CRH PLC filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$CRH
Building Materials
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 9, 2025 (September 8, 2025)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
Stonemason's Way, Rathfarnham, Dublin 16, D16 KH51, Ireland | ||
| (Address of principal executive offices) | ||
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
| Emerging Growth Company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(e) of the Exchange Act ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 8, 2025, the Board of Directors (the ‘Board’) of CRH plc (the ‘Company’) increased the size of the Board from 12 to 13 members and appointed Patrick Decker to serve as a non-management Director of the Company, each effective as of October 1, 2025.
Mr. Decker will be compensated for his service as a member of the Board pursuant to the Company’s non-management Director compensation program as described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on March 28, 2025. Mr. Decker’s Restricted Stock Unit (‘RSU’) award grant will represent a pro rata portion of the RSU award granted to the other non-management Directors, reflecting his service on the Board from October 1, 2025 until the Annual General Meeting in 2026.
Mr. Decker has no family relationship with any member of the Board or any executive officer of the Company and is not a party to any transactions that would require disclosure under Item 404(a) of Regulation S-K. There are no agreements, arrangements or understandings between Mr. Decker and any other persons to which Mr. Decker was appointed as a Director.
It is anticipated that Mr. Decker will enter into an indemnification agreement in substantially the same form as the Company enters into with its Directors and executive officers.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on September 9, 2025 announcing Mr. Decker’s appointment to the Board. The press release making the announcement is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
99.1 | ||||||||
104 | Cover Page Interactive Data File (formatted in Inline XBRL) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 9, 2025
| CRH public limited company | ||||||||||||||||||||
| /s/ Neil Colgan | ||||||||||||||||||||
| By: | Neil Colgan | |||||||||||||||||||
| Company Secretary | ||||||||||||||||||||