CRH 10-Q 2025-06-30

Filed 2025-08-06. 8 sections, 201K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to Commission File Number: 001-32846

CRH-Logo-FullColour-RGB.jpg

CRH public limited company(Exact name of registrant as specified in its charter)

Ireland98-0366809
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

Stonemason’s Way, Rathfarnham, Dublin 16, D16 KH51, Ireland +353 1 404 1000

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class:Trading Symbols:Name of each exchange on which registered:
Ordinary Shares of €0.32 eachCRHNew York Stock Exchange
5.200% Guaranteed Notes due 2029CRH/29New York Stock Exchange
5.125% Guaranteed Notes due 2030CRH/30New York Stock Exchange
6.400% Notes due 2033CRH/33ANew York Stock Exchange
5.400% Guaranteed Notes due 2034CRH/34New York Stock Exchange
5.500% Guaranteed Notes due 2035CRH/35New York Stock Exchange
5.875% Guaranteed Notes due 2055CRH/55New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of July 23, 2025, the number of outstanding Ordinary Shares was 672,659,283 (excluding Treasury stock of 38,314,040 shares).

TABLE OF CONTENTS

PAGE
PART IFINANCIAL INFORMATION
Item 1.Financial Statements3
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations26
Item 3.Quantitative and Qualitative Disclosures About Market Risk38
Item 4.Controls and Procedures39
PART IIOTHER INFORMATION
Item 1.Legal Proceedings40
Item 1A.Risk Factors40
Item 2.Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities40
Item 3.Defaults Upon Senior Securities40
Item 4.Mine Safety Disclosures40
Item 5.Other Information40
Item 6.Exhibits42
Signatures43

CERTAIN TERMS

Except as otherwise specified or the context otherwise requires, references to 'CRH', the 'Company','we', 'us' or 'our' refer to CRH plc (together with its consolidated subsidiaries), and references to years indicate our fiscal year ended December 31 of the respective year.

References to the '2024 Form 10-K' are to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 26, 2025. References to this 'Quarterly Report' are to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025. All references to the 'Condensed Consolidated Financial Statements' are to Part I, Item 1 of this Quarterly Report. All references to the ‘same period in 2024’ refer to either the three months ended June 30, 2024, or the six months ended June 30, 2024, as applicable, unless otherwise indicated.

References to 'Ordinary Shares', 'Common Shares' and 'Common stock' refer to our ordinary shares of €0.32 each.

CRH Form 10-Q 1

Forward-Looking Statements

In order to utilize the “Safe Harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, CRH is providing the following cautionary statement.

This document, and the documents incorporated by reference herein, contain statements that are, or may be deemed to be, forward-looking statements with respect to the financial condition, results of operations, business, viability, and future performance of CRH and certain of the plans and objectives of CRH. These forward-looking statements may generally, but not always, be identified by the use of words such as “will”, “anticipates”, “should”, “could”, “would”, “targets”, “aims”, “may”, “continues”, “expects”, “is expected to”, “estimates”, “believes”, “intends” or similar expressions. These forward-looking statements include all matters that are not historical facts or matters of fact at the date of this document.

In particular, the following, among other statements, are all forward looking in nature: plans and expectations regarding drivers of CRH’s performance in 2025 and the future, demand outlook, macroeconomic trends in CRH’s markets, government funding initiatives and manufacturing trends (including public investment in construction and re-industrialization activity), pricing trends, costs and weather patterns; plans and expectations regarding business strategy and cash returns for shareholders, including expectations regarding dividends and share buybacks; plans and expectations regarding CRH’s financial capacity, including our ability to fund acquisitions and meet working capital needs, capital expenditures, contractual obligations, dividends, share repurchases, upcoming debt maturities and other liquidity requirements; plans and expectations regarding the expansion of our operations and the timing and benefits of our acquisitions and divestitures; statements regarding the consummation (including timing thereof), expectations and benefits of the pending acquisition of Eco Material; statements regarding CRH's ability to meet growing demand for cementitious products to modernize North America's infrastructure and statements regarding the impact of CRH's approach on safety and sustainability.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future and reflect our current expectations and assumptions as to such future events and circumstances that may not prove accurate. You are cautioned not to place undue reliance on any forward-looking statements. These forward-looking statements are made as of the date of this document. We expressly disclaim any obligation or undertaking to publicly update or revise these forward-looking statements other than as required by applicable law.

