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(Lape, Marcella) (Entered: 06/09/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/468344105/","id":468344105,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71747028/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/483635136/","id":483635136,"tags":[],"absolute_url":"/docket/71747028/69/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-06-22T15:17:12.159638-07:00","date_modified":"2026-06-22T15:17:12.167759-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"69","attachment_number":null,"pacer_doc_id":"067034825290","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Dismiss","acms_document_guid":""}],"date_created":"2026-06-22T15:17:12.132964-07:00","date_modified":"2026-08-06T08:55:55.020220-07:00","date_filed":"2026-06-22","time_filed":"17:02:09","entry_number":69,"recap_sequence_number":"2026-06-22.001","pacer_sequence_number":213,"description":"MOTION by Defendants James Hardie Industries, PLC, Aaron Erter, Rachel Wilson to dismiss Plaintiffs Amended Class Action Complaint. 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Hunt: Joint Motion to Set Briefing Schedule and For Page Limit Extension 65 is granted as stated. The parties' opening and response briefs may not exceed 25 pages; any reply brief remains limited to 15 pages. As requested, Defendants' forthcoming motion to dismiss the first amended complaint is due by 6/22/26; Plaintiffs' response is due by 8/6/26; and Defendants' reply is due by 9/8/26. Because this is a generous schedule, extension requests will not be entertained absent a timely and properly noticed motion establishing good cause to do so. Finally, counsel is reminded that a separate motion to set a briefing schedule is unnecessary, as court procedures already require movants to include a proposed schedule in the meet and confer certification at the end of every opposed motion. The motion hearing set for 6/16/26 66 is stricken. Mailed notice. (vjd, ) (Entered: 06/10/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/466826849/","id":466826849,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71747028/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/482075438/","id":482075438,"tags":[],"absolute_url":"/docket/71747028/65/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-06-09T11:19:18.602783-07:00","date_modified":"2026-06-09T11:19:18.615000-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"65","attachment_number":null,"pacer_doc_id":"067034758326","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Briefing Schedule AND File Excess Pages","acms_document_guid":""}],"date_created":"2026-06-09T11:19:18.530718-07:00","date_modified":"2026-08-06T08:55:54.857086-07:00","date_filed":"2026-06-09","time_filed":"13:03:49","entry_number":65,"recap_sequence_number":"2026-06-09.001","pacer_sequence_number":198,"description":"MOTION by Defendants Aaron Erter, James Hardie Industries, PLC, Rachel Wilson to set a briefing schedule, MOTION by Defendants Aaron Erter, James Hardie Industries, PLC, Rachel Wilson for leave to file excess pages (Joint) (Lape, Marcella) (Entered: 06/09/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/461735814/","id":461735814,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71747028/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/476834625/","id":476834625,"tags":[],"absolute_url":"/docket/71747028/64/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-04-23T09:15:49.923777-07:00","date_modified":"2026-04-23T09:15:49.931416-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"64","attachment_number":null,"pacer_doc_id":"067034484785","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order on Motion to Withdraw as Attorney","acms_document_guid":""}],"date_created":"2026-04-23T09:15:49.893806-07:00","date_modified":"2026-08-06T08:55:54.837087-07:00","date_filed":"2026-04-23","time_filed":"10:05:15","entry_number":64,"recap_sequence_number":"2026-04-23.001","pacer_sequence_number":195,"description":"MINUTE entry before the Honorable LaShonda A. Hunt: Boston Retirement System's motion for withdrawal of James E. Barz and Frank A. Richter as counsel 63 is granted. Attorneys Barz and Richter are both withdrawn from this case. Mailed notice (gel,) (Entered: 04/23/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/461595413/","id":461595413,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71747028/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/476690997/","id":476690997,"tags":[],"absolute_url":"/docket/71747028/63/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-04-22T10:18:45.558985-07:00","date_modified":"2026-04-22T10:18:45.565775-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"63","attachment_number":null,"pacer_doc_id":"067034477269","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Withdraw as Attorney","acms_document_guid":""}],"date_created":"2026-04-22T10:18:45.527791-07:00","date_modified":"2026-08-06T08:55:54.822032-07:00","date_filed":"2026-04-22","time_filed":"10:26:54","entry_number":63,"recap_sequence_number":"2026-04-22.001","pacer_sequence_number":193,"description":"MOTION by Attorney James E. Barz and Frank A. Richter to withdraw as attorney for Boston Retirement System. No party information provided (Richter, Frank) (Entered: 04/22/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/461407289/","id":461407289,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71747028/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/476497245/","id":476497245,"tags":[],"absolute_url":"/docket/71747028/62/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-04-20T20:19:59.342927-07:00","date_modified":"2026-10-15T20:21:46.507503-07:00","sha1":"e2bd4a03758e7075a666abd1d050926841b4df9a","page_count":70,"file_size":600709,"filepath_local":"recap/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.62.0.pdf","filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 1 of 70 PageID #:554\n\n\n\n\n UNITED STATES DISTRICT COURT\n NORTHERN DISTRICT OF ILLINOIS\n\n\nLABORERS\u2019 DISTRICT COUNCIL AND\nCONTRACTORS\u2019 PENSION FUND OF Case No. 1:25-cv-13018\nOHIO, individually and on behalf of all others\nsimilarly situated, Hon. LaShonda A. Hunt\n\n Plaintiff, CLASS ACTION\n\nv. AMENDED CLASS ACTION\n COMPLAINT FOR VIOLATION OF\nJAMES HARDIE INDUSTRIES PLC., THE FEDERAL SECURITIES LAWS\nAARON ERTER, and RACHEL WILSON,\n DEMAND FOR JURY TRIAL\n Defendants.\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 2 of 70 PageID #:555\n\n\n\n\n TABLE OF CONTENTS\n\n\nI. PRELIMINARY STATEMENT ......................................................................................... 1\nII. JURISDICTION AND VENUE ....................................................................................... 9\nIII. PARTIES ......................................................................................................................... 10\nIV. FORMER JAMES HARDIE EMPLOYEES ............................................................... 12\nV. FACTUAL ALLEGATIONS ............................................................................................. 20\n A. Overview of James Hardie\u2019s North America Fiber Cement Business.............................. 20\n B. After a Destocking Incident in 2022, Erter and Wilson Assured Investors They Would\n Effectively Manage Channel Inventory Levels on Behalf of Distributors and Dealers ........... 21\n C. Defendants Overloaded James Hardie\u2019s Distributors and Dealers with Excess Inventory\n to Artificially Boost Sales and Knew About Customer \u201cDestocking\u201d by April 2025 .............. 25\n D. Defendants Concealed The Inventory Destocking Issues To Avoid Further Investor\n Backlash After Investors Reacted Negatively To The AZEK Acquisition .............................. 27\n E. James Hardie\u2019s Overstuffed Channel Becomes Too Big to Hide and James Hardie is\n Forced to Reveal the Truth ....................................................................................................... 29\n F. Post Class Period Developments ...................................................................................... 31\nVI. DEFENDANTS\u2019 MATERIALLY FALSE AND MISLEADING STATEMENTS\nAND OMISSIONS ...................................................................................................................... 32\n A. May 20, 2025 Earnings Call and Form 20-F .................................................................... 33\n B. May 21, 2025 Earnings Release........................................................................................ 44\nVII. THE TRUTH EMERGES .............................................................................................. 46\nVIII. POST-CLASS PERIOD DEVELOPMENTS ........................................................... 47\nIX. ADDITIONAL SCIENTER ALLEGATIONS ............................................................. 49\n A. Erter and Wilson Had Massive Financial Incentives to Inflate North America\n Performance .............................................................................................................................. 50\n B. James Hardie Closely Monitored Channel Inventory Levels and Erter Admitted They\n Started to See Destocking in April 2025................................................................................... 51\n C. Both Jason Miele and Defendant Wilson \u201cStepped Down\u201d From Their Positions as CFO\n After Disclosing Channel Destocking Issues............................................................................ 54\n D. James Hardie\u2019s North America Channel Was Too Big to Ignore..................................... 54\nX. LOSS CAUSATION/ECONOMIC LOSS ........................................................................ 57\nXI. APPLICABILITY OF PRESUMPTION OF RELIANCE: FRAUD-ON-THE-\nMARKET DOCTRINE .............................................................................................................. 59\nXII. NO SAFE HARBOR ....................................................................................................... 60\n\n\n i\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 3 of 70 PageID #:556\n\n\n\n\nXIII. CLASS ACTION ALLEGATIONS .......................................................................... 61\n\n\n\n\n ii\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 4 of 70 PageID #:557\n\n\n\n\n By and through its undersigned counsel, Lead Plaintiff Oklahoma Firefighters Pension and\n\nRetirement System (\u201cPlaintiff\u201d) alleges the following against James Hardie Industries plc (\u201cJames\n\nHardie\u201d or the \u201cCompany\u201d), Aaron Erter (\u201cErter\u201d), and Rachel Wilson (\u201cWilson\u201d) (collectively,\n\n\u201cDefendants\u201d), upon personal knowledge as to those allegations concerning Plaintiff and, as to all\n\nother matters, upon the investigation of counsel, which included, without limitation: (a) review\n\nand analysis of public filings made by James Hardie with the Securities and Exchange Commission\n\n(\u201cSEC\u201d); (b) review and analysis of press releases and other publications disseminated by certain\n\nDefendants and other related non-parties; (c) review of news articles, securities analyst reports,\n\nand shareholder communications; (d) review of other publicly available information concerning\n\nDefendants; (e) information readily obtainable on the Internet; and (f) interviews of former James\n\nHardie employees (\u201cFEs\u201d). Many of the facts supporting the allegations contained herein are\n\nknown only to Defendants named herein or are exclusively within their custody and control.\n\nPlaintiff believes that substantial evidentiary support will exist for the allegations set forth herein\n\nafter a reasonable opportunity for discovery.\n\n I. PRELIMINARY STATEMENT\n\n 1. Plaintiff brings this federal securities class action on behalf of itself and all other\n\nsimilarly situated persons or entities (the \u201cClass\u201d) who purchased, or otherwise acquired, James\n\nHardie common stock (previously American Depositary Shares until their conversion to common\n\nstock on July 1, 2025) during the period from May 20, 2025 through August 19, 2025, inclusive\n\n(the \u201cClass Period\u201d), including AZEK, Inc. (\u201cAZEK\u201d) shareholders who acquired James Hardie\n\ncommon stock when James Hardie acquired AZEK, Inc. on or around July 1, 2025, seeking to\n\npursue remedies for Defendants\u2019 violations of Sections 10(b) and 20(a) of the Securities Exchange\n\n\n\n\n 1\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 5 of 70 PageID #:558\n\n\n\n\nAct of 1934 (the \u201cExchange Act\u201d), 15 U.S.C. \u00a7\u00a7 78j(b) and 78t(a) and Rule 10b-5 promulgated\n\nthereunder by the SEC, 17 C.F.R. \u00a7 240.10 b-5.\n\n 2. This case concerns Defendants misleading investors about James Hardie\u2019s\n\ninventory channel in May 2025, denying that customers were destocking inventory when, at the\n\ntime, Erter admitted James Hardie was seeing inventory destocking by its customers. This false\n\ndenial came after a similar incident in 2022 when James Hardie previously denied inventory\n\ndestocking by customers but pledged to ensure there would not be a repeat.\n\n 3. James Hardie is the world\u2019s largest manufacturer of fiber cement building products.\n\nIt sells primarily to distributors and dealers, who then sell those products to end-users such as\n\nhomeowners, architects, builders, and contractors. Because the inventory channel from its dealers\n\nand distributors to end-users is crucial to maintaining its business, James Hardie essentially\n\nmanages all aspects of its sales channel. The Company virtually manages distributor inventory\n\nunder certain agreements and also employs a dedicated sales team for end-user demand.\n\n 4. Because James Hardie does not disclose its channel inventory levels, investors rely\n\non Defendants\u2019 representations to determine the strength of its sales and demand. At the start of\n\nthe Class Period, Defendants painted a picture of North America growth that \u201cexceed[ed]\n\nexpectations\u201d in organic revenue and Earnings Before Interest and Taxes (\u201cEBIT\u201d) margin for\n\nfiscal 2023 through 2025. Unbeknownst to investors, however, James Hardie was trapped in a\n\ncycle of overstuffing distributors with inventory at the end of each quarterly period to meet sales\n\nexpectations. To do this, James Hardie\u2019s sales team would offer special discounts to distributors\n\nand dealers only at the end of the quarter, in response to intense pressure from Defendant Erter to\n\nincrease sales to meet quarterly financial results. Only by pulling sales forward from future\n\nquarters was James Hardie able to \u201cexceed\u201d earnings expectations.\n\n\n\n 2\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 6 of 70 PageID #:559\n\n\n\n\n 5. Erter\u2019s compensation heavily depended on the North America segment, with 87%\n\nof his total compensation stemming from performance-based \u201cat risk\u201d compensation, providing\n\nhim with strong incentive to pressure James Hardie employees to pull-forward sales and meet or\n\nexceed expectations. James Hardie had a \u201cCircuit breaker on annual STI awards to ensure that no\n\nannual incentive awards are paid unless minimum North America growth and corporate\n\nperformance levels are achieved.\u201d Defendants\u2019 practice of pulling sales forward from future\n\nquarters to ensure that James Hardie met or exceeded then current financial expectations, made\n\nsure the North America segment met those growth targets for fiscal years 2023 through 2025.\n\n 6. By selling excess inventory into the channel at the end of a quarter, Defendants\n\nessentially stole sales from future periods and forced the Company to repeatedly make the same\n\ndecision each quarter: either continue the practice of cannibalizing sales from future quarters or\n\n\u201cbite the bullet\u201d and endure a bad quarter or year to end the practice of robbing sales from future\n\nquarters to make the current quarter look good. Defendants, however, chose to maintain the\n\npractice of pulling future sales into a then-current quarter, resulting in massively elevated channel\n\ninventory levels during the Class Period. Defendants knew, or recklessly disregarded, that those\n\nelevated levels of channel inventory were unsustainable and would eventually need to normalize,\n\ncausing the Company to experience a marked reduction in sales that would negatively and\n\nmaterially impact its revenues, guidance, and financial outlook.\n\n 7. To avoid revealing this truth to investors, Defendants hoped to hide behind its\n\nplanned acquisition of AZEK and its North America Exteriors business to boost the North America\n\nsegment and mask James Hardie\u2019s overloaded sales channel. AZEK\u2019s exteriors would represent a\n\ncompletely new area of business, namely \u201coutdoor living\u201d materials such as decking and other\n\naccessories. James Hardie announced on March 24, 2025 that it would acquire AZEK for total\n\n\n\n 3\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 7 of 70 PageID #:560\n\n\n\n\nconsideration of $8.75 billion, with AZEK shareholders receiving $26.45 in cash and 1.034 shares\n\nof James Hardie common stock. The acquisition closed on July 1, 2025.\n\n 8. At the time it was announced, the deal received backlash from shareholders who\n\nquestioned why James Hardie would undergo such a drastic strategic pivot, from what appeared\n\nto be its stable and profitable fiber cement business, to the more volatile outdoor living category.\n\nJames Hardie\u2019s North America Fiber Cement segment was its most profitable, making up about\n\n80% of the Company\u2019s revenue and holding approximately 90% market share. To investors, the\n\nsegment appeared to be a reliable source of revenue, but they did not have the full picture regarding\n\njust how James Hardie was able to meet or exceed financial results. Indeed, demonstrating\n\ninvestors\u2019 unhappiness with the deal, James Hardie\u2019s stock price fell by almost 19% after\n\nannouncing the acquisition on Monday March 24, 2025, with its stock price falling from its closing\n\nprice of $29.28 on March 21, 2025 to $24.25 on March 24 and $23.80 on March 25, 2025.\n\n 9. Defendants promoted the acquisition as expanding James Hardie\u2019s reach and\n\nexpecting to significantly elevate its brand recognition and marketing in North America. Indeed,\n\nDefendant Erter touted their ability to expand AZEK\u2019s presence and stated on May 20, 2025 that\n\nthe combination with AZEK was expected to \u201cfurther accelerate our sales growth\u201d and \u201c[o]ur\n\ncombined business will be an engine of tremendous cash flow generation.\u201d\n\n 10. At the same time, Defendants knew James Hardie\u2019s sales channel was a hot topic\n\namong analysts and investors, as Defendants were frequently and directly asked to comment on\n\ntheir channel inventory levels, including whether James Hardie was experiencing elevated\n\ninventory levels. Analysts wanted to know about the channel to assess whether the Company\u2019s\n\nresults could be impacted by the pulling in of future sales into the channel and, if so, to what extent\n\nsuch sales would impact future revenues.\n\n\n\n 4\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 8 of 70 PageID #:561\n\n\n\n\n 11. Analysts remembered a severe incident of distributors and dealers \u201cdestocking1\u201d to\n\nreduce channel inventory from November 2022 through early 2023. On November 7, 2022,\n\nDefendant Erter disclosed that customers were asking to lower inventory levels and that there\n\nwould be \u201ca significant reduction to our August-September projections\u201d for North America. Keith\n\nChau, an analyst with MST Marquee, then asked if the \u201cdealer distributor channel\u201d had an\n\n\u201celement of destocking\u201d that would impact volumes. Erter responded, \u201cThey signaled to us in the\n\nquarter, their desire to lower stocking levels late within the quarter.\u201d In response to this news,\n\nJames Hardie\u2019s ADS price fell over 16%, declining from its closing price of $21.35 on November\n\n7, 2022 to $19.14 on November 8 and $17.93 on November 9, 2022.\n\n 12. In the next earnings call, on February 13, 2023, James Hardie\u2019s prior CFO at the\n\ntime, Jason Miele, described \u201csignificant channel destocking.\u201d In response, numerous analysts\n\nasked follow-up questions, including Lee Power from UBS, asking, \u201cCan you just talk a little bit\n\nabout inventory levels in the channel, like where do you think they sit now? And particularly, just\n\nthoughts around risk of further destocking given your kind of your outlook commentary?\u201d In\n\nresponse, Erter stated, \u201c[i]t really does vary customer by customer\u201d and \u201csome customers [are] still\n\ntrying to get their inventory levels lower with the lower demand out there.\u201d\n\n 13. Only a few months later, in August 2023, Jason Miele \u201cstepped down\u201d as CFO and\n\nwas succeeded by Defendant Wilson. On Wilson\u2019s first earnings call as CFO on November 7,\n\n2023, she assured investors that \u201con the inventory, we\u2019re doing a lot more with customer\n\nintegration\u201d which involves integrating sources that store customer and inventory, and stated\n\n\u201cwe\u2019re specifically getting a tighter look on their inventory with our top customers, largely driven\n\n\n1\n Inventory \u201cdestocking\u201d is generally understood to be a deliberate business strategy to reduce inventory levels,\nincluding finished goods and raw materials, to free up cash, decrease storage costs, or manage excess inventory. Often\noccurring after a period of overstocking or when consumer demand drops, it involves slowing down production,\npausing new orders, or clearing stock through discounts.\n\n 5\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 9 of 70 PageID #:562\n\n\n\n\nthe North America\u201d to \u201cefficiently manage their inventory and our inventory.\u201d Erter reiterated\n\nthe new protections with \u201ccustomer integration\u201d and \u201cthe data in which they\u2019re giving us, which\n\nis helping us as it relates to helping them, right, to have the right inventory and where they need\n\nit\u2026Just to give you a stat, we\u2019ve taken our largest customers, we had about 30% of them that\n\ngave us data. Now we\u2019re closer to 70% this year.\u201d Even though the issue appeared solved, analysts\n\ndid not forget and routinely asked about channel levels in almost every subsequent earnings call.\n\n 14. James Hardie uses \u201cvendor managed inventory agreements\u201d whereby James Hardie\n\ntakes responsibility for monitoring and replenishing their dealers\u2019 and distributors\u2019 inventory\n\nlevels using real-time data sharing. This would ideally reduce both shortages and surpluses of\n\ninventory. FE 3, who is identified in more detail below, described this process as \u201cvirtually\n\nmanaged inventory\u201d whereby James Hardie controls the inventory the distributors have for each\n\nstock keeping unit (SKU), which refers to the unique code assigned to a specific product variant\n\nto track inventory internally. SKUs are used in manufacturing to monitor inventory levels,\n\nstreamline the picking process, and automate reorder points, reducing stock-outs and errors. They\n\ncan also track production, batch numbers, and warehouse locations with precision.\n\n 15. In addition to managing distributors\u2019 inventory levels for them, including deciding\n\nwhen to replenish those inventories, James Hardie also did not have to transfer possession of the\n\ninventory in order to recognize revenue. Thus, James Hardie\u2019s sales were not constrained by the\n\nphysical space allocated by its distributors and dealers. This ability to recognize revenue without\n\nactually delivering products made it easier for Defendants to sell excess inventory without\n\ndistributors or dealers noticing a surplus.\n\n 16. While Defendants used their role in managing channel inventory to oversell in\n\nexcess of demand, they denied that elevated channel inventory was a concern. On James Hardie\u2019s\n\n\n\n 6\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 10 of 70 PageID #:563\n\n\n\n\nMay 20, 2025 earnings call, Keith Chau, the same MST analyst that asked questions about the\n\nchannel over two years earlier, asked Erter, \u201chow you\u2019re thinking about channel inventory levels\n\nand whether there is risk of destocking just going back to the experience in 2022.\u201d In response,\n\nErter falsely stated, \u201cI would say that we are seeing normal stock levels out there just as a general\n\nstatement.\u201d In reality, Erter would admit just three months later, in August, that he had seen the\n\nexact destocking issues being asked about in \u201cApril through May.\u201d\n\n 17. Erter also assured investors on the May 20, 2025 earnings call that the market\n\nenvironment and demand would be no concern, even though decreased demand would have the\n\nimpact of revealing their overinflated inventory channel. On the same May 20 earnings call, Erter\n\nassured investors that despite a \u201cmore challenging market environment,\u201d James Hardie was well-\n\npositioned to \u201csustain\u201d its current \u201coutperformance in our markets.\u201d Erter also clarified that \u201c[o]ur\n\nteam is poised to execute on FY \u201926.\u201d These statements were likewise false and misleading in light\n\nof the \u201cdestocking\u201d Defendants admittedly saw by at least April 2025.\n\n 18. Coming on the heels of investors unhappiness with the AZEK acquisition\n\nannounced on March 24, Erter was motivated to conceal even more bad news to investors about\n\noverstocked inventory, so he misrepresented that James Hardie was \u201cseeing normal stock levels\n\nout there\u201d to avoid further investor backlash and stock price decline, which could have impacted\n\nwhether the AZEK deal would go forward.\n\n 19. Without the artificial boost from selling beyond demand and increasing its North\n\nAmerica channel inventory to unsustainable levels, James Hardie\u2019s reported financial results\n\nwould have been materially different, as evidenced by the negative impact to the Company\u2019s\n\nfinancial results and prospects disclosed at the end of the Class Period. Further, James Hardie\u2019s\n\nClass Period financial statements failed to disclose the impact of increased North America channel\n\n\n\n 7\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 11 of 70 PageID #:564\n\n\n\n\ninventory on the Company\u2019s reported and future financial results, rendering James Hardie\u2019s\n\nfinancial statements materially false and misleading.\n\n 20. James Hardie\u2019s massively elevated channel inventory obfuscated declining end-\n\nuser demand. Faced with excess inventory and declining demand, Defendants knew, or recklessly\n\ndisregarded, that any correction in channel inventory levels would be exacerbated by the inability\n\nof James Hardie and its distributors and dealers to sell inventory, which would further harm the\n\nCompany\u2019s financial condition.\n\n 21. The truth behind Defendants\u2019 misrepresentations and omissions was revealed to\n\ninvestors on August 19, 2025. After the close of trading on August 19, 2025 James Hardie shocked\n\ninvestors by disclosing that net sales in North America Fiber Cement declined by 12% due to the\n\ncustomer destocking first discovered by Defendants \u201cin April through May.\u201d Defendant Erter\n\nexplained that the results reflect a \u201cnormalization of channel inventories\u201d that was expected to\n\nimpact sales for at least the next two quarters. In other words, Defendants\u2019 practice of stealing\n\nsales from future quarterly periods had finally overloaded James Hardie\u2019s distributors and dealers.\n\n 22. On this news, the price of James Hardie\u2019s common stock dropped by over 34%, or\n\n$9.79 per share, from a closing price of $28.43 per share on August 19, 2025 to $18.64 per share\n\non August 20, 2025. This was the Company\u2019s largest one-day drop since 1973.\n\n 23. Wall Street analysts expressed surprise and reacted negatively to the news. A report\n\nby Truist Securities on August 20, 2025, titled \u201cDramatic Miss on Results Raises More Than Just\n\nWeak Homebuilder Market Questions on Share\u201d commented on \u201cshockingly low FY26 guide\n\ndespite now including Azek.\u201d William Blair noted on the same date that \u201cchannel de-stocking\u201d\n\nwas a \u201cbig negative surprise[].\u201d It further stated \u201cThis quarter\u2019s big miss and guide reset is hard to\n\ndefend. We feel confident new guidance will prove conservative, particularly on the destock\n\n\n\n 8\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 12 of 70 PageID #:565\n\n\n\n\nassumption.\u201d A report published by Macquarie, also on August 20, called James Hardie \u201cclear as\n\nmud\u201d and stated its FY26 guidance \u201cdisappoints.\u201d\n\n 24. The next day, on August 21, CLSA published a report titled \u201cRude awakening\u201d and\n\nstated \u201cJHX\u2019s revelations of customer destocking, particularly in the US Southern region, is\n\nconcerning in our view.\u201d In addition, \u201cthe magnitude of JHX\u2019s miss raises some questions over\n\nmanagement\u2019s visibility and internal systems, in our view.\u201d\n\n 25. As a result of Defendants\u2019 wrongful acts and omissions, and the precipitous decline\n\nin the market value of the Company\u2019s common stock, Plaintiff and other Class Members have\n\nsuffered significant losses and damages.\n\n II. JURISDICTION AND VENUE\n\n 26. The claims asserted herein arise under \u00a7\u00a710(b) and 20(a) of the Exchange Act, 15\n\nU.S.C. \u00a7\u00a778j(b) and 78t(a), and Rule 10b-5 promulgated thereunder by the SEC, 17 C.F.R.\n\n\u00a7240.10b-5. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C.\n\n\u00a71331 and 1367, and pursuant to \u00a727 of the Exchange Act, 15 U.S.C. \u00a778aa.\n\n 27. This Court has jurisdiction over each Defendant named herein because each\n\nDefendant is an individual or corporation who has sufficient minimum contacts with this District\n\nso as to render the exercise of jurisdiction by the District Court permissible under traditional\n\nnotions of fair play and substantial justice.\n\n 28. Venue is proper in this District pursuant to \u00a727 of the Exchange Act, 15 U.S.C.\n\n\u00a778aa and 28 U.S.C. \u00a71391(b), as the Company has its U.S. corporate headquarters located in this\n\nDistrict and conducts substantial business here.\n\n 29. In connection with the acts, omissions, conduct, and other wrongs alleged in this\n\ncomplaint, Defendants, directly or indirectly, used the means and instrumentalities of interstate\n\n\n\n 9\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 13 of 70 PageID #:566\n\n\n\n\ncommerce including but not limited to the United States mail, interstate telephone communications\n\nand the facilities of the national securities exchange.\n\n III. PARTIES\n\n 30. Lead Plaintiff, as set forth in the accompanying certification, which is incorporated\n\nby reference herein, purchased James Hardie common stock during the Class Period and has been\n\ndamaged thereby. See ECF No. 38-1.\n\n 31. Defendant James Hardie Industries plc. provides exterior home and outdoor living\n\nsolutions, including fiber cement, fiber gypsum, and composite and PVC decking and railing\n\nproducts. It markets itself as the number one producer of high-performance fiber cement building\n\nsolutions in the United States. The Company\u2019s United States headquarters is in Chicago, Illinois\n\nand its common stock trades on the NYSE under the ticker symbol \u201cJHX.\u201d The Company is\n\nincorporated in Ireland. As of about July 1, 2025, James Hardie\u2019s ADSs, which were also\n\npreviously listed on the NYSE under the ticker symbol \u201cJHX,\u201d were terminated and replaced with\n\nordinary shares, at a ratio of one for one. James Hardie is classified as a foreign private issuer and\n\nfiles annual results with the SEC on Form 20-Fs and quarterly results on Form 6-Ks in accordance\n\nwith U.S. GAAP. James Hardie operates with its fiscal year ending on March 31.\n\n 32. Defendant Aaron Erter (\u201cErter\u201d) was appointed Chief Executive Officer (\u201cCEO\u201d)\n\nof James Hardie in September 2022 and also serves as Executive Director of the Board of\n\nDirectors. Erter represents that he has 25 years of experience in the consumer and industrial\n\nsectors, with extensive expertise in strategy development, marketing, sales, and mergers and\n\nacquisitions. Before joining James Hardie, he served as CEO of PLZ Corp., Global President of\n\nthe Consumer and Industrial businesses at Sherwin-Williams, and Senior Vice President and\n\nGeneral Manager of North America Consumer Products at Valspar. He also held various\n\n\n\n 10\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 14 of 70 PageID #:567\n\n\n\n\nleadership positions for 15 years at Stanley Black & Decker, where he managed sales and\n\nmarketing for certain brands. As CEO of James Hardie, Erter was the senior-most officer of the\n\nCompany, with ultimate responsibility for James Hardie\u2019s performance and operations and for\n\ncommunicating with the Board. Erter also had approval over and was a signatory to James Hardie\u2019s\n\nSEC reporting, submitted certifications pursuant to the Sarbanes-Oxley Act of 2002 (\u201cSOX\u201d)\n\ncertifications affirming the accuracy of the financial statements and adequacy of the Company\u2019s\n\ninternal financial controls, and communicated directly with shareholders and market analysts\n\nthrough the Company\u2019s earnings calls and other market related events.\n\n 33. Defendant Rachel Wilson (\u201cWilson\u201d) served as Chief Financial Officer (\u201cCFO\u201d) of\n\nJames Hardie from August 16, 2023 to November 17, 2025. On November 17, 2025, the Company\n\nannounced that Wilson would \u201cstep[] down\u201d from her role as CFO but would remain with the\n\nCompany in an advisory role until March 31, 2026. Prior to her appointment as James Hardie\u2019s\n\nCFO, Wilson served as Executive Vice President, Chief Financial Officer and Treasurer at R1\n\nRCM, and held leadership positions at Iron Mountain, Jarden Corporation and Avon Products.\n\nBefore that, Wilson served in corporate finance and M&A investment banking roles at Citigroup\n\nand Morgan Stanley. As James Hardie\u2019s CFO, Wilson was the Company\u2019s senior-most financial\n\nofficer. Wilson also signed James Hardie\u2019s SEC reporting, submitted SOX certifications affirming\n\nthe accuracy of the financial statements and adequacy of the Company\u2019s internal financial controls,\n\nand communicated directly with shareholders and market analysts through the Company\u2019s\n\nearnings calls and other market-related events.\n\n 34. Collectively, Defendants Erter and Wilson are referred to throughout this complaint\n\nas the \u201cIndividual Defendants.\u201d\n\n\n\n\n 11\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 15 of 70 PageID #:568\n\n\n\n\n 35. The Individual Defendants, because of their positions at the Company, possessed\n\nthe power and authority to control the content and form of the Company\u2019s annual reports, quarterly\n\nreports, press releases, investor presentations, and other materials provided to the SEC, securities\n\nanalysts, money and portfolio managers and investors, i.e., the market. The Individual Defendants\n\nauthorized the publication of the documents, presentations, and materials alleged herein to be\n\nmisleading prior to its issuance and had the ability and opportunity to prevent the issuance of these\n\nfalse statements or to cause them to be corrected. Because of their positions with the Company\n\nand access to material non-public information available to them but not to the public, the Individual\n\nDefendants knew that the adverse facts specified herein had not been disclosed to and were being\n\nconcealed from the public and that the positive representations being made were false and\n\nmisleading. The Individual Defendants are liable for the false statements pleaded herein.\n\n 36. James Hardie and the Individual Defendants are referred to herein, collectively, as\n\n\u201cDefendants.\u201d\n\n IV. FORMER JAMES HARDIE EMPLOYEES\n\n 37. Former Employee 1 (\u201cFE 1\u201d): FE 1 served as the Global Head of Business\n\nIntelligence & Insight at James Hardie from March 2023 through November 2025. Through FE\n\n1\u2019s position, FE 1 was a member of James Hardie\u2019s North America Leadership Team and Global\n\nSenior Leadership Team, and FE 1 provided consumer insight and business analytics to support\n\nthe North American Leadership Team. FE 1 reported to the President of the North America\n\nsegment Sean Gadd. After the AZEK acquisition closed, FE 1 reported to Chris Russell, who came\n\nfrom AZEK and was the head of investor relations and strategy.\n\n 38. FE 1 explained that James Hardie knew about potential future sales because the\n\nCompany closely monitored developments both with their own customers and broader building\n\n\n\n 12\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 16 of 70 PageID #:569\n\n\n\n\ntrends and tracked information in various ways, including tracking land deals. Vendor Managed\n\nInventory (VMI) was referenced in meetings FE 1 attended with the sales and supply chain\n\nteams. FE 1 explained that the supply chain team kept an eye on inventory levels, and the sales\n\nteam would try to drive sales when a distributor\u2019s inventory had been depleted. FE 1 stated the\n\nsales team was always looking for distributors who were willing to take more inventory, especially\n\nduring the \u201cfrantic\u201d times at the end of quarters and at the end of each year. Also, James Hardie\n\npersonnel were in constant contact with large builders, including asking which contracts they had\n\nwon. James Hardie subscribed to data from Dodge Construction, which gave them additional\n\ninsight.\n\n 39. According to FE 1, James Hardie would generally know when a residential project\n\nwould be \u201cbreaking ground,\u201d and the number of units, at least six to nine months in advance. That\n\ntime could be even longer for commercial developments because of the types of permits that might\n\nbe required from the various municipalities. Because siding is one of the last parts of a building\n\nput up in construction, there is an especially long lead time for James Hardie\u2019s products, though it\n\nwas more difficult to predict sales for smaller contractors.\n\n 40. Every quarter, Erter placed a lot of \u201cpressure\u201d on employees on the North American\n\nteam to meet sales and earnings goals, especially the head of the team, who FE 1 reported to. This\n\npressure resulted in \u201cconcerted efforts\u201d to make each quarter\u2019s goal by pulling in sales from the\n\nfollowing quarter. FE 1 said the pressure came ahead of earnings calls because Erter wanted the\n\nCompany to look good. As a result of this pressure, throughout FE 1\u2019s employment at James\n\nHardie, as each quarter closed there was a \u201cmad rush\u201d to pull sales forward from the ensuing\n\nquarter. FE 1 explained that this meant sales which should have occurred in the following quarter,\n\n\n\n\n 13\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 17 of 70 PageID #:570\n\n\n\n\nwere pulled forward into the then-current quarter to meet sales goals with the sales team offering\n\ndiscounts to distributors, lumber yards, and large builders, to pull those sales forward.\n\n 41. FE 1 also stated that \u201cvery heavy\u201d discounting was offered to distributors in the\n\nfirst quarter of each fiscal year, which started in April, to get them to take more inventory and get\n\nthe first quarter back \u201con track\u201d from the sales that had been pulled into the prior quarter. Some of\n\nthe large distributors who were offered heavy discounts included 84 Lumber, ABC Supply,\n\nBuilders FirstSource, Beacon Building Products (which is now known as QXO), US LMB, and\n\nBoise Cascade.\n\n 42. FE 1 was copied on emails that were sent to the North American leadership team\n\nin which employees discussed pulling sales forward to meet financial goals because Erter was\n\npreparing for upcoming earnings calls. FE 1 believes these emails were sent around May or June\n\n2023, which was near the end of FE 1\u2019s first full quarter at the company. FE 1 stated that Sean\n\nPatel (James Hardie\u2019s Senior Director of Commercial Operations), John Madson (James Hardie\u2019s\n\nChief Sales Officer), and Chad Fredericksen (VP of North American Professional Channel) also\n\nreceived these emails. The first email in the chain was typically from Sean Gadd, the President of\n\nthe North America segment, explaining that Erter wanted the Company to meet their targets. Other\n\ntimes, the email was sent directly from Erter, which Gadd forwarded to the rest of the North\n\nAmerican leadership team. These emails directed offering heavy discounts to pull sales forward to\n\nmeet the upcoming quarters\u2019 sales goals. The personnel copied on the emails were aware of the\n\npressure from Erter and the practice of pulling in sales.\n\n 43. As FE 1 learned more about James Hardie\u2019s practice of pulling in sales from\n\nensuing quarters to meet goals in quarters that were about to close, FE 1 started to feel\n\nuncomfortable and asked to be removed from these emails around February or March of 2024\n\n\n\n 14\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 18 of 70 PageID #:571\n\n\n\n\nbecause FE 1 felt the Company was not doing the right thing by depleting future quarters to meet\n\ngoals. However, FE 1 knew that emails regarding pressure from Erter and pulling in sales\n\ncontinued to be sent throughout FE 1\u2019s employment at James Hardie because other employees\n\nshowed them to FE 1.\n\n 44. Prior to being taken off the emails, FE 1 also recalled that specific customers were\n\ndiscussed in the emails, especially in Texas, where sales had been dropping off because of the\n\neconomy. FE 1 said efforts were made to \u201cclose the gap\u201d between actual sales and sales goals by\n\noffering bigger discounts to pull in sales. FE 1 explained that sometimes a big builder like D.R.\n\nHorton was not ready to buy products in a certain quarter, so James Hardie offered discounts with\n\na time limit to increase sales by the end of the quarter, even though the builder might be five to six\n\nmonths away from truly being ready to order.\n\n 45. FE 1 regularly attended various meetings with the North American leadership team,\n\nincluding meetings that were held every other week. These meetings were also attended by Madson\n\nand Fredericksen, as well as Gadd on occasion. These meetings were also attended by members\n\nof the finance and supply chain teams. The quarterly goals and the pressure from Erter were\n\ndiscussed by the finance team during these meetings, as well as how they could \u201cclose the gap\u201d\n\nbetween sales and goals. They also discussed which customers would be offered discounts. One\n\nof the topics that was frequently discussed during these meetings was whether James Hardie had\n\nthe manufacturing capacity to supply enough inventory when the company was going to offer large\n\ndiscounts to pull in sales.\n\n 46. FE 1 also stated that there was a push to close the fiscal 2024 year on a \u201chigh note.\u201d\n\nFE 1 recalled speaking to the finance team and asking why orders from F1Q25 were still being\n\npulled into F4Q24 when the company had such a great year. This practice seemed\n\n\n\n 15\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 19 of 70 PageID #:572\n\n\n\n\n\u201ccounterintuitive\u201d to FE 1, and FE 1 did not understand why the company would \u201csteal\u201d from the\n\nnext year when it had performed so well. 2\n\n 47. According to FE 1, in April 2025, James Hardie planned to stop the practice of\n\noffering heavy discounting in the first quarter of the fiscal year to stop this \u201cpattern\u201d of pulling in\n\nsales. But around late May 2025, the sales team still wanted to pull in sales from F2Q25 by offering\n\nheavy discounts, which FE 1 questioned and raised concerns about during a North American\n\nleadership team meeting. FE 1 questioned why the sales team wanted to make the quarter \u201cless\n\nterrible\u201d when it was already known internally that it was going to be disappointing. FE 1 recalled\n\nthat members of the finance and supply chain teams that were also present at the meeting agreed\n\nwith FE 1 that the sales should not be pulled in. However, FE 1 did not know exactly what the\n\nfinal decision was regarding discounting for that quarter and said that it would have been made by\n\na small group within the finance team.\n\n 48. Former Employee 2 (\u201cFE 2\u201d): FE 2 worked at James Hardie as a Regional\n\nAccount Manager from September 2022 to December 2024, and as an Account Manager \u2013\n\nMultifamily/Commercial from November 2024 to May 2025. FE 2\u2019s position entailed reaching\n\nout to builders, developers, architects and subcontractors engaged in multifamily home\n\nconstruction (and which FE 2 had also been previously doing while a Regional Account Manager\n\nfor single-family construction for Northern California). Additionally, FE 2 dealt with various\n\ndistributors and dealers, although this was more the case when FE 2 was a Regional Account\n\nManager for single-family. These included several one-step distributors, including Builder\u2019s First\n\nSource, 84 Lumber, and ABC Supply, as well as two-step distributors such as Golden State\n\n\n\n\n2\n It was around this time that James Hardie was negotiating to acquire AZEK and the acquisition was announced on\nMarch 24, 2025.\n\n 16\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 20 of 70 PageID #:573\n\n\n\n\nLumber (which was apparently quite large), and a number of smaller, local dealers, including Big\n\nCreek Lumber, Meek\u2019s Lumber, and Berry Lumber.\n\n 49. FE 2 said that James Hardie always announced a price increase around October\n\nwith the increase going into effect in January of the upcoming year; and in that regard, calendar\n\n2024 was no different. Accordingly, there was typically \u201ca huge push from James Hardie\u201d to get\n\nthe distributors and dealers to stock as much inventory as possible before the end of a calendar\n\nyear. FE 2 noted that some of the smaller, regional two-stepper dealers (e.g., Big Creek Lumber,\n\nMeek\u2019s Lumber, and Berry Lumber) sometimes took on as much as six-month\u2019s worth of inventory\n\nprior to upcoming price increases. FE 2 added that the one-steppers typically gauged how much\n\nproduct they were willing to allocate to the two-steppers at the old prices. FE 2 said that James\n\nHardie sometimes entered into agreements with some of the distributors \u201cto sit on inventory\u201d such\n\nthat they had upwards of six-months of inventory on-hand.\n\n 50. FE 2 said that internally at James Hardie there had not been an anticipation of a\n\n\u201cboom\u201d in sales going into (calendar) 2025, but that there would be an increase to some extent of\n\nhousing starts. However, the new housing starts that had been anticipated for (calendar) 2025\n\napparently did not materialize. This lack of new housing starts was especially the case in the\n\nSoutheastern US, which FE 2 said \u201ctook a massive hit\u201d in (calendar) 2025) compared to prior\n\nyears. FE 2 knew about the lack of new housing starts and the impact this especially had in the\n\nSoutheastern US by way of FE 2\u2019s attendance at quarterly calls held by James Hardie\u2019s senior\n\nleadership with employees. More specifically, FE 2 heard this in the last of these quarterly calls\n\nwhich was held in April 2025. Additionally, FE 2 had access to James Hardie\u2019s Salesforce Tableau\n\napplication which not only enabled FE 2 to see how sales were performing in their region, but\n\nanywhere else in the US. Based on what FE 2 saw in the Salesforce Tableau application prior to\n\n\n\n 17\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 21 of 70 PageID #:574\n\n\n\n\ntheir departure from the Company in May 2025, there had been \u201ca little dip\u201d in FE 2\u2019s territory,\n\nbut that the biggest dips \u2013 \u201calmost double-digits\u201d in (calendar) 2025 compared to the same period\n\nin (calendar) 2024 \u2013 in the Southeast, particularly Texas, Florida, and South Carolina, which were\n\npredominantly single-family construction markets. As FE 2 described, there had been \u201ca\n\nsignificant dip\u201d in sales in January and February 2025 \u201cbecause of the pre-buying\u201d that had taken\n\nplace in (calendar) 2024, although such a sales slowdown in those months was typical. Sales in\n\nJanuary 2025 and February 2025 were \u201calmost dead,\u201d but new housing starts were also slow in\n\nthis same timeframe compared to prior years.\n\n 51. FE 2 understood that in early 2025 distributors and dealers were sitting on excessive\n\nlevels of inventory and that California distributors had taken on \u201cbig chunks of inventory.\u201d FE 2\n\ncould see this based on how much the distributors had purchased, as well as from comments made\n\ninformally by some of the individuals involved in purchasing at the distributors at the branch level.\n\nFE 2 noted that many of the distributors had an automated ordering process in place with James\n\nHardie. When asked if the level of inventory in the channel being potentially excessive going into\n\n(calendar) 2025 had been concerning, FE 2 said, \u201cI think, yes.