James Hardie Industries plc 6-K, filed Oct 2, 2025
James Hardie Industries plc (JHX)
6-K
2025-10-02
For: 2025-10-02
View Original
Added on
April 06, 2026
About this 6-K
James Hardie Industries plc filed this 6-K on October 2, 2025.
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 October 2025
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 acquisition 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 | |||||||
| Change in substantial holding | ||||||||
| Change in substantial holding | ||||||||
| Change in substantial holding | ||||||||
| Investor presentation, dated October 1, 2025 | ||||||||
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: 02 October 2025 | By: /s/ Aoife Rockett | |||||||
Aoife Rockett | ||||||||
Company Secretary | ||||||||
6
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| Change in substantial holding | ||||||||
| Change in substantial holding | ||||||||
| Change in substantial holding | ||||||||
| Investor presentation, dated October 1, 2025 | ||||||||
7
James Hardie Industries plc 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland T: +353 (0) 1 411 6924 F: +353 (0) 1 479 1128 James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland. Directors: Anne Lloyd (Chairperson, USA), Peter-John Davis (Aus), Howard Heckes (USA), Gary Hendrickson (USA), Persio Lisboa (USA), Renee Peterson (USA), John Pfeifer (USA), Rada Rodriguez (Sweden), Suzanne B. Rowland (USA), Jesse Singh (USA), Nigel Stein (UK). Chief Executive Officer and Director: Aaron Erter (USA) Company number: 485719 ARBN: 097 829 895 30 September 2025 The Manager Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam Substantial Holding Notice As required under ASX Listing Rule 3.17.3 please see attached copy of the substantial holding notice received by James Hardie on 25 September 2025. Regards Aoife Rockett Company Secretary This announcement has been authorised for release by the Company Secretary, Ms Aoife Rockett.
Standard Form TR-1 Standard form for notification of major holdings 2. Reason for the notification (please tick the appropriate box or boxes): [ X ] An acquisition or disposal of voting rights [ ] An acquisition or disposal of financial instruments [ ] An event changing the breakdown of voting rights [ ] Other (please specify) iii: 3. Details of person subject to the notification obligation iv : Name: City and country of registered office (if applicable): 4. Full name of shareholder(s) (if different from 3.) v: 8. Total positions of person(s) subject to the notification obligation: A: Voting rights attached to shares Class/type of NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the Central Bank of Ireland) i 1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii: 1,297,401 SUBTOTAL A Direct JAMES HARDIE INDUSTRIES plc Total number of voting rights of issuer vii STATE STREET GLOBAL ADVISORS, AUSTRALIA, LIMITED STATE STREET CORPORATION IE000R94NGM2 3.88% 3.58% 7. Threshold(s) that is/are crossed or reached: 0.30% shares ISIN CODE (if possible) AU000000JHX1 3.88% 18-Sep-2025 2.86% % of voting rights % of voting rights attached to shares (total of 9.A) STATE STREET GLOBAL ADVISORS ASIA LIMITED Indirect STATE STREET BANK AND TRUST COMPANY SSGA FUNDS MANAGEMENT, INC. STATE STREET GLOBAL ADVISORS LIMITED BOSTON, US Resulting situation on the date on which threshold was crossed or reached STATE STREET GLOBAL ADVISORS (JAPAN) CO., LTD. % of voting rights through financial instruments (total of 9.B.1 + 9.B.2) STATE STREET GLOBAL ADVISORS EUROPE LIMITED STATE STREET GLOBAL ADVISORS TRUST COMPANY 429,820,000 Position of previous notification (if applicable) Indirect 15,361,358 9. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii: Ordinary 6. Date on which issuer notified: Ordinary 2.86% Total of both in % (9.A + 9.B) 25-Sep-2025 Above 3.00% STATE STREET GLOBAL ADVISORS, LTD. 5. Date on which the threshold was crossed or reached vi: Number of voting rights ix 3.88% Direct 16,658,759
B 1: Financial Instruments according to Regulation 17(1)(a) of the Regulations [ ] Person subject to the notification obligation is not controlled by any natural person or legal [ X ] Full chain of controlled undertakings through which the voting rights and/or the and voting 12. Additional information xvi: Done at on 11. In case of proxy voting: Number of voting rights Exercise/ Conversion Period xi 0.02% 1.46% 0.28% Type of financial instrument entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer. xiii 0.04% 0.44% 0.02% 1.46% % of voting rights if it equals or is higher than the notifiable threshold 0.28% % of voting rights through financial instruments if it equals or is higher than the notifiable threshold 0.04% BOSTON MA USA % of voting rights rights as of Exercise/ Conversion Period xi STATE STREET GLOBAL ADVISORS TRUST COMPANY Expiration date x STATE STREET GLOBAL ADVISORS, LTD. STATE STREET GLOBAL ADVISORS EUROPE LIMITED will cease to hold STATE STREET GLOBAL ADVISORS (JAPAN) CO., LTD. STATE STREET CORPORATION 25-Sep-2025. Physical or cash settlement xii 1.33% Type of financial instrument 0.01% 0.09% 10. Information in relation to the person subject to the notification obligation (please tick the applicable box): 0.21% 3.88% 1.33% financial instruments are effectively held starting with the ultimate controlling natural person or legal entity xiv: 0.01% 0.09% 0.21% 3.88% STATE STREET BANK AND TRUST COMPANY Name xv B 2: Financial Instruments with similar economic effect according to Regulation 17(1)(b) of the Regulations SUBTOTAL B.2 STATE STREET GLOBAL ADVISORS, AUSTRALIA, LIMITED SUBTOTAL B.1 STATE STREET GLOBAL ADVISORS LIMITED Expiration date x SSGA FUNDS MANAGEMENT, INC. STATE STREET GLOBAL ADVISORS ASIA LIMITED 0.44% % of voting rights Total of both if it equals or is higher than the notifiable threshold Number of voting rights that may be acquired if the instrument is exercised/converted.
James Hardie Industries plc 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland T: +353 (0) 1 411 6924 F: +353 (0) 1 479 1128 James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland. Directors: Anne Lloyd (Chairperson, USA), Peter-John Davis (Aus), Howard Heckes (USA), Gary Hendrickson (USA), Persio Lisboa (USA), Renee Peterson (USA), John Pfeifer (USA), Rada Rodriguez (Sweden), Suzanne B. Rowland (USA), Jesse Singh (USA), Nigel Stein (UK). Chief Executive Officer and Director: Aaron Erter (USA) Company number: 485719 ARBN: 097 829 895 30 September 2025 The Manager Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam Substantial Holding Notice As required under ASX Listing Rule 3.17.3 please see attached copy of the substantial holding notice received by James Hardie on 26 September 2025. Regards Aoife Rockett Company Secretary This announcement has been authorised for release by the Company Secretary, Ms Aoife Rockett.