A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, certain of which are beyond our control, and which include, among other factors: economic and financial conditions, including changes in interest rates, inflation, price volatility and/or labor and materials shortages; industry cyclicality and the demand for infrastructure, residential and non-residential construction and our products in geographic markets in which we operate; increased competition and its impact on prices and market position; increases in energy, labor and/or other raw materials costs; adverse changes to laws and regulations, including in relation to climate change; the impact of unfavorable weather; investor and/or consumer sentiment regarding the importance of sustainable practices and products; availability of, or reductions or delays to, public sector funding for infrastructure programs; political uncertainty, including as a result of political and social conditions in the jurisdictions CRH operates in, or adverse public policy, economic, social and political developments, including the ongoing geopolitical conflicts in Ukraine and the Middle East; failure to complete or successfully integrate acquisitions or make timely divestitures; cyberattacks and exposure of associates, contractors, customers, suppliers and other individuals to health and safety risks, including due to product failures. Additional factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those expressed by the forward-looking statements in this report including, but not limited to, the risks and uncertainties described herein and under “Risk Factors” in our 2024 Form 10-K and in our other filings with the SEC.

CRH Form 10-Q 2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Statements of Income (Unaudited)

(in $ millions, except share and per share data)

Three months endedSix months ended
June 30June 30
2025202420252024
Product revenues7,9197,30813,53112,676
Service revenues2,2872,3463,4313,511
Total revenues10,2069,65416,96216,187
Cost of product revenues(4,083)(3,759)(7,909)(7,336)
Cost of service revenues(2,097)(2,220)(3,190)(3,369)
Total cost of revenues(6,180)(5,979)(11,099)(10,705)
Gross profit4,0263,6755,8635,482
Selling, general and administrative expenses(2,120)(1,948)(3,953)(3,735)
Gain on disposal of long-lived assets2910243110
Operating income1,9351,8291,9531,857
Interest income30366779
Interest expense(200)(155)(381)(288)
Other nonoperating (expense) income, net(9)23(29)184
Income from operations before income tax expense and income from equity method investments1,7561,7331,6101,832
Income tax expense(425)(430)(367)(411)
Income (loss) from equity method investments16(9)2
Net income1,3321,3091,2341,423
Net (income) attributable to redeemable noncontrolling interests(8)(10)(8)(12)
Net (income) loss attributable to noncontrolling interests(5)(2)(1)2
Net income attributable to CRH1,3191,2971,2251,413
Earnings per share attributable to CRH
Basic$1.95$1.89$1.79$2.05
Diluted$1.94$1.88$1.78$2.03
Weighted average common shares outstanding
Basic674.8685.5675.8686.6
Diluted677.7688.8679.9691.1

The accompanying notes form an integral part of the Condensed Consolidated Financial Statements.

CRH Form 10-Q 3

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(in $ millions)

Three months endedSix months ended
June 30June 30
2025202420252024
Net income1,3321,3091,2341,423
Other comprehensive income (loss), net of tax:
Currency translation adjustment511(49)749(197)
Net change in fair value of effective portion of cash flow hedges, net of tax of $3 million and $(4) million for the three months ended June 30, 2025, and June 30, 2024, respectively; and $5 million and $2 million for the six months ended June 30, 2025, and June 30, 2024, respectively(10)19(33)(18)
Actuarial (losses) gains and prior service (costs) credits for pension and other postretirement plans, net of tax of $nil million and $nil million for the three months ended June 30, 2025, and June 30, 2024, respectively; and $1 million and $1 million for the six months ended June 30, 2025, and June 30, 2024, respectively(9)2(16)(1)
Other comprehensive income (loss)492(28)700(216)
Comprehensive income1,8241,2811,9341,207
Comprehensive (income) attributable to redeemable noncontrolling interests(8)(10)(8)(12)
Comprehensive (income) loss attributable to noncontrolling interests(36)10(41)21
Comprehensive income attributable to CRH1,7801,2811,8851,216

The accompanying notes form an integral part of the Condensed Consolidated Financial Statements.

