CRH Plc【CRH】株式ニュース

CRH Announces Intention to Delist from the LSE and Cancel Preference SharesMarch 13, 2026 4:20 PM
Business Wire

This document contains inside information.

CRH (NYSE: CRH), the leading provider of building materials, today announces its intention to delist from the London Stock Exchange (LSE) its ordinary shares and 7% preference shares (the “LSE Delisting”) and, subject to shareholder approval, to cancel CRH’s 5% and 7% preference shares (the “Preference Share Cancellations”). The proposed Preference Share Cancellations will have no impact on the ordinary shares. CRH’s primary listing has been on the New York Stock Exchange (NYSE) since September 2023. Once the LSE Delisting takes effect, CRH’s ordinary shares will be solely listed on the NYSE.

Background to and Reasons for the LSE Delisting and Preference Share Cancellations

On February 18, 2026, CRH announced its intention to undertake a review of its LSE ordinary share listing as well as its preference share capital structure. As part of the review, CRH carefully considered, among other factors, the level of trading activity for its ordinary shares on the LSE as well as the additional cost, regulatory and administrative obligations arising from retaining the LSE listings and maintaining the 5% and 7% preference shares. Following completion of the review, the Board is satisfied that it is in the best interests of CRH and its shareholders to proceed with the LSE Delisting and, subject to shareholder approval, the Preference Share Cancellations.

LSE Delisting Process

CRH has requested the UK Financial Conduct Authority (FCA) to cancel the listing of its ordinary shares and its 7% preference shares on the Official List of the FCA, and to request the LSE to cancel the admission to trading of those shares on the main market for listed securities of the LSE.

For the purposes of FCA Listing Rule 21.2.17, CRH is required to give at least 20 business days’ notice of the LSE Delisting. It is expected that the LSE Delisting will become effective from 8:00 a.m. (London time) on April 20, 2026, such that the last day of trading of ordinary shares on the LSE will be April 17, 2026.

Preference Share Cancellations Process

CRH today also announces the proposed cancellation of its two classes of preference shares, comprising the 7% preference shares listed on the LSE and the 5% preference shares listed on Euronext Growth Dublin (EGD). The 7% preference shares and 5% preference shares have a total par value of approximately €1.2 million ($1.4 million).

The proposed cancellations would be in exchange for a cash payment of an amount equal to 40 times the annual dividend per preference share. This reflects a value determined by reference to the annual dividend per preference share capitalized at a rate of 2.5156% or approximately 100bps below the 30-year Bund rate as of March 12, 2026. The payments would be €2.54 per share in respect of the 5% preference shares representing 200% of nominal value, and €3.556 per share in respect of the 7% preference shares representing 280% of nominal value, with both classes having a nominal value of €1.27.

CRH will seek approval for the proposed Preference Share Cancellations from ordinary shareholders at its 2026 Annual General Meeting to be held on May 7, 2026, and at separate meetings of the preference shareholders to be held on May 21, 2026. It is expected that, subject to receipt of the requisite approvals, the Preference Share Cancellations will become effective in mid-2026. The cancellation of the 5% preference shares, if implemented, will result in the cancellation of their listing on EGD.

Frequently Asked Questions and Shareholder Helpline

To assist shareholders in preparing for the LSE Delisting and the proposed Preference Share Cancellations, CRH has prepared answers to Frequently Asked Questions (FAQ), which are available at https://www.crh.com/investors/ordinary-shareholders/ and https://www.crh.com/investors/preference-shareholders/, and, in the case of the FAQs relating to the proposed Preference Share Cancellations will also be included as an annex to the preliminary and definitive proxy statements filed with the Securities and Exchange Commission (the “SEC”). A helpline is also available to assist shareholders, the contact details for which are included in the FAQ documents.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (as incorporated into UK domestic law by virtue of the UK's European Union (Withdrawal) Act 2018 and the Market Abuse (Amendment) (EU Exit) Regulations 2019). For the purposes of Article 2 of Commission Implementing Regulation (EU) 2016/1055, the person responsible for arranging for the release of this announcement on behalf of CRH plc is Neil Colgan, Company Secretary. The date and time of this statement is the same as the date and time that it has been communicated to the media.

About CRH

CRH is the leading provider of building materials critical to modernizing infrastructure. With our team of 83,000 people across 4,000 locations, our unmatched scale, connected portfolio, and deep local relationships make us the partner of choice for transportation, water, and reindustrialization projects, shaping communities for a better tomorrow. CRH (NYSE: CRH) is a member of the S&P 500 Index. For more information, visit www.crh.com.

Forward-Looking Statements

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

This announcement contains statements that are, or may be deemed to be, forward-looking statements. 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 announcement. In particular, statements regarding the expected timing and benefits of the LSE Delisting and the Preference Share Cancellations, respectively, are forward-looking in nature.

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 announcement. 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, but are not limited to, (i) the risk that the Preference Share Cancellations may not be approved by CRH’s shareholders or completed in a timely manner or at all, (ii) unexpected costs, charges or expenses relating to the LSE Delisting or the Preference Share Cancellations are incurred, and (iii) the risks and uncertainties described under “Risk Factors” in CRH’s 2025 Form 10-K and in its other filings with the SEC.

Additional Information

This communication is being made, in part, in respect of the proposed Preference Share Cancellations, which is subject to shareholder approval and which approvals are intended to be sought at CRH’s 2026 AGM. In connection with CRH’s 2026 AGM, CRH intends to file relevant materials, including preliminary and definitive proxy statements, with the SEC. A definitive proxy statement and a proxy card or voting instruction form will be distributed to shareholders entitled to vote on the matter. This communication is not a substitute for the definitive proxy statement or any other relevant document filed by CRH with the SEC.

BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS ENTITLED TO VOTE ON THIS MATTER ARE URGED TO CAREFULLY READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED PREFERENCE SHARE CANCELLATIONS.

Any vote in respect of resolutions proposed at CRH’s 2026 AGM, including in respect of the proposed Preference Share Cancellations, should be made only on the basis of the information contained in the Company’s definitive proxy statement. Shareholders can obtain a copy of the definitive proxy statement and other relevant documents filed by CRH with the SEC, when available, free of charge by visiting the SEC’s website, www.sec.gov., or by accessing the “Investors” section of the Company’s website at www.crh.com.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to, and does not constitute or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Preference Share Cancellations or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

The Company and its directors and its executive officers and certain of its employees may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed Preference Share Cancellations. Information regarding the Company’s directors and executive officers is included under the sections “Proposal 1—Re-election of Directors,” “Corporate Governance—Global Leadership Team,” “Compensation Discussion & Analysis,” “Stock Ownership Information,” “CEO Pay Ratio,” and “Pay Versus Performance” in the definitive proxy statement for the Company’s 2025 AGM, which was filed with the SEC on March 28, 2025, and in the Company’s Current Report on Form 8-K filed with the SEC on May 9, 2025. Additional information regarding ownership of the Company’s securities by its directors and executive officers is included in each person’s respective SEC filings on Forms 3 and 4. A copy of these documents may be obtained free of charge by visiting the SEC’s website, www.sec.gov., or by accessing the “Investors” section of the Company’s website at www.crh.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260313336318/en/
Tom Holmes

Head of Investor Relations

tholmes@crh.com
Lauren Schulz

Chief Communications Officer

lschulz@crh.com

Original: CRH Announces Intention to Delist from the LSE and Cancel Preference Shares

CRH Reports Q4 and FY 2025 ResultsFebruary 18, 2026 4:05 PM
Business Wire

Strong Q4 and FY 2025; continued year-over-year growth in Net income (FY 25: +8%) and Adjusted EBITDA* (FY 25: +11%)

Record financial performance backed by our Growth Algorithm and the CRH Winning Way

Inclusion in the S&P 500 Index, a powerful recognition of our Unmatched Scale and Market Leadership

$4.1bn invested in 38 value-accretive acquisitions; significant financial capacity to capitalize on attractive pipeline

$1.7bn invested in high-return, low-risk growth capex projects, driving organic growth and performance improvement

Declaring quarterly dividend of $0.39 per share (+5% YoY); commencing new $0.3bn quarterly share buyback

2026 outlook positive across key end-markets; underpinned by our Superior Strategy and Connected Portfolio

Expect further growth & value creation with FY 26 Net income of $3.9bn to $4.1bn; Adjusted EBITDA* of $8.1bn to $8.5bn

CRH (NYSE: CRH), the leading provider of building materials, today reported fourth quarter and full year 2025 financial results. Full year 2025 Total revenues of $37.4 billion (2024: $35.6 billion) were 5% ahead of the prior year driven by favorable end-market demand, disciplined commercial execution and contributions from acquisitions. Net income of $3.8 billion (2024: $3.5 billion) was 8% ahead of the prior year, reflecting a strong underlying operating performance. Adjusted EBITDA* of $7.7 billion (2024: $6.9 billion) increased by 11% as a result of continued pricing momentum, contributions from acquisitions and disciplined cost control. CRH’s net income margin of 10.1% (2024: 9.9%) and Adjusted EBITDA margin* of 20.5% (2024: 19.5%) were both ahead of the prior year.

Jim Mintern, Chief Executive Officer, stated "2025 proved to be a year of significant progress for CRH, with double-digit Adjusted EBITDA* growth and a 12th consecutive year of margin* expansion delivering another record performance and reinforcing our position as the leading compounder of capital in our industry. Our balance sheet strength, cash generation capabilities and disciplined approach to capital allocation enabled us to deploy $5.8 billion in value-accretive growth investments across our connected portfolio while also returning $2.2 billion to shareholders through dividends and share buybacks. We enter 2026 with confidence and expect favorable end-market dynamics as well as the continued execution of our superior strategy to underpin another year of growth and value creation for our shareholders.”

Summary Financials

Q4 2025

YoY Change

FY 2025

YoY Change

Total revenues

$9.4bn

+6%

$37.4bn

+5%

Net income

$1.0bn

+46%

$3.8bn

+8%

Net income margin

11.0%

+300bps

10.1%

+20bps

Adjusted EBITDA*

$2.0bn

+14%

$7.7bn

+11%

Adjusted EBITDA margin*

21.5%

+150bps

20.5%

+100bps

Diluted Earnings Per Share

$1.52

+49%

$5.51

+10%

Diluted Earnings Per Share pre-impairment*

$1.52

+6%

$5.57

+3%

Net cash provided by operating activities

$5.6bn

+13%

Adjusted Free Cash Flow*

$5.0bn

+18%

*Represents a non-GAAP measure. See 'Non-GAAP Reconciliation and Supplementary Information' on pages 12 to 14. Reference to margin expansion is based on IFRS through 2022 and U.S. GAAP from 2023 through 2025.

Three months ended December 31, 2025

Americas Materials Solutions' Total revenues were 9% ahead of Q4 2024, driven by good underlying activity levels, positive pricing momentum and contributions from acquisitions. Adjusted EBITDA increased by 9% year-on-year, reflecting disciplined cost management, positive underlying demand and contributions from acquisitions.

Americas Building Solutions' Total revenues were 1% behind Q4 2024, with strong demand in the energy and communication sectors, in addition to contributions from acquisitions, offset by ongoing subdued residential demand and adverse weather impacting certain markets. Adjusted EBITDA was 2% ahead of the prior year, primarily driven by good cost management and contributions from acquisitions.

