TREX 8-K
Trex Co Inc (TREX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging 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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Leadership Transition
On February 24, 2026, the Board of Directors (the “Board”) of Trex Company, Inc. (the “Company”) approved the following changes, each of which will take place effective as of April 28, 2026:
With the resignation of Mr. Fairbanks and the addition of Mr. Zambanini, the Board will continue to be comprised of ten members. Mr. Zambanini will join the Board on April 28, 2026 and his initial term as a director will expire at the Annual Meeting of Stockholders in 2027.
Mr. Fairbank’s decision to resign is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Mr. Zambanini has served as our Executive Vice President & Chief Operating Officer since October 25, 2023. He previously served as President of Trex Residential Products between July 2018 and October 2023. Mr. Zambanini served as Vice President, Marketing between January 2011 and July 2018, and he served in a number of other roles at the Company between September 2005 and December 2010.
There are no arrangements or understandings between Mr. Fairbanks or Mr. Zambanini and any other persons pursuant to which either of them was appointed as an officer or director of the Company (other than arrangements or understandings with directors or officers of the Company acting solely in their capacities as such). There are also no family relationships between Mr. Fairbanks or Mr. Zambanini and any director or executive officer of the Company, and neither of them is party to or has any direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.
Changes to Compensatory Arrangements
In connection with these leadership changes, the Board also approved the following changes to Mr. Zambanini’s compensation, to be effective as of April 28, 2026:
As a non-independent member of the Board, Mr. Zambanini will not receive separate compensation for his service as a director.
Fairbanks Transition Agreement
With respect to Mr. Fairbanks, the Board approved the following:
Given the Company’s desire to retain the benefit of Mr. Fairbanks’ knowledge and experience for a transition period, on February 24, 2026, the Company entered into a Transition Agreement with Mr. Fairbanks whereby he will continue in his current role and actively support a smooth transition of responsibilities to Mr. Zambanini, the Company’s successor President and Chief Executive
Officer, until Mr. Zambanini assumes this role on April 28, 2026. Mr. Fairbanks will continue to report to the Board through April 27, 2026, unless terminated sooner (the “Separation Date”). The Company also has offered to retain Mr. Fairbanks as a consultant to the Company for a period of up to 12 months, commencing on the Separation Date, subject to the terms and conditions set forth in the Consulting Agreement.
Transition Period and Separation
From February 24, 2026 through April 27, 2026 (the “Transition Period”), Mr. Fairbanks will continue to receive his salary and remain eligible for the Company’s standard benefits, and he will remain eligible to receive his annual bonus earned under the Company’s annual bonus plan in respect of 2025 (the “2025 Bonus Plan”), with such bonus to be paid in March 2026 at the time such bonuses are ordinarily paid to participants under the terms of the 2025 Bonus Plan. During the Transition Period, Mr. Fairbanks will continue to vest in his outstanding equity awards under the Trex Company, Inc. 2014 Stock Incentive Plan and the Trex Company, Inc. Amended and Restated 2023 Stock Incentive Plan (together, the “Plans”). He will not be entitled to receive any annual bonus under the Company’s annual bonus plan for 2026 or any other awards under the Plans or under the Company’s other incentive programs.
On the Separation Date, provided that Mr. Fairbanks timely executes, delivers, and does not revoke a release, he will be eligible for subsidized COBRA benefits at the same premium costs as apply to active employees enrolled for the same coverage through December 31, 2026, and subsidized financial consulting services at the same rates provided by the Company prior to the Separation Date through the termination date of the Consulting Agreement.
Consulting Period
On the Separation Date, if Mr. Fairbanks enters into the Consulting Agreement, he will agree to be available to provide expert advice and services to the Company at the reasonable request of the Company’s then serving President and Chief Executive Officer (the “Services”). Unless the arrangement is sooner terminated by either party, Mr. Fairbanks will perform the Services until April 30, 2027 (the “Consulting Term”).