CRH Form 10-Q 4

Condensed Consolidated Balance Sheets (Unaudited)

(in $ millions, except share data)

June 30December 31June 30
202520242024
Assets
Current assets:
Cash and cash equivalents2,8763,7203,066
Restricted cash–39869
Accounts receivable, net6,4904,8205,893
Inventories5,0514,7554,514
Assets held for sale––67
Other current assets734749704
Total current

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to convey management’s perspective regarding operational and financial performance for the three and six months ended June 30, 2025. This MD&A should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and related notes appearing in Part I, Item 1. "Financial Statements” of this Quarterly Report.

The following discussion contains trend information and forward-looking statements. Actual results could differ materially from those discussed in or implied by these forward-looking statements, as well as from our historical performance, due to various factors, including those discussed elsewhere in this Quarterly Report, particularly "Forward-Looking Statements," and Item 1A. "Risk Factors" in our 2024 Form 10-K and in our other filings with the SEC. Our operating results depend upon economic cycles, seasonal and other weather‐related conditions, and trends in government expenditures, among other factors. Accordingly, financial results for any financial period presented, or period-to-period comparisons of reported results, may not be indicative of future operating results.

Overview

CRH is a leading provider of building materials that build, connect and improve our world. Since formation in 1970, CRH has evolved from being a supplier of base materials to solving complex construction challenges for our customers. CRH’s connected strategy uniquely integrates materials, products and services across the construction value chain, better serving our customers’ needs and driving repeat business. This customer-connected approach is making construction simpler, safer and more sustainable.

CRH integrates essential materials (aggregates and cement), value-added building products as well as construction services, to provide our customers with complete solutions. CRH’s capabilities, innovation and technical expertise enable it to be a valuable partner for transportation and critical infrastructure projects, complex non-residential construction and outdoor living solutions.

Operating in 28 countries, the Company has market leadership positions in North America, Europe and Australia. The United States is expected to be a key driver of future growth for CRH due to continued economic expansion, a growing population and significant public investment in construction. Our International businesses, which benefit from strong economic and construction growth prospects as well as recurring repair and remodel demand, are an important strategic part of the Company. CRH intends to continue to expand its North American and International operations given significant government support for infrastructure and increasing demand for customer-connected solutions in major infrastructure and commercial projects.

CRH has a proven track record in value creation through acquisition which over the last decade has accounted for approximately 60% of the Company’s profit growth. We achieve this by acquiring businesses at attractive valuations and creating value by integrating them with our existing operations and generating synergies. The Company takes an active approach to portfolio management and continuously reviews the competitive landscape for attractive investment and divestiture opportunities to deliver further growth and value creation for shareholders.

Seasonality

Activity in the construction industry is dependent to a considerable extent on the seasonal impact of weather on the Company’s operating locations, with periods of higher activity in some markets during spring, summer and autumn which may reduce significantly in winter due to inclement conditions or generally as a result of extreme weather events. In addition to impacting demand for our products and services, adverse weather can negatively impact the production processes for a variety of reasons. For example, workers may not be able to work outdoors in sustained high temperatures and heavy rainfall and/or other unfavorable weather conditions. Therefore, financial results for any particular quarter do not necessarily indicate the results expected for the full year.

Financial performance highlights

Three months ended June 30, 2025

CRH delivered a strong second quarter performance compared to the second quarter of 2024, resulting in the following performance highlights for the three months ended June 30, 2025 (comparisons are versus the prior year's second quarter):

  • Total revenues increased 6% to $10.2 billion;

  • Net income increased by $23 million to $1.3 billion. Adjusted EBITDA*1was $2.5 billion, an increase of $208 million, or 9%;

  • Net income margin was 13.1% compared with 13.6%, a decrease of 50 basis points (bps). Adjusted EBITDA margin* was 24.1%, an increase of 70bps on the prior year's second quarter Adjusted EBITDA margin* of 23.4%; and

  • Diluted Earnings Per Share (EPS) was $1.94 compared to $1.88.

Six months ended June 30, 2025

CRH delivered a good performance in the six months ended June 30, 2025 compared to the prior year, resulting in the following performance highlights (comparisons are versus the prior year's first six months):

  • Total revenues increased 5% to $17.0 billion;

  • Net income was $1.2 billion compared with $1.4 billion, a decrease of $189 million. Adjusted EBITDA*2was $3.0 billion, an increase of $258 million, or 10%;

  • Net income margin was 7.3% compared with 8.8%, a decrease of 150bps. Adjusted EBITDA margin* was 17.4%, an increase of 70bps on the prior year's first half Adjusted EBITDA margin* of 16.7%; and

  • Diluted EPS was $1.78 compared to $2.03.

*Represents a non-GAAP measure. See the discussion within 'Non-GAAP Reconciliation and Supplementary Information' on pages 33 to 34.1

CRH Form 10-Q 26

Capital allocation highlights

Six months ended June 30, 2025

  • Cash returned to shareholders through share buybacks was $0.6 billion, a decrease of $0.1 billion versus the first six months of the prior year. On August 5, 2025, the latest tranche of the share buyback program was completed, bringing the year-to-date repurchases to $0.8 billion. A further tranche has been announced, extending the ongoing share buyback program by an additional $0.3 billion to be completed no later than November 5, 2025;

  • Cash paid to shareholders through dividends was $0.5 billion, compared with $1.2 billion in the first half of the prior year. The decrease primarily reflects the payment of a second interim 2023 dividend in Q1 2024, which was not repeated in Q1 2025. The first 2025 quarterly dividend of $0.37 per share was declared in February 2025, a second quarterly dividend of $0.37 per share was announced in May 2025, and a third quarterly dividend of $0.37 per share announced on August 6, 2025, representing an annualized increase of 6% on the prior year; and

  • A total of 13 acquisitions were completed for consideration of $0.7 billion, compared with $2.6 billion in the first half of the prior year. A further $1.3 billion was invested in development and replacement capital expenditure projects, compared with $1.1 billion for the comparable 2024 period.

Development Review

In the three months ended June 30, 2025, CRH completed five acquisitions for a total consideration of $0.1 billion, compared with $0.4 billion in the same period of 2024. Americas Materials Solutions completed two acquisitions, while International Solutions completed three acquisitions.

For the six months ended June 30, 2025, CRH completed 13 acquisitions for a total consideration of $0.7 billion, compared with $2.6 billion in the first half of the prior year.

On July 29, 2025, the Company announced that it had entered into a binding agreement to acquire Eco Material, a leading supplier of Supplementary Cementitious Materials in North America, headquartered in Utah, for a total consideration of $2.1 billion. The Eco Material transaction uniquel

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

CRH is exposed to market risks relating to fluctuations in foreign exchange risks, interest rates, and commodity prices. Changes in those factors could impact the Company’s results of operations and financial condition. Financial risk management at the Company seeks to minimize the negative impact of foreign exchange, interest rate and commodity price fluctuations on the Company’s earnings, cash flows and equity. Management provides oversight for risk management and derivative activities, determines certain of the Company’s financial risk policies and objectives, and provides guidelines for derivative instrument utilization.

To manage these risks, CRH uses various derivative financial instruments, including interest rate swaps, foreign exchange forwards and swaps, and commodity contracts. CRH only uses commonly traded and non-leveraged instruments. These contracts are entered into primarily with major banking institutions and utility companies, while CRH actively monitors its exposure to counterparty risk through the use of counterparty approvals and credit limits, thereby managing the risk of counterparty loss.

The following discussion presents the sensitivity of the market value, earnings and cash flows of the Company’s financial instruments to hypothetical changes in interest and exchange rates assuming these changes occurred at June 30, 2025.