International Solutions' Total revenues were 6% ahead of Q4 2024, as contributions from acquisitions and positive pricing momentum offset the impact of recent divestitures. Adjusted EBITDA was 33% ahead of the prior year, benefiting from improved operational efficiencies, the integration of acquisitions and business optimization initiatives.

Year ended December 31, 2025

Americas Materials Solutions' Total revenues were 5% ahead of the prior year, driven by contributions from acquisitions, pricing progress and improved volumes in the second half of the year. Adjusted EBITDA increased by 7% year-on-year, reflecting disciplined cost management, operational efficiencies and contributions from acquisitions.

Americas Building Solutions' Total revenues were 1% ahead of the prior year, driven by good contributions from acquisitions and increased demand in the energy sector. Adjusted EBITDA was 6% ahead of the prior year reflecting the benefits of ongoing business improvements and asset optimization initiatives.

International Solutions' Total revenues were 8% ahead of the prior year, driven by favorable pricing and contributions from acquisitions. Adjusted EBITDA was 23% ahead of the prior year, with contributions from acquisitions, pricing progress and operational efficiencies driving improvement.

Please refer to Appendix 1 on pages 5 to 7 for detailed business segment information for the three months and year ended December 31, 2025.

Acquisition Update

CRH’s acquisition strategy and proven growth capabilities, combined with its unmatched scale and connected portfolio of businesses, provides significant optionality for further growth and value creation. We completed 38 value-accretive acquisitions in 2025 for a total consideration of $4.1 billion, enabling us to strengthen our market leading positions, further develop our connected portfolio and increase our exposure to growing infrastructure megatrends. The largest acquisition in 2025 was in our Americas Materials Solutions segment where we completed the acquisition of Eco Material Technologies (Eco Material), North America’s leading supplier of Supplementary Cementitious Materials (SCMs), for a total consideration of $2.1 billion. The Eco Material transaction strategically positions CRH to meet growing demand for SCMs to modernize North America's infrastructure.

Other Financial Items

Depreciation, depletion, amortization and impairment charges for the year ended December 31, 2025, of $2.2 billion were $0.2 billion higher than the prior year (2024: $2.0 billion), primarily due to acquisitions and higher growth capital expenditure.

Interest income for the year ended December 31, 2025, of $146 million was higher than the comparable prior period (2024: $143 million). Interest expense for the year ended December 31, 2025, of $810 million was higher than the prior year (2024: $612 million), primarily due to an increase in gross debt balances.

Income tax expense for the year ended December 31, 2025, of $1.0 billion (2024: $1.1 billion) reduced in the period, reflecting a lower effective tax rate compared to the prior year.

Other nonoperating income, net, was $29 million, a decrease from the prior year period (2024: $258 million) which benefited from a non-recurring gain on divestitures.

Diluted Earnings Per Share (EPS) of $5.51 was 10% higher than the prior year (2024: $5.02), supported by strong operating performance and the ongoing share buyback program. Diluted EPS pre-impairment* of $5.57 was 3% higher than the prior year (2024: $5.43), impacted by the non-recurrence of gains on divestitures.

Balance Sheet and Liquidity

2025 marked another year of strong cash generation for CRH, with net cash provided by operating activities of $5.6 billion, $0.6 billion ahead of the prior year (2024: $5.0 billion) and Adjusted Free Cash Flow* of $5.0 billion, $0.8 billion ahead of the prior year (2024: $4.2 billion), driven by higher income from operations and improved working capital management.

Total short and long-term debt was $17.7 billion as of December 31, 2025, compared with $14.0 billion in 2024.

Net Debt* as of December 31, 2025, was $14.2 billion, compared with $10.5 billion in 2024, primarily reflecting continued acquisition and growth investment activity and cash returns to shareholders, partially offset by inflows from operating activities. CRH ended 2025 with $4.1 billion of cash and cash equivalents and restricted cash (2024: $3.8 billion) as well as $4.3 billion of undrawn committed facilities, $4.1 billion of which are available until May 2030. CRH remains committed to maintaining its robust balance sheet and expects to maintain a strong investment-grade credit rating.

Dividends

In line with its policy of consistent long-term dividend growth, on February 18, 2026, CRH declared a quarterly dividend of $0.39 per share, representing a 5% increase on the prior year. The dividend will be paid on April 8, 2026, to shareholders registered on March 6, 2026.

Review of LSE Ordinary Share Listing and Preference Share Capital Structure

CRH is undertaking a review of its London Stock Exchange (LSE) listed ordinary shares as well as its preference share capital structure. The preference shares, comprising 7% preference shares listed on the LSE and 5% preference shares listed on Euronext Growth Dublin (EGD), have a total par value of approximately $1.4 million (referred to as preferred stock in the Consolidated Balance Sheets). The outcome of the review may result in the delisting from the LSE of CRH’s ordinary shares and 7% preference shares. Separately, subject to shareholder approval, the outcome of the review may result in the cancellation of both classes of preference shares, as well as the delisting of the 5% preference shares from EGD. CRH’s primary listing on the New York Stock Exchange is not within the scope of the review. It is anticipated this review will be completed during Q1 2026 and an update to shareholders will be provided during this time.

2026 Full Year Outlook

We expect favorable underlying demand across our key end-markets, underpinned by significant public investment in infrastructure and continued reindustrialization activity. Within the residential sector we expect resilient repair and remodel activity while the new-build segment is expected to remain subdued. Assuming normal seasonal weather patterns and absent any major dislocations in the political or macroeconomic environment, CRH's superior strategy, connected portfolio and leading positions of scale in attractive high-growth markets, together with our strong and flexible balance sheet, are expected to underpin another year of growth and value creation in 2026.

