CRH PUBLIC LTD CO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO. )

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CRH public limited company

(Exact name of registrant as specified in its charter)

Letter from the Chair

CRH delivered further growth in revenues, profits and margins and an industry-leading performance

Dear Shareholder,

I am pleased to invite you to attend the 2025 AGM of CRH plc to be held on Thursday, May 8, 2025 at 11:00 a.m. (Dublin) at the Royal Marine Hotel, Marine Road, Dun Laoghaire, Co. Dublin, Ireland. Details in relation to attending and voting on the Proposals on the agenda for the 2025 AGM are set out on pages 8 to 38 of this Notice of Meeting and Proxy Statement.

Performance & Strategy

In 2024, CRH’s customer-connected solutions strategy delivered further growth in revenues, profits and margins and an industry-leading performance. This performance was underpinned by CRH’s focused geographic footprint with strong market positions in North America, Europe and Australia, highly integrated value chain and disciplined operational and commercial management. Net income was 15% ahead of 2023 at $3.5 billion (2023: $3.1 billion) and Adjusted EBITDA1 of $6.9 billion (2023: $6.2 billion) was 12% ahead. CRH's basic earnings per share was 16% higher than 2023 at $5.06 (2023: $4.36). Basic earnings per share pre-impairment was 18% higher than 2023 at $5.48 (2023: $4.65).

CRH invested $5.0 billion in value-accretive acquisitions during 2024. This included a portfolio of cement and readymixed concrete assets in Texas for a total consideration of $2.1 billion and a majority stake in Adbri Ltd, an integrated cement and aggregates business with high-quality assets and leading market positions in Australia, for a total consideration of $0.8 billion. In addition, over $1.1 billion was invested in a number of attractive growth capital expenditure (“CapEx”) projects. CRH also realized cash proceeds from divestitures and disposals of long-lived assets (including deferred divestiture consideration received) of $1.4 billion, primarily related to the divestiture of the European Lime operations and certain cement, aggregates and readymixed concrete operations in Quebec, Canada.

The total dividend for 2024 was $1.40 per share, representing an increase of 5% year-on-year (2023: $1.33). As part of our ongoing share buyback program, we repurchased approximately 15.9 million ordinary shares in 2024 (2023: 54.9 million) for a total consideration of $1.3 billion (2023: $3.0 billion). On November 7, 2024, CRH commenced a further tranche of $0.3 billion which completed on February 26, 2025 and the Board has extended the program with an additional $0.3 billion tranche to be completed no later than May 2, 2025. We will continue to assess our share buyback program throughout 2025, with further updates on a quarterly basis.

CRH’s stock price continued to perform strongly during 2024, with a Total Shareholder Return (TSR) of 35.9% being achieved in the 12 months to December 31, 2024 and the price per share increasing from $69.16 on December 31, 2023 to $92.52 on December 31, 2024.

Listing Transition Update

Following the transition of CRH’s primary listing to the New York Stock Exchange (NYSE) in 2023, CRH’s stock register has continued to evolve with ownership by U.S. investors exceeding 50% as at June 30, 2024. CRH, therefore, ceased to be a Foreign Private Issuer (“FPI”) with effect from January 1, 2025 and is providing this Notice of Meeting and Proxy Statement as a U.S. domestic issuer. Last year, CRH voluntarily chose to file its 2023 Annual Report on Form 10-K with the SEC instead of filing on the reporting forms available to FPIs.

To comply with CRH's ongoing obligations under the Irish Companies Act 2014, as amended (the “Companies Act 2014”), CRH will continue to prepare financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (the “Irish Statutory Accounts”). A copy of the Irish Statutory Accounts for 2024 is available on the CRH website, www.crh.com.

Management Succession

As announced in September 2024, Jim Mintern succeeded Albert Manifold as Chief Executive Officer effective January 1, 2025. Jim has been a member of CRH’s Board since his appointment as Chief Financial Officer in June 2021. He has deep industry knowledge with over 30 years’ experience in the building materials sector, 22 years of which have been with CRH. He has led a variety of operational businesses and has extensive portfolio management, financial and capital markets expertise. It is the Board’s view that Jim has taken charge of a high performing company in robust strategic and financial health, after 11 years of exceptional leadership from Albert.

In addition to retiring as Chief Executive Officer, Albert stepped down from the Board on December 31, 2024. He will be available as an advisor to CRH until the end of 2025. The process used by the Board to manage the Chief Executive Officer succession is outlined on page 42.

A robust and comprehensive process, supported by independent advisors, considering both internal and external candidates, is ongoing to identify Jim’s successor as Chief Financial Officer. Until that process has concluded, Alan Connolly has been appointed as Interim Chief Financial Officer effective January 1, 2025. Alan has over 30 years of finance experience working at CRH and has held senior finance roles across CRH’s

1* Represents a non-GAAP measure. See the discussion within ‘Reconciliation of Non-GAAP Figures’ in Annex A.

