Trex Co Inc — Current Report (Form 8-K)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Trex Company Inc

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Irene Tasi as a Director of the Company

On February 6, 2026, the Board of Directors of Trex Company, Inc. (Company) appointed Irene Tasi as a director, effective February 9, 2026. Ms. Tasi will serve on the Audit Committee and the Compensation Committee of the Board. Following her appointment, the Board is comprised of eleven directors, ten of whom are independent. Upon the previously disclosed resignation of Robert W. Kaplan, the Board will be comprised of ten directors, nine of whom will be independent. Ms. Tasi was appointed to the class of directors whose term of office expires at the annual meeting of stockholders in 2026, and Ms. Tasi will be included among the nominees being submitted for election at such annual meeting. Ms. Tasi will receive compensation for service on the Board of Directors and any committees thereof pursuant to the Company’s Amended and Restated 1999 Incentive Plan for Outside Directors (Incentive Plan for Outside Directors). The Incentive Plan for Outside Directors was amended and restated as of July 26, 2023 and filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the calendar year ended December 31, 2023.

There are no arrangements or understandings between Ms. Tasi and any other person pursuant to which she was selected as a director. There are no transactions in which Ms. Tasi has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Tasi is an accomplished executive with over 25 years of leadership experience. Ms. Tasi is Senior Vice President and Chief Transformation Officer of PPG Industries, Inc. (NYSE: PPG) (“PPG”), a global manufacturer and distributor of paints, coatings, and specialty products. She joined PPG in 2021 as Chief Growth Officer and served in that capacity until 2024 when she became Senior Vice President, Industrial Coatings until 2025, when she assumed her current role. Prior to joining PPG, from 2000 through 2021, Ms. Tasi held various roles of increasing responsibility at Masco Corporation (“Masco”) (NYSE: MAS), culminating as President and General Manager of Masco’s Kichler Lighting division. Ms. Tasi received her B.A. in International Relations from the University of Windsor and her M.B.A. from Eastern Michigan University.

Item 9.01 Financial Statements and Exhibits.

(d) Trex Company, Inc. herewith furnishes the following exhibits:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.