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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

Date of Report (Date of earliest event reported): December 03, 2025

 

 

Trex Company Inc

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-14649

54-1910453

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2500 Trex Way

 

Winchester, Virginia

 

22601

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 540 542-6300

 

 

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock

 

TREX

 

New York Stock Exchange LLC

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 B. Andrew Rose as a Director of the Company

On December 1, 2025, the Board of Directors of Trex Company, Inc. (Company) appointed B. Andrew Rose as a director, effective December 3, 2025. Mr. Rose will serve on the Audit Committee and the Compensation Committee of the Board. Following his appointment, the Board is comprised of ten directors, nine of whom are independent. Mr. Rose was appointed to the class of directors whose term of office expires at the annual meeting of stockholders in 2026, and Mr. Rose will be included among the nominees being submitted for election at such annual meeting. Mr. Rose 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 Mr. Rose and any other person pursuant to which he was selected as a director. There are no transactions in which Mr. Rose has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Rose is an accomplished executive with over 30 years of business leadership experience. Mr. Rose was President and Chief Executive Officer of Worthington Enterprises, a designer, manufacturer and acquirer of market-leading brands in the consumer and building products sectors from December 2023 to October 2024. Previously, from September 2020 until November 2023, Mr. Rose served as President and Chief Executive Officer of Worthington Industries, where he led its successful separation into two public companies: Worthington Enterprises and Worthington Steel. Having joined Worthington Industries in December 2008 as Vice President and Chief Financial Officer, he played a central role in shaping the company’s financial strategy and capital allocation, and took on expanded leadership roles in company operations and corporate strategy before being named President and CEO in 2020. Earlier in his career, Mr. Rose held partner and principal positions at several financial services firms. He currently serves on the boards of two public companies, Sterling Infrastructure, a provider of e-infrastructure, building, and transportation solutions and Greif, Inc., a global industrial packaging company. Mr. Rose received his B.S. in Business Administration from the University of North Carolina and his M.B.A. from Duke University.

Item 9.01 Financial Statements and Exhibits.(d) Trex Company, Inc. herewith furnishes the following exhibits:

Exhibit

Number

Description of Exhibit

99.1

Press release dated December 3, 2025, announcing the appointment of B. Andrew Rose as a director of the Company.

104.1

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


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.

 

 

 

TREX COMPANY, INC.

 

 

 

 

Date:

December 3, 2025

By:

/s/ Prithvi S. Gandhi

 

 

 

Prithvi S. Gandhi
Senior Vice President and Chief Financial Officer

 


EX-99.1 2 trex-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

img196323604_0.jpg

 

Contact: Lynn Morgen/Casey Kotary
ADVISIRY Partners
212-750-5800
 

TREX COMPANY APPOINTS B. ANDREW ROSE TO BOARD OF DIRECTORS

 

WINCHESTER, Va. — DECEMBER 3, 2025 — Trex Company, Inc. (NYSE:TREX), the world’s largest manufacturer of high-performance, low-maintenance composite decking and railing products, today announced the appointment of B. Andrew (Andy) Rose as a new independent member of its Board of Directors, effective immediately. Mr. Rose will serve on the Audit and the Compensation Committees of the Board. Following his appointment, the Board will include ten directors, nine of whom are independent.

 

Mr. Rose brings over 30 years of business leadership experience to Trex. Prior to his retirement last year, he was President and Chief Executive Officer of Worthington Enterprises, a designer, manufacturer and acquirer of market-leading brands in the consumer and building products sectors. Previously, Mr. Rose served as President and Chief Executive Officer of Worthington Industries, where he led its successful separation into two public companies: Worthington Enterprises and Worthington Steel. Having joined Worthington in December 2008, as Vice President and Chief Financial Officer, he played a central role in shaping the company’s financial strategy and capital allocation, and took on expanded leadership roles in company operations and corporate strategy before being named President and CEO in 2020.

 

Prior to joining Worthington, Mr. Rose held partner and principal positions at several financial services firms. He currently serves on the boards of two public companies, Sterling Infrastructure, a provider of e-infrastructure, building, and transportation solutions; and Greif, Inc., a global industrial packaging company.

 

James Cline, Chairman of the Board of Directors, said, “The Board is pleased to welcome Andy as a director. He is a renowned business leader and we expect that his expertise will be immediately additive to our Board. With this appointment, the Board continues its ongoing refreshment effort, most recently including Chris Keffer’s appointment last year.”

 

Bryan Fairbanks, President and Chief Executive Officer of Trex Company, commented, “Andy’s many years of experience, deep knowledge of both the consumer and building products sectors and financial expertise will provide Trex with valuable insights and guidance as we advance our strategy and capitalize on the industry’s long-term growth opportunities. I am pleased to welcome him to Trex’s Board.”

 

As previously disclosed, Ronald Kaplan, a director since 2008, intends to retire from the Board and will not stand for re-election at the Company’s 2026 Annual Meeting of Shareholders.

 

About Trex Company, Inc.

 

For more than 30 years, Trex Company [NYSE: TREX] has invented, reinvented and defined the composite decking category. Today, the company is the world’s #1 brand of sustainably made, wood-alternative decking and railing, and a leader in high performance, low-maintenance outdoor living products.

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Exhibit 99.1

img196323604_0.jpg

 

Boasting the industry’s strongest distribution network, Trex sells products through more than 6,700 retail outlets across six continents. Through strategic licensing agreements, the company offers a comprehensive outdoor living portfolio that includes deck drainage, flashing tapes, LED lighting, outdoor kitchen components, pergolas, spiral stairs, fencing, lattice, cornhole and outdoor furniture – all marketed under the Trex® brand. Based in Winchester, Va., Trex is proud to have been named America’s Most Trusted® Outdoor Decking** 5 Years in a Row (2021-2025). The company also holds a place on Barron’s list of the 100 Most Sustainable U.S. Companies (2024 and 2025), was named one of America’s Most Responsible Companies 2024 by Newsweek, ranked as one of the 100 Best ESG Companies by Investor’s Business Daily, and named the Sustainable Brand Leader in the decking category by Green Builder Media for the 15th consecutive year. For more information, visit Trex.com. You may also follow Trex on Facebook (trexcompany), Instagram (trexcompany), X (Trex_Company), LinkedIn (trex-company), TikTok (trexcompany), Pinterest (trexcompany) and Houzz (trex-company-inc), or view product and demonstration videos on the brand’s YouTube channel (TheTrexCo).

 

**2021-2025 DISCLAIMER: Trex received the highest numerical score in the proprietary Lifestory Research 2021-2025 America’s Most Trusted® Outdoor Decking studies. Study results are based on the experiences and perceptions of people surveyed. Your experiences may vary. Visit www.lifestoryresearch.com.

 

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