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North American and International businesses. His biographical details are set out on page 40.

Board Composition

Our Board consists of 12 highly experienced Directors with a balance of tenures and a diversity of backgrounds and experience. We have a robust process for appraising the performance of Directors and for evaluating the effectiveness of the Board and its Committees.

The biographies of the current Board members, each of whom retires at the 2025 AGM and being eligible is seeking re-election, are set out on pages 14 to 19.

Having reviewed the performance of each Board member, and the independence of the non-management Directors, the Nomination & Corporate Governance Committee and the Board recommends their re-election by shareholders.

Executive Compensation

As indicated at the time of the U.S. listing transition, the compensation policy approved by shareholders at the 2022 AGM under UK corporate governance norms continued in force for 2024. The compensation outcomes for 2024 reflect the implementation of that policy.

During 2024, the Compensation Committee developed a new framework in line with U.S. pay practices.

The report from the Compensation Committee on page 49 and the detailed disclosures in the “Compensation Discussion & Analysis” (CD&A) section on pages 49 to 79 outline how our compensation policies were applied during 2024 and how the Board expects the new compensation framework to operate from 2025 onwards.

2025 AGM

There are 12 Proposals on the agenda for the 2025 AGM for consideration by shareholders. These include resolutions regarding the re-election of Directors, executive compensation for 2024 and the frequency of future “Say-on-Pay” votes, the appointment and compensation of the external auditors and the renewal of shareholder authorities required under Irish law. In addition, there are resolutions in relation to a new equity incentive plan and proposed changes to CRH’s Articles of Association (the “Articles”).

New Equity Incentive Plan

As part of the new compensation framework referred to above, approval will be sought from shareholders at the 2025 AGM for a new CRH plc Equity Incentive Plan (the “Equity Incentive Plan”). The principal features of the Equity Incentive Plan, which are common for incentive plans of U.S. public companies, are set out on pages 24 to 28. Your Board believes that the approval of the Equity Incentive Plan will be a key element of our ability to recruit, retain and incentivize highly talented executives and non-management Directors going forward.

Articles of Association

The purpose of the proposed changes to the Company’s Articles is to update the Articles to better align with the governance practices of U.S. public companies. A detailed description of each of the proposed changes is set out on pages 35 to 38, with the text of the respective revisions included in Annexes C to F. A full comparison version of the Articles is available on the CRH website, www.crh.com. To access this, please select AGM under “Shareholder Centre” in the Investors section of the website.

CRH devotes considerable time and resources each year to shareholder engagement. We recognize the importance of effective dialogue as an integral element of good corporate governance. The Investor Relations team, together with the Chief Executive Officer, Chief Financial Officer and other senior executives, regularly meet with institutional shareholders (each year typically meeting shareholders holding approximately 60% of our outstanding ordinary shares). Reports on the views of shareholders are regularly considered by the Board.

In addition, similar to prior years, I have had considerable engagement with shareholders on governance matters since our 2024 AGM, meeting shareholders holding approximately 22% of our outstanding ordinary

shares. Details of the topics covered in these meetings, which include the Board’s priorities summarized in the “Board Priority Areas” table below, are set out on page 42. The feedback from these meetings was also provided to the Board and relevant Committees.

Conclusion

Your Board considers that all of the Proposals set out in this Notice of Meeting and Proxy Statement on pages 9 to 38 are in the best interests of shareholders as a whole. Accordingly, the Board unanimously recommends that you vote ‘FOR’ Proposals 1 and 2 and 4 to 12 and ‘Annually’ for Proposal 3, as they intend to do in respect of their own shareholdings.

On behalf of the Board, I would like to thank Albert Manifold for his exceptional leadership of CRH and to wish him fulfillment in the next stage of his career. We would also like to thank our colleagues throughout CRH for their ongoing hard work, professionalism and commitment to CRH’s success.

Thank you for investing in CRH. We understand this is an active choice and are grateful for your trust and engagement as we continue to grow CRH, deliver on our customer-connected solutions strategy, and create long-term sustainable value for all of our stakeholders.

Chair of the Board

Board Priority Areas

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2024 Performance Highlights

1. Record Financial Performance

CRH delivered a record financial performance in 2024 with further growth in revenues, profits, margins and returns. This strong performance is testament to the effectiveness of CRH's customer-connected solutions strategy in propelling our business to the next level of growth and performance.

• Represents a non-GAAP measure. See the discussion within ‘Reconciliation of Non-GAAP Figures’ in Annex A.

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2. Share Price Reached a New High

The CRH share price performed strongly in 2024, significantly outperforming both the S&P 500 and S&P 500 Materials Index over the 12 months to December 31, 2024.