2026 Guidance (i)

(in $ billions, except per share data)

Low

High

Net income (ii)

3.9

4.1

Adjusted EBITDA*

8.1

8.5

Diluted EPS (ii)

$5.60

$6.05

Capital expenditure

2.8

3.0

(i) The 2026 guidance does not assume any significant one-off or non-recurring items, including the impact of further potential changes to global trade policies, impairments or other unforeseen events.

(ii) 2026 Net income and diluted EPS are based on approximately $0.7 billion interest expense, net, an effective tax rate of approximately 24% and a year-to-date average of approximately 675 million diluted common shares outstanding.

Conference Call

CRH will host a conference call and webcast presentation at 8:00 a.m. (EST) on Thursday, February 19, 2026, to discuss the 2025 results and 2026 outlook. Registration details are available on www.crh.com/investors. Upon registration, a link to join the call and dial-in details will be made available. The accompanying investor presentation will be available on the investor section of the CRH website in advance of the conference call, and a recording of the conference call will be made available afterwards.

About CRH

CRH is the leading provider of building materials critical to modernizing infrastructure. With our team of 83,000 people across 4,000 locations, our unmatched scale, connected portfolio, and deep local relationships make us the partner of choice for transportation, water, and reindustrialization projects, shaping communities for a better tomorrow. CRH (NYSE: CRH) is a member of the S&P 500 Index. For more information, visit www.crh.com.

Appendices

Appendix 1 - Results Of Operations

Three months ended December 31, 2025

Americas Materials Solutions

Analysis of Change

in $ millions

Q4 2024

Currency

Acquisitions

Divestitures

Organic

Q4 2025

% change

Total revenues

4,266

+1

+349

–

+24

4,640

+9%

Adjusted EBITDA

1,053

–

+63

–

+31

1,147

+9%

Adjusted EBITDA margin

24.7%

24.7%

Americas Materials Solutions’ Total revenues were 9% ahead of the fourth quarter of 2024, primarily driven by contributions from acquisitions, further supported by volume growth and sustained pricing momentum.

In Essential Materials, Total revenues increased by 21%, due to positive pricing in aggregates, good underlying demand in most regions and contributions from acquisitions. Aggregates volumes and prices increased by 6% and 3%, respectively, reflecting adverse mix-effects. Cement volumes were 1% ahead of the prior year, while pricing was in line.

In Road Solutions, Total revenues were 4% ahead of the prior year, led by ongoing commercial execution and contributions from acquisitions. Asphalt volumes increased by 7% while pricing was in line with the prior year. Readymixed concrete volumes increased 1% and pricing increased by 4% compared to the prior year. Paving and construction revenues increased by 3% supported by strong backlog delivery and acquisitions.

Fourth quarter 2025 Adjusted EBITDA for Americas Materials Solutions was 9% ahead of the prior year, driven by good underlying demand, disciplined cost management and contributions from acquisitions. Adjusted EBITDA margin of 24.7% was in line with the fourth quarter of 2024.

Americas Building Solutions

Analysis of Change

in $ millions

Q4 2024

Currency

Acquisitions

Divestitures

Organic

Q4 2025

% change

Total revenues

1,493

+1

+22

(7)

(25)

1,484

(1%)

Adjusted EBITDA

250

–

+5

(2)

+1

254

+2%

Adjusted EBITDA margin

16.7%

17.1%

Americas Building Solutions' Total revenues were 1% behind the fourth quarter of 2024, with contributions from acquisitions, offset by ongoing subdued residential demand and pockets of adverse weather impacting certain markets.

In Building & Infrastructure Solutions, Total revenues were 1% ahead of Q4 2024, driven by a solid performance in the communication and energy businesses with an increase in data center activity.

In Outdoor Living Solutions, Total revenues were 2% behind the prior year period due to subdued residential activity and the impact of adverse weather.

Adjusted EBITDA for Americas Building Solutions was 2% ahead of the fourth quarter of 2024, driven by acquisitions and cost savings initiatives. Adjusted EBITDA margin was 40bps ahead of the prior year period.

International Solutions

Analysis of Change

in $ millions

Q4 2024

Currency

Acquisitions

Divestitures

Organic

Q4 2025

% change

Total revenues

3,111

+186

+120

(160)

+35

3,292

+6%

Adjusted EBITDA

473

+28

+16

+19

+91

627

+33%

Adjusted EBITDA margin

15.2%

19.0%

International Solutions' Total revenues were 6% ahead of the fourth quarter of 2024, as contributions from acquisitions and positive pricing momentum were partially offset by the impact of recent divestitures.

In Essential Materials, Total revenues were 6% ahead of the comparable period in 2024, supported by contributions from acquisitions. Aggregates and cement volumes were 7% and 2% ahead of the comparable period in 2024, respectively. Cement pricing was 1% ahead, while aggregates pricing was in line with the prior year.

In Road Solutions, Total revenues were in line with the comparable period in 2024, with improved readymixed concrete volumes and pricing, 5% and 1% ahead of the prior year, respectively, offset by paving and construction divestitures. Asphalt pricing was 4% ahead of the comparable period in 2024, while volumes declined by 7%.

Within Building & Infrastructure Solutions and Outdoor Living Solutions, Total revenues were 18% ahead of the comparable period in 2024, supported by contributions from acquisitions.

Adjusted EBITDA in International Solutions was 33% ahead of the fourth quarter of 2024, benefiting from improved operational efficiencies, the integration of acquisitions and business optimization initiatives. Adjusted EBITDA margin increased by 380bps compared to the prior year.

Year ended December 31, 2025

Americas Materials Solutions

Analysis of Change

in $ millions

2024

Currency

Acquisitions

Divestitures

Organic

2025

% change

Total revenues

16,173

(16)

+961

(16)

(73)

17,029

+5%

Adjusted EBITDA

3,745

(2)

+180

+6

+73

4,002

+7%

Adjusted EBITDA margin

23.2%

23.5%

Americas Materials Solutions’ Total revenues were 5% ahead of 2024, as contributions from acquisitions and pricing progress more than offset weather-impacted volumes earlier in the year.

