James Hardie Industries plc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

JAMES HARDIE INDUSTRIES PLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

JAMES HARDIE INDUSTRIES PLC

NOTICE OF ANNUAL GENERAL MEETING 2026

Notice is given that the Annual General Meeting (“AGM” or “Annual General Meeting”) of James Hardie Industries plc (“James

Hardie”, “we,” “us,” “our” or the “Company”) will be held on August 20, 2026 at 10:00 pm Dublin time / 5:00 pm New York time /

August 21, 2026 at 7:00 am Sydney time at our Corporate Headquarters, 1 st Floor, Block A, One Park Place, Upper Hatch Street,

Dublin 2, D02 FD79, Ireland.

AGENDA AND BUSINESS AT THE AGM

At the AGM, our shareholders will be asked to vote on the following matters: (i) election / re-election of directors; (ii) an advisory,

non-binding resolution on the frequency of future advisory votes to approve the compensation of our named executive officers;

(iii) an advisory, non-binding resolution approving the compensation of our named executive officers; (iv) an equity grant to our

Chief Executive Officer; (v) the issue of securities under our non-executive director equity plan; (vi) an increase to our non-

executive director fee pool; (vii) our financial statements for fiscal year 2026; (viii) (A) the ratification of our independent

registered public accounting firm for fiscal year 2027 and (B) delegation to the Board of the authority to fix such accounting firm’s

compensation for fiscal year 2027 and (ix) approval of amendments to the Company’s Articles of Association to apply the

classified board provisions consistently to all directors. For further information regarding each proposal, including the votes

needed for each proposal to pass, please see the accompanying Proxy Statement.

ATTENDANCE AT THE AGM

Only those who are registered holders of ordinary shares of James Hardie (“Shares”) at 10:00 am Dublin time / 5:00 am New

York time / 7:00 pm Sydney time on August 19, 2026(the “Record Date”), or their duly appointed proxies, will be entitled to

attend, and to speak, ask questions and vote at, the AGM.

Shareholders or proxies will be able to ask questions of the Company’s Board of Directors (the “Board”) and the Company’s

external auditor, Ernst & Young LLP (“EY”), at the AGM. Shareholders can also submit questions in advance of the AGM,

whether or not they will be attending. Shareholders unable to attend the AGM in person will also have an opportunity to attend

and ask questions during the AGM remotely via teleconference as set out in further detail in the accompanying Proxy Statement.

However, shareholders will not be able to vote electronically by way of teleconference during the AGM. If shareholders

wish for their vote to count, they must follow the voting instructions beginning on page 14 of the accompanying Proxy

Statement. The process and timelines for you to appoint a proxy and/or vote in connection with the resolutions to be voted on at

the AGM depend on the manner in which you hold your Shares. We recommend that you review the information on the process

for, and the deadlines applicable to, voting and attending the AGM and for appointing a proxy beginning on page 11 of the

accompanying Proxy Statement sufficiently in advance of the AGM.

NOTICE AVAILABILITY

This Notice of Meeting is being distributed to shareholders on or about July 1, 2026. Information regarding the AGM, including

copies of this Notice of Meeting, the accompanying Proxy Statement, the Company’s 2026 Annual Report, the Company’s Irish

statutory accounts for the year ended March 31, 2026 and other documents relating to the AGM can be downloaded from James

Hardie’s Investor Relations website at ir.jameshardie.com/events-presentations/Annual-Shareholder-Meeting/default.aspx or

copies can be obtained as follows (depending on the manner in which you hold your Shares):

Registered Holders (i.e. persons entered on the register of members of the Company (the “Register”)) may contact the

Company’s registrar, Computershare Trust Company, N.A. (Computershare), by calling one of the following numbers:

1-866-644-4127 from within the United States; and 1-781-575-2906 from outside the United States.

Beneficial Holders (i.e. persons who hold their interests in Shares in a stock brokerage account or via a broker, bank or

other nominee that is a participant in The Depositary Trust Company (“DTC”)) should contact their broker, bank or other

nominee directly in relation to information regarding the AGM.

CDI Holders (i.e. holders of the Company’s CHESS Depositary Interests (“CDIs”) entered on the CDI register of the

Company) may contact Computershare Investor Services Pty Limited (“Computershare (Aus)”) by calling one of the following

numbers: 1300 855 080 from within Australia; and +61 3 9415 4000 from outside Australia.

Important information about the Company, information on voting, a description of each of the proposed resolutions, avoting

instruction form and a form of proxy are enclosed in/with (as appropriate) the accompanying Proxy Statement.

By order of the Board.

Aoife Rockett

Company Secretary

July 1,2026

Table of Contents

Fellow Shareholders,

This has been a significant year of transformation for James Hardie as we build our product offerings and broaden

our market. Our combination with the fast-growing AZEK Company in July 2025 has created a $5 billion home

exteriors and outdoor living building materials leader, strongly positioned for growth in an evolving and consolidating

North American market.

Despite a challenging and dynamic market environment, integration activities are progressing well. Customer

response to the combined business has been overwhelmingly positive, with strong demand for the expanded range

of exterior home and outdoor living solutions. The enhanced James Hardie management team is working diligently

to capture the full value of the transaction through both cost synergies and accelerated revenue opportunities.

At last year’s AGM, some shareholders expressed disappointment with aspects of the transaction and voted against

several resolutions, including the re-appointment of three directors, among them our then Chair, Anne Lloyd. The

Board has listened carefully to this feedback and taken meaningful steps to strengthen engagement with

shareholders and rebuild trust.

I was honored to be appointed Chair in November 2025. In succeeding Anne, I want to thank her for her significant

contribution to James Hardie over the past eight years, and to also acknowledge Rada Rodriguez and PJ Davis for

their dedicated service to the Board.

The refreshed Board is fully engaged with management and brings deep experience to support the business, guide

execution, and maintain strong accountability for delivery against the strategic plan and the creation of long-term

shareholder value.

We have initiated a process to further strengthen and refresh the Board through a number of key appointments. I

am pleased to welcome Rob Sindel, who joined on June 1, 2026. He brings extensive experience to our business

and a strong understanding of the Australian investor landscape. We expect to make additional appointments in due

course to further enhance Board capability and diversity of experience. After eight years of service, Persio Lisboa

stepped down from the Board in May. I would like to express my sincere thanks for his valuable contributions and

insights during his tenure, particularly his leadership as Chair of the People and Compensation Committee during

this important and complex period of transition.

My own term for re-election is before our shareholders at this AGM. In seeking your support, I have requested to

transition to a Class III Director position, which would result in me standing for re-election again in 12 months’ time.

As I touched on above, the Board remains focused on rebuilding trust with all shareholders and is proactively

engaging across a range of matters, including our long- and short-term incentive frameworks, which require

integration of the former James Hardie and AZEK arrangements. With North America representing approximately

80% of revenue and profit, as well as the location of more than 80% of James Hardie executives, the proposed

structure is designed to align with prevailing practices among our US peer group. While this may not fully reflect

every shareholder’s preference, we believe it represents a balanced and competitive approach that aligns long-term

performance and ongoing shareholder value creation.

With more than 50% of shareholders now US-domiciled, the Company is required to file as a domestic issuer on the

NYSE. Our ASX listing remains unchanged and, as previously stated, will not change without shareholder approval.

A key priority for me as Chair has been to ensure that management remains firmly focused on executing our

strategy and delivering on the commitments we made when we announced the acquisition of AZEK. I am pleased

with the progress they are making.

The achievements of this year would not have been possible without the dedication and hard work of our colleagues

across the business. On behalf of the Board, I extend our sincere thanks for their continued commitment to James

Hardie and to our shared purpose of Building a Better Future for All™.

Sincerely,

Nigel Stein, Chair of the Board of Directors