\u201d However, not only were sales\n\nvirtually nonexistent in January and February 2025, but there were still \u201cnot many orders\u201d in March\n\nand April 2025. Apparently, orders started to pick up in April 2025, although this was mainly\n\ncoming from smaller dealers and distributors and there was \u201ca lot of destocking\u201d also taking place\n\namongst the distributors beginning in April 2025. According to FE 2 this was known because \u201cwe\n\nmeasure\u201d the inventory levels at the distributors. James Hardie\u2019s Strategic Account Managers were\n\nthe primary individuals responsible for monitoring inventory levels of the large, one-stepper\n\ndistributors. FE 2 relied on what \u201cthe local guys\u201d who worked for the distributors at the branch-\n\nlevel \u201ctell us,\u201d plus it was possible to see the actual amount of inventory being held at the local\n\n\n\n 18\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 22 of 70 PageID #:575\n\n\n\n\nlevel, as well as examining \u201cpurchase logs\u201d that showed how much a distributor branch had\n\npurchased in a given period.\n\n 52. FE 2 explained that James Hardie employed a Virtually Managed Inventory system\n\nfor large distributors to store James Hardie inventory. This usually entailed James Hardie making\n\ncertain guarantees with the distributor, such as James Hardie agreeing to pay for any damaged\n\ninventory and/or taking back inventory from the distributor, as well as also taking care of\n\nreplenishing inventory when it fell below certain levels on behalf of the distributor.\n\n 53. FE 2 said that James Hardie\u2019s National Account Managers tracked inventory being\n\nheld by major distributors.\n\n 54. Former Employee 3 (\u201cFE 3\u201d): FE 3 served as a Business Development Manager\n\nat James Hardie from January 2020 to November 2025. FE 3 reported to two Regional Sales\n\nManagers, who in turn reported to an Area Regional Manager and indirectly to the Senior Director\n\nfor the Northeast.\n\n 55. FE 3 stated that most of James Hardie\u2019s large wholesalers had Virtually Managed\n\nInventory (VMI) whereby James Hardie controlled the inventory the distributors had for each stock\n\nkeeping unit (\u201cSKU\u201d), which included replenishing distributor inventories. FE 3 also stated dealers\n\ndiscussed the amount of \u201cdays on hand\u201d inventory.\n\n 56. FE 3 stated that in 2025, dealers had been having more difficulty keeping the\n\ninventory below their targeted inventory levels since the economy and sales had slowed down. FE\n\n3 explained there were a couple times where James Hardie bought back \u201ctruckloads\u201d of inventory\n\nfrom dealers because they had too much.\n\n 57. Former Employee 4 (\u201cFE 4\u201d): FE 4 was a Technical Sales Manager at James\n\nHardie from April 2021 to August 2025 and previously held several other positions at James\n\n\n\n 19\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 23 of 70 PageID #:576\n\n\n\n\nHardie beginning in August 2014. In FE 4\u2019s position as Technical Sales Manager, FE 4 worked\n\nwith contractors and homebuilders engaged in new, single-family home construction, as well as\n\nwith local channel partners that carried James Hardie products.\n\n 58. FE 4 stated that James Hardie\u2019s inventory data included inventory turnover, which\n\nis a financial metric indicating how many times a company has sold and replaced its inventory\n\nduring a given period. The number and frequency of inventory turnover was a topic discussed on\n\ninternal calls that occurred regularly on a monthly and quarterly basis.\n\n V. FACTUAL ALLEGATIONS\n\n A. Overview of James Hardie\u2019s North America Fiber Cement Business\n\n 59. James Hardie manufactures and sells fiber cement, fiber gypsum and cement-\n\nbonded building products for interior and exterior building construction applications in the United\n\nStates, Australia, Europe, and New Zealand. The Company markets its fiber cement products and\n\nsystems under the Hardie brand, its fiber gypsum and cement-bonded boards under the fermacell\n\nbrand, and fire-protection boards under the AESTUVER brand.\n\n 60. During the Class Period, James Hardie had three reportable segments: North\n\nAmerica Fiber Cement, Asia Pacific Fiber Cement and Europe Building Products. The North\n\nAmerica segment was its largest, generating about 80% of the Company\u2019s earnings.\n\n 61. In North America, the largest application for fiber cement building products is in\n\nexternal siding for the residential building industry. James Hardie sells its exterior fiber cement\n\nproducts for repair, remodel, and new residential construction to distributors, who then sell the\n\nproducts to dealers or lumber yards. About 88% of James Hardie\u2019s North America business was\n\ncomprised of external siding products. Its main exterior products are plank (horizontal fiber cement\n\nsiding), panel (vertical fiber cement siding), shingle (smaller rectangle-shaped siding), trim (fiber\n\n\n\n 20\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 24 of 70 PageID #:577\n\n\n\n\ncement products for corners, columns, fascia, doors and window), and soffit (coverage for the\n\nunderside of roof eaves and exterior porch ceiling).\n\n 62. The remaining 12% of James Hardie\u2019s North America business was comprised of\n\ninterior fiber cement products, typically \u201cbacker,\u201d which is cement board installed as backing for\n\ntiles. The Company\u2019s interior fiber cement products in North America are typically sold through\n\nlarge home center retailers and specialist distributors or dealers.\n\n B. After a Destocking Incident in 2022, Erter and Wilson Assured Investors They Would\n Effectively Manage Channel Inventory Levels on Behalf of Distributors and Dealers\n\n 63. Because its North America fiber cement products are central to James Hardie\u2019s\n\nbusiness, Defendants have a thorough process for monitoring its inventory to estimate future\n\ndemand, stating the following in James Hardie\u2019s Annual Report on Form 20-F filed with the SEC\n\non May 20, 2025 (the \u201c2025 20-F\u201d):\n\n Inventories are recorded at the lower of cost or net realizable value. In order to\n determine net realizable value, management regularly reviews inventory\n quantities on hand and evaluates significant items to determine whether they are\n excess, slow-moving or obsolete. The estimated value of excess, slow-moving and\n obsolete inventory is recorded as a reduction to inventory and an expense in cost of\n sales in the period in which it is identified. This estimate requires management to\n make judgments about the future demand for inventory and is therefore at risk\n to change from period to period. If our estimate for the future demand for inventory\n is greater than actual demand and we fail to reduce manufacturing output\n accordingly, we could be required to record additional inventory reserves, which\n would have a negative impact on our gross profit.\n\n 64. In addition, \u201cOn a regular basis, the Company evaluates its inventory balances\n\nfor excess quantities and obsolescence by analyzing demand, inventory on hand, sales levels and\n\nother information. Based on these evaluations, inventory costs are adjusted to net realizable value,\n\nif necessary.\u201d\n\n 65. Following a prior incident of significant customer destocking in 2022, James\n\nHardie\u2019s channel inventory has been a primary topic of interest for analysts following the\n\n\n 21\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 25 of 70 PageID #:578\n\n\n\n\nCompany, and both Erter and Wilson represented that they were taking a more comprehensive and\n\nactive approach to effectively managing inventory levels.\n\n 66. On November 7, 2022, Erter revealed that customers in North America asked to\n\n\u201cpartner[] with us to lower their inventory levels\u201d which would have a devastating impact on James\n\nHardie\u2019s results. In particular, Erter stated \u201cwe now expect second half volume growth to be\n\nbetween negative 5% and negative 8% to the prior year, which is a significant reduction to our\n\nAugust-September projections.\u201d In reaction to this news, James Hardie\u2019s ADS price fell over 16%,\n\ndeclining from its closing price of $21.35 on November 7, 2022 to $19.14 on November 8 and\n\n$17.93 on November 9, 2022. As a result of this, analysts remembered to ask about \u201cinventory\n\nlevels in the channel\u201d at the next earnings call on February 13, 2023, and again about any \u201cchannel\n\nmovements\u201d in August 2023.\n\n 67. Soon after that incident, and after fielding analyst questions about the channel in\n\nthe following earnings calls, Jason Miele, James Hardie\u2019s prior CFO, \u201cstepped down\u201d from the\n\nCompany on August 16, 2023 and was replaced by Defendant Wilson. During her first earnings\n\ncall as CFO, on November 7, 2023, in response to another analyst question about channel\n\ninventories, Wilson assured investors that,\n\n [O]n the inventory, we\u2019re doing a lot more with customer integration. So with the\n customer integration, we\u2019re specifically getting a tighter look on their inventory\n with our top customers, largely driven the North America. From that inventory,\n look, we are getting that close inventory. Look, not only is that a demand signal for\n us, but it is also a great way for us to efficiently manage their inventory and our\n inventory.\n\n 68. On the same call, Erter responded to a question from analyst Keith Chau from MST\n\nabout \u201cchannel risk\u201d by assuring investors that channels were normalized, stating, \u201cas far as\n\ninventories in the channel, it\u2019s normalized to us. We don\u2019t see any noticeable difference of it being\n\n\n\n\n 22\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 26 of 70 PageID #:579\n\n\n\n\nstopped or thin.\u201d Erter likewise detailed \u201ccustomer integration\u201d and increased monitoring to\n\nprevent recurrent issues in the future, stating:\n\n [O]ur customer integration keeps getting better and better. That\u2019s not only our\n relationships with our customers, but also the data in which they\u2019re giving us,\n which is helping us as it relates to helping them, right, to have the right inventory\n and where they need it.\n\n Just to give you a stat, we\u2019ve taken our largest customers, we had about 30% of\n them that gave us data. Now we\u2019re closer to 70% this year. So that\u2019s number one.\n The other thing, I think, that\u2019s different is we\u2019re getting more specialized from a\n sales standpoint. When I talk about investments, we\u2019re making investments to get\n specialized in certain areas. So for instance, when we think about single-family new\n constructions, it\u2019s putting people on that\u2019s focused on some of those large builders,\n but also moving past the Top 25 to the Top 200 as well. So I think those are 2 of\n the noticeable changes that we\u2019ve made within the last year that we\u2019re seeing\n benefits from, Keith.\n\n 69. The \u201ccustomer integration\u201d both Erter and Wilson referred to is generally defined\n\nas the process of unifying customer data from across an organization to gain a more complete view\n\nof the customer\u2019s history and needs. It involves integrating sources that store customer and\n\ninventory data, including systems and platforms that record, store, and manage information about\n\nproducts and stock levels.\n\n 70. The particular system James Hardie used, confirmed by FEs 1, 2, and 3, was Vendor\n\nManaged Inventory (VMI), whereby James Hardie took responsibility for monitoring and\n\nreplenishing their dealers\u2019 and distributors\u2019 inventory levels using real-time data sharing. Through\n\nthis approach, suppliers rather than buyers generate replenishment orders based on agreed-upon\n\nminimum and maximum inventory thresholds. VMI is aimed at reducing both shortages and\n\nsurpluses of inventory. Erter explicitly described their process as such, stating, \u201cthe data in which\n\nthey\u2019re giving us, which is helping us as it relates to helping them, right, to have the right inventory\n\nand where they need it.\u201d Erter assured investors that James Hardie had about 70% of their\n\ncustomers\u2019 data, compared to the 30% at the time the channel overloaded in November 2022.\n\n\n 23\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 27 of 70 PageID #:580\n\n\n\n\n 71. FE 3 also stated that James Hardie used VMI to control the inventory the\n\ndistributors had for each stock keeping unit (SKU), which included replenishing distributor\n\ninventories. The term \u201cstock keeping unit\u201d in manufacturing refers to the unique code assigned to\n\na specific product variant to track inventory internally. SKUs are used to monitor inventory levels,\n\nstreamline the picking process, and automate reorder points, reducing stock-outs and errors. They\n\ncan also track production, batch numbers, and warehouse locations with precision.\n\n 72. In addition to managing distributors\u2019 inventory levels for them, including deciding\n\nwhen to replenish those inventories, James Hardie also did not have to transfer possession of the\n\ninventory in order to recognize revenue. James Hardie\u2019s 2025 20-F stated, \u201cA portion of the\n\nCompany\u2019s revenue is made through distributors under vendor managed inventory agreements\n\nwhereby revenue is recognized upon the transfer of title and risk of loss to the distributors.\u201d\n\nWhile James Hardie\u2019s revenue is \u201cgenerally\u201d recognized \u201cupon delivery,\u201d their performance\n\nobligation and revenue recognition could be different \u201cdepending on the terms of the underlying\n\ncontract[.]\u201d This ability to recognize revenue without actually delivering products made it easier\n\nfor Defendants\u2019 misrepresentations to go undetected. It also prevented James Hardie\u2019s sales from\n\nbeing constrained by the physical space allocated by its distributors and dealers.\n\n 73. In addition to monitoring inventory levels, James Hardie also closely monitored\n\nend-user demand to, in turn, increase its sales to distributors and dealers. To ensure its products\n\nwill move through the channel, James Hardie markets directly to end-users, including\n\nhomeowners, architects, builders, and contractors. Because James Hardie holds approximately\n\n90% of the fiber cement market share in North America, market competition primarily stems from\n\nsubstitute products, such as wood or brick. To remain competitive, James Hardie maintains a\n\n\n\n\n 24\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 28 of 70 PageID #:581\n\n\n\n\nspecialized sales force and customer service infrastructure in North America and developed\n\ntargeted marketing programs.\n\n 74. Indeed, Defendants repeatedly highlighted the Company\u2019s involvement in\n\npromoting and monitoring end-user demand, including, as stated in James Hardie\u2019s 2025 20-F, by\n\nproviding \u201csupport directly to the customers of these distribution channels, principally\n\nhomebuilders and building contractors\u201d and \u201cmaintain[ing] relationships with national and other\n\nmajor accounts\u201d through their regional sales management teams.\n\n 75. By monitoring both inventory and end-user demand, James Hardie positioned itself\n\nto fully to manage the fiber cement channel on behalf of distributors and dealers. Erter and Wilson\n\nalso committed to increased \u201ccustomer integration\u201d of inventory data to prevent another customer\n\ndestocking issue in the future. After placing themselves in a position of trust with dealers and\n\ndistributors, Defendants abused that position to make the Company appear more profitable. As FE\n\n1 detailed, Defendants used aggressive discounts at the end of each quarter and overloaded\n\ndistributors and dealers with additional inventory that continued to accumulate.\n\n C. Defendants Overloaded James Hardie\u2019s Distributors and Dealers with Excess\n Inventory to Artificially Boost Sales and Knew About Customer \u201cDestocking\u201d by\n April 2025\n\n 76. As detailed above by FE 1, prior to and during the Class Period, James Hardie\u2019s\n\nsales team was instructed by Erter to use aggressive discounts at the end of each quarter to pull\n\nforward sales and revenue for the current quarter, which resulted in stealing business from future\n\nquarters.\n\n 77. At year-end 2024 and into 2025, James Hardie offered significant discounts to\n\ncustomers at a time when demand for its products was softening, which led to oversupplied\n\ndistributors with more products than they could sell. This strategy was done to make the Company\n\n\n\n 25\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 29 of 70 PageID #:582\n\n\n\n\nappear more profitable and created the appearance of increased demand and sales. Defendants,\n\nhowever, knew their inventory channel would was overstuffed far in excess of demand. Both\n\nDefendants and analysts had already been attuned to the risks of customer destocking from a\n\nsimilar incident back in 2022.\n\n 78. As FE 2 stated, sales were virtually nonexistent in January and February 2025, and\n\nthere were still \u201cnot many orders\u201d in March and April 2025. Apparently, orders started to slightly\n\npick up in April 2025, although this was mainly coming from smaller dealers and distributors. FE\n\n2 said there was \u201ca lot of destocking\u201d taking place amongst the larger distributors.\n\n 79. Indeed, Erter confirmed that he had been monitoring channel inventory during the\n\nClass Period and admitted on August 19, \u201cuncertainty built throughout April and early May.\u201d\n\nJames Hardie\u2019s customers \u201cwere managing their inventory\u201d in April and \u201cwe already started to\n\nsee a little bit of that destock as you talk about April through May.\u201d\n\n 80. Despite \u201cstart[ing] to see\u201d the destock in April, Defendants made numerous\n\nmisstatements on May 20 and 21, 2025 that the North America segment remained strong despite\n\nthe challenging market environment and denying that inventory destocking would be an issue.\n\n 81. The same MST analyst that asked about channel inventory in November 2022,\n\nKeith Chau, explicitly asked Erter on May 20, 2025, \u201chow you\u2019re thinking about channel inventory\n\nlevels and whether there is risk of destocking just going back to the experience in 2022.\u201d In\n\nresponse, Erter falsely stated, \u201cI would say that we are seeing normal stock levels out there just\n\nas a general statement.\u201d Despite having seen customers destocking in April and early May, and\n\nknowing full well that investors were concerned about destocking, Erter misrepresented that there\n\nwere any concerns. Because James Hardie did not publicly report channel inventory levels,\n\ninvestors had to take Erter at his word. But Defendants knew investors would have found it\n\n\n\n 26\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 30 of 70 PageID #:583\n\n\n\n\nsignificant that North America revenues were being driven by inflated channel inventory and not\n\nincreased end-user demand, because those forces fundamentally differ in sustainability.\n\n 82. Erter also assured investors that the market environment and demand would be no\n\nconcern, even though demand was decreasing and would soon have the impact of revealing their\n\noverstuffed inventory channel. On the same May 20 earnings call, Erter stated that despite a \u201cmore\n\nchallenging market environment,\u201d James Hardie was well-positioned to \u201csustain\u201d its current\n\n\u201coutperformance in our markets.\u201d Erter also clarified that \u201c[o]ur team is poised to execute on FY\n\n\u201926.\u201d These statements were likewise false and misleading in light of the \u201cdestocking\u201d Erter\n\nadmitted he saw by at least April.\n\n D. Defendants Concealed The Inventory Destocking Issues To Avoid Further Investor\n Backlash After Investors Reacted Negatively To The AZEK Acquisition\n\n 83. About a month before Erter \u201cstarted to see\u201d destocking, James Hardie announced\n\nthat it planned to acquire AZEK for a combination of cash and stock for a total value of $8.75\n\nbillion in March 2025. AZEK was a United States manufacturer of decking, trim, and other outdoor\n\nbuilding materials. Defendants promoted the merger as expanding James Hardie\u2019s reach to the\n\nbroader \u201coutdoor living\u201d category. As a result of the deal, James Hardie would also change its\n\nprimary listing from the Australian Stock Exchange (ASX) to the NYSE.\n\n 84. The acquisition closed on July 1, 2025 for an implied value of $8.4 billion,\n\nincluding the value of share-based awards and the repayment of AZEK\u2019s outstanding debt. AZEK\n\nshareholders received $26.45 in cash and 1.0340 ordinary shares of James Hardie for each share\n\nof AZEK common stock held for a total of $54.18 per share. The cash and stock combination was\n\nvalued at $56.88 and 26% of the combined Company. This was a 37% premium to AZEK\u2019s last\n\nclosing share price. Under Australian listing rules, James Hardie was not required to obtain\n\nshareholder approval for the acquisition.\n\n 27\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 31 of 70 PageID #:584\n\n\n\n\n 85. Almost immediately after the deal was announced on March 24, 2025, investors\n\nexpressed surprise and concern that James Hardie was overpaying for an acquisition that did not\n\nalign with its core fiber cement business. Taking Defendants\u2019 representations about the North\n\nAmerica fiber cement business as true, investors believed James Hardie could continue to meet\n\nexpectations in the North America segment due to its strong market position and sustainable\n\ndemand in the U.S. renovation market. In contrast, the U.S. outdoor products sector AZEK\n\noperated in was more competitive and uncertain, and its prospects did not seem to justify the high\n\ncost of the acquisition.\n\n 86. Underscoring investors\u2019 unhappiness with the deal, James Hardie\u2019s stock declined\n\nby 18.9% on the announcement of the AZEK acquisition, falling from its closing price of $29.28\n\non March 21, 2025 to $24.25 on March 24 and $23.80 on March 25, 2025. Erter misrepresented\n\nproblems with James Hardie\u2019s inventory levels on the May 20, 2025 earnings call to avoid further\n\ninvestor backlash and stock price decline and to ensure that the AZEK merger would go through.\n\n 87. On April 15, 2025, a group of investors, including large pension funds such as\n\nAustralianSuper and UniSuper and institutional investors such as Schroder Investment and Fidelity\n\nAustralia, wrote to the ASX and requested new listing rules to require shareholder approval for\n\nshare issuance above a certain threshold and for modifications to listings.\n\n 88. In the face of investor concerns, Defendants did not disclose the underlying issues\n\nin James Hardie\u2019s North America segment that would have provided context for the acquisition.\n\nInstead, Defendant Erter gave investors the impression that AZEK would fuel the North America\n\nsegment\u2019s revenue even more by significantly elevating James Hardie\u2019s brand recognition and\n\nmarketing. On May 20, 2025, Erter stated that AZEK would \u201cincrease brand visibility and product\n\n\n\n\n 28\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 32 of 70 PageID #:585\n\n\n\n\navailability\u201d to \u201cfurther accelerate our sales growth\u201d and \u201c[o]ur combined business will be an\n\nengine of tremendous cash flow generation.\u201d\n\n 89. Unbeknownst to investors, combining the North America segment with AZEK\n\ncould have further concealed Defendants\u2019 fraud. To avoid ever revealing the truth about\n\noverstuffed inventory channels, Defendants intended to hide behind the AZEK acquisition to boost\n\nthe North America segment before the overloaded inventory channels had to be revealed. Indeed,\n\nafter the Class Period, James Hardie combined its North America business with AZEK\u2019s North\n\nAmerica Exteriors into a single \u201cSiding & Trim\u201d segment. Siding & Trim remains the Company\u2019s\n\nlargest source of revenue, but investors will no longer receive a full breakdown of the performance\n\nof its legacy fiber cement business in comparison to its new AZEK business.\n\n 90. Contrary to the impression Erter\u2019s statements gave investors of \u201cfurther\n\naccelerat[ing] our sales growth\u201d and \u201cincrease[d] brand recognition,\u201d the addition of AZEK was\n\nnot enough to compensate for North America segment\u2019s excess inventory problem. Not only did\n\nDefendants explicitly deny the risk of destocking and demand issues in North America, but they\n\nalso sold investors on new growth from AZEK\u2019s exteriors business.\n\n E. James Hardie\u2019s Overstuffed Channel Becomes Too Big to Hide and James Hardie is\n Forced to Reveal the Truth\n\n 91. The truth about Defendants\u2019 misrepresentations was revealed after the close of\n\ntrading on August 19, 2025, when James Hardie reported that North America Fiber Cement sales\n\ndeclined by 12%, Q1 2026 profit declined by 29%, and projected lower-than-expected fiscal 2026\n\nearnings. James Hardie admitted that its disappointing results largely reflect \u201cexpected\n\nnormalization of channel inventories due to moderating growth expectations by our customers as\n\nuncertainty built throughout April and early May.\u201d Defendant Erter also indicated that this\n\n\u201cnormalization\u201d would continue, stating, \u201cwe believe it is prudent to plan for more cautious order\n\n 29\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 33 of 70 PageID #:586\n\n\n\n\npatterns and defensive inventory positioning at our channel partners, exacerbated by the slower\n\nseasonality of new construction into the back half of the calendar year.\u201d\n\n 92. Erter also admitted that James Hardie would be adjusting to decreased demand,\n\ndespite previously claiming it would not be a concern, stating:\n\n In May, we built into our full year guidance and assumption that end market\n demand could decline by approximately mid-single digits, driven by expectations\n for further decline in repair and remodel. Over the course of the summer, single-\n family new construction activity has been weaker than anticipated, and we have\n adjusted our expectations to account for softer demand. Furthermore, we believe it\n is prudent to plan for more cautious order patterns and defensive inventory\n positioning at our channel partners, exacerbated by the slower seasonality of new\n construction into the back half of the calendar year. Amidst this dynamic, we're also\n conservatively expecting to benefit from recent homebuilder exclusivity wins and\n new product launches more so in FY \u201827 and beyond rather than the back half of\n FY \u201826 and as previously planned.\n\n 93. While Erter claimed that he previously \u201ctalked about inventory being relatively\n\nnormalized\u201d on the May 20, 2025 conference call, James Hardie had projected that North America\n\nnet sales growth would be \u201cup low single-digits,\u201d and an analyst from MST Financial Services\n\nchallenged the implication that issue had been disclosed, stating, \u201cSo you mentioned we spoke\n\nabout it at the last quarter, which we certainly did and that was 7.5 weeks into the quarter. So the\n\ndestocking into the second half of the quarter must have been quite severe.\u201d In response, Erter\n\nprovided more detail on the inventory destocking timeline, stating:\n\n Let me give you a little bit of a time line when we think about inventory here. We\n talked -- just talked about it, but I'll reiterate it again. So Q4 FY '25 in March, we\n sold our customers prepared for growth. right? You think about the time, the\n election ended up happening in November, people were ready for growth. Look,\n and we talked about inventory not too high, but full well positioned for growth in\n the building season out there. As we got into April, we cited this on the call, a little\n bit of noise, a little bit of uncertainty. You get into May, we have our call, June\n environment softening. As we got into April, people were managing their\n inventory, right? So we already started to see a little bit of that destock as you talk\n about April through May. And then look, as we got into July, June, it was softening\n and then as we got into July, we really saw customers getting into defensive\n inventory posture.\n\n\n 30\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 34 of 70 PageID #:587\n\n\n\n\n 94. Thus, despite starting to see the destock in April and early May, Defendants made\n\nnumerous statements on May 20 and 21, 2025 falsely assuring investors that the North America\n\nsegment remained strong despite the challenging market environment and denying that inventory\n\ndestocking would be an issue.\n\n 95. Wall Street analysts also expressed shock in response to the news. A report by\n\nTruist Securities on August 20, 2025, titled \u201cDramatic Miss on Results Raises More Than Just\n\nWeak Homebuilder Market Questions on Share\u201d commented on \u201cshockingly low FY26 guide\n\ndespite now including Azek.\u201d William Blair noted that \u201cchannel de-stocking\u201d was a \u201cbig negative\n\nsurprise\u201d and that the \u201cbig miss and guide reset is hard to defend.\u201d A report published by\n\nMacquarie, also on August 20, called James Hardie \u201cclear as mud\u201d and stated its FY26 guidance\n\n\u201cdisappoints.\u201d CLSA later published a report on August 21, 2025 titled \u201cRude awakening\u201d and\n\nstated \u201cJHX\u2019s revelations of customer destocking, particularly in the US Southern region, is\n\nconcerning in our view.\u201d In addition, \u201cthe magnitude of JHX\u2019s miss raises some questions over\n\nmanagement\u2019s visibility and internal systems, in our view.\u201d\n\n F. Post Class Period Developments\n\n 96. As of December 2025, the Company changed its segment reporting structure to\n\nconceal its legacy North America business within AZEK as originally planned. Under its revised\n\nreporting structure, North America Fiber Cement segment was integrated with the acquired AZEK\n\nNorth America Exteriors business to form a new segment called Siding & Trim. Additionally, the\n\nCompany created a Deck, Rail & Accessories segment which includes the remainder of AZEK\u2019s\n\nNorth America \u201coutdoor living\u201d business. The legacy Asia Pacific Fiber Cement segment was\n\nrenamed the Australia & New Zealand segment, and the legacy Europe Building Products segment\n\nwas renamed the Europe segment.\n\n\n\n 31\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 35 of 70 PageID #:588\n\n\n\n\n 97. The Siding & Trim segment remains the Company\u2019s largest source of revenue, but\n\ninvestors no longer receive a full breakdown of the performance of its legacy fiber cement business\n\nin comparison to its new AZEK business.\n\n 98. In addition, Defendant Wilson \u201cstepped down\u201d as CFO of the Company on\n\nNovember 17, 2025, and was replaced by Ryan Lada, the former CFO of AZEK.\n\n 99. Later, on February 10, 2026, James Hardie held an earnings call for Q3 2026\n\nquarterly results and Erter discussed how channel inventories remained elevated. Erter reminded\n\ninvestors that, \u201cone of the things I think that you\u2019ll remember is we are facing a comp from an\n\ninventory build that we saw in Q4 last year.\u201d In response to an analyst\u2019s question about \u201cnear term\u201d\n\nexpectations, Erter responded that Texas builders \u201chave been tightly managing inventory\u201d and\n\n\u201c[a]fter significant volume declines in Q3\u201d James Hardie was finally seeing \u201csome signs of\n\nnormalization early in the calendar year\u201d and \u201c[i]t\u2019s choppy, but it\u2019s stabilizing. We\u2019re not seeing\n\nit getting any worse, which is good.\u201d But still, \u201cInventory in key markets like Orlando,\n\nJacksonville, Tampa and Atlanta remain elevated[,]\u201d \u201c[b]uilders across the Southwest and\n\nMountain states, they\u2019re overbuilt in inventory right now[,]\u201d and \u201coverall, in new construction,\n\nit\u2019s soft across many of the key regions. Inventory levels are elevated.\u201d Lada also referred to James\n\nHardie\u2019s inventory needing to \u201cnormalize[]\u201d and \u201crebalance.\u201d\n\n VI. DEFENDANTS\u2019 MATERIALLY FALSE AND MISLEADING STATEMENTS\n AND OMISSIONS\n 100. During the Class Period, Defendants (i) made materially false and misleading\n\nstatements, as stated in detail below, and (ii) omitted material facts. Defendants omitted the\n\nmaterial fact that James Hardie\u2019s sales volume was being driven by unsustainable discounting that\n\nincreased channel inventory and lowered demand. Investors remained unaware that James Hardie\n\nwas experiencing weakening demand and increased concentration of inventory in the sales\n\n\n 32\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 36 of 70 PageID #:589\n\n\n\n\nchannel, and the associated impact on James Hardie\u2019s current and future financial results. The\n\nomitted facts were material to investors, as they concerned the Company\u2019s largest and most\n\nlucrative source of revenue and had been a topic of direct questioning by analysts since November\n\n2022.\n\n A. May 20, 2025 Earnings Call and Form 20-F\n\n 101. The Class Period starts on May 20, 2025, when James Hardie filed its Form 20-F\n\nfor the fiscal year with the SEC and held an earnings call about its reported financial results for its\n\nfiscal 2025 fourth quarter. On the earnings call, Erter spoke confidently about North America\n\ngrowth despite the challenging market environment, stating:\n\n Our full year business results demonstrate the inherent strength of our unique\n value proposition and the underlying momentum in our strategy against a softer\n market environment. We delivered 2.95 billion standard feet of volume in North\n America, within the range we guided to a year ago despite softer end market\n demand than we had originally anticipated. Our North America EBIT margin of\n 29.4% shows how we generate savings through the Hardie operating system and\n quickly and decisively prioritize consistent high-return investments in organic\n growth and organizational scale. This result exceeded our initial commitment for\n profitability.\n\n In a difficult North America market environment in FY \u201825, we generated $2.9\n billion in North America sales along with $1 billion of EBITDA, resulting in a\n 35% EBITDA margin. And finally, we generated $644 million of adjusted net\n income, again driving performance that exceeded the commitments we made last\n May, thanks to purposeful execution by each of our business teams around the\n globe.\n\n As we turn our focus towards continuing our material conversion mission, I reflect\n with pride on the resilience our teams have shown as our industry faces persistent\n headwinds. More recent broader macroeconomic uncertainty could further impact\n the cost of home construction and weigh on consumer sentiment, influencing\n demand. As a result, in North America, which represents approximately 3/4 of our\n total net sales, we are prudently planning for market volumes to contract in FY \u201826,\n including a fourth consecutive year of declines in large ticket repair and remodel\n activity.\n\n Despite near-term headwinds, the strength of our brand and the attractiveness of\n our value proposition to customers has and will enable James Hardie to\n structurally grow through expansions and contractions. We will continue to\n\n 33\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 37 of 70 PageID #:590\n\n\n\n\n capitalize on these strengths as we navigate through the current backdrop,\n focusing on outperforming our end markets to drive top and bottom line in FY\n \u201826, consistent with our prior planning assumptions.\n\n 102. The statements referenced above in \u00b6101 were materially false and/or misleading\n\nwhen made because they failed to disclose the following adverse facts pertaining to James Hardie\u2019s\n\nNorth America segment. Rather than being able to \u201coutperform[] our end markets\u201d \u201c[d]espite near-\n\nterm headwinds,\u201d customer demand and growth in James Hardie\u2019s North America segment were\n\ndeteriorating. Instead of customer demand, overstocking James Hardie\u2019s distributors and dealers\n\nwith inventory was the primary driver of North America growth during the Class Period. As a\n\nresult, investors were unaware that there was excessive inventory at James Hardie\u2019s North America\n\ndistributors. For these reasons, James Hardie\u2019s business results \u201cdid not demonstrate the inherent\n\nstrength of our unique value proposition and the underlying momentum in our strategy against a\n\nsofter market environment.\u201d The company\u2019s fiscal 2025 results were also misleading for failing to\n\ndisclose that channel inventory was unsustainable and would eventually need to normalize.\n\nWithout the artificial boost from selling beyond demand and increasing its channel inventory to\n\nunsustainable levels, James Hardie\u2019s reported financial results would have been materially\n\ndifferent.\n\n 103. As detailed by FE 1, Erter placed a lot of pressure on North America segment\n\nemployees to meet goals ahead of earnings calls, which resulted in \u201cconcerted efforts\u201d to make\n\neach quarter\u2019s goal by pulling in sales from the following quarter. During FE 1\u2019s entire tenure, as\n\neach quarter closed there was a \u201cmad rush\u201d to pull sales forward from the ensuing quarter through\n\ndiscounts to distributors and dealers to meet sales goals for that period. FE 1 was copied and/or\n\nshown on emails that were sent to the North American leadership team, including some by Erter,\n\nin which employees discussed pulling in sales to meet financial goals because Erter was preparing\n\n\n\n 34\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 38 of 70 PageID #:591\n\n\n\n\nfor upcoming earnings calls. FE 1 stated that James Hardie\u2019s Senior Director of Commercial\n\nOperations, the Chief Sales Officer, and a VP of North American Professional Channel also\n\nreceived these emails. The first email in the chain was typically from the President of the North\n\nAmerica segment explaining that Erter wanted the company to meet their targets. Other times, the\n\nemail was sent directly from Erter, which the President of the North America segment forwarded\n\nto the rest of the North American leadership team. The personnel copied on the emails were aware\n\nof the pressure from Erter and the practice of pulling in sales.\n\n 104. Erter confirmed that he had been monitoring channel inventory during the Class\n\nPeriod and admitted on August 19, \u201cuncertainty built throughout April and early May.\u201d James\n\nHardie\u2019s customers \u201cwere managing their inventory\u201d in April and \u201cwe already started to see a\n\nlittle bit of that destock as you talk about April through May.\u201d Defendants had been attuned to\n\nthe risks of customer destocking in 2022 and subsequently committed to increased \u201ccustomer\n\nintegration\u201d of inventory data to prevent another customer destocking issue in the future. By\n\nmonitoring both inventory and end-user demand, James Hardie fully managed the fiber cement\n\nchannel on behalf of distributors and dealers. After placing themselves in a position of trust with\n\ndealers and distributors, Defendants abused that position to make the Company appear more\n\nprofitable. Defendants were attuned to the risks of customer destocking in 2022 and subsequently\n\ncommitted to increased \u201ccustomer integration\u201d of inventory data to prevent another customer\n\ndestocking issue in the future. By monitoring both inventory and end-user demand, James Hardie\n\nfully managed the fiber cement channel on behalf of distributors and dealers. After placing\n\nthemselves in a position of trust with dealers and distributors, Defendants abused that position to\n\nmake the Company appear more profitable.\n\n\n\n\n 35\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 39 of 70 PageID #:592\n\n\n\n\n 105. FE 2 further confirmed there was \u201ca lot of destocking\u201d by the larger distributors in\n\nthe first quarter of 2025. FE 2 understood that in early 2025 distributors and dealers were sitting\n\non excessive levels of inventory and that California distributors had taken on \u201cbig chunks of\n\ninventory.\u201d As noted above, FE 2 stated that sales had been virtually nonexistent in January and\n\nFebruary 2025, and there still were \u201cnot many orders\u201d in March and April 2025. There was also\n\n\u201ca lot of destocking\u201d taking place amongst the distributors in April 2025, which FE 2 knew about\n\nbecause James Hardie measured inventory levels at the distributors.\n\n 106. Defendant Erter further stated, on the May 20, 2025 earnings call, in pertinent part:\n\n Now please turn to Slide 5, where I will review our recent performance and\n accomplishments within our North America single-family exteriors business. We\n delivered upon our North America volume guidance this year despite challenges\n across our end markets. During FY \u201825, multifamily, which has been a low double-\n digit percentage of segment volumes the past 2 years saw a significant market\n correction, but we outperformed despite our volumes falling over 20%, lapping\n record performance from FY \u201824. Multifamily remains an attractive long-term\n segment for us beyond this near-term normalization and market activity.\n\n Interiors, which is around 10% of segment volumes declined as well, falling high\n single digits as the discretionary interior remodeling market remains soft. The vast\n majority of our North America business that is neither multifamily nor interiors\n is growing. This represents our siding, trim and soffit products across both repair\n and remodel and single-family new construction. This growth reflects the\n encouraging results of our long-term purposeful strategic actions to grow our\n share with the national homebuilders and expand our presence in key repair and\n remodel geographies.\n\n Our growth in FY \u201825 through market declines proves we are executing on our\n plan to win in these large material conversion opportunities. This\n outperformance in single-family exteriors is attributable to strategies like\n leveraging innovative product solutions such as ColorPlus. Our ColorPlus\n offering remains strategically important across both single-family new construction\n and repair and remodel, and our focused efforts and investments enabled double-\n digit growth in FY \u201825.\n\n 107. The statements referenced above in \u00b6106 were materially false and/or misleading\n\nfor the same reasons described in \u00b6\u00b6102-105. Stating that the vast majority of the North America\n\nbusiness was \u201cgrowing\u201d reflecting the \u201cresults of our long-term purposeful strategic actions to\n\n 36\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 40 of 70 PageID #:593\n\n\n\n\ngrow our share\u2026and expand our presence\u201d was misleading because overstocking James Hardie\u2019s\n\ndistributors and dealers with inventory, as a result of pressure from Defendant Erter, was the\n\nprimary driver of North America growth during the Class Period.\n\n 108. Defendant Erter assured investors that, \u201cCore to our strategy is winning against\n\nvinyl within repair and remodel by strengthening our presence in the Northeast and Midwest, two\n\nregions ripe for material conversion through the residing of aging homes with appreciated values\n\nthat remain clad with other substrates.\u201d To that end, Erter touted the performance of James\n\nHardie\u2019s sales team in its North America segment and stated:\n\n Key to our success has been our ability to rapidly onboard new contractors to the\n ALLIANCE, our loyalty program that we will continue to grow and enhance over\n the coming years. Approximately 40% of new contractors added this year were\n introduced to the program by a customer sales representative, a clear proof point of\n how we have amplified our commercial efforts by leveraging our deep partnership\n with our customers, leading to not just hundreds but thousands of feet on the street.\n\n Importantly, as we accelerate sales with siding and decking contractors to capture\n the vast opportunities that lie ahead, the size and strength of our sales force and\n the alignment with our customer sales teams underscores our supreme\n confidence in achieving our commercial synergy commitments. Nobody in the\n industry has a sales force like James Hardie.\n\n Turning to new construction. We continue to achieve success in deepening our\n partnerships and supporting homebuilders\u2019 growth objectives. Over the last year,\n in a clear demonstration of the appreciation for our innovative product solutions\n and unrivaled business support, we have announced multiyear national hard siding\n and trim exclusivity agreements with the following: Meritage Homes, M/I Homes,\n David Weekley Homes, Stanley Martin Homes, CastleRock Communities,\n Trumark Homes, CBH Homes, Davidson Homes, and McKinley Homes. Our\n customer drive, our innovation focus and our broad product range continually\n deliver material conversion wins. Beyond our homebuilder exclusivity\n agreements, we have demonstrated success in accelerating our material\n conversion opportunity in new construction from vinyl to James Hardie fiber\n cement.\n\n Let me share a few examples around how we are doing this. In many cases, we win\n on the absolute value proposition alone as homebuilders see that buyers are\n motivated by the resilient beauty of our products. In other cases, we are increasingly\n reducing overall switching costs by innovating through ColorPlus and around the\n installation process. In parts of the Midwest and specifically with our Statement\n\n 37\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 41 of 70 PageID #:594\n\n\n\n\n Collection, we are piloting products that are quicker and easier to install and thus\n reduce the on-the-wall costs. The early results are highly encouraging and\n demonstrate the potential to unlock a large range of addressable homes at more\n affordable price points.\n\n By highlighting and enhancing the James Hardie value proposition, we\u2019ve become\n increasingly successful at convincing large homebuilder partners to convert from\n vinyl to fiber cement. Our builder partner, Van Metre Homes, who many of you\n saw at our Investor Day, recently dropped vinyl from their designs in favor of fiber\n cement, highlighting our ability to meet the desires of homebuyers across different\n price points and innovate to improve the installed cost of our product.\n\n 109. The statements referenced above in \u00b6108 were materially false and/or misleading\n\nfor the same reasons described in \u00b6\u00b6102-105. Touting the performance of James Hardie\u2019s sales\n\nteam was misleading because customer demand and growth in the North America segment were\n\ndeteriorating. Instead of customer demand and onboarding new customers through sales and\n\nmarketing initiatives, overstocking James Hardie\u2019s distributors and dealers with inventory was the\n\nprimary driver of North America growth during the Class Period.\n\n 110. Erter further stated:\n\n I\u2019d like to take this opportunity to reiterate that we remain well positioned to\n execute on the growth objectives we outlined at our Investor Day last June. They\n are to drive long-term profitable growth in our organic fiber cement business and\n to take advantage of the significant material conversion opportunity in front of\n us.\n\n Within repair and remodel, long-term market fundamentals are highly supportive\n with over 35 million homes aged 20 to 40 years, the prime age for replacing or\n improving exterior siding. 10 million vinyl homes alone have been built over the\n past 30 years, or an easy way to think about the tremendous opportunity is almost\n 80% of the homes in the United States today are not sided with fiber cement. And\n in new construction, the fiber cement category has grown structurally for decades\n with further opportunity to expand in the decades to come. This is particularly true\n with large builders seeking to drive further value for the homeowner with aesthetics\n and durability of the product, differentiate increasingly standardized homes through\n customization of exterior visuals and to achieve labor savings through innovative\n solutions such as our prefinished ColorPlus technology.\n\n We often talk about our path for value creation, and we see immense material\n conversion opportunity as the fuel for our growth engine. But to capture this\n opportunity requires the elements we have refined over the years, creating demand\n\n 38\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 42 of 70 PageID #:595\n\n\n\n\n across the value chain by being the brand of choice, providing customers with\n innovative solutions and supporting the growth of our partners through unrivaled\n business support and localized manufacturing.\n\n I had the pleasure of visiting with hundreds of valued customers and business\n partners at the International Builders\u2019 Show in late February, where we showcased\n many of our new and innovative product offerings. Our focus on innovation\n continues to resonate with our customers, and we believe our winning solutions will\n accelerate our material conversion efforts.\n\n * * *\n\n In North America, we remain steadfast in our commitment to driving double-\n digit revenue growth over the long term, which is built on low single-digit\n underlying market growth, approximately 4 points of outperformance versus our\n end markets through time and an expectation to grow value faster than volumes\n by an additional mid-single digits. It also remains our expectation that\n organically, we will expand our North America EBITDA margin by 500 basis\n points, enabling us to triple our EBITDA. We have stated this path will not be\n linear. However, we are highly confident we will achieve our objectives over the\n long term.\n\n 111. Defendant Wilson also touted James Hardie\u2019s North America results, stating:\n\n We again delivered solid results to close out FY \u201825 performance while remaining\n focused on scaling the organization and investing to profitably grow our business.\n We achieved each of our FY \u201825 guidance metrics despite a more challenging\n macro environment as compared to May of last year when we initially provided\n this outlook.