In Essential Materials, Total revenues increased by 8%, supported by good pricing momentum and contributions from acquisitions. Aggregates volumes were 4% ahead of the same period in 2024, driven by contributions from acquisitions, while cement volumes increased by 1%. Aggregates pricing increased by 4% year-on-year, reflecting adverse mix-effects, while cement prices were ahead by 1%.

In Road Solutions, Total revenues increased by 4% as improved pricing and contributions from acquisitions more than offset weather-impacted volumes. Readymixed concrete volumes increased by 3% compared to the prior year, driven by acquisitions, while pricing increased by 2%. Paving and construction revenues increased by 2%, with construction backlogs ahead of the prior year. Asphalt volumes increased 4% over the prior year and pricing was in line.

Adjusted EBITDA for Americas Materials Solutions was 7% ahead of 2024, driven by disciplined cost management, operational efficiencies and strong performance from acquisitions. Adjusted EBITDA margin was 30bps ahead of the prior year.

Americas Building Solutions

Analysis of Change

in $ millions

2024

Currency

Acquisitions

Divestitures

Organic

2025

% change

Total revenues

7,059

(4)

+203

(34)

(102)

7,122

+1%

Adjusted EBITDA

1,389

–

+54

(7)

+38

1,474

+6%

Adjusted EBITDA margin

19.7%

20.7%

Americas Building Solutions' Total revenues were up 1% compared to the prior year, supported by disciplined commercial management and contributions from acquisitions, which offset the impact of adverse weather earlier in the year.

In Building & Infrastructure Solutions, Total revenues were 2% ahead of 2024, driven by a strong performance in the energy sector with increased activity in the data center end-market, good underlying activity in our water businesses and contributions from acquisitions.

In Outdoor Living Solutions, Total revenues were in line with the prior year, as incremental growth from acquisitions was offset by subdued residential demand and adverse weather conditions across certain markets.

Adjusted EBITDA for Americas Building Solutions was 6% ahead of prior year, supported by ongoing business improvements, asset optimization initiatives and contributions from acquisitions, which more than offset the impact of adverse weather and subdued residential activity. Adjusted EBITDA margin was 100bps ahead of the prior year period.

International Solutions

Analysis of Change

in $ millions

2024

Currency

Acquisitions

Divestitures

Organic

2025

% change

Total revenues

12,340

+441

+1,057

(452)

(90)

13,296

+8%

Adjusted EBITDA

1,796

+81

+140

+10

+178

2,205

+23%

Adjusted EBITDA margin

14.6%

16.6%

International Solutions’ Total revenues were 8% ahead of the prior year, driven by contributions from acquisitions and favorable pricing.

In Essential Materials, Total revenues were 9% ahead of 2024, as contributions from acquisitions and favorable pricing more than offset the impact of prior year divestitures. Aggregates and cement pricing were 2% and 1% ahead of the prior year, respectively, while aggregates and cement volumes were 5% and 7% ahead of the prior year, benefiting from acquisitions.

In Road Solutions, Total revenues were 7% ahead of 2024, with volumes and prices in readymixed concrete ahead by 11% and 4%, respectively, benefiting from volume growth and contributions from acquisitions. Asphalt volumes declined 4%, while pricing was in line with the prior year.

Total revenues in Building & Infrastructure Solutions and Outdoor Living Solutions increased by 8% compared to the prior year, supported by contributions from acquisitions.

Adjusted EBITDA in International Solutions was 23% ahead of the prior year, with contributions from acquisitions, pricing progress and operational efficiencies driving improvement. Adjusted EBITDA margin increased by 200bps compared to the prior year.

Appendix 2 - Financial Statements

The following financial statements are an extract of the Company’s Consolidated Financial Statements prepared in accordance with U.S. GAAP for the three months and the year ended December 31, 2025 and do not present all necessary information for a complete understanding of the Company's financial condition as of December 31, 2025. The full Consolidated Financial Statements prepared in accordance with U.S. GAAP for the year ended December 31, 2025, including notes thereto, will be included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC).

Consolidated Statements of Income

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

Three months ended

Year ended

December 31

December 31

2025

2024

2025

2024

Product revenues

7,136

6,541

28,754

26,699

Service revenues

2,280

2,329

8,693

8,873

Total revenues

9,416

8,870

37,447

35,572

Cost of product revenues

(3,998)

(3,641)

(15,990)

(14,651)

Cost of service revenues

(2,062)

(2,069)

(7,929)

(8,220)

Total cost of revenues

(6,060)

(5,710)

(23,919)

(22,871)

Gross profit

3,356

3,160

13,528

12,701

Selling, general and administrative expenses

(2,032)

(1,933)

(8,283)

(7,852)

Gain on disposal of long-lived assets

82

38

235

237

Loss on impairments

–

(161)

(40)

(161)

Operating income

1,406

1,104

5,440

4,925

Interest income

42

31

146

143

Interest expense

(220)

(160)

(810)

(612)

Other nonoperating income, net

46

12

29

258

Income before income tax expense and income from equity method investments

1,274

987

4,805

4,714

Income tax expense

(246)

(143)

(1,041)

(1,085)

Income (loss) from equity method investments

9

(135)

26

(108)

Net income

1,037

709

3,790

3,521

Net (income) attributable to redeemable noncontrolling interests

(10)

(7)

(28)

(28)

Net (income) loss attributable to noncontrolling interests

(2)

1

(9)

(1)

