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James Hardie Industries plc

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

JHX$29.94+7.5%Stored close · as of Nov 9, 2026

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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 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, and composite and PVC decking and railing products, primarily in the United States, Australia 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. In August 2026, the Company announced the strategic divestiture of its European operations which is expected to close in the first half of calendar 2027, and the intended closure of its European fiber cement business.

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 term “€” refers to Euros. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and, in management's opinion, include 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.

As discussed in Note 3, “Discontinued Operations”, the Company entered into a definitive purchase agreement to sell its sustainable walling and flooring solutions business, Fermacell. The Company also intends to close the European fiber cement business. Fermacell and the European fiber cement business previously made up the Company’s Europe reportable segment. The previously reported amounts for the Europe segment have been reclassified to discontinued operations for all periods presented.

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, and Accrued interest has been reclassified from Accounts payable and accrued liabilities to Other liabilities.

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.

Restricted Cash and Cash Equivalents

The following table provides a reconciliation of Cash and cash equivalentsand 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:

September 30,March 31,
(Millions of U.S. dollars)20262026
Cash and cash equivalents$323.1$265.4
Restricted cash and cash equivalents5.05.0
Restricted cash and cash equivalents — Asbestos22.570.2
Cash from continuing operations350.6340.6
Cash from discontinued operations2.03.8
Total$352.6$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 (“RSUs”), had been issued.

The following table sets forth the computation of basic and diluted EPS:

Three MonthsEnded September 30,Six MonthsEnded September 30,
(Millions of U.S. dollars and shares, except per share data)2026202520262025
Net income (loss) from continuing operations$149.8$(64.3)$240.4$(12.0)
Income from discontinued operations, net of tax1.28.514.918.8
Net income (loss)$151.0$(55.8)$255.3$6.8
Basic common shares outstanding581.0577.4580.6504.0
Dilutive effect of stock awards4.8—4.2—
Diluted common shares outstanding585.8577.4584.8504.0
Net income (loss) per share of common stock:
Basic earnings (loss) per share from continuing operations$0.26$(0.11)$0.41$(0.03)
Basic earnings per share from discontinued operations—0.010.030.04
Basic earnings (loss) per share$0.26$(0.10)$0.44$0.01
Diluted earnings (loss) per share from continuing operations$0.26$(0.11)$0.41$(0.03)
Diluted earnings per share from discontinued operations—0.010.030.04
Diluted earnings (loss) per share$0.26$(0.10)$0.44$0.01

There werenil and 0.1 million of potential common shares which would be considered anti-dilutive for the three and six months ended September 30, 2026, respectively. There were 4.9 million and 4.8 million of potential common shares which would be considered anti-dilutive for the three and six months ended September 30, 2025, respectively.

Potential common shares of 1.9 million for both the three and six months ended September 30, 2026, and 1.1 million and 1.0 million for the three and six months ended September 30, 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 on July 1, 2025, the Company issued 148,861,787 CHESS Depositary Units of Foreign Securities, which represent underlying shares of our ordinary shares, also referred to as our common shares or common stock (“Common Stock” or “Common Shares”).

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.

  1. 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 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 andLiabilities 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$211.1
Other liabilities - current74.0
Deferred tax liabilities, net813.0
Other liabilities - non-current158.1
Total liabilities assumed$1,256.2
Net assets acquired$3,821.3
Amount of goodwill recognized$4,572.2
Total consideration transferred$8,393.5
  1. Discontinued Operations

On August 20, 2026, the Company entered into a definitive purchase agreement to sell its sustainable walling and flooring solutions business, Fermacell, located in Europe for €840.0 million in cash, or approximately $980.0 million as of the date of the announcement, subject to customary adjustments for net debt and working capital as of closing. The Company also intends to close the European fiber cement business. Fermacell and the European fiber cement business previously made up the Company’s Europe reportable segment. The strategic divestiture of the European operations and the intended closure of the European fiber cement business will enable the Company to focus on the highest growth and return opportunities. The transaction is expected to close in the first half of calendar 2027, subject to customary closing conditions, including required regulatory approvals. Based on the current structure of the transaction, any gain recognized on the divestiture is expected to be exempt from Irish taxation under the Irish participation exemption regime, subject to satisfaction of the applicable statutory requirements at closing.

