What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-24 compared with 2024-02-26 · 365 added, 433 removed, 713 unchanged (53% of the section changed)

19 unchanged sentences

February 24, 2025

/S/ B RYAN H.

President and Chief Executive Officer

1 unchanged sentence

February 24, 2025

/S/ B RENDA K.

/S/ BRENDA K.

Senior Vice President and Chief Financial Officer

6 unchanged sentences

We have audited Trex Company, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Trex Company, Inc., (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

In our opinion, Trex Company, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2024 consolidated financial statements of the Company and our report dated February 24, 2025 expressed an unqualified opinion thereon.

16 unchanged sentences

/s/ Ernst & Young LLP

Tysons, Virginia

Baltimore, Maryland

February 24, 2025

Other Information

Amended and Restated By-Laws of the Company dated February 21, 2024

On February 21, 2024 the Board of Directors of the Company approved and adopted amendments to Article III, Section 2 and Article IV, Section 1 of the Company’s Amended and Restated By-laws, effective immediately, to (a) clarify that that notwithstanding the statement that Directors need not be stockholders of the Corporation, if the Corporation has in effect at any time any Stock Ownership Guidelines applicable to Directors, Directors shall comply with such Guidelines and (b) to provide that if the Chairman is unavailable to preside over a meeting of the Board of Directors, then, if there is a Vice Chairman and/or a Lead Independent Director serving at the time of such meeting, the Vice Chairman or the Lead independent Director, in that order, shall serve as Chairman of the Board of Directors for such meeting.

Othe r Information

Insider Trading Arrangements .

During the quarter ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as identified in Item 408(c) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions the Prevent Inspections

Directors, Executive Officers and Corporate Governance

Information responsive to this Item 10 is incorporated herein by reference to our definitive proxy statement for our 2024 annual meeting of stockholders, which we will file with the SEC on or before 120 days after our 2023 fiscal year-end.

During the quarter ended December 31, 2024 , no ne of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as identified in Item 408(c) of Regulation S-K).

Disclosure R egarding Foreign Jurisdictions that Prevent Inspections

Directors, Ex ecutive Officers and Corporate Governance

Information responsive to this Item 10 is incorporated herein by reference to the sections titled “Information About Nominating and Continuing Directors,” “Named Executive Officers,” and “Corporate Governance” that will be included in our definitive proxy statement for our 2025 annual meeting of stockholders, which we will file with the U.S.

Securities and Exchange Commission (SEC) on or before 120 days after our 2024 fiscal year-end.

We have adopted a Code of Conduct and Ethics, which is applicable to all directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer.

The code is available on our corporate web site and in print to any stockholder who requests a copy.

We also make available on our web site, at www.trex.com/our-company/corporate-governance

, and in print to any stockholder who requests them, copies of our corporate governance principles and the charters of each standing committee of our board of directors.

We also make available on our web site, at www.trex.com/our-company/corporate-governance , and in print to any stockholder who requests them, copies of our corporate governance principles and the charters of each standing committee of our board of directors.

Requests for copies of these documents should be directed to Corporate Secretary, Trex Company, Inc., 2500 Trex Way, Winchester, Virginia 22601.

To the extent required by SEC rules, we intend to disclose any amendments to our code of conduct and ethics, and any waiver of a provision of the code with respect to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our web site referred to above within four business days following any such amendment or waiver, or within any other period that may be required under SEC rules from time to time.

Executive Compensation

Information responsive to this Item 11 is incorporated herein by reference to our definitive proxy statement for our 2024 annual meeting of stockholders, which we will file with the SEC on or before 120 days after our 2023 fiscal year-end.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information responsive to this Item 12 is incorporated herein by reference to our definitive proxy statement for our 2024 annual meeting of stockholders, which we will file with the SEC on or before 120 days after our 2023 fiscal year-end.

Certain Relationships and Related Transactions, and Director Independence

Information responsive to this Item 13 is incorporated herein by reference to our definitive proxy statement for our 2024 annual meeting of stockholders, which we will file with the SEC on or before 120 days after our 2023 fiscal year-end.

We have adopted an Insider Trading Policy that governs the purchase or sale of securities by employees, directors, officers, and any other company including customers or suppliers of Trex Company, Inc.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report.

Exe cutive Compensation

Information responsive to this Item 11 is incorporated herein by reference to the sections titled “Non-Employee Director Compensation,” “2024 Non-Employee Director Compensation,” “2024 Non-Employee Director Equity Awards,” “Compensation Discussion and Analysis,” “Report of the Compensation Committee of the Board of Directors of Trex Company, Inc.,” “Summary Compensation Table,” “All Other Compensation Table,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal-Year End,” “2024 Option / SAR Exercises and Stock Vested,” “Retention, Severance and Change in Control Agreements,” “Severance and Change in Control Compensation as of December 31, 2024,” “The Company’s Compensation Policies and Practices as They Relate to Risk,” “Corporate Governance – Compensation Committee Interlocks and Insider Participation” that will be included in our definitive proxy statement for our 2025 annual meeting of stockholders, which we will file with the SEC on or before 120 days after our 2024 fiscal year-end.

Security O wnership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information responsive to this Item 12 is incorporated herein by reference to the sections titled “Security Ownership” and “Equity Compensation Plan Information” that will be included in our definitive proxy statement for our 2025 annual meeting of stockholders, which we will file with the SEC on or before 120 days after our 2024 fiscal year-end.

Certain R elationships and Related Transactions, and Director Independence

Information responsive to this Item 13 is incorporated herein by reference to the sections titled “Corporate Governance – Board Leadership Structure – Director Independence” and “Transactions with Related Persons” that will be included in our definitive proxy statement for our 2025 annual meeting of stockholders, which we will file with the SEC on or before 120 days after our 2024 fiscal year-end.

Principal Accounting Fees and Services

Information responsive to this Item 14 is incorporated herein by reference to our definitive proxy statement for our 2024 annual meeting of stockholders, which we will file with the SEC on or before 120 days after our 2023 fiscal year-end.

Exhibits and Financial Statement Schedules

Information responsive to this Item 14 is incorporated herein by reference to the section titled “Independent Registered Public Accounting Firm” that will be included in our definitive proxy statement for our 2025 annual meeting of stockholders, which we will file with the SEC on or before 120 days after our 2024 fiscal year-end.

Exhibits an d Financial Statement Schedules

(a)(1) The following Consolidated Financial Statements of the Company are incorporated by reference in Part II, Item 8 of this Form 10-K:

9 unchanged sentences

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable or not material and, therefore, have been omitted.

(a)(3) See Exhibit Index at the end of the Annual Report on Form 10-K

for the information required by this Item.

(a)(3) See Exhibit Index at the end of the Annual Report on Form 10-K for the information required by this Item.

Form 10-K Summary

EXHIBIT INDEX

Incorporated by reference

Restated Certificate of Incorporation of Trex Company, Inc.

dated July 28, 2021.

August 2, 2021

First Certificate of Amendment to the Restated Certificate of Incorporation of Trex Company, Inc.

dated May 5, 2022

Amended and Restated By-Laws of the Company dated February 21, 2024.

February 26, 2024

Specimen certificate representing the Company’s common stock.

March 24, 1999

First Amendment to Credit Agreement dated as of December 22, 2022 to the Credit Agreement dated May 18, 2022 by and among the Company, as borrower;

the guarantors party thereto;

Bank of America, N.A.

(BOA), as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer;

TD Bank, N.A.

as lender and Syndication Agent;

Regions Bank, PNC Bank, National Association, and Wells Fargo Bank, National Association (each, a Lender and collectively, the Lenders), arranged by BofA Securities, Inc.

as Sole Lead Arranger and Sole Bookrunner.

December 23, 2022

Credit Agreement dated as of May 18, 2022 between the Company, as borrower;

Trex Commercial Products, Inc., as guarantor, Bank of America, N.A., as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer;

Wells Fargo Bank, National Association, as lender and Syndication Agent, Regions Bank, PNC Bank, National Association, and TD Bank, N.A., arranged by BofA Securities, Inc.

as Sole Lead Arranger and Sole Bookrunner.

Note dated May 18, 2022 payable by the Company to Bank of America, N.A.

in the amount of the lesser of $180,000,000 or the outstanding revolver advances made by Bank of America, N.A.

Note dated May 18, 2022 payable by the Company to Wells Fargo Bank, National Association in the amount of the lesser of $120,000,000 or the outstanding revolver advances made by Wells Fargo Bank, N.A.

Note dated May 18, 2022 payable by the Company to Regions Bank in the amount of the lesser of $40,000,000 or the outstanding revolver advances made by Regions Bank.

Note dated May 18, 2022 payable by the Company to PNC Bank, National Association in the amount of the lesser of $30,000,000 or the outstanding revolver advances made by PNC Bank, National Association.

Note dated May 18, 2022 payable by the Company to TD Bank, N.A.

in the amount of the lesser of $30,000,000 or the outstanding revolver advances made by TD Bank, N.A.

Security and Pledge Agreement dated as of May 18, 2022 between the Company, as debtor, Trex Commercial Products, Inc., as additional obligor;

and Bank of America, N.A.

as Administrative Agent (including Notices of Grant of Security Interest in Copyrights and Trademarks).

Incorporated by reference

Fourth Amended and Restated Credit Agreement dated as of November 5, 2019 between the Company, as borrower;

Trex Commercial Products, Inc., as guarantor, Bank of America, N.A., as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer;

and certain other lenders including Wells Fargo Bank, N.A., who is also Syndication Agent, SunTrust Bank, and Branch Banking and Trust Company arranged by BofA Securities, Inc.

as Sole Lead Arranger and Sole Bookrunner.