Net income attributable to CRH

1,025

703

3,753

3,492

Earnings per share attributable to CRH

Basic

$1.53

$1.03

$5.54

$5.06

Diluted

$1.52

$1.02

$5.51

$5.02

Weighted average common shares outstanding

Basic

669.5

678.4

673.2

683.3

Diluted

673.1

683.7

677.0

689.5

Consolidated Balance Sheets

(in $ millions, except share data)

December 31

December 31

2025

2024

Assets

Current assets:

Cash and cash equivalents

4,096

3,720

Restricted cash

51

39

Accounts receivable, net

5,178

4,820

Inventories

5,251

4,755

Other current assets

678

749

Total current assets

15,254

14,083

Property, plant and equipment, net

24,937

21,452

Equity method investments

502

737

Goodwill

13,099

11,061

Intangible assets, net

2,048

1,211

Operating lease right-of-use assets, net

1,471

1,274

Other noncurrent assets

1,018

795

Total assets

58,329

50,613

Liabilities, redeemable noncontrolling interests and shareholders’ equity

Current liabilities:

Accounts payable

3,263

3,207

Accrued expenses

2,196

2,248

Current portion of long-term debt

1,175

2,999

Operating lease liabilities

286

265

Other current liabilities

1,834

1,577

Total current liabilities

8,754

10,296

Long-term debt

16,478

10,969

Deferred income tax liabilities

3,511

3,105

Noncurrent operating lease liabilities

1,232

1,074

Other noncurrent liabilities

2,876

2,319

Total liabilities

32,851

27,763

Commitments and contingencies

Redeemable noncontrolling interests

430

384

Shareholders’ equity

Preferred stock, €1.27 par value, 150,000 shares authorized and 50,000 shares issued and outstanding for 5% preferred stock, and 872,000 shares authorized, issued and outstanding for 7% ‘A’ preferred stock, as of December 31, 2025, and December 31, 2024

1

1

Common stock, €0.32 par value, 1,250,000,000 shares authorized; 706,946,142 and 718,647,277 shares issued and outstanding, as of December 31, 2025, and December 31, 2024, respectively

286

290

Treasury stock, at cost (38,315,792 and 41,355,384 shares as of December 31, 2025, and December 31, 2024, respectively)

(2,016)

(2,137)

Additional paid-in capital

397

422

Accumulated other comprehensive loss

(257)

(1,005)

Retained earnings

25,593

24,036

Total shareholders’ equity attributable to CRH shareholders

24,004

21,607

Noncontrolling interests

1,044

859

Total equity

25,048

22,466

Total liabilities, redeemable noncontrolling interests and equity

58,329

50,613

Consolidated Statements of Cash Flows

(in $ millions)

For the years ended December 31

2025

2024

Cash Flows from Operating Activities:

Net income

3,790

3,521

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, depletion and amortization

2,156

1,798

Loss on impairments

40

161

Share-based compensation

143

125

Gains on disposals from businesses and long-lived assets, net

(247)

(431)

Deferred tax expense

167

180

(Income) loss from equity method investments

(26)

108

Pension and other postretirement benefits net periodic benefit cost

21

34

Non-cash operating lease costs

292

262

Other items, net

3

14

Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:

Accounts receivable, net

121

(122)

Inventories

(161)

(224)

Accounts payable

(158)

48

Operating lease liabilities

(310)

(287)

Other assets

(210)

(69)

Other liabilities

45

(86)

Pension and other postretirement benefits contributions

(41)

(43)

Net cash provided by operating activities

5,625

4,989

Cash Flows from Investing Activities:

Purchases of property, plant and equipment, and intangibles

(2,713)

(2,578)

Acquisitions, net of cash acquired

(3,856)

(4,900)

Proceeds from divestitures

139

1,001

Proceeds from disposal of long-lived assets

315

272

Dividends received from equity method investments

50

44

Settlements of derivatives

(81)

(9)

Deferred divestiture consideration received

42

83

Other investing activities, net

59

(204)

Net cash used in investing activities

(6,045)

(6,291)

Consolidated Statements of Cash Flows

(in $ millions)

For the years ended December 31

2025

2024

Cash Flows from Financing Activities:

Proceeds from debt issuances

10,479

4,001

Payments on debt

(7,612)

(1,859)

Settlements of derivatives

121

(36)

Payments of finance lease obligations

(131)

(57)

Deferred and contingent acquisition consideration paid

(31)

(21)

Dividends paid

(996)

(1,706)

Distributions to noncontrolling and redeemable noncontrolling interests

(34)

(53)

Transactions involving noncontrolling interests

28

19

Repurchases of common stock

(1,181)

(1,482)

Amounts related to employee share plans

(47)

8

Net cash provided by (used in) financing activities

596

(1,186)

Effect of exchange rate changes on cash and cash equivalents, including restricted cash

212

(143)

Increase (decrease) in cash and cash equivalents, including restricted cash

388

(2,631)

Cash and cash equivalents and restricted cash at the beginning of year

3,759

6,390

Cash and cash equivalents and restricted cash at the end of year

4,147

3,759

Supplemental cash flow information:

Cash paid for interest (including finance leases)

724

599

Cash paid for income taxes

831

960

Reconciliation of cash and cash equivalents and restricted cash

Cash and cash equivalents presented in the Consolidated Balance Sheets

4,096

3,720

Restricted cash presented in the Consolidated Balance Sheets

51

39

Total cash and cash equivalents and restricted cash presented in the Consolidated Statements of Cash Flows

4,147

3,759

The financial information presented in this report does not constitute the statutory financial statements for the purposes of Chapter 4 of Part 6 of the Companies Act 2014. Full statutory financial statements for the year ended December 31, 2025 prepared in accordance with International Financial Reporting Standards (IFRS), upon which the Auditor has given an unqualified audit report, have not yet been filed with the Registrar of Companies. Full statutory financial statements for the year ended December 31, 2024, prepared in accordance with IFRS and containing an unqualified audit report, have been delivered to the Registrar of Companies.

