fiscal year in which the Participant’s date of termination occurs and March 15th of the calendar year following the calendar year in which the Participant’s date of termination occurs, and otherwise in accordance with Section 2 of this Award Agreement. The Participant’s remaining unvested PSUs shall automatically be forfeited without payment as of the date of such termination of employment, unless the Committee or its delegate otherwise determines that such remaining unvested PSUs or a portion thereof will instead vest (and provides notice to that effect to the Participant, or in the Participant’s estate, if applicable). Notwithstanding anything in the Plan to the contrary, if following cessation of employment with a Group Company, the Participant enters into a consulting agreement with a Group Company, the period that the Participant serves as a consultant will count as time employed by the Company


 
for purposes of determining his or her pro-rata entitlement to Awards upon termination of employment. For the purposes of this Award Agreement, “Permanent Disability” has the meaning set forth in the James Hardie Industries plc Amended and Restated 2001 Equity Incentive Plan, effective August 26, 2021. c. Control Event. In the event of a Control Event, the Committee may, in its sole discretion, determine the achievement levels of the Performance Measures and accelerate the vesting of any PSUs that have not vested as of the date of the Control Event. 5. Rights of Participants. Holders of PSUs will not be entitled to vote or entitled to dividends, if any, with respect to the PSUs until the PSUs have vested and an equivalent number of Ordinary Shares or CUFS have been issued. PSUs do not carry any entitlement to participate in new issues of Shares (as defined in the Plan, “Company Securities”) prior to vesting. 6. Taxes and Withholding. James Hardie or any Group Company (as determined by the Committee) shall, to the extent required by law, be entitled to deduct, withhold or collect any withholding, social security, foreign, federal, state and local taxes, as well as any other tax obligations required by applicable law to be withheld with respect to any taxable event arising with respect to the granting, vesting, release or assignment of the Award or issuance of Ordinary Shares or CUFS (collectively, the “Withholding Amount”). This Withholding Amount may be: (a) withheld from other amounts due to Participant; (b) withheld from the value of any vested PSUs being settled or any Ordinary Shares or CUFS delivered in connection with the vesting of PSUs; (c) funded by the sale of Ordinary Shares or CUFS delivered in connection with the vesting of PSUs by James Hardie, any Group Company or their respective designee; or (d) collected directly from Participant. The Withholding Amount may relate to amounts due in more than one jurisdiction and in all cases shall be as determined by James Hardie or the applicable Group Company in its discretion. In addition, the Participant understands and agrees that the number of James Hardie Ordinary Shares or CUFS that the Participant may receive following the Vesting Date will also be reduced by any other brokerage, stamp duty, administration charges and interest (collectively, “Brokerage Fees”). For tax purposes, however, the Participant will be deemed to have been issued the full number of Ordinary Shares or CUFS notwithstanding that a number of them that are withheld or sold solely for the purpose of paying the Withholding Amount and/or Brokerage Fees. The Participant also agrees that the Ordinary Shares or CUFS to be received resulting from the Earned PSUs will not be released until the Withholding Amount and other obligations have been fully satisfied. 7. Transferability/ Assignability. Subject to the Plan and applicable law, this Award is not assignable or transferable except: (a) by will or by the laws of descent and distribution; or (b) upon dissolution of marriage pursuant to a qualified domestic relations order or similar order by a court of competent jurisdiction or, in the discretion of the Committee and under circumstances that would not adversely affect the interests of James Hardie, transfers for estate planning purposes or pursuant to a nominal transfer that does not result in a change in beneficial ownership. 8. Control Event, Sub-division or Consolidation. Upon any Control Event, compulsory acquisition, Reorganization, winding up or similar event, the Award will be subject to the permitted treatment for the Award as set forth in the Plan and as determined by the Committee in its sole discretion. If James Hardie conducts any share capital reorganization, including by subdividing or consolidating, the Committee may make an appropriate and proportionate adjustment of the number of Ordinary Shares or CUFS to which a holder of PSUs will be entitled upon vesting, as provided for in the Plan (and subject to applicable listing rules). 9. Not an Employment Agreement. This Award imposes no obligation on James Hardie or any Group Company to employ the Participant for any period. This Award Agreement is not an employment agreement, and no provision of this Award Agreement or the Award Notice shall be construed or interpreted to create an employment relationship between the Participant and James Hardie or any Group Company or to guarantee the right to remain employed for any specified term. Furthermore, except as otherwise expressly provided in a written employment agreement between the Participant and James Hardie or any Group Company, this Award is made solely at the discretion of James Hardie and this Award Agreement, the Award Notice, the Plan, and any other