The pending divestiture of the European operations and the closure of the European fiber cement business meet the criteria to be accounted for as discontinued operations. Accordingly, the Company has applied discontinued operations treatment as required by Accounting Standards Codification (“ASC”) 205-20. The related assets and liabilities associated with the discontinued operations are classified as held for sale in the Condensed Consolidated Balance Sheets and the related operating results have been reclassified and presented as discontinued operations in the Condensed Consolidated Statements of

Operations for all periods presented. The Company’s Condensed Consolidated Statements of Cash Flows include the financial results of the Europe segment for all periods presented. Additionally, in accordance with ASC 360, the Company ceased recording depreciation and amortization for Europe’s property, plant and equipment, finite-lived intangible assets and lease right-of-use assets.

During the three and six months ended September 30, 2026, the Company recorded $13.1 million of charges associated with the closure of the European fiber cement business, consisting of $6.8 million of impairment charges related to property, plant and equipment, $4.3 million of employee severance costs and $2.0 million of other shutdown-related costs. The other shutdown-related costs primarily consisted of inventory disposal costs, facility closure costs, and other applicable closure costs. The Company expects total closure-related costs to be approximately $26.0 million. Year to date costs incurred are included in income from discontinued operations, net of tax on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The following table represents the major classes of assets and liabilities of discontinued operations classified as held for sale in the Condensed Consolidated Balance Sheets as of September 30, 2026 and March 31, 2026:

(Millions of U.S. dollars)September 30, 2026March 31, 2026
Cash and cash equivalents$2.0$3.8
Accounts and other receivables82.997.2
Inventories83.684.3
Prepaid expenses and other current assets10.08.1
Property, plant and equipment390.3406.8
Lease right-of-use assets13.415.7
Goodwill202.6205.0
Intangible assets137.6141.3
Other assets - non-current6.74.0
Total assets held for sale 1$929.1$966.2
Accounts payable and accrued liabilities101.3121.4
Accrued payroll and employee benefits16.217.9
Other liabilities - current14.110.7
Deferred income taxes50.251.6
Lease liabilities12.215.1
Other liabilities - non-current16.616.6
Total liabilities held for sale$210.6$233.3
  1. Assets held for sale on the Condensed Consolidated Balance Sheets includes $10.6 million and$10.9 million at September 30, 2026 and March 31, 2026, respectively, related to ceasing manufacturing in the Philippines. The Philippines closure did not qualify for discontinued operations.

The following table presents the major components of discontinued operations, net of income taxes, in the Company's Condensed Consolidated Statements of Operations:

Three MonthsEnded September 30,Six MonthsEnded September 30,
(Millions of U.S. dollars)2026202520262025
Net sales$135.3$137.5$291.8$274.0
Cost of goods sold100.595.1206.4187.5
Gross profit34.842.485.486.5
Selling, general and administrative expenses31.328.662.258.7
Research and development expenses1.60.92.41.7
Acquisition related expenses0.61.40.61.4
Operating income1.311.520.224.7
Interest, net0.1(1.7)0.2(2.9)
Income before income taxes1.213.220.027.6
Income tax expense—4.75.18.8
Income from discontinued operations, net of tax$1.2$8.5$14.9$18.8

Cash flows related to discontinued operations have not been segregated and are included in the Condensed Consolidated Statements of Cash Flows for all periods presented. The following table provides select financial information related to cash flows from discontinued operations:

Six Months Ended September 30,
(Millions of U.S. dollars)20262025
Cash flows from operating activities
Depreciation and amortization$17.0$14.1
Share-based compensation1.30.7
Other, net7.30.5
Accounts and other receivables13.55.6
Accounts payable and accrued liabilities(13.2)16.7
Income tax payable5.80.7
Cash flows from investing activities
Purchases of property, plant and equipment(16.3)(20.8)
  1. 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 MonthsEnded September 30,Six MonthsEnded September 30,
(Millions of U.S. dollars)2026202520262025
Siding & Trim$880.3$766.0$1,740.1$1,407.8
Deck, Rail & Accessories387.0255.8692.1255.8
Australia & New Zealand160.9132.9314.2254.5
Total$1,428.2$1,154.7$2,746.4$1,918.1

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.