November 6, 2019

First Amendment to the Credit Agreement by and among Trex Company, Inc.

Trex Commercial Products, Inc.

as guarantor;

Bank of America, N.A.

as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer;

and certain other lenders including Wells Fargo Bank, N.A., who is also Syndication Agent;

and Regions Bank, arranged by BofA Securities, Inc.

as Sole Lead Arranger and Sole Bookrunner dated May 26, 2020.

Fourth Amended and Restated Credit Agreement between the Company, as borrower;

Trex Commercial Products, Inc., as guarantor, Bank of America, N.A., as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer;

and certain other lenders including Wells Fargo Bank, N.A., who is also Syndication Agent, Truist Bank;

and Regions Bank, arranged by BofA Securities, Inc.

as Sole Lead Arranger and Sole Bookrunner, dated May 26, 2020.

Note dated November 5, 2019 payable by the Company to Bank of America, N.A.

in the amount of the lesser of $125,000,000 or the outstanding revolver advances made by Bank of America, N.A.

November 6, 2019

Note dated November 5, 2019 payable by the Company to Wells Fargo Bank, N.A.

in the amount of the lesser of $70,000,000 or the outstanding revolver advances made by Wells Fargo Bank, N.A.

November 6, 2019

Note dated November 5, 2019 payable by the Company to SunTrust Bank in the amount of the lesser of $30,000,000 or the outstanding revolver advances made by SunTrust Bank.

November 6, 2019

Note dated November 5, 2019 payable by the Company to Branch Banking and Trust Company in the amount of the lesser of $25,000,000 or the outstanding revolver advances made by Branch Banking and Trust Company.

November 6, 2019

Note dated May 26, 2020 payable by the Company to Regions Bank.

Fourth Amended and Restated Security and Pledge Agreement dated as of November 5, 2019 between the Company, as debtor, Trex Commercial Products, Inc., as additional obligor;

and Bank of America, N.A.

as Administrative Agent (including Notices of Grant of Security Interest in Copyrights and Trademarks).

November 6, 2019

Description of Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

February 22, 2021

Second Amendment to Credit Agreement dated as of October 10, 2024 by and among the Company, as borrower;

the guarantors party thereto;

Bank of America, N.A.

(BOA), as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer;

TD Bank, N.A.

Syndication Agent, arranged by BofA Securities, Inc.

as Sole Lead Arranger and Sole Bookrunner.

October 11, 2024

Incorporated by reference

Trex Company, Inc.

Index to Consolidated Financial Statements

2023 Stock Incentive Plan.

Trex Company, Inc.

Amended and Restated 1999 Incentive Plan for Outside Directors as amended on July 26, 2023.

July 31, 2023

Form of Trex Company, Inc.

2023 Stock Incentive Plan Stock Appreciation Rights Agreement.

October 28, 2024

Form of Trex Company, Inc.

2023 Stock Incentive Plan Time-Based Restricted Stock Unit Agreement.

October 28, 2024

Form of Trex Company, Inc.

2023 Stock Incentive Plan Performance-Based Restricted Stock Unit Agreement.

October 28, 2024

Form of Trex Company, Inc.

Amended and Restated 1999 Incentive Plan for Outside Directors Restricted Stock Unit Agreement.

July 31, 2023

Amended and Restated Severance Agreement dated July 31, 2023 by and between Trex Company, Inc.

July 31, 2023

Form of Severance Agreement between Trex Company, Inc.

and Officers other than the Chief Executive Officer.

July 31, 2023

AIA document A141 – 2014 Agreement dated July 7, 2022 by and between Trex Company, Inc.

and Gray Construction, Inc.

July 12, 2022

Form of Indemnity Agreement for Directors.

March 12, 2009

Form of Indemnity Agreement for Officers.

March 12, 2009

Form of Indemnity Agreement for Director/Officers.

March 12, 2009

Form of Distributor Agreement of Trex Company, Inc.

March 12, 2009

Form of Trex Company, Inc.

Fencing Agreement for Installers/Retailers.

November 9, 2006

Asset Purchase Agreement dated as of December 30, 2022 by and between Trex Commercial Products, Inc., Trex Company, Inc.

and Sightline Commercial Solutions, LLC.

December 30, 2022

Insider Trading Policy

February 26, 2024

Subsidiaries of the Company.

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

Recovery of Compensation for Accounting Restatements Policy

February 26, 2024

Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

Incorporated by reference

Cover Page Interactive Data File—The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

* Filed herewith.

** Management contract or compensatory plan or agreement.

*** Furnished herewith.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Trex Company, Inc.

February 24, 2025

/S/ B RYAN H.

President and Chief Executive Officer

(Duly Authorized Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed as of February 24, 2025 by the following persons on behalf of the registrant and in the capacities indicated.

/S/ B ryan H.

President and Chief Executive Officer (Principal Executive Officer);

/S/ Brenda K.

Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/S/ Ronald W.

Vice Chairman

/S/ Kristine L.

C hristian K effer

Christian Keffer

/S/ Melkeya Mcduffie

Melkeya McDuffie

/S/ Patricia B.

/S/ Gerald Volas

TREX COMPANY, INC.

Index to Consoli dated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 42 )

11 unchanged sentences

We have audited the accompanying consolidated balance sheets of Trex Company, Inc.

(the Company) as of December 31, 2023 and 2022 the related consolidated statements of comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

Control—Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission

(2013 framework),

and our report dated February 26, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 24, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

10 unchanged sentences

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that

communicated or required to be communicated to the audit committee and that:

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Surface Flaking Warranty

Surface Flaking Warranty Reserve

Description of the Matter

10 unchanged sentences

We have served as the Company’s auditor since 1995.

Tysons, Virginia

Baltimore, Maryland

February 24, 2025

TREX COMPANY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF C OMPREHENSIVE INCOME

Year Ended December 31,

2 unchanged sentences

Selling, general and administrative expenses

Goodwill impairment

Gain on insurance proceeds

Income from operations

Interest expense (income), net

Interest (income) expense, net

Income before income taxes

7 unchanged sentences

TREX COMPANY, INC.

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED B ALANCE SHEETS

(In thousands)

16 unchanged sentences

Operating lease liabilities

accrued warranty

Non-current accrued warranty

Other long-term liabilities

3 unchanged sentences

Preferred stock, $ 0.01 par value, 3,000,000 shares authorized;

none issued and outstanding

no ne issued and

Common stock, $ 0.01 par value, 360,000,000 shares authorized;

141,098,251 and 140,974,843 shares issued and 107,154,305 and 108,611,537 shares outstanding at December 31, 2024 and December 31, 2023, respectively

Additional paid-in

Additional paid-in capital

Retained earnings

4 unchanged sentences

TREX COMPANY, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF C HANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except share data)

18 unchanged sentences

TREX COMPANY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATE MENTS OF CASH FLOWS

Year Ended December 31,

1 unchanged sentence

Operating Activities

Adjustments to reconcile net income to net cash provided by operating activities:

Goodwill impairment

Adjustments to reconcile net income to net cash provided by operating

Depreciation and amortization

2 unchanged sentences

Loss (gain) on disposal of property, plant and equipment

Other non-cash

Other non-cash adjustments

Changes in operating assets and liabilities:

7 unchanged sentences

Expenditures for property, plant and equipment

Purchased intangibles

Proceeds from sale of assets

7 unchanged sentences

Financing costs

Net cash used in financing activities

Net decrease increase in cash and cash equivalents

Net cash provided by (used in) financing activities

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of year

3 unchanged sentences

Cash paid for income taxes, net

Supplemental non-cash

investing and financing disclosure:

Supplemental non-cash investing and financing disclosure:

Capital expenditures in accounts payable

1 unchanged sentence

TREX COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSO LIDATED FINANCIAL STATEMENTS

BUSINESS AND ORGANIZATION

8 unchanged sentences

Subsequent to December 30, 2022, the Company operates in one reportable segment, Trex Residential.

The Company’s principal business based on net sales is the manufacture and distribution of Trex Residential high-performance, low-maintenance

wood-alternative decking and residential railing and outdoor living products and accessories, marketed under the brand name Trex ®

The Company’s principal business based on net sales is the manufacture and distribution of Trex Residential high-performance, low-maintenance wood-alternative decking and residential railing and outdoor living products and accessories, marketed under the brand name Trex ® .

A majority of its products are manufactured in a proprietary process that combines reclaimed wood fibers and recycled polyethylene.

6 unchanged sentences

Intercompany accounts and transactions have been eliminated in consolidation.

The Company’s results of operations are affected by a number of factors, including, but not limited to, the cost to manufacture and distribute products, cost of raw materials, inflation, consumer spending and preferences, interest rates, the impact of any supply chain disruptions, economic conditions, and/or any adverse effects from global health pandemics and geopolitical conflicts.

Towards the end of June 2022, the Company experienced a reduction in demand from its distribution partners, spurred by concerns over a potential easing in consumer demand due to rising interest rates, declining consumer sentiment and expectations of a general slowing in the economy.

As a result, beginning in the third quarter of 2022 the Company’s channel partners met demand partially through inventory drawdown rather than reordering products and maintaining current inventories.

The drawdown was completed by year end 2022.