 
Plan documents: (a) are not part of the Participant’s employment contract, if any; and (b) does not guarantee either the Participant’s right to receive any future grants under the Plan (even if PSUs have been granted repeatedly in the past) or the inclusion of the value of any grants in the calculation of severance payments, if any, upon termination of employment. In accepting the PSUs, the Participant acknowledges, understands and agrees, except as may otherwise be expressly provided under a written employment letter or agreement between the Participant and the Company, that: a. The Plan is established voluntarily by James Hardie. It is discretionary in nature and it may be modified, amended, suspended or terminated by James Hardie at any time, unless otherwise provided in the Plan and this Award Agreement. b. All decisions with respect to future Award grants, if any, will be at the sole discretion of James Hardie and shall be binding, conclusive and final on the Participant and all other interested persons. c. The Participant is voluntarily participating in the Plan and confirms his or her agreement to the grant of PSUs with effect from the Grant Date. d. The Award is an extraordinary item that does not constitute compensation of any kind for employment of any kind rendered to any Group Company, and which is outside the scope of the Participant’s employment contract. e. The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. f. In the event that the Participant is not an employee of the Company or any Group Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company and, furthermore, the Award grant will not be interpreted to form an employment contract with any other Group Company. g. By receiving any Company Securities resulting from the settlement of the PSUs, the Participant agrees to be bound by the Articles of Association of the Company. h. The future value of the underlying Company Securities is unknown and cannot be predicted with certainty. If the Participant obtains Company Securities upon settlement of the Award, their value may increase or decrease. i. No claim or entitlement to compensation or damages arises from termination of the Award or diminution in value of the Award or Company Securities acquired upon settlement of the Award resulting from termination of the Participant’s employment (for any reason whether or not in breach of local law) and the Participant irrevocably releases the Company and each other Group Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Award Agreement and the Award Notice, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such a claim. 10. Requirements of Law. This Award shall be subject to all applicable laws, rules and regulations and to all required approvals of any governmental agencies or securities exchange, market or other quotation system. Notwithstanding anything to the contrary herein, James Hardie shall not be obligated to issue any Company Securities pursuant to this Award, at any time, if the offering of the Company Securities covered by this Award violates or is not in compliance with any laws, rules or regulations of any state or country. Furthermore, the Participant understands that, to the extent applicable, the laws of the country in which the Participant is working at the time of grant and/or vesting of this Award (including any rules or regulations governing


