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Item 15. Exhibits and Financial Statement Schedules

22K characters. Original on sec.gov ·

Item 15. Exhibits and Financial Statement Schedules

1. Consolidated Financial StatementsThe consolidated financial statements required to be filed in this Form 10-K are included in Part II, Item 8 hereof.

2. Exhibits

3.1Memorandum and Articles of Association of CRH public limited company, dated May 8, 2025 (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed May 9, 2025).
4.1Indenture, dated as of March 20, 2002, among CRH America, Inc., CRH plc and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-3 filed July 19, 2013).
4.2Indenture, dated as of May 21, 2024, between CRH plc, CRH America Finance, Inc. and The Bank of New York Mellon (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed May 21, 2024).
4.3Indenture, dated as of May 21, 2024, between CRH plc, CRH SMW Finance DAC and The Bank of New York Mellon (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed May 21, 2024).
4.4Officer’s Certificate of CRH America, Inc. pursuant to Sections 102 and 301 of the Indenture, dated September 29, 2003, setting forth the terms of its 6.400% Notes due 2033 (incorporated by reference to Exhibit 2 to the Registration Statement on Form 8-A filed December 28, 2023).
4.5Officer’s Certificate of CRH America Finance, Inc. and CRH plc pursuant to Sections 102 and 301 of the Indenture, dated May 2, 2024, setting forth the terms of the 5.400% Guaranteed Notes due May 21, 2034 (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed May 21, 2024).
4.6Officer’s Certificate of CRH SMW Finance DAC and CRH plc pursuant to Sections 102 and 301 of the Indenture, dated May 21, 2024, setting forth the terms of the 5.200% Guaranteed Notes due May 21, 2029 (incorporated by reference to Exhibit 4.4 to the current report on Form 8-K filed May 21, 2024).
4.7Officer’s Certificate of CRH America Finance, Inc. and CRH plc pursuant to Sections 102 and 301 of the Indenture, dated January 9, 2025, setting forth the terms of (i) the 5.500% Guaranteed Notes due 2035 and (ii) the 5.875% Guaranteed Notes due 2055 (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed January 10, 2025).
4.8Officer’s Certificate of CRH SMW Finance DAC and CRH plc pursuant to Sections 102 and 301 of the Indenture, dated January 9, 2025, setting forth the terms of the 5.125% Guaranteed Notes due 2030 (incorporated by reference to Exhibit 4.4 to the current report on Form 8-K filed January 10, 2025).
4.9Officer’s Certificate of CRH America Finance, Inc. and CRH plc pursuant to Sections 102 and 301 of the Indenture, dated October 9, 2025, setting forth the terms of (i) the 4.400% Guaranteed Notes due 2031, (ii) the 5.000% Guaranteed Notes due 2036 and (iii) the 5.600% Guaranteed Notes due 2056 (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed October 9, 2025).
4.10Global Security for the 6.400% Notes due 2033 (incorporated by reference to Exhibit 3 to the Registration Statement on Form 8-A filed December 28, 2023).
4.11Form of 5.400% Guaranteed Notes due May 21, 2034 (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed May 21, 2024).
4.12Form of 5.200% Guaranteed Notes due May 21, 2029 (incorporated by reference to Exhibit 4.4 to the current report on Form 8-K filed May 21, 2024).
4.13Form of 5.500% Guaranteed Notes due 2035 (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed January 10, 2025).
4.14Form of 5.875% Guaranteed Notes due 2055 (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K filed January 10, 2025).
4.15Form of 5.125% Guaranteed Notes due 2030 (incorporated by reference to Exhibit 4.4 to the current report on Form 8-K filed January 10, 2025).
4.16Form of 4.400% Guaranteed Notes due 2031 (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed October 9, 2025).
4.17Form of 5.000% Guaranteed Notes due 2036 (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed October 9, 2025).
4.18Form of 5.600% Guaranteed Notes due 2056 (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed October 9, 2025).
4.19Description of securities registered under Section 12 of the Exchange Act.
