CRH PUBLIC LTD CO 10-Q

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 3.1 Memorandum and Articles of Association of CRH public limited compa ny, dated May 8, 202 5 ( incor porated by refer ence 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. 22.1 List of Guarantors and Subsidiary Issuers of Guaranteed Securities. 31.1 Certification 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. 31.2 Certification 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. 95.1 Disclosure of Mine Safety and Health Administration (MSHA) Safety Data. 101 Inline eXtensible Business Reporting Language (XBRL). 104 Cover 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