\n\n In North America, our team delivered a solid fourth quarter, and we achieved\n our guidance points both in our second half and full year for volume and EBIT\n margin. Our mid-30s EBITDA margin for the full year demonstrates diligent cost\n control and full delivery of cost savings, which together helped mitigate\n unfavorable volume leverage from softer end markets. Looking ahead, we will\n stay focused on the key strategies that have underpinned our financial performance,\n including aligning our spend to the market environment, investing ahead of\n recovery and evolving our plans to accelerate our market outperformance.\n\n 112. The statements referenced above in \u00b6\u00b6110-111 were materially false and/or\n\nmisleading for the same reasons described in \u00b6\u00b6102-105. Touting the North America segment\u2019s\n\nprospects and fiscal 2025 results was misleading because customer demand and growth in the\n\nNorth America segment were deteriorating. It was misleading for Erter to tout North America\n\n\n 39\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 43 of 70 PageID #:596\n\n\n\n\ngrowth and outperformance, and for Wilson to state that James Hardie was able to achieve its\n\nFY25 guidance despite softer end markets, without also disclosing that overstocking James\n\nHardie\u2019s distributors and dealers with inventory was the primary driver of the North America\n\nsegment\u2019s financial results.\n\n 113. During the question-and-answer portion of the call, Keith Chau, from MST\n\nFinancial Services, explicitly targeted information about industry destocking, asking:\n\n Aaron, just I want to talk about the channel at the moment. Quite clearly, the end\n market demand is soft. This selling season didn't transpire as expected. So just\n wondering if you can give us a sense of what you're seeing in the channel, how\n you're thinking about channel inventory levels and whether there is risk of\n destocking just going back to the experience in 2022. So just seeing if you\u2019re\n seeing anything like that at the moment or whether you\u2019re happy with channel\n inventories at the moment?\n\n 114. In response, Defendant Erter expressly denied any such problems, stating:\n\n Yes. So look, I think as we look at the channel, and it\u2019s different for different\n customers, of course, but in general, I would say that we are seeing normal stock\n levels out there just as a general statement.\n\n If we think about from a repair and remodel standpoint, and look, one of the things\n that is always one of my favorite things to do is be able to be out with our customers.\n So I was able to be with hundreds of them at IBS. I was able to be with many of\n them at our James Hardie events, whether that be at our Contractor Summit, our\n James Hardie Invitational, and more recently, just being out in the field with our\n contractors.\n\n So from a large homebuilder standpoint, I think you\u2019re seeing some of the press out\n there with different blips on the radar. But I think we\u2019re going to see a challenge\n from a large homebuilder standpoint as we look at single-family new construction.\n If we look at R&R, it continually is soft out there, and that\u2019s some of the comments\n that we talked about as we started this call.\n\n But as I said before, Keith, look, with that said, there\u2019s still a lot of share out there\n for us to be able to go out and get after. And I do believe we have the strongest\n value proposition. We\u2019re partnering with our dealer partners. We\u2019re partnering with\n our contractors. We\u2019re partnering with our large builders as we bring in\n differentiated solutions. And no matter what the environment, we\u2019re going to go\n out and win.\n\n\n\n 40\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 44 of 70 PageID #:597\n\n\n\n\n 115. The statements referenced above in \u00b6114 were materially false and/or misleading\n\nfor the same reasons described in \u00b6\u00b6102-105. Erter confirmed that he had been monitoring channel\n\ninventory during the Class Period and admitted on August 19, \u201cuncertainty built throughout April\n\nand early May.\u201d James Hardie\u2019s customers \u201cwere managing their inventory\u201d in April and \u201cwe\n\nalready started to see a little bit of that destock as you talk about April through May.\u201d Despite\n\nbeing asked whether \u201cyou\u2019re seeing anything like that [inventory destocking] at the moment,\u201d\n\nErter expressly denied the issue despite subsequently admitting that he did start to see inventory\n\ndestocking in April and May, 2025. Plus, Mr. Chau was also the same MST analyst that asked\n\nabout channel inventory in November 2022 and reminded Erter of the occasion to signify its\n\nimportance to investors. Defendants knew investors would have been concerned that North\n\nAmerica revenues were being driven by inflated channel inventory and not increased end-user\n\ndemand, particularly if Defendants were seeing customer destocking.\n\n 116. On the same call, William Wilson, from UBS Investment Bank\u2019s Research\n\nDivision, asked, \u201cJust wanted to get a feel for how things have progressed this quarter in the U.S.\n\nthat things kind of slowed down significantly March through to April but have started to pick up\n\nsince. Is that what you\u2019re hearing on the ground?\u201d\n\n 117. Defendant Wilson responded, \u201cI think what we are saying is that we\u2019re being a little\n\nbit more conservative in the uncertainty in the markets right now. We are seeing performance in\n\nthe month to date as we would expect. But look, we\u2019re going to be a little cautious out there. And\n\nour guidance is reflective of that. But again, we are performing very much to our plan.\u201d\n\n 118. In response to a similar question about growth expectations, Defendant Erter\n\nresponded in pertinent part: \u201cLook, as you know, when you look at the history of our company,\n\n\n\n\n 41\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 45 of 70 PageID #:598\n\n\n\n\nwhat we\u2019ve been able to do is outperform no matter what the markets are. We\u2019ve been proud of\n\ndoing that. We'll continue to do that.\u201d\n\n 119. The statements referenced above in \u00b6\u00b6117-118 were materially false and/or\n\nmisleading for the same reasons described in \u00b6\u00b6102-105. Stating that James Hardie is \u201cperforming\n\nvery much to our plan\u201d and that it will \u201ccontinue\u201d to \u201coutperform no matter what the markets are\u201d\n\nwas misleading because as Erter later stated on August 19, \u201cuncertainty built throughout April and\n\nearly May.\u201d James Hardie\u2019s customers \u201cwere managing their inventory\u201d in April and \u201cwe already\n\nstarted to see a little bit of that destock as you talk about April through May.\u201d Defendants had been\n\nattuned to the risks of customer destocking in 2022 and had subsequently committed to increased\n\n\u201ccustomer integration\u201d of inventory data to prevent another customer destocking issue in the\n\nfuture. They were well aware of the importance of this issue to investors.\n\n 120. Brook Campbell-Crawford, from Barrenjoey Markets Research Division, asked,\n\n\u201cThe annual report notes that share gains in North America in FY \u201825 were positive but below\n\ntarget levels, which seems a little bit at odds with all the positivity you\u2019ve talked about in the\n\nprepared remarks around share gains and wins\u2026 what led to that shortfall in share gains in \u201825\n\nand how -- what you are going to do effectively to help change that going forward[?]\u201d In response,\n\nErter stated:\n\n Yes. Brook, just really simply, and I think we mentioned this before, our single-\n family exteriors business, right, which is the bulk of our business grew in what\n was a down market, so we are outperforming. And I think Keith just asked the\n question, I gave a little bit of clarity there. Where we did see some slippage was\n in multifamily, which that whole category was down dramatically. And then if you\n look at our interiors business, it was down, call it, high single digits as well. And\n the interiors business really correlates to large interior remodeling projects.\n\n 121. Defendant Wilson then added, in response to the same question:\n\n I think it\u2019s also important to add, as Aaron was talking about, with some of those\n wins that you\u2019ve been experiencing and what are you expecting and I think what\n we should talk about is that we do expect strategic acceleration, and that\u2019s\n 42\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 46 of 70 PageID #:599\n\n\n\n\n reflective of that progress we\u2019re making with new construction, where we\u2019ve\n announced those wins but those volumes ramp up throughout the year.\n\n We\u2019ve had momentum that we are building with our contractor and R&R, and that's\n the result of some of that ColorPlus, which demonstrates the progress even in softer\n markets. And we\u2019ve had contribution from new product releases like TimberHue.\n Again, as Aaron talked about, we expect those to build throughout the year.\n We\u2019ve had innovations to improve on-the-wall costs, as Aaron discussed, yielding\n encouraging early results. So I think those are some of those strategic initiatives as\n we look ahead and think about volumes for next year.\n\n 122. The statements referenced above in \u00b6\u00b6120-121 were materially false and/or\n\nmisleading for the same reasons described in \u00b6\u00b6102-105. Erter\u2019s statements that James Hardie was\n\n\u201coutperforming\u201d in a \u201cdown market\u201d were misleading because Defendants were seeing\n\n\u201cuncertainty built throughout April and early May.\u201d James Hardie\u2019s customers \u201cwere managing\n\ntheir inventory\u201d in April and \u201cwe already started to see a little bit of that destock as you talk about\n\nApril through May.\u201d Wilson\u2019s statements affirming outperformance and priming investors to\n\nexpect \u201cstrategic acceleration\u201d were likewise misleading. Defendants had been attuned to the risks\n\nof customer destocking in 2022 and had subsequently committed to increased \u201ccustomer\n\nintegration\u201d of inventory data to prevent another customer destocking issue in the future.\n\n 123. Also on May 20, 2025, James Hardie filed its Form 20-F with the SEC, which was\n\nsigned by Defendants Erter and Wilson. The 2025 20-F contained materially false and misleading\n\nstatements about the Company\u2019s financial performance.\n\n 124. In the 2025 20-F, Defendants represented that for the North America segment,\n\n\u201cOrganic Revenue Growth\u201d was \u201c12.2%\u201d and \u201cEBIT Margin\u201d was \u201c29.6%,\u201d both for fiscal years\n\n2023-2025, and the results \u201cexceeds expectations.\u201d Defendants also stated that net sales in North\n\nAmerica Fiber Cement were \u201c2,863.3 million\u201d for fiscal 2025.\n\n 125. The statements referenced above in \u00b6124 were materially false and/or misleading\n\nfor the same reasons described in \u00b6\u00b6102-105. It was misleading to state that organic revenue\n\n\n 43\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 47 of 70 PageID #:600\n\n\n\n\ngrowth and EBIT margin were exceeding expectations because as FE 1 detailed, the North\n\nAmerican team would pull in sales at the end of each quarter in response to pressure from Erter.\n\npulling in sales to meet financial goals because Erter was preparing for upcoming earnings calls.\n\nUnbeknownst to investors, and as explained by FE 2, James Hardie\u2019s distributors and dealers were\n\noverstocked with inventory and demand declines were threatening future sales.\n\n B. May 21, 2025 Earnings Release\n\n 126. James Hardie\u2019s earnings release, dated May 21, 2025 and filed with the SEC on\n\nForm 6-K on May 20, 2025, similarly touted outperformance despite adverse market conditions,\n\nwith James Hardie stating:\n\n In North America, the Company is outperforming its end markets through a\n superior value proposition and driving leading margins despite raw material\n headwinds. James Hardie's significant material conversion opportunity and\n investments across the North American manufacturing footprint have positioned\n the Company well to capitalize as the market returns to growth and the long-term\n housing fundamentals play through. The Company is investing across the value\n chain and growing its contractor base to capture the repair & remodel opportunity.\n Similarly, in new construction, efforts to deepen exclusivity and increase trim\n attachment rates support growth and share gain with large homebuilders.\n\n 127. The release also quoted Defendant Erter as stating:\n\n Over the past five years, our North American business has grown the top line at a\n +10% CAGR and expanded Adjusted EBITDA margin by more than +400bps, a\n clear demonstration of the inherent strength of our value proposition and the\n underlying momentum in our strategy. Our conviction is as strong as ever in\n achieving our long-term aspirations for North America Fiber Cement, namely to\n grow revenue double-digits, expand EBITDA margins by another +500 basis\n points, and triple our EBITDA. I am confident in the future of James Hardie as we\n continue building on these successes and accelerate our growth strategy.\n\n 128. The statements referenced above in \u00b6\u00b6126-127 were materially false and/or\n\nmisleading for the same reasons described in \u00b6\u00b6102-105 and \u00b6119. Stating that the North America\n\nsegment was \u201coutperforming\u201d and that \u201c[o]ur conviction is as strong as ever in achieving our\n\nlong-term aspirations for North America Fiber Cement, namely to grow revenue double-digits,\n\n\n 44\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 48 of 70 PageID #:601\n\n\n\n\nexpand EBITDA margins by another +500 basis points, and triple our EBITDA\u201d was misleading\n\nbecause as Erter later stated on August 19, \u201cuncertainty built throughout April and early May.\u201d\n\nJames Hardie\u2019s customers \u201cwere managing their inventory\u201d in April and \u201cwe already started to see\n\na little bit of that destock as you talk about April through May.\u201d Investors did not have the full\n\npicture, despite analysts repeatedly asking about the North America channel since November 2022.\n\n 129. Speaking on James Hardie\u2019s market outlook, Defendant Erter stated:\n\n More recent, broader macroeconomic uncertainty could further impact the cost of\n home construction and weigh on consumer sentiment, influencing demand. As a\n result, in North America, which represents approximately three-quarters of our total\n net sales we are prudently planning for market volumes to contract in FY26,\n including a fourth consecutive year of declines in large-ticket repair & remodel\n activity. Despite these near-term headwinds, our brand and the attractiveness of\n our value proposition to customers has and will enable James Hardie to\n structurally grow through expansions and contractions. We will continue to\n navigate through the current backdrop, focusing on outperforming our end-\n markets to drive top- and bottom-line in FY26, consistent with our prior planning\n assumptions.\n\n 130. The statements referenced above in \u00b6129 were materially false and/or misleading\n\nfor the same reasons described in \u00b6\u00b6102-105. Stating that despite \u201cnear-term headwinds,\u201d James\n\nHardie was poised to focus \u201con outperforming our end-markets to drive top- and bottom-line in\n\nFY26, consistent with our prior planning assumptions\u201d was false and misleading because\n\nDefendants \u201calready start[ing] to see a little bit of that destock as you talk about April through\n\nMay.\u201d\n\n 131. The release also quoted Defendant Wilson as stating:\n\n We achieved each of our FY25 guidance metrics despite a more challenging\n macro environment as compared to May of last year, when we initially provided\n this outlook. In North America, our team delivered a solid fourth quarter and we\n achieved our guidance points, both in our second half and full year, for volume\n and EBIT Margin. Our mid-thirties EBITDA margin for the full year\n demonstrates diligent cost control and full delivery of HOS savings, which\n together, helped mitigate unfavorable volume leverage from softer end markets.\n\n\n\n 45\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 49 of 70 PageID #:602\n\n\n\n\n 132. The statements referenced above in \u00b6131 were materially false and/or misleading\n\nfor the same reasons described in \u00b6\u00b6102-105 and \u00b6112. Touting the North America segment\u2019s fiscal\n\n2025 results was misleading because customer demand and growth in the North America segment\n\nwere deteriorating. It was misleading to state that James Hardie was able to achieve its FY25\n\nguidance despite softer end markets without also disclosing that overstocking James Hardie\u2019s\n\ndistributors and dealers with inventory was the primary driver of the North America segment\u2019s\n\nfinancial results.\n\n VII. THE TRUTH EMERGES\n\n 133. The truth about Defendants\u2019 misrepresentations was finally revealed on August 19,\n\n2025, when James Hardie reported that North America Fiber Cement sales declined by 12%, Q1\n\n2026 profit declined by 29%, and projected lower-than-expected fiscal 2026 earnings. James\n\nHardie admitted that its disappointing results largely reflect \u201cexpected normalization of channel\n\ninventories due to moderating growth expectations by our customers as uncertainty built\n\nthroughout April and early May.\u201d Defendant Erter also indicated that this \u201cnormalization\u201d would\n\ncontinue, stating, \u201cwe believe it is prudent to plan for more cautious order patterns and defensive\n\ninventory positioning at our channel partners, exacerbated by the slower seasonality of new\n\nconstruction into the back half of the calendar year.\u201d\n\n 134. While Erter claimed that he previously \u201ctalked about inventory being relatively\n\nnormalized\u201d on the May 20, 2025 conference call, James Hardie had projected that North America\n\nnet sales growth would be \u201cup low single-digits,\u201d and an analyst from MST Financial Services\n\nchallenged the implication that issue had been disclosed, stating, \u201cSo you mentioned we spoke\n\nabout it at the last quarter, which we certainly did and that was 7.5 weeks into the quarter. So the\n\n\n\n\n 46\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 50 of 70 PageID #:603\n\n\n\n\ndestocking into the second half of the quarter must have been quite severe.\u201d In response, Erter\n\nprovided more detail on the inventory destocking timeline, stating:\n\n Let me give you a little bit of a time line when we think about inventory here. We\n talked -- just talked about it, but I'll reiterate it again. So Q4 FY '25 in March, we\n sold our customers prepared for growth. right? You think about the time, the\n election ended up happening in November, people were ready for growth. Look,\n and we talked about inventory not too high, but full well positioned for growth in\n the building season out there. As we got into April, we cited this on the call, a little\n bit of noise, a little bit of uncertainty. You get into May, we have our call, June\n environment softening. As we got into April, people were managing their\n inventory, right? So we already started to see a little bit of that destock as you talk\n about April through May. And then look, as we got into July, June, it was softening\n and then as we got into July, we really saw customers getting into defensive\n inventory posture.\n\n 135. Thus, despite starting to see the destock in April and early May, Defendants made\n\nnumerous statements on May 20 and 21, 2025 falsely assuring investors that the North America\n\nsegment remained strong despite the challenging market environment and denying that inventory\n\ndestocking would be an issue.\n\n 136. On this news, James Hardie\u2019s common stock price fell by $9.79, or 34.44%, to close\n\nat $18.64 on August 20, 2025.\n\n 137. As a result of Defendants\u2019 wrongful acts and omissions, and the precipitous decline\n\nin the market value of the Company\u2019s securities, Plaintiff and other Class members have suffered\n\nsignificant losses and damages.\n\n VIII. POST-CLASS PERIOD DEVELOPMENTS\n\n 138. As of December 2025, the Company changed its segment reporting structure to\n\nconceal its legacy North America business within AZEK as originally planned. Under its revised\n\nreporting structure, North America Fiber Cement segment was integrated with the acquired AZEK\n\nNorth America Exteriors business to form a new segment called Siding & Trim. Additionally, the\n\nCompany created a Deck, Rail & Accessories segment which includes the remainder of AZEK\u2019s\n\n\n 47\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 51 of 70 PageID #:604\n\n\n\n\nNorth America \u201coutdoor living\u201d business. The legacy Asia Pacific Fiber Cement segment was\n\nrenamed the Australia & New Zealand segment, and the legacy Europe Building Products segment\n\nwas renamed the Europe segment.\n\n 139. The Siding & Trim segment remains the Company\u2019s largest source of revenue, but\n\ninvestors no longer receive a full breakdown of the performance of its legacy fiber cement business\n\nin comparison to its new AZEK business.\n\n 140. In addition, Defendant Wilson \u201cstepped down\u201d as CFO of the Company on\n\nNovember 17, 2025, and was replaced by Ryan Lada, the former CFO of AZEK.\n\n 141. On February 10, 2026, James Hardie held an earnings call for Q3 2026 quarterly\n\nresults where Erter and Lada both stated that channel inventories remain elevated. On the call,\n\nErter reminded investors that, \u201cone of the things I think that you\u2019ll remember is we are facing a\n\ncomp from an inventory build that we saw in Q4 last year.\u201d In response to an analyst\u2019s question\n\nabout \u201cnear term\u201d expectations, Erter responded in relevant part:\n\n So what we\u2019re seeing in Texas is builders, for the most part, have been tightly\n managing inventory. After significant volume declines in Q3, we have seen some\n signs of normalization early in the calendar year. The recent weather has created\n short-term production delays, and we're seeing most builders remain conservative,\n pacing starts to sales.\n\n If I look in the Southeast, I look at the Carolinas, demand remains soft there when\n Q3 volumes down year-over-year. Inventory in key markets like Orlando,\n Jacksonville, Tampa and Atlanta remain elevated. The Carolinas and Tennessee\n continue to benefit from strong migration trends, and we\u2019re seeing healthier starts\n there.\n\n In the West, starts are slow. Builders across the Southwest and Mountain states,\n they\u2019re overbuilt in inventory right now. The Midwest activity is comparatively\n resilient. We\u2019re seeing areas like Minneapolis. We\u2019re seeing Chicago, Ohio,\n Pittsburgh due to more affordable price points, and we\u2019re seeing strong\n performance in the higher-priced bands as well. Some easing in contractor backlog\n is creating momentum as the season progresses.\n\n So look, overall, in new construction, it\u2019s soft across many of the key regions.\n Inventory levels are elevated. But the good news is consumer sentiment has\n\n 48\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 52 of 70 PageID #:605\n\n\n\n\n stabilized, and it\u2019s supported by pent-up demand, and we\u2019re seeing modest relief in\n mortgage rates.\n\n As we move to repair and remodel, we would say that, that is stabilizing. It\u2019s\n choppy, but it\u2019s stabilizing. We\u2019re not seeing it getting any worse, which is good.\n We\u2019re seeing sentiment improving across all our regions, West, South, Midwest\n and Northeast, particularly where there\u2019s aging housing stock, which makes a lot\n of sense. And if we look at our contractor surveys that we brought in this best\n practice from AZEK, we are seeing some optimism in -- with our contractors.\n\n So all in all, I would say, new construction continues to be a challenge but not\n unexpected from what we talked about a little bit in November. And then if we\n look at repair and remodel, we would say stabilizing.\n\n 142. In response to a question from Peter Steyn, an analyst at Macquarie Research, about\n\nreducing volatility in inventory, Lada responded:\n\n Yes. Yes. I would say, as you think about the commercial synergies we\u2019re going\n after, there is a little bit of build on our internal balance sheet to be able to satisfy\n those as those come to fruition. So I think we hit a little bit on the prior question,\n but there is phasing and timing of rollout into the season. So we would expect as\n that normalizes, our inventory and our balance sheet would also come down. But\n yes, the real build is driven by that, nothing else intentionally.\n\n 143. Steyn then followed up asking, \u201cwould there be network redesign benefits that flow\n\nover the medium term as well?\u201d to which Lada responded: \u201cYes, nothing major contemplated in\n\nthat. I think with the optimization of our footprint here that was announced last month, it\u2019s really\n\na rebalance of the inventory through that and the corresponding freight to fulfill the customer\n\ndemand.\u201d\n\n IX. ADDITIONAL SCIENTER ALLEGATIONS\n\n 144. As alleged herein, Defendants acted with scienter in that they knew or were reckless\n\nin not knowing that the public documents and statements issued or disseminated in the name of\n\nthe Company were materially false and misleading; knew that such statements or documents would\n\nbe issued or disseminated to the investing public; and knowingly and substantially participated or\n\nacquiesced in the issuance or dissemination of such statements or documents and in actions\n\n\n 49\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 53 of 70 PageID #:606\n\n\n\n\nintended to inflate the market price of James Hardie\u2019s common stock. As set forth elsewhere herein\n\nin detail, Defendants, by virtue of their receipt of information reflecting the true facts regarding\n\nJames Hardie, their control over, and/or receipt or modification of, James Hardie\u2019s allegedly\n\nmaterially misleading misstatements, and/or their associations with the Company that made them\n\nprivy to confidential proprietary information concerning James Hardie, participated in the\n\nfraudulent conduct alleged herein. Indeed, the fraudulent conduct described herein could not have\n\nbeen perpetuated without the knowledge and complicity, or at minimum reckless disregard, of the\n\npersonnel at the highest level of the Company, including the Individual Defendants.\n\n A. Erter and Wilson Had Massive Financial Incentives to Inflate North America\n Performance\n\n 145. Erter and Wilson were motivated to misrepresent James Hardie\u2019s financial results\n\nbecause of the large cash bonuses and stock option grants that were closely tied to the Company\u2019s\n\nfinancial performance, including North America revenue and sales.\n\n 146. According to James Hardie\u2019s 2025 20-F, its compensation practices for executives\n\nare a \u201cPay for performance model, with approximately 87% of our CEO\u2019s total target\n\ncompensation being performance-based \u2018at risk\u2019 compensation and an average of\n\napproximately 67% total target compensation being performance-based \u2018at risk\u2019 compensation for\n\nour other Senior Executive Officers.\u201d Specifically, executive compensation was tied to the\n\nCompany hitting target organic revenue growth and EBIT margin, in addition to other metrics.\n\nJames Hardie also explained that it had a \u201cCircuit breaker on annual STI awards to ensure that no\n\nannual incentive awards are paid unless minimum North America growth and corporate\n\nperformance levels are achieved.\u201d\n\n 147. Due to the sales pull forwards detailed herein, James Hardie\u2019s organic revenue\n\ngrowth, EBIT margin, and high value product mix, among other metrics, were materially\n\n 50\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 54 of 70 PageID #:607\n\n\n\n\noverstated during the Class Period, allowing Erter and Wilson to receive exorbitant additional\n\ncompensation. Incentive programs, including both a short-term incentives (\u201cSTI\u201d) and long-term\n\nincentives (\u201cLTI\u201d) raised Erter\u2019s target compensation for fiscal 2025 significantly, from a base\n\nsalary of $1,090,000 to a total compensation amount of $8,607,000. The incentive awards also\n\nmore than tripled Wilson\u2019s total compensation, from a base salary of $644,800 to a total\n\ncompensation amount of $2,228,400.\n\n 148. Specifically, for fiscal 2025, Erter\u2019s STI target value was $1,417,000 and LTI target\n\nvalue was $6,100,000. Wilson\u2019s STI target value was $483,600 and LTI target value was\n\n$1,100,000. Both STIs would be paid fully in cash, while the LTIs would be paid half in cash, half\n\nin RSUs. Thus, Erter was poised to collect an additional $4,467,00 in performance-based cash\n\npayments, and Wilson was poised to collect an additional $1,033,600 in performance-based cash\n\npayments, both far exceeding their base salaries.\n\n 149. Had Erter not required sales representatives to continually pull sales from\n\nsubsequent quarters into then-current quarters, Erter and Wilson would not have received this level\n\nof compensation. Because Erter and Wilson\u2019s compensation was tied to the Company\u2019s financial\n\nperformance, they were motivated to inflate key financial figures to obtain additional incentive\n\ncompensation.\n\n B. James Hardie Closely Monitored Channel Inventory Levels and Erter Admitted They\n Started to See Destocking in April 2025\n\n 150. Defendants admitted that they employed \u201ccustomer integration\u201d to track North\n\nAmerica inventory levels, with Wilson stating in August 2023 that \u201cwe\u2019re specifically getting a\n\ntighter look on their inventory with our top customers\u201d to \u201cefficiently manage their inventory\u201d and\n\nErter adding that \u201cthe data in which they\u2019re giving us, which is helping us as it relates to helping\n\nthem, right, to have the right inventory and where they need it.\u201d This was in direct response to an\n\n 51\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 55 of 70 PageID #:608\n\n\n\n\nissue disclosed in November 2022 where North America customers asked to \u201cpartner[] with [James\n\nHardie] to lower their inventory levels.\u201d\n\n 151. That Defendants had the ability to track North America channel inventory, and\n\nspecifically commented on channel inventory levels, expressly denying any concerns during the\n\nClass Period, indicated their clear understanding of the issue. This is further evidenced by\n\nDefendants\u2019 disclosures on August 19, 2025 that Defendants knew of customer destocking \u201cin\n\nApril through May\u201d and subsequently admitted that channel levels now needed to \u201cnormalize.\u201d\n\nErter also admitted after the Class Period that \u201cinventory levels are elevated\u201d in many of James\n\nHardie\u2019s \u201ckey regions.\u201d\n\n 152. The FEs also detailed how Defendants monitored sales and inventory levels. FE 1\n\ndescribed how Erter would send emails to the North America team pressuring them to meet their\n\nsales targets, and that the North America leadership team would discuss how to meet Erter\u2019s\n\nexpectations at meetings every other week. FE 3 stated that James Hardie controlled the inventory\n\nthe distributors had for each SKU, which included replenishing distributor inventories. FE 4 stated\n\nthat James Hardie\u2019s inventory data included inventory turnover, which was discussed on internal\n\ncalls that occurred regularly on a monthly and quarterly basis. FE 2 explained that James Hardie\n\nemployed a VMI system for large distributors to store James Hardie inventory, and FEs 1 and 3\n\nalso described James Hardie\u2019s VMI.\n\n 153. James Hardie\u2019s channel inventory levels were also a hot topic of interest with third\n\nparty analysts following the Company. On May 20, 2025, Mr. Chau from MST explicitly asked\n\nErter \u201chow you\u2019re thinking about channel inventory levels and whether there is risk of destocking\n\njust going back to the experience in 2022\u201d and \u201cif you\u2019re seeing anything like that at the\n\nmoment.\u201d In response, Erter demonstrated knowledge of channel inventory levels by stating \u201cthat\n\n\n\n 52\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 56 of 70 PageID #:609\n\n\n\n\nwe are seeing normal stock levels out there just as a general statement.\u201d Prior to the May 20\n\nearnings call, analysts repeatedly asked about the channel.\n\n 154. For example, on the November 2022 call, in response to Erter\u2019s disclosure that\n\ncustomers were asking to lower inventory levels, Mr. Chau asked in response whether the \u201cdealer\n\ndistributor channel\u201d had an \u201celement of destocking\u201d that would impact volumes. In the next\n\nearnings call, on February 13, 2023, numerous analysts asked follow-up questions, including Lee\n\nPower from UBS, asking, \u201cCan you just talk a little bit about inventory levels in the channel, like\n\nwhere do you think they sit now? And particularly, just thoughts around risk of further destocking\n\ngiven your kind of your outlook commentary?\u201d\n\n 155. Facing consistent questions from analysts about the Company\u2019s channel inventory,\n\nDefendants went to great lengths to assure the market that channel inventory levels had\n\nnormalized. Because Defendants did not publicly report channel inventory levels, analysts had to\n\ntake Defendants at their word. Once the truth about James Hardie\u2019s North America channel\n\ninventory was revealed, however, analysts were shocked and commented that James Hardie was\n\n\u201cclear as mud.\u201d The Company\u2019s channel inventory did not become massively elevated overnight,\n\nbut had grown to unsustainable heights by repeatedly overloading distributors and dealers, as\n\ndetailed by FE 1.\n\n 156. Defendants\u2019 scienter is also supported by their post-Class Period admissions, as\n\nErter admitted on August 19 that reduced demand indeed was the driving force behind customer\n\ndestocking, stating, \u201cdemand in both repair and remodel and new construction in North America\n\nare challenging\u201d and \u201cfirst quarter results\u2026reflect an expected normalization of channel\n\ninventories due to moderating growth expectations by our customers as uncertainty built\n\nthroughout April and early May.\u201d\n\n\n\n 53\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 57 of 70 PageID #:610\n\n\n\n\n C. Both Jason Miele and Defendant Wilson \u201cStepped Down\u201d From Their Positions as\n CFO After Disclosing Channel Destocking Issues\n\n 157. After Erter revealed in November 2022 that customers were asking to lower\n\ninventory levels, contributing to a significant guidance reduction for North America, and described\n\n\u201csignificant channel destocking\u201d in February 2023, James Hardie\u2019s prior CFO at the time, Jason\n\nMiele, \u201cstepped down\u201d only a few months later, in August 2023. In his last earnings call as CFO\n\non August 8, 2023, Miele stated that channel inventories were \u201cstarting to see some normalization\u201d\n\nbut indicated that the issue was not fully resolved. Shortly thereafter, he \u201cstepped down\u201d as CFO\n\namidst the disappointment from investors about the channel.\n\n 158. Similarly, Defendant Wilson \u201cstepped down\u201d from her role as CFO on November\n\n17, 2025, only two months after Defendants\u2019 fraud was revealed. On the same date, Ryan Lada\n\nwas appointed as James Hardie\u2019s new CFO, effective immediately.\n\n 159. The departures of two different CFOs, both only months after disclosing significant\n\ncustomer destocking, strengthens the inference of scienter. Both Miele and Wilson were the\n\nCompany\u2019s senior-most financial officers and were directly connected to monitoring and reporting\n\non the Company\u2019s revenue and sales.\n\n D. James Hardie\u2019s North America Channel Was Too Big to Ignore\n\n 160. Defendants\u2019 misstatements centered on James Hardie\u2019s core business and largest\n\nsource of revenue by far. James Hardie\u2019s North America segment comprised about 80% of the\n\nCompany\u2019s revenue and a significant portion of Erter\u2019s and Wilson\u2019s compensation came from the\n\nperformance of the North America segment. The importance of fiber cement was further\n\ncompounded by the Company\u2019s ongoing transition into \u201coutdoor living\u201d as a result of the costly\n\nAZEK acquisition, with fiber cement representing a stable, lucrative, and recurring revenue\n\nstream. Given the importance of the Company\u2019s fiber cement revenue to James Hardie\u2019s overall\n\n\n 54\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 58 of 70 PageID #:611\n\n\n\n\noperations and financial performance, it is reasonable to infer that Defendants were well aware of\n\nthe performance of one of the Company\u2019s key revenue drivers.\n\n 161. James Hardie was also focused on becoming an American company, with its\n\nprimary listing changing from Australia to the NYSE. It was focused on building out its North\n\nAmerica segment with AZEK, and the segment\u2019s performance would have informed acquisition\n\ndiscussions with AZEK personnel about potential synergies only months prior. For example,\n\nJames Hardie\u2019s Form F-4, filed on May 5, 2025, detailed lengthy discussions between Erter and\n\nAZEK leadership about their respective businesses. In particular, on January 27, 2025,\n\nrepresentatives of AZEK and James Hardie senior management teams, with their respective third-\n\nparty consultants who had been retained to assist in assessing potential synergies and financial\n\nadvisors, met in person and \u201cmade presentations during which they provided certain financial,\n\noperational and legal information, including with respect to long-term strategic plans and historical\n\nand projected financial performance.\u201d Over the course of the next few weeks, both management\n\nteams \u201ccontinued to provide each other with financial and business due diligence information in\n\norder to evaluate potential synergies and financials for the combined company.\u201d Thus, Defendants\n\nwere particularly focused on the North America segment\u2019s business only a few months before\n\nmaking the misstatements detailed herein.\n\n 162. In addition, James Hardie\u2019s Financial Statements Disclosure Committee, a\n\nmanagement committee comprised of senior finance, accounting, compliance, legal, tax, treasury\n\nand investor relations executives, meet prior to the Board\u2019s consideration of any quarterly or\n\nannual results. This meeting \u201cis part of the Quarterly Compliance meeting,\u201d as stated in the 2025\n\n20-F, and \u201cis a forum for the CEO, CFO and Chief Legal Officer to discuss, and, on the basis of\n\nthose discussions, report to the Audit Committee, about a range of risk management procedures,\n\n\n\n 55\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 59 of 70 PageID #:612\n\n\n\n\npolicies and controls, covering the draft results materials, business unit financial performance\n\nand the current status of legal, tax, treasury, accounting, compliance, internal audit, complaints\n\nand disclosure control matters.\u201d (emphasis added). As James Hardie\u2019s largest business unit by far,\n\nthese Quarterly Compliance meetings, attended by both Erter and Wilson, would necessarily have\n\ninvolved a discussion of the North America segment\u2019s performance.\n\n 163. Because James Hardie does not have a risk management committee at the Board\n\nlevel, the Audit Committee is responsible for oversight of the Company\u2019s risk management\n\nstrategy, policies, procedures and controls. As stated in the 2025 20-F, the Audit Committee\n\n\u201creviews, monitors and discusses these matters with the CEO, CFO, Chief Legal Officer, Vice\n\nPresident of Internal Audit and other senior business leaders\u201d and the \u201cAudit Committee, CEO,\n\nCFO and Chief Legal Officer report periodically to the Board on the Company\u2019s risk management\n\npolicies, processes and controls.\u201d During fiscal year 2025, management \u201cassessed the effectiveness\n\nof the Company\u2019s internal controls over financial reporting\u201d and deemed them effective.\n\n 164. Erter was also expressly \u201cresponsible for ensuring the Company complies with its\n\ncontinuous disclosure obligations. Senior management, including both Erter and Wilson, \u201cis\n\nresponsible for all decisions regarding market disclosure obligations outside of the Company\u2019s\n\nnormal financial reporting calendar.\u201d Thus, both Erter and Wilson were responsible for\n\ncontinuously assessing whether James Hardie had additional disclosure obligations beyond its\n\nnormal fiscal calendar. This involves remaining apprised of material developments in the\n\nCompany\u2019s core business.\n\n 165. These facts collectively support a strong inference that Defendants knowingly made\n\nmaterially false and misleading statements and omissions, or acted recklessly in doing so, during\n\nthe Class Period.\n\n\n\n 56\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 60 of 70 PageID #:613\n\n\n\n\n X. LOSS CAUSATION/ECONOMIC LOSS\n\n 166. As detailed herein, Defendants\u2019 materially false and misleading statements and\n\nomissions of material facts maintained artificial inflation in the Company\u2019s stock price by\n\nmisrepresenting and concealing the true nature of the Company\u2019s North America business, in\n\nparticular, the fact that James Hardie\u2019s channel inventory levels had risen to abnormally high and\n\nunsustainable levels. Defendants\u2019 false and misleading statements and omissions concealed that\n\nJames Hardie had been selling fiber products to distributors and dealers in excess of demand as\n\nthey stocked up on in response to discounts and anticipated price increases.\n\n 167. As a result, the Company\u2019s stock was artificially inflated until, as indicated herein,\n\nthe relevant truth about James Hardie\u2019s channel and softening demand was revealed after the close\n\nof trading on August 19, 2025. While each of Defendants\u2019 misrepresentations and omissions was\n\nindependently fraudulent, they were all motivated by Defendants\u2019 desire to artificially inflate the\n\nCompany\u2019s stock price and give the market the false notion that James Hardie\u2019s channel inventory\n\nlevels were not elevated and end-user demand for fiber products was not softening thus putting at\n\nrisk the Company\u2019s revenues and financial outlook. Defendants\u2019 false and misleading statements\n\nand omissions had the intended effect and caused, or were a substantial contributing cause of, the\n\nCompany\u2019s stock trading at artificially inflated levels, reaching as high as $29.66 during the Class\n\nPeriod, on August 13, 2025.\n\n 168. The truth emerged on August 19, 2025, when after the close of trading, James\n\nHardie disclosed that sales in North America Fiber Cement declined by 12% due to the customer\n\ndestocking first discovered by Defendants \u201cin April through May.\u201d Defendant Erter revealed that\n\n\u201cnormalization of channel inventories\u201d was expected to impact sales for the next two quarters.\n\n\n\n\n 57\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 61 of 70 PageID #:614\n\n\n\n\n 169. As a result of the information revealed to the market, the price of price of James\n\nHardie\u2019s common stock dropped by over 34%, or $9.79 per share, from a closing price of\n\n$28.43 per share on August 19, 2025 to $18.64 per share on August 20, 2025. The decline in James\n\nHardie\u2019s stock price is directly attributable to the announcement of inventory overstocking in the\n\nNorth America segment, and the associated sales decline and disappointing 1Q 2026 results.\n\n 170. The timing and magnitude of the Company\u2019s stock price decline on August 20,\n\n2025 negates any inference that the losses suffered by Plaintiff were caused by changed market\n\nconditions, macroeconomic or industry factors, or Company-specific facts unrelated to\n\nDefendants\u2019 fraudulent conduct.\n\n 171. In sum, the rapid decline in the Company\u2019s stock price on August 20, 2025 was the\n\ndirect and foreseeable consequence of the revelation of the falsity of Defendants\u2019 Class Period\n\nmisrepresentations and omissions to the market. Thus, the revelations of truth as well as the\n\nresulting clear market reaction support a reasonable inference that the market understood\n\nDefendants\u2019 prior statements were false and misleading. In short, as the truth about Defendants\u2019\n\nprior misrepresentations and concealments was revealed, the Company\u2019s stock price quickly sank,\n\nthe artificial inflation came out of the stock, and Plaintiff was damaged, suffering true economic\n\nlosses.\n\n 172. Accordingly, the economic losses, i.e., damages, suffered by Plaintiff on August 20\n\n2025, were the direct and proximate result of Defendants\u2019 misrepresentations and omissions that\n\nartificially inflated the Company\u2019s stock price and the subsequent significant decline in the value\n\nof the Company\u2019s stock when the truth concerning Defendants\u2019 prior misrepresentations and\n\nfraudulent conduct entered the marketplace.\n\n\n\n\n 58\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 62 of 70 PageID #:615\n\n\n\n\n XI. APPLICABILITY OF PRESUMPTION OF RELIANCE: FRAUD-ON-THE-\n\n MARKET DOCTRINE\n\n 173. At all relevant times, the markets for James Hardie stock were efficient for the\n\nfollowing reasons, among others:\n\n a) James Hardie common stock met the requirements for listing and was listed and\n\n actively traded on the NYSE, a highly efficient, electronic stock market;\n\n b) As a regulated issuer, James Hardie filed periodic public reports with the SEC;\n\n c) James Hardie regularly communicated with public investors via established market\n\n communication mechanisms, including through regular dissemination of press\n\n releases on the national circuits of major newswire services and other wide-ranging\n\n public disclosures, such as communications with the financial press and other\n\n similar reporting services; and\n\n d) James Hardie was followed by numerous securities analysts employed by major\n\n brokerage firms, including Goldman Sachs, Jefferies, JP Morgan, Morgan Stanley,\n\n Truist Securities, RBC Capital Markets, William Blair, and UBS, among others,\n\n who wrote reports which were distributed to those brokerage firms\u2019 sales forces\n\n and certain customers of their respective brokerage firms. Each of these reports was\n\n publicly available and entered the public marketplace.\n\n 174. As a result of the foregoing, the market for James Hardie stock promptly digested\n\ncurrent information regarding James Hardie from all publicly available sources and reflected such\n\ninformation in the price of the stock. Under these circumstances, all purchasers of James Hardie\n\nstock during the Class Period suffered similar injury through their purchase of James Hardie stock\n\n\n\n\n 59\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 63 of 70 PageID #:616\n\n\n\n\nat artificially inflated prices, and a presumption of reliance established by the fraud-on-the-market\n\ndoctrine applies.\n\n 175. A Class-wide presumption of reliance is also appropriate in this action under the\n\nSupreme Court\u2019s holding in Affiliated Ute Citizens of Utah v. U.S., 406 U.S. 128 (1972), because\n\nthe Class\u2019s claims are grounded on Defendants\u2019 material omissions. Because this action involves\n\nDefendants\u2019 failure to disclose material, adverse information regarding James Hardie\u2019s business\n\nand operations \u2013 information that Defendants were obligated to disclose \u2013 positive proof of\n\nreliance is not a prerequisite to recovery. All that is necessary is that the facts withheld be material\n\nin the sense that a reasonable investor might have considered them important in making investment\n\ndecisions. Given the importance of the Class Period material misstatements and omissions set forth\n\nabove, that requirement is satisfied here.\n\n XII. NO SAFE HARBOR\n\n 176. The statutory safe harbor provided for forward-looking statements under certain\n\nconditions does not apply to any of the allegedly false statements pleaded in this Complaint. The\n\nspecific statements pleaded herein were not identified as forward-looking statements when made\n\nor to the extent any statements were forward-looking, there were no meaningful cautionary\n\nstatements identifying important factors that could cause actual results to differ materially from\n\nthose in the purportedly forward-looking statements.\n\n 177. Alternatively, to the extent that the statutory safe harbor applies to any forward\n\nlooking statements alleged, Defendants are liable for such statements because, at the time they\n\nwere made, the speaker knew that the particular forward-looking statement was false, and/or the\n\nforward looking statement was authorized and/or approved by an executive officer of James Hardie\n\nwho knew that the statement was false when made. Moreover, to the extent that Defendants issued\n\n\n\n 60\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 64 of 70 PageID #:617\n\n\n\n\nany disclosures designed to warn or caution investors of certain purported risks, those disclosures\n\nwere also false and misleading since they did not disclose that Defendants were actually engaging\n\nin the very actions about which they purportedly warned and/or had actual knowledge of material,\n\nadverse facts undermining such disclosures.\n\n XIII. CLASS ACTION ALLEGATIONS\n\n 178. Plaintiff brings this action as a class action pursuant to Rule 23 of the Federal Rules\n\nof Civil Procedure on behalf of a class of all persons and entities who purchased or otherwise\n\nacquired James Hardie common stock between May 20, 2025 through August 19, 2025, inclusive,\n\nincluding those AZEK shareholders who received James Hardie common stock in exchange for\n\ntheir AZEK common stock on or around July 1, 2025. Excluded from the Class are Defendants\n\nand their families, the officers and directors of the Company, at all relevant times, members of\n\ntheir immediate families, and their legal representatives, heirs, successors or assigns and any entity\n\nin which defendants have or had a controlling interest.\n\n 179. The members of the Class are so numerous that joinder of all members is\n\nimpracticable. Throughout the Class Period, James Hardie stock was actively traded on the NYSE.\n\nWhile the exact number of Class members can only be determined by appropriate discovery,\n\nPlaintiff believes that the number of Class members is at least in the thousands and that they are\n\ngeographically dispersed. Record owners and other members of the Class may be identified from\n\nrecords maintained by James Hardie or its transfer agent and may be notified of the pendency of\n\nthis action by mail, using the form of notice similar to that customarily used in securities class\n\nactions.\n\n\n\n\n 61\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 65 of 70 PageID #:618\n\n\n\n\n 180. Plaintiff\u2019s claims are typical of the claims of the other members of the Class\n\nbecause all Class members are and were similarly affected by Defendants\u2019 wrongful conduct in\n\nviolation of federal law, as alleged herein.\n\n 181. Plaintiff will fairly and adequately protect the interests of the members of the Class\n\nand has retained counsel competent and experienced in class action and securities litigation.\n\n 182. A class action is superior to all other available methods for the fair and efficient\n\nadjudication of this controversy since joinder of all members is impracticable. Furthermore, as the\n\ndamages suffered by individual Class members may be relatively small, the expense and burden\n\nof individual litigation make it impossible for members of the Class to individually redress the\n\nwrongs done to them. There will be no difficulty in the management of this action as a class action.\n\n 183. Common questions of law and fact exist as to all members of the Class and\n\npredominate over any questions solely affecting individual members of the Class. Among the\n\nquestions of law and fact common to the Class are:\n\n a) Whether the federal securities laws were violated by Defendants\u2019 acts as alleged\n\n herein;\n\n b) Whether Defendants\u2019 publicly disseminated statements during the Class Period\n\n omitted and/or misrepresented material facts;\n\n c) Whether Defendants\u2019 statements omitted material facts necessary in order to make\n\n the statements made, in light of the circumstances under which they were made, not\n\n misleading;\n\n d) Whether Defendants acted knowingly or with recklessness in omitting and/or\n\n misrepresenting material facts;\n\n\n\n\n 62\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 66 of 70 PageID #:619\n\n\n\n\n e) Whether the price of James Hardie stock during the Class Period was artificially\n\n inflated due to the material nondisclosures and/or misrepresentations complained\n\n of herein; and\n\n f) The extent of damage sustained by members of the Class and the appropriate\n\n measure of damages.\n\n 184. Plaintiff\u2019s claims are typical of those of the Class because Plaintiff and the Class\n\nsustained damages from Defendants\u2019 wrongful conduct alleged herein.\n\n COUNT I\n For Violations of \u00a710(b) of the Exchange Act and Rule 10b-5 Promulgated Thereunder\n (Against All Defendants)\n\n 185. Plaintiff repeats and re-alleges each and every allegation contained above as if fully\n\nset forth herein.\n\n 186. During the Class Period, Defendants disseminated, approved or made the false\n\nstatements specified above, which they knew or recklessly disregarded were misleading in that\n\nthey contained misrepresentations and failed to disclose material facts necessary in order to make\n\nthe statements made, in light of the circumstances under which they were made, not misleading.\n\n 187. Defendants violated \u00a710(b) of the Exchange Act and Rule 10b-5 in that they (i)\n\nemployed devices, schemes, and artifices to defraud; (ii) made untrue statements of material fact\n\nand/or omitted to state material facts necessary to make the statements not misleading; and (iii)\n\nengaged in acts, practices, and a course of business which operated as a fraud and deceit upon\n\nthose who purchased or otherwise acquired the Company\u2019s securities during the Class Period.\n\n 188. James Hardie and the Individual Defendants, individually and together, directly or\n\nindirectly, by the use of the means and instrumentalities of interstate commerce and/or the mails,\n\nengaged and participated in a continuous course of conduct to conceal the truth and/or adverse\n\nmaterial information about James Hardie\u2019s business and operations as specified herein.\n 63\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 67 of 70 PageID #:620\n\n\n\n\n 189. James Hardie and the Individual Defendants had actual knowledge of the\n\nmisrepresentations and/or omitted material facts set forth herein, or recklessly disregarded the\n\nmisleading and/or omitted material facts that were available to them.\n\n 190. As a result of the dissemination of the misleading information and failure to\n\ndisclose material facts, as set forth above, the market price of James Hardie common stock was\n\nartificially inflated during the Class Period. In ignorance of the fact that the market price of James\n\nHardi common stock was artificially inflated, Plaintiff and other members of the Class purchased\n\nor otherwise acquired James Hardie common stock during the Class Period at artificially high\n\nprices and were damaged thereby.\n\n 191. Plaintiff and the Class paid artificially inflated prices for James Hardie common\n\nstock, and suffered losses when the relevant facts were revealed. Plaintiff and the Class would not\n\nhave purchased or otherwise acquired James Hardie common stock at the prices they paid, or at\n\nall, if they had been aware that the market prices had been artificially and falsely inflated by these\n\nDefendants\u2019 misleading statements.\n\n 192. As a direct and proximate result of these Defendants\u2019 wrongful conduct, Plaintiff\n\nand other members of the Class suffered damages in connection with their Class Period\n\ntransactions in James Hardie common stock.\n\n 193. By reason of such conduct, Defendants are liable pursuant to \u00a710(b) of the\n\nExchange Act and SEC Rule 10b-5 promulgated thereunder.\n\n COUNT II\n For Violations of \u00a720(a) of the Exchange Act\n (Against the Individual Defendants)\n\n 194. Plaintiff repeats and re-alleges each and every allegation contained above as if fully\n\nset forth herein.\n\n\n\n 64\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 68 of 70 PageID #:621\n\n\n\n\n 195. The Individual Defendants acted as controlling persons of the Company within the\n\nmeaning of \u00a720(a) of the Exchange Act as alleged herein. By virtue of their high-level positions\n\nat the Company, the Individual Defendants had the power and authority to cause or prevent the\n\nCompany from engaging in the wrongful conduct complained of herein. The Individual\n\nDefendants were provided with or had unlimited access to the documents where false or\n\nmisleading statements were made and other statements alleged by Plaintiff to be false or\n\nmisleading both prior to and immediately after their publication, and had the ability to prevent the\n\nissuance of those materials or to cause them to be corrected so as not to be misleading.\n\n 196. In particular, each of the Individual Defendants had direct or supervisory\n\nresponsibility over the day-to-day operations of the Company, and therefore, are presumed to have\n\nhad the power to control or influence the particular business practices giving rise to the securities\n\nviolations as alleged in Count I, and exercised that power.\n\n 197. As a direct and proximate result of the Individual Defendants\u2019 wrongful conduct,\n\nPlaintiff and other members of the Class suffered damages in connection with their purchases and\n\nacquisitions of James Hardie common stock during the Class Period when the relevant truth was\n\nrevealed.\n\n 198. By reason of such conduct, the Individual Defendants are liable pursuant to \u00a720(a)\n\nof the Exchange Act.\n\n PRAYER FOR RELIEF\n\n WHEREFORE, Plaintiff prays for relief and judgment, as follows:\n\n A. Determining that this action is a proper class action pursuant to Rule 23(a)\n\nand 23(b)(3) of the Federal Rules of Civil Procedure on behalf of the Class as defined herein, and\n\na certification of Plaintiff as class representative pursuant to Rule 23 of the Federal Rules of Civil\n\nProcedure and appointment of Plaintiff\u2019s counsel as Lead Counsel;\n 65\n\f Case: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 69 of 70 PageID #:622\n\n\n\n\n B. Awarding compensatory damages in favor of Plaintiff and the other class\n\nmembers against all Defendants, jointly and severally, for all damages sustained as a result of\n\nDefendants\u2019 wrongdoing, in an amount to be proven at trial, including pre-judgment and post-\n\njudgment interest thereon.\n\n C. Awarding Plaintiff and other members of the Class their reasonable costs\n\nand expenses in this litigation, including attorneys\u2019 fees, experts\u2019 fees and other reasonable costs\n\nand disbursements; and\n\n D. Awarding Plaintiff and the other Class members such other relief as this\n\nCourt may deem just and proper.\n\n DEMAND FOR JURY TRIAL\n\n Pursuant to Rule 38(b) of the Federal Rules of Civil Procedure, Plaintiff hereby\n\ndemands a trial by jury in this action of all issues so triable.\n\n\nDATED: April 20, 2026 Respectfully submitted,\n\n /s/ Katrina Carroll\n Katrina Carroll\n CARROLL SHAMBERG LLC\n 200 N. LaSalle Street, Suite 1650\n Chicago, IL 60601\n (872) 215-6205 phone\n katrina@csclassactions.com\n\n Local Counsel for Plaintiff and Liaison Counsel\n for the Class\n\n Jeffrey C. Block\n Jacob A. Walker\n Sarah E. Delaney\n BLOCK & LEVITON LLP\n 260 Franklin Street, Suite 1860\n Boston, MA 02110\n (617) 398-5600 phone\n jeff@blockleviton.com\n jake@blockleviton.com\n 66\n\fCase: 1:25-cv-13018 Document #: 62 Filed: 04/20/26 Page 70 of 70 PageID #:623\n\n\n\n\n sarah@blockleviton.com\n\n Lead Counsel for Oklahoma Firefighters Pension\n and Retirement System and the Class\n\n\n\n\n 67\n\f","ocr_status":1,"date_upload":"2026-10-15T20:21:46.396869-07:00","document_number":"62","attachment_number":null,"pacer_doc_id":"067034465395","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Amended Complaint","acms_document_guid":""}],"date_created":"2026-04-20T20:19:59.314301-07:00","date_modified":"2026-08-06T08:55:54.797323-07:00","date_filed":"2026-04-20","time_filed":"20:47:39","entry_number":62,"recap_sequence_number":"2026-04-20.001","pacer_sequence_number":190,"description":"AMENDED complaint by Oklahoma Firefighters Pension and Retirement System against All Defendants (Carroll, Katrina) (Entered: 04/20/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/456671760/","id":456671760,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71747028/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/471639863/","id":471639863,"tags":[],"absolute_url":"/docket/71747028/61/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-03-10T19:26:17.281773-07:00","date_modified":"2026-03-12T05:47:58.174115-07:00","sha1":"4cc1760e8fbac8f8cea9a6e09a88681216ba9eb6","page_count":1,"file_size":17559,"filepath_local":"recap/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.61.0_2.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.61.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case: 1:25-cv-13018 Document #: 61 Filed: 02/26/26 Page 1 of 1 PageID #:553\n\n UNITED STATES DISTRICT COURT\n FOR THE Northern District of Illinois \u2212 CM/ECF NextGen 1.8 (rev. 1.8.5)\n Eastern Division\n\nLaborers' District Council and Contractors'\nPension Fund of Ohio\n Plaintiff,\nv. Case No.: 1:25\u2212cv\u221213018\n Honorable LaShonda A.\n Hunt\nJames Hardie Industries, PLC, et al.\n Defendant.\n\n\n\n NOTIFICATION OF DOCKET ENTRY\n\n\n\nThis docket entry was made by the Clerk on Thursday, February 26, 2026:\n\n\n MINUTE entry before the Honorable LaShonda A. Hunt: Upon review of the\nparties' joint status report [60], Plaintiff's amended complaint is due by 4/20/26, and\nDefendants' response is due by 6/22/26. The Court declines to set any further deadlines at\nthis time and will enter an appropriate order after Defendants' response is filed. Mailed\nnotice (gel,)\n\n\n\n\nATTENTION: This notice is being sent pursuant to Rule 77(d) of the Federal Rules of\nCivil Procedure or Rule 49(c) of the Federal Rules of Criminal Procedure. It was\ngenerated by CM/ECF, the automated docketing system used to maintain the civil and\ncriminal dockets of this District. If a minute order or other document is enclosed, please\nrefer to it for additional information.\nFor scheduled events, motion practices, recent opinions and other information, visit our\nweb site at www.ilnd.uscourts.gov.\n\f","ocr_status":2,"date_upload":"2026-03-10T19:29:19.876721-07:00","document_number":"61","attachment_number":null,"pacer_doc_id":"067034154741","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-03-10T19:26:17.252659-07:00","date_modified":"2026-03-10T19:26:17.260313-07:00","date_filed":"2026-02-26","time_filed":null,"entry_number":61,"recap_sequence_number":"2026-02-26.001","pacer_sequence_number":188,"description":"MINUTE entry before the Honorable LaShonda A. Hunt: Upon review of the parties' joint status report 60, Plaintiff's amended complaint is due by 4/20/26, and Defendants' response is due by 6/22/26. The Court declines to set any further deadlines at this time and will enter an appropriate order after Defendants' response is filed. Mailed notice (gel,) (Entered: 02/26/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/456671758/","id":456671758,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71747028/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/471639861/","id":471639861,"tags":[],"absolute_url":"/docket/71747028/60/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-03-10T19:26:17.215169-07:00","date_modified":"2026-03-10T19:26:17.233871-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"60","attachment_number":null,"pacer_doc_id":"067034144158","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-03-10T19:26:17.164358-07:00","date_modified":"2026-03-10T19:26:17.176565-07:00","date_filed":"2026-02-24","time_filed":null,"entry_number":60,"recap_sequence_number":"2026-02-24.001","pacer_sequence_number":186,"description":"STATUS Report (Joint) by Oklahoma Firefighters Pension and Retirement System (Carroll, Katrina) (Entered: 02/24/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/456671752/","id":456671752,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71747028/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/471639856/","id":471639856,"tags":[],"absolute_url":"/docket/71747028/57/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-03-10T19:26:16.935758-07:00","date_modified":"2026-03-10T19:26:16.966316-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"57","attachment_number":null,"pacer_doc_id":"067034081521","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-03-10T19:26:16.857558-07:00","date_modified":"2026-03-10T19:26:16.868170-07:00","date_filed":"2026-02-12","time_filed":null,"entry_number":57,"recap_sequence_number":"2026-02-12.001","pacer_sequence_number":175,"description":"MINUTE entry before the Honorable LaShonda A. Hunt: In-person and telephonic motion hearing held. The Court heard oral argument on movants' motions for appointment as lead counsel 25 and 33 . The Court will issue a ruling on the motions by separate order. As stated in open court, the parties shall file a joint status report with a proposed case schedule within 7 days of the entry of the ruling. Mailed notice (gel,) (Entered: 02/12/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/456671750/","id":456671750,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71747028/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/471639853/","id":471639853,"tags":[],"absolute_url":"/docket/71747028/56/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-03-10T19:26:16.808911-07:00","date_modified":"2026-05-22T04:13:38.779473-07:00","sha1":"14088d8ce26c3d840141f14eee40b0f5c477df51","page_count":12,"file_size":551268,"filepath_local":"recap/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.56.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.56.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":"2026-05-18T10:02:27.710743-07:00","document_number":"56","attachment_number":null,"pacer_doc_id":"067034010820","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/479569159/","id":479569159,"tags":[],"absolute_url":"/docket/71747028/56/1/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-05-18T10:02:27.951991-07:00","date_modified":"2026-05-22T05:05:20.152630-07:00","sha1":"ccb9a15d9248e3250523dc97460491b5c53fef1d","page_count":3,"file_size":69043,"filepath_local":"recap/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.56.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.56.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case: 1:25-cv-13018 Document #: 56-1 Filed: 01/30/26 Page 1 of 3 PageID #:541\n\n\n\n\n EXHIBIT A\n\fCase: 1:25-cv-13018 Document #: 56-1 Filed: 01/30/26 Page 2 of 3 PageID #:542\n\n Exhibit A\n\n\n James Hardie Closing Stock Price\n Date Close Running Lookback Avg. Running Lookback Avg.2\n 8/20-11/17 8/19-11/16\n 8/15/25 $ 29.01\n 8/18/25 $ 28.90\n 8/19/25 $ 28.43 $ 28.4300\n 8/20/25 $ 18.64 $ 18.6400 $ 23.5350\n 8/21/25 $ 19.78 $ 19.2100 $ 22.2833\n 8/22/25 $ 20.51 $ 19.6433 $ 21.8400\n 8/25/25 $ 19.81 $ 19.6850 $ 21.4340\n 8/26/25 $ 20.10 $ 19.7680 $ 21.2117\n 8/27/25 $ 20.37 $ 19.8683 $ 21.0914\n 8/28/25 $ 20.59 $ 19.9714 $ 21.0288\n 8/29/25 $ 20.13 $ 19.9913 $ 20.9289\n 9/2/25 $ 19.64 $ 19.9522 $ 20.8000\n 9/3/25 $ 19.40 $ 19.8970 $ 20.6727\n 9/4/25 $ 19.54 $ 19.8645 $ 20.5783\n 9/5/25 $ 20.22 $ 19.8942 $ 20.5508\n 9/8/25 $ 20.17 $ 19.9154 $ 20.5236\n 9/9/25 $ 19.46 $ 19.8829 $ 20.4527\n 9/10/25 $ 19.78 $ 19.8760 $ 20.4106\n 9/11/25 $ 20.01 $ 19.8844 $ 20.3871\n 9/12/25 $ 19.99 $ 19.8906 $ 20.3650\n 9/15/25 $ 20.14 $ 19.9044 $ 20.3532\n 9/16/25 $ 19.60 $ 19.8884 $ 20.3155\n 9/17/25 $ 19.16 $ 19.8520 $ 20.2605\n 9/18/25 $ 19.29 $ 19.8252 $ 20.2164\n 9/19/25 $ 19.27 $ 19.8000 $ 20.1752\n 9/22/25 $ 19.58 $ 19.7904 $ 20.1504\n 9/23/25 $ 19.32 $ 19.7708 $ 20.1172\n 9/24/25 $ 18.23 $ 19.7092 $ 20.0446\n 9/25/25 $ 18.59 $ 19.6662 $ 19.9907\n 9/26/25 $ 18.77 $ 19.6330 $ 19.9471\n 9/29/25 $ 18.81 $ 19.6036 $ 19.9079\n 9/30/25 $ 19.21 $ 19.5900 $ 19.8847\n 10/1/25 $ 19.68 $ 19.5930 $ 19.8781\n 10/2/25 $ 19.72 $ 19.5971 $ 19.8731\n 10/3/25 $ 20.41 $ 19.6225 $ 19.8894\n 10/6/25 $ 20.09 $ 19.6367 $ 19.8953\n 10/7/25 $ 21.72 $ 19.6979 $ 19.9474\n 10/8/25 $ 21.87 $ 19.7600 $ 20.0008\n\fCase: 1:25-cv-13018 Document #: 56-1 Filed: 01/30/26 Page 3 of 3 PageID #:543\n\n Exhibit A\n\n 10/9/25 $ 21.92 $ 19.8200 $ 20.0527\n 10/10/25 $ 21.29 $ 19.8597 $ 20.0853\n 10/13/25 $ 21.44 $ 19.9013 $ 20.1200\n 10/14/25 $ 22.41 $ 19.9656 $ 20.1773\n 10/15/25 $ 22.56 $ 20.0305 $ 20.2354\n 10/16/25 $ 21.69 $ 20.0710 $ 20.2700\n 10/17/25 $ 21.68 $ 20.1093 $ 20.3028\n 10/20/25 $ 21.28 $ 20.1365 $ 20.3250\n 10/21/25 $ 21.84 $ 20.1752 $ 20.3587\n 10/22/25 $ 21.47 $ 20.2040 $ 20.3828\n 10/23/25 $ 22.00 $ 20.2430 $ 20.4172\n 10/24/25 $ 22.34 $ 20.2877 $ 20.4573\n 10/27/25 $ 21.98 $ 20.3229 $ 20.4884\n 10/28/25 $ 22.39 $ 20.3651 $ 20.5264\n 10/29/25 $ 21.36 $ 20.3850 $ 20.5427\n 10/30/25 $ 21.11 $ 20.3992 $ 20.5537\n 10/31/25 $ 20.93 $ 20.4094 $ 20.5608\n 11/3/25 $ 20.45 $ 20.4102 $ 20.5587\n 11/4/25 $ 20.03 $ 20.4031 $ 20.5491\n 11/5/25 $ 18.50 $ 20.3685 $ 20.5125\n 11/6/25 $ 17.34 $ 20.3145 $ 20.4568\n 11/7/25 $ 17.39 $ 20.2632 $ 20.4040\n 11/10/25 $ 17.40 $ 20.2138 $ 20.3531\n 11/11/25 $ 17.06 $ 20.1603 $ 20.2982\n 11/12/25 $ 16.96 $ 20.1070 $ 20.2434\n 11/13/25 $ 16.75 $ 20.0520 $ 20.1871\n 11/14/25 $ 16.69 $ 19.9977 $ 20.1316\n 11/17/25 $ 16.69 $ 19.9452\n 11/18/25 $ 17.83\n 11/19/25 $ 17.91\n 11/20/25 $ 17.89\n\f","ocr_status":1,"date_upload":"2026-05-18T10:02:42.194139-07:00","document_number":"56","attachment_number":1,"pacer_doc_id":"067034010821","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit A","acms_document_guid":""}],"date_created":"2026-03-10T19:26:16.774597-07:00","date_modified":"2026-03-10T19:26:16.784959-07:00","date_filed":"2026-01-30","time_filed":null,"entry_number":56,"recap_sequence_number":"2026-01-30.002","pacer_sequence_number":172,"description":"REPLY by Oklahoma Firefighters Pension and Retirement System to memorandum in opposition to motion 53 (Reply to Competing Lead Plaintiff Motion) (Attachments: # 1 Exhibit A)(Carroll, Katrina) (Entered: 01/30/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/456671748/","id":456671748,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71747028/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/471639851/","id":471639851,"tags":[],"absolute_url":"/docket/71747028/55/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-03-10T19:26:16.736578-07:00","date_modified":"2026-05-22T04:55:15.120048-07:00","sha1":"5119724d272e72dfb6278029e457a671c3f15f5a","page_count":12,"file_size":313716,"filepath_local":"recap/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.55.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.55.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case: 1:25-cv-13018 Document #: 55 Filed: 01/30/26 Page 1 of 12 PageID #:486\n\n\n\n\n UNITED STATES DISTRICT COURT\n NORTHERN DISTRICT OF ILLINOIS\n EASTERN DIVISION\n\n\nLABORERS\u2019 DISTRICT COUNCIL AND\nCONTRACTORS\u2019 PENSION FUND OF OHIO,\n Case No. 1:25-cv-13018\nIndividually and on Behalf of All Others Similarly\nSituated, Honorable LaShonda A. Hunt\n Plaintiff,\n CLASS ACTION\n v.\n\nJAMES HARDIE INDUSTRIES PLC., AARON\nERTER, and RACHEL WILSON,\n\n Defendants.\n\n\n BOSTON RETIREMENT SYSTEM\u2019S REPLY IN FURTHER SUPPORT OF MOTION\n FOR APPOINTMENT AS LEAD PLAINTIFF AND APPROVAL OF SELECTION OF\n COUNSEL\n\n\n\n\n4935-8417-4219.v1\n\f Case: 1:25-cv-13018 Document #: 55 Filed: 01/30/26 Page 2 of 12 PageID #:487\n\n\n\n\n Oklahoma Firefighters\u2019 claim to the \u201clargest financial interest\u201d is built upon a faulty\n\nfoundation, one constructed on strategic non-compliance with Court deadlines, internal\n\ninconsistencies, and mathematical errors. 1\n\n After declining to comply with this Court\u2019s ordered lead plaintiff motion deadline of\n\nDecember 22, 2025 in order to review and assess other movants\u2019 lead plaintiff filings, Oklahoma\n\nFirefighters submitted its motion on December 23, 2025, claiming a loss just $2,127 higher than\n\nBoston\u2019s claimed loss. 2 This razor-thin margin is an illusion for two reasons. First, as\n\ndemonstrated below, Boston possesses a vastly superior financial interest when standard, GAAP-\n\ncompliant valuation methods \u2013 specifically the merger-date closing price \u2013 are applied to its shares:\n\n\n Lead Plaintiff Movants' Losses (LIFO Methodology)\n $700,000\n $616,480\n $600,000 $532,972\n $500,000\n $400,000\n $300,000\n $200,000\n $100,000\n $0\n Boston Oklahoma Firefighters\n\n Loss (LIFO)\n\n\n\n\n1\n All definitions and abbreviations used herein remain unchanged from Boston\u2019s previous\nsubmissions before the Court. See ECF Nos. 25-26, 53. Unless otherwise noted, emphasis has\nbeen added and citations and internal quotation marks have been omitted throughout.\n2\n To remove any doubt regarding the strategic nature of this delay, Oklahoma Firefighters\u2019\nCertification (ECF No. 34-2) and Declaration (ECF No. 34-4) \u2013 both of which were signed and\ndated on December 19 and 22, 2025, respectively \u2013 confirm that the movant was prepared to file\nbut its counsel chose to wait until after the Court-ordered deadline had passed to review Boston\u2019s\nproffer.\n\n -1-\n4935-8417-4219.v1\n\f Case: 1:25-cv-13018 Document #: 55 Filed: 01/30/26 Page 3 of 12 PageID #:488\n\n\n\n\n Second, Oklahoma Firefighters\u2019 purported opening loss number is derived from a failure\n\nto apply the PSLRA\u2019s mandatory lookback price provisions. While Oklahoma Firefighters was\n\nforced to file a \u201cRevised Certification\u201d (ECF No. 38-1) to fix an initial transaction error, its counsel\n\nhas notably failed to correct the far more significant statutory miscalculations that inflated the loss\n\non three of its sales by more than $13,480.\n\n Boston \u2013 the only movant to timely comply with the Court\u2019s orders and provide a statutorily\n\ncompliant loss calculation \u2013 is the most adequate plaintiff to lead this Class.\n\nI. ARGUMENT\n\n \u201cThe PSLRA creates a rebuttable presumption that the most adequate plaintiff is the person\n\nor group of persons that: (1) either has filed the complaint or made a motion in response to a notice;\n\n(2) has the largest financial interest in the relief sought by the class; and (3) otherwise satisfies the\n\nrequirements of Rule 23.\u201d Bang v. Acura Pharms., Inc., 2011 WL 91099, at *2 & n.2 (N.D. Ill.\n\nJan. 11, 2011). \u201cThis presumption may be rebutted if there is proof that the presumptively most\n\nadequate lead plaintiff either will not fairly and adequately protect the class\u2019 interests or is subject\n\nto some unique defense that renders the lead plaintiff incapable of adequately representing the\n\nclass.\u201d Id. at *2. \u201cMere innuendo and inferences will not suffice to support allegations of\n\natypicality, conflict of interest or unique defenses.\u201d In re SemGroup Energy Partners, L.P., Sec.\n\nLitig., 2008 WL 4826318, at *2 (N.D. Okla. Oct. 27, 2008). Rather, \u201cexacting proof is needed to\n\nrebut the presumption.\u201d Murphy v. JBS S.A., 2017 WL 4480751, at *5 (E.D.N.Y. Oct. 6, 2017).\n\n A. Boston Has the Largest Financial Interest Under Standard Valuation Models\n\n \u201cWhile the PSLRA does not specify how we should decide which plaintiff group has the\n\n\u2018largest financial interest\u2019 in the relief sought, most courts simply determine which potential lead\n\nplaintiff has suffered the greatest total losses.\u201d Takara Tr. v. Molex Inc., 229 F.R.D. 577, 579\n\n(N.D. Ill. 2005). More specifically, \u201ccourts look to the plaintiff with the greatest net loss during\n 2\n4935-8417-4219.v1\n\f Case: 1:25-cv-13018 Document #: 55 Filed: 01/30/26 Page 4 of 12 PageID #:489\n\n\n\n\nthe proposed class period.\u201d Bang, 2011 WL 91099, at *2; In re Bally Total Fitness Sec. Litig.,\n\n2005 WL 627960, at 4 (N.D. Ill. Mar. 15, 2005) (\u201cWe believe that the best yardstick by which to\n\njudge \u2018largest financial interest\u2019 is the amount of loss, period.\u201d). To that end, when selecting the\n\nmovant with the largest financial interest, courts find that even marginally greater losses outweigh\n\nmeaningful advantages in any other (or all three) Olsten-Lax factors. See, e.g., St. Clair Cnty.\n\nEmps.\u2019 Ret. Sys. v. Acadia Healthcare Co., Inc., 2019 WL 494129, at *3 (M.D. Tenn. Jan. 9, 2019)\n\n(appointing movant with the largest loss, despite a competing movant\u2019s larger shares purchased\n\n(both total and net) and greater net expenditure); Guzman v. Ford Motor Co., 801 F. Supp. 3d 706,\n\n714 (E.D. Mich. 2025) (same). 3 As reflected in the comparison below, Boston incurred a net loss\n\nof $616,480 on its investment in James Hardie securities during the Class Period \u2013 nearly $83,500\n\ngreater than Oklahoma Firefighters\u2019 inflated opening loss number.\n\n 1. Utilizing the Merger-Date Closing Price Is the Legitimate and\n Standard Valuation Method\n\n Boston\u2019s larger loss is confirmed when its merger-acquired shares are valued using the July\n\n1, 2025, closing price of $28.08. Under GAAP (ASC 805 and 820), acquired assets must be\n\nrecorded at \u201cfair value,\u201d defined as the market price on the measurement date. In the context of a\n\nmerger, this is the closing price on the day the deal is finalized. See Colan v. Cutler-Hammer,\n\nInc., 812 F.2d 357, 370 (7th Cir. 1987) (concluding that sale occurred when the merger closed).\n\n\n\n\n3\n Bally, 2005 WL 627960, at *4 (\u201cNot surprisingly, some of the lead plaintiff candidates who\nare in the middle of the pack in terms of losses . . . contend that we should also examine factors\nsuch as the number of shares purchased, the number of net shares purchased, and the total net funds\nexpended by the plaintiff during the class period, citing Lax . . . . It is not self-evident, though,\nwhat weight these factors should be given in relation to the amount of loss, or even why we should\nconsider them at all . . . . We believe that the best yardstick by which to judge \u2018largest financial\ninterest\u2019 is the amount of loss, period.\u201d).\n\n 3\n4935-8417-4219.v1\n\f Case: 1:25-cv-13018 Document #: 55 Filed: 01/30/26 Page 5 of 12 PageID #:490\n\n\n\n\n The methodology's legitimacy is demonstrated by its widespread use. In In re Cendant\n\nCorporation Litigation, No. 98-cv-01664 (WHW) (D.N.J. Aug. 28, 1998), which resulted in a\n\nhistoric $3.3 billion settlement (the third largest securities class action recovery ever), the court-\n\napproved Plan of Allocation utilized the $32.13 closing price of the securities on the December\n\n17, 1997 date of the merger as the \u201cacquisition price per share\u201d to calculate recognized losses for\n\nshares acquired in exchange for other securities. See Ex. A attached hereto (Cendant Notice of\n\nSettlement at 11 of 24). 4\n\n In Raby v. Evolv Technologies Holdings, Inc., 2024 WL 4252685 (D. Mass. Sep. 20, 2024),\n\nOklahoma Police Pension & Retirement System unsuccessfully challenged the legitimacy of\n\nmerger-acquired shares. The court rejected the argument that a plaintiff who \u201cacquired his stock\n\npursuant to the terms of a merger agreement, rather than an open market purchase\u201d was subject to\n\nunique defenses and appointed the individual investor \u2013 with losses calculated using the closing\n\nprice on the merger date \u2013 as Lead Plaintiff over the Oklahoma fund\u2019s objections. Id. at *3; Ex. B\n\nattached hereto (Individual investor\u2019s loss chart submitted in Raby stating: \u201cMr. Falk was a\n\nshareholder of Evolv Technologies, Inc. prior to the merger agreement with NewHold Investment\n\nCorp. On July 16, 2021, he received 116,877 EVLV shares pursuant to the merger agreement.\n\nThe acquisition price per share, $9.55, was the closing price on July 16, 2021.\u201d). Tellingly, while\n\nOklahoma Police Pension & Retirement System challenged the movant\u2019s typicality and adequacy,\n\nit did not question the propriety of utilizing the market price on the date of the merger as the\n\nacquisition price. See also Ex. C attached hereto (excerpts of Stipulation of Settlement submitted\n\n\n\n\n4\n The Third Circuit specifically reviewed and approved the Plan of Allocation\u2019s treatment of the\nportion of the class that acquired their Cendant stock in the merger deal. In re Cendant Corp.\nLitig., 264 F.3d 201, 228 (3d Cir. 2001).\n\n 4\n4935-8417-4219.v1\n\f Case: 1:25-cv-13018 Document #: 55 Filed: 01/30/26 Page 6 of 12 PageID #:491\n\n\n\n\nin In re Old Banc One Shareholders Securities Litigation, No. 00-cv-02100 (N.D. Ill. Sept. 19,\n\n2007), ECF No. 467-2 at 8 (Plan of Allocation using \u201cthe price of Bank One stock on the date of\n\nthe Merger\u201d as the acquisition price for all class members who received Bank One common stock\n\nthrough the conversion of Old Banc One common stock pursuant to a merger). Applying this\n\nstandard $28.08 cost basis, Boston\u2019s loss is $616,480, far exceeding Oklahoma Firefighters\u2019 loss.\n\n Oklahoma Firefighters\u2019 counsel attempts to walk a treacherous legal tightrope regarding\n\nthese shares. The tension between its various representations is irreconcilable. On one hand,\n\nOklahoma Firefighters admits that Boston \u201csuffered damages by exchanging its AZEK shares for\n\nartificially inflated James Hardie shares\u201d and should be treated as a full member of the Class. ECF\n\nNo. 52 at 7 n.2. This concession is no accident; Oklahoma Firefighters recognizes that excluding\n\nmerger-acquired shares would significantly diminish the overall value of the case, as former AZEK\n\nshareholders comprise a large portion of the combined company. 5 Yet, having acknowledged\n\nthese shares were damaged for purposes of class membership, Oklahoma Firefighters abruptly\n\nreverses course for the financial interest inquiry, demanding a valuation methodology that\n\nconveniently and artificially eliminates the shares\u2019 damages. This creates a fatal inconsistency:\n\n\n5\n The Court should be skeptical of any movant that adopts legal positions intended to limit the\npotential recovery of a large segment of the Class. Counsel for Oklahoma Firefighters\u2019 attempt to\nundercut Boston\u2019s financial interest is a self-interested maneuver to secure the Lead Counsel\nposition at the expense of class-wide recovery. \u201cSuch advocacy benefits [Oklahoma Firefighters\u2019]\nposition as lead plaintiff while potentially jeopardizing at the starting gate the interests of many\nputative class members.\u201d Guzman, 801 F. Supp. 3d at 714. \u201cIt is unclear why a potential lead\nplaintiff would argue [to decrease classwide damages], unless it was in the best interest of that\nparticular plaintiff. This self-serving behavior is precisely the type of rebuttable evidence provided\nin the PSLRA that would prohibit this Court from appointing [Oklahoma Firefighters] lead\nplaintiff.\u201d Marcus v. J.C. Penney Co., Inc., 2014 WL 11394911, at *7 (E.D. Tex. Feb. 28, 2014).\nA lead plaintiff must be a zealous advocate for all members, and counsel for Oklahoma\nFirefighters\u2019 equivocation regarding the stake of merger claimants speaks to a level of self-interest\nthat renders it inadequate to serve as a fiduciary.\n\n 5\n4935-8417-4219.v1\n\f Case: 1:25-cv-13018 Document #: 55 Filed: 01/30/26 Page 7 of 12 PageID #:492\n\n\n\n\nwhile conceding the damages are recoverable for the Class, Oklahoma Firefighters argues they are\n\ntoo speculative to establish a lead plaintiff\u2019s stake. This logic ignores the fact that the PSLRA\u2019s\n\n\u201cfinancial interest\u201d requirement is intended specifically to approximate damages \u2013 i.e., what the\n\nplaintiff can actually recover. Moreover, Boston\u2019s pre-Class Period purchase price of AZEK\n\nshares is legally irrelevant; under Colan and its progeny, the merger exchange is treated as a sale\n\nof AZEK shares and subsequent acquisitions of James Hardie shares at the prevailing market price\n\non the date of the merger. 6\n\n The opposition briefing marks the first occasion on which both movants have proffered\n\ntheir respective loss methodologies simultaneously \u2013 without the benefit of Oklahoma Firefighters\u2019\n\nstrategic one-day head start. When these calculations are finally placed side-by-side in a\n\ntransparent forum, the disparity is stark and the conclusion inescapable \u2013 Boston\u2019s financial stake\n\nis superior. Boston\u2019s loss stands at $616,480. In contrast, Oklahoma Firefighters \u2013 even utilizing\n\nits counsel\u2019s inflated and mathematically flawed methodology \u2013 claims a loss of only $532,972.\n\nBecause Boston\u2019s calculation is rooted in GAAP and established practice, including in the Seventh\n\nCircuit, its status as the movant with the largest financial interest cannot be credibly disputed. 7\n\n\n6\n Oklahoma Firefighters\u2019 attempt to offset Boston\u2019s losses by the cash component of its\nexchange of AZEK shares is meritless. The Supreme Court has held that the measure of damages\nin \u00a7 10(b) cases is the difference between the fair value of all that the plaintiff received and the fair\nvalue of what he would have received had there been no fraudulent conduct. Affiliated Ute Citizens\nof Utah v. United States, 406 U.S. 128, 155 (1972). It is axiomatic that external benefits (like tax\nbreaks or, by extension, cash components) do not reduce a recovery. Randall v. Loftsgaarden, 478\nU.S. 647, 663 (1986). To illustrate, if a party exchanges a $5,000 painting for $4,500 in cash plus\n10 shares of fraud-inflated stock, the injury is the artificial inflation in those 10 shares. The cash\nportion of the deal is a constant that does not fluctuate with the fraud. Therefore, the original\npurchase price of that painting and the cash received are utterly irrelevant to the \u201cfinancial interest\nin the relief sought,\u201d or in other words, the loss suffered in the acquired shares.\n7\n While Oklahoma Firefighters may challenge the fact Boston modified its loss calculation after\nthe 60-day deadline, it would be inequitable to hold Boston to its initial conservative estimate\n 6\n4935-8417-4219.v1\n\f Case: 1:25-cv-13018 Document #: 55 Filed: 01/30/26 Page 8 of 12 PageID #:493\n\n\n\n\n 2. Oklahoma Firefighters\u2019 Erroneous Application of the PSLRA\n Lookback on August 27, 2025, September 4, 2025, and November 5,\n 2025 Inflated Its Loss by More than $13,000\n\n Oklahoma Firefighters\u2019 opposition asserts that its loss report \u201cappropriately calculates\n\nlosses using the statutorily mandated formula.\u201d ECF No. 52 at 4 n.2. This is simply not the case.\n\nIn its opposition, Oklahoma Firefighters attempts to frame the discrepancy as a mere choice of\n\ndates, intimating that the errors cited by Boston are due to Oklahoma Firefighters using \u201ca Look\n\nBack Price of $20.13 per share whereas Boston used a lower Look Back Price of $19.9452 [sic]\n\nper share.\u201d Id. at 5. Not so. Even adopting Oklahoma Firefighters\u2019 own designated lookback\n\nperiod, Oklahoma Firefighters\u2019 counsel misapplied the PSLRA damages provision to inflate the\n\nlosses on its sales dated August 27, September 4, and November 5, 2025.\n\n\n\n\nwhile simultaneously permitting Oklahoma Firefighters to rely on an untimely corrected\nCertification to remedy transaction errors, maintain its own statutory miscalculations, and pivot\nfrom net loss arguments to the Lax factors \u2014 all after gaining the benefit of a one-day filing\nadvantage. Whether this Court evaluates the parties based solely on their initial Certifications\n(which Oklahoma Firefighters was forced to correct two weeks after the deadline) or on their most\nrecent merits-based positions, Boston emerges as the most adequate lead plaintiff. Compare Salem\nv. Methode Elecs., Inc., 2025 WL 368955, at *3 (N.D. Ill. Feb. 3, 2025) (Ellis, J.) (\u201cthe Court\nfollows the majority approach and refuses to consider the Michigan Retirement Systems\u2019 modified\ncertification filed after the PSLRA deadline\u201d) with City of Sterling Heights Gen. Emps.\u2019 Ret.\nSystem v. Hospira, Inc., 2012 WL 1339678, at *3 (N.D. Ill. Apr. 18, 2012) (St. Eve, J.) (approving\nof modified lead plaintiff proposal submitted after the 60-day deadline that clarified claimed losses\n(by combining movant losses together) where initial motions were timely filed) and Sokolow v.\nLJM Funds Mgmt., Ltd., 2018 WL 3141814, at *2 (N.D. Ill. June 26, 2018) (Dow, J.) (same). And\nto be clear, there is nothing inaccurate or inconsistent in Boston\u2019s certification. ECF No. 25-1.\nThe PSLRA requires lead plaintiff movants to provide certifications listing \u201cthe transactions of the\nplaintiff in the security that is the subject of the complaint during the class period specified in the\ncomplaint.\u201d 15 U.S.C \u00a7 78u-4(a)(2(A). Boston accurately listed its transactions. The only variable\nis the cost basis \u2014 the opening price of James Hardie stock, or the closing price of James Hardie\nstock. Here, the Court-appointed Lead Plaintiff will be duty-bound to argue the more favorable\nclosing price applies.\n\n 7\n4935-8417-4219.v1\n\f Case: 1:25-cv-13018 Document #: 55 Filed: 01/30/26 Page 9 of 12 PageID #:494\n\n\n\n\n The PSLRA is unambiguous. It explicitly instructs Class members on how to calculate\n\nlosses for shares acquired during the Class Period and subsequently sold within 90 days of the\n\ndisclosure of the fraud. Under 15 U.S.C. \u00a7 78u-4(e)(2), if a Class member sells its securities prior\n\nto the end of the 90-day \u201clookback\u201d period, the damages cannot exceed the difference between the\n\npurchase price and the average trading price of the security up to the day of the sale.\n\nConsequently, a higher lookback average necessarily decreases an investor\u2019s loss by narrowing\n\nthe gap between the purchase and sale price. According to Oklahoma Firefighters\u2019 own\n\nsubmission, it sold its entire position of 79,551 shares within this 90-day period. The PSLRA\n\ntherefore unequivocally required Oklahoma Firefighters to value these sales at the higher of the\n\nactual sale price or the running average price up to the date of each sale. Ignoring this statutory\n\ntext, Oklahoma Firefighters\u2019 counsel applied flat prices of either $20.36 or $20.13 for its sales.\n\nThis methodology is plainly incorrect because, even under Oklahoma Firefighters\u2019 chosen period,\n\nthe relevant share price average was significantly higher on three specific days:\n\n Correct Price Under\n Oklahoma Firefighters\u2019\n Price Claimed Designated PSLRA Loss\n Date of Shares by Oklahoma Lookback Period Overstatement\n Sales Sold Firefighters (8/19/2025 \u2013 11/17/2025) Amount\n\n 08/27/2025 4,600 $20.36 $21.09 $3,364.44\n\n 09/04/2025 271 $20.13 $20.58 $121.49\n\n 11/05/2025 26,129 $20.13 $20.51 $9,994.34\n\n Total $13,480.27\n\n\n Whether these miscalculations resulted from a misunderstanding of the law or a strategic\n\nattempt to boost its loss just enough to exceed Boston\u2019s, the result is the same: Oklahoma\n\nFirefighters\u2019 counsel inflated its loss on these sales by more than $13,480. As courts around the\n\n\n 8\n4935-8417-4219.v1\n\f Case: 1:25-cv-13018 Document #: 55 Filed: 01/30/26 Page 10 of 12 PageID #:495\n\n\n\n\ncountry have held, providing an artificially inflated loss calculation through the misapplication of\n\nthe PSLRA is grounds for disqualification. Instead of conceding its error, counsel for Oklahoma\n\nFirefighters doubles down to claim it correctly applied the PSLRA\u2019s damage provision. This\n\nrefusal to acknowledge its blatant mathematical and legal misstep further proves its inadequacy as\n\na Class fiduciary. Karp v. Diebold Nixdorf, Inc., 2019 WL 5587148, at *6 (S.D.N.Y. Oct. 30,\n\n2019), adhered to on reconsideration by 2019 WL 6619351 (S.D.N.Y. Dec. 5, 2019)\n\n(disqualifying lead plaintiff movant who took \u201cnearly two weeks to supply corrected figures\u201d);\n\nRodriguez v. DraftKings Inc., 2021 WL 5282006, at *9 (S.D.N.Y. Nov. 12, 2021) (\u201cMinor or not\n\n\u2013 and the Court by no means finds the numerous and varied errors minor \u2013 the errors nonetheless\n\nspeak[ ] to a level of carelessness.\u201d). 8 Boston remains the most adequate plaintiff to lead this\n\nClass.\n\nII. CONCLUSION\n\n Boston maintains the largest financial interest in this litigation, totaling $616,480 when\n\ncalculated using standard, GAAP-compliant valuation methods. Because Oklahoma Firefighters\n\n\n8\n Even after submitting a revised list of Oklahoma Firefighters\u2019 sworn Class Period transactions\n(ECF No. 38-1), there remain questions as to its counsel\u2019s ability to transparently and cogently\nsubstantiate Oklahoma Firefighters\u2019 losses. Specifically, Oklahoma Firefighters\u2019 revised\nCertification (ECF No. 38-1) includes a purchase of 17,904 shares on August 4, 2024 (a purchase\nthat clearly falls outside of the Class Period (May 20, 2025 to August 18, 2025)):\n\n\n\n\nThis representation is at odds with its counsel\u2019s loss representation, which credits the purchase as\na Class Period transaction occurring on August 5, 2025 and claims over $90,000 in losses based\nupon that purchase. While this may be yet just another example of its counsel\u2019s uncorrected\n\u201ctypographical error[s],\u201d (ECF No. 38) it reaffirms the fact that counsel has yet to enable its client\nto comply with this most basic of the PSLRA\u2019s requirements. Any attempt to do so now \u2013 which\nwould be its third bite at the apple \u2013 is simply too little, too late.\n\n 9\n4935-8417-4219.v1\n\f Case: 1:25-cv-13018 Document #: 55 Filed: 01/30/26 Page 11 of 12 PageID #:496\n\n\n\n\nhas failed to provide \u201cexacting proof\u201d to challenge Boston\u2019s adequacy or typicality, the statutory\n\npresumption that Boston is the most adequate lead plaintiff remains unrebutted. Accordingly, the\n\nCourt should appoint Boston as Lead Plaintiff and approve its selection of counsel.\n\nDated: January 30, 2026 Respectfully submitted,\n\n ROBBINS GELLER RUDMAN\n & DOWD LLP\n\n /s/ Frank A. Richter\n James E. Barz (IL BAR #6255605)\n Frank A. Richter (IL BAR #6310011)\n 200 South Wacker Drive, 31st Floor\n Chicago, IL 60606\n Telephone: (630) 696-4107\n jbarz@rgrdlaw.com\n frichter@rgrdlaw.com\n\n ROBBINS GELLER RUDMAN\n & DOWD LLP\n Danielle S. Myers (ILND-GB-5711)\n Michael Albert\n 655 W. Broadway, Suite 1900\n San Diego, CA 92101\n Telephone: (619) 231-1058\n dmyers@rgrdlaw.com\n malbert@rgrdlaw.com\n\n Proposed Liaison Counsel for the Class\n\n\n\n\n 10\n4935-8417-4219.v1\n\f Case: 1:25-cv-13018 Document #: 55 Filed: 01/30/26 Page 12 of 12 PageID #:497\n\n\n\n\n LABATON KELLER SUCHAROW LLP\n Francis P. McConville (admitted pro hac vice)\n Connor C. Boehme (admitted pro hac vice)\n 140 Broadway\n New York, NY 10005\n Telephone: (212) 907-0700\n fmcconville@labaton.com\n cboehme@labaton.com\n\n Counsel for Proposed Lead Plaintiff and\n Proposed Lead Counsel for the Class\n\n\n\n\n 11\n4935-8417-4219.v1\n\f","ocr_status":2,"date_upload":"2026-05-18T10:02:31.984108-07:00","document_number":"55","attachment_number":null,"pacer_doc_id":"067034010811","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/479569199/","id":479569199,"tags":[],"absolute_url":"/docket/71747028/55/1/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-05-18T10:02:30.789070-07:00","date_modified":"2026-05-22T05:19:28.645253-07:00","sha1":"fc2ab4fd73e88c1d12fbfa3d2fda15c20e499a7d","page_count":25,"file_size":179437,"filepath_local":"recap/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.55.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.55.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 1 of 25 PageID #:498\n\n\n\n\n EXHIBIT A\n\f Case: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 2 of 25 PageID #:499\n IN THE UNITED STATES DISTRICT COURT\n FOR THE DISTRICT OF NEW JERSEY\n x\n :\nIn re: : Master File No.\n : 98-1664 (WHW)\nCENDANT CORPORATION :\nLITIGATION : This document relates to:\n : All Actions Except the Prides Action (No. 98-2819)\n x\n\n\n NOTICE OF SETTLEMENT OF CLASS ACTION\nTO: ALL PERSONS AND ENTITIES WHO PURCHASED OR OTHERWISE ACQUIRED PUBLICLY TRADED SECURITIES\n (OTHER THAN PRIDES) OF EITHER (i) CENDANT CORPORATION OR (ii) CUC INTERNATIONAL, INC., OR WHO\n PURCHASED OR ACQUIRED CALL OPTIONS ON CENDANT COMMON STOCK, DURING THE PERIOD BEGIN-\n NING MAY 31, 1995, THROUGH AND INCLUDING AUGUST 28, 1998, AND WHO WERE INJURED THEREBY (THE\n \u201cCLASS\u201d)\n SUMMARY OF SETTLEMENTS share, note or option. According to Lead Plaintiffs, each share of\n Cendant and CUC common stock purchased or acquired during the\nSTATEMENT OF PLAINTIFF RECOVERY: Lead Plaintiffs, the Califor- Class Period was affected, to varying degrees, by the alleged fraud.\nnia Public Employees\u2019 Retirement System (\u201cCalPERS\u201d), the New The experts on damages retained by Lead Plaintiffs calculate that, in\nYork State Common Retirement Fund (the \u201cNYSCRF\u201d) and the New all, approximately 967 million shares of Cendant common stock were\nYork City Pension Funds (the \u201cNYCPF\u201d) (collectively, \u201cLead Plain- traded during the Class Period. Assuming that all affected shares\ntiffs\u201d), represented by Lead Counsel, Bernstein Litowitz Berger and elected to participate in the Settlements, the average recovery per\nGrossmann LLP and Barrack, Rodos & Bacine, have entered into share would be $2.95 from the Cendant Settlement and $0.35 from\ntwo separate proposed settlements that together will resolve all the E&Y Settlement, for a total of $3.30 per share from the two\nclaims of the plaintiffs and Class Members against all defendants Settlements, but with some Class Members recovering more and\n(\u201cDefendants\u201d) in the action filed by Lead Plaintiffs on behalf of the some less, depending on when their shares were acquired, as more\nClass (except for actions brought on behalf of purchasers of fully described in the accompanying Plan of Allocation of Net Settle-\nPRIDES) under Master File No. 98-1664 (WHW) (the \u201cAction\u201d). ment Fund (the \u201cPlan of Allocation\u201d).