Share-Based Compensation

12 Months Ended

Mar. 31, 2026

Share-Based Payment Arrangement [Abstract]

Total share-based compensation expense consists of the following:


	Years Ended March 31
(Millions of US dollars)	2026		2025		2024
Liability Awards	$	9.2	$	2.7	$	17.3
Equity Awards	38.0		23.0		28.2
Total share-based compensation expense	$	47.2	$	25.7	$	45.5

Total share-based compensation expense for the fiscal year ended March 31, 2026 includes replacement awards issued in connection with the AZEK acquisition.

As of March 31, 2026, the unrecorded future share-based compensation expense related to outstanding equity awards was $58.3 million and will be recognized over an estimated weighted average amortization period of 1.9 years.

2020 Omnibus Incentive Compensation Plan

In connection with the AZEK acquisition, the Company assumed the 2020 Omnibus Incentive Compensation Plan and assumed and replaced certain outstanding stock options and RSUs under that plan. The terms of the replacement awards were unchanged from the original awards. As of the acquisition date, the estimated fair value of the assumed equity awards was $182.1 million, of which $160.0 million was recognized as goodwill and the balance of $22.1 million will be recognized as share-based compensation expense over the remaining term of the replacement awards. The fair value of the replacement awards for services rendered through the acquisition date was recognized as a component of the purchase consideration, with the remaining fair value related to the post-combination services to be recorded as share-based compensation over the remaining vesting period.

The Company used the Black-Scholes pricing model to estimate the fair value of replacement service-based stock option awards. The significant assumptions used for the stock option valuation include a risk free interest rate of 3.75% - 3.88%, expected volatility of 35.0% - 40.0%, expected terms of 2.47 - 5.60 years, and an expected dividend yield of 0.0%. The fair value of the replacement RSUs was based on the closing price on the acquisition date.

The following summarizes the Company’s activity related to stock options assumed and replaced in the acquisition during the year ended March 31, 2026:


	Outstanding Options
	Number of Options	Weighted Average Exercise Price (US$)
Acquisition replacement awards	5,838,003	12.80
Exercised	(140,105)	12.43
Forfeited	—	—
Balance at March 31, 2026	5,697,898	12.81
Options exercisable at March 31, 2026	5,641,523	12.71

The weighted-average remaining contractual term of options outstanding at March 31, 2026 was 4.4 years, and the aggregate intrinsic value was $37.0 million.

The following summarizes the Company’s activity related to RSUs assumed and replaced in the acquisition during the year ended March 31, 2026:


(Units)	2020 Omnibus Incentive Compensation Plan	Weighted Average Fair Value at Grant Date (US$)
Acquisition replacement awards	1,502,529	26.82
Vested	(1,173,547)	26.82
Forfeited	(23,524)	26.82
Outstanding at March 31, 2026	305,458	26.82

The weighted-average grant-date fair value of the RSUs replacement awards was $26.82 per unit.

The following summarizes the Company’s activity related to CSUs assumed and replaced in the acquisition during the year ended March 31, 2026:


(Units)			2020 Omnibus Incentive Compensation Plan
Acquisition replacement awards			1,453,047
Vested			(1,134,920)
Forfeited			(22,748)
Outstanding at March 31, 2026			295,379

For the fiscal year ending March 31, 2026, $30.0 million was paid in cash upon vesting of CSU units.

2001 Equity Incentive Plan

Under the Company’s 2001 Equity Incentive Plan (the “2001 Plan”), which was amended and restated in November 2025 and approved by shareholders, the Company can grant equity awards in the form of nonqualified stock options, performance awards, restricted stock grants, stock appreciation rights, dividend equivalent rights, phantom stock or other share-based benefits such as restricted stock units.