Interest Rate Risk

CRH may be impacted by interest rate volatility with respect to existing debt and future debt issuances as well as cash balances. For fixed rate debt instruments, interest rate changes affect the fair market value but do not impact earnings or cash flows. Conversely, for floating rate debt instruments, interest rate changes generally do not affect the fair market value of the instrument but impact future earnings and cash flows, assuming that other factors are held constant. Cash balances are held on short-term deposits and changing interest rates will impact deposit interest income earned. The Company uses interest rate swaps to convert a portion of its fixed rate debt to floating rate debt and these may be designated and qualify as fair value hedges. Under these arrangements, the Company agrees to exchange, at specified intervals, the difference between fixed and benchmark floating interest rates calculated by reference to an agreed-upon notional principal amount.

At June 30, 2025, of total debt including overdrafts, finance leases and the impact of derivatives, the Company had fixed rate debt of $14.0 billion and floating rate debt of $2.3 billion, representing 86% and 14%, respectively. The equivalent figures as at December 31, 2024, were fixed rate debt of $10.8 billion and floating rate debt of $3.5 billion, representing 76% and 24%, respectively, and as at June 30, 2024, fixed rate debt of $9.8 billion and floating rate debt of $3.6 billion, representing 73% and 27%, respectively. The Company’s interest rate swaps at June 30, 2025 whereby the Company swaps from fixed interest rates to floating interest rates, were $0.5 billion, compared to $1.4 billion as at December 31, 2024 and $1.4 billion as at June 30, 2024. The Company’s interest rate swaps at June 30, 2025 whereby the Company swaps from floating interest rates to fixed interest rates, were $nil billion, compared to $0.2 billion as at December 31, 2024 and $nil billion as at June 30, 2024. Cash and cash equivalents and restricted cash at June 30, 2025, were $2.9 billion, compared to $3.8 billion at December 31, 2024 and $3.9 billion at June 30, 2024, which was all held on short-term deposits and investments.

Sensitivity to interest rate moves

At June 30, 2025, the before-tax earnings and cash flows impact of a 100bps increase in interest rates, including the offsetting impact of derivatives, on the variable rate cash and debt portfolio would be approximately $6 million favorable ($2 million favorable at December 31, 2024 and $5 million unfavorable at June 30, 2024).

Foreign Exchange Rate Risk

CRH’s exchange rate exposures result primarily from its investments and ongoing operations in countries outside of the United States and other business transactions such as the procurement of products, services and equipment from foreign sources. Fluctuations in foreign currency exchange rates may affect (i) the carrying value of the Company’s net investment in foreign subsidiaries; (ii) the translation of foreign currency earnings; and (iii) the cash flows related to foreign currency denominated transactions.

Where economically feasible, the Company maintains Net Debt*2in the same relative ratio as capital employed to act as an economic hedge of the underlying currency assets. Where it is not feasible to do so, the Company may enter into foreign exchange forward contracts to hedge a portion of the net investment against the effect of exchange rate fluctuations. These transactions are designated as net investment hedges.

The Company also enters into foreign exchange forward contracts to hedge against the effect of exchange rate fluctuations on cash flows denominated in foreign currencies. These transactions are designated as cash flow hedges. In addition, the Company may enter into foreign currency contracts that are not designated in hedging relationships to offset, in part, the impacts of changes in value of various non-functional currency denominated items including certain intercompany financing balances. The U.S. Dollar equivalent gross notional amount of the Company’s foreign exchange forward contracts was $3.8 billion at June 30, 2025, compared to $4.6 billion at December 31, 2024 and $4.2 billion at June 30, 2024.

Holding all other variables constant, if there was a 10% weakening in foreign currency exchange rates versus U.S. Dollar for the portfolio, the fair market value of foreign currency contracts outstanding at June 30, 2025, would decrease by approximately $27 million with an offsetting movement in the hedged foreign currency exposure. In comparison, the fair market value of foreign currency contracts outstanding at December 31, 2024 would decrease by approximately $86 million and at June 30, 2024, would decrease by approximately $113 million, with an offsetting movement in the hedged foreign currency exposure.

Commodity Price Risk

Some of the Company’s products use significant amounts of commodity-priced materials, predominantly oil, electricity, coal and carbon credits which are subject to price changes based upon fluctuations in the commodities market. This price volatility could potentially have a material impact on our financial condition and/or our results of operations. Where feasible, the Company manages commodity price risks through negotiated supply contracts and forward contracts to manage operating costs. The Company monitors commodity trends and where possible has alternative sourcing plans in place to mitigate the risk of supplier concentration and passing commodity-related inflation to customers or suppliers.

Where appropriate, the Company also has a number of derivative hedging programs in place to hedge commodity risks, with the aim of the programs being to neutralize variability arising from changes in associated commodity indices. The timeframe for such programs can be up to four years.

  • Represents a non-GAAP measure. See the discussion within 'Non-GAAP Reconciliation and Supplementary Information' on pages 33 to 34.2

CRH Form 10-Q 38

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management has evaluated the effectiveness of the design and operation of the disclosure controls and procedures as defined in Securities Exchange Act Rule 13a-15(e) as of June 30, 2025. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of such date at the level of providing reasonable assurance.

In designing and evaluating our disclosure controls and procedures, management, including the Chief Executive Officer and the Chief Financial Officer, recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

CRH Form 10-Q 39

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is from time to time a party to various legal proceedings that arise in the ordinary course of business. We do not believe any pending legal proceeding to which the Company is a party will have a material effect on our financial condition, results of operations or liquidity.

CRH has elected to use a $1 million threshold for disclosing certain proceedings under environmental laws to which a governmental authority is a party. Applying this threshold, there were no relevant legal proceedings to disclose for this period.

Item 1A. Risk Factors

There have been no material changes with respect to the risk factors disclosed in 'Item 1A. Risk Factors' of our 2024 Form 10-K.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

The following table presents the number and average price of shares purchased in each month of the second quarter of fiscal year 2025:

Period(a) Total Number of Shares Purchased(b) Average Price Paid per Share(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (i)(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 – April 30, 20251,582,410$86.531,582,41041,727,502
May 1 – May 31, 20251,047,549$95.701,047,54939,086,870
June 1 – June 30, 20251,064,785$90.891,064,78538,022,085
Total3,694,7443,694,744

(i) In May 2018, CRH announced its intention to introduce a share repurchase program to repurchase Ordinary Shares (the ‘Program’). In the second quarter of 2025, the Company returned a further $0.3 billion of cash to shareholders through the repurchase of 3,694,744 Ordinary Shares (equivalent to 0.5% of the Company’s issued share capital). This brought total cash returned to shareholders under the Program to $9.0 billion since its commencement in May 2018. The purchases in the second quarter of 2025 were completed under the following tranches:

Date AnnouncedMax Amount to be Repurchased (in $ millions)Expiry Date
February 26, 2025(Tranche 24)300May 2, 2025
May 5, 2025(Tranche 25)300August 5, 2025

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd‐Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S‐K (17 CFR 229.104) is included in Exhibit 95 to this Quarterly Report.

Item 5. Other Information

(a) Amended and Restated CEO Service Agreement

In order to align the service agreement of the Company's Chief Executive, Jim Mintern, with executive contracts put in place under the Compensation Committee's compensation framework, which was updated in 2025, and general U.S. market practice, on August 6, 2025, the Company entered into an agreement (the ‘A&R Service Agreement’) with Mr. Mintern which amends and restates his existing service agreement with the Company to incorporate changes to certain of the benefits to which Mr. Mintern will be entitled in connection with a Change in Control (as defined in the CRH plc Equity Incentive Plan approved by shareholders in May 2025).

CRH Form 10-Q 40

Pursuant to the A&R Service Agreement, Mr. Mintern will be entitled to terminate his employment within 24 months after a Change in Control of the Company if Mr. Mintern’s (1) position, authority, duties or responsibilities have been or will be materially diminished, in each case from those in effect immediately before the Change in Control, or (2) then prevailing Base Salary, Target Bonus or annual target long-term incentive opportunity have been or will be reduced, in each case from those in effect immediately before the Change in Control. Mr. Mintern will also be entitled to terminate within 60 days of a requirement to relocate his primary workplace more than 50 miles from his principal place of employment immediately prior to the Change in Control. In satisfaction of any and all claims Mr. Mintern may have upon such termination, Mr. Mintern will be entitled to an amount equal to three years of his then prevailing Base Salary and three years of his Target Bonus plus a pro-rated performance bonus for the year of termination.

Except as otherwise described herein, the terms and conditions of the A&R Service Agreement are generally consistent with those contained in his existing service agreement.

The foregoing is not a complete description of the parties’ obligations under the A&R Service Agreement and is qualified in its entirety to the full text and terms of the CRH plc Equity Incentive Plan and the A&R Service Agreement, which are attached hereto as Exhibits 10.33 and 10.37, respectively, and are incorporated herein by reference.

*(b)*Shareholder Proposals and Director Nominations

In accordance with Rule 14a-8 under the Exchange Act (‘Rule 14a-8’) and the Company’s Memorandum and Articles of Association, dated and effective from May 8, 2025 (the ‘Articles’), the deadlines for the receipt of shareholder proposals and Director nominations to be considered at the Company’s 2026 Annual General Meeting (the ‘2026 AGM’) are set forth below.

Any shareholder proposal submitted pursuant to Rule 14a-8 for inclusion in the Company’s proxy statement for the 2026 AGM must be received by the Company Secretary at CRH’s principal executive offices on or before November 28, 2025 to be eligible for consideration. Any proposal submitted pursuant to Rule 14a-8 must satisfy the rules and regulations of the SEC, including the eligibility requirements. As the rules of the SEC make clear, simply submitting a proposal does not guarantee its inclusion.

In addition, any nomination or proposal of other business (other than a proposal pursuant to Rule 14a-8) must comply with the procedures and other requirements specified in the Articles. Specifically, any nomination or other proposal that is a proper subject for consideration must be received by the Company Secretary at CRH’s principal executive offices no earlier than January 8, 2026 and no later than 5:00 p.m. at CRH's principal executive offices on February 7, 2026. Any notice of proposed business or nomination also must comply with the notice and other requirements set forth in the Articles and with any applicable law.

Notice provided by shareholders under the SEC’s Rule 14a-19 who intend to solicit proxies in support of nominees submitted pursuant to the Articles must be received by March 9, 2026 and must comply with the requirements of the Articles and the additional requirements of Rule 14a-19(b). Please note that the advance notice requirements of Rule 14a-19 do not override or supersede any longer advance notice requirements or any other requirements in the Articles.

All submissions to, or requests of, the Company Secretary should be made to CRH’s principal executive offices at Stonemason’s Way, Rathfarnham, Dublin 16, D16 KH51, Ireland or via e-mail at companysecretarysoffice@crh.com. Please ensure that receipt of all submissions is confirmed.

This description of the amendments to the Articles is qualified in its entirety by reference to the text of the Articles filed as Exhibit 3.1 to this Form 10-Q.

(c) Trading Plans

During the three months ended June 30, 2025, no Director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

CRH Form 10-Q 41

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

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).
10.33*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).
10.34*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).
10.35*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).
10.36*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).
10.37*Amended & Restated Group Chief Executive Officer Service Agreement by and between CRH Group Management Limited and Denis James Mintern, dated August 6, 2025.
22.1List of Guarantors and Subsidiary Issuers of Guaranteed Securities.
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.
101Inline eXtensible Business Reporting Language (XBRL).
104Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).
*Management compensation plan or arrangement.
**Furnished herewith.

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.

CRH Form 10-Q 42

Signatures

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

CRH public limited company (Registrant)

By /s/ Nancy Buese Nancy Buese Chief Financial Officer

August 6, 2025

CRH Form 10-Q 43