\nOne proposed settlement is with Cendant Corporation (\u201cCendant\u201d)\nand Henry R. Silverman, John D. Snodgrass, Michael P. Monaco, STATEMENT OF POTENTIAL OUTCOME: As described in the Plan of\nJames E. Buckman, Scott E. Forbes, Steven P. Holmes, Robert D. Allocation, Lead Plaintiffs and Lead Counsel estimate that, if Class\nKunisch, Leonard S. Coleman, Christel DeHaan, Martin L. Edelman, Members prevailed on all of their claims against all Defendants, the\nBrian Mulroney, Robert E. Nederlander, Robert W. Pittman, E. John reasonable damages would be approximately $8.5 billion. This\nRosenwald, Jr., Leonard Schutzman and Robert F. Smith (the \u201cHFS amount could increase or decrease significantly using different\nIndividual Defendants\u201d); the other is with Ernst & Young LLP assumptions and methodologies. The reasonable average amount of\n(\u201cE&Y\u201d). These two proposed settlements (collectively, the \u201cSettle- damages recoverable for Class Members\u2019 claims would be $8.79 per\nments\u201d) are separate and independent. The Settlements will create a share, without regard to actual liability or other discounts. However,\nsettlement fund (the \u201cSettlement Fund\u201d) that totals $3,186,500,000 in it is unlikely that Class Members could have recovered the maximum\ncash plus interest. The settlement with Cendant and the HFS Indi- amount even if they prevailed at trial on all of their claims in light of\nvidual Defendants (the \u201cCendant Settlement\u201d) includes a payment for Defendants\u2019 (i) challenges to Lead Plaintiffs\u2019 damages calculation;\nthe Class of $2,851,500,000 in cash, and the settlement with E&Y (ii) defenses to the amount of damages; and (iii) ability to pay any\n(the \u201cE&Y Settlement\u201d) includes a payment for the Class of damages that may have been found to be attributable to them. Cen-\n$335,000,000 in cash. As part of the Cendant Settlement, the Class dant, the HFS Individual Defendants and E&Y deny all liability and\nalso will receive one-half of any net recovery that Cendant or the dispute the maximum amount of damages recoverable if Class Mem-\nHFS Individual Defendants may obtain from E&Y as a result of their bers prevailed on each of their claims and in all respects.\ncontinuing litigation against E&Y. Also, as part of the Cendant\nSettlement, Cendant has agreed to corporate governance changes that STATEMENT OF ATTORNEYS\u2019 FEES AND COSTS SOUGHT: Lead Coun-\nLead Plaintiffs believe are significant, including adoption of a spe- sel will make one application to the Court for an award of attorneys\u2019\ncific definition for who may qualify as an \u201cindependent director\u201d; fees. That application shall be for 8.275% of the combined Cendant\nrequiring its Board of Directors to have a majority of independent and E&Y Settlement Fund, after payment of Court-approved\ndirectors; requiring the Audit, Compensation and Nominating Com- expenses, or approximately $0.27 per share from both the Cendant\nmittees to consist entirely of independent directors (at least one Settlement and the E&Y Settlement. The amount applied for adheres\nmember of the Audit Committee must have accounting or financial to the fee grid approved by the Court (in advance of choosing Lead\nmanagement expertise); precluding the re-pricing of employee stock Counsel) as the lowest qualified bid established through the auction\noptions under most conditions (except in connection with certain process undertaken by the Court and described below. The fee sought\ncorporate transactions) without a vote of shareholders; and not is well below the 25-33% that is customarily sought in similar con-\nobjecting to a declassification of its Board of Directors. As to the tingency fee litigation. Lead Counsel also will apply for payment of\ncash settlement payments, the average recovery per share will depend out-of-pocket costs and expenses incurred in prosecuting the Class\u2019s\non when Class Members purchased and sold Cendant or CUC Inter- claims, including fees of Lead Plaintiffs\u2019 financial consultants, dam-\nnational, Inc. (\u201cCUC\u201d) common stock, notes or options, the number ages experts and accounting experts, in a total amount not to exceed\nof shares, notes or options affected, and the amount of inflation per $15,855,000, or $0.02 per share.\n\n\n\n 1\n\f Case: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 3 of 25 PageID #:500\nIDENTIFICATION OF ATTORNEYS\u2019 REPRESENTATIVES: Lead Counsel officers and directors of CUC; and E&Y for alleged violations,\nidentified below are available to answer questions from Class Mem- during the Class Period, of the federal securities laws arising\nbers concerning any matter contained in this Notice: out of alleged fraud at Cendant first publicly disclosed on\n April 15, 1998.\nLeonard Barrack, Esq. Max W. Berger, Esq.\nGerald J. Rodos, Esq. Daniel L. Berger, Esq. 3. The purpose of this Notice, which is given pursuant to\nJeffrey W. Golan, Esq. Jeffrey N. Leibell, Esq. Rule 23 of the Federal Rules of Civil Procedure and pursuant to an\nLeslie B. Molder, Esq. Bernstein Litowitz Berger & Order of the United States District Court for the District of New Jer-\nBarrack, Rodos & Bacine Grossmann LLP sey, is to inform you of the Settlements with Cendant and the HFS\n3300 Two Commerce Square 1285 Avenue of the Americas Individual Defendants for $2,851,500,000 plus other consideration,\n2001 Market Street New York, NY 10019 and with E&Y for $335,000,000, for a total of $3,186,500,000 in\nPhiladelphia, PA 19103 (212) 554-1400 cash, plus interest. If approved, the Settlements will resolve all of the\n(215) 963-0600 claims of Class Members in the Action completely and with preju-\n dice. If the Cendant Settlement is approved, all of the claims Class\nREASONS FOR THE SETTLEMENT: A full statement of the reasons for Members filed or could have filed (as more fully described in para-\nthe Settlements is set forth below in paragraphs 26-28 of this Notice. graph 23 below) will be released against Cendant, the Individual\nIn summary, Lead Plaintiffs believe that the Settlements are fair, rea- Defendants, and Cendant\u2019s parent entities, affiliates, subsidiaries, pre-\nsonable and in the best interests of the Class considering the amounts decessors (including CUC), successors or assigns, and each of its\nof the Settlements, the large percentage of damages recovered, and past, present or future officers, directors, associates, stockholders,\nthe immediacy of recovery to the Class. Lead Plaintiffs further rec- controlling persons, representatives, employees, attorneys, accoun-\nognize and acknowledge the expense and length of continued pro- tants (other than E&Y), underwriters, financial or investment advi-\nceedings necessary to prosecute the Action through trial and appeals. sors or agents, heirs, executors, trustees, general or limited partners\nLead Plaintiffs also have considered the uncertain outcome and the or partnerships, personal representatives, estates or administrators. If\nrisk of any further litigation, especially in complex actions such as the E&Y Settlement is approved, all of the claims Class Members\nthe Action, as well as the difficulties and delays inherent in any such filed or could have filed (as more fully described in paragraph 24\nlitigation. Lead Plaintiffs are mindful of the inherent problems of below) against E&Y and its past, present, and future parent entities,\nproof and possible defenses to the federal securities law violations affiliates, subsidiaries, predecessors, and successors (including, with-\nasserted. out limitation, Cap Gemini S.A. if and when the Transaction closes),\n and each of their agents, employees, assigns, insurers, partners, heirs,\n PLEASE READ THIS NOTICE CAREFULLY AND executors, trustees, and administrators, as well as the personal repre-\n IN ITS ENTIRETY. THIS NOTICE RELATES TO A sentatives, estates, administrators, families, and spouses of each of\n PROPOSED SETTLEMENT OF THIS CLASS their partners, employees, and agents will be released.\n ACTION AND, IF YOU ARE A CLASS MEMBER,\n CONTAINS IMPORTANT INFORMATION AS TO 4. A hearing (the \u201cSettlement Hearing\u201d) will be held on\n YOUR RIGHTS CONCERNING THE SETTLE- June 28, 2000, at 10:00 a.m. before the Hon. William H. Walls in the\n MENT United States District Court for the District of New Jersey, Martin\n Luther King, Jr. Courthouse, Courtroom 4D, Newark, New Jersey\nPURPOSE OF THIS NOTICE; HEARING. 07101 (the \u201cCourt\u201d). At the Hearing, the Court will\n consider (i) the fairness, reasonableness and adequacy of each of the\n 1. You already should have received or seen a \u201cNotice of Pen- proposed Settlements; (ii) the fairness and reasonableness of the\ndency of Class Action,\u201d dated October 8, 1999 (the \u201cNotice of Pen- proposed Plan of Allocation of Net Settlement Funds; and (iii) the\ndency\u201d). Reference should be made to this Notice of Pendency for a application by Lead Counsel for an award of attorneys\u2019 fees and\nfuller description of the Class, the Parties and the nature of the reimbursement of expenses.\nAction. If you did not receive or view a Notice of Pendency, or\nwould like another copy, please call the toll free number listed below BACKGROUND OF THE SETTLEMENTS.\nin paragraph 45.\n 5. By Order filed September 8, 1998, the Court appointed Cal-\n 2. In summary, PERS, NYSCRF and NYCPF as Lead Plaintiffs. As described in\n a. The Class certified by the Court by Order dated Janu- detail in the Notice of Pendency, Lead Plaintiffs vigorously pros-\n ary 27, 1999 is: All purchasers and acquirers of Cendant Cor- ecuted this Action on behalf of the Class. After filing the Complaint,\n poration or CUC International, Inc. publicly-traded securities Lead Plaintiffs successfully moved to have the Class certified, suc-\n (including call options on Cendant common stock), except cessfully defeated all or part of various motions to dismiss the Com-\n PRIDES, between May 31, 1995 and August 28, 1998 (the plaint, and defeated various motions to stay proceedings, including\n \u201cClass Period\u201d), who were injured thereby. Excluded from the discovery, in the Action.\n Class are: (i) Defendants; (ii) members of the family of each 6. Since early 1999, Lead Plaintiffs, through Lead Counsel,\n Individual Defendant; (iii) any entity in which any Defendant have conducted extensive pretrial discovery, and thoroughly analyzed\n has a controlling interest; (iv) officers and directors of Cendant the facts and claims involved in the Action. Specifically:\n and its subsidiaries and affiliates; and (v) the legal representa-\n tives, heirs, successors or assigns of any such excluded party. a. Prior to formal discovery under the Federal Rules of\n Pursuant to the Notice of Pendency, members of the Class had Civil Procedure, Cendant produced to Lead Plaintiffs (as part of\n the right to opt out of the Class only by written request post- an agreement for Lead Plaintiffs to defer their motion for par-\n marked on or before December 27, 1999. As used in this tial summary judgment) over three hundred thousand pages of\n Notice, \u201cClass Members\u201d means those members of the Class documents. These documents were the documents reviewed by\n who did not timely submit a proper request for exclusion, as the advisors to the Audit Committee of Cendant\u2019s Board, and\n provided in the Notice of Pendency, dated October 8, 1999, related to the three-year scheme by Cendant, CUC, and their\n postmarked on or before December 27, 1999. subsidiaries to fraudulently overstate revenue, net income and\n financial position in financial statements and press releases.\n b. The Amended Consolidated Class Action Complaint on Over several months of thorough review by teams of attorneys,\n Behalf of Purchasers and Acquirers of All Cendant and CUC these documents were logged, separated according to their rel-\n Publicly Traded Securities except PRIDES (the \u201cComplaint\u201d), evance to the various components of the accounting fraud, and\n asserts claims against Cendant; its officers and directors; the analyzed.\n\n 2\n\f Case: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 4 of 25 PageID #:501\n b. Once formal discovery began, Lead Plaintiffs, through sel participated in Lazard\u2019s collection of information and develop-\n Lead Counsel, served document requests and interrogatories on ment of its models and projections, and Lead Plaintiffs and Lead\n all named Defendants, and served subpoenas for production of Counsel were thoroughly briefed by Lazard upon Lazard\u2019s comple-\n documents on relevant non-parties. tion of its tasks. Lazard presented its findings and analyses to Cen-\n dant\u2019s counsel and Cendant\u2019s senior executives. Lazard\u2019s analyses\n c. Cendant produced relevant documents to Lead Plain- assisted significantly in settlement negotiations with Cendant and the\n tiffs, who, through counsel, reviewed all such documents for HFS Individual Defendants, and were significant factors in Lead\n their impact on the Action. Plaintiffs\u2019 decision to agree to the Cendant Settlement described in\n d. E&Y produced relevant documents to Lead Plaintiffs, this Notice.\n who, through counsel, reviewed all such documents for their 10. Arthur Ainsberg, a highly regarded investment banking\n impact on the Action. expert, assisted Lead Plaintiffs and Lead Counsel in the identifica-\n tion, investigation and selection of investment banking firms, and\n e. Many of the Individual Defendants produced relevant\n provided additional liaison guidance and assistance throughout the\n documents to Lead Plaintiffs, who, through counsel, reviewed\n settlement process.\n all such documents for their impact on the Action.\n 11. Forensic Economics was retained to determine the Class\u2019s\n f. Willkie Farr & Gallagher, counsel to Cendant\u2019s Audit damages. They performed extensive research concerning Cendant,\n Committee in connection with the Audit Committee\u2019s investiga- CUC and HFS (the two companies that merged, effective\n tion into the fraudulent scheme at CUC and Cendant, produced December 17, 1997, to form Cendant), including all public state-\n documents that were similarly reviewed and categorized ments made by or about Cendant and CUC during the Class Period,\n according to relevancy. as well as the market\u2019s reaction to such statements, and to public\n revelations about the Company\u2019s fraudulent scheme. Based on this\n g. Bear Stearns & Co., advisor to HFS in connection with\n information, and on models of securities trading, Forensic Econom-\n HFS\u2019s merger with CUC, produced documents that were simi-\n ics performed complex damage analyses. These analyses also\n larly reviewed and categorized according to relevancy.\n assisted in settlement negotiations with Cendant and the HFS Indi-\n 7. Lead Plaintiffs retained the accounting firm of Marks Paneth vidual Defendants, and were significant factors in Lead Plaintiffs\u2019\n& Shron LLP (\u201cMP&S\u201d), expert forensic accountants, to assist in decision to agree to the Settlements described in this Notice. The\nreviewing the vast accounting records relevant to the issues in this total amount of damage described in this Notice (cumulatively and\nAction, understanding the complicated accounting issues implicated on a per share basis), and the Loss Amounts per share described in\nby the alleged accounting scheme and investigating the case of the attached Plan of Allocation were calculated by Forensic\nalleged auditing failures by E&Y. Along with Lead Counsel, MP&S Economics.\ncarefully reviewed the Audit Committee Report and exhibits thereto, 12. Settlement discussions were arduous and protracted. Over\nhundreds of thousands of pages of accounting documents produced the course of the six months from June through December 1999,\nby Cendant, and the E&Y working paper files for the audits and Lead Counsel and counsel for Cendant and the HFS Individual\nreviews conducted by E&Y. MP&S regularly discussed its progress Defendants held many negotiating sessions, both in person and via\nand analysis with Lead Counsel. telephone conference. At the same time, Lead Counsel vigorously\n pursued the Class\u2019s claims, both in Court and through the discovery\n 8. Beginning in June of 1999, Lead Plaintiffs, through Lead\n process described above. Cendant and the HFS Individual Defen-\nCounsel, began settlement discussions with Cendant and the HFS\n dants strongly disputed the analysis and conclusions of Lead Plain-\nIndividual Defendants. To assist with those settlement discussions,\n tiffs\u2019 financial consultant and damages expert, particularly the amount\nLead Plaintiffs retained an investment banker, Lazard Fre\u0300res & Co.\n of recoverable damages. Cendant supplied Lead Counsel with the\nLLC (\u201cLazard\u201d), and Arthur S. Ainsberg, as financial consultants, as\n analyses prepared by Cendant\u2019s own financial consultants and dam-\nwell as Forensic Economics, Inc., an expert on economic analysis of\n ages experts; Lead Plaintiffs and Lead Counsel, together with their\ndamages in securities actions, which provided the following services:\n experts, considered, analyzed and attempted to refute the conclusions\n 9. Lazard was retained to analyze the business and financial of Cendant\u2019s experts.\ncondition of Cendant, formulate appropriate strategies and structural 13. Later during the summer of 1999, while settlement discus-\nalternatives in conjunction with settlement negotiations, and advise sions were ongoing with Cendant and the HFS Individual Defen-\nLead Plaintiffs and Lead Counsel about the likely effects of potential dants, Lead Plaintiffs, again through Lead Counsel, began settlement\nsettlement amounts, either in cash or in Cendant securities, on Cen- discussions with E&Y. These discussions, too, were arduous and\ndant\u2019s present and future business and financial condition. Lazard contentious. Nevertheless, by the late fall of 1999, Lead Plaintiffs\nobtained highly confidential business information from Cendant as if were ready to reach separate tentative settlement agreements with\nLazard were performing due diligence in connection with a business (i) Cendant and the HFS Individual Defendants, and (ii) E&Y. Lead\ncombination. That information included historical financial informa- Plaintiffs, Cendant, the HFS Individual Defendants and E&Y\ntion (by business segment and line of business), and projected finan- presented the relevant terms of the Settlements to the Court, after\ncial data (on both a consolidated and business segment basis) and all which they were publicly announced on December 7, 1999 and\nsignificant assumptions used therein, including operating budgets, December 17, 1999.\nlong-term strategic and financial plans, capital expenditure budgets,\ndebt maturity schedules, and schedules of the pro forma impact of DESCRIPTION OF THE SETTLEMENTS.\nproposed acquisitions and divestitures. Lazard met with senior Cen- Cendant Settlement.\ndant financial personnel, including the Company\u2019s Chief Financial\nOfficer, and with senior representatives of Merrill Lynch, Cendant\u2019s 14. The Cendant Settlement, which provides for a full settle-\nfinancial consultants, to discuss and review the materials provided by ment of the Action against Cendant and all the Individual Defen-\nCendant. Lazard thoroughly analyzed this information, together with dants, has three primary elements:\nsignificant information collected from other sources, to prepare a a. Cendant will pay $2,851,500,000 in cash into the\ndetailed five-year model of Cendant\u2019s financial condition and opera- Settlement Fund (the \u201cCendant Settlement Amount\u201d);\ntions, including revenues, income and cash flows. Lazard then devel- b. Cendant and the HFS Individual Defendants will pay to\noped extensive projections assuming a range of potential settlement the Class an amount equal to 50% of any net recovery that they\namounts and assuming different compositions of those potential obtain from E&Y as a result of litigation they are prosecuting\nsettlements, including settlements that would be all cash and others against E&Y; and\nthat would be part cash and part Cendant common stock. Lead Coun-\n c. Certain corporate governance changes.\n\n 3\n\f Case: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 5 of 25 PageID #:502\n 15. Within 90 days following District Court approval of the 22. The E&Y Settlement is conditioned on the closing of a\nCendant Settlement, Cendant must obtain, in favor of the Lead Plain- transaction between E&Y and Cap Gemini S.A., in which Cap\ntiffs and Class Members, at Cendant\u2019s expense, from financial insti- Gemini will buy the consulting business of E&Y (the \u201cTransac-\ntutions acceptable to Lead Plaintiffs and in a form acceptable to Lead tion\u201d). E&Y is under no obligation to Lead Plaintiffs or to Class\nPlaintiffs, an irrevocable Letter of Credit, a Surety Bond (of credit- Members to consummate the Transaction. If E&Y does not consum-\nworthiness equivalent to a Letter of Credit) or a combination thereof mate the Transaction, for whatever reason, E&Y has the unilateral\n(the \u201cSecurity\u201d) in the full amount of the Cendant Settlement right to terminate the E&Y Settlement, and to obtain immediate\nAmount which shall be maintained by Cendant until such time as it return of the E&Y Settlement Amount, if previously paid, plus all\nmakes payments as specified in the Stipulation of Settlement. accrued interest thereon. If the Transaction does not close by June 12,\n 2000, Lead Plaintiffs have the unilateral right to terminate the E&Y\n 16. The $2,851,500,000 will earn interest at a rate equal to the Settlement.\nrate earned by 30-day U.S. Treasury Bills, for the benefit of Class\nMembers, beginning on August 20, 2000 or five days after the Dis-\ntrict Court approves the Cendant Settlement, whichever is later. RELEASES AND DISMISSAL OF THE ACTION.\n\n 17. The entire Cendant Settlement Amount (after deduction of 23. If the Cendant Settlement is approved, in consideration for\nCourt-approved costs, expenses and attorneys\u2019 fees), plus interest, the $2,851,500,000 to be paid by Cendant, the potential future recov-\nwill be distributed to Class Members who timely submit valid Proofs eries from E&Y, and the corporate governance changes, the Court\nof Claim (as described below in paragraph 33). There will not be any will enter a Judgment that will dismiss with prejudice all of the Class\nreversion to Cendant of any portion of the Cendant Settlement Members\u2019 claims against Cendant and all the Individual Defendants.\nAmount. The Court will bar and permanently enjoin Lead Plaintiffs and each\n Class Member, whether or not such Class Member has submitted a\n 18. Such Class Members will further receive an amount equal Proof of Claim, from prosecuting any Released Claims (as defined\nto one-half of any net recovery that Cendant or the HFS Individual below in paragraph 25), and any such Class Member shall be conclu-\nDefendants obtain from E&Y as a result of litigation they are pros- sively deemed to have fully, finally and forever released, relinquished\necuting or may prosecute in the future against E&Y. Litigation and discharged any and all such Released Claims.\nbetween Cendant and E&Y is currently pending, and Lead Counsel,\nLead Plaintiffs, and Class Members have no control or decisionmak- 24. Similarly, if the E&Y Settlement is approved, in consider-\ning authority over this litigation. ation for the $335,000,000 to be paid by E&Y, the Court will enter\n a Judgment that will dismiss with prejudice all of the Class Mem-\n 19. Also as part of the Settlement, Cendant has agreed to insti- bers\u2019 claims against E&Y, and bar and permanently enjoin Lead\ntute certain corporate governance changes, which Lead Plaintiffs Plaintiffs and each Class Member, whether or not such Class Mem-\nbelieve are far-reaching and unprecedented in securities class action ber has submitted a Proof of Claim, from prosecuting any Released\nlitigation. These changes include: Claims (as defined below in paragraph 25), and any such Class Mem-\n ber shall be conclusively deemed to have fully, finally and forever\n Within 30 days following the effective date of the Cendant released, relinquished and discharged any and all such Released\n Settlement, the Board\u2019s Audit Committee, Nominating Commit- Claims.\n tee and Compensation Committee each will be comprised\n entirely of independent directors (according to a specific defini- 25. Each Class Member shall release all \u201cReleased Claims,\u201d\n tion, endorsed by the institutional investment community, of which include any and all claims, actions and causes of action in law\n what constitutes an independent director); or equity, suits, obligations, debts, demands, agreements, promises,\n liabilities, controversies, damages, losses, attorneys\u2019 fees, costs or\n The majority of the Board will be independent within two years expenses of any kind whatsoever, whether based on common law or\n following final approval of the Settlement; on any federal or state statute, rule, regulation, or other law or right\n Cendant will present to its shareholders for approval at the next of action, foreseen or unforeseen, matured or unmatured, known or\n annual meeting of shareholders following the effective date of unknown, accrued or not accrued, suspected or unsuspected, fixed or\n the Cendant Settlement a proposal to amend Cendant\u2019s Certifi- contingent, and whether or not concealed or hidden, that are based\n cate of Incorporation de-classifying the Board of Directors and upon, are related to, arise from, or are connected with the purchase,\n provide that all directors shall be elected annually; and acquisition, sale or disposition of CUC, HFS, or Cendant publicly-\n traded securities (including call options on Cendant common stock),\n Within 30 days following the effective date of the Cendant except PRIDES investment units, during the Class Period, including,\n Settlement, the Board will adopt a By-Law precluding repricing without any limitation upon the generality and scope of the forego-\n of any employee stock option after its grant, unless approved by ing, and simply in order to describe the foregoing, claims that are\n a majority vote of voting shareholders (except in accordance based upon or relate to any facts, circumstances, statements, omis-\n with its terms to take into account corporate transactions such as sions, events or other matters raised or referred to in the pleadings in\n stock dividends, stock splits, recapitalizations, merger or distri- the Action or which could have been asserted against Defendants and\n butions). the Released Parties by Lead Plaintiffs and any Class Member,\n including, but not limited to any of the following: (i) the claims,\nE&Y Settlement. actions or causes of action arising out of or in any way based upon,\n connected with or related to any prospectus, registration statement,\n 20. In full settlement of the Action against E&Y, E&Y will pay\n proxy statement, annual report, quarterly earnings report, press\n$335,000,000 in cash (the \u201cE&Y Settlement Amount\u201d).\n release or other publicly disseminated documents and public state-\n 21. On or after April 14, 2000, E&Y shall deposit the E&Y ments of Cendant, CUC or HFS during or relating to the period\nSettlement Amount into an interest-bearing Escrow Account, which May 31, 1995 through and including August 28, 1998, (ii) any dis-\nwill earn interest for the benefit of Class Members. If E&Y does not closures, statements, representations, actions, events, omissions or\ndeposit the E&Y Settlement Amount into the Escrow Account by failures to act of Defendants; or (iii) the transactions, events, occur-\nApril 14, 2000, interest shall accrue on the E&Y Settlement Amount rences, acts or omissions related directly or indirectly to or arising\nfrom April 15, 2000 at the rate of 5% per annum until the Settlement out of the subject matters referred to or set forth in the Complaint in\nAmount is deposited into the Escrow Account. In any event, the the Action, or facts and claims for relief which could have been\nSettlement Amount plus all accrued interest shall be deposited into alleged or litigated therein. Lead Plaintiffs and all Class Members,\nthe Escrow Account no later than 90 days after the District Court whether or not any such person submits a Proof of Claim and\napproves the E&Y Settlement. Release or otherwise shares in the Settlement Fund, through or on\n\n 4\n\f Case: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 6 of 25 PageID #:503\nbehalf of themselves and each of their predecessors, successors, par- Lead Counsel believe that collecting more than $2.85 billion\nents, subsidiaries, affiliates, custodians, agents, assigns, representa- from Cendant, the HFS Individual Defendants and the other\ntives, heirs, executors, trustees, administrators and any other person Individual Defendants would have been unlikely.\nor entity having any legal or beneficial interest in the publicly-traded\nsecurities of CUC or Cendant (including call options on Cendant 27. LEAD PLAINTIFFS\u2014THE THREE LARGEST PUBLIC\ncommon stock), except PRIDES investment units, purchased or PENSION FUNDS IN THE UNITED STATES\u2014WERE INSTRU-\nacquired by any Class Member, will be deemed by this settlement to MENTAL IN NEGOTIATING THE TWO SETTLEMENTS; LEAD\nrelease and forever discharge the Released Parties from any and all PLAINTIFFS STRONGLY ENDORSE THESE TWO SETTLE-\nof the Released Claims. Class Members also specifically waive the MENTS AND RECOMMEND THAT THEY BE APPROVED.\nbenefit of the provisions of Section 1542 of the Civil Code of the 28. Lead Plaintiffs decided to accept the Settlements after con-\nState of California, which provides as follows: \u201cA GENERAL sultation with Lead Counsel and the experts retained to assist them,\nRELEASE DOES NOT EXTEND TO CLAIMS WHICH THE and after extensive investigation of the hundreds of thousands of\nCREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS pages of documents provided to Lead Plaintiffs in discovery. Conse-\nFAVOR AT THE TIME OF EXECUTION OF THE RELEASE, quently, Lead Plaintiffs and Lead Counsel have determined that the\nWHICH IF KNOWN BY HIM MUST HAVE MATERIALLY Settlements are in the best interests of Class Members.\nAFFECTED HIS SETTLEMENT WITH THE DEBTOR.\u201d Class\nMembers acknowledge the significance and consequence of this PLAN OF ALLOCATION.\nwaiver of the provision of Section 1542, waive the provisions and\nprotections of Section 1542, assume full responsibility for any loss 29. After approval of the Settlements by the Court and upon\nthat may be incurred by reason of such waiver, and hereby release satisfaction of the other conditions to the Settlements, the Settlement\nunknown and unsuspected claims. However, \u201cReleased Claims\u201d shall Fund will be distributed as follows:\nnot be construed to mean any claim brought, or that could have been\nbrought, by purchasers of the PRIDES investment units as such a. To pay costs and expenses in connection with provid-\nclaims relate to the purchase or acquisition of PRIDES investment ing Notice to Class Members and administering the Settlements\nunits. on behalf of Class Members;\n b. To reimburse Lead Counsel for, and to pay, expenses\nREASONS FOR THE SETTLEMENTS. incurred in connection with the prosecution of this Action, with\n interest thereon if and to the extent allowed by the Court;\n 26. Lead Plaintiffs considered a variety of factors in negotiating\nand deciding to accept the Settlements, and to recommend that the c. To pay Lead Counsel\u2019s fees, with interest thereon if and\nCourt approve them. These reasons include: to the extent allowed by the Court;\n a. This is the largest securities class action settlement in d. To pay the reasonable costs incurred in the preparation\n United States history. The Cendant Settlement is more than of any tax returns required to be filed on behalf of the Settle-\n three times the highest recovery ever previously obtained in a ment Fund as well as the taxes (and any interest and penalties\n securities class action, and approximately ten times the recov- determined to be due thereon) owed by reason of the earnings\n ery in the next largest securities class action involving fraudu- of the Settlement Fund, including taxes and tax expenses; and\n lent financial statements. The E&Y Settlement is the largest\n amount ever paid by an accounting firm in a securities class e. Subject to final approval by the Court of the Plan of\n action. Allocation, which is attached to this Notice, meaning that the\n Order granting approval is affirmed on appeal or certiorari, or\n b. Together, the Cendant and E&Y Settlement payments is no longer subject to review by appeal or certiorari and the\n represent over 37% of the recoverable damages, as estimated by time for any petition for rehearing, appeal or review by appeal\n Lead Plaintiffs\u2019 expert\u2014an extraordinary result in a case of this or certiorari has expired, the balance of the Settlement Fund\n magnitude. Further, based on Lead Counsel\u2019s experience and (the \u201cNet Settlement Fund\u201d) shall be distributed in accordance\n survey of claims administrators, it is reasonable to assume that with the Plan of Allocation to Class Members who submit\n 25-30% of potential claimants will not file claims for a distri- valid, timely Proofs of Claim (\u201cAuthorized Claimants\u201d). How-\n bution from the Settlement Fund, so the actual distribution will ever, there shall be no distribution of any of the Settlement\n be an even greater percentage of recoverable damages. Amounts to any Class Member until a plan of allocation is\n finally approved and is affirmed on appeal or certiorari and is\n c. The Settlements are all cash, with the interest earned no longer subject to review by appeal or certiorari and the time\n guaranteed starting on August 20, 2000 or five days after Dis- for any petition for rehearing, appeal, or review, whether by\n trict Court approval, whichever is later (on the Cendant Settle- certiorari or otherwise, has expired.\n ment Amount) and on April 15, 2000 (on the E&Y Settlement\n Amount). 30. There will be no return to Cendant, the HFS Individual\n Defendants or E&Y of any settlement payment if the Settlements are\n d. The corporate governance improvements agreed to by finally approved. All settlement funds will be used, as described\n Cendant are far-reaching and unprecedented in securities class above, for the benefit of Class Members.\n action litigation, and effected important changes to Cendant\u2019s\n corporate functioning. 31. The complete Plan of Allocation, which was prepared by\n Lead Counsel without any involvement by Defendants and which\n e. The risks involved in succeeding at trial against all includes a detailed description of the reasons for the Plan as pre-\n Defendants and collecting from them are substantial. The sented, is annexed at the end of this Notice. In developing the Plan\n PSLRA\u2019s proportionate liability requirements, under which a of Allocation, Lead Counsel consulted with Forensic Economics to\n defendant may be obligated to pay only for the portion of dam- determine the most fair and reasonable method of distributing the\n ages that defendant is held responsible for, may have placed a Settlement Fund. Lead Plaintiffs have reviewed the Plan of Alloca-\n high proportion of liability on certain Individual Defendants, tion and recommend that it be approved as fair, reasonable and in the\n who would not have been able to shoulder a substantial amount best interests of Class Members.\n of damages, and a correspondingly small proportion of liability\n on Cendant and E&Y. Although E&Y is a vital \u201cBig 5\u201d public 32. Approval of the Settlements is independent from approval\n accounting firm, collecting any more than $335 million would of the Plan of Allocation. Any determination with respect to the Plan\n have been unlikely. For similar reasons, Lead Plaintiffs and of Allocation will not affect the Settlements, if approved.\n\n 5\n\f Case: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 7 of 25 PageID #:504\nPARTICIPATION IN THE SETTLEMENTS; PROOFS OF CLAIM. d. Whether to approve Lead Counsel\u2019s application for\n attorneys\u2019 fees and payment of costs and expenses.\n 33. Only those Class Members who purchased or acquired Cen-\ndant or CUC publicly traded securities (including call options on The Settlement Hearing may be continued or adjourned from time to\nCendant common stock), except PRIDES investment units, during time by the Court at the Settlement Hearing or any continued or\nthe Class Period and were damaged will be eligible to share in the adjourned session thereof, without further notice to the Class or Class\ndistribution of the Settlement Fund. Each person wishing to partici- Members.\npate in the distribution of the Settlement Fund must timely submit a 36. Any Class Member may appear at the Settlement Hearing\nvalid and separate \u201cProof of Claim\u201d no later than August 18, 2000 to and be heard on any of the foregoing matters; provided, however, that\nthe address set forth in the Proof of Claim form. Further, each Proof no such person shall be heard, unless his, her or its objection or\nof Claim must be supported by such documents specified in the Proof opposition is made in writing and, together with copies of all other\nof Claim as are reasonably available to the Authorized Claimant. The papers and briefs to be submitted to the Court at the Settlement\nProof of Claim includes a general release of each of the Defendants, Hearing, by him, her or it (including proof of all purchases or acqui-\nas well as various other affiliated persons and entities, in the form set sitions of CUC or Cendant publicly-traded securities [including call\nforth in the Proof of Claim accompanying this Notice. Unless other- options on Cendant common stock], except PRIDES investment\nwise ordered by the Court, any Class Member who fails to submit a units, during the Class Period), is filed with the Court and served for\nProof of Claim by August 18, 2000 shall be forever barred from receipt by counsel listed below no later than May 31, 2000, and\nreceiving any payments pursuant to the Settlements set forth in the showing due proof of such service on Lead Counsel:\nStipulations, but will in all other respects be subject to the provisions\nof the Stipulations, including the terms of any Judgment entered and Leonard Barrack, Esq. Max W. Berger, Esq.\nthe releases given. This means that each Class Member releases the Gerald J. Rodos, Esq. Daniel L. Berger, Esq.\nReleased Claims against the Defendants and is enjoined and prohib- Jeffrey W. Golan, Esq. Jeffrey N. Leibell, Esq.\nited from filing, prosecuting, or pursuing any of the Released Claims Leslie B. Molder, Esq. Bernstein Litowitz Berger &\nagainst any of the Defendants regardless of whether or not such Class Barrack, Rodos & Bacine Grossmann LLP\nMember submits a Proof of Claim. Defendants are not responsible 3300 Two Commerce Square 1285 Avenue of the Americas\nfor and shall not be liable for any disputes and decisions regarding 2001 Market Street New York, NY 10019\nthe form, content, timeliness and adequacy of Proofs of Claim or any Philadelphia, PA 19103\npayments made pursuant to Proofs of Claim.\n and on counsel for Cendant, for the HFS Individual Defendants, and\n 34. The Court has reserved jurisdiction to allow, disallow or for E&Y:\nadjust on equitable grounds the Claim of any Class Member. The Counsel for the HFS\nCourt also reserves the right to modify the Plan of Allocation with- Counsel for Cendant: Individual Defendants: Counsel for E&Y:\nout further notice to Class Members. Payment pursuant to the Plan\nof Allocation approved by the Court shall be conclusive against all Jonathan J. Lerner, Esq. James G. Kreissman, Esq. Alan N. Salpeter, Esq.\nAuthorized Claimants. No person shall have any claim against Lead Samuel Kadet, Esq. Jacob S. Pultman, Esq. Caryn Jacobs, Esq.\n Joseph N. Sacca, Esq. Simpson Thatcher & Mayer, Brown & Platt\nCounsel or the Claims Administrator or other agent designated by Skadden, Arps, Slate, Bartlett 190 South LaSalle Street\nLead Counsel based on the distributions made substantially in accor- Meagher & Flom LLP 425 Lexington Avenue Chicago, IL 60603-3441\ndance with the Stipulation and the Settlements contained therein, the Four Times Square New York, NY 10017\nPlan of Allocation, or further orders of the Court. Defendants and New York, NY 10036\ntheir respective counsel shall have no involvement in or responsibil- 37. Unless otherwise ordered by the Court, any Class Member\nity for or liability whatsoever for the investment or distribution of the who does not make and serve his, her or its objection or opposition\nSettlement Fund, the Net Settlement Fund, the Plan of Allocation or in the manner provided shall be deemed to have waived all objec-\nthe determination, administration and calculation of, or payment pur- tions and opposition to the foregoing matters.\nsuant to, Proofs of Claim, the payment or withholding of taxes owed\nby the Settlement Fund, acts or omissions of the Escrow Agent or\n ATTORNEYS\u2019 FEES, COSTS AND EXPENSES OF PLAINTIFFS\u2019\nany losses incurred in connection therewith.\n ATTORNEYS.\n\nTHE HEARING. 38. At the conclusion of the Settlement Hearing described\n above, Lead Counsel will apply to the Court for a collective award\n 35. On June 28, 2000, at 10:00 a.m., the Honorable William H. of attorneys\u2019 fees and payment of costs and expenses.\nWalls, United States District Court Judge, will hold a hearing\n(the \u201cSettlement Hearing\u201d) at the United States Courthouse, District 39. At the August 4, 1998 hearing on the motions for appoint-\nof New Jersey, Martin Luther King, Jr. Courthouse, Courtroom ment of lead plaintiff, the Court appointed CalPERS, the NYSCRF\n4D, Newark, New Jersey 07101, for the purpose of separately and the NYCPF as Lead Plaintiffs for the Class except purchasers of\nconsidering: PRIDES. The Court further stated that it would select Lead Counsel\n for the Action only after a process where interested law firms,\n a. Whether a Judgment should be entered (1) approving whether or not then representing any plaintiff in the consolidated\n the Cendant Settlement as fair, reasonable and adequate; actions, would submit competitive bids under guidelines provided by\n (2) dismissing with prejudice this Action against Cendant and the Court, including submitting qualifications and proposals for fees\n the Individual Defendants; and (3) barring all Class Members to be paid. The Court stated that it would select the lowest qualified\n from prosecuting, pursuing, or litigating any of the Released bid submitted.\n Claims against Cendant and any of the Individual Defendants;\n 40. At the August 19, 1998 hearing concerning the bid grid for-\n b. Whether a Judgment should be entered (1) approving mat to be used, the Court directed all competitive bids to be made in\n the E&Y Settlement as fair, reasonable and adequate; (2) dis- camera. By letters to counsel dated August 27 and 28, 1998, the\n missing this Action with prejudice against E&Y; and (3) barring Court set forth the bid-grid format and bidding guidelines to be used\n all Class Members from prosecuting, pursuing, or litigating any in those submissions. Bernstein Litowitz Berger & Grossmann LLP\n of the Released Claims against E&Y; (\u201cBLB&G\u201d) and Barrack, Rodos & Bacine (\u201cBR&B\u201d) submitted a\n joint competitive bid in compliance with the Court\u2019s directions.\n c. Whether the proposed Plan of Allocation should be Under the Court\u2019s Order, if the Court determined BLB&G and\n approved as fair, reasonable and adequate; and BR&B to be the lowest qualified bidder, then BLB&G and BR&B,\n\n 6\n\f Case: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 8 of 25 PageID #:505\nas previously selected counsel for Lead Plaintiffs, would have been 43. The application for reimbursement of expenses, which also\nappointed lead counsel for the Class except purchasers of PRIDES. will be made at the conclusion of the Settlement Hearing, shall not\nThe Order further provided that, in the event the Court determined exceed $15,855,000, together with interest earned on said sums. This\nanother law firm to be the lowest qualified bidder, then BLB&G and amount includes fees and expenses of the experts retained by Lead\nBR&B, if determined by the Court to be otherwise qualified, would Plaintiffs on behalf of the Class: the fee for Lazard\u2019s services (exclu-\nbe provided the opportunity to agree to the terms of that lowest sive of expense reimbursement) is approximately $13.1 million,\nqualified bid, and, if BLB&G and BR&B accepted those terms, the which fee was negotiated by Lead Plaintiffs after an exhaustive\nCourt would appoint BLB&G and BR&B as lead counsel for the search and bidding process in which Lead Counsel, with the assis-\nClass except purchasers of PRIDES. tance of Arthur Ainsberg, identified and contacted sixteen top-tier\n investment banking firms and interviewed six of those firms, prior to\n 41. Following extensive publication of the competitive bidding the retention of Lazard; the fee for Forensic Economics\u2019 services\nprocedure adopted by the Court, 12 separate bids were submitted (exclusive of expense reimbursement) is $245,000, which is based on\nfrom different law firms (some not previously representing any plain- hourly charges negotiated by Lead Plaintiffs in advance after the\ntiffs in the Action). The Court considered these bids in detail, both in consideration of other damages experts; the fee for MP&S\u2019s services\nconnection with attorney qualifications and the amount of the bids. (exclusive of expense reimbursement) is $348,000; and the fee for\nAfter considering all competitive bids submitted, the Court selected Arthur Ainsberg is $250,000.\na bid submitted by a firm other than Lead Counsel. The Court also\nfound both BLB&G and BR&B to be qualified and, therefore, pro- 44. Approval of the Settlements is independent from approval\nvided BLB&G and BR&B the opportunity to match the bid deter- of Lead Counsel\u2019s application for an award of attorneys\u2019 fees and\nmined by the Court to be the lowest qualified bid. BLB&G and payment of costs and expenses. Any determination with respect to\nBR&B agreed to match the lowest qualified bid, and, by Order filed Lead Counsel\u2019s application for an award of attorneys\u2019 fees and pay-\nOctober 13, 1998, the Court appointed BLB&G and BR&B Lead ment of costs and expenses will not affect the Settlements, if\nCounsel for Lead Plaintiffs and the Class, and held that the results of approved.\nthe auction will serve as a benchmark of reasonableness.\n 42. Lead Counsel will apply for an award of attorneys\u2019 fees in NOTICE TO BANKS, BROKERS AND OTHER NOMINEES.\nthe amount of 8.275 percent of the Net Settlement Fund, together\nwith interest, after payment of expenses as awarded by the Court. 45. Banks, brokerage firms, institutions, and other persons who\nThis fee application is in strict compliance with the fee parameters in are nominees who purchased or acquired CUC or Cendant publicly\nthe grid that was approved by the Court in advance as the lowest traded securities (except PRIDES) during the Class Period of\nqualified bid proposal. Lead Counsel are seeking attorneys\u2019 fees May 31, 1995 through and including August 28, 1998, are required\nunder the second column of the fee grid, because the Settlements within ten (10) days of receipt of this Notice, to: (1) provide Lead\nwere reached during discovery, after adjudication of motions to dis- Counsel with the names and addresses of such beneficial purchasers;\nmiss but prior to the adjudication of motions for summary judgment. or (2) forward a copy of this Notice to each such beneficial purchaser\nLead Counsel are not seeking to place a value on the corporate gov- and provide Lead Counsel with written confirmation that the Notice\nernance changes obtained from Cendant, nor will Lead Counsel has been so forwarded. Upon request, Lead Counsel will pay your\napply for an attorneys\u2019 fee as a result of such corporate governance reasonable costs and expenses of complying with this provision upon\nchanges. The parameters of the fee grid approved by the Court are set submission of appropriate documentation. Additional postage pre-\nforth below as percentages of total Class recovery: paid copies of this Notice may be obtained for forwarding to such\n beneficial owners. All such correspondence should be addressed as\n PHASE AT WHICH LITIGATION IS RESOLVED\n follows:\n After\n During During adjudication In re Cendant Corporation Litigation\n pleadings discovery of summary\n through through judgment c/o Heffler, Radetich & Saitta L.L.P.\nRECOVERY\n adjudication adjudication motions P.O. Box 510\n IN of any of summary through Philadelphia, Pennsylvania 19105-0510\n D O LLAR S motion to judgment trial Post- (800) 379-6239\n dismiss motions verdict trial\n www.heffler.com\nFirst 100 million 2% 2% 3% 3%\nSecond 100 million 3% 3% 4% 4%\nThird 100 million 4% 4% 5% 5%\nNext 50 million 5% 5% 6% 6%\nNext 50 million 6% 6% 7% 7%\nNext 50 million 7% 7% 8% 8%\nNext 50 million 8% 8% 9% 9%\nOver 500 million 9% 9% 10% 10%\n\n\n\n\n 7\n\f Case: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 9 of 25 PageID #:506\nEXAMINATION OF PAPERS AND INQUIRIES. Lead Counsel identified below are available to answer questions\n from Class Members concerning any matter contained in this Notice:\n 46. This Notice contains only a summary of the terms of the\nproposed Settlements. For a more detailed statement of the matters Leonard Barrack, Esq. Max W. Berger, Esq.\ninvolved in this Action, reference is made to the pleadings, to the Gerald J. Rodos, Esq. Daniel L. Berger, Esq.\nStipulations and to other papers filed in this Action which may be Jeffrey W. Golan, Esq. Jeffrey N. Leibell, Esq.\ninspected at the Office of the Clerk of the United States District Leslie B. Molder, Esq. Bernstein Litowitz Berger &\nCourt, United States Courthouse, District of New Jersey, Martin Barrack, Rodos & Bacine Grossmann LLP\nLuther King, Jr. Courthouse, Newark, New Jersey 07101 during 3300 Two Commerce Square 1285 Avenue of the Americas\nregular business hours of each business day. The Cendant and E&Y 2001 Market Street New York, NY 10019\nStipulations represent the entire agreements between Lead Plaintiffs Philadelphia, PA 19103 (212) 554-1400\nand Cendant and the HFS Individual Defendants, and Lead Plaintiffs (215) 963-0600\nand E&Y, respectively, and any inconsistencies between the Stipula-\ntions and this Notice will be controlled by the language of the Stipu- PLEASE DO NOT CONTACT THE COURT REGARDING\nlations. THIS NOTICE.\n 47. Inquiries regarding this Action should be addressed as fol- DATED: April 7, 2000 BY ORDER OF THE COURT\nlows:\n In re Cendant Corporation Litigation\n c/o Heffler, Radetich & Saitta L.L.P. WILLIAM H. WALLS\n P.O. Box 510 UNITED STATES DISTRICT JUDGE\n Philadelphia, Pennsylvania 19105-0510\n (800) 379-6239\n www.heffler.com\n\n\n\n\n 8\n\f Case: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 10 of 25 PageID #:507\n\n\n PLAN OF ALLOCATION OF NET SETTLEMENT FUND\n\nI. GENERAL PROVISIONS\n To receive a distribution from the Net Settlement Fund, all persons or entities MUST:\n 1. Establish membership in the Class;\n 2. Complete a valid claim form and supply all required documentation; and\n 3. Submit the completed claim form and documentation so that it is postmarked for mailing to the\n Claims Administrator on or before August 18, 2000.