10.1Multicurrency Facility Agreement, originally dated June 11, 2014, between CRH plc and National Westminster Bank plc (as Agent), as amended and restated by amendment and restatement agreements dated April 7, 2017, April 10, 2019, April 1, 2021 and May 11, 2023 (incorporated by reference to Exhibit 10.1 to the annual report on Form 10-K filed February 29, 2024).
10.2Amendment and Restatement Agreement, dated May 11, 2023, between CRH plc, Bank of America Europe Designated Activity Company (as Retiring Agent), National Westminster Bank PLC (as Successor Agent) and others (incorporated by reference to Exhibit 10.2 to the annual report on Form 10-K filed February 29, 2024).
10.3*Rules of the CRH 2021 Savings-Related Share Option Scheme – (Republic of Ireland) (incorporated by reference to Exhibit 4.2 to the registration statement on Form S-8 filed August 22, 2023).
10.4*Rules of the CRH 2021 Savings-Related Share Option Scheme – (United Kingdom) (incorporated by reference to Exhibit 4.3 to the registration statement on Form S-8 filed August 22, 2023).
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10.5*Rules of the CRH plc 2014 Performance Share Plan (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-8 filed August 22, 2023).
10.6*Rules of the CRH plc 2014 Deferred Share Bonus Plan (incorporated by reference to Exhibit 10.6 to the quarterly report on Form 10-Q filed August 8, 2024).
10.7*Rules of the CRH plc 2013 Restricted Share Plan (incorporated by reference to Exhibit 10.7 to the annual report on Form 10-K filed February 29, 2024).
10.8*Rules of the CRH 2010 Savings-Related Share Option Scheme – (Republic of Ireland) (incorporated by reference to Exhibit 4.7 to the registration statement on Form S-8 filed August 22, 2023).
10.9*Rules of the CRH 2010 Savings-Related Share Option Scheme – (United Kingdom) (incorporated by reference to Exhibit 4.8 to the registration statement on Form S-8 filed August 22, 2023).
10.10*Trust Deed and Rules, dated September 6, 1990 of the Roadstone Limited Share Participation Scheme (incorporated by reference to Exhibit 4.9 to the registration statement on Form S-8 filed August 22, 2023).
10.11*Deed of Amendment, dated November 17, 2009, to the Trust Deed and Rules of the Roadstone Limited Share Participation Scheme (incorporated by reference to Exhibit 4.10 to the registration statement on Form S-8 filed August 22, 2023).
10.12*Deed of Amendment, dated March 7, 2016, to the Trust Deed and Rules of the Roadstone Limited Share Participation Scheme (incorporated by reference to Exhibit 4.11 to the registration statement on Form S-8 filed August 22, 2023).
10.13*Trust Deed and Rules, dated December 18, 2019 of the CRH Finance DAC Share Participation Scheme (incorporated by reference to Exhibit 4.12 to the registration statement on Form S-8 filed August 22, 2023).
10.14*Trust Deed and Rules, dated April 8, 1997 of the CRH Group Services Limited Share Participation Scheme (incorporated by reference to Exhibit 4.13 to the registration statement on Form S-8 filed August 22, 2023).
10.15*Supplemental Deed, dated June 23, 1997, to the CRH Group Services Limited Share Participation Scheme (incorporated by reference to Exhibit 4.14 to the registration statement on Form S-8 filed August 22, 2023).
10.16*Agreement, dated June 2, 1998, regarding amendments to the CRH Group Services Limited Share Participation Scheme (incorporated by reference to Exhibit 4.15 to the registration statement on Form S-8 filed August 22, 2023).
10.17*Trust Deed and Rules, dated October 12, 1989, of the Irish Cement Limited Share Participation Scheme (incorporated by reference to Exhibit 4.16 to the registration statement on Form S-8 filed August 22, 2023).
10.18*Trust Deed and Rules, dated September 17, 1990 of the Irish Shared Administration Centre Limited Share Participation Scheme (incorporated by reference to Exhibit 4.17 to the registration statement on Form S-8 filed August 22, 2023).
10.19*Agreement, dated November 27, 1996, regarding amendments to the Irish Shared Administration Centre Limited Share Participation Scheme (incorporated by reference to Exhibit 4.18 to the registration statement on Form S-8 filed August 22, 2023).
10.20*Deed of Amendment, dated November 18, 2009, to the Irish Shared Administration Centre Limited Share Participation Scheme (incorporated by reference to Exhibit 4.19 to the registration statement on Form S-8 filed August 22, 2023).