Standard Form TR-1 Standard form for notification of major holdings 2. Reason for the notification (please tick the appropriate box or boxes): [ X ] An acquisition or disposal of voting rights [ ] An acquisition or disposal of financial instruments [ ] An event changing the breakdown of voting rights [ ] Other (please specify) iii: 3. Details of person subject to the notification obligation iv : Name: City and country of registered office (if applicable): 4. Full name of shareholder(s) (if different from 3.) v: 8. Total positions of person(s) subject to the notification obligation: A: Voting rights attached to shares Class/type of % of voting rights through financial instruments (total of 9.B.1 + 9.B.2) 0.22% STATE STREET GLOBAL ADVISORS TRUST COMPANY STATE STREET GLOBAL ADVISORS EUROPE LIMITED STATE STREET GLOBAL ADVISORS (JAPAN) CO., LTD. IE000R94NGM2 BOSTON, US STATE STREET GLOBAL ADVISORS, AUSTRALIA, LIMITED STATE STREET GLOBAL ADVISORS LIMITED SSGA FUNDS MANAGEMENT, INC. Total number of voting rights of issuer vii STATE STREET CORPORATION STATE STREET GLOBAL ADVISORS, LTD. 579,167,237 Number of voting rights ix 2.66% 7. Threshold(s) that is/are crossed or reached: 5. Date on which the threshold was crossed or reached vi: JAMES HARDIE INDUSTRIES plc 16,674,774 % of voting rights 3.88% % of voting rights attached to shares (total of 9.A) 2.88% 19-Sep-2025 Indirect shares ISIN CODE (if possible) Position of previous notification (if applicable) Indirect 6. Date on which issuer notified: 9. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii: STATE STREET GLOBAL ADVISORS ASIA LIMITED STATE STREET BANK AND TRUST COMPANY Ordinary Ordinary AU000000JHX1 Direct 26-Sep-2025 Below 3.00% Total of both in % (9.A + 9.B) 3.88% SUBTOTAL A 1,301,246 15,373,528 Resulting situation on the date on which threshold was crossed or reached NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the Central Bank of Ireland) i 2.88% Direct 1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii: 2.88%
B 1: Financial Instruments according to Regulation 17(1)(a) of the Regulations [ ] Person subject to the notification obligation is not controlled by any natural person or legal [ X ] Full chain of controlled undertakings through which the voting rights and/or the and voting 12. Additional information xvi: Done at on 0.02% Exercise/ Conversion Period xi STATE STREET GLOBAL ADVISORS ASIA LIMITED SUBTOTAL B.1 SSGA FUNDS MANAGEMENT, INC. Name xv STATE STREET BANK AND TRUST COMPANY Total of both if it equals or is higher than the notifiable threshold 0.32% % of voting rights STATE STREET GLOBAL ADVISORS LIMITED Number of voting rights that may be acquired if the instrument is exercised/converted. 11. In case of proxy voting: Number of voting rights 10. Information in relation to the person subject to the notification obligation (please tick the applicable box): financial instruments are effectively held starting with the ultimate controlling natural person or legal entity xiv: SUBTOTAL B.2 Physical or cash settlement xii 2.88% 0.16% 2.88% 0.99% 0.16% 0.06% STATE STREET GLOBAL ADVISORS EUROPE LIMITED STATE STREET GLOBAL ADVISORS TRUST COMPANY STATE STREET CORPORATION Expiration date x STATE STREET GLOBAL ADVISORS (JAPAN) CO., LTD. Type of financial instrument 0.99% 0.21% 0.02% 1.09% B 2: Financial Instruments with similar economic effect according to Regulation 17(1)(b) of the Regulations Type of financial instrument 0.02% 0.01% entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer. xiii will cease to hold % of voting rights Expiration date x % of voting rights if it equals or is higher than the notifiable threshold 0.21% 0.32% 0.02% 1.09% % of voting rights through financial instruments if it equals or is higher than the notifiable threshold STATE STREET GLOBAL ADVISORS, AUSTRALIA, LIMITED 26-Sep-2025. 0.06% 0.01% Exercise/ Conversion Period xi STATE STREET GLOBAL ADVISORS, LTD. BOSTON MA USA rights as of
James Hardie Industries plc 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland T: +353 (0) 1 411 6924 F: +353 (0) 1 479 1128 James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland. Directors: Anne Lloyd (Chairperson, USA), Peter-John Davis (Aus), Howard Heckes (USA), Gary Hendrickson (USA), Persio Lisboa (USA), Renee Peterson (USA), John Pfeifer (USA), Rada Rodriguez (Sweden), Suzanne B. Rowland (USA), Jesse Singh (USA), Nigel Stein (UK). Chief Executive Officer and Director: Aaron Erter (USA) Company number: 485719 ARBN: 097 829 895 1 October 2025 The Manager Company Announcements Office Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam Substantial Holding Notice As required under ASX Listing Rule 3.17.3 please see attached copy of the substantial holding notice received by James Hardie on 30 September 2025. Regards Aoife Rockett Company Secretary This announcement has been authorised for release by the Company Secretary, Ms Aoife Rockett.