  1. Inventories

Inventories consist of the following components:

September 30,March 31,
(Millions of U.S. dollars)20262026
Finished goods$337.9$387.5
Work-in-process50.753.3
Raw materials and supplies136.9117.7
Provision for obsolete finished goods and raw materials(13.8)(7.2)
Total$511.7$551.3
  1. Property, Plant and Equipment

Property, plant and equipment consist of the following components:

September 30,March 31,
(Millions of U.S. dollars)20262026
Land$92.4$91.8
Buildings950.0923.3
Machinery and equipment3,012.22,933.1
Construction in progress356.4378.5
Property, plant and equipment, at cost4,411.04,326.7
Less accumulated depreciation(1,793.4)(1,648.9)
Property, plant and equipment, net$2,617.6$2,677.8

Depreciation expense for the three and six months ended September 30, 2026 was $75.8 million and $154.5 million, respectively. Depreciation expense for the three and six months ended September 30, 2025 was $68.2 million and $117.8 million, respectively.

  1. Goodwill and Other Intangible Assets

Goodwill

The following are the changes in the carrying value of goodwill:

(Millions of U.S. dollars)Siding & TrimDeck, Rail & AccessoriesTotal
Balance - March 31, 2026$1,141.2$3,434.2$4,575.4
Adjustments to Acquisition of The AZEK Company(0.8)(2.4)(3.2)
Balance - September 30, 2026$1,140.4$3,431.8$4,572.2

Intangible Assets

The net carrying amount of indefinite lived intangible assets other than goodwill was $7.6 million and $7.4 million at September 30, 2026 and March 31, 2026, respectively.

The following are the net carrying amount of amortizable intangible assets:

(Millions of U.S. dollars)Lives in YearsGross Carrying AmountAccumulated AmortizationNet CarryingAmount
Customer Relationships18$2,830.0$(261.7)$2,568.3
Trade Names5 to 15330.0(33.7)296.3
Technology10210.0(38.4)171.6
Total$3,370.0$(333.8)$3,036.2
(Millions of U.S. dollars)Lives in YearsGross Carrying AmountAccumulated AmortizationNet CarryingAmount
Customer Relationships18$2,830.0$(138.6)$2,691.4
Trade Names5 to 15330.0(19.6)310.4
Technology10210.0(20.4)189.6
Total$3,370.0$(178.6)$3,191.4

The amortization of intangible assets was $77.5 million and $155.1 million for the three and six months ended September 30, 2026, respectively. The amortization of intangible assets was $48.7 million for both the three and six months ended September 30, 2025. As of September 30, 2026, the remaining weighted average amortization period for acquired intangible assets was 16.2 years.

  1. Debt

The Company’s debt obligations are as follows:

September 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 20321,000.01,000.0
Revolving Facility1——
Term A-1 Facility1, due 2028650.0750.0
Term A-2 Facility1, due 20301,695.31,717.2
Unsecured debt:
5.000% Senior notes due 2028—400.0
Unamortized debt issuance costs(28.0)(32.2)
Total debt4,017.34,535.0
Less current portion(54.7)(43.8)
Total Long-term debt$3,962.6$4,491.2
Weighted average interest rate of total debt5.7%5.5%
Fair value of Senior unsecured notes (Level 1)$—$395.0
Fair value of Senior secured notes (Level 1)$1,657.9$1,685.5
  1. As of September 30, 2026, the carrying value of the Company's senior secured credit facilities (the “Credit Facilities”) of $2,345.3 million approximates fair value, as the interest rate is variable and reflects current market rates.

Debt Facilities - Terminated

In June 2026, the Company redeemed its $400.0 million senior unsecured notes due 2028 using cash on hand as well as a draw on its Revolving Facility, which has been fully repaid, and the remaining associated debt issuance costs of $1.0 million were written off to interest expense.

Guarantees and Compliance

As of September 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 September 30, 2026, the Company had $12.6 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 September 30, 2026, the Company hadno outstanding borrowings under the Revolving Facility, leaving the Company with $993.2 million of available borrowing capacity under the Revolving Facility.

