{"url_path":"/sec/crh/8-k/2026-06-22/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/849395/0001193125-26-276686-index.html","accession_number":"0001193125-26-276686","cik":"0000849395","ticker":"CRH","issuer_name":"CRH PUBLIC LTD CO","edgar_url":"https://www.sec.gov/Archives/edgar/data/849395/0001193125-26-276686-index.html","primary_entity_key":"0000849395","primary_entity_name":"CRH PUBLIC LTD CO"},"word_count":2452,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement.\n\nMerger Agreement\n\nOn June 21, 2026, CRH Americas, Inc. (‘Parent’), a Delaware corporation and indirect wholly owned subsidiary of CRH public limited company (‘CRH,’ ‘we,’ ‘our’ or ‘us’), Neon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (‘Merger Sub’), and Arcosa, Inc., a Delaware corporation (‘Arcosa’), entered into an Agreement and Plan of Merger (the ‘Merger Agreement’), pursuant to which, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Arcosa, with Arcosa being the surviving entity and becoming a wholly owned subsidiary of Parent (the ‘Merger’). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement, which is attached hereto as Exhibit 2.1.\n\nMerger Consideration\n\nOn the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the ‘Effective Time’), each share of Arcosa common stock, par value $0.01 per share (the ‘Arcosa Common Stock’), issued and outstanding immediately prior to the Effective Time (other than any restricted Arcosa Common Stock awards granted under Arcosa’s equity plan, Cancelled Shares and any Dissenting Shares) will be automatically converted into the right to receive $150.00 in cash, without interest and subject to applicable withholding taxes (the ‘Merger Consideration’).\n\nPursuant to the Merger Agreement, at the Effective Time, each Arcosa restricted stock unit award covering shares of Arcosa Common Stock and each share of restricted Arcosa Common Stock, in each case granted prior to the date of the Merger Agreement and outstanding as of the date of the Merger Agreement (each, an ‘Arcosa Equity Award’), will become vested and be settled in cash, without interest, in an amount equal to the Merger Consideration multiplied by the number of shares of Arcosa Common Stock underlying such Arcosa Equity Award, plus the amount of any accrued but unpaid dividend equivalents with respect to such Arcosa Equity Award, in each case less applicable withholding taxes. With respect to any Arcosa Equity Award that vests based on achievement of pre-established performance criteria, the number of shares of Arcosa Common Stock subject to such award will be determined with performance levels deemed achieved at the greater of (x) 100% of target and (y) actual performance achieved prior to the Effective Time, as determined by the Board of Directors of Arcosa (‘Arcosa Board of Directors’) (or an appropriate committee thereof). Any Arcosa equity awards granted following the date of the Merger Agreement will be treated in accordance with the Merger Agreement.\n\nClosing Conditions\n\nThe consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement, including (i) adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Arcosa Common Stock (the ‘Arcosa Stockholder Approval’), (ii) the absence of any law, injunction or order (whether temporary, preliminary or permanent) by any governmental entity that has the effect of restraining, enjoining or otherwise prohibiting the Merger, (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ‘HSR Act’), and the receipt or waiver of specified regulatory approvals in the Required Jurisdictions, and (iv) other customary closing conditions, including (a) each party’s representations and warranties being true and correct, subject to certain customary qualifications, (b) each party’s compliance with or performance of, in all material respects, its obligations under the Merger Agreement and (c) the absence of a material adverse effect with respect to Arcosa.\n\nStockholder Approval\n\nThe Merger Agreement includes a covenant requiring Arcosa to call and hold a special meeting of Arcosa stockholders to approve the Merger and, subject to certain exceptions described below, not to withdraw, change, amend, modify or qualify in a manner adverse to Parent the recommendation of the Arcosa Board of Directors that Arcosa stockholders approve the Merger Agreement.\n\nNo Shop; Fiduciary Out\n\nPursuant to the Merger Agreement, between the date of the signing of the Merger Agreement and the earlier of its termination or the Effective Time, Arcosa has agreed not to, among other items and subject to certain exceptions set out in the Merger Agreement, (i) solicit, initiate, knowingly encourage or facilitate any inquiry, proposal or offer, or make, submit or announce any inquiry, proposal or offer which constitutes, or could reasonably be expected to lead to an Acquisition Proposal or (ii) participate in any discussions or negotiations regarding or furnish to any person any information relating to Arcosa or any subsidiary of Arcosa, in each case, in connection with an Acquisition Proposal.