As full compensation for the Services, and provided that Mr. Fairbanks timely executes, delivers, and does not revoke a release, the Company will provide Mr. Fairbanks with cash compensation in the amount of sixteen thousand six hundred sixty six dollars ($16,666.00) per each full month during the Consulting Term, prorated for any partial month during the Consulting Term, and during the Consulting Term, Mr. Fairbanks will continue to vest in the portion of any outstanding equity awards under the Plans that Mr. Fairbanks holds as of the Separation Date (each such award an “Equity Award”), to the extent such Equity Awards are scheduled to vest during the Consulting Term. Additionally, at the end of the Consulting Term, all vested stock appreciation rights held by Mr. Fairbanks will retain their original expiration date. Any portion of any Equity Award that is unvested as of the end of the Consulting Term will be forfeited as of the end of the Consulting Term.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 8.01 Other Events.
On February 24, 2026, the Company issued a press release announcing the matters described in Item 5.02. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description of Exhibit |
10.1 |
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99.1 |
Press release dated February 24, 2026, announcing CEO Succession Plan. |
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104.1 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Safe Harbor Statement
Statements contained in this Current Report on Form 8-K and the exhibit hereto that state the Company’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The forward-looking statements in this Current
Report on Form 8-K and the exhibit hereto include expectations with respect to executive transition dates and compensation, among other items. It is important to note that actual results could differ materially from those projected in such forward-looking statements based on numerous factors, including those outside of the Company’s control. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, and other reports filed with the Securities and Exchange Commission.
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 hereunto duly authorized.
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TREX COMPANY, INC. |
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Date: |
February 24, 2026 |
By: |
/S/ Prithvi S. Gandhi |
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Prithvi S. Gandhi |
Exhibit 10.1
February 24, 2026
Bryan H. Fairbanks
Chief Executive Officer
Re: Transition Agreement – Retirement from Trex Company, Inc.
Dear Bryan:
As you know, you resigned from your position as President and Chief Executive Officer of Trex Company, Inc. (the “Company”) and all other positions you hold with the Company for purposes of retirement. We greatly appreciate your 22 years of service to the Company. This transition agreement (this “Agreement”) sets forth details about your transition and resignation from the Company. It will become effective as of the Effective Date (as defined below). You and the Company (collectively, the “Parties”) agree that this Agreement represents the full and complete understanding and agreement concerning your separation from employment.
1 Any bonus is payable at the Company’s sole discretion based upon both Company and individual performance. Your eligibility and compensation under this Bonus Plan will be governed under the terms of the Bonus Plan and applicable Company policy, as established from time to time.
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DOCPROPERTY DOCXDOCID DMS=IManage Format=VP/#<<NUM>>.<<VER>> \* MERGEFORMAT VP/#75176577.3
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If this Agreement is acceptable to you, please sign below.
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Trex Company, Inc. By: /s/ Amy M. Fernandez and Chief Sustainability Officer |
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I have read, understand and agree fully to the foregoing Agreement:
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/s/ Bryan H. Fairbanks |
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EXHIBIT A
CONSULTING AGREEMENT
This consulting agreement (this “Agreement”) is dated April 28, 2026 (“Effective Date”) and is between Trex Company, Inc., with offices at 2500 Trex Way, Winchester, VA 22601 (“Trex” or the “Company”), and Bryan Fairbanks, an individual (“Consultant” or “you”). Terms used but not otherwise defined herein shall have the meaning set forth in the February 24, 2026 letter from Trex to you, which was counter-signed by you on February 24, 2025 (the “Transition Agreement”).
The parties agree as follows:
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If to Consultant, to:
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Bryan H. Fairbanks 103 Fairfield Dr. Winchester, VA 22602 |
If to Trex, to: |
Trex Legal 2500 Trex Way Winchester, VA 22601 |
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The authorized representatives of the parties have caused this Agreement to be executed as of the Effective Date.
Bryan H. Fairbanks |
Trex Company, Inc. By: |
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ANNEX I
SUPPLEMENTAL RELEASE
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If you agree to the terms herein, please sign and return this Supplemental Release no sooner than the end of the term of the Consulting Agreement between you and the Company, dated [April 28, 2026] and no later than five (5) days following the end of such term.
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ANNEX II
Unvested Equity as of April 28, 2025
Vehicle/Vesting Provision |
Shares |
Vest Date |
Strike Price/Expiration Date (SARs) |
Time Based RSUs |
12,768 |
3/1/2027 |
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Performance Based RSUs |
18,240 |
3/1/2027 |
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SARs |
4,298 |
3/1/2027 |
$90.86/February 19, 2034 |
SARs |
6,738 |
3/1/2027 |
$67.33/February 17, 2035 |
Time Based RSUs |
7,820 |
3/1/2028 |
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Performance Based RSUs |
11,171 |
3/1/2028 |
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SARs |
6,737 |
3/1/2028 |
$67.33/February 17, 2035 |
As of April 28, 2025 - Vested Stock Appreciation Rights (SARs)
Number of SARs |
Strike Price/Expiration Date |
4,832 |
$28.105/February 14, 2028 |
5,900 |
$38.85/February 13, 2029 |
5,136 |
$50.83/February 19, 2030 |
4,431 |
$104.56/February 17, 2031 |
11,062 |
$82.01/February 23, 2032 |
12,045 |
$56.80/February 14, 2033 |
6,022 |
$56.80/February 14, 2033 |
4,299 |
$90.86/February 19, 2034 |
4,298 |
$90.86/February 19, 2034 |
6,738 |
$67.33/February 17, 2035 |
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Exhibit 99.1
TREX COMPANY ANNOUNCES CEO SUCCESSION PLAN
Bryan Fairbanks to Retire After Nearly 23 Years with TREX; Adam Zambanini Appointed President and Chief Executive Officer
WINCHESTER, Va.—February 24, 2026—Trex Company, Inc. (NYSE:TREX), the world’s largest manufacturer of high-performance, low-maintenance composite decking and railing products, today announced that Bryan H. Fairbanks, Trex’s President and Chief Executive Officer, will retire from Trex after nearly 23 years with the Company, effective April 28, 2026. The Board of Directors has appointed Adam D. Zambanini, Trex’s current Executive Vice President and Chief Operating Officer, as Trex’s next President and Chief Executive Officer and as a member of the Board, effective April 28, 2026. Following the transition period, Mr. Fairbanks will serve as an outside consultant to the Company.
Mr. Zambanini brings more than 20 years of leadership experience at Trex, most recently serving as Executive Vice President and Chief Operating Officer. Over the course of his tenure, he has held multiple leadership positions, including President of Residential Products and Vice President of Marketing, and has been instrumental in driving Trex’s market growth, product development and operational execution.
James Cline, Chairman of the Board of Directors, said “Bryan has made an immeasurable mark on the organization and embodies Trex’s core qualities – vision, innovation and discipline. In determining a successor, the Board undertook a comprehensive evaluation process, including assessing both internal and external candidates, and Adam was the clear and most capable successor to Bryan. He is a strong leader and brand-builder and his knowledge of Trex’s business, product roadmap, markets and people is unmatched. Adam has been a true partner to Bryan in developing our strategic initiatives and product innovation, which will be an important advantage as he steps into his new role.”
Mr. Zambanini, said, “It is an honor to succeed Bryan, someone who has made an impact on me and so many across Trex. As I assume the role as the Company’s next CEO, I am energized by the opportunity to partner with our dynamic leaders and continue to drive growth and shareholder value. Trex is the undisputed leader in wood-alternative decking and railing and I am confident that Trex will continue to win in our markets and categories, while building on our strong financial profile.”
“After a nearly 23-year career at Trex, including the past six years as CEO, now is the right time to transition leadership to Adam as part of our succession plan,” said Mr. Fairbanks. “I have had the opportunity to work with the best talent in our industry and lead our iconic Trex brand that has shaped the decking industry and delivered above market returns for our investors. Having worked closely with Adam for two decades, I have been impressed with his leadership capabilities and his drive for performance. I take pride in what we have built and move on with confidence in Trex’s future.”