\n\nII. CALCULATION OF LOSS AMOUNT FOR CLAIMS\n A \u201cLoss Amount\u201d will be calculated for each purchase or acquisition of Cendant or CUC publicly-traded\nsecurities that is listed in the claim form, and for which adequate documentation is provided.\n A. CALCULATION OF THE LOSS AMOUNT\n The calculation of the Loss Amount will depend upon several factors:\n 1. The type of publicly-traded security purchased or acquired (common stock, notes or options);\n 2. When the security was purchased or acquired; and\n 3. Whether the security was held until the conclusion of the Class Period (August 28, 1998) or whether\n it was sold during the Class Period and, if so, when it was sold.\n B. INFORMATION REQUIRED ON CLAIM FORM\n Each claim form must separately indicate each Claimant\u2019s opening position in CUC common stock, in CUC\nor Cendant notes or in options, as of May 31, 1995, the first day of the Class Period, or as otherwise indicated\non the Proof of Claim form (pp. 4 - 11); the number of Cendant shares acquired in exchange for shares of HFS\nIncorporated (\u201cHFS\u201d) common stock, or in exchange for shares of other companies acquired by CUC or Cen-\ndant during the Class Period; and the closing position in Cendant common stock, notes or options, each as of the\nclose of business on August 28, 1998, the last day of the Class Period. Each claim form also must list all trans-\nactions, i.e., purchases, acquisitions, sales and hedges, made during the Class Period (May 31, 1995 through\nAugust 28, 1998) in any CUC or Cendant publicly-traded security (except PRIDES). In calculating the Loss\nAmount for each claim, a sale of a security during the Class Period will be matched first against those securi-\nties in the opening position, and then matched chronologically against each purchase or acquisition of that\nsecurity made during the Class Period. For this reason, among others, claimants must supply all of the docu-\nmentation required by the Proof of Claim form.\n C. EFFECT OF STOCK SPLITS DURING THE CLASS PERIOD\n Loss Amounts for CUC common stock will be adjusted to reflect the effect of the three-for-two stock splits\nthat became effective on July 3, 1995 and October 22, 1996. Each CUC share purchased prior to July 3, 1995\nwill be considered to be 2.25 shares for the purpose of computing Loss Amounts. Each CUC share purchased\nor acquired after July 2, 1995 and prior to October 22, 1996 will be considered to be 1.5 shares for the purpose\nof computing Loss Amounts. No such adjustment will be made for shares purchased or acquired on or after\nOctober 22, 1996.\n\nIII. BASIS FOR CALCULATION OF LOSS AMOUNT\n Loss Amounts are based on the level of artificial inflation in the prices of each CUC and Cendant publicly-\ntraded security, as determined by plaintiffs\u2019 damages expert, Forensic Economics, Inc. Those Loss Amounts will\nbe reduced dollar-for-dollar to the extent that (i) shares of CUC or Cendant common stock were purchased or\nacquired at a price below the lowest trading price for CUC or Cendant common stock reported by the New York\nStock Exchange on the date during the Class Period on which the purchase or acquisition was made (e.g., in a\n\n 1\n\f Case: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 11 of 25 PageID #:508\n\n\nprivate sale or at a discounted price), or (ii) shares of CUC or Cendant common stock were sold at a price above\nthe highest trading price for CUC or Cendant common stock reported by the New York Stock Exchange on the\ndate during the Class Period on which the sale was made.\n\n A. COMMON STOCK AND PUBLICLY-TRADED NOTES\n\n Plaintiffs\u2019 damages expert, Forensic Economics, Inc., calculated the reasonable percentage of artificial\ninflation in the daily closing market prices for Cendant or CUC common stock and for publicly-traded notes for\neach day in the Class Period, that, in its opinion, was attributable to the alleged wrongdoing. Plaintiffs\u2019 expert\nanalyzed the market price reaction to public disclosures that revealed or described the alleged misrepresentations\nor their effects. Forensic Economics measured the percentage price decline associated with each particular dis-\nclosure, adjusted that price reaction to eliminate the effects, if any, attributable to general market or industry\nconditions, and then used standard statistical techniques to ensure that the price reaction was statistically signifi-\ncant (i.e., greater than the normal variation in the security price). Plaintiffs\u2019 expert, thus, isolated the price effect\nthat it reasonably believed was caused by the fraud.\n\n By accumulating the total isolated market reaction attributable to each public disclosure of the fraud, plain-\ntiffs\u2019 damages expert determined, in its expert opinion, the reasonable amount of total artificial inflation in the\nmarket price of CUC or Cendant common stock and in the price of publicly-traded notes, expressed as a per-\ncentage of each publicly-traded security\u2019s closing market price as of April 15, 1998, the date of the first public\ndisclosure of the fraud. There were twelve materially false and misleading quarterly earnings disclosures made\nduring the period from May 31, 1995, the first day of the Class Period, through April 15, 1998. Accordingly,\nForensic Economics allocated the total artificial inflation as of April 15, 1998 to each quarterly period before\nApril 15, 1998 in direct proportion to the relationship that each such period\u2019s earnings overstatement bore to the\ntotal amount of earnings overstatement in CUC\u2019s and Cendant\u2019s SEC filings and other public earnings releases.\nThe Company overstated each quarter\u2019s earnings throughout that entire period; accordingly, the cumulative\namount of earnings overstatement grew for each succeeding quarter, which caused the estimated percentage of\nartificial inflation included in the closing market price to increase proportionately with each quarterly earnings\nannouncement. Plaintiffs\u2019 damages expert applied the same percentage of artificial inflation to each day within\neach quarterly period prior to April 15, 1998.\n\n Forensic Economics determined the reasonable amount of total artificial inflation for the periods from\nApril 16, 1998 through July 14, 1998 and from July 15, 1998 through August 28, 1998, the last day of the Class\nPeriod, by reducing the total amount of artificial inflation as of April 15, 1998 (expressed as a percentage of\nclosing market price) by the amount of inflation that Forensic Economics determined, in its expert opinion, was\nreasonably attributable to the disclosures made on April 15, 1998 and July 14, 1998. This calculation eliminates\nfrom the total artificial inflation for each of these two post-April 15, 1998 periods the amount of inflation attrib-\nutable solely to each earlier public announcement of the fraud. The percentage of artificial inflation in the clos-\ning market price calculated for the two post-April 15, 1998 periods was then applied to the closing market prices\nfor each day within those periods.\n\n For shares of Cendant common stock acquired in exchange for shares of HFS common stock in connection\nwith the CUC/HFS merger, Loss Amounts are the greater of those described here or as calculated under the\nstatutory method for calculating damages set forth in Section 11 of the Securities Act of 1933.\n\n B. CALL OPTIONS\n\n The Loss Amount for each call option was computed using the Black-Scholes option valuation formula.\nThat formula considers such factors as an option\u2019s strike price, the market price volatility of the associated com-\nmon stock, market interest rates, and the time until an option\u2019s expiration. In this case, the formula was applied\nto the market price of Cendant common stock both with and without artificial inflation caused by the alleged\nwrongdoing. The Black-Scholes formula is the recognized standard for valuing stock options.\n\n\n\n\n 2\n\f Case: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 12 of 25 PageID #:509\n\n\nIV. SPECIFIC LOSS AMOUNTS\n Specific Loss Amounts will be calculated as follows:\n A. PURCHASES OR ACQUISITIONS OF COMMON STOCK\n\n 1. Shares of CUC or Cendant Common Stock Purchased or Acquired During the Period From\n May 31, 1995 Through August 28, 1998:\n a. And that were still held as of August 28, 1998: For each share of CUC or Cendant common\n stock that was purchased or acquired during the period from May 31, 1995 through August 28, 1998,\n and that was still held on August 28, 1998, the Loss Amount is the amount indicated in Table A for\n the date that share was purchased or acquired.\n b. And that were sold during the period from April 16, 1998 through August 28, 1998: For\n each share of Cendant or CUC common stock that was purchased or acquired during the period from\n May 31, 1995 through August 28, 1998, and that was sold during the period from April 16, 1998\n through August 28, 1998, the Loss Amount is the lesser of: (i) the amount by which the purchase or\n acquisition price per share exceeded the sale price per share; and (ii) the amount by which the Loss\n Amount per share on the date of purchase or acquisition exceeds the Loss Amount per share on the\n date of sale, each as set forth in Table A.\n c. And were sold during the period from May 31, 1995 through April 15, 1998: For each share\n of Cendant or CUC common stock that was purchased or acquired during the period from May 31,\n 1995 through April 15, 1998, and that was sold during the period from May 31, 1995 through April\n 15, 1998, please refer to Section IV.E of this Plan of Allocation.\n\n B. SHARES OF CUC OR CENDANT COMMON STOCK RECEIVED IN EXCHANGE FOR THE COMMON STOCK\n OF ACQUIRED COMPANIES\n\n During the Class Period, CUC and Cendant acquired a number of companies by exchanging CUC and Cen-\ndant common stock for the common stock held by shareholders of the acquired companies. One example is the\nmerger of CUC and HFS, through which Cendant was formed, which became effective on December 17, 1997.\nOther examples are the acquisitions of Getko Group, Inc., North American Outdoor Group, Inc., and Advanced\nRoss Corp. in 1995; Davidson Associates, Inc., Sierra On-Line, Inc., Ideon Group, Inc., Kevlin Services, Inc.,\nand Dine-A-Mate, Inc. in 1996; and Flextel Communications, Inc., Knowledge Adventure, Inc., NUMA Corp.\nand Hebdo Mag International, Inc. in 1997. This paragraph explains the manner in which Loss Amounts are cal-\nculated for shares of CUC and Cendant common stock acquired in connection with these and other business\ncombinations.\n\n 1. Shares of Cendant Common Stock Acquired in Exchange for HFS Common Stock in Connec-\n tion with the CUC/HFS Merger:\n\n a. And that were still held as of August 28, 1998: For each share of Cendant common stock\n received in exchange for shares of HFS common stock in connection with the CUC/HFS merger, and\n which was still held as of August 28, 1998, the Loss Amount is $15.31.\n\n b. And that were sold during the period from April 16, 1998 through August 28, 1998: For\n each share of Cendant common stock acquired in exchange for shares of HFS common stock in con-\n nection with the CUC/HFS merger, and which was sold during the period from April 16, 1998 through\n August 28, 1998, the Loss Amount is the greater of (i) the amount by which the acquisition price per\n share ($32.13) exceeded the sale price per share, but not to exceed $13.07; and (ii) the amount by\n which the Loss Amount per share at the date of acquisition ($15.31) exceeded the Loss Amount per\n share on the date of sale, as set forth in Table A.\n\n c. And that were sold prior to April 15, 1998: For each share of Cendant common stock that\n was received in exchange for shares of HFS common stock in connection with the CUC/HFS merger,\n and which was sold prior to April 15, 1998, please refer to Section IV.E of this Plan of Allocation.\n\n 3\n\f Case: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 13 of 25 PageID #:510\n\n\n 2. Shares of CUC or Cendant Common Stock Acquired in Exchange for the Common Stock of\n Acquired Companies (other than HFS):\n a. And that were still held as of August 28, 1998: For each share of CUC or Cendant common\n stock received in exchange for the common stock of companies (other than HFS) acquired by CUC or\n Cendant during the Class Period, and which was still held on August 28, 1998, the Loss Amount, based\n on the effective date of the business combination as a result of which such CUC or Cendant share was\n acquired, is set forth above in Section IV.A, paragraph 1.a of this Plan of Allocation.\n b. And that were sold during the period from April 16, 1998 through August 28, 1998: For\n each share of CUC or Cendant common stock acquired in exchange for the common stock of compa-\n nies (other than HFS) acquired by CUC or Cendant during the Class Period, and which was sold dur-\n ing the period from April 16, 1998 through August 28, 1998, the Loss Amount is determined as\n described above in Section IV.A, paragraph 1.b of this Plan of Allocation.\n c. And that were sold prior to April 15, 1998: For each share of CUC or Cendant common stock\n acquired in exchange for the common stock of companies (other than HFS) acquired by CUC or Cen-\n dant during the Class Period, and which was sold prior to April 15, 1998, please refer to Section IV.E\n of this Plan of Allocation.\n C. PURCHASES OR ACQUISITIONS OF NOTES\n 1. 57\u20448% Senior Notes due December 15, 1998\n For Cendant 57\u20448% Senior Notes due December 15, 1998, which were originally issued by HFS and became\nCendant notes upon the merger of HFS with CUC, plaintiffs\u2019 damages expert determined that, throughout the\nClass Period, there was no artificial inflation. Accordingly, the Loss Amount is $0.\n 2. 3% Convertible Subordinated Notes due February 15, 2002\n For CUC (Cendant) 3% Convertible Subordinated Notes due 2002 (the \u201c3% Notes\u201d) that were purchased\nor acquired during the period from September 19, 1997 (the first day on which the 3% Notes could be publicly-\ntraded) through April 15, 1998:\n a. And that were still held on August 28, 1998: For 3% Notes that were purchased or acquired\n during the period from September 19, 1997 through August 28, 1998, and were still held on\n August 28, 1998, the Loss Amount per $100 face value of each note is the amount corresponding to\n the date of purchase as set forth in Table B.\n b. And that were sold during the period from April 16, 1998 through August 28, 1998: For\n 3% Notes that were purchased or acquired during the period from September 19, 1997 through\n August 28, 1998, and were sold during the period from April 16, 1998 through August 28, 1998, the\n Loss Amount per $100 face value of each note is the lesser of: (i) the amount by which the purchase\n or acquisition price per note exceeded the sale price per note, and (ii) the amount by which the Loss\n Amount per note at the date of purchase or acquisition exceeded the Loss Amount per note at the date\n of sale, each as set forth in Table B.\n c. And that were sold during the period from September 19, 1997 through April 15, 1998:\n For 3% Notes that were purchased or acquired during the period from September 19, 1997 through\n April 15, 1998, and were sold during the period from September 19, 1997 through April 15, 1998,\n please refer to Section IV.E of this Plan of Allocation.\n 3. 43\u20444% Convertible Senior Notes due March 1, 2003\n Cendant 43\u20444% Convertible Senior Notes due March 1, 2003 (the \u201c43\u20444% Notes\u201d) were originally issued by\nHFS, and became Cendant notes upon the merger of HFS with CUC, which merger became effective on Decem-\nber 17, 1997. The acquisition price per note for all 43\u20444% Notes held on December 17, 1997 is $129.49. The\n43\u20444% Notes were convertible into shares of Cendant common stock at the option of the holder at a conversion\nrate set forth in the note agreement. On May 4, 1998, Cendant redeemed all outstanding 43\u20444% Notes at the con-\ntract price provided in the note agreement. For purposes of this Plan of Allocation, any conversion of\n\n 4\n\f Case: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 14 of 25 PageID #:511\n\n\n43\u20444% Notes into shares of Cendant common stock shall constitute an acquisition of Cendant common stock on\nthe date each such Note was converted into shares of Cendant common stock, and the Loss Amount for shares\nacquired in connection with any conversion will be determined as set forth in Section IV.A of this Plan of Allo-\ncation.\n a. 43\u20444% Notes that were purchased or acquired during the period from December 17, 1997\n through May 4, 1998:\n (1) And that were sold, converted or redeemed during the period from April 16, 1998\n through May 4, 1998: For all 43\u20444% Notes that were purchased or acquired during the period\n from December 17, 1997 through April 15, 1998, and were sold, converted or redeemed during\n the period from April 16, 1998 through May 4, 1998, the Loss Amount per $100 face value of\n each note is the lesser of: (i) the amount by which the purchase or acquisition price per note\n exceeded the price per note at the date of sale, conversion or redemption; and (ii) the amount by\n which Loss Amount per note at the date of purchase or acquisition exceeded the Loss Amount\n per note at the date of sale, conversion or redemption, as set forth in Table C.\n (2) And that were sold or redeemed during the period from December 17, 1997 through\n April 15, 1998: For all 43\u20444% Notes that were purchased or acquired during the period from\n December 17, 1997 through April 15, 1998, and were sold or redeemed during the period from\n December 17, 1997 through April 15, 1998, please refer to Section IV.E of this Plan of Alloca-\n tion.\n (3) And were converted during the period from December 17, 1997 through April 15,\n 1998: For all 43\u20444% Notes that were purchased or acquired during the period from December 17,\n 1997 through April 15, 1998, and were converted during the period from December 17, 1997\n through April 15, 1998, please refer to Section IV.A of this Plan of Allocation to determine the\n Loss Amount for each share of common stock acquired.\n D. PURCHASERS OF CENDANT CALL OPTIONS\n Please Note: All Class Members who submit a claim in connection with the purchase of a Cendant call\noption must submit with their claim documentation of all of their transactions in Cendant common stock.\n For Cendant call options, only those Class Members who purchased call options during the Class Period,\nfor which the expiration dates on such options occurred after April 15, 1998, and did not sell such options before\nApril 16, 1998, have a Loss Amount. For purchasers of Cendant call options that expired during the period from\nApril 16, 1998 through August 28, 1998, the Loss Amount per option contract is set forth in Table D, depend-\ning on the dates each call option contract was purchased and expired. For call option contracts that were sold\nduring the period from April 16, 1998 through August 28, 1998, the Loss Amount is the lesser of: (i) the amount\nby which the purchase price per option contract exceeded the sale price per option contract, and (ii) the Loss\nAmount per option contract, as set forth in Table D, depending on the dates on which each option contract was\npurchased and sold.\n For all CUC or Cendant call options purchased and either sold or expired prior to April 15, 1998, please\nrefer to Section IV.E of this Plan of Allocation. For each publicly-traded Cendant call option that was purchased\nor acquired during the period from April 16, 1998 through July 14, 1998, and also sold during that same period;\nor that was purchased or acquired during the period from July 15, 1998 through August 28, 1998, and also sold\nduring that same period, the Loss Amount is $0, because plaintiffs\u2019 damages expert determined that the amount\nof artificial inflation included in the purchase or acquisition price of such options was not significantly different\nthan the amount of artificial inflation included in the sale price of such options.\n E. LOSS AMOUNTS FOR PUBLICLY-TRADED SECURITIES PURCHASED OR ACQUIRED DURING THE\n PERIOD FROM MAY 31, 1995 THROUGH APRIL 15, 1998, THAT ALSO WERE SOLD DURING THE SAME\n PERIOD\n For each publicly-traded CUC or Cendant security, as identified above, that was either purchased or\nacquired during the period from May 31, 1995 through April 15, 1998, and also sold during that same period,\n\n 5\n\f Case: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 15 of 25 PageID #:512\n\n\nthe Loss Amount is $0, because (i) both the purchase or acquisition, on the one hand, and the sale, on the other,\noccurred before any adverse information about CUC\u2019s and Cendant\u2019s fraudulent scheme was publicly disclosed;\nand (ii) the percentage of artificial inflation in the closing market price, as determined by plaintiffs\u2019 damages\nexpert, increased throughout the period from May 31, 1995 through April 15, 1998.\n\nV. ALLOCATION OF THE NET SETTLEMENT FUND\n A. COMPOSITION OF NET SETTLEMENT FUND\n The Net Settlement Fund will be divided into two parts: The amount paid by Cendant (the \u201cCendant Settle-\nment Fund\u201d) and the amount paid by E&Y (the \u201cE&Y Settlement Fund\u201d).\n 1. In connection with E&Y\u2019s motion to dismiss the Complaint, the District Court found as a matter of\n law that, because E&Y made no public statements after April 15, 1998, and because the public was warned\n by Cendant on April 15, 1998 that E&Y\u2019s previously issued auditors\u2019 reports on CUC\u2019s and CMS\u2019s finan-\n cial statements could no longer be relied upon, E&Y has, and can have, no liability for purchases of Cen-\n dant publicly-traded securities made after April 15, 1998.\n 2. Lead Plaintiffs and Lead Counsel have determined that it would be extremely difficult to prevail on\n appeal on claims against E&Y made on behalf of those Class Members who purchased Cendant securities\n after April 15, 1998. This is because it is unlikely that Lead Plaintiffs would be able to show E&Y\u2019s liabil-\n ity after April 15, 1998 in the absence of any public statement by E&Y after that date and in view of Cen-\n dant\u2019s public warning on April 15, 1998 that E&Y\u2019s previously issued auditors\u2019 reports could no longer be\n relied upon.\n 3. Therefore, the Net Settlement Fund will be allocated as follows:\n a. The E&Y Settlement Fund will be allocated only to settle the claims of Class Members who\n have incurred a Loss Amount as a result of the purchase or acquisition of CUC or Cendant publicly-\n traded securities made during the period from May 31, 1995 through April 15, 1998.\n b. The Cendant Settlement Fund will be allocated to settle the claims of Class Members who have\n incurred a Loss Amount as a result of the purchase or acquisition of CUC or Cendant publicly-traded\n securities made between and including May 31, 1995 and August 28, 1998.\n c. In the event that the sum total of Loss Amounts of all Authorized Claimants who are entitled\n to receive payment out of the Cendant Settlement Fund is greater than or equal to the Cendant Settle-\n ment Fund, each such Authorized Claimant shall receive a pro rata share of the Cendant Settlement\n Fund, which shall be the Authorized Claimant\u2019s Loss Amount divided by the total of all Loss Amounts\n to be paid from the Cendant Settlement Fund, multiplied by the total amount of the Cendant Settle-\n ment Fund.\n d. If the Cendant Settlement Fund exceeds the sum total amount of the Loss Amounts of all\n Authorized Claimants entitled to receive payment out of the Cendant Settlement Fund, the excess\n amount in the Cendant Settlement Fund shall be distributed pro rata to all Authorized Claimants.\n e. In the event that the sum total of Loss Amounts of all Authorized Claimants who are entitled\n to receive payment out of the E&Y Settlement Fund is greater than or equal to the E&Y Settlement\n Fund, each such Authorized Claimant shall receive a pro rata share of the E&Y Settlement Fund,\n which shall be the Authorized Claimant\u2019s Loss Amount divided by the total of all Loss Amounts to be\n paid from the E&Y Settlement Fund, multiplied by the total amount in the E&Y Settlement Fund.\n f. If the E&Y Settlement Fund exceeds the sum total amount of the Loss Amounts of all Autho-\n rized Claimants entitled to receive payment out of the E&Y Settlement Fund, the excess amount in the\n E&Y Settlement Fund shall be distributed pro rata to all such Authorized Claimants.\n B. MULTIPLE TRANSACTIONS\n For Class Members who made multiple purchases, acquisitions or sales during the Class Period, the earli-\nest subsequent sale shall be matched with the earliest purchase and chronologically thereafter for purposes of\nthe Claim calculations.\n\n 6\n\f Case: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 16 of 25 PageID #:513\n\n\n PLEASE NOTE: ALL PROFITS SHALL BE SUBTRACTED FROM ALL LOSSES ON ALL TRANSAC-\nTIONS OF CUC AND CENDANT PUBLICLY-TRADED SECURITIES DURING THE CLASS PERIOD TO\nDETERMINE THE NET CLAIM OF EACH CLASS MEMBER. IF A CLASS MEMBER MADE A NET\nPROFIT, THE VALUE OF HIS, HER OR ITS CLAIM SHALL BE ZERO.\n C. ACQUISITION BY GIFT, INHERITANCE OR OPERATION OF LAW\n If an Authorized Claimant acquired CUC or Cendant publicly-traded securities during the Class Period by\nmeans of a gift, inheritance or operation of law, such Authorized Claimant\u2019s Claim will be computed by using\nthe price of such CUC or Cendant publicly-traded securities on the original date of purchase and not the date of\ntransfer, unless the transfer resulted in a taxable event or other change in the cost basis of the securities. To the\nextent that those CUC or Cendant publicly-traded securities were originally purchased prior to commencement\nof the Class Period, and there was no such taxable event or change in cost basis at the time of transfer, such\nAuthorized Claimant\u2019s Claim for that acquisition shall be zero.\n\n\n\n\n 7\n\fCase: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 17 of 25 PageID #:514\n\n\n TABLE A\n Common Stock Loss Amounts\n\n Split- Split- Split- Split-\n Adjusted Adjusted Adjusted Adjusted\nTransaction Closing Loss Transaction Closing Loss Transaction Closing Loss Transaction Closing Loss\n Date Price Amount Date Price Amount Date Price Amount Date Price Amount\n05/31/1995 $16.33 $0.58 08/21/1995 $22.00 $0.79 11/09/1995 $24.75 $1.77 02/01/1996 $25.50 $2.73\n06/01/1995 $16.44 $0.59 08/22/1995 $21.92 $0.78 11/10/1995 $25.00 $1.79 02/02/1996 $24.67 $2.64\n06/02/1995 $16.33 $0.58 08/23/1995 $21.75 $0.78 11/13/1995 $25.25 $1.80 02/05/1996 $24.58 $2.64\n06/05/1995 $16.33 $0.58 08/24/1995 $22.50 $0.80 11/14/1995 $25.00 $1.79 02/06/1996 $24.75 $2.65\n06/06/1995 $16.44 $0.59 08/25/1995 $22.17 $0.79 11/15/1995 $24.67 $1.76 02/07/1996 $25.00 $2.68\n06/07/1995 $17.61 $0.63 08/28/1995 $22.33 $0.80 11/16/1995 $24.83 $1.77 02/08/1996 $25.25 $2.71\n06/08/1995 $18.00 $0.64 08/29/1995 $22.92 $1.64 11/17/1995 $24.67 $1.76 02/09/1996 $25.92 $2.78\n06/09/1995 $17.78 $0.64 08/30/1995 $22.58 $1.61 11/20/1995 $24.17 $1.73 02/12/1996 $25.75 $2.76\n06/12/1995 $17.56 $0.63 08/31/1995 $22.75 $1.63 11/21/1995 $23.92 $1.71 02/13/1996 $26.17 $2.81\n06/13/1995 $17.72 $0.63 09/01/1995 $22.67 $1.62 11/22/1995 $23.67 $1.69 02/14/1996 $26.00 $2.79\n06/14/1995 $17.61 $0.63 09/05/1995 $22.50 $1.61 11/24/1995 $23.83 $1.70 02/15/1996 $25.50 $2.73\n06/15/1995 $17.56 $0.63 09/06/1995 $22.67 $1.62 11/27/1995 $23.50 $1.68 02/16/1996 $25.00 $2.68\n06/16/1995 $17.44 $0.62 09/07/1995 $22.17 $1.58 11/28/1995 $23.17 $1.66 02/20/1996 $20.83 $2.23\n06/19/1995 $17.83 $0.64 09/08/1995 $22.00 $1.57 11/29/1995 $23.92 $2.56 02/21/1996 $21.25 $2.28\n06/20/1995 $17.94 $0.64 09/11/1995 $21.33 $1.52 11/30/1995 $25.33 $2.72 02/22/1996 $22.42 $2.40\n06/21/1995 $18.06 $0.65 09/12/1995 $21.42 $1.53 12/01/1995 $23.83 $2.55 02/23/1996 $21.75 $2.33\n06/22/1995 $18.33 $0.66 09/13/1995 $21.50 $1.54 12/04/1995 $24.67 $2.64 02/26/1996 $21.33 $2.29\n06/23/1995 $18.33 $0.66 09/14/1995 $23.00 $1.64 12/05/1995 $24.00 $2.57 02/27/1996 $20.75 $2.22\n06/26/1995 $18.67 $0.67 09/15/1995 $22.67 $1.62 12/06/1995 $23.00 $2.47 02/28/1996 $21.58 $2.31\n06/27/1995 $18.44 $0.66 09/18/1995 $22.58 $1.61 12/07/1995 $22.75 $2.44 02/29/1996 $21.75 $2.33\n06/28/1995 $18.39 $0.66 09/19/1995 $22.83 $1.63 12/08/1995 $22.67 $2.43 03/01/1996 $20.67 $2.22\n06/29/1995 $18.61 $0.67 09/20/1995 $23.25 $1.66 12/11/1995 $22.08 $2.37 03/04/1996 $20.83 $2.23\n06/30/1995 $18.72 $0.67 09/21/1995 $23.25 $1.66 12/12/1995 $21.25 $2.28 03/05/1996 $20.83 $2.23\n07/03/1995 $18.75 $0.67 09/22/1995 $23.00 $1.64 12/13/1995 $22.50 $2.41 03/06/1996 $20.67 $2.22\n07/05/1995 $19.25 $0.69 09/25/1995 $23.00 $1.64 12/14/1995 $21.08 $2.26 03/07/1996 $20.50 $2.20\n07/06/1995 $20.75 $0.74 09/26/1995 $22.50 $1.61 12/15/1995 $20.75 $2.22 03/08/1996 $19.33 $2.07\n07/07/1995 $20.00 $0.71 09/27/1995 $22.42 $1.60 12/18/1995 $20.00 $2.14 03/11/1996 $19.75 $2.12\n07/10/1995 $19.92 $0.71 09/28/1995 $23.33 $1.67 12/19/1995 $21.58 $2.31 03/12/1996 $19.75 $2.12\n07/11/1995 $20.00 $0.71 09/29/1995 $23.25 $1.66 12/20/1995 $21.92 $2.35 03/13/1996 $20.25 $2.17\n07/12/1995 $19.58 $0.70 10/02/1995 $23.67 $1.69 12/21/1995 $21.42 $2.30 03/14/1996 $20.75 $2.22\n07/13/1995 $19.58 $0.70 10/03/1995 $23.42 $1.67 12/22/1995 $21.67 $2.32 03/15/1996 $20.83 $2.23\n07/14/1995 $19.67 $0.70 10/04/1995 $23.33 $1.67 12/26/1995 $22.00 $2.36 03/18/1996 $21.25 $2.28\n07/17/1995 $19.92 $0.71 10/05/1995 $23.42 $1.67 12/27/1995 $22.42 $2.40 03/19/1996 $21.25 $3.04\n07/18/1995 $19.92 $0.71 10/06/1995 $23.33 $1.67 12/28/1995 $22.67 $2.43 03/20/1996 $21.00 $3.00\n07/19/1995 $19.25 $0.69 10/09/1995 $23.58 $1.69 12/29/1995 $22.75 $2.44 03/21/1996 $20.67 $2.95\n07/20/1995 $19.17 $0.68 10/10/1995 $23.33 $1.67 01/02/1996 $23.00 $2.47 03/22/1996 $20.33 $2.91\n07/21/1995 $19.25 $0.69 10/11/1995 $24.00 $1.72 01/03/1996 $22.58 $2.42 03/25/1996 $20.00 $2.86\n07/24/1995 $19.33 $0.69 10/12/1995 $24.25 $1.73 01/04/1996 $22.17 $2.38 03/26/1996 $19.58 $2.80\n07/25/1995 $20.17 $0.72 10/13/1995 $24.17 $1.73 01/05/1996 $21.92 $2.35 03/27/1996 $19.08 $2.73\n07/26/1995 $19.92 $0.71 10/16/1995 $23.58 $1.69 01/08/1996 $22.00 $2.36 03/28/1996 $19.08 $2.73\n07/27/1995 $20.17 $0.72 10/17/1995 $23.75 $1.70 01/09/1996 $21.33 $2.29 03/29/1996 $19.50 $2.79\n07/28/1995 $20.00 $0.71 10/18/1995 $23.42 $1.67 01/10/1996 $20.67 $2.22 04/01/1996 $19.50 $2.79\n07/31/1995 $20.08 $0.72 10/19/1995 $23.25 $1.66 01/11/1996 $21.42 $2.30 04/02/1996 $19.92 $2.85\n08/01/1995 $19.92 $0.71 10/20/1995 $22.50 $1.61 01/12/1996 $21.92 $2.35 04/03/1996 $19.75 $2.82\n08/02/1995 $20.25 $0.72 10/23/1995 $22.50 $1.61 01/15/1996 $21.33 $2.29 04/04/1996 $19.50 $2.79\n08/03/1995 $20.92 $0.75 10/24/1995 $22.50 $1.61 01/16/1996 $21.83 $2.34 04/08/1996 $19.08 $2.73\n08/04/1995 $20.67 $0.74 10/25/1995 $22.00 $1.57 01/17/1996 $22.75 $2.44 04/09/1996 $18.67 $2.67\n08/07/1995 $20.33 $0.73 10/26/1995 $22.08 $1.58 01/18/1996 $22.92 $2.46 04/10/1996 $18.83 $2.69\n08/08/1995 $20.33 $0.73 10/27/1995 $22.42 $1.60 01/19/1996 $22.92 $2.46 04/11/1996 $18.75 $2.68\n08/09/1995 $20.58 $0.74 10/30/1995 $22.92 $1.64 01/22/1996 $22.58 $2.42 04/12/1996 $19.00 $2.72\n08/10/1995 $20.75 $0.74 10/31/1995 $23.08 $1.65 01/23/1996 $23.08 $2.47 04/15/1996 $19.92 $2.85\n08/11/1995 $21.00 $0.75 11/01/1995 $24.17 $1.73 01/24/1996 $23.67 $2.54 04/16/1996 $19.67 $2.81\n08/14/1995 $20.92 $0.75 11/02/1995 $24.42 $1.75 01/25/1996 $23.75 $2.55 04/17/1996 $19.83 $2.83\n08/15/1995 $20.75 $0.74 11/03/1995 $24.00 $1.72 01/26/1996 $23.42 $2.51 04/18/1996 $20.33 $2.91\n08/16/1995 $21.75 $0.78 11/06/1995 $24.75 $1.77 01/29/1996 $23.33 $2.50 04/19/1996 $20.75 $2.97\n08/17/1995 $21.67 $0.77 11/07/1995 $24.75 $1.77 01/30/1996 $24.17 $2.59 04/22/1996 $20.50 $2.93\n08/18/1995 $22.17 $0.79 11/08/1995 $24.25 $1.73 01/31/1996 $24.58 $2.64 04/23/1996 $20.67 $2.95\n\n\n Page A-1\n\fCase: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 18 of 25 PageID #:515\n\n\n TABLE A\n Common Stock Loss Amounts\n\n Split- Split- Split- Split-\n Adjusted Adjusted Adjusted Adjusted\nTransaction Closing Loss Transaction Closing Loss Transaction Closing Loss Transaction Closing Loss\n Date Price Amount Date Price Amount Date Price Amount Date Price Amount\n04/24/1996 $20.33 $2.91 07/16/1996 $21.25 $4.25 10/04/1996 $26.75 $5.86 12/26/1996 $23.25 $5.10\n04/25/1996 $21.42 $3.06 07/17/1996 $22.58 $4.52 10/07/1996 $26.58 $5.83 12/27/1996 $23.50 $5.15\n04/26/1996 $21.67 $3.10 07/18/1996 $22.75 $4.55 10/08/1996 $26.25 $5.75 12/30/1996 $24.00 $5.26\n04/29/1996 $21.92 $3.13 07/19/1996 $22.17 $4.44 10/09/1996 $26.58 $5.83 12/31/1996 $24.25 $5.31\n04/30/1996 $22.00 $3.14 07/22/1996 $21.92 $4.39 10/10/1996 $27.00 $5.92 01/02/1997 $23.63 $5.18\n05/01/1996 $22.83 $3.26 07/23/1996 $22.33 $4.47 10/11/1996 $27.17 $5.95 01/03/1997 $24.13 $5.29\n05/02/1996 $22.17 $3.17 07/24/1996 $22.58 $4.52 10/14/1996 $26.75 $5.86 01/06/1997 $24.38 $5.34\n05/03/1996 $23.33 $3.34 07/25/1996 $23.33 $4.67 10/15/1996 $26.75 $5.86 01/07/1997 $25.00 $5.48\n05/06/1996 $23.25 $3.32 07/26/1996 $23.42 $4.69 10/16/1996 $26.08 $5.72 01/08/1997 $26.13 $5.73\n05/07/1996 $23.58 $3.37 07/29/1996 $23.17 $4.64 10/17/1996 $26.42 $5.79 01/09/1997 $26.25 $5.75\n05/08/1996 $23.67 $3.38 07/30/1996 $22.92 $4.59 10/18/1996 $25.92 $5.68 01/10/1997 $26.25 $5.75\n05/09/1996 $23.75 $3.39 07/31/1996 $23.17 $4.64 10/21/1996 $26.00 $5.70 01/13/1997 $26.63 $5.84\n05/10/1996 $23.92 $3.42 08/01/1996 $23.33 $4.67 10/22/1996 $25.38 $5.56 01/14/1997 $26.50 $5.81\n05/13/1996 $24.83 $3.55 08/02/1996 $23.83 $4.77 10/23/1996 $25.63 $5.62 01/15/1997 $26.13 $5.73\n05/14/1996 $25.08 $3.59 08/05/1996 $23.50 $4.70 10/24/1996 $25.88 $5.67 01/16/1997 $26.38 $5.78\n05/15/1996 $24.92 $3.56 08/06/1996 $23.75 $4.75 10/25/1996 $25.13 $5.51 01/17/1997 $26.25 $5.75\n05/16/1996 $25.42 $3.63 08/07/1996 $23.92 $4.79 10/28/1996 $23.75 $5.21 01/20/1997 $26.38 $5.78\n05/17/1996 $25.17 $3.60 08/08/1996 $23.50 $4.70 10/29/1996 $24.38 $5.34 01/21/1997 $26.63 $5.84\n05/20/1996 $24.92 $3.56 08/09/1996 $23.42 $4.69 10/30/1996 $24.25 $5.31 01/22/1997 $26.88 $5.89\n05/21/1996 $24.75 $3.54 08/12/1996 $22.92 $4.59 10/31/1996 $24.50 $5.37 01/23/1997 $26.50 $5.81\n05/22/1996 $24.92 $4.99 08/13/1996 $21.92 $4.39 11/01/1996 $25.25 $5.53 01/24/1997 $26.00 $5.70\n05/23/1996 $24.92 $4.99 08/14/1996 $22.50 $4.50 11/04/1996 $24.75 $5.42 01/27/1997 $25.13 $5.51\n05/24/1996 $24.75 $4.95 08/15/1996 $22.33 $4.47 11/05/1996 $25.38 $5.56 01/28/1997 $25.63 $5.62\n05/28/1996 $24.33 $4.87 08/16/1996 $23.17 $4.64 11/06/1996 $26.88 $5.89 01/29/1997 $25.25 $5.53\n05/29/1996 $23.75 $4.75 08/19/1996 $23.42 $4.69 11/07/1996 $26.00 $5.70 01/30/1997 $25.50 $5.59\n05/30/1996 $24.50 $4.90 08/20/1996 $22.67 $4.54 11/08/1996 $25.75 $5.64 01/31/1997 $24.88 $5.45\n05/31/1996 $24.67 $4.94 08/21/1996 $22.42 $4.49 11/11/1996 $25.75 $5.64 02/03/1997 $24.25 $5.31\n06/03/1996 $24.33 $4.87 08/22/1996 $23.50 $4.70 11/12/1996 $26.25 $5.75 02/04/1997 $24.25 $5.31\n06/04/1996 $24.67 $4.94 08/23/1996 $23.33 $4.67 11/13/1996 $26.00 $5.70 02/05/1997 $24.50 $5.37\n06/05/1996 $25.42 $5.09 08/26/1996 $23.33 $4.67 11/14/1996 $25.63 $5.62 02/06/1997 $23.88 $5.23\n06/06/1996 $25.33 $5.07 08/27/1996 $23.75 $4.75 11/15/1996 $24.88 $5.45 02/07/1997 $23.50 $5.15\n06/07/1996 $24.92 $4.99 08/28/1996 $23.58 $4.72 11/18/1996 $24.88 $5.45 02/10/1997 $23.50 $5.15\n06/10/1996 $25.00 $5.00 08/29/1996 $23.25 $4.65 11/19/1996 $24.50 $5.37 02/11/1997 $23.88 $5.23\n06/11/1996 $25.50 $5.10 08/30/1996 $22.92 $4.59 11/20/1996 $23.88 $5.23 02/12/1997 $23.50 $5.15\n06/12/1996 $26.25 $5.25 09/03/1996 $22.92 $4.59 11/21/1996 $24.63 $5.40 02/13/1997 $24.00 $5.26\n06/13/1996 $26.00 $5.20 09/04/1996 $23.00 $5.04 11/22/1996 $24.63 $5.40 02/14/1997 $24.25 $5.31\n06/14/1996 $25.67 $5.14 09/05/1996 $22.83 $5.00 11/25/1996 $26.25 $5.75 02/18/1997 $24.50 $5.37\n06/17/1996 $25.42 $5.09 09/06/1996 $23.50 $5.15 11/26/1996 $26.13 $5.73 02/19/1997 $24.22 $5.31\n06/18/1996 $24.33 $4.87 09/09/1996 $24.42 $5.35 11/27/1996 $25.88 $5.67 02/20/1997 $23.38 $5.12\n06/19/1996 $24.58 $4.92 09/10/1996 $24.67 $5.41 11/29/1996 $26.50 $5.81 02/21/1997 $23.63 $5.18\n06/20/1996 $24.33 $4.87 09/11/1996 $24.58 $5.39 12/02/1996 $25.75 $5.64 02/24/1997 $23.88 $5.23\n06/21/1996 $24.75 $4.95 09/12/1996 $24.67 $5.41 12/03/1996 $26.25 $5.75 02/25/1997 $25.00 $5.48\n06/24/1996 $24.67 $4.94 09/13/1996 $25.33 $5.55 12/04/1996 $25.30 $5.54 02/26/1997 $25.25 $5.53\n06/25/1996 $24.17 $4.84 09/16/1996 $25.58 $5.61 12/05/1996 $25.63 $5.62 02/27/1997 $24.25 $5.31\n06/26/1996 $23.83 $4.77 09/17/1996 $26.17 $5.73 12/06/1996 $25.13 $5.51 02/28/1997 $24.13 $5.29\n06/27/1996 $23.92 $4.79 09/18/1996 $25.50 $5.59 12/09/1996 $25.63 $5.62 03/03/1997 $23.75 $5.21\n06/28/1996 $23.67 $4.74 09/19/1996 $25.50 $5.59 12/10/1996 $24.75 $5.42 03/04/1997 $23.75 $5.21\n07/01/1996 $24.50 $4.90 09/20/1996 $25.58 $5.61 12/11/1996 $24.50 $5.37 03/05/1997 $23.63 $5.18\n07/02/1996 $24.58 $4.92 09/23/1996 $25.58 $5.61 12/12/1996 $23.88 $5.23 03/06/1997 $23.38 $5.12\n07/03/1996 $24.17 $4.84 09/24/1996 $25.42 $5.57 12/13/1996 $22.75 $4.99 03/07/1997 $23.75 $5.21\n07/05/1996 $23.25 $4.65 09/25/1996 $25.25 $5.53 12/16/1996 $22.63 $4.96 03/10/1997 $23.38 $5.12\n07/08/1996 $23.00 $4.60 09/26/1996 $26.42 $5.79 12/17/1996 $22.50 $4.93 03/11/1997 $23.50 $6.72\n07/09/1996 $23.67 $4.74 09/27/1996 $26.17 $5.73 12/18/1996 $23.88 $5.23 03/12/1997 $24.13 $6.90\n07/10/1996 $23.50 $4.70 09/30/1996 $26.58 $5.83 12/19/1996 $24.50 $5.37 03/13/1997 $24.75 $7.08\n07/11/1996 $22.33 $4.47 10/01/1996 $26.67 $5.84 12/20/1996 $23.88 $5.23 03/14/1997 $26.00 $7.43\n07/12/1996 $22.92 $4.59 10/02/1996 $27.33 $5.99 12/23/1996 $23.38 $5.12 03/17/1997 $26.13 $7.47\n07/15/1996 $22.08 $4.42 10/03/1996 $26.83 $5.88 12/24/1996 $23.13 $5.07 03/18/1997 $25.25 $7.22\n\n\n Page A-2\n\fCase: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 19 of 25 PageID #:516\n\n\n TABLE A\n Common Stock Loss Amounts\n\n Split- Split- Split- Split-\n Adjusted Adjusted Adjusted Adjusted\nTransaction Closing Loss Transaction Closing Loss Transaction Closing Loss Transaction Closing Loss\n Date Price Amount Date Price Amount Date Price Amount Date Price Amount\n03/19/1997 $24.38 $6.97 06/10/1997 $24.13 $8.51 08/29/1997 $23.69 $ 8.35 11/19/1997 $28.25 $11.84\n03/20/1997 $25.00 $7.15 06/11/1997 $25.00 $8.81 09/02/1997 $24.75 $ 8.73 11/20/1997 $29.06 $12.19\n03/21/1997 $24.88 $7.11 06/12/1997 $25.50 $8.99 09/03/1997 $25.00 $ 8.81 11/21/1997 $29.50 $12.37\n03/24/1997 $24.50 $7.00 06/13/1997 $26.13 $9.21 09/04/1997 $26.81 $11.24 11/24/1997 $29.00 $12.16\n03/25/1997 $24.63 $7.04 06/16/1997 $26.00 $9.17 09/05/1997 $27.81 $11.66 11/25/1997 $28.69 $12.03\n03/26/1997 $23.88 $6.83 06/17/1997 $26.44 $9.32 09/08/1997 $27.88 $11.69 11/26/1997 $28.75 $12.05\n03/27/1997 $23.75 $6.79 06/18/1997 $26.19 $9.23 09/09/1997 $28.00 $11.74 11/28/1997 $28.75 $12.05\n03/31/1997 $22.50 $6.43 06/19/1997 $26.75 $9.43 09/10/1997 $28.19 $11.82 12/01/1997 $30.25 $12.68\n04/01/1997 $22.75 $6.50 06/20/1997 $26.50 $9.34 09/11/1997 $28.13 $11.79 12/02/1997 $30.19 $14.38\n04/02/1997 $22.88 $6.54 06/23/1997 $25.75 $9.08 09/12/1997 $28.69 $12.03 12/03/1997 $31.06 $14.80\n04/03/1997 $22.50 $6.43 06/24/1997 $26.06 $9.19 09/15/1997 $29.00 $12.16 12/04/1997 $31.88 $15.19\n04/04/1997 $22.38 $6.40 06/25/1997 $25.94 $9.15 09/16/1997 $29.38 $12.32 12/05/1997 $31.81 $15.16\n04/07/1997 $23.50 $6.72 06/26/1997 $25.75 $9.08 09/17/1997 $29.50 $12.37 12/08/1997 $32.06 $15.28\n04/08/1997 $23.38 $6.68 06/27/1997 $25.75 $9.08 09/18/1997 $29.88 $12.53 12/09/1997 $31.75 $15.13\n04/09/1997 $23.13 $6.61 06/30/1997 $25.81 $9.10 09/19/1997 $30.19 $12.66 12/10/1997 $31.56 $15.04\n04/10/1997 $22.63 $6.47 07/01/1997 $25.56 $9.01 09/22/1997 $30.88 $12.95 12/11/1997 $30.81 $14.68\n04/11/1997 $21.88 $6.25 07/02/1997 $25.81 $9.10 09/23/1997 $31.75 $13.31 12/12/1997 $30.88 $14.71\n04/14/1997 $22.00 $6.29 07/03/1997 $26.31 $9.28 09/24/1997 $30.63 $12.84 12/15/1997 $30.56 $14.56\n04/15/1997 $22.25 $6.36 07/07/1997 $26.31 $9.28 09/25/1997 $30.56 $12.81 12/16/1997 $31.38 $14.95\n04/16/1997 $22.00 $6.29 07/08/1997 $25.50 $8.99 09/26/1997 $29.88 $12.53 12/17/1997 $32.13 $15.31\n04/17/1997 $21.13 $6.04 07/09/1997 $24.69 $8.70 09/29/1997 $30.88 $12.95 12/18/1997 $32.75 $15.60\n04/18/1997 $20.50 $5.86 07/10/1997 $24.56 $8.66 09/30/1997 $31.00 $13.00 12/19/1997 $32.69 $15.57\n04/21/1997 $20.88 $5.97 07/11/1997 $24.13 $8.51 10/01/1997 $30.81 $12.92 12/22/1997 $32.25 $15.37\n04/22/1997 $20.75 $5.93 07/14/1997 $23.75 $8.37 10/02/1997 $31.69 $13.29 12/23/1997 $32.13 $15.31\n04/23/1997 $20.88 $5.97 07/15/1997 $24.44 $8.62 10/03/1997 $30.56 $12.81 12/24/1997 $31.38 $14.95\n04/24/1997 $20.38 $5.82 07/16/1997 $24.81 $8.75 10/06/1997 $30.69 $12.87 12/26/1997 $31.31 $14.92\n04/25/1997 $20.00 $5.72 07/17/1997 $24.31 $8.57 10/07/1997 $30.75 $12.89 12/29/1997 $32.44 $15.46\n04/28/1997 $20.13 $5.75 07/18/1997 $23.88 $8.42 10/08/1997 $30.13 $12.63 12/30/1997 $33.69 $16.05\n04/29/1997 $20.75 $5.93 07/21/1997 $24.00 $8.46 10/09/1997 $30.19 $12.66 12/31/1997 $34.38 $16.38\n04/30/1997 $21.13 $6.04 07/22/1997 $24.50 $8.64 10/10/1997 $30.38 $12.74 01/02/1998 $33.94 $16.17\n05/01/1997 $23.00 $6.58 07/23/1997 $24.00 $8.46 10/13/1997 $30.19 $12.66 01/05/1998 $33.44 $15.93\n05/02/1997 $23.38 $6.68 07/24/1997 $24.19 $8.53 10/14/1997 $30.44 $12.76 01/06/1998 $33.69 $16.05\n05/05/1997 $24.38 $6.97 07/25/1997 $24.19 $8.53 10/15/1997 $30.00 $12.58 01/07/1998 $34.44 $16.41\n05/06/1997 $24.13 $6.90 07/28/1997 $24.25 $8.55 10/16/1997 $29.63 $12.42 01/08/1998 $34.25 $16.32\n05/07/1997 $23.75 $6.79 07/29/1997 $24.31 $8.57 10/17/1997 $29.06 $12.19 01/09/1998 $33.44 $15.93\n05/08/1997 $23.88 $6.83 07/30/1997 $24.50 $8.64 10/20/1997 $29.00 $12.16 01/12/1998 $32.44 $15.46\n05/09/1997 $23.75 $6.79 07/31/1997 $24.63 $8.68 10/21/1997 $29.88 $12.53 01/13/1998 $34.44 $16.41\n05/12/1997 $24.00 $6.86 08/01/1997 $24.44 $8.62 10/22/1997 $30.00 $12.58 01/14/1998 $33.56 $15.99\n05/13/1997 $23.63 $6.75 08/04/1997 $24.19 $8.53 10/23/1997 $29.88 $12.53 01/15/1998 $33.44 $15.93\n05/14/1997 $23.63 $6.75 08/05/1997 $25.44 $8.97 10/24/1997 $29.56 $12.40 01/16/1998 $34.00 $16.20\n05/15/1997 $23.88 $6.83 08/06/1997 $25.50 $8.99 10/27/1997 $26.94 $11.29 01/20/1998 $34.88 $16.62\n05/16/1997 $23.88 $6.83 08/07/1997 $25.50 $8.99 10/28/1997 $28.69 $12.03 01/21/1998 $34.81 $16.59\n05/19/1997 $23.50 $6.72 08/08/1997 $25.88 $9.12 10/29/1997 $29.13 $12.21 01/22/1998 $35.44 $16.88\n05/20/1997 $24.00 $6.86 08/11/1997 $26.19 $9.23 10/30/1997 $28.94 $12.13 01/23/1998 $34.69 $16.53\n05/21/1997 $24.63 $7.04 08/12/1997 $26.75 $9.43 10/31/1997 $29.56 $12.40 01/26/1998 $34.31 $16.35\n05/22/1997 $23.63 $6.75 08/13/1997 $26.38 $9.30 11/03/1997 $30.25 $12.68 01/27/1998 $33.44 $15.93\n05/23/1997 $25.13 $7.18 08/14/1997 $26.38 $9.30 11/04/1997 $29.94 $12.55 01/28/1998 $33.31 $15.87\n05/27/1997 $25.00 $7.15 08/15/1997 $25.00 $8.81 11/05/1997 $29.69 $12.45 01/29/1998 $33.69 $16.05\n05/28/1997 $23.25 $8.20 08/18/1997 $26.00 $9.17 11/06/1997 $29.19 $12.24 01/30/1998 $33.88 $16.14\n05/29/1997 $22.88 $8.07 08/19/1997 $25.56 $9.01 11/07/1997 $28.44 $11.92 02/02/1998 $35.06 $16.71\n05/30/1997 $23.00 $8.11 08/20/1997 $25.38 $8.95 11/10/1997 $28.13 $11.79 02/03/1998 $36.44 $17.36\n06/02/1997 $22.63 $7.98 08/21/1997 $25.19 $8.88 11/11/1997 $27.94 $11.71 02/04/1998 $37.50 $21.80\n06/03/1997 $22.00 $7.76 08/22/1997 $25.38 $8.95 11/12/1997 $27.38 $11.48 02/05/1998 $35.56 $20.67\n06/04/1997 $22.50 $7.93 08/25/1997 $25.13 $8.86 11/13/1997 $27.44 $11.50 02/06/1998 $36.38 $21.14\n06/05/1997 $22.38 $7.89 08/26/1997 $24.75 $8.73 11/14/1997 $28.56 $11.98 02/09/1998 $35.75 $20.78\n06/06/1997 $23.13 $8.15 08/27/1997 $24.38 $8.59 11/17/1997 $29.06 $12.19 02/10/1998 $36.38 $21.14\n06/09/1997 $23.63 $8.33 08/28/1997 $24.06 $8.48 11/18/1997 $28.31 $11.87 02/11/1998 $35.88 $20.85\n\n\n Page A-3\n\fCase: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 20 of 25 PageID #:517\n\n\n TABLE A\n Common Stock Loss Amounts\n\n Split- Split- Split- Split-\n Adjusted Adjusted Adjusted Adjusted\nTransaction Closing Loss Transaction Closing Loss Transaction Closing Loss Transaction Closing Loss\n Date Price Amount Date Price Amount Date Price Amount Date Price Amount\n02/12/1998 $36.50 $21.22 04/03/1998 $40.81 $23.72 05/26/1998 $21.75 $7.89 07/15/1998 $15.69 $1.51\n02/13/1998 $36.50 $21.22 04/06/1998 $41.38 $24.05 05/27/1998 $21.56 $7.82 07/16/1998 $14.63 $1.41\n02/17/1998 $36.44 $21.18 04/07/1998 $39.38 $22.89 05/28/1998 $21.38 $7.75 07/17/1998 $15.50 $1.49\n02/18/1998 $36.69 $21.33 04/08/1998 $39.06 $22.71 05/29/1998 $21.75 $7.89 07/20/1998 $16.94 $1.63\n02/19/1998 $36.06 $20.96 04/09/1998 $37.00 $21.51 06/01/1998 $22.38 $8.12 07/21/1998 $17.50 $1.68\n02/20/1998 $37.75 $21.94 04/13/1998 $36.50 $21.22 06/02/1998 $21.63 $7.84 07/22/1998 $16.81 $1.62\n02/23/1998 $37.19 $21.62 04/14/1998 $36.63 $21.29 06/03/1998 $21.31 $7.73 07/23/1998 $16.06 $1.54\n02/24/1998 $37.00 $21.51 04/15/1998 $35.63 $20.71 06/04/1998 $20.94 $7.60 07/24/1998 $15.13 $1.45\n02/25/1998 $37.69 $21.91 04/16/1998 $19.06 $ 4.29 06/05/1998 $21.00 $7.62 07/27/1998 $15.75 $1.51\n02/26/1998 $38.50 $22.38 04/17/1998 $21.19 $ 6.23 06/08/1998 $20.56 $7.46 07/28/1998 $17.00 $1.63\n02/27/1998 $37.50 $21.80 04/20/1998 $23.50 $ 8.52 06/09/1998 $21.75 $7.89 07/29/1998 $18.38 $1.77\n03/02/1998 $37.25 $21.65 04/21/1998 $23.81 $ 8.64 06/10/1998 $21.13 $7.66 07/30/1998 $17.81 $1.71\n03/03/1998 $37.44 $21.76 04/22/1998 $22.25 $ 8.07 06/11/1998 $20.56 $7.46 07/31/1998 $17.31 $1.66\n03/04/1998 $37.19 $21.62 04/23/1998 $21.13 $ 7.66 06/12/1998 $20.13 $7.30 08/03/1998 $15.88 $1.53\n03/05/1998 $37.88 $22.02 04/24/1998 $22.00 $ 7.98 06/15/1998 $19.19 $6.96 08/04/1998 $15.31 $1.47\n03/06/1998 $39.00 $22.67 04/27/1998 $23.31 $ 8.46 06/16/1998 $19.63 $7.12 08/05/1998 $15.44 $1.48\n03/09/1998 $39.00 $22.67 04/28/1998 $24.38 $ 8.84 06/17/1998 $18.56 $6.73 08/06/1998 $15.38 $1.48\n03/10/1998 $39.56 $23.00 04/29/1998 $25.25 $ 9.16 06/18/1998 $19.13 $6.94 08/07/1998 $15.06 $1.45\n03/11/1998 $39.69 $23.07 04/30/1998 $25.06 $ 9.09 06/19/1998 $19.81 $7.19 08/10/1998 $14.94 $1.44\n03/12/1998 $40.94 $23.80 05/01/1998 $24.69 $ 8.96 06/22/1998 $20.69 $7.50 08/11/1998 $14.13 $1.36\n03/13/1998 $40.81 $23.72 05/04/1998 $25.50 $ 9.25 06/23/1998 $21.63 $7.84 08/12/1998 $16.13 $1.55\n03/16/1998 $40.63 $23.61 05/05/1998 $24.56 $ 8.91 06/24/1998 $21.63 $7.84 08/13/1998 $16.50 $1.59\n03/17/1998 $40.69 $23.65 05/06/1998 $24.13 $ 8.75 06/25/1998 $21.50 $7.80 08/14/1998 $17.06 $1.64\n03/18/1998 $40.69 $23.65 05/07/1998 $23.50 $ 8.52 06/26/1998 $21.44 $7.78 08/17/1998 $16.63 $1.60\n03/19/1998 $39.81 $23.14 05/08/1998 $24.00 $ 8.71 06/29/1998 $20.94 $7.60 08/18/1998 $16.94 $1.63\n03/20/1998 $40.00 $23.25 05/11/1998 $23.56 $ 8.55 06/30/1998 $20.50 $7.44 08/19/1998 $16.25 $1.56\n03/23/1998 $39.13 $22.74 05/12/1998 $24.19 $ 8.77 07/01/1998 $21.50 $7.80 08/20/1998 $16.50 $1.59\n03/24/1998 $41.00 $23.83 05/13/1998 $24.56 $ 8.91 07/02/1998 $21.56 $7.82 08/21/1998 $15.75 $1.51\n03/25/1998 $40.63 $23.61 05/14/1998 $25.25 $ 9.16 07/06/1998 $22.25 $8.07 08/24/1998 $15.81 $1.52\n03/26/1998 $40.06 $23.29 05/15/1998 $24.06 $ 8.73 07/07/1998 $22.44 $8.14 08/25/1998 $15.31 $1.47\n03/27/1998 $39.06 $22.71 05/18/1998 $23.00 $ 8.34 07/08/1998 $22.31 $8.09 08/26/1998 $14.56 $1.40\n03/30/1998 $39.31 $22.85 05/19/1998 $22.38 $ 8.12 07/09/1998 $22.19 $8.05 08/27/1998 $13.38 $0.72\n03/31/1998 $39.75 $23.11 05/20/1998 $21.75 $ 7.89 07/10/1998 $22.00 $7.98 08/28/1998 $13.19 $0.71\n04/01/1998 $40.25 $23.40 05/21/1998 $22.44 $ 8.14 07/13/1998 $18.88 $4.84\n04/02/1998 $40.19 $23.36 05/22/1998 $22.44 $ 8.14 07/14/1998 $15.69 $1.51\n\n\n\n\n Page A-4\n\fCase: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 21 of 25 PageID #:518\n\n\n TABLE B\n 3% Notes Loss Amounts\n\nTransaction Closing Loss Transaction Closing Loss Transaction Closing Loss Transaction Closing Loss\n Date Price Amount Date Price Amount Date Price Amount Date Price Amount\n 09/19/97 $114.25 $28.62 12/12/97 $117.65 $33.49 03/12/98 $142.32 $49.42 06/08/98 $ 97.78 $12.41\n 09/22/97 $115.70 $28.98 12/15/97 $117.65 $33.49 03/13/98 $142.31 $49.42 06/09/98 $ 98.75 $12.54\n 09/23/97 $115.70 $28.98 12/16/97 $118.56 $33.74 03/16/98 $142.06 $49.33 06/10/98 $ 99.06 $12.58\n 09/24/97 $115.70 $28.98 12/17/97 $118.56 $33.74 03/17/98 $141.53 $49.15 06/11/98 $ 98.69 $12.53\n 09/25/97 $115.70 $28.98 12/18/97 $120.13 $34.19 03/18/98 $141.53 $49.15 06/12/98 $ 97.22 $12.34\n 09/26/97 $115.70 $28.98 12/19/97 $120.13 $34.19 03/19/98 $140.38 $48.75 06/15/98 $ 96.31 $12.23\n 09/29/97 $114.52 $28.68 12/22/97 $121.38 $34.55 03/20/98 $139.38 $48.40 06/16/98 $ 95.91 $12.18\n 09/30/97 $114.52 $28.68 12/23/97 $120.96 $34.43 03/23/98 $137.63 $47.79 06/17/98 $ 95.75 $12.16\n 10/01/97 $116.11 $29.08 12/24/97 $120.96 $34.43 03/24/98 $142.75 $49.57 06/18/98 $ 95.22 $12.09\n 10/02/97 $117.63 $29.46 12/26/97 $120.96 $34.43 03/25/98 $141.91 $49.28 06/19/98 $ 96.09 $12.20\n 10/03/97 $117.63 $29.46 12/29/97 $120.96 $34.43 03/26/98 $141.31 $49.07 06/22/98 $ 97.16 $12.34\n 10/06/97 $117.63 $29.46 12/30/97 $120.96 $34.43 03/27/98 $140.03 $48.62 06/23/98 $ 98.97 $12.57\n 10/07/97 $116.00 $29.05 01/02/98 $120.96 $34.43 03/30/98 $138.19 $47.99 06/24/98 $ 98.97 $12.57\n 10/08/97 $116.00 $29.05 01/05/98 $120.96 $34.43 04/01/98 $139.69 $48.51 06/25/98 $ 98.75 $12.54\n 10/09/97 $114.90 $28.78 01/06/98 $120.96 $34.43 04/02/98 $141.13 $49.01 06/26/98 $ 98.66 $12.53\n 10/10/97 $114.81 $28.76 01/07/98 $120.96 $34.43 04/03/98 $141.91 $49.28 06/29/98 $ 98.34 $12.49\n 10/13/97 $114.50 $28.68 01/08/98 $120.96 $34.43 04/06/98 $143.38 $49.79 06/30/98 $ 97.63 $12.40\n 10/14/97 $114.88 $28.77 01/09/98 $120.96 $34.43 04/07/98 $139.07 $48.29 07/01/98 $ 98.84 $12.55\n 10/15/97 $114.88 $28.77 01/12/98 $120.96 $34.43 04/08/98 $138.63 $48.14 07/02/98 $ 99.00 $12.57\n 10/16/97 $114.99 $28.80 01/13/98 $120.96 $34.43 04/09/98 $132.53 $46.02 07/06/98 $100.03 $12.70\n 10/17/97 $114.99 $28.80 01/14/98 $120.96 $34.43 04/13/98 $131.97 $45.83 07/07/98 $100.28 $12.73\n 10/20/97 $114.99 $28.80 01/15/98 $120.96 $34.43 04/14/98 $131.47 $45.65 07/08/98 $100.38 $12.74\n 10/21/97 $112.58 $28.20 01/16/98 $125.01 $35.58 04/15/98 $130.66 $45.37 07/09/98 $100.16 $12.72\n 10/22/97 $114.38 $28.65 01/20/98 $125.01 $35.58 04/16/98 $ 94.50 $ 9.13 07/10/98 $100.03 $12.70\n 10/23/97 $114.65 $28.72 01/21/98 $128.64 $36.61 04/17/98 $ 97.56 $12.19 07/13/98 $ 95.56 $ 8.35\n 10/24/97 $114.65 $28.72 01/22/98 $130.06 $37.02 04/20/98 $ 97.66 $12.40 07/14/98 $ 90.65 $ 3.49\n 10/27/97 $114.65 $28.72 01/23/98 $130.06 $37.02 04/21/98 $101.59 $12.90 07/15/98 $ 90.81 $ 3.50\n 10/28/97 $114.65 $28.72 01/26/98 $127.45 $36.28 04/22/98 $ 99.50 $12.63 07/16/98 $ 90.50 $ 3.48\n 10/29/97 $112.00 $28.05 01/27/98 $125.45 $35.71 04/23/98 $ 99.84 $12.68 07/17/98 $ 90.84 $ 3.50\n 10/30/97 $112.40 $28.15 01/28/98 $125.13 $35.61 04/24/98 $ 99.91 $12.68 07/20/98 $ 92.34 $ 3.56\n 10/31/97 $112.40 $28.15 01/29/98 $125.56 $35.74 04/27/98 $102.67 $13.04 07/21/98 $ 92.63 $ 3.57\n 11/03/97 $112.40 $28.15 01/30/98 $126.45 $35.99 04/28/98 $103.38 $13.13 07/22/98 $ 92.19 $ 3.55\n 11/04/97 $115.25 $28.87 02/02/98 $129.20 $36.77 04/29/98 $106.06 $13.47 07/23/98 $ 91.53 $ 3.52\n 11/05/97 $115.08 $28.82 02/03/98 $132.65 $37.76 04/30/98 $106.31 $13.50 07/24/98 $ 90.94 $ 3.50\n 11/06/97 $113.70 $28.48 02/04/98 $135.18 $46.94 05/01/98 $105.94 $13.45 07/27/98 $ 90.78 $ 3.50\n 11/07/97 $112.09 $28.08 02/05/98 $130.44 $45.29 05/04/98 $106.34 $13.50 07/28/98 $ 92.06 $ 3.54\n 11/10/97 $111.38 $27.90 02/06/98 $132.31 $45.94 05/05/98 $106.31 $13.50 07/29/98 $ 94.66 $ 3.64\n 11/11/97 $111.15 $27.84 02/09/98 $131.03 $45.50 05/06/98 $105.13 $13.35 07/30/98 $ 94.34 $ 3.63\n 11/12/97 $109.76 $27.49 02/10/98 $132.43 $45.99 05/07/98 $103.44 $13.13 07/31/98 $ 93.75 $ 3.61\n 11/13/97 $109.83 $27.51 02/11/98 $131.36 $45.61 05/08/98 $104.00 $13.20 08/03/98 $ 92.72 $ 3.57\n 11/14/97 $112.51 $28.18 02/12/98 $131.94 $45.81 05/11/98 $104.00 $13.20 08/04/98 $ 91.59 $ 3.53\n 11/17/97 $113.58 $28.45 02/13/98 $132.31 $45.94 05/12/98 $104.13 $13.22 08/05/98 $ 91.19 $ 3.51\n 11/18/97 $112.01 $28.06 02/17/98 $131.40 $45.63 05/13/98 $105.13 $13.35 08/06/98 $ 91.25 $ 3.51\n 11/19/97 $112.21 $28.11 02/18/98 $132.18 $45.90 05/14/98 $106.06 $13.47 08/07/98 $ 91.06 $ 3.51\n 11/20/97 $113.56 $28.44 02/19/98 $130.61 $45.35 05/15/98 $103.97 $13.20 08/10/98 $ 91.00 $ 3.50\n 11/21/97 $114.56 $28.69 02/20/98 $134.70 $46.77 05/18/98 $101.94 $12.94 08/11/98 $ 90.34 $ 3.48\n 11/24/97 $112.95 $28.29 02/23/98 $133.57 $46.38 05/19/98 $101.31 $12.86 08/12/98 $ 92.40 $ 3.56\n 11/25/97 $113.78 $28.50 02/24/98 $132.45 $45.99 05/20/98 $100.22 $12.72 08/13/98 $ 92.66 $ 3.57\n 11/26/97 $113.78 $28.50 02/25/98 $133.47 $46.35 05/21/98 $100.69 $12.78 08/14/98 $ 93.47 $ 3.60\n 11/28/97 $113.78 $28.50 02/26/98 $134.84 $46.82 05/22/98 $100.56 $12.77 08/17/98 $ 93.28 $ 3.59\n 12/01/97 $113.78 $28.50 02/27/98 $134.84 $46.82 05/26/98 $ 99.81 $12.67 08/18/98 $ 93.34 $ 3.59\n 12/02/97 $113.78 $32.38 03/02/98 $133.22 $46.26 05/27/98 $ 99.19 $12.59 08/19/98 $ 92.94 $ 3.58\n 12/03/97 $113.78 $32.38 03/03/98 $132.81 $46.12 05/28/98 $ 99.19 $12.59 08/20/98 $ 92.91 $ 3.58\n 12/04/97 $119.25 $33.94 03/04/98 $132.97 $46.17 05/29/98 $ 99.66 $12.65 08/21/98 $ 92.16 $ 3.55\n 12/05/97 $119.19 $33.92 03/05/98 $133.88 $46.49 06/01/98 $100.16 $12.72 08/24/98 $ 92.16 $ 3.55\n 12/08/97 $120.63 $34.33 03/06/98 $137.35 $47.69 06/02/98 $ 99.53 $12.64 08/25/98 $ 91.88 $ 3.54\n 12/09/97 $120.63 $34.33 03/09/98 $137.03 $47.58 06/03/98 $ 99.38 $12.62 08/26/98 $ 91.44 $ 3.52\n 12/10/97 $120.63 $34.33 03/10/98 $138.49 $48.09 06/04/98 $ 99.03 $12.57 08/27/98 $ 88.78 $ 0.59\n 12/11/97 $120.63 $34.33 03/11/98 $138.91 $48.24 06/05/98 $ 98.50 $12.51 08/28/98 $ 87.75 $ 0.00\n\n\n\n\n Page B-1\n\fCase: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 22 of 25 PageID #:519\n\n\n TABLE C\n 4.75% Notes Loss Amounts\n\nTransaction Closing Loss Transaction Closing Loss Transaction Closing Loss Transaction Closing Loss\n Date Price Amount Date Price Amount Date Price Amount Date Price Amount\n 12/17/97 $129.49 $21.27 01/23/98 $135.31 $22.23 02/26/98 $141.99 $28.46 04/01/98 $144.06 $28.88\n 12/18/97 $129.53 $21.28 01/26/98 $134.26 $22.06 02/27/98 $140.32 $28.13 04/02/98 $145.56 $29.18\n 12/19/97 $129.53 $21.28 01/27/98 $132.28 $21.73 03/02/98 $139.33 $27.93 04/03/98 $146.83 $29.43\n 12/22/97 $129.49 $21.27 01/28/98 $132.18 $21.72 03/03/98 $139.29 $27.92 04/06/98 $147.65 $29.60\n 12/23/97 $129.24 $21.23 01/29/98 $132.63 $21.79 03/04/98 $139.35 $27.93 04/07/98 $141.61 $28.38\n 12/24/97 $129.24 $21.23 01/30/98 $133.45 $21.93 03/05/98 $140.47 $28.16 04/08/98 $140.71 $28.20\n 12/26/97 $129.24 $21.23 02/02/98 $135.36 $22.24 03/06/98 $143.54 $28.77 04/09/98 $133.07 $26.67\n 12/29/97 $129.24 $21.23 02/03/98 $139.31 $22.89 03/09/98 $143.57 $28.78 04/13/98 $132.54 $26.57\n 12/30/97 $129.24 $21.23 02/04/98 $141.27 $28.32 03/10/98 $144.40 $28.94 04/14/98 $131.76 $26.41\n 01/02/98 $129.24 $21.23 02/05/98 $136.77 $27.41 03/11/98 $145.12 $29.09 04/15/98 $129.54 $25.97\n 01/05/98 $129.24 $21.23 02/06/98 $138.54 $27.77 03/12/98 $148.38 $29.74 04/16/98 $103.53 $ 0.00\n 01/06/98 $129.24 $21.23 02/09/98 $136.64 $27.39 03/13/98 $148.37 $29.74 04/17/98 $103.02 $ 0.00\n 01/07/98 $129.24 $21.23 02/10/98 $137.85 $27.63 03/16/98 $148.59 $29.78 04/20/98 $103.54 $ 0.00\n 01/08/98 $129.24 $21.23 02/11/98 $137.13 $27.49 03/17/98 $148.03 $29.67 04/21/98 $103.16 $ 0.00\n 01/09/98 $129.24 $21.23 02/12/98 $137.24 $27.51 03/18/98 $147.49 $29.56 04/22/98 $103.16 $ 0.00\n 01/12/98 $129.94 $21.35 02/13/98 $137.56 $27.57 03/19/98 $145.77 $29.22 04/23/98 $103.16 $ 0.00\n 01/13/98 $129.94 $21.35 02/17/98 $137.49 $27.56 03/20/98 $145.37 $29.14 04/24/98 $103.16 $ 0.00\n 01/14/98 $129.94 $21.35 02/18/98 $137.85 $27.63 03/23/98 $142.11 $28.48 04/27/98 $103.16 $ 0.00\n 01/15/98 $129.94 $21.35 02/19/98 $136.81 $27.42 03/24/98 $148.16 $29.70 04/28/98 $103.54 $ 0.00\n 01/16/98 $133.38 $21.91 02/20/98 $140.49 $28.16 03/25/98 $146.27 $29.32 04/29/98 $103.54 $ 0.00\n 01/20/98 $133.38 $21.91 02/23/98 $139.25 $27.91 03/26/98 $144.96 $29.06 04/30/98 $103.54 $ 0.00\n 01/21/98 $133.38 $21.91 02/24/98 $139.05 $27.87 03/27/98 $142.97 $28.66 05/01/98 $103.54 $ 0.00\n 01/22/98 $136.50 $22.43 02/25/98 $139.98 $28.06 03/30/98 $141.70 $28.40\n\n\n\n\n Page C-1\n\fCase: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 23 of 25 PageID #:520\n\n\n TABLE D\n Call Option Loss Amounts\n\n Loss Amount for Each Call Option\n Purchased\n Purchased Between Purchased\n Purchased Prior to April 16, Purchased Between\n Prior to April 15, Purchased 1998 and Between July 15, 1998\n April 15, 1998 Prior to July 14, 1998 April 16, and\n 1998 That Either April 15, That Either 1998 and August 28,\n That Either Expired or 1998 Expired or July 14, 1998 1998\n Expired or Was Sold That Either Was Sold That Either That Either\n Was Sold Between Expired or Between Expired or Expired or\n Between July 15, 1998 Was Sold July 15, 1998 Was Sold Was Sold\n April 16, and After and After After\nOption Strike 1998 and August 28, August 28, August 28, August 28, August 28,\nContact Price July 14, 1998 1998 1998 1998 1998 1998\n 4/98 $42.50 $ 0.00\n 4/98 $40.00 $ 0.04\n 4/98 $37.50 $ 0.36\n 4/98 $35.00 $ 1.50\n 5/98 $42.50 $ 0.12\n 5/98 $40.00 $ 0.38\n 5/98 $37.50 $ 1.01\n 5/98 $35.00 $ 2.20\n 5/98 $32.50 $ 4.00\n 5/98 $30.00 $ 6.23\n 5/98 $27.50 $ 8.54\n 5/98 $25.00 $10.51\n 5/98 $22.50 $11.66\n 5/98 $20.00 $12.00\n 5/98 $17.50 $12.04\n 5/98 $15.00 $12.04\n 6/98 $30.00 $ 6.40\n 6/98 $27.50 $ 8.50\n 6/98 $25.00 $10.30\n 6/98 $22.50 $11.45\n 6/98 $20.00 $11.93\n 6/98 $15.00 $12.04\n 7/98 $25.00 $10.13 $10.37 $0.24\n 7/98 $22.50 $11.28 $12.20 $0.92\n 7/98 $20.00 $11.85 $14.28 $2.43\n 7/98 $17.50 $12.01 $16.52 $4.51\n 7/98 $15.00 $12.04 $18.11 $6.07\n 8/98 $45.00 $ 0.50 $ 0.50 $0.50 $0.00 $0.00 $0.00\n 8/98 $42.50 $ 0.87 $ 0.87 $0.87 $0.00 $0.00 $0.00\n 8/98 $40.00 $ 1.44 $ 1.44 $1.44 $0.00 $0.00 $0.00\n 8/98 $37.50 $ 2.29 $ 2.30 $2.30 $0.00 $0.00 $0.00\n 8/98 $35.00 $ 3.47 $ 3.48 $3.48 $0.01 $0.01 $0.00\n\n\n Page D-1\n\fCase: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 24 of 25 PageID #:521\n\n\n TABLE D\n Call Option Loss Amounts\n\n Loss Amount for Each Call Option\n Purchased\n Purchased Between Purchased\n Purchased Prior to April 16, Purchased Between\n Prior to April 15, Purchased 1998 and Between July 15, 1998\n April 15, 1998 Prior to July 14, 1998 April 16, and\n 1998 That Either April 15, That Either 1998 and August 28,\n That Either Expired or 1998 Expired or July 14, 1998 1998\n Expired or Was Sold That Either Was Sold That Either That Either\n Was Sold Between Expired or Between Expired or Expired or\n Between July 15, 1998 Was Sold July 15, 1998 Was Sold Was Sold\n April 16, and After and After After\nOption Strike 1998 and August 28, August 28, August 28, August 28, August 28,\nContact Price July 14, 1998 1998 1998 1998 1998 1998\n 8/98 $30.00 $ 6.68 $ 6.80 $ 6.80 $0.12 $0.12 $0.00\n 8/98 $27.50 $ 8.45 $ 8.75 $ 8.75 $0.31 $0.31 $0.00\n 8/98 $25.00 $10.01 $10.73 $10.73 $0.72 $0.72 $0.00\n 8/98 $22.50 $11.14 $12.67 $12.67 $1.53 $1.53 $0.00\n 8/98 $20.00 $11.76 $14.56 $14.56 $2.80 $2.80 $0.00\n 8/98 $17.50 $11.99 $16.37 $16.37 $4.38 $4.38 $0.00\n 8/98 $15.00 $12.04 $17.76 $18.28 $5.72 $6.24 $0.52\n 8/98 $12.50 $12.04 $18.43 $19.71 $6.39 $7.67 $1.28\n 8/98 $10.00 $12.04 $18.56 $19.85 $6.52 $7.81 $1.29\n 9/98 $20.00 $11.68 $14.70 $14.74 $3.02 $3.06 $0.04\n 9/98 $17.50 $11.96 $16.29 $16.50 $4.33 $4.54 $0.21\n 9/98 $15.00 $12.03 $17.55 $18.19 $5.52 $6.16 $0.64\n 9/98 $12.50 $12.04 $18.30 $19.42 $6.26 $7.38 $1.13\n 9/98 $10.00 $12.04 $18.54 $19.82 $6.50 $7.78 $1.28\n10/98 $17.50 $11.92 $16.25 $16.58 $4.32 $4.65 $0.33\n10/98 $12.50 $12.04 $18.18 $19.23 $6.14 $7.20 $1.06\n11/98 $35.00 $ 4.26 $ 4.56 $ 4.56 $0.30 $0.30 $0.00\n11/98 $30.00 $ 7.00 $ 7.72 $ 7.73 $0.73 $0.73 $0.01\n11/98 $27.50 $ 8.45 $ 9.56 $ 9.58 $1.11 $1.13 $0.02\n11/98 $25.00 $ 9.79 $11.44 $11.48 $1.65 $1.69 $0.04\n11/98 $22.50 $10.84 $13.23 $13.32 $2.39 $2.48 $0.09\n11/98 $20.00 $11.54 $14.84 $15.04 $3.30 $3.50 $0.20\n11/98 $17.50 $11.89 $16.22 $16.62 $4.33 $4.73 $0.40\n11/98 $15.00 $12.01 $17.32 $18.02 $5.31 $6.01 $0.70\n11/98 $12.50 $12.04 $18.08 $19.10 $6.04 $7.07 $1.02\n 2/99 $20.00 $0.35\n 2/99 $17.50 $0.53\n 2/99 $15.00 $0.75\n\n\n\n\n Page D-2\n\fCase: 1:25-cv-13018 Document #: 55-1 Filed: 01/30/26 Page 25 of 25 PageID #:522\n\f","ocr_status":1,"date_upload":"2026-05-18T10:02:46.820786-07:00","document_number":"55","attachment_number":1,"pacer_doc_id":"067034010812","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit A - Cendant Notice of Settlement","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/479569201/","id":479569201,"tags":[],"absolute_url":"/docket/71747028/55/2/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-05-18T10:02:30.818172-07:00","date_modified":"2026-05-22T05:08:38.696760-07:00","sha1":"1d798161e0c972763a72949971c57d4b1988fbb7","page_count":3,"file_size":158029,"filepath_local":"recap/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.55.2.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.55.2.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case: 1:25-cv-13018 Document #: 55-2 Filed: 01/30/26 Page 1 of 3 PageID #:523\n\n\n\n\n EXHIBIT B\n\fCase:\n Case\n 1:25-cv-13018\n 1:24-cv-10761-ADB\n DocumentDocument\n #: 55-2 Filed:\n 19 01/30/26\n Filed 05/24/24\n Page 2 Page\n of 3 PageID\n 11 of 41\n #:524\n\n\n\n\n EXHIBIT C\n\f Case:\n Case\n 1:25-cv-13018\n 1:24-cv-10761-ADB\n DocumentDocument\n #: 55-2 Filed:\n 19 01/30/26\n Filed 05/24/24\n Page 3 Page\n of 3 PageID\n 12 of 41\n #:525\n\n Financial Interest Analysis\nCompany Name: Evolv Technologies Holdings, Inc.\nTicker: EVLV\nClass Period: 06/28/2021 - 03/13/2024\nName: Robert Falk\n\nAccount 1\n Date Shares Price Bought Total Bought Price Sold Total Sold Balance\n 7/16/2021 1 116,877 $9.5500 -$1,116,175.3500 $0.0000 -$1,116,175.35\n 1/14/2022 2 -116,877 $0.0000 $0.0000 $0.0000 $0.0000 $0.00\n\nShares Retained: 0 Subtotal: -$1,116,175.35\n 3\n 90-Day Average Price Shares Retained 90-Day Average: $0.00\n $3.7849 0 Account 1 Total: -$1,116,175.35\n\nAccount 2\n Date Shares Price Bought Total Bought Price Sold Total Sold Balance\n 2\n 1/14/2022 116,877 $0.0000 $0.0000 $0.0000 $0.00\n 6/29/2022 -4,800 $2.4388 $0.0000 $2.4388 $11,706.3072 $11,706.31\n 10/31/2022 -2,077 $2.9100 $0.0000 $2.9100 $6,044.0700 $6,044.07\n 11/11/2022 -9,436 $3.4339 $0.0000 $3.4339 $32,402.2615 $32,402.26\n 11/11/2022 -564 $3.4500 $0.0000 $3.4500 $1,945.8000 $1,945.80\n 1/24/2023 -5,000 $2.8600 $0.0000 $2.8600 $14,300.0000 $14,300.00\n 2/7/2023 -5,000 $3.1498 $0.0000 $3.1498 $15,748.9000 $15,748.90\n 3/3/2023 -5,000 $2.9600 $0.0000 $2.9600 $14,800.0000 $14,800.00\n 4/11/2023 -5,000 $3.1200 $0.0000 $3.1200 $15,600.0000 $15,600.00\n 4/18/2023 -5,000 $3.0600 $0.0000 $3.0600 $15,300.0000 $15,300.00\n 4/28/2023 -5,000 $3.5000 $0.0000 $3.5000 $17,500.0000 $17,500.00\n 5/12/2023 -10,000 $5.1200 $0.0000 $5.1200 $51,200.0000 $51,200.00\n 5/16/2023 -5,000 $5.1300 $0.0000 $5.1300 $25,650.0000 $25,650.00\n 5/22/2023 -5,000 $5.9787 $0.0000 $5.9787 $29,893.4900 $29,893.49\n 12/8/2023 -1,000 $4.4000 $0.0000 $4.4000 $4,400.0000 $4,400.00\n 1/16/2024 -1,000 $4.3600 $0.0000 $4.3600 $4,360.0000 $4,360.00\n 3/7/2024 -5,000 $3.7300 $0.0000 $3.7300 $18,650.0000 $18,650.00\n 3/13/2024 -17,000 $3.6800 $0.0000 $3.6800 $62,560.0000 $62,560.00\n\nShares Retained: 26,000 Subtotal: $342,060.83\n 3\n 90-Day Average Price Shares Retained 90-Day Average: $98,407.40\n $3.7849 26,000 Account 2 Total: $440,468.23\n\n Combined Total: -$675,707.12\nNotes:\n1\n Mr. Falk was a shareholder of Evolv Technologies, Inc. prior to the merger agreement with NewHold Investment Corp. On July 16, 2021, he received\n116,877 EVLV shares pursuant to the merger agreement. The acquisition price per share, $9.55, was the closing price on July 16, 2021.\n2\n Shares transferred from Account 1 to Account 2.\n3\n Using the average closing price between March 13, 2024 and May 22, 2024, inclusive.\n\f","ocr_status":1,"date_upload":"2026-05-18T10:02:52.056339-07:00","document_number":"55","attachment_number":2,"pacer_doc_id":"067034010813","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit B - Loss Chart Submitted in Raby","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/479569202/","id":479569202,"tags":[],"absolute_url":"/docket/71747028/55/3/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-05-18T10:02:30.866935-07:00","date_modified":"2026-05-22T04:28:02.564704-07:00","sha1":"79cd98444e2ff2adf9aa9b56fbc4d4dd7a6f5bcd","page_count":3,"file_size":138491,"filepath_local":"recap/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.55.3.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.55.3.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case: 1:25-cv-13018 Document #: 55-3 Filed: 01/30/26 Page 1 of 3 PageID #:526\n\n\n\n\n EXHIBIT C\n\fI\n I\n ,. :ir\n ~?-\n \u2022 Case:\n Case: Document\n Document\n 1:25-cv-13018\n 1:00-cv-02100 #:#:\n 467-2\n 55-3Filed:\n Filed:09/19/07\n 01/30/26Page\n Page12of\n of95\n 3 PageID\n PageID#:527\n #:4102\n\n\n FILED\n UNITED STATES DISTRICT COURT S~l 19q~7\n NORTHERN DISTRICT OF ILLINOIS ~NE RAN6ERSE.N\n EASTERN DIVISION WA \u2022 COURJ JUDGE\n U. S. DISTRICT\n\n )\n IN RB OLD BANC ONE SHAREHOlDERS ) Master File No. 00 C 2100\n SECURITIES LITIGATION ) Judge Wayne R. Andersen\n --------------)\n STIPULATION OF SETTLEMENT\n\n This Stipulation of Settlement d\u2022ted September Jl, 2007, is made and entered into by and\n among the following Settling Parries (as defined herein): (l) Plaintiff, Fred Filipovic, individually and\n\n as the Class Rt:presenrative (defined herein) on hehalf of himself and the Class (sometimes\n\n collectively referred to as \"Plaintiffs'?, by and through their counsel; (2) the Named Plaintiffs (as\n\n defined herein), by and through their counsel; and (3) Defendant Bank One Corporation (..Bank\n\n One\") by its successor JPMorgan Chase & Co. (\"JPMorgan\"), by and through their counsel. This\n\n Stipulation is int~nded by the Settling Parties to folly, finally and forever compromise resolve.\n\n discharge and settle the Released Claims (as defined herein), subject to the terms ~nd conditions of\n\n the Stipulation of Settlement, as follows:\n\n WHEREAS,\n\n A, On April 6, 2000, a putative class action (L,r,on, el al. v. Bank 011, Co,pomtw11, et ai,\n\n (\" Larson\") was filed on behalf of former shareholders of both First Chicago NBD Corporation\n\n (\"First Chicago\") and Banc One Corporation (\"Old Banc One\") against Bank One and certain of its\n\n individual offk~rs and directors (collectively referred to as the \"Individual Defendants\" (as defined\n\n herein)). L,rso11 alleged \\'iolations ,,f the federal secutities laws in connection with the October 2,\n\n 1998 merger between First Chicago and Old Banc One, creating Bank One (the \"Merger\" (as\n\n defined herein)). Spedficallv as to the former- Old Banc One shareholders, Lmon alleged that Bank\n\n One violated Section 12(a){2) of the Securities Act of 1933 (the \"Securities Ad? related to the\n\fCase:\n Case:\n 1:00-cv-02100\n 1:25-cv-13018\n Document\n Document\n #: 467-2\n #: 55-3Filed:\n Filed:09/19/07\n 01/30/26Page\n Page54\n 3 of 95\n 3 PageID\n PageID#:528\n #:4155\n\n\n\n\nClaimants. The Plan of Allocation may be modified by the Court without further notice. to the Class.\nClass i\\lttnhcrs may comae, Clas, Counsel ,f they wish to be apprised of any such modifications.\n Only thnized Loss = $41.94 - (sales price per share)\n The Recognized Loss for shares that were sold for, or in excess of, $41.94 per share will be\n$0.00.\n In calculating the claims of Class Members, the date of purchase and/or sale of stock is the\n 1\nHtra.de\" date and nol the \"settlcmentH or 'L payrnent\" date-. The: ::imount of the price received per\nshare on the: uSale\" date is without rc:gai;-d to commissions, ta~:c~, fees and charges.\n No distribution shall be made on anr claims where the payment of an Authorized Claim's pm\nrola share of the Ne, Settlement Fund is less than ten dollars ($10.00).\n\n\n IV, REQUESTING EXCLUSION FROM THE CLASS\n\n rF YOU ARE A MEMBER OF THE CLASS, YOU MAY BE ELIGIBLE TO\n SHARE IN THE BENEFITS OF THIS SETrLEMENT AND WILL BE\n BOUND BY ITS TERMS UNLESS YOU EXCLUDE YOURSELF FROM\n THE CLASS.\n\n Each member of the Class shall be bound by all deterrninations and judgments of the Court\nin connection with the Settlement, whether fa,\u2022orablc or unfavorable, unless such Closs Member\nshall mail, by first class mail, sufficient postage prepaid, a written reciuest for exclusion from the\nClass, postmarked no later than November _ _ _ , 2007, addressed to ,he Seulernent\nAdministrator at: In re Old Banc One Shareholders Securities Litigation, c/o Berdon Claims\nAdministration LLC, P.O. Box 9014, ]\"richo, NY 11753-8914. Such request for exclusion shall be in\na form that sufficiently identifies (1) the name and address of rhe person(s) or entitv seeking\nexclusion, and (2) a list of all transaction(s) involving Old Banc One common Stock during the\nperiod August 6, 1998 through October 1, 1998, jnduding the number of shares, principal amount\nand trade date of each purchase and sale. A requeSt for exclusion shall not be effective unless\nsuhmined wi,hin the tirne and in the form and manner provided for herein. If a person or entity\nwho is a member of the Class duly requests to be excluded from the Class, such person ot\n\"ntity will not be bound by any orders or judgments entered in respect of the Settlement and\nshall not be entitled to receive any benefits provided by the Seulement in the event it is\nfinally approved by the Court.\n\n\n\n 8\n\f","ocr_status":2,"date_upload":"2026-05-18T10:03:03.002191-07:00","document_number":"55","attachment_number":3,"pacer_doc_id":"067034010814","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit C - Excerpt of Banc One Stipulation of Settlement","acms_document_guid":""}],"date_created":"2026-03-10T19:26:16.700185-07:00","date_modified":"2026-03-10T19:26:16.710833-07:00","date_filed":"2026-01-30","time_filed":null,"entry_number":55,"recap_sequence_number":"2026-01-30.001","pacer_sequence_number":169,"description":"REPLY by Boston Retirement System to MOTION by Movant Boston Retirement System for Appointment as Lead Plaintiff and Approval of Selection of Counsel 25 (Attachments: # 1 Exhibit A - Cendant Notice of Settlement, # 2 Exhibit B - Loss Chart Submitted in Raby, # 3 Exhibit C - Excerpt of Banc One Stipulation of Settlement)(Richter, Frank) (Entered: 01/30/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/456671746/","id":456671746,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71747028/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/471639849/","id":471639849,"tags":[],"absolute_url":"/docket/71747028/54/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-03-10T19:26:16.658256-07:00","date_modified":"2026-03-10T19:26:16.679050-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"54","attachment_number":null,"pacer_doc_id":"067033981798","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-03-10T19:26:16.623667-07:00","date_modified":"2026-03-10T19:26:16.630603-07:00","date_filed":"2026-01-27","time_filed":null,"entry_number":54,"recap_sequence_number":"2026-01-27.001","pacer_sequence_number":166,"description":"ATTORNEY Appearance for Movant Boston Retirement System by James E Barz (Barz, James) (Entered: 01/27/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/456671744/","id":456671744,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71747028/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/471639847/","id":471639847,"tags":[],"absolute_url":"/docket/71747028/53/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-03-10T19:26:16.581118-07:00","date_modified":"2026-05-22T05:08:35.772196-07:00","sha1":"f6663b6573c11503c5b9243936ff7c0794b59e4f","page_count":15,"file_size":307756,"filepath_local":"recap/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.53.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.53.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case: 1:25-cv-13018 Document #: 53 Filed: 01/23/26 Page 1 of 15 PageID #:444\n\n\n\n\n UNITED STATES DISTRICT COURT\n NORTHERN DISTRICT OF ILLINOIS\n EASTERN DIVISION\n\n\nLABORERS\u2019 DISTRICT COUNCIL AND\nCONTRACTORS\u2019 PENSION FUND OF OHIO,\n Case No. 1:25-cv-13018\nIndividually and on Behalf of All Others Similarly\nSituated, Honorable LaShonda A. Hunt\n Plaintiff,\n CLASS ACTION\n v.\n\nJAMES HARDIE INDUSTRIES PLC., AARON\nERTER, and RACHEL WILSON,\n\n Defendants.\n\n\nMEMORANDUM OF LAW IN FURTHER SUPPORT OF THE MOTION OF BOSTON\n RETIREMENT SYSTEM FOR APPOINTMENT AS LEAD PLAINTIFF AND\nAPPROVAL OF SELECTION OF COUNSEL AND IN OPPOSITION TO COMPETING\n MOTION\n\f Case: 1:25-cv-13018 Document #: 53 Filed: 01/23/26 Page 2 of 15 PageID #:445\n\n\n\n\n TABLE OF CONTENTS\n\n Page\n\nPRELIMINARY STATEMENT .................................................................................................... 1\n\nARGUMENT .................................................................................................................................. 3\n\nI. BOSTON SHOULD BE APPOINTED LEAD PLAINTIFF ............................................. 3\n\n A. Oklahoma Firefighters\u2019 Motion Should Be Denied Because it Blatantly\n Misapplied the PSLRA\u2019s Damage Calculation Provisions..................................... 4\n\n B. Boston\u2019s Financial Interest Is Larger than Oklahoma Firefighters\u2019 Using a\n Feasible Alternative Cost Basis .............................................................................. 7\n\nCONCLUSION, ............................................................................................................................ 10\n\f Case: 1:25-cv-13018 Document #: 53 Filed: 01/23/26 Page 3 of 15 PageID #:446\n\n\n\n\n TABLE OF AUTHORITIES\n\n Page(s)\n\nCases\n\nAtlantica Holdings, Inc. v. BTA Bank JSC,\n 2017 WL 3731948 (S.D.N.Y. Aug. 29, 2017) ...........................................................................8\n\nBaron v. HyreCar Inc.,\n 2024 WL 3504234 (C.D. Cal. July 19, 2024) ............................................................................9\n\nIn re Boeing Co. Aircraft Sec. Litig.,\n 2020 WL 476658 (N.D. Ill. Jan. 28, 2020) ................................................................................3\n\nBousso v. Spire Glob., Inc.,\n 2024 WL 4873311 (E.D. Va. Nov. 21, 2024) ............................................................................2\n\nCamp v. Qualcomm Inc.,\n 2019 WL 277360 (S.D. Cal. Jan. 22, 2019)...............................................................................6\n\nIn re Cavanaugh,\n 306 F.3d 726 (9th Cir. 2002) .....................................................................................................3\n\nCole v. Health Mgmt. Assocs., Inc.,\n 2008 WL 11334897 (M.D. Fla. May 14, 2008) .........................................................................7\n\nEichenholtz v. Verifone Holdings, Inc.,\n 2008 WL 3925289 (N.D. Cal. Aug. 22, 2008) ..........................................................................9\n\nGelles v. TDA Indus., Inc.,\n 44 F.3d 102 (2d Cir. 1994).........................................................................................................8\n\nKarp v. Diebold Nixdorf, Inc.,\n 2019 WL 5587148 (S.D.N.Y. Oct. 30, 2019) ........................................................................4, 6\n\nIn re Nike, Inc. Sec. Litig.,\n 2024 WL 4579499 (D. Or. Oct. 25, 2024) ................................................................................8\n\nNolfi v. Ohio Kentucky Oil Corp.,\n 675 F.3d 538 (6th Cir. 2012) .....................................................................................................7\n\nPlaut v. Goldman Sachs Grp., Inc.,\n 2019 WL 4512774 (S.D.N.Y. Sept. 19, 2019)...........................................................................6\n\nRamirez v. Exxon Mobil Corp.,\n 2023 WL 5415315 (N.D. Tex. Aug. 21, 2023) ..........................................................................9\n\n\n\n ii\n\f Case: 1:25-cv-13018 Document #: 53 Filed: 01/23/26 Page 4 of 15 PageID #:447\n\n\n\n\nRandall v. Loftsgaarden,\n 478 U.S. 647 (1986) ...................................................................................................................7\n\nRodriguez v. DraftKings Inc.,\n 2021 WL 5282006 (S.D.N.Y. Nov. 12, 2021) ...........................................................................7\n\nWasa Med. Holdings v. Sorrento Therapeutics, Inc.,\n 2021 WL 533518 (S.D. Cal. Feb. 12, 2021) ..............................................................................5\n\nRules & Statutes\n\nFed. R. Civ. P. 23 .........................................................................................................................1, 3\n\n15 U.S.C. \u00a7 78u-4 et seq. ....................................................................................................... passim\n\n\n\n\n iii\n\f Case: 1:25-cv-13018 Document #: 53 Filed: 01/23/26 Page 5 of 15 PageID #:448\n\n\n\n\n Proposed Lead Plaintiff Boston 1 respectfully submits this memorandum of law in further\n\nsupport of its motion for appointment as Lead Plaintiff and approval of selection of counsel and in\n\nopposition to the competing motion. 2\n\n PRELIMINARY STATEMENT\n\n Boston is entitled to be appointed as Lead Plaintiff under the PSLRA because it is the only\n\nmovant asserting the largest financial interest that also satisfies the PSLRA\u2019s adequacy and\n\ntypicality requirements. See 15 U.S.C. \u00a7 78u-4(a)(3)(B)(iii)(I) (requiring the appointment of the\n\nmovant that \u201chas the largest financial interest\u201d and \u201cotherwise satisfies the requirements of Rule\n\n23 of the Federal Rules of Civil Procedure\u201d).\n\n Pursuant to this Court\u2019s Order (ECF No. 22) providing that Lead Plaintiff motions were\n\ndue by December 22, 2025, Boston timely submitted its Lead Plaintiff motion on December 22,\n\n2025. ECF Nos. 25-26. Oklahoma Firefighters did not. Instead, one day later, after having the\n\nopportunity to review Boston\u2019s motion and financial interest analysis, Oklahoma Firefighters\n\nsubmitted its own motion claiming losses of just over $2,100 (less than 1%) more than Boston on\n\nits relevant transactions. ECF Nos. 33-34. But claimed loss is only the starting point of the PSLRA\n\nlead plaintiff analysis.\n\n\n\n\n1\n All definitions and abbreviations used herein remain unchanged from Boston\u2019s previous\nsubmission before the Court. See ECF Nos. 25-26. Unless otherwise noted, emphasis has been\nadded and citations and internal quotation marks have been omitted throughout.\n2\n In addition to Boston, two other putative class members moved for Lead Plaintiff appointment:\nLaborers\u2019 District Council Construction Industry Pension Fund (ECF Nos. 28, 29, 31) and\nOklahoma Firefighters Pension and Retirement System (\u201cOklahoma Firefighters\u201d). ECF Nos. 33-\n34. Laborers\u2019 District Council Construction Industry Pension Fund has since withdrawn its\nmotion. ECF Nos. 39-40. Therefore, Boston and Oklahoma Firefighters are the only competing\nmovants.\n\f Case: 1:25-cv-13018 Document #: 53 Filed: 01/23/26 Page 6 of 15 PageID #:449\n\n\n\n\n Upon inspection, Oklahoma Firefighters\u2019 counsel inflated its loss figure by misapplying\n\nboth the PSLRA\u2019s damage calculation provisions and its own stated methodology for calculating\n\nlosses. 15 U.S.C. \u00a7 78u-4(e). As explained more fully below, under the PSLRA, when a class\n\nmember sells the relevant security within 90 days of the end of the class period, that class member\u2019s\n\ndamages, and therefore its financial interest in the relief sought by the class, is by statute limited\n\nto the difference between the price paid for the security and the average trading price of the security\n\nfrom the time defendants\u2019 fraud was revealed up to that point. Id. The loss calculation\n\nmethodology submitted by Oklahoma Firefighters\u2019 counsel is in accord. ECF No. 34-3 (shares\n\nretained at the end of the Class Period must be calculated at the \u201c[h]ighter of the Avg. Closing\n\nPrice or the Actual Sales Price\u201d). Oklahoma Firefighters\u2019 counsel did not properly apply this limit\n\nin its loss calculation, which inflated Oklahoma Firefighters\u2019 damage calculation.\n\n Thus, Oklahoma Firefighters cannot trigger the PSLRA\u2019s most adequate plaintiff\n\npresumption and is inadequate for appointment because its counsel misapplied crucial provisions\n\nof the PSLRA and provided this Court with an artificially inflated loss calculation. See Bousso v.\n\nSpire Glob., Inc., 2024 WL 4873311, at * 4-5 (E.D. Va. Nov. 21, 2024) (rejecting a lead plaintiff\n\nmovant which made an error calculating its loss in its initial motion finding that the movant \u201cdoes\n\nnot meet the statutory requirements of a presumptive lead plaintiff under the PSLRA\u201d).\n\n Additionally, although Boston submitted a conservative loss calculation in its initial\n\nmotion, under relevant accounting rules Boston will viably be able to claim a loss of $616,480.\n\nAs explained more fully below, Boston, like numerous other Class members, acquired its relevant\n\nJames Hardie shares on July 1, 2025, in exchange for its shares in The AZEK Company (\u201cAZEK\u201d)\n\nas part of James Hardie\u2019s acquisition of AZEK. ECF No. 25-1. Therefore, under relevant\n\nGenerally Accepted Accounting Principles (\u201cGAAP\u201d), as codified in the Accounting Standards\n\n\n\n 2\n\f Case: 1:25-cv-13018 Document #: 53 Filed: 01/23/26 Page 7 of 15 PageID #:450\n\n\n\n\nCodification (\u201cASC\u201d), Boston must value its acquired James Hardie shares at the relevant market\n\nprice. See ASC 805-30-30-7; ASC 820-10-20. Applying a conservative analysis, Boston assigned\n\nthe share price for acquired James Hardie shares as $26.95, the opening price the day it acquired\n\nits James Hardie shares. ECF No. 25-1. However, to advance the best interests and maximize the\n\nrecovery of the proposed Class, the Court-appointed Lead Plaintiff in this case may well argue at\n\ntrial that the appropriate cost basis for Boston and similarly situated Class members is $28.08, the\n\nclosing price of James Hardie shares the same day. See ECF No. 33 at 7 (Oklahoma Firefighters\n\nclaiming that it should be appointed because it is \u201chighly incentivized to maximize the recovery\n\nfor all Class members harmed by Defendants\u2019 misrepresentations and omissions\u201d). Using the\n\n$28.08 cost basis, Boston\u2019s loss is $616,480, even larger than Oklahoma Firefighters\u2019 inflated\n\nopening proffer. See Ex. A attached hereto (loss chart calculating Boston\u2019s loss using $28.08 as\n\nits cost basis).\n\n Oklahoma Firefighters cannot be appointed as Lead Plaintiff because it suffered a smaller\n\nloss than Boston and cannot satisfy the adequacy requirement of Rule 23. Boston\u2019s motion should\n\nbe granted.\n\n ARGUMENT\n\nI. BOSTON SHOULD BE APPOINTED LEAD PLAINTIFF\n\n Oklahoma Firefighters cannot trigger the PSLRA\u2019s most adequate plaintiff presumption\n\nbecause its counsel provided the Court with a financial interest analysis that was not just irrational,\n\nbut clearly violates the PSLRA. Lead plaintiff movants are required to provide a financial interest\n\nanalysis using a method that is \u201cboth rational and consistently applied.\u201d In re Cavanaugh, 306\n\nF.3d 726, 730 n.4 (9th Cir. 2002). Courts in this District and across the country routinely reject\n\nlead plaintiff movants that make substantial errors in their submissions to the court. See In re\n\nBoeing Co. Aircraft Sec. Litig., 2020 WL 476658, at *5 (N.D. Ill. Jan. 28, 2020); Karp v. Diebold\n\n 3\n\f Case: 1:25-cv-13018 Document #: 53 Filed: 01/23/26 Page 8 of 15 PageID #:451\n\n\n\n\nNixdorf, Inc., 2019 WL 5587148, at *6 (S.D.N.Y. Oct. 30, 2019). As explained more fully below,\n\nOklahoma Firefighters\u2019 counsel provided this Court with an inflated loss analysis in its initial\n\nmotion. Oklahoma Firefighters has therefore failed to meet the PSLRA\u2019s prima facie adequacy\n\nrequirement, and its motion must be rejected.\n\n A. Oklahoma Firefighters\u2019 Motion Should Be Denied Because it Blatantly\n Misapplied the PSLRA\u2019s Damage Calculation Provisions\n\n Oklahoma Firefighters cannot be appointed Lead Plaintiff because its counsel misapplied\n\nthe PSLRA\u2019s damage calculation provisions to its claimed financial interest calculation, artificially\n\ninflating its financial interest calculation. Whether this was gross error or the product of deliberate\n\nmanipulation matters not, as this fundamental miscalculation renders Oklahoma Firefighters\n\ninadequate for Lead Plaintiff appointment.\n\n The PSLRA instructs Class members on how to calculate losses on shares acquired during\n\nthe Class Period and then held or sold after the Class Period ends. Beginning when information\n\ncorrecting the fraud is revealed to the market, the Class member must keep a running average of\n\nthe trading price of the security over the next 90 days. 15 U.S.C. \u00a7 78u-4(e). This average affects\n\nthe loss calculation in one of two ways. If the Class member, like Boston, still holds the relevant\n\nsecurity after the 90 days, the Class member\u2019s financial stake cannot exceed the difference between\n\npurchase price paid for the security and the average trading price of the security over the 90 days.\n\n15 U.S.C. \u00a7 78u-4(e)(1) (the \u201clookback average\u201d).\n\n If, however, like Oklahoma Firefighters, the Class member sells the security prior to the\n\nend of the 90-day period, the Class member\u2019s damages cannot be greater than the difference\n\nbetween purchase price paid for the security and the average trading price of the security up to the\n\nday of the sale. 15 U.S.C. \u00a7 78u-4(e)(2). Thus, a higher lookback average will decrease investors\u2019\n\nlosses by lowering the delta between the purchase and sale price. Of course, this lookback average\n\n\n 4\n\f Case: 1:25-cv-13018 Document #: 53 Filed: 01/23/26 Page 9 of 15 PageID #:452\n\n\n\n\nwill vary over the course of the 90 days as the relevant stock price fluctuates. According to\n\nOklahoma Firefighters\u2019 submission, it sold 79,551 shares of James Hardie stock, its entire position\n\nacquired during the Class Period, within the 90-day period after Defendants\u2019 fraud was revealed.\n\nECF No. 34-3. Therefore, the PSLRA unequivocally instructs that Oklahoma Firefighters cannot\n\nclaim a loss greater than the difference between its purchase price and the average price of James\n\nHardie stock up to the day each share was sold. See Wasa Med. Holdings v. Sorrento Therapeutics,\n\nInc., 2021 WL 533518, at *3 (S.D. Cal. Feb. 12, 2021) (lead plaintiff movant properly valued\n\nshares sold during the 90-day period \u201cat the higher of: (i) the sale price or (ii) the average closing\n\nprice from the end of the Class Period through the date of sale\u201d).\n\n Ignoring the statutory text, Oklahoma Firefighters\u2019 counsel applies either $20.36 or $20.13\n\nas the share price for all of its James Hardie stock sales. ECF No. 34-3. This is plainly wrong\n\nbecause, as the chart below lays out, the relevant average was higher than $20.36 or $20.13 on\n\nthree of the days on which Oklahoma Firefighters sold its shares:\n\n Price\n Correct Price\n Date of Shares Claimed by\n Under the\n Sales Sold Oklahoma\n PSLRA\n Firefighters\n 08/27/2025 4,600 $20.36 $21.0914\n 09/04/2025 271 $20.13 $20.5783\n 11/05/2025 26,129 $20.13 $20.5125\n\n\nWhether the sale prices provided by Oklahoma Firefighters\u2019 counsel were actual sales prices or an\n\nincorrect calculation of the lookback price, the higher lookback average was the correct price to\n\napply. Using the lower price on each trading day listed above materially inflated Oklahoma\n\nFirefighters\u2019 claimed loss by improperly increasing the difference between the purchase and sale\n\nprice. In fact, if the higher (and correct) lookback average price was applied for Oklahoma\n\n\n\n\n 5\n\f Case: 1:25-cv-13018 Document #: 53 Filed: 01/23/26 Page 10 of 15 PageID #:453\n\n\n\n\nFirefighters\u2019 sales on each of these days, Oklahoma Firefighters\u2019 financial interest is\n\nunquestionably lower than Boston\u2019s.\n\n The timing of Oklahoma Firefighters\u2019 motion raises additional concerns. On November\n\n24, 2025, this Court ordered that motions for Lead Plaintiff appointment were due December 22,\n\n2025. ECF No. 22. On December 22, 2025, counsel for Oklahoma Firefighters submitted a notice\n\nrefuting this Court\u2019s deadline and claiming the motions were due December 23, 2025. ECF No.\n\n23. On December 22, 2025, Boston timely filed its motion, conservatively estimating its loss at\n\n$530,845. A full day later, Oklahoma Firefighters submitted its motion, conveniently claiming a\n\nloss a few thousand dollars greater than Boston based on an incorrect application of the PSLRA\u2019s\n\ndamage provisions. ECF No. 34-3.\n\n Regardless of whether these miscalculations were made in error or a deliberate attempt to\n\nboost Oklahoma Firefighters\u2019 claimed financial interest in the relief sought by the class just enough\n\nto exceed Boston\u2019s, they disqualify Oklahoma Firefighters from appointment in this matter. Courts\n\nroutinely reject movants with similar errors in their motions. See Camp v. Qualcomm Inc., 2019\n\nWL 277360, at *3 (S.D. Cal. Jan. 22, 2019) (rejecting a movant in part because of \u201cbecause of\n\nsignificant errors in the . . . loss calculations accompanying\u201d the motion and the fact that the\n\nmovant used \u201cthe wrong loss calculation\u201d which exaggerated the movant\u2019s loss); see also Diebold\n\nNixdorf, Inc., 2019 WL 5587148, at *6 (rejecting movant in part because the Court was\n\n\u201cdisquieted by the errors contained in the [movants\u2019] original submissions,\u201d which exaggerated\n\nthe movants\u2019 loss total); Plaut v. Goldman Sachs Grp., Inc., 2019 WL 4512774, at *5 (S.D.N.Y.\n\nSept. 19, 2019) (rejecting a lead plaintiff movant which made a clerical error excluding\n\ntransactions from its initial submission, stating the error \u201cspeak[s] to a level of carelessness, and\n\ncauses me to doubt whether [Movant] possesses the necessary adequacy and sophistication to be\n\n\n\n 6\n\f Case: 1:25-cv-13018 Document #: 53 Filed: 01/23/26 Page 11 of 15 PageID #:454\n\n\n\n\nlead plaintiff\u201d); Rodriguez v. DraftKings Inc., 2021 WL 5282006, at *5-6, *9 (S.D.N.Y. Nov. 12,\n\n2021) (finding a lead plaintiff movant inadequate in part due to inconsistencies in the movant\u2019s\n\nloss chart and certification). Oklahoma Firefighters\u2019 motion for Lead Plaintiff appointment should\n\ntherefore be denied.\n\n B. Boston\u2019s Financial Interest Is Larger than Oklahoma Firefighters\u2019 Using a\n Feasible Alternative Cost Basis\n\n Even Oklahoma Firefighters\u2019 inflated loss is only superior to that of Boston when applying\n\na highly conservative cost basis of $26.95 to the James Hardie shares Boston acquired. Applying\n\nthe closing day\u2019s price of $28.08, Boston\u2019s loss is $616,480, again the largest loss of any competing\n\nmovant.\n\n By way of background, Boston acquired its relevant James Hardie shares as part of James\n\nHardie\u2019s acquisition of AZEK on July 1, 2025. As part of this transaction, AZEK shareholders\n\nwhich chose to retain their shares through the day of closing received $26.45 in cash 3 and 1.0340\n\nordinary shares of James Hardie for each share of AZEK common stock held. 4 See Ex. B attached\n\n\n\n3\n Oklahoma Firefighters may attempt to argue that Boston\u2019s loss in James Hardie shares should be\nnetted against the cash payment it received in exchange for its AZEK shares. For the avoidance\nof doubt, no such netting is required or appropriate. It is axiomatic that additional financial benefits\nreceived for acquiring a security do not reduce a plaintiff\u2019s recovery in action brought under the\nExchange Act. See Cole v. Health Mgmt. Assocs., Inc., 2008 WL 11334897, at *4 (M.D. Fla. May\n14, 2008) (refusing to offset a lead plaintiff movant\u2019s loss with dividend payments he received\nfrom owning the relevant securities); Randall v. Loftsgaarden, 478 U.S. 647, 663 (1986) (rejecting\nargument that a plaintiff\u2019s damages in an action under Section 10(b) must be offset by tax benefits\nplaintiff received from fraudulent transaction); Nolfi v. Ohio Kentucky Oil Corp., 675 F.3d 538,\n550 (6th Cir. 2012) (rejecting argument that tax benefits received as part of an investment must be\nsubtracted from recovery).\n4\n AZEK shares were valued at $54.35 on June 30, 2025 at the close of trading, reflecting the\nmarket\u2019s valuation of the $26.45 cash payment combined with the perceived value of the James\nHardie shares which investors would acquire the next day.\n\n\n 7\n\f Case: 1:25-cv-13018 Document #: 53 Filed: 01/23/26 Page 12 of 15 PageID #:455\n\n\n\n\nhereto (press release explaining James Hardie\u2019s acquisition of AZEK). Pursuant to this\n\ntransaction, on July 1, 2025, Boston exchanged 73,292 AZEK shares for 75,783 James Hardie\n\nshares. ECF No. 25-1. 5 On July 1, 2025, James Hardie stock opened at a price of $26.95 and\n\nclosed at $28.08.\n\n The appropriate \u201cpurchase price\u201d for Boston\u2019s acquisition is the market value of James\n\nHardie shares at the time of the acquisition, July 1, 2025. This is because the relevant accounting\n\nprovisions require that the consideration paid in a business combination be valued at \u201cfair value.\u201d\n\nASC 805-30-30-7. GAAP defines fair value as \u201c[t]he price that would be received to sell an asset\n\nor paid to transfer a liability in an orderly transaction between market participants at the\n\nmeasurement date.\u201d ASC 820-10-20. Therefore, under the relevant accounting rules, it is\n\nappropriate for Boston to apply the \u201cfair value\u201d (or market price) of James Hardie shares on the\n\ndate of acquisition as the cost basis for the transaction. This is not a novel approach. In a similar\n\ninstance, the court in In re Nike, Inc. Securities Litigation applied an adjacent GAAP provision to\n\nconclude a lead plaintiff movant properly recorded the \u201cmarket price\u201d as the cost basis for shares\n\nreceived through a transfer. 2024 WL 4579499, at *5 (D. Or. Oct. 25, 2024).\n\n Boston submitted its initial loss calculation based on the $26.95 opening price to provide\n\nthe Court with the more conservative estimate of Boston\u2019s claimed loss at this early stage.\n\n\n\n5\n Although Boston did not make open market purchases of James Hardie stock, its acquisition\nsquarely positions it within the Class definition. See ECF No. 1 \u00b6 52 (defining the relevant Class\nas \u201call persons and entities who purchased or otherwise acquired James Hardie common stock\nbetween May 20, 2025 through August 18, 2025, inclusive\u201d); see also Gelles v. TDA Indus., Inc.,\n44 F.3d 102, 104 (2d Cir. 1994) (\u201cThe Supreme Court has held that the simple exchange of shares\nin a merger qualifies as a purchase or sale when shareholders become shareholders in a new\ncompany.\u201d); Atlantica Holdings, Inc. v. BTA Bank JSC, 2017 WL 3731948, at *2 (S.D.N.Y. Aug.\n29, 2017) (\u201c[A]n exchange of one security for another constitutes a purchase or sale within the\nmeaning of the Exchange Act.\u201d).\n\n\n 8\n\f Case: 1:25-cv-13018 Document #: 53 Filed: 01/23/26 Page 13 of 15 PageID #:456\n\n\n\n\nHowever, at later stages, the Court-appointed Lead Plaintiff must make the strongest viable\n\narguments to maximize the Class\u2019 potential recovery. See Ramirez v. Exxon Mobil Corp., 2023\n\nWL 5415315, at *8 (N.D. Tex. Aug. 21, 2023) (appointing a lead plaintiff as a class representative\n\nin part because it was \u201chighly motivated to . . . maximize the recovery not only for itself, but also\n\nfor the absentee class members); Baron v. HyreCar Inc., 2024 WL 3504234, at *13 (C.D. Cal. July\n\n19, 2024) (appointing a lead plaintiff as a class representative for settlement purposes in part due\n\nto its \u201cdesire to maximize the settlement recovery\u201d); see also ECF No. 33 at 7 (Oklahoma\n\nFirefighters claiming that it should be appointed because it is \u201c highly incentivized to maximize\n\nthe recovery for all Class members harmed by Defendants\u2019 misrepresentations and omissions\u201d).\n\nThis includes arguing that Class members such as Boston can measure their loss using the most\n\nfavorable cost basis practicable, the $28.08 closing price.\n\n Because former AZEK shareholders made up approximately one fourth of James Hardie\n\nshareholders after the acquisition (see Ex. C attached hereto (press releases explaining that \u201cJames\n\nHardie and AZEK shareholders are expected to own approximately 74% and 26%, respectively,\n\nof the combined company\u201d)) a large amount of the relevant Class will be situated similarly to\n\nBoston. Therefore, to advance the interests of all Class members, the Lead Plaintiff will argue that\n\nthe higher $28.08 closing price should be utilized as the cost basis for those James Hardie shares\n\nreceived in the merger in order to maximize the Class\u2019 potential recovery. Under this rubric,\n\nBoston\u2019s loss exceeds Oklahoma Firefighters\u2019 regardless of loss calculation methodology. And\n\nany attempt at this stage to undercut that argument and minimize potential recovery for legacy\n\nAZEK shareholders should be seen for what it is\u2014a purely self-interested attempt to limit the\n\nClass\u2019 potential recovery in order to achieve the coveted lead counsel position. See Eichenholtz v.\n\nVerifone Holdings, Inc., 2008 WL 3925289, at *2 (N.D. Cal. Aug. 22, 2008) (court noting that it\n\n\n\n 9\n\f Case: 1:25-cv-13018 Document #: 53 Filed: 01/23/26 Page 14 of 15 PageID #:457\n\n\n\n\nwas \u201cwary of arguments\u201d by lead plaintiff movants which \u201climit[] the potential amount of\n\ndamages\u201d).\n\n Boston\u2019s $616,480 loss using this cost basis is clearly larger than even Oklahoma\n\nFirefighters\u2019 inflated $532,973 loss figure. Therefore, Boston has a superior financial interest and\n\nshould be appointed.\n\n CONCLUSION\n\n For the reasons set forth above and in its opening brief, Boston respectfully requests that\n\nthe Court appoint Boston as Lead Plaintiff, approve their selection of counsel, and deny the\n\ncompeting motions.\n\nDated: January 23, 2026 Respectfully submitted,\n\n ROBBINS GELLER RUDMAN\n & DOWD LLP\n\n /s/ Frank A. Richter\n James E. Barz (IL BAR #6255605)\n Frank A. Richter (IL BAR #6310011)\n 200 South Wacker Drive, 31st Floor\n Chicago, IL 60606\n Telephone: (630) 696-4107\n jbarz@rgrdlaw.com\n frichter@rgrdlaw.com\n\n ROBBINS GELLER RUDMAN\n & DOWD LLP\n Danielle S. Myers (ILND-GB-5711)\n Michael Albert\n 655 W. Broadway, Suite 1900\n San Diego, CA 92101\n Telephone: (619) 231-1058\n dmyers@rgrdlaw.com\n malbert@rgrdlaw.com\n\n Proposed Liaison Counsel for the Class\n\n\n 10\n\fCase: 1:25-cv-13018 Document #: 53 Filed: 01/23/26 Page 15 of 15 PageID #:458\n\n\n\n\n LABATON KELLER SUCHAROW LLP\n Francis P. McConville (admitted pro hac vice)\n Connor C. Boehme (admitted pro hac vice)\n 140 Broadway\n New York, NY 10005\n Telephone: (212) 907-0700\n fmcconville@labaton.com\n cboehme@labaton.com\n\n Counsel for Proposed Lead Plaintiff and\n Proposed Lead Counsel for the Class\n\n\n\n\n 11\n\f","ocr_status":2,"date_upload":"2026-05-18T10:02:57.526398-07:00","document_number":"53","attachment_number":null,"pacer_doc_id":"067033969066","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/479569637/","id":479569637,"tags":[],"absolute_url":"/docket/71747028/53/1/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-05-18T10:02:54.629495-07:00","date_modified":"2026-05-22T05:03:47.028965-07:00","sha1":"e91a8fca0df3cb4773f7790958a84644ca25dbc7","page_count":2,"file_size":97665,"filepath_local":"recap/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.53.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.53.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case: 1:25-cv-13018 Document #: 53-1 Filed: 01/23/26 Page 1 of 2 PageID #:459\n\n\n\n\n Exhibit A\n\f Case: 1:25-cv-13018 Document #: 53-1 Filed: 01/23/26 Page 2 of 2 PageID #:460\nLOSS ANALYSIS\nFiled Class Period: 05/20/25 - 08/18/25\n\nJames Hardie Industries plc\n 1\n TICKER CUSIP ISIN SEDOL Lookback Price\n JHX G4253H101 IE000R94NGM2 BT18HQ0 $19.9452\n\nBoston Retirement System\nLIFO\nTransaction Type Trade Date Shares Share Price Cost/Proceeds\n 2\nAcquisitions 07/01/25 75,783 $28.0800 ($2,127,986.64)\nClass Period Purchases: 75,783 ($2,127,986.64)\n\nClass Period Sales that match to Pre- 0 $0.00\nClass Period:\n\nClass Period Sales that match to Class 0 $0.00\nPeriod Purchases:\n\n Shares Held: 75,783 $19.9452 $1,511,507.09\n\n LIFO Gain/(Loss): ($616,479.55)\n\n Total Shares Bought: 75,783\n Total Net Shares: 75,783\n Total Net Expenditures: ($2,127,986.64)\n\n1\n Value of shares held is the mean trading price from 08/20/25 - 11/17/25\n2\n Shares of James Hardie common stock were acquired in exchange for shares of the AZEK Company common stock\n\f","ocr_status":2,"date_upload":"2026-05-18T10:03:05.173869-07:00","document_number":"53","attachment_number":1,"pacer_doc_id":"067033969067","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit A - Loss Chart","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/479569638/","id":479569638,"tags":[],"absolute_url":"/docket/71747028/53/2/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-05-18T10:02:54.662022-07:00","date_modified":"2026-05-22T05:06:02.460441-07:00","sha1":"44da3e5b9189ed8b8e35beeca920de89dd3baffe","page_count":9,"file_size":662070,"filepath_local":"recap/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.53.2.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.53.2.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case: 1:25-cv-13018 Document #: 53-2 Filed: 01/23/26 Page 1 of 9 PageID #:461\n\n\n\n\n Exhibit B\n\f Case: 1:25-cv-13018 Document #: 53-2 Filed: 01/23/26 Page 2 of 9 PageID #:462\n\nIntroducing Iron Gray \u2013 James Hardie\u2019s 2026 Color of the Year. Make a\nstatement that\u2019s both stylish and sophisticated.\n\nExplore Iron Gray\n\n\n\n\n About James Hardie N Pe\u2026 James Hardie Completes Acquisition of AZEK to Become a L\u2026\n\n\n\n\nJames Hardie Completes Acquisition\nof AZEK to Become a Leading\nProvider of Exterior Home and\nOutdoor Living Solutions\n The combination of James Hardie and AZEK creates a company with an accelerated\n growth rate, peer-leading profitability and robust cash generation.\n\f Case: 1:25-cv-13018 Document #: 53-2 Filed: 01/23/26 Page 3 of 9 PageID #:463\n\n\n\n\nCombines World-Class Talent with Shared Cultures Focused on Providing Winning Solutions\nAcross the Customer Value Chain\n\n\nUnites Highly Complementary Offerings of Leading Exterior Brands and Significantly Expands\nJames Hardie\u2019s Total Addressable Market\n\n\nCombination Will Capture Significant Commercial and Cost Synergies, Accelerate James Hardie\u2019s\nRevenue and EBITDA Growth and Drive Robust Free Cash Flow Generation\n\n\nSYDNEY & CHICAGO--(BUSINESS WIRE)--Today, James Hardie Industries plc (NYSE / ASX:\nJHX) (\u201cJames Hardie\u201d or the \u201cCompany\u201d), a leader in high-performance, low-maintenance building\nproduct solutions, successfully completed its previously announced acquisition of The AZEK\u00ae\nCompany (\u201cAZEK\u201d) in a cash-and-stock transaction for $26.45 in cash and 1.0340 ordinary shares\nof James Hardie for each share of AZEK common stock held for a total of $54.18 per share, based\non the closing stock price of AU$40.77 per share based on James Hardie\u2019s CHESS Depositary\n\f Case: 1:25-cv-13018 Document #: 53-2 Filed: 01/23/26 Page 4 of 9 PageID #:464\nInterest (CDI) listing on the Australian Securities Exchange (ASX) and an exchange rate of 0.6579.\nThis represents an implied value of $8.4 billion, including the value of share-based awards and the\nrepayment of AZEK\u2019s outstanding debt.\n\n\u201cI want to thank our James Hardie teammates for their focus and dedication to our customers, and\nto the AZEK team, I am pleased to formally welcome you to James Hardie,\u201d said Aaron Erter, Chief\nExecutive Officer, James Hardie. \u201cTogether, we are a stronger team and have never been better\npositioned to serve our customers and create value for all our stakeholders. As a combined\norganization, our purpose of Building a Better Future for All\u2122 will drive our continued success as a\nleading provider of exterior home and outdoor living solutions.\u201d\n\nJames Hardie now features a portfolio of high-performance, low-maintenance exterior brands,\nincluding Hardie\u00ae, TimberTech\u00ae, AZEK\u00ae Exteriors, Versatex\u00ae, StruXure\u00ae, Ultralox\u00ae and Intex\u00ae.\nCollectively, James Hardie brands offer incredible value, as well as endless design possibilities for\nhomeowners looking for siding, decking, trim, railing, and pergolas.\n\n\nThe combination of James Hardie and AZEK creates a company with an accelerated growth rate,\npeer-leading profitability and robust cash generation. James Hardie intends to use its strong\nfinancial profile to support organic growth, deleverage and fund ongoing share repurchases.\n\n\nCombined Organization Leadership\nAs previously announced, Aaron Erter and Rachel Wilson will continue to serve as Chief Executive\nOfficer and Chief Financial Officer. Jon Skelly has been appointed President \u2013 AZEK Residential,\nSam Toole will join James Hardie as Chief Marketing Officer, AZEK\u00ae brands, and Chris Russell will\njoin James Hardie as VP, Global Strategy and Corporate Development.\n\nAdditional members of James Hardie\u2019s Executive Leadership team include:\n\nFarhaj Majeed, Chief Human Resources Officer\nTim Beastrom, Chief Legal Officer\nSean Gadd, President, James Hardie, North America\nJoe Liu, Chief Technology Officer\nJames Johnson II, Chief Information Officer\nRyan Kilcullen, Chief Operations Officer\nJohn Arneil, President, Asia Pacific\nChristian Claus, President, Europe\nJoel Wasserman, VP, Corporate Communications and James Hardie Global Brand Management\nJeff Wrobel, VP, Integration Management Office\n\f Case: 1:25-cv-13018 Document #: 53-2 Filed: 01/23/26 Page 5 of 9 PageID #:465\nJesse Singh, Howard Heckes, and Gary Hendrickson will join the James Hardie Board of Directors.\n\n\nTermination of American Depositary Share Program and Listing of Ordinary Shares\nThe previously announced termination of James Hardie\u2019s American Depositary Share program took\neffect on July 1, 2025, and James Hardie\u2019s ordinary shares are now listed and traded on the NYSE\nunder the symbol \u201cJHX.\u201d James Hardie ordinary shares continue to be listed for trading on the\nAustralian Securities Exchange via CHESS Units of Foreign Securities, each representing beneficial\nownership of one James Hardie ordinary share.\n\nFiscal Year 2026 Guidance and First Quarter Earnings Call Timing\nJames Hardie expects to provide guidance regarding the anticipated contribution of the acquisition\nto James Hardie\u2019s fiscal year 2026 financial results at the time of the Company\u2019s first quarter\nearnings call.\n\nThe Company also announced it will release financial results for the first quarter of its 2026 fiscal\nyear after the market closes in the United States on Tuesday, August 19, and hold a conference call\nto discuss results at 6:00 PM Eastern Daylight Time the same evening (Wednesday, August 20, at\n8:00 AM AEDT, hosted by Aaron Erter, CEO, and Rachel Wilson, CFO. The event will be webcast\nlive on the Investor Relations page of James Hardie\u2019s corporate website (www.jameshardie.com).\n\nTeleconference Registration: https://s1.c-conf.com/diamondpass/10048518-k9i8u7.html\nWebcast Registration: https://edge.media-server.com/mmc/p/mzuqdz9g\n\n\nAbout James Hardie\nJames Hardie Industries plc (NYSE: JHX; ASX: JHX) is the industry leader in exterior home and\noutdoor living solutions, with a portfolio that includes fiber cement, fiber gypsum, and composite\nand PVC decking and railing products. Products offered by James Hardie are engineered for\nbeauty, durability, and climate resilience, and include trusted brands like Hardie\u00ae, TimberTech\u00ae,\nAZEK\u00ae Exteriors, Versatex\u00ae, fermacell\u00ae and StruXure\u00ae.\n\nWith a global footprint, the James Hardie portfolio is marketed and sold throughout North America,\nEurope, and the Asia-Pacific region.\n\nJames Hardie Industries plc is a limited liability company incorporated in Ireland with its registered\noffice at 1st Floor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland.\n\n\nFor more information, visit www.jameshardie.com.\n\f Case: 1:25-cv-13018 Document #: 53-2 Filed: 01/23/26 Page 6 of 9 PageID #:466\nForward-Looking Statements\nStatements in this communication, including statements regarding the Company\u2019s acquisition of\nAZEK (the \u201cAcquisition\u201d), that are not historical facts are \u201cforward-looking statements\u201d within the\nmeaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated\nthereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6\npromulgated thereunder, which statements involve inherent risks and uncertainties and are made\npursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of\n1995.Examples of forward-looking statements include statements about the Company\u2019s future\nperformance or expectations and the Company\u2019s plans, objectives or goals. Words such as\n\u201cbelieve,\u201d \u201canticipate,\u201d \u201cplan,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201ctarget,\u201d \u201cestimate,\u201d \u201cproject,\u201d \u201cpredict,\u201d \u201ctrend,\u201d\n\u201cforecast,\u201d \u201cguideline,\u201d \u201caim,\u201d \u201cobjective,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201clikely,\u201d \u201ccontinue,\u201d \u201cmay,\u201d\n\u201cobjective,\u201d \u201coutlook\u201d and similar expressions may identify forward-looking statements, but are not\nthe exclusive means of identifying such statements. Investors are cautioned not to place undue\nreliance on forward-looking statements.\n\nForward-looking statements of the Company are based on the current expectations, estimates and\nassumptions of the Company and, because forward-looking statements address future results,\nevents and conditions, they, by their very nature, involve inherent risks and uncertainties, many of\nwhich are unforeseeable and beyond the control of the Company. Such known and unknown risks,\nuncertainties and other factors may cause actual results, performance or other achievements to\ndiffer materially from the anticipated results, performance or achievements expressed, projected or\nimplied by forward-looking statements. These factors include risks and uncertainties relating to the\nAcquisition, including, but not limited to, possible negative effects of the Acquisition on the market\nprice of the Company\u2019s shares and/or business, financial condition, results of operations and\nfinancial performance; the impact of the additional indebtedness the Company has incurred in\nconnection with the Acquisition; risks relating to unknown liabilities; the possibility that the\nanticipated synergies and other benefits from the Acquisition cannot be realized in full or at all or\nmay take longer to realize than expected; risks associated with contracts containing consent\nand/or other provisions triggered by the Acquisition; risks associated with Acquisition-related\nlitigation; the possibility that costs or difficulties related to the integration of AZEK will be greater\nthan expected; the risk that the Acquisition could have an adverse effect on the Company\u2019s\nrelationships with employees and other business partners, including suppliers and customers; the\nrisk of other Acquisition-related disruptions to the business, including business plans and\noperations, of the Company; and the possibility that, as a result of the Acquisition or otherwise, the\nCompany could lose its foreign private issuer status and be required to bear the costs and\nexpenses related to full compliance with rules and regulations that apply to U.S. domestic issuers.\n\f Case: 1:25-cv-13018 Document #: 53-2 Filed: 01/23/26 Page 7 of 9 PageID #:467\nAdditional important factors relating to the Company that could cause actual results to differ\nmaterially from those reflected in forward-looking statements include, but are not limited to, the\nrisks and uncertainties set forth in Section 3 \"Risk Factors\" in the Company\u2019s Annual Report on\nForm 20-F for the fiscal year ended March 31, 2025 (the \u201cCompany 2025 Annual Report\u201d); changes\nin general economic, political, governmental and business conditions globally and in the countries\nin which the Company does business; changes in interest rates; changes in inflation rates; changes\nin exchange rates; the level of construction generally; changes in cement demand and prices;\nchanges in raw material and energy prices; changes in business strategy and various other factors.\n\n\nThese factors are not necessarily all of the factors that could cause the Company\u2019s actual results,\nperformance or achievements to differ materially from those expressed in or implied by any of the\nforward-looking statements. Other factors, including unknown or unpredictable factors, could also\nharm the Company\u2019s results.\n\n\nThe foregoing discussion of risks and uncertainties is not exhaustive; other risks and uncertainties\nmay cause actual results to differ materially from those referenced in any forward- looking\nstatements. All forward-looking statements of the Company, or persons acting on the Company\u2019s\nbehalf, are expressly qualified in their entirety by the cautionary statements set forth above.\nForward-looking statements in this communication speak only as of the date of this\ncommunication and are statements of then current expectations concerning future results, events\nand conditions. The Company assumes no obligation to update any forward-looking statements or\ninformation except as required by law. If the Company updates one or more forward-looking\nstatements, no inference should be drawn that the Company will make additional updates with\nrespect to those or other forward-looking statements. Further information regarding the Company\nthat could affect the forward-looking statements contained herein can be found in the Company\n2025 Annual Report and in other documents filed or furnished by the Company with the SEC.\n\n\n\nContacts\nJames Hardie Contacts:\n\nInvestor Relations:\nJoe Ahlersmeyer, CFA\nVice President, Investor Relations\n+1 773-970-1213\ninvestors@jameshardie.com\n\f Case: 1:25-cv-13018 Document #: 53-2 Filed: 01/23/26 Page 8 of 9 PageID #:468\nMedia:\nEd Trissel / Arielle Rothstein\nJoele Frank, Wilkinson Brimmer Katcher\n+1 212-355-4449\n\n\nJack Gordon\nSodali & Co.\n+61 478 060 362\njack.gordon@sodali.com\n\n\n\n\n Performance\n\n\n\n\nQuick Links\n\nHomeowner Help\n\nPros Resources\n\nAdditional Information\n\n\n\nFollow James Hardie\n\n\n\n\nContact Us 1-888-J-HARDIE\n\n\n\n\n\u00a9 2025 James Hardie Building Products Inc. All rights reserved. Unless otherwise noted \u2122 or \u00ae denote trademarks or registered\ntrademarks of James Hardie Technology Ltd.\n\n\nPrivacy Terms and California Supply Chain Canadian Forced Do Not Sell My\n Sitemap\nPolicy Conditions Transparency Act Labour Report Personal Information\n\f Case: 1:25-cv-13018 Document #: 53-2 Filed: 01/23/26 Page 9 of 9 PageID #:469\nGet a Quote 10001\n\f","ocr_status":1,"date_upload":"2026-05-18T10:05:04.305433-07:00","document_number":"53","attachment_number":2,"pacer_doc_id":"067033969068","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit B - 7/1/25 Press Release","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/479569640/","id":479569640,"tags":[],"absolute_url":"/docket/71747028/53/3/laborers-district-council-and-contractors-pension-fund-of-ohio-v-james/","date_created":"2026-05-18T10:02:54.679367-07:00","date_modified":"2026-05-22T04:37:38.722416-07:00","sha1":"cdbadbd2ea2fa61b439bc3207dbaa2ebc73f24a4","page_count":15,"file_size":932384,"filepath_local":"recap/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.53.3.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.ilnd.488649/gov.uscourts.ilnd.488649.53.3.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case: 1:25-cv-13018 Document #: 53-3 Filed: 01/23/26 Page 1 of 15 PageID #:470\n\n\n\n\n Exhibit C\n\f Case: 1:25-cv-13018 Document #: 53-3 Filed: 01/23/26 Page 2 of 15 PageID #:471\n\nIntroducing Iron Gray \u2013 James Hardie\u2019s 2026 Color of the Year. Make a\nstatement that\u2019s both stylish and sophisticated.\n\nExplore Iron Gray\n\n\n\n\n About James Hardie N\u2026 Perf\u2026 James Hardie and AZEK to Combine Creating a Leading B\u2026\n\n\n\n\nJames Hardie and AZEK to Combine\nCreating a Leading Building\nProducts Growth Platform\n Unites highly complementary offerings of leading exterior brands and significantly expands\n James Hardie\u2019s total addressable market.\n\f Case: 1:25-cv-13018 Document #: 53-3 Filed: 01/23/26 Page 3 of 15 PageID #:472\nCombines World-Class Talent with Shared Cultures Focused on Providing Winning Solutions\nAcross the Customer Value Chain\n\n\nUnites Highly Complementary Offerings of Leading Exterior Brands and Significantly Expands\nJames Hardie\u2019s Total Addressable Market\n\n\nExpected to Accelerate James Hardie\u2019s Revenue Growth Trajectory and Generate at Least $350\nMillion of Additional Annual Adjusted EBITDA from Synergies when Fully Realized\n\n\nExpected to be Accretive to James Hardie\u2019s Cash Earnings Per Share in First Full Fiscal Year After\nClosing\n\n\nCombined Company\u2019s Compelling Value Proposition, Increased Scale, Significant Runway for\nEnhanced Financial Growth and Two Major Global Listings Unlocks Potential for Valuation Uplift\n\n\nCompanies to Host Investor Conference Call Today, March 24, 2025 at 9:00am Australian Eastern\nDaylight Time / March 23, 2025 at 6:00pm U.S. Eastern Time\n\n\n\n\nSYDNEY and CHICAGO, March 24, 2025 \u2013 James Hardie Industries plc (ASX / NYSE: JHX)\n(\u201cJames Hardie\u201d or the \u201cCompany\u201d), a leader in providing high-performance, low-maintenance\nbuilding products and solutions, and The AZEK Company Inc. (NYSE: AZEK) (\u201cAZEK\u201d), a leading\nmanufacturer of high-performance, low-maintenance and environmentally sustainable outdoor\nliving products, today announced entry into a definitive agreement (the \u201cAgreement\u201d) under which\nJames Hardie will acquire AZEK for a combination of cash and James Hardie shares with a total\ntransaction value of $8.75 billion, including AZEK\u2019s net debt of approximately $386 million as of\nDecember 31, 2024.\n\nUnder the terms of the Agreement, AZEK shareholders will receive $26.45 in cash and 1.0340\nordinary shares of James Hardie to be listed on the New York Stock Exchange (NYSE) for each\nshare of AZEK common stock they own. The stock and cash consideration represents a total per\nshare value of $56.88, based on the closing stock price of AU$46.80 per share of James Hardie\u2019s\nCHESS Depositary Interest (CDI) listing on the Australian Securities Exchange (ASX) on March 21,\n2025, which is a 26% premium to AZEK\u2019s volume-weighted average price (VWAP) over the 30\ntrading days prior to March 21, 2025 and a 21% premium to AZEK\u2019s VWAP over the 60 trading\ndays prior to March 21, 2025. Upon completion of the transaction, James Hardie and AZEK\n\f Case: 1:25-cv-13018 Document #: 53-3 Filed: 01/23/26 Page 4 of 15 PageID #:473\nshareholders are expected to own approximately 74% and 26%, respectively, of the combined\ncompany. Following the closing of the transaction, James Hardie\u2019s ordinary shares will be listed on\nthe NYSE and James Hardie is expected to be eligible for broader index inclusion in the U.S. in the\nfuture. James Hardie will maintain its current CDI listing and index inclusion on the ASX.\n\nThe combination of James Hardie and AZEK will create a leading exterior and outdoor living\nbuilding products growth platform with efficient scale and profitability supported by leading brands\ndriving material conversion. By bringing together highly complementary products that span siding,\nexterior trim, decking, railing and pergolas, the combined company will offer a comprehensive and\ninnovative material replacement solution to homeowners, customers and contractors.\n\n\n\"This combination with AZEK is an extraordinary opportunity to accelerate our growth strategy,\ndeliver enhanced and differentiated solutions to our customers and drive shareholder value,\u201d said\nAaron Erter, James Hardie CEO. \u201cWe are uniting two highly complementary companies with large\nmaterial conversion opportunities and shared cultures centered around providing winning solutions\nto our customers and contractors. Together, we will be well positioned to drive sustained above\nmarket growth as a leader across attractive categories for the exterior of the home. The consumer\njourneys for siding and decking often overlap and both companies have excelled at demand\ncreation for the homeowner and innovative products and solutions for the contractor. Additionally,\ngiven the substantial opportunity to drive synergies and James Hardie and AZEK\u2019s shared\ndiscipline around operational efficiency, we expect to significantly enhance the combined\ncompany\u2019s profitability and cash flow. On behalf of the entire James Hardie team, I look forward to\nwelcoming the talented AZEK team to the James Hardie family and together extending our track\nrecord of success.\u201d\n\n\n\u201cOver AZEK\u2019s more than 40-year history, we have made strategic investments in innovation,\ncapabilities and talent, driving sustained above-market growth with our industry-leading brands,\nincluding TimberTech and AZEK Exteriors, and delivering an attractive margin profile with\nsignificant opportunities for expansion ahead. Building upon our proven track record of success,\ntoday marks an exciting start to the next phase of AZEK\u2019s journey to further accelerate growth and\nmaterial conversion,\u201d said AZEK CEO, Jesse Singh. \u201cTogether with James Hardie, we are delivering\nvalue to AZEK shareholders and providing them meaningful participation in the long term secular\nand financial growth opportunities created by the combined company. We are bringing together\ntwo customer-centric organizations with a shared commitment to innovation and building a better,\nmore sustainable and resilient future, and we are excited about the opportunities ahead.\u201d\n\f Case: 1:25-cv-13018 Document #: 53-3 Filed: 01/23/26 Page 5 of 15 PageID #:474\n\nCompelling Strategic and Financial Benefits\n Creates a leading exterior and outdoor living growth platform: The transaction brings\n together two high-growth companies with complementary product offerings across major\n categories on the exterior of the home. James Hardie\u2019s and AZEK\u2019s brands benefit from\n efficiencies of scale and innovative products and, when combined, will create a compelling\n proposition across the customer value chain. The addition of AZEK, which has averaged more\n than 15% net sales growth in its residential business segment over the last seven years, will\n materially enhance James Hardie\u2019s top-line growth trajectory. As a result of the combination,\n over the next five years, the annual growth rates of James Hardie\u2019s net sales and adjusted\n EBITDA are expected to accelerate by more than 250 basis points and 300 basis points,\n respectively.\n\n Accelerates material conversion-led growth: Both companies have a long history of\n material conversion-led growth; each offering products with compelling aesthetics and\n durability. The combined company will increase its total addressable market in North America\n to $23 billion and have a meaningful opportunity to drive accelerated material conversion\n across its combined product offering.\n\n Provides customers a comprehensive solution of sustainable exterior and outdoor living\n brands: Together, James Hardie and AZEK provide a full-wrap and complementary solution for\n the exterior of the home, offering beautiful, resilient, fire, pest and weather resistant products\n that are easy to install with reduced maintenance and lower lifecycle costs. The combination\n will allow James Hardie to deliver significant benefits to all of its partners throughout the\n customer value chain.\n\n Delivers best-in-class financial profile: The combination of James Hardie and AZEK creates\n a company with an accelerated growth rate, peer-leading profitability and robust cash\n generation. In the 12-month period ended December 31, 2024, James Hardie and AZEK\n generated $5.9 billion in net sales, more than $1.8 billion in adjusted EBITDA and adjusted\n EBITDA margin of 31%, on a combined company basis and including the total expected run-\n rate benefit of synergies. The transaction is also expected to be accretive to James Hardie\u2019s\n cash earnings per share1 in the first full fiscal year after the closing of the transaction. Once\n run-rate cost synergies are achieved, the combined company is expected to generate robust\n annual free cash flow of greater than $1 billion, which James Hardie intends to use to support\n organic growth, deleverage and fund ongoing share repurchases. Further, the transaction\n delivers return on invested capital (\u201cROIC\u201d2 ) in excess of James Hardie\u2019s cost of capital within\n the medium term. James Hardie plans to execute up to $500 million of share repurchases in\n the 12 months after the closing of the transaction. At close, pro forma leverage is expected to\n be ~2.8x net debt to LTM adjusted EBITDA. James Hardie is targeting a leverage ratio below\n\f Case: 1:25-cv-13018 Document #: 53-3 Filed: 01/23/26 Page 6 of 15 PageID #:475\n 2.0x net debt to LTM adjusted EBITDA, inclusive of share repurchases, by the end of the\n second full fiscal year after the closing of the transaction. The combined business is also well\n positioned for a valuation uplift as a leading growth platform in building products with a\n strengthened financial profile, and greater global institutional investor relevance through two\n major stock exchange listings.\n\n Unlocks significant value through cost and commercial synergies: Through at least $125\n million of cost synergies and $500 million of commercial synergies, James Hardie expects to\n achieve at least $350 million of additional annual adjusted EBITDA. The full run-rate impact of\n cost and commercial synergies is expected to be realized three and five years post the closing\n of the transaction, respectively. The commercial synergies are underpinned by significant\n wallet share opportunities with each company\u2019s existing contractor network and customer\n base, as well as through enhanced offerings and a national footprint across North America. As\n a result, the Company believes there could be meaningful upside to the commercial synergies.\n\n\n\n\nGovernance and Leadership\nJames Hardie CEO Aaron Erter will serve as Chief Executive Officer, and James Hardie CFO Rachel\nWilson will serve as Chief Financial Officer, of the combined company.\n\n\nUpon the closing of the transaction, Howard Heckes, Gary Hendrickson and Jesse Singh will join\nJames Hardie\u2019s Board of Directors.\n\n\n\nTransaction Details\nThe boards of directors of both James Hardie and AZEK have each unanimously approved the\ntransaction. The transaction is currently anticipated to close in the second half of calendar year\n2025 and is subject to customary closing conditions, regulatory approvals and AZEK shareholder\napproval. A vote by James Hardie shareholders is not required for James Hardie to issue shares in\nconnection with the transaction.\n\n\nJames Hardie intends to fund the cash portion of the transaction through debt financing and has\nsecured a fully committed bridge financing facility led by Bank of America and Jefferies LLC.\n\f Case: 1:25-cv-13018 Document #: 53-3 Filed: 01/23/26 Page 7 of 15 PageID #:476\n\nJames Hardie and AZEK Full Year 2025\nGuidance\nJames Hardie today reaffirmed its fiscal year 2025 guidance provided on November 13, 2024, for\nNorth American volume and EBIT Margin, as well as Adjusted Net Income, not including any\nacquisition related costs.\n\n\nAZEK also reaffirmed all elements of its full-year fiscal 2025 and second quarter of fiscal 2025\noutlook provided on February 4, 2025.\n\n\n\nAdvisors\n\nJefferies LLC is serving as lead financial advisor, and BofA Securities is serving as co-advisor, to\nJames Hardie. Skadden, Arps, Slate, Meagher & Flom LLP, Arthur Cox LLP and Gilbert + Tobin are\nserving as legal counsel to James Hardie.\n\n\nGoldman Sachs is serving as financial advisor to AZEK, and Wachtell, Lipton, Rosen & Katz is\nserving as its legal counsel.\n\n\n\nConference Call and Webcast\n\nJames Hardie and AZEK leadership will host a conference call and online webcast at 9:00am\nAustralian Eastern Daylight Time on Monday, March 24, 2025 / 6:00pm U.S. Eastern Time on\nSunday, March 23, 2025 to discuss the transaction. Interested U.S. parties may call 1-800-451-\n7724, international participants should call 1-785-424-1116 and Australia participants should call\n180-014-4837. All participants should use the access code: 29082. Please dial in at least 10\nminutes before the call start time to ensure that you are connected to the call and to register your\nname and company.\n\n\nThose who wish to listen to the live conference call and view the accompanying presentation slides\nshould visit the Events & Presentations tab of the Investor Relations section of James Hardie\u2019s\nwebsite at https://ir.jameshardie.com.au/ or AZEK\u2019s website at\n\f Case: 1:25-cv-13018 Document #: 53-3 Filed: 01/23/26 Page 8 of 15 PageID #:477\nhttps://investors.azekco.com/overview/default.aspx. The press release and presentation slides for\nthe call will be posted to the Investor Relations section of each company\u2019s website prior to the call.\n\n\nA replay of the webcast can also be accessed via the Investor Relations section of each company\u2019s\nwebsite.\n\n\n\nAbout James Hardie\n\nJames Hardie Industries plc is the world\u2019s #1 producer and marketer of high-performance fiber\ncement and fiber gypsum building solutions. We market our fiber cement products and systems\nunder the Hardie\u2122 brand, such as Hardie\u00ae Plank, Hardie\u00ae Panel, Hardie\u00ae Trim, Hardie\u00ae Backer,\nHardie\u00ae Artisan Siding, Hardie\u2122 Architectural Collection, and other brand names such as\nCemboard\u00ae, Prevail\u00ae, Scyon\u00ae, Linea\u00ae and Hardie\u2122 Oblique\u2122 cladding. We are also a market\nleader in the European premium timber frame and dry lining business, especially in Germany,\nSwitzerland and Denmark. We market our fiber gypsum and cement-bonded boards under the\nfermacell\u00ae brand and our fire-protection boards under the AESTUVER\u00ae brand. James Hardie\nIndustries plc is a limited liability company incorporated in Ireland with its registered office at 1st\nFloor, Block A, One Park Place, Upper Hatch Street, Dublin 2, D02 FD79, Ireland.\n\n\n\nAbout The AZEK\u00ae Company\n\nThe AZEK Company Inc. (NYSE: AZEK) is the industry-leading designer and manufacturer of\nbeautiful, low maintenance and environmentally sustainable outdoor living products, including\nTimberTech\u00ae decking and railing, Versatex\u00ae and AZEK\u00ae Trim, and StruXure\u00ae pergolas.\nConsistently awarded and recognized as the market leader in innovation, quality, aesthetics and\nsustainability, our products are made from up to 85% recycled material and primarily replace wood\non the outside of homes, providing a long-lasting, eco-friendly, and stylish solution to consumers.\nLeveraging the talents of its approximately 2,000 employees and the strength of relationships\nacross its value chain, The AZEK Company is committed to accelerating the use of recycled\nmaterial in the manufacturing of its innovative products, keeping hundreds of millions of pounds of\nwaste and scrap out of landfills each year, and revolutionizing the industry to create a more\nsustainable future. The AZEK Company has recently been named one of America\u2019s Most\nResponsible Companies by Newsweek, a Top Workplace by the Chicago Tribune and U.S. News\nand World Report, one of Barron\u2019s 100 Most Sustainable U.S. Companies, one of TIME\u2019s World\u2019s\n\f Case: 1:25-cv-13018 Document #: 53-3 Filed: 01/23/26 Page 9 of 15 PageID #:478\nBest Companies in Sustainable Growth for 2025, and celebrated in Fast Company\u2019s 2024 Brands\nThat Matter list, where TimberTech was highlighted as a benchmark brand. Headquartered in\nChicago, Illinois, the company operates manufacturing and recycling facilities in Ohio,\nPennsylvania, Idaho, Georgia, Nevada, New Jersey, Michigan, Minnesota and Texas.\n\n\nCautionary Disclosure Regarding Forward-Looking Statements\nStatements in this communication, including statements regarding the proposed acquisition of The\nAZEK Company Inc. (\u201cAZEK\u201d) by James Hardie Industries plc (\u201cJHX\u201d), that are not historical facts\nare \u201cforward-looking statements\u201d within the meaning of Section 27A of the Securities Act of 1933,\nas amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange\nAct of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve\ninherent risks and uncertainties and are made pursuant to the safe harbor provisions of the Private\nSecurities Litigation Reform Act of 1995.\n\n\nExamples of forward-looking statements include statements about the anticipated benefits of the\nproposed transaction between JHX and AZEK (the \u201cTransaction\u201d), including estimated synergies,\nand the expected timing of completion of the Transaction; statements about the Company\u2019s future\nperformance; and statements regarding the Company\u2019s plans, objectives or goals. Words such as\n\u201cbelieve,\u201d \u201canticipate,\u201d \u201cplan,\u201d \u201cexpect,\u201d \u201cintend,\u201d \u201ctarget,\u201d \u201cestimate,\u201d \u201cproject,\u201d \u201cpredict,\u201d \u201ctrend,\u201d\n\u201cforecast,\u201d \u201cguideline,\u201d \u201caim,\u201d \u201cobjective,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201ccould,\u201d \u201clikely,\u201d \u201ccontinue,\u201d \u201cmay,\u201d\n\u201cobjective,\u201d \u201coutlook\u201d and similar expressions may identify forward looking statements but are not\nthe exclusive means of identifying such statements. Investors are cautioned not to place undue\nreliance on forward-looking statements.\n\n\nForward-looking statements of JHX and AZEK, respectively, are based on the current expectations,\nestimates and assumptions of JHX and AZEK, respectively, and, because forward-looking\nstatements address future results, events and conditions, they, by their very nature, involve\ninherent risks and uncertainties, many of which are unforeseeable and beyond the control of JHX\nor AZEK. Such known and unknown risks, uncertainties and other factors may cause actual results,\nperformance or other achievements to differ materially from the anticipated results, performance or\nachievements expressed, projected or implied by forward looking statements. These factors\ninclude risks and uncertainties relating to the Transaction, including, but not limited to, the\npossibility that required regulatory approvals for the Transaction or approval of the Transaction by\nAZEK\u2019s stockholders and other conditions to closing are not received or satisfied on a timely basis\nor at all; the possible occurrence of events that may give rise to a right of either or both of JHX and\nAZEK to terminate the merger agreement providing for the Transaction; possible negative effects of\n\f Case: 1:25-cv-13018 Document #: 53-3 Filed: 01/23/26 Page 10 of 15 PageID #:479\nthe announcement or the consummation of the Transaction on the market price of JHX\u2019s and/or\nAZEK\u2019s shares and/or on their respective businesses, financial conditions, results of operations and\nfinancial performance; uncertainties as to access to financing (including financing for the\nTransaction) on a timely basis and on reasonable terms; the impact of the additional indebtedness\nthe Company would incur in connection with the Transaction; risks relating to the value of the JHX\nshares to be issued in the Transaction and the contemplated listing arrangements for JHX shares\nand depositary interests following the Transaction; risks relating to significant transaction costs\nand/or unknown liabilities; the possibility that the anticipated synergies and other benefits from the\nTransaction cannot be realized in full or at all or may take longer to realize than expected; risks\nassociated with contracts containing consent and/or other provisions that may be triggered by the\nTransaction; risks associated with Transaction-related litigation; the possibility that costs or\ndifficulties related to the integration of JHX\u2019s and AZEK\u2019s businesses will be greater than expected;\nthe risk that the Transaction and its announcement could have an adverse effect on the parties\u2019\nrelationships with its and their employees and other business partners, including suppliers and\ncustomers; the potential for the Transaction to divert the time and attention of management from\nongoing business operations; the potential for contractual restrictions under the merger agreement\nproviding for the Transaction to adversely affect the parties\u2019 ability to pursue other business\nopportunities or strategic transactions; the risk of other Transaction related disruptions to the\nbusinesses, including business plans and operations, of JHX and AZEK; and the possibility that, as\na result of the Transaction or otherwise, JHX could lose its foreign private issuer status and be\nrequired to bear the costs and expenses related to full compliance with rules and regulations that\napply to U.S. domestic issuers. There can be no assurance that the Transaction will in fact be\nconsummated in the manner described or at all.\n\n\nAdditional important factors relating to JHX that could cause actual results to differ materially from\nthose reflected in forward-looking statements include, but are not limited to, the risks and\nuncertainties described in Section 3 \u201cRisk Factors\u201d in JHX\u2019s Annual Report on Form 20-F for the\nfiscal year ended March 31, 2024 (the \u201cJHX 2024 Annual Report\u201d); changes in general economic,\npolitical, governmental and business conditions globally and in the countries in which JHX does\nbusiness; changes in interest rates; changes in inflation rates; changes in exchange rates; the level\nof construction generally; changes in cement demand and prices; changes in raw material and\nenergy prices; and changes in business strategy. Additional important factors relating to AZEK that\ncould cause actual results to differ materially from those reflected in forward-looking statements\ninclude, but are not limited to, the risks and uncertainties described in AZEK\u2019s Annual Reports on\nForm 10-K and Form 10-K/A, Quarterly Reports on Form 10-Q and in its other filings with the U.S.\nSecurities and Exchange Commission (the \u201cSEC\u201d).\n\f Case: 1:25-cv-13018 Document #: 53-3 Filed: 01/23/26 Page 11 of 15 PageID #:480\nThese factors are not necessarily all of the factors that could cause JHX\u2019s, AZEK\u2019s or the combined\ncompany\u2019s actual results, performance or achievements to differ materially from those expressed in\nor implied by any of the forward-looking statements. Other factors, including unknown or\nunpredictable factors, could also harm JHX\u2019s, AZEK\u2019s or the combined company\u2019s results.\n\n\nThe foregoing discussion of risks and uncertainties is not exhaustive; other risks and uncertainties\nmay cause actual results to differ materially from those referenced in any forward-looking\nstatements. All forward-looking statements attributable to JHX, AZEK or the combined company,\nor persons acting on JHX\u2019s or AZEK\u2019s behalf, are expressly qualified in their entirety by the\ncautionary statements set forth above. Forward-looking statements in this communication speak\nonly as of the date of this communication and are statements of then current expectations\nconcerning future results, events and conditions. Neither JHX nor AZEK assumes any obligation to\nupdate any forward-looking statements or information except as required by law. If JHX or AZEK\nupdates one or more forward-looking statements, no inference should be drawn that JHX or AZEK\nwill make additional updates with respect to those or other forward-looking statements. Further\ninformation regarding JHX, AZEK and factors that could affect the forward-looking statements\ncontained herein can be found in the JHX 2024 Annual Report and in other documents filed or\nfurnished by JHX with the SEC and in AZEK\u2019s Annual Report on Form 10-K for the fiscal year\nended September 30, 2024, and in its other documents filed or furnished with the SEC.\n\n\nImportant Information and Where to Find It\n\nIn connection with the proposed transaction between JHX and AZEK, JHX will file with the SEC a\nregistration statement on Form F-4, which will include a proxy statement of AZEK that also serves\nas a prospectus of JHX (the \u201cproxy statement/prospectus\u201d), and each party will file other\ndocuments regarding the proposed transaction with the SEC. Investors and security holders are\nurged to read the proxy statement/prospectus and other relevant documents filed with the SEC\nwhen they become available, because they contain or will contain important information. The\ndefinitive proxy statement/prospectus will be sent to AZEK\u2019s stockholders. Investors and security\nholders may obtain free copies of the registration statement and the proxy statement/prospectus\n(when they become available) and other documents that are filed or will be filed with the SEC by\nJHX or AZEK through the SEC\u2019s website at https://www.sec.gov. Copies of documents filed with\nthe SEC by JHX will be available from JHX free of charge on JHX\u2019s website at\nir.jameshardie.com.au or upon request submitted to JHX by e mail addressed to\ninvestor.relations@jameshardie.com.au. Copies of documents filed with the SEC by AZEK will be\navailable from AZEK free of charge on AZEK\u2019s website at investors.azekco.com or upon request\nsubmitted to AZEK by mail addressed to The AZEK Company Inc., Attention: Corporate Secretary,\n\f Case: 1:25-cv-13018 Document #: 53-3 Filed: 01/23/26 Page 12 of 15 PageID #:481\n1330 W Fulton Street #350, Chicago, Illinois 60607. The information included on, or accessible\nthrough, JHX\u2019s or AZEK\u2019s website is not incorporated by reference into this communication.\n\n\nParticipants in the Solicitation\nJHX and certain of its directors, executive officers and other employees, and AZEK and its\ndirectors and certain of AZEK\u2019s executive officers and other employees, may be deemed to be\nparticipants in the solicitation of proxies in connection with the proposed transaction. Information\nabout JHX\u2019s directors and executive officers is contained in \u201cSection 1\u2014Directors, Senior\nManagement and Employees\u201d in JHX\u2019s Annual Report on Form 20-F for the fiscal year ended\nMarch 31, 2024, filed with the SEC on May 20, 2024; in Exhibit 99.7 to JHX\u2019s report on Form 6 K\nfurnished to the SEC on May 21, 2024; in Exhibits 99.6 through 99.13 to JHX\u2019s report on Form 6 K\nfurnished to the SEC on June 21, 2024; in Exhibit 99.2 to JHX\u2019s report on Form 6 K furnished to the\nSEC on July 12, 2024; in Exhibit 99.6 to JHX\u2019s report on Form 6 K furnished to the SEC on August\n13, 2024; in Exhibit 99.11 to JHX\u2019s report on Form 6 K furnished to the SEC on August 23, 2024; in\nExhibits 99.5 through 99.13 to JHX\u2019s report on Form 6 K furnished to the SEC on September 20,\n2024; in Exhibits 99.4 through 99.12 to JHX\u2019s report on Form 6 K furnished to the SEC on\nDecember 20, 2024; and in other documents subsequently filed or furnished by JHX with the SEC.\nInformation about AZEK\u2019s directors and executive officers is contained in \u201cNominees for Director,\u201d\n\u201cProposal No. 1\u2014Election of Directors,\u201d \u201cCorporate Governance,\u201d \u201cExecutive Officers,\u201d\n\u201cCompensation Discussion and Analysis,\u201d \u201c2024 CEO Pay Ratio Disclosure,\u201d \u201cPay-Versus-\nPerformance,\u201d \u201cSecurity Ownership of Certain Beneficial Owners and Management and Related\nStockholder Matters\u201d and \u201cRelated Person Transactions\u201d in AZEK\u2019s definitive proxy statement in\nconnection with its 2025 annual meeting of stockholders, filed with the SEC on January 13, 2025;\nin AZEK\u2019s Current Report on Form 8 K (Amendment No. 1) filed with the SEC on January 24, 2025;\nin the Form 3 and Form 4 statements of beneficial ownership and statements of changes in\nbeneficial ownership filed with the SEC by AZEK\u2019s directors and executive officers; and in other\ndocuments subsequently filed or furnished by AZEK with the SEC. Additional information regarding\nownership of AZEK\u2019s securities by its directors and executive officers is included in such persons\u2019\nSEC filings on Forms 3 and 4. The documents referenced above in this paragraph may be obtained\nfree of charge as described above under the heading \u201cImportant Information and Where to Find It.\u201d\nAdditional information regarding the interests of participants in the solicitation of proxies in\nconnection with the proposed transaction will be included in the joint proxy statement/prospectus\nand other relevant materials filed with the SEC when they become available.\n\n\nNo Offer or Solicitation\n\f Case: 1:25-cv-13018 Document #: 53-3 Filed: 01/23/26 Page 13 of 15 PageID #:482\nThis communication is not intended to and shall not constitute an offer to sell or the solicitation of\nan offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which\nsuch offer, solicitation or sale would be unlawful prior to registration or qualification under the\nsecurities laws of any such jurisdiction. No offer of securities shall be made except by means of a\nprospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.\n\nNon-GAAP Financial Measures\n\nThis press release includes financial measures, such as free cash flow, adjusted EBITDA, adjusted\nEBITDA margin and cash earnings per share, that are not calculated and presented in accordance\nwith generally accepted accounting principles in the United States (\u201cGAAP\u201d). Such non-GAAP\nfinancial measures should not be considered in isolation or as a substitute for comparable GAAP\nmeasures and may not be comparable to similarly titled non-GAAP financial measures reported by\nother companies. As referenced in this press release in relation to James Hardie or the combined\ncompany after the closing of the transaction, adjusted EBITDA represents earnings (loss) before\ninterest and tax plus depreciation and amortization, excluding the earnings impact of legacy items\n(such as asbestos adjustments), adding back asset impairment charges and restructuring\nexpenses; adjusted EBITDA margin represents adjusted EBITDA as a percentage of net sales; free\ncash flow represents net cash provided by operating activities minus capital expenditures minus\ncost to achieve synergies net of taxes; cash earnings per share represents net income excluding\nnon-cash charges for amortization of intangibles and financing fees, stock-based compensation,\nand associated taxes, divided by the fully diluted number of shares outstanding; and net debt\nequals total debt minus cash and cash equivalents. Financial information in this press release\nrelating to the combined businesses of James Hardie and AZEK is based on management\u2019s\nestimates, assumptions and projections and has not been determined in accordance with Article\n11 of Regulation S-X of the SEC relating to pro forma financial information.\n\nJames Hardie Contacts:\n\nInvestor Relations:\nJoe Ahlersmeyer, CFA\nVice President, Investor Relations\n+1 773-970-1213\n\nLuke Thrum\nDirector, Investor Relations\n+61 447-894-834\ninvestors@jameshardie.com\n\f Case: 1:25-cv-13018 Document #: 53-3 Filed: 01/23/26 Page 14 of 15 PageID #:483\nMedia:\nU.S.\nEd Trissel / Arielle Rothstein\nJoele Frank, Wilkinson Brimmer Katcher\n+1 212-355-4449\n\nAustralia\nJack Gordon\nSodali & Co.\n+61 478 060 362\njack.gordon@sodali.com\n\nAZEK Investor and Media Contacts:\n\nInvestor Relations Contact:\nEric Robinson\n312-809-1093\nir@azekco.com\n\nMedia Contact:\nAmanda Cimaglia\nMedia Relations\n312-809-1093\nmedia@azekco.com\n\n\nJim Golden / Tali Epstein\nCollected Strategies\nazek-cs@collectedstrategies.com\n\n\n\n\n1\n Cash earnings per share represents net income excluding non-cash charges for amortization of\nintangibles, financing fees, stock-based compensation, and associated taxes, divided by the fully\ndiluted number of shares outstanding\n\n\n1\n Post-tax EBITA including synergies, divided by invested capital including equity purchase price,\nassumed net debt adjusted for investment in working capital, growth capital expenditure and costs\nto achieve synergies\n\f Case: 1:25-cv-13018 Document #: 53-3 Filed: 01/23/26 Page 15 of 15 PageID #:484\n Performance\n\n\n\n\nQuick Links\n\nHomeowner Help\n\nPros Resources\n\nAdditional Information\n\n\n\nFollow James Hardie\n\n\n\n\nContact Us 1-888-J-HARDIE\n\n\n\n\n\u00a9 2025 James Hardie Building Products Inc. All rights reserved. Unless otherwise noted \u2122 or \u00ae denote trademarks or registered\ntrademarks of James Hardie Technology Ltd.\n\n\nPrivacy Terms and California Supply Chain Canadian Forced Do Not Sell My\n Sitemap\nPolicy Conditions Transparency Act Labour Report Personal Information\n\n\n\n Get a Quote 10001\n\f","ocr_status":2,"date_upload":"2026-05-18T10:05:09.865423-07:00","document_number":"53","attachment_number":3,"pacer_doc_id":"067033969069","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Exhibit C - 3/24/25 Press Release","acms_document_guid":""}],"date_created":"2026-03-10T19:26:16.547177-07:00","date_modified":"2026-03-10T19:26:16.554475-07:00","date_filed":"2026-01-23","time_filed":null,"entry_number":53,"recap_sequence_number":"2026-01-23.002","pacer_sequence_number":163,"description":"MEMORANDUM by Boston Retirement System in Opposition to motion for miscellaneous relief 33 (Attachments: # 1 Exhibit A - Loss Chart, # 2 Exhibit B - 7/1/25 Press Release, # 3 Exhibit C - 3/24/25 Press Release)(Richter, Frank) (Entered: 01/23/2026)","tags":[]}],"entries_total":"https://www.courtlistener.com/api/rest/v4/docket-entries/?count=on&docket=71747028&page_size=40"}