The Company’s results of operations are affected by a number of factors, including, but not limited to, the cost to manufacture and distribute products, cost of raw materials, inflation, tariffs, consumer spending and preferences, interest rates, the impact of any supply chain disruptions, economic conditions, and/or any adverse effects from global health pandemics and geopolitical conflicts.

Use of Estimates

16 unchanged sentences

For the year ended December 31, 2023 , three customers of Trex Residential represented 72 % of the Company’s total net sales.

For the year ended December 31, 2021, three customers of Trex Residential represented approximately 61 % of the Company’s total net sales.

For the year ended December 31, 2022 , three customers of Trex Residential

represented approximately 64 % of the Company’s total net sales.

No other customer represented 10% or more of the Company’s total net sales.

At December 31, 2023, three customers represented 27 %, 23 %, and 20 %, respectively, of the Company’s total accounts receivable balance.

At December 31, 2024 , two customers represented 33 %, and 32 %, respectively, of the Company’s total accounts receivable balance.

At December 31, 2023 , three customers represented 27 %, 23 % and 20 %, respectively, of the Company’s total accounts receivable balance.

For each year ended December 31, 2024 , 2023, and 2022, approximately 21.4 %, 26.7 %, and 17.5 %, respectively, of the Company’s materials purchases at Trex Residential were purchased from its four largest suppliers.

Inventories for the composite decking and railing products at Trex Residential are valued at the lower of cost (last-in,

or LIFO, method) and market as this method results in a better matching of costs and revenues.

Inventories for the composite decking and railing products at Trex Residential are valued at the lower of cost (last-in, first-out, or LIFO, method) and market as this method results in a better matching of costs and revenues.

The Company periodically reviews its inventory for slow moving or obsolete items and writes down the related products to the lower of cost or market.

1 unchanged sentence

At December 31, 2024 , the excess of the replacement cost of inventory over the LIFO value of inventory was approximately $ 49.7 million.

During the year ended December 31, 2023, the Company had a liquidation of inventories produced in the prior year ended December 31, 2022.

As a result, a portion of the Company’s cost of sales is based on prior year costs rather than on current year costs.

However, the prior year cost of inventory closely approximates the current year cost of inventory and the resulting effect of the liquidation of inventories on the Company’s cost of sales in the year ended December 31, 2023, was immaterial.

Due to the nature of the LIFO valuation methodology, liquidations of inventories result in a portion of the Company's cost of sales being based on historical rather than current year costs.

There were no LIFO liquidations or related impact on cost of sales in 2024.

A majority of the products at Trex Residential are made in a proprietary process that combines reclaimed wood fibers and scrap polyethylene.

19 unchanged sentences

At inception of an arrangement, the Company evaluates, among other things, whether it has the right to control the use of an identified asset in order to determine if the arrangement is or contains a lease.

Operating leases are included in operating lease right-of-use

(ROU) assets, accrued expenses and other current liabilities, and operating lease liabilities in the consolidated balance sheets.

Operating leases are included in operating lease right-of-use (ROU) assets, accrued expenses and other current liabilities, and operating lease liabilities in the consolidated balance sheets.

Operating leases with an initial term of 12 months or less are not included in the consolidated balance sheet.

2 unchanged sentences

Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

As the implicit rates of the Company’s leases are not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease

The Company considers instruments with similar characteristics when calculating its incremental borrowing rate.

3 unchanged sentences

An impairment loss is measured as the amount by which the carrying amount of the ROU asset exceeds its fair value.

The Company’s operating leases have remaining lease terms of 1 year to 7 years.

The Company’s operating leases have remaining lease terms up to 11 years .

Lease terms may include options to extend or terminate the lease when the Company determines that it is reasonably certain it will exercise the option.

Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.

The Company has lease agreements with lease and non-lease

components, which are accounted for separately.

Consideration for non-lease

components is stated on a stand-alone basis in the applicable agreements.

The Company has lease agreements with lease and non-lease components, which are accounted for separately.

Consideration for non-lease components is stated on a stand-alone basis in the applicable agreements.

Fair Value Measurement

7 unchanged sentences

Goodwill represents the excess of cost over net assets acquired resulting from the Company’s 1996 purchase of the Mobil Composite Products Division, the 2011 purchase of the assets of the Iron Deck Corporation, and the 2017 purchase of certain assets and the assumption of certain liabilities of SC Company.

The Company evaluates the recoverability of goodwill in accordance with Accounting Standard Codification Topic 350, “ Intangibles – Goodwill and Other

,” annually or more frequently if an event occurs or circumstances change in the interim that would more likely than not reduce the fair value of the asset below its carrying amount.

The Company evaluates the recoverability of goodwill in accordance with Accounting Standard Codification Topic 350, “ Intangibles – Goodwill and Other ,” annually or more frequently if an event occurs or circumstances change in the interim that would more likely than not reduce the fair value of the asset below its carrying amount.

Goodwill is considered to be impaired when the net book value of the reporting unit exceeds its estimated fair value.

11 unchanged sentences

If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

The Company measures fair value of the reporting units based on a combination of the Income Approach (i.e., the Discounted Cash Flow Method) and a Market Approach.

The Discounted Cash Flow Method is a multiple period discounting model in which the fair value of the reporting units are determined by discounting the projected free cash flows using an appropriate discount rate and indicates the fair value of the reporting units

based on the present value of the cash flows that the reporting unit is expected to generate in the future.

Significant assumptions in the Discounted Cash Flow Method include:

the weighted average cost of capital (or discount rate);

residual growth rate;

future cash flow projections;

and working capital effects.

The Market Approach uses prices and other relevant information generated by market transactions involving identical or comparable assets, liabilities or a group of assets and liabilities, such as a business.

Significant estimates in the Market Approach model may include identifying appropriate market multiples and assessing earnings before interest, income taxes, depreciation, and amortization (EBITDA) in estimating the fair value of the reporting units.

The use of different assumptions, estimates or judgements, including estimated future cash flows and the discount rate used to discount estimated cash flows to their net present value, could materially increase or decrease the fair value of the reporting unit and impact our assessment of any goodwill impairment charges.

Also, if different conditions exist in future periods, future impairment charges could result.

The Company performs the annual impairment testing of its goodwill as of October 31 of each year.

For fiscal years 2023, 2022 and 2021, the Company completed its annual impairment test of goodwill for its Trex Residential reporting segment residential reporting unit utilizing the qualitative assessment and concluded it was not more likely than not that the fair value of the residential reporting unit was less than its carrying amount.

For fiscal years 2024, 2023 and 2022, the Company completed its annual impairment test of goodwill for its Trex Residential reporting segment residential reporting unit utilizing the qualitative assessment and concluded it was not more likely than not that the fair value of the residential

reporting unit was less than its carrying amount.

Qualitative factors the Company considered include events and circumstances such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and other relevant Company-specific events, as applicable.

For fiscal year 2021, the Company determined that it was necessary to perform the goodwill impairment test for its Trex Commercial reportable segment railing and staging reporting units utilizing the quantitative assessment.

The Company performed a quantitative assessment primarily due to a reduction in project commitments, which adversely impacted project backlog and forecasted net sales and EBITDA.

The reduction in project commitments was influenced by a continued delay in new projects due to lingering uncertainty created in the commercial railing and staging markets by the COVID-19

The delay in new projects, coupled with the Company’s successful fulfillment of its pre-pandemic

projects, resulted in lower project backlog, and reduced forecasted net sales and EBITDA, which became apparent in the fourth quarter of 2021.

As a result, the Company recognized an impairment charge at its commercial railing reporting unit and at its staging reporting unit of $ 42.5 million and $ 11.8 million, respectively, which was the amount by which the carrying amount of the respective reporting unit exceeded its fair value.

The Company also considered the income tax effects from any tax-deductible

goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss.

On December 30, 2022, the Company sold its Trex Commercial reportable segment.

As such, there were no impairment considerations for Trex Commercial as of December 31, 2022 or December 31, 2023.

The Company uses assumptions that are consistent with those it believes a market participant would use.

However, the use of different events and circumstances or different assumptions, estimates or judgements, including estimated future cash flows, and the discount rate used to discount estimated cash flows to their net present value and the residual growth rate, could materially increase or decrease the fair value of the reporting unit and impact our assessment of any goodwill impairment charge.

Product Warranty

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Products sold on or after January 1, 2023:

The warranty period for residential use is 50 years for Transcend ®

decking, 35 years for Select

decking and Universal Fascia, and

25 years for Enhance ®

decking and Transcend, Select, Enhance and Signature ®

The warranty period for residential use is 50 years for Transcend ® decking, 35 years for Select ® decking and Universal Fascia, and 25 years for Enhance ® decking and Transcend, Select, Enhance and Signature ® railing.

The warranty period for commercial use is 10 years, excluding Signature railing and Transcend cladding, which each have a warranty period of 25 years.

The Company further warrants

that Trex Transcend, Trex Enhance and Trex Select decking and cladding and Universal Fascia products will not fade in color from light and weathering exposure more than a certain amount and will be resistant to permanent staining from food and beverage substances or mold and mildew, provided the stain is cleaned within seven days of appearance, for the warranty period referred to above.

The Company further warrants that Trex Transcend, Trex Enhance and Trex Select decking and cladding and Universal Fascia products will not fade in color from light and weathering exposure more than a certain amount and will be resistant to permanent staining from food and beverage substances or mold and mildew, provided the stain is cleaned within seven days of appearance, for the warranty period referred to above.

If there is a breach of such warranties, the Company has an obligation either to replace the defective product or refund the purchase price.