 
securities, foreign exchange, tax, labor or other matters) may restrict or prevent settlement of this Award or may subject the Participant to additional procedural or regulatory requirements for which the Participant is solely responsible and that the Participant will have to independently fulfill in relation to this Award, and that sales of Company Securities may be subject to restrictions under Australian and/or United States securities laws, and the laws, rules or regulations of any other relevant jurisdiction, and under James Hardie’s policies, including insider trading policies and procedures. Any summaries of potentially applicable legal restrictions and requirements furnished in connection with the Plan are not intended to be exhaustive, and the Participant acknowledges that other rules may apply. James Hardie reserves the right to impose other requirements on the Participant’s participation in the Plan, PSUs granted thereunder, and any Company Securities acquired under the Plan, to the extent the Company determines it is necessary or advisable to comply with applicable law or facilitate the administration of the Plan. 11. Governing Law. This Award Agreement shall be interpreted and construed in accordance with and governed and enforced by the laws of Ireland. 12. Severability. The provisions of this Award Agreement are severable, and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 13. Waiver. No failure or delay by James Hardie to enforce any provision of this Award Agreement or exercise any right or remedy provided by law shall constitute a waiver of that or any other provision, right or remedy, nor shall it prevent or restrict the further exercise of that or any other provision, right or remedy. No single or partial exercise of such provision, right or remedy shall prevent or restrict the further exercise of that or any other provision, right or remedy. 14. Data Privacy. The following provisions shall only apply to the Participant if he or she resides outside the European Economic Area and the United States: a. The Participant voluntarily consents to the collection, use, disclosure and transfer to the United States and other jurisdictions, in electronic or other form, of his or her personal data as described in this Award Agreement, the Award Notice and any other Award materials (all such personal information is referred to as “Data”) by and among, as applicable, the Company and any Group Company for the exclusive purpose of implementing, administering, and managing his or her participation in the Plan. b. The Participant understands that the Company and Group Company(ies) may collect, maintain, process and disclose, certain personal information about him or her, including, but not limited to, his or her name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all equity awards or any other entitlement to stock awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the exclusive purpose of implementing, administering and, managing the Plan. c. The Participant understands that Data may be transferred to one or more stock plan service provider(s) selected by the Company, which may assist the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have different, including less stringent, data privacy laws and protections than his or her country. The Participant understands if he or she resides in certain jurisdictions, to the extent provided by applicable laws, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative or the James Hardie Data Privacy Office (dpo@jameshardie.com). The Participant authorizes the Company and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing his or her participation in the Plan.


 
d. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan, including to maintain records regarding participation. The Participant understands that if he or she resides in certain jurisdictions, to the extent required by applicable laws, he or she may, at any time, request access to Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents given by accepting these Awards, in any case without cost, by contacting in writing his or her local human resources representative or the James Hardie Data Privacy Office (dpo@jameshardie.com). Further, the Participant understands that he or she is providing these consents on a purely voluntary basis. If the Participant does not consent or if he or she later seeks to revoke his or her consent, his or her engagement as a service provider with the Company or a Group Company will not be adversely affected; the only consequence of refusing or withdrawing his or her consent is that the Company will not be able to grant him or her awards under the Plan or administer or maintain awards. Therefore, the Participant understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan (including the right to retain the Award). The Participant understands that he or she may contact his or her local human resources representative or the James Hardie Data Privacy Office (dpo@jameshardie.com) for more information on the consequences of his or her refusal to consent or withdrawal of consent. The following provisions shall only apply to the Participant if he or she resides in the European Economic Area: a. The Participant understands that James Hardie, acting as controller, as well as the his or her employer or other Group Companies, may collect, to the extent permissible under applicable law, certain personal information about the Participant, including name, home address and telephone number, information necessary to process the Awards (e.g., mailing address for a check payment or bank account wire transfer information), date of birth, social insurance number or other identification number, salary, nationality, job title, employment location, any capital shares or directorships held in the Company (but only where needed for legal or tax compliance), any other information necessary to process mandatory tax withholding and reporting, details of all Awards granted, canceled, vested, unvested or outstanding in the Participant’s favor, and where applicable Service termination date and reason for termination (all such personal information is referred to as “Data”). The Data is collected from the Participant, the Group Company and from James Hardie, for the exclusive purpose of implementing, administering and managing the Plan pursuant to the terms of this Award Agreement. The legal basis (that is, the legal justification) for processing the Data is to perform this Award Agreement. The Data must be provided in order for the Participant to participate in the Plan and for the parties to this Award Agreement to perform their respective obligations thereunder. If the Participant does not provide Data, he or she will not be able to participate in the Plan and become a party to this Award Agreement. b. The Participant understands that James Hardie or the applicable Group Company will transfer Data to the Company for purposes of plan administration. James Hardie and any applicable Group Company may also transfer the Participant’s Data to other service providers (such as accounting firms, payroll processing firms or tax firms), as may be selected by the Company in the future, to assist the Company with the implementation, administration and management of this Award Agreement. The Participant understands that the recipients of the Data may be located in the United States, a country that does not benefit from an adequacy decision issued by the European Commission and is not listed by the Swiss supervisory authority as a country with adequate data protection legislation. Where a recipient is located in a country that does not benefit from an adequacy decision or adequacy listing, the transfer of the Data to that recipient will be made pursuant to European Commission-approved standard contractual clauses, a copy of which may be obtained from the James Hardie Data Privacy Office (dpo@jameshardie.com). The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s rights and obligations under this Award Agreement, and for the duration of the relevant statutes of limitations, which may be longer than the term of this Award Agreement. c. James Hardie and any applicable Group Company will take steps in accordance with applicable legislation to keep Data accurate, complete and up-to-date. The Participant is entitled to have any inadequate, incomplete or incorrect Data corrected (that is, rectified). The Participant also has the right to request access to his or her Data as well as additional information about the processing of that Data. Further, the Participant is entitled to object to the processing of Data or have the Participant’s Data erased, under certain circumstances. As from May 25, 2018, and subject to conditions set forth in applicable law, the Participant also is entitled to: (i)