\n\nPrior to obtaining the Arcosa Stockholder Approval, however, subject to satisfaction of certain conditions and under the circumstances specified in the Merger Agreement, the Arcosa Board of Directors may: (i) in response to an Intervening Event, make a Change of Recommendation, or (ii) if Arcosa has received a Superior Proposal, make a Change of Recommendation and cause Arcosa to enter into a definitive agreement providing for such Superior Proposal and terminate the Merger Agreement, so long as, in either case, the Arcosa Board of Directors determines in good faith after consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to constitute a breach of the directors’ fiduciary duties under applicable law, subject to complying with notice and other specified conditions, including customary match rights of Parent, and, in the case of a termination of the Merger Agreement, payment to Parent of the termination fee described below.\n\nTermination and Termination Fees\n\nThe Merger Agreement contains certain termination rights for both Arcosa and Parent, including the right of either party to terminate the Merger Agreement if: (i) the Merger is not completed by June 21, 2027 (such date, as may be extended, the ‘Outside Date’), provided that the Outside Date will be automatically extended by up to six months if, as of the Outside Date, certain conditions to closing relating to antitrust or other regulatory clearances (including expiration or termination of the applicable waiting period under the HSR Act and receipt of the required approvals in the Required Jurisdictions) have not been satisfied or waived, but all of the other closing conditions have been satisfied or waived, in each case as and to the extent set forth in the Merger Agreement; provided that the right to terminate on the Outside Date will not be available to any party whose action or failure to fulfill any obligation under the Merger Agreement has been a proximate cause of the failure of the Merger to be consummated by the Outside Date and constitutes a material breach of the Merger Agreement; (ii) a Governmental Entity of competent jurisdiction has issued a final, non-appealable order, injunction, decree or ruling permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger; or (iii) the Arcosa Stockholder Approval is not obtained prior to the conclusion of Arcosa’s stockholders’ meeting relating thereto (including any adjournments or postponements thereof).\n\nThe Merger Agreement may be terminated by mutual written consent of Parent and Arcosa.\n\nParent can terminate the Merger Agreement if: (i) (1) neither Parent nor Merger Sub is then in material breach of the Merger Agreement and (2) Arcosa breaches any of its representations or warranties (or such representations or warranties shall have become untrue or inaccurate) or fails to perform under any covenants or agreements set forth in the Merger Agreement, which breach, violation, inaccuracy or failure to perform (a) would result in the failure of certain conditions to closing and (b) is incapable of being cured by the Outside Date, or if capable, is not cured by Arcosa before the earlier of (x) the business day immediately prior to the Outside Date and (y) the 30th calendar day following receipt by Arcosa of notice from Parent of such breach, violation, inaccuracy or failure to perform; or (ii) prior to receipt of Arcosa Stockholder Approval, the Arcosa Board of Directors makes a Change of Recommendation.\n\nArcosa can terminate the Merger Agreement: (i) (1) if Arcosa is not then in material breach of the Merger Agreement and (2) either Parent or Merger Sub breaches any of its representations or warranties (or such representations or warranties shall have become untrue or inaccurate) or fails to perform under any covenants or agreements set forth in the Merger Agreement, which breach, violation, inaccuracy or failure to perform (a) would result in the failure of certain conditions to closing and (b) is incapable of being cured by the Outside Date,\n\nor if capable, is not cured by Parent or Merger Sub before the earlier of (x) the business day immediately prior to the Outside Date and (y) the 30th calendar day following receipt by Parent of notice from Arcosa of such breach, violation, inaccuracy or failure to perform; or (ii) prior to receipt of Arcosa Stockholder Approval, in order to enter into a definitive agreement providing for a Superior Proposal, provided that Arcosa has complied in all material respects with its non-solicitation obligations under the Merger Agreement and pays the applicable termination fee described below.