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Trex Residential Products.

Trex Residential principally generates revenue from the manufacture and sale of its high-performance, low-maintenance,

composite decking and railing products and accessories.

Trex Residential principally generates revenue from the manufacture and sale of its high-performance, low-maintenance, eco-friendly composite decking and railing products and accessories.

Substantially all of its revenues are from contracts with customers, which are individual customer purchase orders of short-term duration of less than one year.

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Trex Commercial satisfied its performance obligation over time as work progressed because control transferred continuously to its customers.

Revenue and estimated profit were recognized over time based on the proportion of actual costs incurred to date relative to total estimated costs at completion to measure progress

toward satisfying the performance obligation.

Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer.

Revenue and estimated profit were recognized over time based on the proportion of actual costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying the performance obligation.

Incurred costs represent work

performed, which corresponds with, and thereby best depicts, the transfer of control to the customer.

Incurred costs included all direct material, labor, subcontract and certain indirect costs.

The Company reviewed and updated its estimates regularly and recognized adjustments in estimated profit on contracts under the cumulative catch-up

The Company reviewed and updated its estimates regularly and recognized adjustments in estimated profit on contracts under the cumulative catch-up method.

Under this method, the impact of the adjustment on revenue and estimated profit to date on a contract is recognized in the period the adjustment is identified.

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During the year ended December 31, 2022 , no adjustment to any one contract was material to the Company’s Consolidated Financial Statements and no material impairment loss on any contract was recorded.

Insurance Proceeds

The Company maintains insurance coverage for losses it may incur from identifiable insurable events resulting in facility repairs, incremental direct costs to serve its customers and losses in operating income from the loss in net sales.

The Company recognizes a gain in the amount of any related insurance proceeds received in excess of any losses incurred.

The gain on insurance proceeds is presented in a separate line item in the Consolidated Statements of Comprehensive Income.

During the year ended December 31, 2021, the Company recognized gains on insurance proceeds of $ 8.7 million primarily related to the fire at its Virginia Facility.

Stock-Based Compensation

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Production costs are deferred and recognized as expense in the period that the related advertisement is first used.

At December 31, 2023 and December 31, 2022, $ 1.8 million and $ 1.6 million was included in prepaid expenses for production costs, respectively.

For the years ended December 31, 2023, 2022, and 2021, branding expenses, including advertising expenses as described above, were $ 48.8 million, $ 43.3 million, and $ 30.7 million, respectively.

For the years ended December 31, 2024 , 2023, and 2022, branding expenses, including advertising expenses, were $ 53.5 million, $ 48.8 million, and $ 43.3 million, respectively.

Fair Value of Financial Instruments

The Company considers the recorded value of its financial assets and liabilities, consisting primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities, and debt to approximate the fair value of the respective assets and liabilities on the Consolidated Balance Sheets at December 31, 2024 and 2023.

New Accounting Standards Not Yet Adopted

New Accounting Standards Recently Adopted

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

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Entities which have a single reportable segment must apply Topic 280 in its entirety.

The guidance is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024.

Early adoption is permitted.

The guidance was effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024.

Early adoption was permitted.

Entities are required to apply the amendments of this update retrospectively for all prior periods presented in the financial statements.

The Company does not intend to early adopt the standard and does not expect adoption of this guidance to have a material effect on its consolidated results of operations and financial position.

The Company adopted the standard in the quarterly period ended December 31, 2024.

The Company applied the standard retrospectively and accordingly, prior periods were adjusted.

Adoption of this guidance did not impact consolidated results of operations and financial position .

New Accounting Standards Not Yet Adopted

In November 2024, the FASB issued ASU No.

2024-03, “Income Statement – Reporting Comprehensive Income – Disaggregation Disclosures.” This guidance requires more detailed disclosure about the types of expenses presented within the expense captions of the financial statements.

Specifically, disclosure of purchases of inventory, employee compensation, depreciation, and intangible asset amortization are required on both an interim and annual basis.

In addition, a qualitative description of remaining amounts in relevant expense captions which have not separately been disaggregated will be required on an interim and annual basis.

On an annual basis, disclosure of an entity’s definition of selling expenses and the amount of selling expenses is required.

The amendments to this update are effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Early adoption of this update is permitted.

The amendments to this update should be applied prospectively to financial statements issued for reporting periods after the effective date of the update or retrospectively to any or all prior periods presented in the financial statements.

The Company believes adoption will result in expanded financial statement footnote disclosure but does not believe adoption of this update will have a material impact on its consolidated results of operations.

The Company is continuing to evaluate the impacts of the pending adoption.

As such, the Company’s preliminary assessments are subject to change.

In December 2023, the FASB issued ASU No.

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The divestiture did not represent a strategic shift with a major effect on the Company’s operations and financial results and, therefore, was not reported as a discontinued operation.

As such, the results of operations of Trex Commercial are consolidated in the Company’s results of operations for the years ended December 31, 2022, and December 31, 2021.

As such, the results of operations of Trex Commercial are consolidated in the Company’s results of operations for the year ended December 31, 2022.

Refer to Note 17, Segment Information, for additional information on the Trex Commercial segment.

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Raw materials

Total FIFO inventories

Total FIFO (first-in, first-out) inventories

Reserve to adjust inventories to LIFO value

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The Company periodically reviews its inventory for slow moving or obsolete items and writes down the related products to estimated market.

During the year ended December 31, 2024 the Company adjusted reserves for estimated slow moving products or obsolescence.

These reserves are not material.

Under the LIFO method, reductions in inventory cause a portion of the Company’s cost of sales to be based on historical costs rather than current year costs.

There was no inventory reduction in 2024.

During the year ended December 31, 2023, the Company had a liquidation of inventories produced in the prior year ended December 31, 2022.

As a result, a portion of the Company’s cost of sales is based on prior year costs rather than on current year costs.

However, the prior year cost of inventory closely approximates the current year cost of inventory and the resulting effect of the liquidation of inventories on the Company’s cost of sales was immaterial in the year ended December 31, 2023,.

As a result, a portion of the Company’s cost of sales in 2023 was based on prior year costs rather than on current year costs.

However, the prior year cost of inventory closely approximated the current year cost of inventory and the resulting effect of the liquidation of inventories on the Company’s cost of sales was immaterial in the year ended December 31, 2023.

PREPAID EXPENSES AND OTHER ASSETS

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For fiscal years 2024, 2023 and 2022, the Company completed its annual impairment test of goodwill for its residential reporting unit in Trex Residential utilizing the qualitative assessment and concluded it was not more likely than not that the fair value of the residential reporting unit was less than its carrying amount.

For fiscal year 2021, the Company elected to perform the impairment test of goodwill for its commercial railing reporting unit and its staging reporting unit utilizing the quantitative assessment.

The Company performed a quantitative assessment primarily due to a reduction in project commitments, which adversely impacted project backlog and forecasted net sales and EBITDA.

The reduction in project commitments was influenced by a continued delay in new projects due to lingering uncertainty created in the commercial railing and staging markets by the COVID-19

The delay in new projects, coupled with the Company’s successful fulfillment of its pre-pandemic

projects, resulted in lower project backlog, and reduced forecasted net sales and EBITDA, which became apparent in the fourth quarter of 2021.

In performing the quantitative assessment, the Company employed a combination of the Income Approach (i.e., Discounted Cash Flow Method) and the Market Approach.

The Discounted Cash Flow Method is a multiple period discounting model in which the fair values of the reporting units are determined by discounting the projected free cash flows using an appropriate discount

Using these methodologies resulted in the recognition of an impairment loss of the total amount of goodwill of $ 42.5 million and $ 11.8 million at its commercial railing and staging reporting units, respectively.

The impairment loss was the amount by which the carrying amount exceeded the fair value of each reporting unit, not to exceed the amount of goodwill of each reporting unit.

The Company also considered the income tax effects from any tax-deductible

goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss.

On December 30, 2022, the Company sold Trex Commercial.

As such, there were no impairment considerations for Trex Commercial as of December 31, 2022, or December 31, 2023.

Level 3 inputs used to determine the fair value of each reporting unit include management’s future cash flow projections, a weighted average cost of capital and a residual growth rate.

The cash flows used to determine fair value are dependent on a number of significant management assumptions, such as expectations of future performance and the expected future economic environment, which are partly based on historical experience.

Differences between actual and expected results may be material and dependent on future actions and plans.

The discount rate and the residual growth rate are based on management’s judgment of the rates that would be utilized by a hypothetical market participant.

The use of different assumptions, estimates or judgments, including the estimated future cash flows, the discount rate used to discount estimated cash flows to their net present value, and the residual growth rate, could materially increase or decrease the fair value of the reporting unit and, accordingly, could materially increase or decrease related impairment charges.

The Company’s intangible assets, purchased in 2018, consist of domain names for Trex Residential.

At December 31, 2023, and December 31, 2022, intangible assets were $ 6.3 million and accumulated amortization was $ 2.4 million and $ 1.9 million, respectively.

Intangible asset amounts were determined based on the estimated economics of the asset and are amortized over the estimated useful lives on a straight-line basis over 15 years, which approximates the pattern in which the economic benefits are expected to be received.

The Company’s intangible assets, purchased in 2018 and 2024, consist of domain names and internal use software for Trex Residential.

At December 31, 2024, and December 31, 2023 , intangible assets were $ 10.6 million and $ 6.3 million and accumulated amortization was $ 2.8 million and $ 2.4 million, respectively.