Long-Term Incentive Plan 2006

The Company’s shareholders approved the establishment of a Long-Term Incentive Plan in 2006 (the “LTIP”) to provide incentives to certain members of senior management (“Executives”). The Company determines the conditions or restrictions of any awards, which may include requirements of continued employment, individual performance or the Company’s financial performance or other criteria. Currently, the plan only allows for RSUs to be granted under the LTIP.

The following summarizes the Company’s shares available for grant as options, RSUs or other equity instruments under the LTIP and 2001 Plan:


			Shares Available for Grant
Balance at March 31, 2024			17,779,070
Granted			(1,175,352)
Balance at March 31, 2025			16,603,718
Granted			(4,031,233)
Balance at March 31, 2026			12,572,485

Stock Options

The following summarizes the Company’s stock options activity during the noted period:


	Outstanding Options
	Number of Options	Weighted Average Exercise Price (A$)
Balance at March 31, 2024	269,221	33.05
Granted	—	—
Balance at March 31, 2025	269,221	33.05
Granted	—	—
Balance at March 31, 2026	269,221	33.05
Options exercisable at March 31, 2026	269,221	33.05

Vested stock options can be exercised for shares for the exercise price at any time up to the end of the contractual term. As of March 31, 2026, the weighted-average remaining contractual term is 1.6 years and the aggregate intrinsic value is nil.

RSUs

The Company estimates the fair value of RSUs on the date of grant and recognizes this estimated fair value as compensation expense over the periods in which the RSU vests.

The following summarizes the Company’s RSU activity:


(Units)	Service Vesting (2001 Plan)	Performance Vesting (LTIP)	Market Conditions (LTIP)	Total	Weighted Average Fair Value at Grant Date (A$)
Outstanding at March 31, 2024	1,227,652	444,902	1,113,651	2,786,205	33.36
Granted	527,577	250,826	396,949	1,175,352	45.57
Vested	(532,445)	(104,434)	(1,490)	(638,369)	35.86
Forfeited	(121,585)	(5,609)	(322,022)	(449,216)	28.64
Outstanding at March 31, 2025	1,101,199	585,685	1,187,088	2,873,972	38.64
Granted	1,719,029	1,010,080	1,302,124	4,031,233	27.04
Vested	(529,383)	(186,024)	—	(715,407)	38.50
Forfeited	(163,203)	(371,156)	(642,485)	(1,176,844)	29.57
Outstanding at March 31, 2026	2,127,642	1,038,585	1,846,727	5,012,954	31.46

The following includes the assumptions used to fair value the RSU grants (market condition):


Vesting Condition:	Market		Market		Market		Market
	FY26		FY26		FY26		FY25
Date of grant	12/18/2025		10/30/2025		9/2/2025		8/17/2024
Dividend yield (per annum)	—	%	—	%	—	%	—	%
Expected volatility	45.9	%	44.0	%	44.6	%	37.9	%
Risk free interest rate	3.5	%	3.6	%	3.6	%	3.9	%
Expected life in years	2.7		2.8		3.0		3.0
JHX stock price at grant date (A$)	29.95		32.83		30.13		51.99
Number of restricted stock units	654,899		219,775		427,450		396,949

The following presents the total fair value of all of our restricted stock units vested:


	Years ended March 31
(Millions of US dollars)	2026		2025		2024
Total fair value vested	$	15.6	$	22.3	$	16.1

Scorecard LTI – CSUs

Under the terms of the LTIP, the Company grants scorecard LTI CSUs to executives and the vesting of awards is based on the individual’s performance measured over a three year period against certain performance targets. These awards provide recipients a cash incentive based on an average 20 trading-day closing price of JHI plc’s common stock price and each executive’s scorecard rating.

The following represents the activity related to the CSUs:


	FY26	FY25
Granted	542,427	500,610
Vested	229,066	232,420
Cancelled	471,357	88,382

For the fiscal years ending March 31, 2026, 2025 and 2024, $6.3 million, $7.9 million and $5.1 million, respectively, was paid in cash upon vesting of CSU units.