Mr. Cline concluded, “Six years ago, Bryan was announced as CEO and during his tenure he has grown Trex, shown resilience within a challenging industry environment, strategically invested to enhance the Company’s future position and built a world-class team of innovators and operators that have consistently delivered for our channel partners and consumers. On behalf of the Board and the Trex
team, we owe Bryan our deepest appreciation and thank him for his continued support to ensure this is a seamless transition for all stakeholders.”
Fourth Quarter and Full Year 2025 Earnings Results
In a separate press release issued today, Trex announced its fourth quarter and full year 2025 financial results. The Company will hold a conference call today, Tuesday, February 24, 2026, at 4:30 p.m. ET.
Bryan H. Fairbanks to Retire After Nearly 23 Years with Trex.
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Adam D. Zambanini Appointed President and Chief Executive Officer.
About Adam Zambanini
Mr. Zambanini has served as our Executive Vice President and Chief Operating Officer since October 25, 2023. He previously served as President of Trex Residential Products between July 2018 and October 2023. Mr. Zambanini served as Vice President, Marketing between January 2011 and July 2018, and he served in a number of other roles at the Company between September 2005 and December 2010. Prior to joining Trex, Mr. Zambanini held marketing and market development roles at Rubbermaid Commercial Products, where he most recently served as Product Manager, and began his professional career as a project engineer at Flambeau Inc. Mr. Zambanini received a Bachelor of Science degree in mechanical engineering from Penn State University and a Master of Business Administration degree from Averett University.
About Trex Company, Inc.
For more than 30 years, Trex Company [NYSE: TREX] has invented, reinvented, and defined the composite decking category. Today, the company is the world’s #1 brand of sustainably made, wood-alternative decking and railing, and a leader in high-performance, low-maintenance outdoor living products. Boasting the industry’s strongest distribution network, Trex sells products through more than 6,700 retail outlets across six continents. Through strategic licensing agreements, the company offers a comprehensive outdoor living portfolio that includes deck drainage, flashing tapes, deck lighting, outdoor kitchen components, fencing, pergolas, spiral stairs, lattice, cornhole and outdoor furniture – all marketed under the Trex® brand. Based in Winchester, Va., Trex is proud to have been named America’s Most Trusted® Outdoor Decking^ for the past 6 years (2021-2026). The company also holds a place on Barron’s list of the 100 Most Sustainable U.S. Companies (2024 and 2025), was named one of America’s Most Responsible Companies by Newsweek, ranked as one of the 100 Best ESG Companies by Investor’s
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Business Daily, and named the Sustainable Brand Leader in the decking category by Green Builder Media for the 15th consecutive year. For more information, visit Trex.com. You may also follow Trex on Facebook (trexcompany), Instagram (trexcompany), X (Trex_Company), LinkedIn (trex-company), TikTok (trexcompany), Pinterest (trexcompany) and Houzz (trex-company-inc), or view product and demonstration videos on the brand’s YouTube channel (TheTrexCo).
^2021-2026 DISCLAIMER: Trex received the highest numerical score in the proprietary Lifestory Research 2021-2026 America’s Most Trusted® Outdoor Decking studies. Study results are based on the experiences and perceptions of people surveyed. Your experiences may vary. Visit www.lifestoryresearch.com.
Contacts
Lynn Morgen/Casey Kotary
ADVISIRY Partners
212-750-5800
Forward-Looking Statements
Statements contained in this press release that state the Company’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The forward-looking statements in this press release include expectations with respect to executive transition dates, among other items. It is important to note that actual results could differ materially from those projected in such forward-looking statements based on numerous factors, including those outside of the Company’s control. For more information concerning factors that could cause actual results to differ from those expressed or forecasted, see the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, and other reports filed with the Securities and Exchange Commission.
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