Intangible asset amounts were determined based on the estimated economics of the asset and are amortized over the estimated useful lives on a straight-line basis over 15 years for domain names and 10 years for internal use software, which approximates the pattern in which the economic benefits are expected to be received.

The Company evaluates the recoverability of intangible assets periodically and considers events or circumstances that may warrant revised estimates of useful lives or that may indicate an impairment.

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The Company had construction in process as of December 31, 2024 , of approximately $ 463 million.

The Company expects that substantially all of the above noted construction in process will be completed and put into service during or before the year ending December 31, 2026.

The Company expects that substantially all of the construction in process will be completed and put into service before or during the year ending December 31, 2027.

Depreciation expense for the years ended December 31, 2024 , 2023, and 2022, was $ 54.3 million, $ 49.8 million, and $ 43.9 million, respectively.

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Compensation and benefits

g lease liabilitie

Capital Projects

Operating lease liabilities

Manufacturing costs

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Revolving Credit Facility

Indebtedness Prior to December

On May 18, 2022, the Company, as borrower;

Trex Commercial, as guarantor;

BOA, as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer;

Wells Fargo, as lender and Syndication Agent;

Regions Bank, PNC Bank, National Association (PNC), and TD Bank, N.A.

(TD) (each, a Lender and collectively, the Lenders), arranged by BofA Securities, Inc.

as Sole Lead Arranger and Sole Bookrunner, entered into a Credit Agreement (Credit Agreement) to amend and restate the Fourth Amended and Restated Credit Agreement dated as of November 5, 2019.

Indebtedness prior to October 10, 2024.

On May 18, 2022, the Company entered into a Credit Agreement (Credit Agreement) with certain lending parties thereto (Lenders) to amend and restate the Fourth Amended and Restated Credit Agreement dated as of November 5, 2019.

Under the Credit Agreement, the Lenders agreed to provide the Company with one or more Revolving Loans in a collective maximum principal amount of $ 400,000,000 (Loan Limit) throughout the term, which ends May 18, 2027 (Term).

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The Revolving Loans, the Letter of Credit facility and the Swing Line Loans are for the purpose of raising working capital and supporting general business operations.

The Credit Agreement provides the Company, in the aggregate, the ability to borrow an amount up to the Loan Limit during the Term.

The Company is not obligated to borrow any amount under the Loan Limit.

Within the Loan Limit, the Company may borrow, repay and reborrow at any time or from time to time while the Notes are in effect.

Base Rate Loans (as defined in the Credit Agreement) under the Revolving Loans and the Swing Line Loans accrue interest at the Base Rate plus the Applicable Rate (as defined in the Credit Agreement) and Term SOFR Loans for the Revolving Loans accrue interest at the rate per annum equal to the sum of Term SOFR for such interest period plus the Applicable Rate (as defined in the Credit Agreement).

The Base Rate for any day is a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50 % , (b) the rate of interest in effect for such day as publicly announced from time to time by BOA as its prime rate, and (c) the Term SOFR plus 1.0 % subject to certain interest rate floors.

Repayment of all then outstanding principal, interest, fees and costs is due at the end of the Term.

The Company and BofA Securities, as a sustainability coordinator, are entitled to establish specified key performance indicators (KPIs) with respect to certain environmental, social and governance targets of the Company and its subsidiaries.

The sustainability coordinator and the Company may amend the Credit Agreement for the purpose of incorporating the KPIs and other related provisions, unless the Lenders object to such amendment on or prior to the date that is ten business days

after the date on which such amendment is posted for review by the Lenders.

Based on the performance of the Company and its subsidiaries against the KPIs, certain

adjustments (increase, decrease or no adjustment) to otherwise applicable pricing will be made;

provided that the amount of such adjustments shall not exceed certain aggregate caps as in the definitive loan documentation.

Under the terms of the Security and Pledge Agreement, the Company and Trex Commercial, subject to certain permitted encumbrances, as collateral security for the above-stated loans and all other present and future indebtedness of the Company owing to the Lenders grants to BOA, as Administrative Agent for the Lenders, a continuing security interest in certain collateral described and defined in the Security and Pledge Agreement but excluding the Excluded Property (as defined in the Security and Pledge Agreement).

Indebtedness On and After December

As of December 22, 2022, the Company entered into a First Amendment to the Credit Agreement (First Amendment) by and among the Company, as borrower, the guarantors party thereto;

BOA as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer;

TD as lender and Syndication Agent;

Regions Bank, PNC, and Wells Fargo (each, a Lender and collectively, the Lenders), arranged by BofA Securities, Inc.

as Sole Lead Arranger and Sole Bookrunner, amending that certain Credit Agreement dated as of May 18, 2022, by and among the Company, as borrower, the guarantors party thereto, BOA, as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer and the other lenders identified therein (as so amended, the “Credit Agreement”).

The First Amendment removes Trex Commercial as a guarantor to any and all indebtedness under the Credit Agreement.

On December 22, 2022, the Company entered into a First Amendment to the Credit Agreement (First Amendment).

As a part of the First Amendment, the Credit Agreement was amended and restated to provide for an additional Revolving B Loan (as hereinafter defined).

Under the First Amendment, the Lenders agreed to provide the Company with a Revolving B Loan consisting of one or more revolving loans in a collective maximum principal amount of $ 150,000,000 (Revolving B Loan Limit) throughout the term, which ends December 22, 2024 (Revolving B Loan Term).

Previously, under the Credit Agreement, there was no Revolving B Loan.

The First Amendment also provided that TD would serve as Syndication Agent.

As of December 22, 2022, the Credit Agreement was amended and restated to refer to this loan as the Revolving A Loan.

The First Amendment also provided that TD Bank, N.A.

would serve as Syndication Agent.

In conjunction with the First Amendment, on December 22, 2022, the Credit Agreement was amended and restated to refer to the original loan as the Revolving A Loan.

The amended and restated Credit Agreement was made an Exhibit A to the First Amendment.

All of the terms of the Credit Agreement apply to the Revolving B Loan.

The Credit Agreement continues to include sublimits under the Revolving A Loan for a Letter of Credit facility in an amount not to exceed $ 60,000,000 ;

and Swing Line Loans in an aggregate principal amount at any time outstanding not to exceed $ 20,000,000 .

The Revolving Loans, the Letter of Credit facility and the Swing Line Loans under Revolving A Loan are for the purpose of raising working capital and supporting general business operations.

The Notes provide the Company, in the aggregate, the ability to borrow an amount up to the Revolving A Loan Limit during the Revolving A Loan Term and Revolving B Loan Limit during the Revolving B Loan Term.

The amended Credit Agreement provides the Company, in the aggregate, the ability to borrow an amount up to the Revolving A Loan Limit during the Revolving A Loan Term (which ends May 18, 2027) and Revolving B Loan Limit during the Revolving B Loan Term.

The Company is not obligated to borrow any amount under the revolving loans.

Within the respective loan limit, the Company may borrow, repay and reborrow at any time or from time to time while the Notes are in effect.

With respect to Revolving B Loans, for any day, the rate per annum is a tiered pricing based upon the Consolidated Debt to Consolidated EBITDA Ratio.

Within the respective loan limit, the Company may borrow, repay and reborrow at any time or from time to time while the notes issued pursuant to the Credit Agreement are in effect.

Base Rate Loans (as defined in the Credit Agreement) under the Revolving A Loan and the Swing Line Loans accrue interest at the Base Rate plus the Applicable Rate (as defined in the Credit Agreement) and Term SOFR Loans for the Revolving Loans accrue interest at the rate per annum equal to the sum of Term SOFR for such interest period plus the Applicable Rate (as defined in the Credit Agreement).

Repayment of all then outstanding principal, interest, fees and costs is due at the end of the Term.

With respect to Revolving B Loans (as defined in the First Amendment), for any day, the rate per annum is a tiered pricing based upon the Consolidated Debt to Consolidated EBITDA Ratio.

The applicable rate for Revolving B Loans that are Base Rate Loans range between 1.20 % and 2.15 % and the applicable rate for Revolving B Loans that are Term SOFR/Term SOFR Daily Floating Rate range between 0.20 % and 1.15 %.

Under the terms of the Security and Pledge Agreement, the Company, subject to certain permitted encumbrances, as collateral security for the above-stated loans and all other present and future indebtedness of the Company owing to the Lenders grants a continuing security interest in certain collateral described and defined in the Security and Pledge Agreement but excluding the Excluded Property (as defined in the Security and Pledge Agreement).

Indebtedness on and after October 10, 2024.

On October 10, 2024, the Company, entered into a Second Amendment to the Credit Agreement (Second Amendment) with certain lending parties thereto (Lenders) to amend that Credit Agreement dated as of May 18, 2022, as amended by that certain First Amendment dated as of December 22, 2022.

The Second Amendment provides the Company with Revolving A Loans in the maximum principal amount of $ 400,000,000 (Revolving A Loans), Revolving B Loans in the maximum principal amount of $ 150,000,000 (Revolving B Loans), and Letters of Credit and Swing Line Loans (as defined in the Credit Agreement).

The Second Amendment extends the maturity date of the Revolving B Loans from December 22, 2024 to December 22, 2026 .

Repayment of all then outstanding principal, interest, fees and costs is due at the end of the Term (as defined in the Credit Agreement).

With respect to Revolving B Loans (as defined in the Credit Agreement), for any day, the rate per annum is a tiered pricing based upon the Consolidated Debt to Consolidated EBITDA Ratio.