 
restrict the processing of his or her Data so that it is stored but not actively processed (e.g., while the Company assesses whether the Participant is entitled to have Data erased) and (ii) receive a copy of the Data provided pursuant to this Award Agreement or generated by the Participant, in a common machine-readable format. To exercise his or her rights, the Participant may contact his or her local human resources representative. The Participant may also contact the relevant data protection supervisory authority, as he or she has the right to lodge a complaint. The data protection officer may be contacted at the James Hardie Data Privacy Office (dpo@jameshardie.com). 15. Other Agreements. This Award is also subject to the terms of any other written agreements between the Participant and James Hardie or any Group Company to the extent that those other agreements do not directly conflict with the terms of the Plan or this Award Agreement. 16. Foreign Exchange / Exchange Control. The Participant acknowledges and agrees that it is the Participant’s sole responsibility to investigate and comply with any applicable foreign exchange or exchange control laws in connection with the issuance, delivery or sale of the Company Securities pursuant to the Award and that the Participant shall be responsible for any associated compliance or reporting of inbound international fund transfers required under applicable law. The Participant is advised to seek appropriate professional advice as to how the foreign exchange or exchange control regulations apply to the Participant’s specific situation. 17. Appendix. Notwithstanding any provisions in this Award Agreement to the contrary, depending on the country in which the Participant resides, certain additional general terms and conditions as set forth in Appendix B will apply to the Participant and any PSUs issued shall be subject to any special terms and conditions set forth therein for the jurisdiction in which the Participant resides. If the Participant relocates from a jurisdiction not specified in the Appendix to a jurisdiction specified in Appendix B or between the jurisdictions specified in Appendix B, the additional general and special terms and conditions, as applicable, will apply to the Participant, to the extent that the Committee determines that the application of such terms and conditions is necessary or advisable in order to comply with applicable law or facilitate the administration of the Plan. Appendix B constitutes part of this Award Agreement. By accepting your award, you and the Company agree to the terms set forth herein. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]