Appendix 3 - Non-GAAP Reconciliation and Supplementary Information

CRH uses a number of non-GAAP financial measures to monitor financial performance. These measures are referred to throughout the discussion of our reported financial position and operating performance on a continuing operations basis unless otherwise defined and are measures which are regularly reviewed by CRH management. These financial measures may not be uniformly defined by all companies and accordingly may not be directly comparable with similarly titled measures and disclosures by other companies.

Certain information presented is derived from amounts calculated in accordance with U.S. GAAP but is not itself an expressly permitted GAAP measure. The non-GAAP financial measures as summarized below should not be viewed in isolation or as an alternative to the most directly comparable GAAP measure.

Adjusted EBITDA: Adjusted EBITDA is defined as earnings from continuing operations before interest, taxes, depreciation, depletion, amortization, Loss on impairments, gain/loss on divestitures and investments, Income/loss from equity method investments, substantial acquisition-related costs and pension expense/income excluding current service cost component. It is quoted by management in conjunction with other GAAP and non-GAAP financial measures to aid investors in their analysis of the performance of the Company. Adjusted EBITDA by segment is monitored by management in order to allocate resources between segments and to assess performance.

Adjusted EBITDA margin is calculated by expressing Adjusted EBITDA as a percentage of Total revenues.

Reconciliation to its most directly comparable GAAP measure is presented below:

Three months ended

Year ended

December 31

December 31

in $ millions

2025

2024

2025

2024

Net income

1,037

709

3,790

3,521

(Income) loss from equity method investments (i)

(9)

135

(26)

108

Income tax expense

246

143

1,041

1,085

Gain on divestitures and investments (ii)

(39)

(8)

(1)

(250)

Pension income excluding current service cost component (ii)

(7)

(4)

(21)

(7)

Other interest, net (ii)

–

–

(7)

(1)

Interest expense

220

160

810

612

Interest income

(42)

(31)

(146)

(143)

Depreciation, depletion and amortization

590

510

2,156

1,798

Loss on impairments (i)

–

161

40

161

Substantial acquisition-related costs (iii)

32

1

45

46

Adjusted EBITDA

2,028

1,776

7,681

6,930

Total revenues

9,416

8,870

37,447

35,572

Net income margin

11.0%

8.0%

10.1%

9.9%

Adjusted EBITDA margin

21.5 %

20.0%

20.5%

19.5%

(i) For the year ended December 31, 2025, the Loss on impairments totaled $40 million, principally related to International Solutions. For the year ended December 31, 2024, the total impairment loss comprised $0.35 billion, principally related to the Architectural Products reporting unit within International Solutions and the equity method investment in China.

(ii) Gain on divestitures and investments, pension income excluding current service cost component and other interest, net have been included in Other nonoperating income, net in the Consolidated Statements of Income.

(iii) Represents expenses associated with non-routine substantial acquisitions, which meet the criteria for being separately reported in Note 3 “Acquisitions” of the audited financial statements, as well as other acquisition costs of an extraordinary nature. Expenses in 2025 and 2024 primarily include legal, consulting and other tax expenses related to these acquisitions.

Reconciliation to the most directly comparable GAAP measure for the mid-point of the 2026 Adjusted EBITDA guidance is presented below:

in $ billions

2026

Mid-Point

Net income

4.0

Income tax expense

1.3

Interest expense, net

0.7

Depreciation, depletion and amortization

2.3

Adjusted EBITDA

8.3

Net Debt: Net Debt is used by management as it gives additional insight into the Company’s current debt position less available cash. Net Debt is provided to enable investors to see the economic effect of gross debt, related hedges and cash and cash equivalents in total. Net Debt is comprised of short and long-term debt, finance lease liabilities, cash and cash equivalents, and current and noncurrent derivative financial instruments (net).

Reconciliation to its most directly comparable GAAP measure is presented below:

December 31

December 31

in $ millions

2025

2024

Short and long-term debt

(17,653)

(13,968)

Cash and cash equivalents

4,096

3,720

Finance lease liabilities

(534)

(257)

Derivative financial instruments (net)

(60)

(27)

Net Debt

(14,151)

(10,532)

Organic Revenue and Organic Adjusted EBITDA: Because of the impact of acquisitions, divestitures, currency exchange translation and other non-recurring items on reported results each year, CRH uses organic revenue and organic Adjusted EBITDA as additional performance indicators to assess performance of pre-existing (also referred to as underlying, like-for-like or ongoing) operations each year.

Organic revenue and organic Adjusted EBITDA are arrived at by excluding the incremental revenue and Adjusted EBITDA contributions from current and prior year acquisitions and divestitures, the impact of exchange translation, and the impact of any one-off items. Changes in organic revenue and organic Adjusted EBITDA are presented as additional measures of revenue and Adjusted EBITDA to provide a greater understanding of the performance of the Company. Organic change % is calculated by expressing the organic movement as a percentage of the prior year (adjusted for currency exchange effects). A reconciliation of the changes in organic revenue and organic Adjusted EBITDA to the changes in Total revenues and Adjusted EBITDA by segment, is presented in Appendix 1.

Diluted EPS pre-impairment: Diluted EPS pre-impairment is a measure of the Company's profitability per share from continuing operations excluding any Loss on impairments (which is non-cash) and the related tax impact of such impairments. It is used by management to evaluate the Company's underlying profit performance and its own past performance. Diluted EPS information presented on a pre-impairment basis is useful to investors as it provides an insight into the Company's underlying performance and profitability. Diluted EPS pre-impairment is calculated as Net income adjusted for (i) Net (income) attributable to redeemable noncontrolling interests (ii) Net (income) loss attributable to noncontrolling interests (iii) adjustment of redeemable noncontrolling interests to redemption value and excluding any Loss on impairments (and the related tax impact of such impairments) divided by the diluted weighted average number of common shares outstanding for the year.