CRH Share Price Performance in 12 months to December 31, 2024

Since 1970 the Company has delivered an industry-leading compound annualized long-term TSR 1 of 16.2% and in the five year's since 2019 the Company's cumulative TSR has outperformed both the S&P 500 Index and the S&P 500 Materials Index. This track record makes us the leading compounder of capital in the industry.

5 Year Comparative Total Return to Shareholders 2019 - 202411

1 Long-term TSR represents the total accumulated value delivered to shareholders (via gross dividends reinvested and share appreciation) if €100 was invested in CRH plc shares in 1970. The graph showing the 5 Year Comparative Total Return to Shareholders 2019 - 2024 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.1

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3. Creating Value Through Innovation and Sustainability

During 2024, we continued to prioritize innovation as we worked with our customers to help solve some of the world’s most complex and technically challenging construction projects. Our customer-connected solutions strategy gives CRH the opportunity to leverage the benefits of existing and emerging technologies to help drive efficiency, margin expansion and growth. Through our Innovation Center for Sustainable Construction (iCSC) we have a global network of experts across our businesses collaborating on the research, development and replication of innovative solutions. In addition, our CRH Ventures platform works in partnership with start-ups, industry players and academic institutions to pilot and scale cutting-edge and innovative technologies.

We believe the transition to a more sustainable built environment is a significant commercial opportunity for CRH. Our strategy focuses on transforming essential materials into value-added and innovative solutions to address global water, circularity and decarbonization challenges, so we can capture further value and accelerate growth across CRH.

Investing for the Future

Another year of progress

Revenues from products with enhanced sustainability attributes 2

4%

reduction in Scope 1 and 2 CO 2 e emissions in 2024

44.7mtonnes

wastes and by-products recycled in 2024 (2023: 43.9mt)

0.8kg/$Revenues

CO 2 e emissions per dollar of revenues in 20243

(2023: 0.9kg/$ Revenues)

2 Revenues derived from products that incorporate any, or a combination of: recycled materials; are produced using alternative energy and fuel sources; have a lower-carbon footprint as compared to those produced using traditional manufacturing processes; and/or are designed to specifically benefit the environment (i.e. water treatment and management systems, products with strong thermal mass/U-values).

3 Scope 1 and 2 CO 2 e emissions (kg/$ revenues). CO 2 e emissions subject to final verification under the European Union Emissions Trading System (EU ETS).

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4. Investing for Growth and Further Value Creation

In 2024, CRH continued to invest in and develop its business in line with its customer-connected solutions strategy.

Our continued strong cash generation and financial flexibility provide the opportunity to continue to return cash to shareholders, while at the same time investing in our business and delivering on our strategic growth initiatives. M&A activity during the year included an investment of $5 billion in 40 value-accretive acquisitions. The largest acquisition was in the Americas where CRH acquired an attractive portfolio of cement and readymixed concrete assets and operations in Texas for a total consideration of $2.1 billion. In addition, Americas Materials Solutions completed a further 20 acquisitions and Americas Building Solutions completed 10 acquisitions for a total spend in the Americas of $3.8 billion. International Solutions completed nine acquisitions for a total spend of $1.2 billion, including the acquisition of a majority stake in Adbri Ltd, a market leader in cement and aggregates in Australia.

Strong Balance Sheet Provides Optionality

In 2024, CRH’s strong cash generation capabilities and financial flexibility provided the opportunity to continue to return cash to shareholders, while at the same time investing in the business and delivering on CRH's strategic growth initiatives. As part of our ongoing share buyback program, we repurchased approximately 15.9 million ordinary shares in 2024 (2023: 54.9 million) for a total consideration of $1.3 billion (2023: $3.0 billion). On November 7, 2024, the Company commenced a further tranche of $0.3 billion which completed on February 26, 2025 and the Board has extended the program with an additional $0.3 billion tranche to be completed no later than May 2, 2025. CRH aims to significantly increase its financial capacity 4 in the years ahead and continue to allocate capital for future growth and superior value creation.

$1.3bnSpent on Repurchase of Ordinary Shares in 2024

$1.7bnReturned to shareholders though dividend payments in 2024

Anticipated Financial Capacity

4 Financial capacity is defined as the cash and debt financing available (after maintenance capital expenditure) for growth investments and cash returns to shareholders. The information shown above is indicative only and any capital deployment will be dependent on the value creation opportunities arising over the period. CRH's ability to deliver on its financial capacity ambitions is dependent on it achieving its planning assumptions, which may be negatively impacted by adverse changes in economic conditions in the countries where CRH operates, a slowdown in the growth of the overall construction and building materials sector or changes in availability of public funding for infrastructure, and other factors discussed under the heading "Risk Factors" in CRH's 2024 Annual Report as filed with the SEC.

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Table of Contents

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