James Hardie Industries plc 6-K, filed Jan 9, 2026
James Hardie Industries plc (JHX)
6-K
2026-01-09
For: 2026-01-09
View Original
Added on
April 06, 2026
About this 6-K
James Hardie Industries plc filed this 6-K on January 9, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of January 2026
1-15240
(Commission File Number)
JAMES HARDIE INDUSTRIES plc
(Translation of registrant’s name into English)
1st Floor, Block A
One Park Place
Upper Hatch Street, Dublin 2, D02, FD79, Ireland
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F..X.... Form 40-F.........
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Not Applicable
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Not Applicable
TABLE OF CONTENTS
2
Forward-Looking Statements
This Form 6-K contains forward-looking statements. James Hardie Industries plc (the “Company”) may from time to time make forward-looking statements in its periodic reports filed with or furnished to the Securities and Exchange Commission, on Forms 20-F and 6-K, in its annual reports to shareholders, in offering circulars, invitation memoranda and prospectuses, in media and earnings releases and other written materials and in oral statements made by the Company’s officers, directors or employees to analysts, institutional investors, existing and potential lenders, representatives of the media and others. Statements that are not historical facts are forward-looking statements and such forward-looking statements are statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Examples of forward-looking statements include:
•statements about the future integration of AZEK, including its anticipated benefits;
•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.
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. Readers are cautioned not to place undue reliance on these forward-looking statements and all such forward-looking statements are qualified in their entirety by reference to the following cautionary statements.
3
Forward-looking statements are based on the Company’s current expectations, estimates and assumptions and because forward-looking statements address future results, events and conditions, they, by their very nature, involve inherent risks and uncertainties, many of which are unforeseeable and beyond the Company’s control. Such known and unknown risks, uncertainties and other factors may cause actual results, performance or other achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by these forward-looking statements. These factors, some of which are discussed under “Risk Factors” in Section 3 of our Form 20-F filed with the Securities and Exchange Commission on 20 May 2025, include, but are not limited to: all matters relating to or arising out of the prior manufacture of products that contained asbestos by current and former Company subsidiaries; required contributions to AICF, any shortfall in AICF funding and the effect of currency exchange rate movements on the amount recorded in the Company’s financial statements as an asbestos liability; compliance with and changes in tax laws and treatments; competition and product pricing in the markets in which the Company operates; the consequences of product failures or defects; exposure to environmental, asbestos, putative consumer class action or other legal proceedings; general economic and market conditions; the supply and cost of raw materials; possible increases in competition and the potential that competitors could copy the Company’s products; compliance with and changes in environmental and health and safety laws; risks of conducting business internationally; compliance with and changes in laws and regulations; currency exchange risks; dependence on customer preference and the concentration of the Company’s customer base; dependence on residential and commercial construction markets; the effect of adverse changes in climate or weather patterns; use of accounting estimates; the AZEK acquisition; and all other risks identified in the Company’s reports filed with Australian, Irish and US securities regulatory agencies and exchanges (as appropriate). The Company cautions you that the foregoing list of factors is not exhaustive and that other risks and uncertainties may cause actual results to differ materially from those referenced in the Company’s forward-looking statements. Forward-looking statements speak only as of the date they are made and are statements of the Company’s current expectations concerning future results, events and conditions. The Company assumes no obligation to update any forward-looking statements or information except as required by law.
4
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| Application for quotation of securities - JHX | ||||||||
| Statement of CDIs on issue - JHX | ||||||||
| Appendix 3Y - J SINGH | ||||||||
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| James Hardie Industries plc | ||||||||
| Date: 09 January 2026 | By: /s/ Aoife Rockett | |||||||
Aoife Rockett | ||||||||
Company Secretary | ||||||||
6
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| Application for quotation of securities - JHX | ||||||||
| Statement of CDIs on issue - JHX | ||||||||
| Appendix 3Y - J SINGH | ||||||||
7
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 1 / 7 Announcement Summary Entity name JAMES HARDIE INDUSTRIES PLC Announcement Type New announcement Date of this announcement Wednesday December 24, 2025 The +securities to be quoted are: Total number of +securities to be quoted ASX +security code Security description Number of +securities to be quoted Issue date JHX CHESS DEPOSITARY INTERESTS 1:1 296 17/12/2025 Refer to next page for full details of the announcement +Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 2 / 7 Part 1 - Entity and announcement details 1.1 Name of entity JAMES HARDIE INDUSTRIES PLC We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules. 1.2 Registered number type ARBN Registration number 097829895 1.3 ASX issuer code JHX 1.4 The announcement is 1.5 Date of this announcement 24/12/2025 New announcement
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 3 / 7 Part 2 - Type of Issue 2.1 The +securities to be quoted are: 2.2 The +class of +securities to be quoted is: Additional +securities in a class that is already quoted on ASX ("existing class") +Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 4 / 7 Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B Additional +securities to be quoted in an existing class issued under an +employee incentive scheme FROM (Existing Class) ASX +security code and description No security currently exists FROM (Existing Class) +Security description n/a TO (Existing Class) ASX +security code and description JHX : CHESS DEPOSITARY INTERESTS 1:1 Please state the number of +securities issued under the +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer 296 Please provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms The terms of the James Hardie 2020 Non-Executive Director Equity Plan were summarised in the Notice of Meeting at Item 7 and the applicable Explanatory Notes. That publication is accessible at: https://ir.jameshardie.com.au/financial-information/annual-reports-and-notice-of-meetings Are any of these +securities being issued to +key management personnel (KMP) or an +associate Issue date 17/12/2025 Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? Yes No