The applicable rate for Revolving B Loans that are Base Rate Loans range between 0.20 % and 1.15 %.

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Supplemental Cash Flow Information

For the Year Ended

Cash paid for amounts included in the measurement of operating lease liabilities

For the Year Ended December 31,

Cash paid for amounts included in the measurement of

operating lease liabilities

Operating ROU assets obtained in exchange for lease liabilities

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Stock Repurchase Program

On February 16, 2018, the Board of Directors adopted the 2018 Stock Repurchase Program of up to 11.6 million shares of the Company’s outstanding common stock (Stock Repurchase Program).

During 2023, the Company did no t repurchase shares of its outstanding common stock under the Stock Repurchase Program.

On May 4, 2023, the Trex Board of Directors adopted a new stock repurchase program (2023 Stock Repurchase Program) of up to 10.8 million shares of its outstanding common stock, and terminated the existing Stock Repurchase Program.

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Trex Residential Products

Trex Residential principally generates revenue from the manufacture and sale of its high-performance, low-maintenance,

wood-alternative composite decking and residential railing products and accessories.

Trex Residential principally generates revenue from the manufacture and sale of its high-performance, low-maintenance, eco-friendly wood-alternative composite decking and residential railing products and accessories.

Substantially all of its revenues are from contracts with customers, which are purchase orders of short-term duration of less than one year.

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The estimate is updated each reporting period, and any changes are allocated to the performance obligations on the same basis as at inception.

Changes in estimate allocated to a previously satisfied performance obligation are recognized as a reduction of revenue in the period in which the change occurs under the cumulative catch-up

Changes in estimate allocated to a previously satisfied performance obligation are recognized as a reduction of revenue in the period in which the change occurs under the cumulative catch-up method.

In addition to sales incentive programs, Trex Residential may offer payment discounts.

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Trex Commercial satisfied its performance obligation over time as work progressed because control transferred continuously to its customers.

Revenue and estimated profit was recognized over time based on the proportion of actual costs incurred to date relative to total estimated costs at completion to measure progress

toward satisfying the performance obligation.

Revenue and estimated profit was recognized over time based on the proportion of actual costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying the performance obligation.

Incurred costs represent work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer.

Incurred costs included all direct material, labor, subcontract and certain indirect costs.

The Company reviewed and updated its estimates regularly and recognized adjustments in estimated profit on contracts under the cumulative catch-up

Under this method, the impact of the adjustment on revenue and estimated profit to date on a contract is recognized in the period the adjustment is identified.

The Company reviewed and updated its estimates regularly and recognized adjustments in estimated profit on contracts under the cumulative catch-up method.

Under this method, the impact of the adjustment

on revenue and estimated profit to date on a contract is recognized in the period the adjustment is identified.

Revenues and profits in future periods are recognized using the adjusted estimate.

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During the year ended December 31, 2022, no adjustment to any one contract was material to the Company’s Consolidated Financial Statements.

The Company recognized an account receivable for satisfied performance obligations as it had an unconditional right to consideration and payment from the customer was due based solely on the passage of time.

The Company received payments from its customers on the accounts receivable based on the payment terms applicable to each individual contract and the customer paid in less than one year.

In addition, the timing of revenue recognition, billings and cash collections resulted in revenues in excess of billings and contract retainage (contract assets), and billings in excess of revenues and customer deposits (contract liabilities).

These assets and liabilities were reported on a contract-by-contract

basis at the end of each reporting period in prepaid expenses and other assets (contract assets) and accrued expenses and other liabilities (contract liabilities).

Trex Commercial paid sales commissions that were directly attributable to identifiable contracts to certain of its employees.

If the amortization period of the commission was one year or less, then the Company recognized the commission expense as incurred.

Otherwise, the Company capitalized the commission and amortized it on a straight-line basis over the life of the contract.

Trex Commercial did not grant contractual product return rights to customers other than pursuant to its assurance product warranty.

All shipping and handling fees invoiced to the customer were included in net sales and the related costs were included in cost of sales.

For each year in the three years ended December 31, 2024 , net sales are disaggregated in the following tables by (1) market (2) timing of revenue recognition, and (3) type of contract.

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Year Ended December 31, 2024

Reportable Segment

Timing of Revenue Recognition and Type of Contract

Products transferred at a point in time and variable consideration contracts

Products transferred at a point in time and variable

consideration contracts

Year Ended December 31, 2023

1 unchanged sentence

Timing of Revenue Recognition and Type of Contract

Products transferred at a point in time and variable consideration contracts

Products transferred over time and fixed price contracts

Products transferred at a point in time and variable

consideration contracts

Year Ended December 31, 2022

1 unchanged sentence

Timing of Revenue Recognition and Type of Contract

Products transferred at a point in time and variable consideration contracts

Products transferred at a point in time and variable

consideration contracts

Products transferred over time and fixed price contracts

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2014 Stock Incentive Plan (2014 Plan), which was last approved by the Company’s stockholders at the annual meeting held on April 30, 2014.

directors) and other employees of the Company or any subsidiary thereof, to any adviser, consultant, or other provider of services to the Company (and any employee thereof), and to any other individuals who are approved by the board of directors as eligible to participate in the Plan.

The Plan, which will be administered by the compensation committee of the board of directors, provides for the grant of stock options, restricted stock, restricted stock units, stock appreciation rights and unrestricted stock, which are referred to collectively as “awards.” Awards may be granted under the Plan to officers, directors (including non-employee directors) and other employees of the Company or any subsidiary thereof, to any adviser, consultant, or other provider of services to the Company (and any employee thereof), and to any other individuals who are approved by the board of directors as eligible to participate in the Plan.

Only employees of the Company or any subsidiary thereof are eligible to receive incentive stock options.

Subject to certain adjustments as provided in the Plan, the total aggregate number of shares of common stock that may be granted under the Plan is 4,000,000 shares.

As of December 31, 2023, the total number of shares of available for future grants was 3,979,521 .

As of December 31, 2024 , the total number of shares available for future grants was 3,832,112 .

The Company recognizes stock-based compensation expense ratably over the period from grant date to the earlier of (1) the vesting date of the award, or (2) the date the grantee is eligible to retire without forfeiting the award.

For performance-based restricted stock and performance-based restricted stock units, expense is recognized ratably over the performance and vesting period of each tranche based on management’s judgment of the ultimate award that is probable to be paid out based on the achievement of the predetermined performance measures.

For the employee stock purchase plan, compensation expense is recognized related to the discount on purchases.

For performance-based restricted stock units, expense is recognized ratably over the performance and vesting period of each tranche based on management’s judgment of the ultimate award that is probable to be paid out based on the achievement of the predetermined performance measures.

employee stock purchase plan, compensation expense is recognized related to the discount on purchases.

The following table summarizes the Company’s stock-based compensation expense (in thousands):

Year Ended December 31,

Time-based restricted stock and restricted stock units

Performance-based restricted stock and restricted stock units

Time-based restricted stock units

Performance-based restricted stock units

Stock appreciation rights

2 unchanged sentences

Stock-based compensation expense is included in “Selling, general and administrative expenses” in the accompanying Consolidated Statements of Comprehensive Income.

Time-Based Restricted Stock and Time-Based Restricted Stock Units

The fair value of time-based restricted stock and time-based restricted stock units is determined based on the closing price of Trex shares on the grant date.

Time-based restricted stock and time-based restricted stock units

vest based on the terms of the awards.

Unvested time-based restricted stock and unvested time-based restricted stock units are generally forfeitable upon the resignation of employment or termination of employment with cause.

The total fair value of vested time-based restricted shares and vested time-based restricted stock units for the years ended December 31, 2023, 2022, and 2021 was $ 4.7 million, $ 3.7 million, and $ 8.2 million, respectively.

At December 31, 2023, there was $ 5.0 million of total compensation expense related to unvested time-based restricted stock and unvested time-based restricted stock units remaining to be recognized over a weighted-average period of approximately 1.7 years.

Time-based restricted stock and restricted stock unit activity under the Plan and all predecessor stock incentive plans is as follows:

Time-Based Restricted Stock Units

The fair value of time-based restricted stock units is determined based on the closing price of Trex shares on the grant date.

Time-based restricted stock units vest based on the terms of the awards.

Unvested time-based restricted stock units are generally forfeitable upon the resignation of employment or termination of employment with cause.

The total fair value of vested time-based restricted stock units granted in the years ended December 31, 2024 , 2023, and 2022 was $ 4.6 million, $ 4.7 million, and $ 3.7 million, respectively.

At December 31, 2024 , there was $ 5.0 million of total compensation expense related to unvested time-based restricted stock units remaining to be recognized over a weighted-average period of approximately 1.7 years.

Time-based restricted stock unit activity under the Plan and all predecessor stock incentive plans is as follows:

Restricted Stock

and Restricted

Nonvested at December 31, 2021

2 unchanged sentences

Nonvested at December 31, 2024

Performance-based Restricted Stock and Performance-Based Restricted Stock Units

The fair value of performance-based restricted stock and performance-based restricted stock units is determined based on the closing price of Trex shares on the grant date.

Unvested performance-based restricted stock and unvested performance-based restricted stock units are generally forfeitable upon the resignation of employment or termination of employment with cause.

The performance-based restricted shares and performance-based restricted stock units have a three-year vesting period, vesting one-third

each year based on target earnings before interest, taxes, depreciation, and amortization (EBITDA) for 1 year, cumulative 2 years and cumulative 3 years, respectively.