\n\nUpon termination of the Merger Agreement, (i) Parent, under specified circumstances set forth in the Merger Agreement relating to the failure to obtain antitrust or other required regulatory clearances, will be required to pay Arcosa a termination fee equal to $371,967,952, and (ii) Arcosa, under specified circumstances, including termination of the Merger Agreement by, among other things, (a) Arcosa to enter into a definitive agreement providing for a Superior Proposal (prior to obtaining Arcosa Stockholder Approval) or (b) Parent as a result of a Change of Recommendation (prior to obtaining the Arcosa Stockholder Approval), will be required to pay Parent a termination fee equal to $260,377,567.\n\nOther Terms of the Merger Agreement\n\nThe Merger Agreement contains customary representations, warranties and covenants of the parties relating to their respective businesses and the Merger, in each case generally subject to customary materiality qualifiers. Additionally, the Merger Agreement provides for customary pre-closing covenants of Arcosa, including, among others and subject to certain exceptions, covenants relating to conducting its business in the ordinary course of business, preserving intact its and its subsidiaries’ present business organizations, goodwill and ongoing businesses, and preserving its and its subsidiaries’ relationships with customers, suppliers, vendors, Governmental Entities, employees and others with whom they have material business relations.\n\nIn addition, subject to the terms of the Merger Agreement, Arcosa and Parent are required to use their respective reasonable best efforts to consummate the Merger and to obtain all required regulatory approvals, including expiration or termination of the applicable waiting period under the HSR Act and the receipt of the required approvals in the Required Jurisdictions, by the Outside Date, including by, among other things, defending any litigation seeking to delay, prevent or otherwise prohibit the Merger. Parent’s obligations include agreeing or committing to sell, divest or otherwise convey, or to license, hold separate or enter into similar arrangements with respect to, any particular asset, category, portion or part of an asset or business of Parent, Arcosa or their respective subsidiaries subsequent to the Effective Time, and to terminate existing relationships and contractual rights and obligations, in each case to the extent necessary to obtain the required antitrust and regulatory clearances (each, a ‘Regulatory Remedial Action’). However, Parent’s obligation to take Regulatory Remedial Actions is subject to certain limitations set forth in the Merger Agreement, including that Parent is not required to take any Regulatory Remedial Action that is not conditioned on the consummation of the Merger or if such action would require the divestiture or holding separate (or any other Regulatory Remedial Action) of or with respect to assets, business or product lines of Parent, Arcosa or its subsidiaries that would exceed a specified materiality threshold. Arcosa may not agree or commit to any Regulatory Remedial Action without Parent’s prior written consent and must take all reasonable steps to effectuate any Regulatory Remedial Action as directed by Parent, subject to such action being conditioned on the consummation of the Merger. Parent has the right to lead the regulatory strategy for obtaining the required approvals, subject to specified consultation rights of Arcosa. Consummation of the Merger is not subject to any financing condition.\n\nIf the Merger is consummated, the Arcosa Common Stock will be delisted from the New York Stock Exchange and NYSE Texas and deregistered under the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’).\n\nThe foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about Parent, Merger Sub, Arcosa or their respective subsidiaries or affiliates or to modify or supplement any factual disclosures about CRH or Parent included in the public reports filed by CRH with the Securities and Exchange Commission (‘SEC’). The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of\n\nthe Merger Agreement and as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations, qualifications or other particulars agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts or made for other purposes, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding CRH, Parent, Merger Sub and Arcosa and the transactions contemplated by the Merger Agreement that will be contained in, incorporated by reference into or attached as an annex to the proxy statement that Arcosa will file in connection with the transactions contemplated by the Merger Agreement as well as in the other filings that each of CRH and Arcosa will make with the SEC."}