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 5 / 7 Issue details Number of +securities to be quoted 296 Are the +securities being issued for a cash consideration? In what currency is the cash consideration being paid? AUD - Australian Dollar What is the issue price per +security? AUD 28.40000000 Any other information the entity wishes to provide about the +securities to be quoted Yes
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 6 / 7 Part 4 - Issued capital following quotation Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise: The figures in parts 4.1 and 4.2 below are automatically generated and may not reflect the entity's current issued capital if other Appendix 2A, Appendix 3G or Appendix 3H forms are currently with ASX for processing. 4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities subject of this application) ASX +security code and description Total number of +securities on issue JHX : CHESS DEPOSITARY INTERESTS 1:1 430,398,404 4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX) ASX +security code and description Total number of +securities on issue JHXAK : RESTRICTED STOCK UNIT 5,195,479 JHXAM : ORDINARY SHARES 149,484,850 JHXAL : OPTION EXPIRING 03-NOV-2027 EX $33.05 269,221
Appendix 2A - Application for quotation of securities Appendix 2A - Application for quotation of securities 7 / 7 Part 5 - Other Listing Rule requirements 5.1 Are the +securities being issued under an exception in Listing Rule 7.2 and therefore the issue does not need any security holder approval under Listing Rule 7.1? 5.1a Select the number of the applicable exception in Listing Rule 7.2 14 Yes
Appendix 4A - Statement of CDIs on issue Appendix 4A - Statement of CDIs on issue 1 / 2 Part 1 - Entity and announcement details 1.1 Name of +Entity JAMES HARDIE INDUSTRIES PLC 1.2 Registered Number Type ARBN Registration Number 097829895 1.3 ASX issuer code JHX 1.4 The announcement is 1.5 Date of this announcement 7/1/2026 New announcement
Appendix 4A - Statement of CDIs on issue Appendix 4A - Statement of CDIs on issue 2 / 2 Part 2 - Details of +CDIs and other +securities on issue 2.1 Statement for month and year December-2025 2.2a Number and class of all +CDIs issued over quoted +securities ASX Security Code and Description JHX : CHESS DEPOSITARY INTERESTS 1:1 +CDI Ratio 1:1 Total number of +CDIs issued over quoted +securities at end of statement month (A): 430,398,404 Total number of +CDIs issued over quoted +securities at end of previous month (B): 430,398,404 Net Difference (A-B) 0 If the total number of +CDIs issued over quoted +securities at the end of the statement month, is greater than the total number of +CDIs issued over quoted +securities for which the entity has previously paid an initial listing fee or an additional listing fee under Table 1A and 1C of Guidance Note 15A, the entity hereby applies for +quotation of the relevant securities and agrees to the matters set out in Appendix 2A of the ASX Listing Rules. 2.2b Number and class of all +securities on issue over which +CDIs have not been issued ASX Security Code and Description JHXAM : ORDINARY SHARES Total number of +securities at end of statement month (A) 149,484,850 Total number of +securities at end of previous month (B) 149,484,850 Net Difference (A-B) 0 ASX Security Code and Description JHXAK : RESTRICTED STOCK UNIT Total number of +securities at end of statement month (A) 5,195,479 Total number of +securities at end of previous month (B) 5,195,479 Net Difference (A-B) 0 ASX Security Code and Description JHXAL : OPTION EXPIRING 03-NOV-2027 EX $33.05 Total number of +securities at end of statement month (A) 269,221 Total number of +securities at end of previous month (B) 269,221 Net Difference (A-B) 0
Exhibit 99.3 Appendix 3Y Change of Director’s Interest Notice | ||
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
Name of entity | James Hardie Industries plc | ||||
ARBN | 097 829 895 | ||||
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Jesse Singh | ||||
| Date of last notice | 18 December 2025 | ||||
+ See chapter 19 for defined terms. | ||
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice | ||
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | Direct | ||||
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. | n/a | ||||
Date of change | 2 January 2026 | ||||
No. of securities held prior to change | Current relevant interest is: Direct: 258,592 Ordinary Shares Indirect: The Linda S.R. Singh Family Trust – 358,797 The Jesse Singh 2016 Irrevocable Trust – 499,740 The Jesse G. Singh Revocable Trust – 555,471 The Jesse Singh 2024 Trust – 103,400 | ||||
| Class | Ordinary shares | ||||
Number acquired | Nil | ||||
| Number disposed | 56,993 | ||||
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation | USD $1,186,024.33 | ||||
| No. of securities held after change | Current relevant interest is: Direct: 201,599 Ordinary Shares Indirect: The Linda S.R. Singh Family Trust – 358,797 The Jesse Singh 2016 Irrevocable Trust – 499,740 The Jesse G. Singh Revocable Trust – 555,471 The Jesse Singh 2024 Trust – 103,400 | ||||
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back | Reflects payment of tax liability by withholding securities in connection with vesting of restricted stock units | ||||
+ See chapter 19 for defined terms. | ||
01/01/2011 Appendix 3Y Page 2
Appendix 3Y Change of Director’s Interest Notice | ||
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
Detail of contract | Nil | ||||
Nature of interest | Nil | ||||
Name of registered holder (if issued securities) | Nil | ||||
Date of change | Nil | ||||
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed | Nil | ||||
| Interest acquired | Nil | ||||
| Interest disposed | Nil | ||||
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation | Nil | ||||
| Interest after change | Nil | ||||
Part 3 – +Closed period
Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required? | No | ||||
| If so, was prior written clearance provided to allow the trade to proceed during this period? | Not applicable | ||||
| If prior written clearance was provided, on what date was this provided? | Not applicable | ||||
+ See chapter 19 for defined terms. | ||
01/01/2011 Appendix 3Y Page 3