Performance-based Restricted Stock Units

The fair value of performance-based restricted stock units is determined based on the closing price of Trex shares on the grant date.

Unvested performance-based restricted stock units are generally forfeitable upon the resignation of employment or termination of employment with cause.

The performance-based restricted shares units have a three-year vesting period, vesting one-third each year based on target earnings before interest, taxes, depreciation, and amortization (EBITDA) for 1 year, cumulative 2 years and cumulative 3 years, respectively.

The number of shares that will vest, with respect to each vesting, will be between 0 % and 200 % of the target number of shares.

At December 31, 2023, 2022, and 2021 there was $ 4.3 million, $ 0.3 million, $ 2.8 million, respectively, of total compensation expense related to unvested performance-based restricted stock and unvested performance-based restricted stock units remaining to be recognized over a weighted-average period of approximately one year .

Performance-based restricted stock activity under the Plan is as follows:

Performance-based

Restricted Stock and

Performance-based

At December 31, 2024 , 2023, and 2022 there was $ 3.6 million, $ 4.3 million, $ 0.3 million, respectively, of total compensation expense related to unvested performance-based restricted stock units remaining to be recognized over a weighted-average period of approximately 1.8 years.

Performance-based restricted stock unit activity under the Plan is as follows:

Restricted Stock

59 unchanged sentences

Permanent items

Excess tax benefits from vesting or settlement of stock compensation awards

Excess tax benefits from vesting or settlement of stock

compensation awards

Federal credits

7 unchanged sentences

Deferred revenue

Tax Cut and Jobs Act capitalization of research and development costs

Tax Cut and Jobs Act capitalization of research and

development costs

Stock-based compensation

Accruals not currently deductible and other

Net Operating Losses

Gross deferred tax assets, before valuation allowance

2 unchanged sentences

Deferred tax liabilities:

Operating lease right-of-use

Operating lease right-of-use asset

Goodwill amortization

9 unchanged sentences

The Company operates in multiple tax jurisdictions and, in the normal course of business, its tax returns are subject to examination by various taxing authorities.

Such examinations may result in future assessments by these taxing authorities, and the Company has accrued a liability when it believes that it is not more likely than not that it will realize the benefits of tax positions that it has taken or for the amount of any tax benefit that exceeds the cumulative probability threshold in accordance with accounting standards.

As of December 31, 2024 , for certain tax jurisdictions, tax years 2020 through 2024 remain subject to examination.

4 unchanged sentences

On December 30, 2022, the Company completed the sale of its wholly-owned subsidiary and reportable segment, Trex Commercial.

Subsequent to the sale of Trex Commercial, the Company operates in one reportable segment, Trex Residential.

Trex Residential manufactures composite decking and railing and related products marketed under the brand name Trex ®

The products are sold to its distributors and two national retailers who, in turn, sell primarily to the residential market, which includes replacement, remodeling and new construction related to outdoor living products.

Subsequent to the sale of Trex Commercial, the Company operates in one reportable segment, Trex Residential, with resource allocation and assessment of financial performance based on a consolidated basis.

• Trex Residential manufactures composite decking and railing and related outdoor living products marketed under the brand name Trex ® .

The products are sold to its distributors and two national retailers who, in turn, sell primarily to the residential market, which includes replacement, remodeling and new construction.

• Trex Commercial designed, engineered, and marketed modular and architectural railing and staging systems for the commercial and multi-family market, including sports stadiums and performing arts venues.

3 unchanged sentences

The Company’s reportable segments are determined in accordance with its internal management structure, which, through December 30, 2022, was based on residential and commercial operations.

The Company evaluates performance of each segment primarily based on net sales and earnings before interest, taxes, depreciation, and amortization (EBITDA).

The Company uses net sales to assess performance and allocate resources as this measure represents the amount of business the segment engaged in during a given period of time, is an indicator of market growth and acceptance of segment products and represents the segment’s customers’ spending habits along with the amount of product the segment sells relative to its competitors.

The Company uses EBITDA to assess performance and allocate resources because it believes that EBITDA facilitates performance comparison between the segments by eliminating interest, taxes, and depreciation and amortization charges to income.

The Company has identified its President and Chief Executive Officer as the Chief Operating Decision Maker (CODM).

The Company’s CODM has final authority over resource allocation decisions and performance assessments and makes key operating decisions.

The primary objective of the CODM is to optimize positive Company-wide performance and financial results.

The CODM evaluates segment performance primarily based on net income and net sales.

The CODM uses net income to assess performance and allocate resources as this measure provides insight into all aspects of the segment’s operations and overall success of the segment for a given period.

The CODM also uses net sales to assess performance and allocate resources as this measure represents the amount of business the segment engaged in during a given period of time, is an indicator of market growth and acceptance of segment products, and represents the segment’s customers’ spending habits along with the amount of product the segment sells relative to its competitors.

Segment Data (in thousands):

December 31, 2023

Trex Residential

December 31, 2022

Trex Residential

Trex Commercial

December 31, 2021

Trex Residential

Trex Commercial

For the year ended December 31, 2022, consolidated net income and net loss at Trex Commercial includes a loss on sale of Trex Commercial on December 30, 2022, of $ 15.4 million.

For the year ended December 31, 2021, consolidated net income and net loss at Trex Commercial includes a goodwill impairment charge of $ 54.2 million.

Reconciliation of Net Income (Loss) to EBITDA (in thousands):

December 31, 2023

Trex Residential

December 31, 2022

Trex Residential

Trex Commercial

December 31, 2021

Year Ended December 31, 2024

Year Ended December 31, 2023

Year Ended December 31, 2022

Trex Residential

Trex Commercial

Net Sales (1)

Cost of Sales

Selling, General, and Administrative Expenses

Loss on Sale (2)

Depreciation and Amortization

Interest Revenue

Interest Expense

Income Tax Expense (Benefit), Net

Net Income (Loss) (3)

Capital Expenditures

Total Assets (4)

(1) For the year ended December 31, 2022, Trex Residential net sales excludes $ 485 k of intercompany net sales.

(2) On December 30, 2022, the Company sold the assets of it wholly owned subsidiary, Trex Commercial, resulting in a loss of $ 15.4 million.

(3) For the year ended December 31, 2022, Consolidated net income and Trex Commercial net loss includes a loss on sale of Trex Commercial on December 30, 2022, of $ 15.4 million.

(4) The assets of Trex Commercial were sold on December 30, 2022.

The operating results for Trex Residential have historically varied from quarter to quarter.

8 unchanged sentences

The Company fulfills requirements for raw materials under both purchase orders and supply contracts.

In the year ended December 31, 2023, the Company purchased reclaimed wood fiber requirements under purchase orders and long-term supply commitments not exceeding four years.

In the year ended December 31, 2024, the Company purchased reclaimed wood fiber requirements under purchase orders and long-term supply commitments.

All of the Company’s scrap polyethylene, aluminum and stainless-steel purchases are under short-term supply contracts that may average approximately one year, for which pricing is negotiated as needed, or under purchase orders that do not involve long-term supply commitments.

5 unchanged sentences

Products sold on or after January 1, 2023:

The warranty period for residential use is 50 years for Transcend ®

decking, 35 years for Select ®

decking and Universal Fascia, and 25 years for Enhance ®

decking and Transcend, Select, Enhance and Signature ®

The warranty period for commercial use is 10 years, excluding Signature railing and Transcend cladding, which each have a warranty period of 25 years.

18 unchanged sentences

It has been the Company’s practice to utilize the actuarial techniques discussed above during the third quarter, after a significant portion of all claims has been received for the fiscal year and variances to annual claims expectations are more meaningful.

Average cost per claim experienced in the year ended December 31, 2023, was lower than that experienced in the year ended December 31, 2022, which was elevated due to the closure of three large claims, and lower than the Company’s expectations for 2023.

The number of incoming claims received in the year ended December 31, 2023, was lower than the number of claims received in the year ended December 31, 2022, and lower than the Company’s expectations for 2023.

After evaluating the declining trend in incoming claims in its actuarial analysis, the Company decreased the estimate of the number of future claims to be settled with payment.

As a result of the decrease in estimated future claims, in the three-month period ended September 30, 2023, the Company recorded a reduction of $ 3.8 million to its warranty reserve for the future settlement of surface flaking claims.

Average cost per claim experienced in the year ended December 31, 2024, was lower than that experienced in the year ended December 31, 2023, and lower than the Company’s expectations for 2024.

The number of incoming claims received in the year ended December 31, 2024, was lower than the number of claims received in the year ended December 31, 2023 , and higher than the Company’s expectations for 2024.

After evaluating trends in incoming claims and closures in its actuarial analysis and combining these factors with future cost estimates, the Company recorded a reduction of $ 1.5 million to its warranty reserve for the future settlement of surface flaking claims in 2024.

The Company believes the reserve at December 31, 2024 is sufficient to cover future surface flaking obligations.

3 unchanged sentences

If the level of claims received or average cost per claim differs materially from expectations, it could result in additional increases or decreases to the warranty reserve and a decrease or increase in earnings and cash flows in future periods.

The Company estimates that a 10 % change in the expected number of remaining claims to be settled with payment or the expected cost to settle claims may result in approximately a $ 1.0 million change in the surface flaking warranty reserve.

The following is a reconciliation of the Trex Residential product warranty and surface flaking reserves (in thousands):

The Company estimates that a 10 % change in the expected number of remaining claims to be settled with payment or the expected cost to settle claims may result in approximately a $ 0.6 million change in the estimate of the surface flaking warranty reserve.