 
APPENDIX A PERFORMANCE CONDITIONS


 
EXHIBIT 1 TO APPENDIX A PEER GROUP


 
APPENDIX B COUNTRY SPECIFIC TERMS AND CONDITIONS The following country-specific notices, disclaimers, and/or terms and conditions apply to all grantees in the countries listed below and may be material to the Participant’s participation in the Plan. Such information may apply if the Participant resides or works in, or moves to or otherwise becomes subject to the laws or James Hardie policies of, a particular country while holding or selling Company Securities received under the Plan. In any such case, James Hardie may also withhold or account for tax or related liabilities in more than one jurisdiction. The Participant is solely responsible for any obligations outlined below. As local laws are often complex and change frequently and the information provided is general in nature and may not apply to any specific situation, James Hardie cannot assure any particular result, and the Participant is encouraged to seek his or her own professional legal and tax advice. Unless otherwise noted, neither the PSUs are not registered with any local stock exchange or under the control of any local securities regulator outside the United States. The Ordinary Shares are quoted on the New York Stock Exchange and CFUS are quoted on the Australian Stock Exchange. The Plan, grant documentation, and any other communications or materials that the Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities outside the United States, and do not constitute a public offer. The issuance of securities described in any Plan-related documents is not intended for public offering or circulation in the Participant’s jurisdiction. The Participant should read this Award Agreement carefully and retain a copy in a safe place for future reference. For additional information, please refer to the terms and conditions of the Plan, a copy of which the Participant may request, at no charge, and within a reasonable time, James Hardie will provide them with a copy. AUSTRALIA Important Information for Australian Participants The offer under the Plan of PSUs is being made under Division 1A of Part 7.12 of the Corporations Act 2001 (Cth). As a result, you may not be given all the information normally expected when receiving an offer of financial products in Australia. Any advice given by or on behalf of James Hardie or any Group Company in relation to financial products offered under the Plan does not take into account the Participant’s objectives, financial situation and needs. The participant should consider obtaining their own personal financial product advice from a person who is licensed by the Australian Securities and Investments Commission (“ASIC”) to give such advice. James Hardie makes no recommendation about whether the Participant should participate in this Award. The value of the Participant’s PSUs is based upon the value of James Hardie Ordinary Shares which trade on the New York Stock Exchange or CUFS which trade on the Australian Securities Exchange on the applicable vesting date in the future. This means that if, in the future, James Hardie’s Ordinary Shares or CUFS appreciate in price, then the value of the Participant’s PSUs will increase, assuming their PSUs have not been terminated, lapsed or forfeited. All the work James Hardie and its employees do to create increased value in James Hardie is aimed at increasing the stock price so that the Participant’s PSUs will be valuable; however, other factors (such as investor sentiment, general economic conditions and outlook, international and local stock markets, employment, inflation, interest rates, government policy, taxation and regulation) can affect stock price at a point in time and there are no guarantees about future stock prices which may increase or decrease due to a number of factors. There is no guarantee that the stock price will increase in the future or that an active trading market for the Ordinary Shares or CUFS will exist. There may be relatively few potential buyers or sellers of Ordinary Shares or CUFS on the relevant exchange at any time and this may increase the volatility of the market price of Ordinary Shares or CUFS. This general


 
information does not purport to list every risk that may be associated with participating in the Plan or holding PSUs or Ordinary Shares or CUFS now or in the future. Before accepting an offer to be granted the PSUs, the Participant should satisfy themselves that they have a sufficient understanding of the risks involved in the investment and should consider if the PSUs are a suitable investment for them, having regard to their own investment objectives, financial circumstances and taxation position. The Participant does not need to pay anything to receive the Award or any Ordinary Shares or CUFS on vesting of any Awards. James Hardie will provide to the Participant, within a reasonable time period of their request, details of the current market value of Ordinary Shares or CUFS, including the applicable USD/AUD exchange rate and how this can be obtained. The price (in AUD) for James Hardie’s Ordinary Shares or CUFS can also be found on the Company’s investor relations website www.ir.jameshardie.com.au. In accordance with the Plan, the Participant is entitled to be issued or transferred a number of Ordinary Shares or CUFS or a cash amount of equivalent value, subject to the vesting of their PSUs. Tax Summary The advice given by James Hardie below in relation to the PSUs granted under the Plan is general in nature and based on Australian income tax laws that are in force as of the Grant Date. As each employee’s circumstances will be different, we strongly recommend that the Participant seek independent tax advice before making any decisions about their PSUs in relation to their specific personal circumstances. James Hardie and its advisors will not be held responsible to employees who act solely on the information provided below. The below assumes the following: a. Immediately after the PSUs are granted, the Participant does not hold a beneficial interest in more than 10% of the Ordinary Shares or CUFS in James Hardie and is not in a position to cast or control the casting of more than 10% of the votes that may be cast at a general meeting of the Company. For the purposes of this test, treat any rights to Ordinary Shares or CUFS that the Participant holds (including PSUs) as though they are shares. (If the Participant does not meet this condition, the PSUs will be taxable to the Participant at the Grant Date and it should be noted that the below will not apply.) b. The Participant is, and remains, an Australian resident for taxation purposes and is not a temporary resident. There are special rules in connection with individuals who are temporary residents of Australia or whose residency status changes and these are not addressed below. c. The Participant holds the PSUs and the resulting issued Ordinary Shares or CUFS in their own name and not through another party (e.g. a superannuation fund, trust, company or spouse). d. The Ordinary Shares or CUFS acquired following vesting of the PSUs are held on capital account. e. The Participant is an employee of (or providing services as a contractor to) James Hardie at the time of receiving the PSUs, and the PSUs are acquired in respect of their employment or contracting arrangement. f. At the time of grant, the PSUs are acquired at a discount to their fair market value.


 
No tax should arise at the time the PSUs are granted., even though the Participant has received a valuable right. The PSUs should be taxable at the deferred taxing point which is likely to be the earliest of the following times: i. after the PSUs vesting when the Participant has been issued and is eligible to dispose of the Ordinary Shares or CUFS (i.e. they are not subject to any genuine disposal restrictions); or ii. fifteen years after the date the PSUs were granted. The assessable amount arising from a deferred taxing point is taxed as ordinary income in the Participant’s tax return in the income year in which the deferred taxing point arises at the individual’s marginal tax rates plus any applicable levies (e.g. Medicare levy). The assessable amount represents the difference between the market value of the Ordinary Shares or CUFS on the deferred taxing point date and the consideration the Participant has provided for the PSUs (i.e. nil). Cessation of employment no longer triggers a deferred taxing point. Thus, no tax implications will arise upon cessation of employment with James Hardie. If the Participant sells their interest in the Ordinary Shares or CUFS within 30 days of the deferred taxing point, the deferred taxing point becomes the time the Ordinary Shares or CUFS were sold. The assessable amount is the sale proceeds of the Ordinary Shares or CUFS, less the consideration paid for the PSUs or Ordinary Shares or CUFS (i.e. nil) and sale costs (e.g. brokerage fees). In addition to the tax liability arising at the deferred taxing point, the sale of the Ordinary Shares or CUFS more than 30 days after the deferred taxing point should give rise to a capital gain or a capital loss. The capital gain or capital loss will be calculated on the difference between the sale proceeds and the cost base of the Ordinary Shares or CUFS and sale costs. For this calculation, the cost base of the Ordinary Shares or CUFS will be the market value of the Ordinary Shares or CUFS determined on the date of the deferred taxing point upon which the Participant has already been subject to tax. If a capital gain is realized, the gain (after first offsetting any available capital losses) will be taxed at marginal rates of tax (plus any applicable levies). A 50% discount may be available if the Participant has held the Ordinary Shares or CUFS for more than 12 months since the deferred taxing point. If the sale proceeds are less than the reduced cost base of the Ordinary Shares or CUFS then the Participant will make a capital loss, which can be offset, first against any current year capital gains, and then carried forward for offset against any capital gains in future years. The capital gain or capital loss will need to be disclosed in the Participant’s tax return for the income year in which the Ordinary Shares or CUFS are sold. GERMANY Tax Consultation The Participant understands that, in connection with the grant or the vesting of the PSUs, and in connection with the acquisition, holding or disposition of the Ordinary Shares or CUFS he or she may suffer adverse tax consequences and may have statutory notification and payment obligations towards his or her employer and/or to the competent tax authorities. The Participant represents that he or she will consult with any tax advisors the Participant deems appropriate in connection with the Award (grant and vesting of PSUs) and, as the case may be, the Ordinary Shares or CUFS (acquisition, holding and disposition) and that the Participant is not relying on the Company or any Group Company for any tax advice.


 
Exchange Control Information If the Participant remits proceeds in excess of €50,000 out of or into Germany, such cross-border payment must be reported to the State Central Bank (Deutsche Bundesbank). In the event that the Participant makes or receives a payment in excess of this amount, the Participant is responsible for obtaining the appropriate form and complying with applicable reporting requirements on a monthly basis as further specified in Sec. 71 of the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung - AWV). In case the transactions in securities are processed by a German-based credit institution, the credit institution is obliged to make respective notifications. In addition, the Participant must also report on an annual basis in the unlikely event that the Participant holds Ordinary Shares or CUFS representing 10% or more of the total capital or voting rights of the Company. Securities Disclaimer The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Germany. UNITED STATES Securities Registration The securities subject to this Award are registered with the United States Securities and Exchange Commission pursuant to a registration statement on Form S-8, as amended from time to time, and offers and sales to United States Participants are made solely in accordance with that registration statement and the accompanying plan prospectus. As an issuer subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, the Company files periodic and current reports that are incorporated by reference into the plan prospectus. Employees in the United States may request a paper copy of the current plan prospectus and the documents incorporated by reference, without charge, or may access them electronically via the Company’s designated portal. Compliance with Section 409A In General. Section 409A of the United States Internal Revenue Code establishes rules governing nonqualified deferred compensation and imposes tax penalties on the recipient of such deferred compensation if these rules are violated. ROCE RSUs that entitle an employee or other service provider to receive CUFS following satisfaction of a vesting condition generally will not be subject to Section 409A if the CUFS are issued either at the time of vesting or in any event within 2½ months following the close of the year in which vesting occurs. However, ROCE RSUs that may by their terms be settled more than 2½ months following the close of the year in which vesting occurs will be subject to the rules of Section 409A. Special Provisions for Specified Employees. Notwithstanding anything herein to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), as determined under the Company’s established methodology for determining specified employees, at the time of the Participant’s separation from service (as defined below), any payment hereunder that provides for a “deferral of compensation” within the meaning of Section 409A shall not be paid or commence to be paid on any date prior to the first business day after the date that is six months following the Participant’s separation from service; provided, however, that a payment delayed pursuant to this paragraph shall commence earlier in the event of the Participant’s death prior to the end of the six-month period. “Separation from service” has the meaning set forth in Treasury Regulation Section 1.409A-1(h) without regard to alternative service provider elections permitted by such Section. Potential Individual Tax Penalties. While James Hardie intends that the ROCE RSUs granted under the Plan will either be exempt from or comply with the requirements of Section 409A, if the Company grants


 
the Participant a ROCE RSU award that is subject to, but fails to comply with, Section 409A, the Participant may be liable for: (a) income taxes on all vested amounts deferred in the current and prior years and not previously included in income; (b) a premium interest tax from the year in which the amount was first deferred or vested; and (c) an additional income tax equal to 20% of the deferred amounts included in your income. The Participant also may be subject to additional state tax penalties if you are subject to income taxation in a state that incorporates Section 409A into its tax code. By accepting the Award, the Participant hereby releases and holds harmless James Hardie, its Group Companies, and their directors, officers and shareholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in connection with the Award, including as a result of the application of Section 409A.


 

EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Aaron Erter, certify that:
1.I have reviewed this quarterly report on Form 10-Q of James Hardie Industries plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2026
/s/ Aaron Erter
Aaron Erter
Chief Executive Officer and Director
(Principal Executive Officer)


EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ryan Lada, certify that:
1.I have reviewed this quarterly report on Form 10-Q of James Hardie Industries plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
Date: August 6, 2026
/s/ Ryan Lada
Ryan Lada
Chief Financial Officer
(Principal Financial Officer)


EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*
In connection with the Quarterly Report on Form 10-Q of James Hardie Industries plc (the “Company”) for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 6, 2026
/s/ Aaron Erter
Aaron Erter
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Ryan Lada
Ryan Lada
Chief Financial Officer
(Principal Financial Officer)
* The foregoing certification is being furnished and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Form 10-Q and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 10-Q, irrespective of any general incorporation language contained in such filing).