What changed in this filing

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Item 9A. Controls and Procedures

2026-02-18 compared with 2025-02-26 · 75 added, 46 removed, 136 unchanged (47% of the section changed)

1 unchanged sentence

Management’s Report on Internal Control over Financial Reporting

In accordance with the requirements of Rule 13a-15 of the Securities Exchange Act 1934, the following report is provided by management in respect of the Company’s internal control over financial reporting.

In accordance with the requirements of Rule 13a-15 of the Exchange Act, the following report is provided by management in respect of the Company’s internal control over financial reporting.

As defined by the SEC, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Consolidated Financial Statements for external purposes in accordance with United States generally accepted accounting principles and includes those policies and procedures that:

5 unchanged sentences

In connection with the preparation of the Company’s annual Consolidated Financial Statements, management has undertaken an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the Internal Control Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As permitted by the SEC, the Company has elected following a qualitative and quantitative review to exclude an assessment of the internal controls of Adbri, one of the substantial acquisitions made during the year.

The acquisition of Adbri represented 4.7% and 4.1% of net and total assets, respectively, and 1.7% of revenues.

Its profit increased Company profit by less than 1.0% for the financial year ended December 31, 2024.

Management’s assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of those controls.

As permitted by the SEC, the Company has elected following a qualitative and quantitative review to exclude an assessment of the internal controls of Eco Material, the substantial acquisition completed during the year.

The acquisition of Eco Material represented 5.1% and 2.9% of net and Total assets, respectively, and 0.6% of Total revenues.

Its loss reduced Company profit by 0.7% for the fiscal year ended December 31, 2025.

Management’s assessment, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of those controls.

Based on this assessment, management has concluded and hereby reports that as of December 31, 2025, the Company’s internal control over financial reporting is effective.

Our auditor, Deloitte Ireland LLP (PCAOB ID No.

Our auditor, Deloitte & Touche LLP (PCAOB ID No.

34 ), a registered public accounting firm, who have audited the Consolidated Financial Statements for the year ended December 31, 2025, have audited the effectiveness of the Company’s internal controls over financial reporting.

3 unchanged sentences

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 December 31, 2024.

Based on that evaluation, the Chief Executive Officer and the Interim 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 Interim 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.

Management has evaluated the effectiveness of the design and operation of the disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) as of December 31, 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.

5 unchanged sentences

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Consolidated Financial Statements as of and for the year ended December 31, 2025 of the Company and our report dated February 18, 2026, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Eco Material, which was acquired on September 15, 2025, and whose financial statements constitute 5.1% and 2.9% of net and Total assets, respectively, 0.6% of Total revenues, and its loss reduced Company profit by 0.7% in the Consolidated Financial Statements as of and for the year ended December 31, 2025.

Accordingly, our audit did not include the internal control over financial reporting at Eco Material.

CRH FORM 10-K

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Adbri Limited, which was acquired on July 1, 2024, and whose financial statements constitute 4.7% and 4.1% of net and total assets, respectively, 1.7% of revenues, and its profit increased Company profit by less than 1.0% in the consolidated financial statement amounts as of and for the year ended December 31, 2024.

Accordingly, our audit did not include the internal control over financial reporting at Adbri Limited.

Basis for Opinion

14 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte Ireland LLP

Dublin, Ireland

/s/ Deloitte & Touche LLP

Atlanta, Georgia

February 18, 2026

Other Information

During the three months ended December 31, 2024, 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.

During the three months ended December 31, 2025, no director or officer (as defined in Section 16 of the Exchange Act) 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) or (c) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

9 unchanged sentences

The information required by this Item 13 will be included in the Proxy Statement and is incorporated herein by reference.

Principal Accountant Fees and Services

Principal Accounting Fees and Services

The information required by this Item 14 will be included in the Proxy Statement and is incorporated herein by reference.

3 unchanged sentences

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

3.1 Memorandum and Articles of Association (incorporated by reference to Exhibit 99.1 to the current report on Form 6-K furnished September 25, 2023).

Memorandum 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).

Indenture, 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.

8 unchanged sentences

Officer’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).

Officer’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).

Officer’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).

Officer’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).

Global 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).

1 unchanged sentence

Form 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).

F orm 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).

Form 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).

Form 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).

Form 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).

Form 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).

Form 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).

Description of securities registered under Section 12 of the Exchange Act.

3 unchanged sentences

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).

CRH FORM 10-K

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).

8 unchanged sentences

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).

CRH Form 10-K 102

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).

9 unchanged sentences

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).

Group Chief Executive Officer Service Agreement by and between CRH Group Services Limited and Albert Manifold, dated December 6, 2023.

Letter Agreement by and between CRH plc and Albert Manifold, dated September 23, 2024 (incorporated by reference Exhibit 10.1 to the quarterly report on Form 10-Q filed November 7, 2024).

Chief Financial Officer Service Agreement by and between CRH Group Services Limited and Denis James Mintern, dated December 6, 2023.

Group Chief Executive Officer Service Agreement by and between CRH Group Management Limited and Denis James Mintern, dated December 20, 2024.

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).

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).

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).

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).

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).

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).

Employment Agreement by and between CRH Nederland B.V.

Buckley, dated February 20, 2024.

Buckley, dated February 20, 2024 (incorporated by reference to Exhibit 10.29 to the annual report on Form 10-K filed February 26, 2025).

Employment Agreement by and between CRH Americas, Inc.

and Nathan Creech, dated January 1, 2021.

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).

Employment Agreement by and between CRH Americas, Inc.

and Randall Lake, dated January 1, 2021.

19.1 Insider Trading Policy.

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).

Employment Agreement by and between CRH Group Services Limited and Alan Connolly, dated September 1 , 2025.

Amended Deed Poll Indemnity, dated September 26, 2023.

Form of D&O Indemnification Agreement.

CRH FORM 10-K

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the annual report on Form 10-K filed February 26, 2025).

Principal Subsidiary Undertakings.

List of Guarantors and Subsidiary Issuers of Guaranteed Securities.

Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LLP.

Consent of Independent Registered Public Accounting Firm - Deloitte Ireland LLP.

16 unchanged sentences

Form 10–K Summary

We have chosen not to include an optional summary of the information required by this Annual Report on Form 10‐K.

We have chosen not to include an optional summary of the information required by this Form 10‐K.

CRH FORM 10-K

1 unchanged sentence

CRH public limited company

By /s/ Alan Connolly

Alan Connolly

Interim Chief Financial Officer

By /s/ Nancy Buese

Chief Financial Officer

February 18, 2026

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

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alan Connolly and Jim Mintern, and each of them singly, as their true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jim Mintern and Nancy Buese, and each of them singly, as their true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature Title Date

/s/ Richie Boucher

(Chairman of the Board) February 26, 2025

(Chairman of the Board)

February 18, 2026

/s/ Jim Mintern

1 unchanged sentence

February 18, 2026

/s/ Alan Connolly

(Interim Chief Financial Officer) February 26, 2025

/s/ Nancy Buese

(Chief Financial Officer)

February 18, 2026

/s/ Lamar McKay

(Non-management Director) February 26, 2025

(Non-management Director)

February 18, 2026

/s/ Caroline Dowling

(Non-management Director) February 26, 2025

(Non-management Director)

February 18, 2026

/s/ Richard Fearon

(Non-management Director)

February 18, 2026

/s/ Johan Karlström

(Non-management Director) February 26, 2025

(Non-management Director)

February 18, 2026

/s/ Shaun Kelly

(Non-management Director) February 26, 2025

/s/ Gillian L.

(Non-management Director) February 26, 2025

(Non-management Director)

February 18, 2026

/s/ Badar Khan

(Non-management Director) February 26, 2025

/s/ Richard Fearon

(Non-management Director) February 26, 2025

(Non-management Director)

February 18, 2026

/s/ Gillian L.

(Non-management Director)

February 18, 2026

(Non-management Director)

February 18, 2026

/s/ Siobhán Talbot

(Non-management Director) February 26, 2025

(Non-management Director)

February 18, 2026

/s/ Christina Verchere

(Non-management Director) February 26, 2025

CRH Form 10-K 104

(Non-management Director)

February 18, 2026

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