The Trex Residential product warranty and surface flaking reserves activity consisted of the following, and is included in Accrued warranty and Non-current accrued warranty in the Consolidated Balance Sheets (in thousands):

Year Ended December 31, 2024

8 unchanged sentences

Ending balance, December 31

Trex Residential Arkansas Manufacturing Facility

In October 2021, the Company announced plans to add a third U.S.-based Trex Residential manufacturing facility located in Little Rock, Arkansas, that will sit on approximately 300 acres of land.

The development approach for the new campus will be modular and calibrated to demand trends for Trex Residential outdoor living products.

Construction began on the new facility in the second quarter of 2022, and in July 2022, the Company entered into a design-build agreement.

The Company anticipates spending approximately $ 450 million on the facility and the budget for the design-build agreement is contained within this amount.

Construction for the new facility will be funded primarily through the Company’s ongoing cash generation or its line of credit.

Industrial Revenue Bonds

In October 2021, the Company announced plans to add a third manufacturing facility located in Little Rock, Arkansas (Little Rock).

Construction on the new facility began in the second quarter of 2022.

In connection with the construction of the new facility, during 2024 the Company and Little Rock entered into an agreement in which Little Rock agreed to issue up to $ 450 million of its industrial revenue bonds (IRBs) for the purpose of constructing a manufacturing facility.

Under the agreement, the Company transferred ownership of the facility to Little Rock and simultaneously leased the related asset from Little Rock.

The Company is also the purchaser of the IRBs and, therefore, is the bondholder as well as the borrower/lessee of the Little Rock facility purchased with the IRB proceeds.

As a result of the agreement, the Company was able to reduce the cost of certain state and local tax expenditures for twenty years.

The Company has a purchase option included in the lease agreement for below the fair value of the asset, which prevents the transfer of the asset to Little Rock from being recognized as a sale.

Furthermore, the Company has not derecognized the

transferred asset and continues to recognize it in property, plant and equipment in the Consolidated Balance Sheets.

The Company has the right and intends to set-off any obligations to make payments under the finance liability, with proceeds due from the IRBs.

The liability and IRB asset are equal and are reported net in the Consolidated Balance Sheets.

As of December 31, 2024, the gross asset and liability associated with the IRBs was $ 100 million.

TREX COMPANY, INC.

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

SCHEDULE II—VALUATI ON AND QUALIFYING ACCOUNTS AND RESERVES

(In thousands)

8 unchanged sentences

Income tax valuation allowance

Trex Company, Inc.

February 26, 2024

/S/ B RYAN H.

President and Chief Executive Officer

(Duly Authorized Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed as of February 26, 2024 by the following persons on behalf of the registrant and in the capacities indicated.

/S/ B RYAN H.

President and Chief Executive Officer (Principal Executive Officer);

/S/ B RENDA K.

Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/S/ J AMES E.

/S/ R ONALD W.

Vice Chairman

/S/ K RISTINE L.

/S/ M ELKEYA M C D UFFIE

Melkeya McDuffie

/S/ P ATRICIA B.

/S/ G ERALD V OLAS

EXHIBIT INDEX

Incorporated by reference

Restated Certificate of Incorporation of Trex Company, Inc.

dated July 28, 2021.

August 2, 2021

First Certificate of Amendment to the Restated Certificate of Incorporation of Trex Company, Inc.

dated May 5, 2022

Amended and Restated By-Laws of the Company dated February 21, 2024.

Specimen certificate representing the Company’s common stock.

March 24, 1999

First Amendment to Credit Agreement dated as of December 22, 2022 to the Credit Agreement dated May 18, 2022 by and among the Company, as borrower;

the guarantors party thereto;

Bank of America, N.A.

(BOA), as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer;

TD Bank, N.A.

as lender and Syndication Agent;

Regions Bank, PNC Bank, National Association, and Wells Fargo Bank, National Association (each, a Lender and collectively, the Lenders), arranged by BofA Securities, Inc.

as Sole Lead Arranger and Sole Bookrunner.

December 23, 2022

Credit Agreement dated as of May 18, 2022 between the Company, as borrower;

Trex Commercial Products, Inc., as guarantor, Bank of America, N.A., as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer;

Wells Fargo Bank, National Association, as lender and Syndication Agent, Regions Bank, PNC Bank, National Association, and TD Bank, N.A., arranged by BofA Securities, Inc.

as Sole Lead Arranger and Sole Bookrunner.

Note dated May 18, 2022 payable by the Company to Bank of America, N.A.

in the amount of the lesser of $180,000,000 or the outstanding revolver advances made by Bank of America, N.A.

Note dated May 18, 2022 payable by the Company to Regions Bank in the amount of the lesser of $40,000,000 or the outstanding revolver advances made by Regions Bank.

Note dated May 18, 2022 payable by the Company to TD Bank, N.A.

in the amount of the lesser of $30,000,000 or the outstanding revolver advances made by TD Bank, N.A.

Security and Pledge Agreement dated as of May 18, 2022 between the Company, as debtor, Trex Commercial Products, Inc., as additional obligor;

and Bank of America, N.A.

as Administrative Agent (including Notices of Grant of Security Interest in Copyrights and Trademarks).

Incorporated by reference

Fourth Amended and Restated Credit Agreement dated as of November 5, 2019 between the Company, as borrower;

Trex Commercial Products, Inc., as guarantor, Bank of America, N.A., as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer;

and certain other lenders including Wells Fargo Bank, N.A., who is also Syndication Agent, SunTrust Bank, and Branch Banking and Trust Company arranged by BofA Securities, Inc.

as Sole Lead Arranger and Sole Bookrunner.

November 6, 2019

First Amendment to the Credit Agreement by and among Trex Company, Inc.

Trex Commercial Products, Inc.

as guarantor;

Bank of America, N.A.

as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer;

and certain other lenders including Wells Fargo Bank, N.A., who is also Syndication Agent;

and Regions Bank, arranged by BofA Securities, Inc.

as Sole Lead Arranger and Sole Bookrunner dated May 26, 2020.

Fourth Amended and Restated Credit Agreement between the Company, as borrower;

Trex Commercial Products, Inc., as guarantor, Bank of America, N.A., as a Lender, Administrative Agent, Swing Line Lender and L/C Issuer;

and certain other lenders including Wells Fargo Bank, N.A., who is also Syndication Agent, Truist Bank;

and Regions Bank, arranged by BofA Securities, Inc.

as Sole Lead Arranger and Sole Bookrunner, dated May 26, 2020.

Note dated November 5, 2019 payable by the Company to Bank of America, N.A.

in the amount of the lesser of $125,000,000 or the outstanding revolver advances made by Bank of America, N.A.

November 6, 2019

Note dated November 5, 2019 payable by the Company to Wells Fargo Bank, N.A.

in the amount of the lesser of $70,000,000 or the outstanding revolver advances made by Wells Fargo Bank, N.A.

November 6, 2019

Note dated November 5, 2019 payable by the Company to SunTrust Bank in the amount of the lesser of $30,000,000 or the outstanding revolver advances made by SunTrust Bank.

November 6, 2019

Note dated May 26, 2020 payable by the Company to Regions Bank.

Fourth Amended and Restated Security and Pledge Agreement dated as of November 5, 2019 between the Company, as debtor, Trex Commercial Products, Inc., as additional obligor;

and Bank of America, N.A.

as Administrative Agent (including Notices of Grant of Security Interest in Copyrights and Trademarks).

November 6, 2019

Incorporated by reference

Description of Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

February 22, 2021

Trex Company, Inc.

2023 Stock Incentive Plan.

Trex Company, Inc.

Amended and Restated 1999 Incentive Plan for Outside Directors as amended on July 26, 2023.

July 31, 2023

Form of Trex Company, Inc.

2023 Stock Incentive Plan Stock Appreciation Rights Agreement.

July 31, 2023

Form of Trex Company, Inc.

2023 Stock Incentive Plan Time-Based Restricted Stock Unit Agreement.

July 31, 2023

Form of Trex Company, Inc.

2023 Stock Incentive Plan Performance-Based Restricted Stock Unit Agreement.

July 31, 2023

Form of Trex Company, Inc.

Amended and Restated 1999 Incentive Plan for Outside Directors Restricted Stock Unit Agreement.

July 31, 2023

Amended and Restated Severance Agreement dated July 31, 2023 by and between Trex Company, Inc.

July 31, 2023

Form of Severance Agreement between Trex Company, Inc.

and Officers other than the Chief Executive Officer.

July 31, 2023

AIA document A141 – 2014 Agreement dated July 7, 2022 by and between Trex Company, Inc.

and Gray Construction, Inc.

July 12, 2022

Form of Indemnity Agreement for Directors.

March 12, 2009

Form of Indemnity Agreement for Officers.

March 12, 2009

Form of Indemnity Agreement for Director/Officers.

March 12, 2009

Form of Distributor Agreement of Trex Company, Inc.

March 12, 2009

Form of Trex Company, Inc.

Fencing Agreement for Installers/Retailers.

November 9, 2006

Asset Purchase Agreement dated as of December 30, 2022 by and between Trex Commercial Products, Inc., Trex Company, Inc.

and Sightline Commercial Solutions, LLC.

December 30, 2022

Incorporated by reference

Insider Trading Policy

Subsidiaries of the Company.

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

Certification of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.

Recovery of Compensation for Accounting Restatements Policy

Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File—The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

Filed herewith.

Management contract or compensatory plan or agreement.

Furnished herewith.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures