Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
CRH has a primary listing on the NYSE and a standard listing on the LSE of its Ordinary Shares, each represented by the ticker symbol CRH. As of February 15, 2024, there were approximately 16,000 holders of record of our Ordinary Shares.
Irish Taxation of US Holders
The following is a general summary of the main Irish tax considerations applicable to the purchase, ownership and disposition of our Ordinary Shares by U.S. holders. This description is based on Irish law and practices as of the latest practicable date, and administrative or judicial changes may modify the tax consequences described below. The statements do not constitute tax advice and are intended only as a general guide.
Withholding Tax on Dividends : Dividends on our Ordinary Shares would generally be subject to Irish Dividend DWT at the rate of 25%, unless an exemption applies. Dividends on our Ordinary Shares that are owned by residents of the United States and held beneficially through the Depositary Trust Company (DTC), will not be subject to DWT provided that the address of the beneficial owner of the Ordinary Shares in the records of the broker is in the United States. Dividends on our Ordinary Shares that are owned by residents of the United States and held directly (outside of DTC) will not be subject to DWT provided that the shareholder has completed the appropriate Irish DWT form and this form remains valid. Such shareholders must provide the appropriate Irish DWT form to our Transfer Agent, Computershare Trust Company N.A., before the record date for the first dividend payment to which they are entitled. If any shareholder who is resident in the United States receives a dividend subject to DWT, he or she should generally be able to apply for a refund from the Irish Revenue Commissioners. The Double Taxation Treaty between Ireland and the United States contains provisions regarding withholding tax, but it is generally not necessary for U.S. resident shareholders to rely on the treaty due to the wide scope of DWT exemptions under Irish law.
Income Tax on Dividends: A shareholder who is neither resident nor ordinarily resident in Ireland and who is entitled to an exemption from DWT generally has no liability for Irish income tax or for the Irish universal social charge on a dividend from us, unless he or she holds his or her ordinary shares through a branch or agency in Ireland which carries out a trade on his or her behalf.
Capital Gains Tax : A shareholder who is neither resident nor ordinarily resident in Ireland and does not hold our Ordinary Shares in connection with a trade or business carried on by such shareholder in Ireland through a branch or agency should not be subject to Irish tax on capital gains on a disposal of our Ordinary Shares.
Capital Acquisitions Tax : Irish capital acquisitions tax (CAT) is comprised principally of gift tax and inheritance tax. CAT could apply to a gift or inheritance of our Ordinary Shares irrespective of the place of residence, ordinary residence or domicile of the parties. The person who receives the gift or inheritance has primary liability for CAT. CAT is levied at a rate of 33% above certain tax-free thresholds. Shareholders in the United States should consult their own tax advisers as to whether CAT is creditable or deductible in computing U.S. tax liabilities.
Stamp Duty : Transfer of our Ordinary Shares other than via transfer of book-entry interests in the DTC may be subject to Irish stamp duty. Transfers of our Ordinary Shares via transfer of book entry interests in the DTC will not be subject to Irish stamp duty. However, if a shareholder holds our Ordinary Shares directly rather than beneficially through DTC, any transfer of shares could be subject to Irish stamp duty (currently at the rate of 1% of the higher of the price paid or the market value of the shares acquired). Payment of Irish stamp duty is generally a legal obligation of the transferee. The potential for stamp duty could adversely affect the price of our Ordinary Shares.
Other Shareholder Matters
There are no legislative or other legal provisions currently in force in Ireland or arising under our Articles that restrict the payment of dividends or distributions to holders of our Ordinary Shares not resident in Ireland, except for Irish laws and regulations that restrict the remittance of dividends, distributions and other payments in compliance with the sanctions laws of the Security Council of the United Nations, the European Union (and any of its members), the United Kingdom and the United States.
Dividend Policy
CRH has paid dividends on its Ordinary Shares in respect of each fiscal year since the formation of the Company in 1970. Dividends are paid to shareholders on the Register of Members on the record date for the dividend. The Board continues to believe that a policy of consistent long-term dividend growth is appropriate for the Company and following the 5% dividend increase in 2022, the total dividend was increased by a further 5% in 2023 to $1.33 per share (2022: $1.27). An interim dividend of $0.25 (2022: $0.24) per share was paid in November 2023. In addition, in order to facilitate CRH's planned move to a quarterly dividend cadence in 2024 following CRH’s transition of its primary listing to the United States in September 2023, a second interim dividend of $1.08 was paid in January 2024 in place of the usual final dividend recommended by the Board for approval at CRH’s Annual General Meeting (2022: $1.03). It is proposed to pay a quarterly dividend of $0.35 per share on April 17, 2024, to shareholders registered at the close of business on March 15, 2024.
Dividends are paid wholly in cash. The default payment currency is U.S. Dollar for shareholders who hold their Ordinary Shares through a DTC participant. It is also U.S. Dollar for shareholders holding their Ordinary Shares in registered form, unless a currency election is registered with CRH’s Transfer Agent, Computershare Trust Company N.A. in advance of the applicable record date. The default payment currency for shareholders holding their Ordinary Shares in the form of Depository Interests is euro. Such shareholders can elect to receive dividends in U.S. Dollar or Pound Sterling by providing their instructions to the Company’s Depositary Interest provider, Computershare Investor Services plc, in advance of the applicable record date.
Securities Authorized For Issuance Under Equity Compensation Plans
Our equity compensation plan information required by this item is incorporated by reference to the information in Part III, Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K.
CRH Form 10-K 25
Share Performance Graph
The performance graph below compares the five-year cumulative total shareholder return of our Ordinary Shares from December 31, 2018 to December 31, 2023 with the cumulative total return for the same period of the S&P 500 Index and the S&P 500 Materials Index. The graph assumes that the initial investment in our Ordinary Shares and each index was $100, with reinvestment of dividends.
Performance data for the Company is provided as of the last trading day of each relevant fiscal year. The share price performance graph is not necessarily indicative of future share price performance.
Comparative Total Return 2018 2019 2020 2021 2022 2023
CRH plc 100.00 157.01 171.30 217.69 169.13 306.38
S&P 500 100.00 131.47 155.65 200.29 163.98 207.04
S&P 500 Materials 100.00 124.58 150.40 191.44 167.94 189.01
The performance graph above is being furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Recent Sales Of Unregistered Securities
None.
CRH Form 10-K 26
Issuer Purchases of Equity Securities
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 (or Units) that May Yet Be Purchased Under the Plans or Programs
January 1 – January 31, 2023 466,100 $44.24 466,100 47,118,018
February 1 – February 28, 2023 1,764,659 $46.94 1,764,659 45,353,359
March 1 – March 31, 2023 3,416,191 $49.70 3,410,693 41,942,666
April 1 – April 30, 2023 5,066,701 $48.88 4,974,969 45,025,031
May 1 – May 31, 2023 5,553,335 $48.68 5,553,335 39,471,696
June 1 – June 30, 2023 3,691,162 $51.37 3,691,162 35,780,534
July 1 – July 31, 2023 5,845,968 $56.99 5,845,968 45,763,528
August 1 – August 31, 2023 7,429,937 $57.79 7,429,937 38,333,591
September 1 – September 30, 2023 5,558,235 $55.13 5,558,235 32,775,356
October 1 – October 31, 2023 5,048,800 $55.01 5,048,800 29,951,200
November 1 – November 30, 2023 6,951,106 $59.71 6,951,106 23,000,094
December 1 – December 31, 2023 5,080,964 $66.04 4,205,964 18,794,130
Total 55,873,158 54,900,928
(i) In May 2018, CRH announced its intention to introduce a share repurchase program to repurchase Ordinary Shares (the ‘Program’). In 2023, the Company returned a further $3.0 billion of cash to shareholders through the repurchase of 54,900,928 Ordinary Shares (equivalent to 7.47% of the Company’s issued share capital). This brought total cash returned to shareholders under the Program to $7.1 billion since its commencement in May 2018. The purchases in 2023 were completed under the following tranches:
Date Announced Max Amount to be Repurchased
(in $ millions) Date Expired
December 19, 2022 300 March 30, 2023
March 31, 2023 750 June 29, 2023
June 30, 2023 1,000 September 22, 2023
September 25, 2023 1,000 December 20, 2023
December 21, 2023 300 February 28, 2024
Item 6. Reserved
CRH Form 10-K 27