10.21*Deed of Amendment, dated January 7, 2019, to the Irish Shared Administration Centre Limited Share Participation Scheme (incorporated by reference to Exhibit 4.20 to the registration statement on Form S-8 filed August 22, 2023).
10.22*Trust Deed and Rules, dated October 26, 2018 of the Opterra Wössingen Share Participation Scheme (incorporated by reference to Exhibit 4.21 to the registration statement on Form S-8 filed August 22, 2023).
10.23*Oldcastle Materials Inc., Retirement Savings Plan, as amended on December 21, 2009 (incorporated by reference to Exhibit 99.1 to the registration statement on Form S-8 filed April 2, 2010).
10.24*Oldcastle Precast, Inc. Profit Sharing Retirement Plan and Trust, dated February 26, 1970, as amended on January 1, 2010 (incorporated by reference to Exhibit 99.2 to the registration statement on Form S-8 filed April 2, 2010).
10.25*CRH plc Equity Incentive Plan, dated May 8, 2025 (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed May 9, 2025).
10.26*Form of Restricted Share Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed May 9, 2025).
10.27*Form of Performance Share Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K filed May 9, 2025).
10.28*Form of Restricted Share Unit Award Agreement (Non-Management Director) (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K filed May 9, 2025).
10.29*^Amended & Restated Group Chief Executive Officer Service Agreement by and between CRH Group Management Limited and Denis James Mintern, dated August 6, 2025 (incorporated by reference to Exhibit 10.37 to the quarterly report on Form 10-Q filed August 6, 2025).
10.30*^Employment Agreement by and between CRH Americas, Inc. and Nancy Buese, dated April 11, 2025 (incorporated by reference to Exhibit 10.32 to the quarterly report on Form 10-Q filed May 5, 2025).
10.31*^Employment Agreement by and between CRH Nederland B.V. and Mr. P.J. Buckley, dated February 20, 2024 (incorporated by reference to Exhibit 10.29 to the annual report on Form 10-K filed February 26, 2025).
10.32*^Employment Agreement by and between CRH Americas, Inc. and Nathan Creech, dated January 1, 2021 (incorporated by reference to Exhibit 10.30 to the annual report on Form 10-K filed February 26, 2025).
10.33*^Employment Agreement by and between CRH Americas, Inc. and Randall Lake, dated January 1, 2021 (incorporated by reference to Exhibit 10.31 to the annual report on Form 10-K filed February 26, 2025).
10.34*^Employment Agreement by and between CRH Group Services Limited and Alan Connolly, dated September 1, 2025.
10.35Amended Deed Poll Indemnity, dated September 26, 2023.
10.36Form of D&O Indemnification Agreement.
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19.1Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the annual report on Form 10-K filed February 26, 2025).
21.1Principal Subsidiary Undertakings.
22.1List of Guarantors and Subsidiary Issuers of Guaranteed Securities.
23.1Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LLP.
23.2Consent of Independent Registered Public Accounting Firm - Deloitte Ireland LLP.
24.1Power of Attorney (included on signature page).
31.1Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**Certification of Chief Financial Officer Pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95.1Disclosure of Mine Safety and Health Administration (MSHA) Safety Data.
97.1Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 to the annual report on Form 10-K filed February 29, 2024).
101Inline eXtensible Business Reporting Language (XBRL).
104Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).
*Management compensation plan or arrangement.
**Furnished herewith.
^Certain information in this document has been redacted pursuant to Item 601(a)(6) of Regulation S-K because the disclosure of such information would warrant a clearly unwarranted invasion of personal privacy.

The total amount of long-term debt of the registrant and its subsidiaries authorized under any one instrument does not exceed 10% of the total assets of CRH plc and its subsidiaries on a consolidated basis. The Company agrees to furnish copies of any such instrument to the SEC upon request.

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