  1. Asbestos

The following is a detailed rollforward of the Net Unfunded Amended and Restated Final Funding Agreement (“AFFA”) liability, net of tax, for the six months ended September 30, 2026:

(Millions of U.S. dollars)AsbestosLiabilityInsuranceReceivablesRestrictedCash andInvestmentsOther Assets andLiabilitiesNetUnfundedAFFALiabilityDeferredTaxAssetsIncomeTaxPayableNetUnfundedAFFALiability,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 paid64.6—(64.6)—————
Payment received in accordance with AFFA——22.2—22.2——22.2
AICF claims-handling costs incurred (paid)0.6—(0.6)—————
AICF operating costs paid - non claims-handling——(1.3)—(1.3)——(1.3)
Insurance recoveries—(1.2)1.2—————
Movement in income tax payable—————(16.3)(25.3)(41.6)
Other movements——7.1(1.0)6.1(1.5)(0.1)4.5
Effect of foreign exchange(19.6)0.55.90.2(13.0)5.61.1(6.3)
Closing Balance - September 30, 2026$(963.0)$23.6$238.6$(0.6)$(701.4)$270.3$15.9$(415.2)

AICF Funding

During fiscal year 2027, the Company will contribute A$128.2 million to AICF, excluding interest, in quarterly installments. The first two payments made on July 1, 2026 and October 1, 2026 totaled A$64.1 million.

For the six months ended September 30, 2026, the Company did not provide financial or other support to AICF that it was not previously contractually required to provide.

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 September 30, 2026:

Date InvestedMaturity DateInterest RateA$ Millions
July 2026July 26, 20275.45%60.0
April 2026April 7, 20275.38%110.0
January 2026January 27, 20274.78%70.0
October 2025October 16, 20264.14%70.0
  1. Derivative Instruments

The Company uses derivatives for risk management purposes and does not engage in speculative activity. A risk management objective for the Company is to mitigate interest rate risk associated with the Company’s external credit facilities and foreign currency risk primarily with respect to forecasted transactions denominated in foreign currencies. The determination of whether the Company enters into a derivative transaction to achieve these risk management objectives depends on a number of factors, including an evaluation of the extent to which derivative instruments will achieve such risk management objectives of the Company.

Interest Rate Swap

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 September 30, 2026, the Company expects to reclass approximately $10.7 million ($8.1 million after-tax) as an offset 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 LocationSeptember 30, 2026March 31, 2026
Interest rate swapLevel 2Other non-current assets(Other current liabilities)$14.5$(4.7)

Refer to Note 15, “Accumulated Other Comprehensive Loss” for further details of the effect of derivative instruments.

Deal-Contingent Foreign Currency Forward Contracts

In August 2026, the Company entered into deal-contingent foreign currency forward contracts to manage the risk of depreciation of the Euro-denominated sales price related to the Fermacell divestiture. Deal-contingent foreign currency forward contracts had an aggregate notional amount of €750.0 million. These derivative instruments were entered into as economic hedges and do not qualify for hedge accounting. The forward contracts are valued using models that maximize the use of market observable inputs including forward and spot prices for currencies and are categorized as Level 2 within the fair value hierarchy. The change in fair value of the deal-contingent forward contracts was a non-cash gain of $19.4 million for the three and six months ended September 30, 2026 and was recognized in Other (income) expense, net on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (loss). See Note 3, “Discontinued Operations”, for further discussion regarding the Fermacell divestiture.

The following table sets forth the total outstanding notional amount and the fair value of the Company’s foreign currency forward contracts:

Fair Value as of
(Millions of Euros and U.S. dollars) · Notional Amount · September 30, 2026 · March 31, 2026
Derivatives not accounted for as hedgesSeptember 30, 2026March 31, 2026AssetsLiabilitiesAssetsLiabilities
Foreign currency forward contracts€750.0€—$19.4$—$—$—
  1. 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 six months ended September 30, 2026, the Company paid taxes, net of refunds of $49.9 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.

Deferred income taxes include net operating loss carry-forwards. At September 30, 2026, the Company had tax loss carry-forwards in Australia, New Zealand, Europe and the U.S. of approximately $59.9 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 September 30, 2026, the Company recognized a tax deduction of $54.3 million (A$76.8 million) for the current year relating to total contributions to AICF of $514.7 million (A$767.7 million) incurred in tax years 2023 through 2027.

  1. 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 Claims

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. Mediation is scheduled for November 30, 2026. The trial date remains set for February 15, 2027. As of September 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 (“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. On August 13, 2026, a second group proceeding (class action) was filed in The Supreme Court of Victoria, Australia by Ian Weatherlake, as trustee for the Ian Weatherlake Family Trust, against James Hardie Industries plc which mirrors the class, class period and allegations in the Garton proceeding. The Company believes its disclosures and the challenged statements were proper and is defending the matters. Following an October 22, 2026 initial joint case management conference, the Court issued orders setting forth a timetable for the plaintiffs to confer and agree on consolidation of the two matters, or, failing such agreement, a timetable for briefing the Court on the multiplicity issues for a hearing date to be set not before December 16, 2026. As of September 30, 2026, the Company has not recorded a reserve related to these matters 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 complete. The Company awaits action by the Court on this motion to dismiss.

During February and March 2026, shareholders filedtwo additional putative class actions in the Circuit Court of Cook County, Illinois 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, captioned In re James Hardie Industries plc Shareholder Litigation. On June 26, 2026, Plaintiffs in the Illinois actions filed the consolidated complaint. On September 1, 2026, the Company filed 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 September 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.

  1. Share-Based Compensation

There have been no material changes to the Company’s share-based compensation plans as described in Note 16, “Share-Based Compensation”, to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026.

Total share-based compensation expense consists of the following:

Three MonthsEnded September 30,Six MonthsEnded September 30,
(Millions of U.S. dollars)2026202520262025
Liability Awards 1$1.9$1.5$5.1$5.5
Equity Awards 218.312.730.319.6
Total share-based compensation expense$20.2$14.2$35.4$25.1
  1. For the three and six months ended September 30, 2026, $0.1 million and $0.2 million, respectively, and for the three and six months ended September 30, 2025, $(0.2) million andnil, respectively, are included in discontinued operations for liability awards.

  2. For the three and six months ended September 30, 2026, $0.6 million and $1.1 million, respectively, and for the three and six months ended September 30, 2025, $0.3 million and $0.7 million, respectively, are included in discontinued operations for equity awards.

As of September 30, 2026, the unrecorded future share-based compensation expense related to outstanding equity awards was $83.6 million and will be recognized over an estimated weighted average amortization period of 1.8 years.

The following table summarizes the Company’s share-based compensation grants for the six months ended September 30, 2026:

Share Awards IssuedWeighted AverageGrant Price per Share
Restricted stock units1,529,398A$36.28
Performance-based restricted stock units599,129A$38.07
Market condition restricted stock units256,770A$28.71
Stock options163,281A$18.37

The following includes the assumptions used to fair value the RSU grants (market condition) and stock options for the six months ended September 30, 2026:

RSU Grants · Stock Options
Vesting Condition: · Market · Market · Market
FY27FY27FY27FY27FY27
Date of grant8/20/20267/15/20266/23/20268/20/20266/23/2026
Dividend yield (per annum)—%—%—%—%—%
Expected volatility48.2%48.1%47.5%40.0%40.0%
Risk free interest rate4.2%4.2%4.2%4.5%4.3%
Expected life in years2.62.72.85.86.0
JHX stock price at grant date (A$)42.8037.1534.6242.8034.62
Number of awards87,24768,068101,45575,49587,786
  1. Capital Management

On August 20, 2026, the board of directors approved and authorized a new share repurchase program for an aggregate amount up to $250.0 million through August 20, 2027. For the three months ended September 30, 2026, no repurchases were made under this program and $250.0 million remained available for repurchase as of September 30, 2026.

  1. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss consists of the following at September 30, 2026:

(Millions of U.S. dollars)Cash FlowHedgesPensionActuarialGainForeignCurrencyTranslationAdjustmentsTotal
Balance at March 31, 2026$3.4$2.4$(52.1)$(46.3)
Change in component, net of tax15.0—(12.5)2.5
Reclassification from other comprehensive loss into net income, net of tax(1.5)——(1.5)
Balance at September 30, 2026$16.9$2.4$(64.6)$(45.3)
  1. Segment Information

As of September 30, 2026, the Company hasthree 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 primarily 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.

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 (loss). 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.

Due to the announcement of the strategic divestiture, the results of the Europe segment are excluded from the Company’s segment results and are presented within discontinued operations. Prior-period segment information has been recast to exclude the discontinued operations. Refer to Note 3, “Discontinued Operations” for more information on the Company’s discontinued operations.

The following is the Company’s segment information:

(Millions of U.S. dollars)Siding &TrimDeck, Rail &AccessoriesAustralia &New ZealandTotal
Net sales$880.3$387.0$160.9$1,428.2
Cost of goods sold526.1248.791.0865.8
Gross profit354.2138.369.9562.4
Selling, general and administrative expenses107.187.318.5212.9
Restructuring expenses 10.8——0.8
Other expenses 214.32.41.518.2
Segment operating income$232.0$48.6$49.9$330.5
Reconciliation to consolidated net income
General Corporate costs 3, 4(67.2)
Interest, net(54.8)
Other income, net18.9
Income tax expense(77.6)
Net income from continuing operations149.8
Income from discontinued operations, net of tax1.2
Net income$151.0
Net sales$1,740.1$692.1$314.2$2,746.4
Cost of goods sold1,051.8456.9177.11,685.8
Gross profit688.3235.2137.11,060.6
Selling, general and administrative expenses212.5179.437.6429.5
Restructuring expenses 10.85.2—6.0
Other expenses 228.15.32.836.2
Segment operating income$446.9$45.3$96.7$588.9
Reconciliation to consolidated net income
General Corporate costs 3, 4(126.7)
Interest, net(116.1)
Other income, net19.9
Income tax expense(125.6)
Net income from continuing operations240.4
Income from discontinued operations, net of tax14.9
Net income$255.3
  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 and divestiture related expenses.

  4. Starting July 1, 2025, the Company began allocating R&D costs to the segments.

(Millions of U.S. dollars)Siding &TrimDeck, Rail &AccessoriesAustralia &New ZealandTotal
Net sales$766.0$255.8$132.9$1,154.7
Cost of goods sold499.7200.076.3776.0
Gross profit266.355.856.6378.7
Selling, general and administrative expenses100.665.217.1182.9
Other expenses 114.72.51.518.7
Segment operating income (loss)$151.0$(11.9)$38.0$177.1
Reconciliation to consolidated net income
General Corporate costs 2, 3(164.6)
Interest, net(67.1)
Other income, net1.4
Income tax expense(11.1)
Net loss from continuing operations(64.3)
Income from discontinued operations, net of tax8.5
Net loss$(55.8)
Net sales$1,407.8$255.8$254.5$1,918.1
Cost of goods sold901.0200.0145.61,246.6
Gross profit506.855.8108.9671.5
Selling, general and administrative expenses176.665.231.3273.1
Other expenses 118.02.51.822.3
Segment operating income (loss)$312.2$(11.9)$75.8$376.1
Reconciliation to consolidated net income
General Corporate 2, 3 and Unallocated R&D costs(238.2)
Interest, net(106.1)
Other expense, net(9.7)
Income tax expense(34.1)
Net loss from continuing operations(12.0)
Income from discontinued operations, net of tax18.8
Net income$6.8
  1. Other expenses represent R&D costs and acquisition related expenses allocated to the segments.

  2. Includes acquisition and divestiture related expenses.

  3. Starting July 1, 2025, the Company began allocating R&D costs to the segments.

Depreciation and Amortization
Three MonthsEnded September 30,Six MonthsEnded September 30,
(Millions of U.S. dollars)2026202520262025
Siding & Trim$66.9$58.0$135.4$101.6
Deck, Rail & Accessories80.153.8161.053.8
Australia & New Zealand6.95.513.610.7
General Corporate and R&D1.81.84.42.7
Total$155.7$119.1$314.4$168.8
Capital Expenditures
Three MonthsEnded September 30,Six MonthsEnded September 30,
(Millions of U.S. dollars)2026202520262025
Siding & Trim$35.0$53.7$84.2$127.6
Deck, Rail & Accessories19.416.132.316.1
Australia & New Zealand5.912.620.226.3
General Corporate and R&D2.22.45.35.1
Total$62.5$84.8$142.0$175.1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.