Reconciliation to its most directly comparable GAAP measure is presented below:

Three months ended

Year ended

December 31

December 31

in $ millions, except share and per share data

2025

Per Share - diluted

2024

Per Share - diluted

2025

Per Share - diluted

2024

Per Share - diluted

Weighted average common shares outstanding – diluted

673.1

683.7

677.0

689.5

Net income

1,037

$1.54

709

$1.04

3,790

$5.60

3,521

$5.11

Net (income) attributable to redeemable noncontrolling interests

(10)

($0.02)

(7)

($0.01)

(28)

($0.04)

(28)

($0.04)

Net (income) loss attributable to noncontrolling interests

(2)

–

1

–

(9)

($0.02)

(1)

–

Adjustment of redeemable noncontrolling interests to redemption value

(3)

–

(4)

($0.01)

(23)

($0.03)

(34)

($0.05)

Net income attributable to CRH for EPS

1,022

$1.52

699

$1.02

3,730

$5.51

3,458

$5.02

Impairment of property, plant and equipment and intangible assets

–

–

161

$0.23

40

$0.06

161

$0.23

Tax related to impairment charges

–

–

(26)

($0.04)

–

–

(26)

($0.04)

Impairment of equity method investments (net of tax)

–

–

151

$0.22

–

–

151

$0.22

Net income attributable to CRH for EPS – pre-impairment (i)

1,022

$1.52

985

$1.43

3,770

$5.57

3,744

$5.43

(i) Reflective of CRH’s share of impairment of property, plant and equipment, intangible and other assets (2025: $40 million; 2024: $161 million), an impairment of equity method investments (2024: $190 million) and related tax effect.

Adjusted Free Cash Flow: Adjusted Free Cash Flow is a liquidity measure and is defined as Net cash provided by operating activities adjusted for Proceeds from disposal of long-lived assets less Maintenance capital expenditure. Adjusted Free Cash Flow Conversion is defined as Adjusted Free Cash Flow divided by Net income.

Management believes that Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion are useful metrics for both management and investors in evaluating the Company’s ability to generate cash flow from operations after making investments in maintaining its asset base. As is the case with the other non-GAAP measures presented, users should consider the limitations of using Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion, including the fact that those measures do not provide a complete measure of our cash flows for any period. In particular, Adjusted Free Cash Flow and Adjusted Free Cash Flow Conversion are not intended to be a measure of cash flow available for management’s discretionary use, as these measures do not reflect certain cash requirements, such as debt service requirements and other contractual commitments.

Reconciliation to its most directly comparable GAAP measure is presented below:

December 31

December 31

in $ millions

2025

2024

Net cash provided by operating activities

5,625

4,989

Proceeds from disposal of long-lived assets

315

272

Maintenance capital expenditure (i)

(971)

(1,036)

Adjusted Free Cash Flow

4,969

4,225

Net income

3,790

3,521

Net cash provided by operating activities/Net income

148%

142%

Adjusted Free Cash Flow Conversion

131%

120%

(i) Maintenance capital expenditure refers to capital expenditure that is routine, essential, and part of day-to-day operations, focusing on preserving the value, functionality, and profitability of existing assets. Growth capital expenditure is intended to increase profitability by expanding capacity, improving efficiency or fulfilling strategic objectives. A reconciliation of total capital expenditure to maintenance capital expenditure is provided below:

December 31

December 31

in $ millions

2025

2024

Purchases of property, plant and equipment and intangibles (total capital expenditure)

(2,713)

(2,578)

Growth capital expenditure

(1,742)

(1,542)

Maintenance capital expenditure

(971)

(1,036)

Appendix 4 - Disclaimer/Forward-Looking Statements

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

This document contains 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 outlook for 2026, including favorable market dynamics and demand among CRH's platforms; plans and expectations regarding public investment in infrastructure and reindustrialization activity; plans and expectations regarding pricing momentum, costs, demand, and trends in residential and non-residential markets and macroeconomic and other market trends and dynamics in key end-markets and other regions where CRH operates; expectations with respect to the impact of further potential changes to global trade policies; plans and expectations regarding acquisitions and divestitures and resulting synergies, benefits and contributions; statements regarding the M&A activity, growth projects and other value-accretive opportunities, including the benefits thereof; plans and expectations regarding return of cash to shareholders, including the timing, consistency and amount of share buybacks and dividends; statements regarding the strength and flexibility of CRH’s balance sheet and anticipated financial capacity, including availability of credit facilities; statements regarding CRH’s integration of innovative technologies and related enhancement on productivity, safety and sustainability; statements regarding sustainability initiatives and impacts on CRH’s performance model; and plans and expectations regarding CRH's 2026 full year performance, including net income, Adjusted EBITDA, diluted EPS, capital expenditures, assumed interest expense, assumed depreciation, depletion and amortization and assumed effective tax rate.

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 the Company’s 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. The Company expressly disclaims 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, but are not limited to: economic and financial conditions, including changes in interest rates, inflation, price volatility and/or labor and materials shortages; 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 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 political developments, including the ongoing geopolitical conflicts in Ukraine and the Middle East; failure to complete or successfully integrate acquisitions or make timely divestitures; cyber-attacks 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 include the risks and uncertainties described under “Risk Factors” in Part 1, Item 1A in CRH’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC and in CRH's other filings with the SEC.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260218177698/en/
Tom Holmes

Head of Investor Relations

tholmes@crh.com
Lauren Schulz

Chief Communications Officer

lschulz@crh.com

Original: CRH Reports Q4 and FY 2025 Results