Standard Form TR-1 Standard form for notification of major holdings NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the Central Bank of Ireland)i 1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: JAMES HARDIE INDUSTRIES PLC 2. Reason for the notification (please tick the appropriate box or boxes): [✓] An acquisition or disposal of voting rights [ ] An acquisition or disposal of financial instruments [ ] An event changing the breakdown of voting rights [ ] Other (please specify)iii: Stock merger after M&A completion 3. Details of person subject to the notification obligationiv : Name: FMR LLC City and country of registered office (if applicable): Wilmington, USA 4. Full name of shareholder(s) (if different from 3.)v: 5. Date on which the threshold was crossed or reachedvi: 26th of September 2025 6. Date on which issuer notified: 30th of September 2025 7. Threshold(s) that is/are crossed or reached: 3% 8. Total positions of person(s) subject to the notification obligation: % of voting rights attached to shares (total of 9.A) % of voting rights through financial instruments (total of 9.B.1 + 9.B.2) Total of both in % (9.A + 9.B) Total number of voting rights of issuervii Resulting situation on the date on which threshold was crossed or reached 2.9928% 0.0000% 2.9928% 579,185,043 Position of previous notification (if applicable) 3.9444% 0.0000% 3.9444%
9. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii: A: Voting rights attached to shares Class/type of shares ISIN code (if possible) Number of voting rightsix % of voting rights Direct Indirect Direct Indirect IE000R94NGM2 10,299,489 1.7783% AU000000JHX1 7,034,240 1.2145% SUBTOTAL A 17,333,729 2.9928% B 1: Financial Instruments according to Regulation 17(1)(a) of the Regulations Type of financial instrument Expiration datex Exercise/ Conversion Periodxi Number of voting rights that may be acquired if the instrument is exercised/converted. % of voting rights SUBTOTAL B.1 B 2: Financial Instruments with similar economic effect according to Regulation 17(1)(b) of the Regulations Type of financial instrument Expiration datex Exercise/ Conversion Period xi Physical or cash settlementxii Number of voting rights % of voting rights SUBTOTAL B.2
10. Information in relation to the person subject to the notification obligation (please tick the applicable box): [ ] Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.xiii [✓] Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv: Namexv % of voting rights if it equals or is higher than the notifiable threshold % of voting rights through financial instruments if it equals or is higher than the notifiable threshold Total of both if it equals or is higher than the notifiable threshold FMR LLC Fidelity Management & Research Company LLC FMR LLC FMTC Holdings LLC Fidelity Management Trust Company FMR LLC FIAM Holdings LLC FIAM LLC FMR LLC Fidelity Management & Research Company LLC Fidelity Management & Research (Japan) Limited FMR LLC FIAM Holdings LLC
Fidelity Institutional Asset Management Trust Company FMR LLC Fidelity Advisory Holdings LLC Strategic Advisers LLC FMR LLC Fidelity Diversifying Solutions LLC 11. In case of proxy voting: [name of the proxy holder] will cease to hold [% and number] voting rights as of [date] 12. Additional informationxvi: Done at Dublin on 30thof Sep 2025.
Notes i. Persons completing this form should have regard to the requirements of the Transparency (Directive 2004/109/EC) Regulations 2007 as amended (the “Regulations”), the Central Bank of Ireland’s Transparency Rules (the “Transparency Rules”) and Commission Delegated Regulation (EU) 2015/761 of 17 December 2014. ii Full name of the legal entity and other identifying specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity). iii Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting in concert. iv This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in Regulation 15(b) to (h) of the Regulations (Article 10 (b) to (h) of Directive 2004/109/EC); or (c) the holder of financial instruments referred to in Regulation 17(1) of the Regulations (Article 13(1) of Directive 2004/109/EC). As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert. In relation to the transactions referred to in points (b) to (h) of Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC), the following list is provided as an indication of the persons who should be mentioned: - in the circumstances foreseen in letter (b) of Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC), the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights; - in the circumstances foreseen in letter (c) of the Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC), the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions; - in the circumstances foreseen in letter (d) of Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC), the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created; - in the circumstances foreseen in letter (e) of Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC), the controlling natural person or legal entity and, provided it has a notification duty at an individual level under Regulation 14 of the Regulations (Article 9 of Directive 2004/109/EC), under letters (a) to (d) of Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC) or under a combination of any of those situations, the controlled undertaking; - in the circumstances foreseen in letter (f) of Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC), the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion; - in the circumstances foreseen in letter (g) of Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC), the natural person or legal entity that controls the voting rights; - in the circumstances foreseen in letter (h) of Regulation 15 of the Regulations (Article 10 of Directive 2004/109/EC), the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies). v Applicable in the cases provided for in Regulation 15(b) to (h) of the Regulations (Article 10 (b) to (h) of Directive 2004/109/EC). This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Regulation 15 of the Regulations (Article 10 Directive 2004/109/EC) unless the percentage of voting rights held by the shareholder is lower than the lowest notifiable threshold for the disclosure of voting rights holdings in accordance with the requirements of the Regulations and the Transparency Rules. vi The date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took effect.
vii The total number of voting rights shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the exercise thereof is suspended. viii If the holding has fallen below the lowest applicable threshold in accordance with the Regulations and the Transparency Rules the holder is not obliged to disclose the extent of the holding only that the holding is “below 3%” or “below 5%” as appropriate. ix In case of combined holdings of shares with voting rights attached "direct holding" and voting rights "indirect holding", please split the voting rights number and percentage into the direct and indirect columns – if there is no combined holdings, please leave the relevant box blank. x Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends. xi If the financial instrument has such a period – please specify this period – for example once every 3 months starting from [date]. xii In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta-adjusted basis (Regulation 17(4) of the Regulations/Article 13(1a) of Directive 2004/109/EC). xiii If the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies. xiv The full chain of controlled undertakings, starting with the ultimate controlling natural person or legal entity, has to be presented also in cases in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification, as only thus will the markets get a full picture of the group holdings. In the case of multiple chains through which the voting rights and/or financial instruments are effectively held, the chains have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F etc.). xv The names of controlled undertakings through which the voting rights and/or financial instruments are effectively held have to be presented irrespective of whether the controlled undertakings cross or reach the lowest applicable threshold themselves. xvi Example: Correction of a previous notification.
2 October, 2025 SYDNEY and CHICAGO, October 2, 2025 – James Hardie Industries plc (ASX/NYSE: JHX) (James Hardie) refers to the attached material regarding its compensation structure and alignment which will be made available on its website. This communication has been authorized by the Board of Directors of James Hardie Industries plc.
Supplementary Presentation: Compensation Structure & Alignment October 1, 2025 © 2023 Warner Bros. Discovery, Inc. or its subsidiaries and affiliates. All trademarks are the property of their respective owners. All rights reserved.
1 REMUNERATION PHILOSOPHY AND GEOGRAPHIC CONSIDERATIONS Our Top Five FY25 Named Executive Officers are based in the US 100% NEOs and nearly all senior executives are U.S.-based Largest Business Segments operate in the U.S. ASX: JHX / NYSE: JHX Stock exchange dual-listed on ASX and NYSE 80% of James Hardie revenue comes from the U.S. Aaron Erter Chief Executive Officer Chicago, US Rachel Wilson Chief Financial Officer Chicago, US Sean Gadd President, North America Chicago, US Tim Beastrom Chief Legal Officer Chicago, US Ryan Kilcullen Chief Operations Officer Chicago, US Our remuneration philosophy is structured to enable us to attract, incentivize and retain the best executive talent, reward outstanding performance and align the interests of our executives to shareholder experience, with the ultimate goal of creating long-term value. Additionally, the Board and People and Remuneration Committee strive to align pay with U.S. compensation standards, which differ from Australian markets, to ensure we remain competitive and equipped with a leadership team who can guide our ambitious growth strategy.
2 13% 16% 18% 18% 35% FY25 REMUNERATION OUTCOMES ALIGN WITH PERFORMANCE Performance-Based FY25 CEO Target Pay Mix 87% At-Risk Short-Term Corporate Performance Payout: • Payout at 1.5x of target, reflecting strong financial performance in FY25 • North America: Management accelerated HOS savings and managed costs, boosting EBIT margin; expanded capacity in Prattville, AL, and opened Westfield, MA operations • APAC: Achieved record EBIT margin • Europe: Reached record net sales • Global: Payout reflects negative discretion applied to uphold the high bar for Zero Harm culture, despite above- threshold performance Long-Term Incentive Plan Payouts: • rTSR (25%): No payout due to below-threshold performance • ROCE (25%): 2.0x target payout based on 48.6% ROCE reflects record ROCE performance • Scorecard (50%): 1.57x of target payout on average driven by strong organic revenue growth and EBIT margin financial performance in key markets and operational results FY25 Target Pay FY25 Realizable Pay FY25 CEO Target vs. Realizable Pay* * Target Pay: salary, target short-term annual bonus opportunity and target long-term incentive opportunity as disclosed on applicable Form 20-F Realizable Pay: base salary and short-term annual incentive actually paid, long-term incentives valued using stock price as of 8/17/2025 and current assumptions regarding likelihood of vesting Incentive plan outcomes demonstrate robust pay-for- performance alignment, with >10% decline in FY25 realizable CEO compensation value as compared to FY25 annual target pay $8.6M $7.7M FY25 Incentive Plan Outcomes Reflect Strong Financial Results CEO target pay has been set in close proximity of the peer group median every year since appointment to the role in 2022
3 UPDATES TO FY26 LTI PLAN REFLECT SHAREHOLDER FEEDBACK ✓ Increased the weighting of ROCE and rTSR components to 33% each in response to shareholder feedback to enhance alignment with shareholder returns and financial performance — Scorecard component weighting was reduced from 50% to 33% of the LTI structure ✓ Lowered the maximum LTI payout opportunity from 250% to 233% as a result of the reallocation of the weightings across the LTI components — The Board maintains negative discretion on the ROCE and Scorecard RSUs on vesting ✓ Made Scorecard more quantitative with assigned metric weightings and increasingly quantitative performance hurdles in response to shareholder preference for greater transparency and reduced discretion in assessing Scorecard performance — The Scorecard is designed to pay at target for attaining the defined goals, with most goals quantitative — No payout is provided for below-target performance results, underscoring the rigor — Assigned weightings to each metric for the first time starting in fiscal 2026 ✓ Changed the peer group for the rTSR RSU to the S&P 500 Index to incentivize outperformance relative to a more rigorous and less volatile market comparison — The S&P 500 benchmarks is more rigorous, based on relative performance over the last 5 years — Maximum payout hurdle remains at the 80th percentile, above peer and market standard ✓ FY26 CEO target compensation remained unchanged in both STI target percentage and LTI target value Board is committed to maintaining an open dialogue with shareholders and evolving compensation program based on shareholder preferences and our strategic priorities Board proactively engaged with numerous shareholders and proxy advisors after the FY24 AGM FY26 Long-Term Incentive Plan Changes
4 FY26 LONG-TERM INCENTIVE DESIGN SUPPORTS STRATEGIC GROWTH Threshold 40th percentile Target 60th percentile Maximum 80th percentile ROCE RSUs (1/3 of LTI Target) Relative TSR RSUs (1/3 of LTI Target) Scorecard (1/3 of LTI Target) Incentivizes efficient capital use as the necessary precondition for the creation of additional shareholder value See slide 5 for details on the ROCE metric rigor Aligns pay with key strategic initiatives across the Company, including integration priorities Realizable value paid in cash but tied to share price performance See slide 6 for details on FY26 Scorecard metric rigor Sets rigorous targets to incentivize above- market performance relative to the S&P 500 Performance hurdles set above peer and market benchmarks LTI metrics encompass a diverse range of factors, which reflect longer-term performance and provide an appropriate incentive to drive shareholder value creation
5 FY26-28 ROCE RSU TARGET REFLECTS AZEK ACQUISITION • Capital investments have positioned James Hardie for future growth by expanding capacity, critical for our ability to deliver long-term value: • The AZEK acquisition has a short-term downward impact on ROCE • We expect capacity investments to accelerate EBIT growth and enhance our capital efficiency over the long-term • On a continuing basis for our legacy operations, the rigor of the ROCE metrics remained unchanged from the prior years; AZEK’s historical ROCE has been lower compared to James Hardie’s • ROCE forecasts for FY26-28 rely on a pro-forma preliminary estimate for a combined company; we do not have full year results on AZEK’s contribution yet • Acquisition costs, such as the step up of AZEK’s PPE, are recorded upfront, whereas synergies will be reflected in subsequent years • ROCE is anticipated to improve annually after FY26 • The target aligns with the FY26 projection and guidance for the combined organization AZEK Acquisition Impact on FY26-28 ROCE Goals The Board retains its negative discretion on vesting ROCE Amount of Target ROCE RSUs to Vest < 25.0% 0.0x > 25.0% but < 28.5% 0.5x > 28.5% but < 32.0% 1.0x > 32.0% but < 35.0% 1.5x > 35.0% 2.0x ROCE performance hurdles reflect challenging targets that maintain the same level of rigor as in prior years and incentivize performance aligned with strategic growth priorities
6 FY26-28 SCORECARD GOALS ALIGN WITH STRATEGIC INITIATIVES Metric Weight North America Integration 25% Cost Synergies: $125M Commercial Synergies: $113M Each function received specific cost and commercial synergy targets making up the above combined targets. While these functional targets are confidential, each executive will be measured based on their individual contributions to these specific targets at the end of the three-year performance period. Net Sales Growth 20% Net Sales Growth CAGR, excluding synergies, of at least 2% with mid-to-high single-digit growth in FY27-28, post high single digit decline in FY26. Assumed FY27 and 28 market volume growth of 0% Average EBITDA % FY26-FY28* 20% ≥ 28.5% threshold People & Culture 20% Design and implement integrated and optimized state organizational structures that align talent to business strategy Zero Harm & Environmental, Social & Governance 15% Progress toward global ESG goals related to greenhouse gas emissions, waste and water, as well as 3Y average safety targets FY26-28 LTI Scorecard Goals (1/3 of LTI target) Note: For metric definitions and additional metric details related to North America and the Scorecard design for ANZ and Europe, see here. * Adjusted EBITDA is defined as Adjusted EBIT for JH NAFC and AZEK, plus depreciation and amortization, and reflects R&D cost allocation to North America effective Q2 FY26 and select historic AZEK corporate costs Key Scorecard Highlights ✓ FY26-28 Scorecard reflects numerous enhancements adopted in response to shareholder feedback, including a shift to more formulaic and transparent incentive structure ✓ Scorecard LTI encompasses key performance indicators, including specific AZEK integration goals, incentivizing achievement of our long-term strategic priorities ✓ Financial metrics consistent with expected business performance o Net Sales Growth: The target minimum performance level incorporates current FY’26 guidance assuming down high single digits and assumes mid-to-high single digit growth in ‘27 and ‘28 for North America operations o Average EBITDA: No payout is provided for performance below 28.5%; assumes similar anticipated financial performance as outlined for Net Sales Growth above ✓ No payout for below target performance, underscoring the rigor of performance objectives -- metrics shown are the minimum thresholds required for any payout Achievement of the threshold metrics for North America would result in $5.8B+ of Net Sales and $1.5B+ of EBITDA for the entire company in FY28