Contract analysis

1. Outside Auditors. This draft should be circulated to Denise Wheatley and her engagement team at Hargrove & Tillett CPA, PLLC for their review and input, particularly as it relates to the quantification of the economic recovery and any interaction with the pre-existing litigation contingency accrual carried on CRH's balance sheet. We understand that the existing accrual of $3,500,000 recorded under ASC 450 will nee

2. Internal Securities Counsel. We recommend that CRH's internal securities disclosure counsel review the draft for conformity with CRH's established disclosure practices, including the Company's preferred formatting conventions, boilerplate language, and any additional risk factor cross-references that CRH's disclosure committee believes are appropriate.

3. Companion Memorandum. Our companion memorandum dated April 9, 2025 (SEC Disclosure Considerations — Materiality Analysis and Filing Obligations) provides a detailed analysis of the materiality threshold and the bases for filing. As noted in that memorandum, while the total economic recovery of approximately $10,024,500 is relatively modest in relation to CRH's $6.82 billion FY2024 revenue (approximately 0.15%) and

4. Filing Timeline. We recommend filing promptly following execution of the Settlement Agreement and entry of the Consent Order. If the target execution date of April 14, 2025 holds, the 8-K should be filed on or before April 18, 2025 (four business days from the triggering event). We recommend same-day filing on April 14, 2025 if practicable. We have included internal notes to the client in the appendix to this memo

1. Coordination with Outside Auditors (Hargrove & Tillett CPA, PLLC). This draft should be reviewed by Denise Wheatley and her engagement team at Hargrove & Tillett CPA, PLLC, the Company's independent registered public accounting firm. In particular, the following items should be coordinated with Hargrove & Tillett: (a) Litigation Contingency Accrual. The Company's balance sheet as of January 31, 2025 (fiscal year-e

2. Notification to Keypoint National Bank, N.A. under Credit Facility.

Section 6.02(c) of the Company's $750,000,000 Senior Secured Revolving Credit Agreement, dated as of June 15, 2023, by and among the Company, the lenders party thereto, and Keypoint National Bank, N.A., as administrative agent (as amended), requires the Company to provide prompt written notice to the administrative agent of the settlement, compromise, or final adjudication of any litigation or proceeding that, indivi

3. Board Approval and Ratification. Please cross-reference the Board memorandum dated April 10, 2025, prepared by Calderwood & Harkness and circulated to the Board of Directors of the Company, recommending approval of the Settlement Agreement. The draft board resolution authorizing execution of the Settlement Agreement and ratification of the settlement terms should be adopted by the Board (or by the Litigation Commi

4. Filing Timeline and Mechanics. Under Form 8-K, the filing must be made within four (4) business days of the date of the earliest event requiring disclosure. If the Settlement Agreement is executed on April 14, 2025 (Monday), the four-business-day deadline is April 18, 2025 (Friday). We recommend same-day filing on April 14, 2025 if practicable, or at the latest on April 15, 2025, to minimize the window between exe

5. Press Release Considerations. Please advise whether the Company intends to issue a press release in connection with the settlement. If a press release is issued, we recommend coordinating the timing of the press release with the 8-K filing. The press release would be filed as Exhibit 99.1 to the 8-K and furnished under Item 7.01 (Regulation FD Disclosure). We are prepared to assist with the preparation of press re

6. Contact Information. For questions regarding this draft or the settlement generally, please contact: Bernard Crawford, Partner Calderwood & Harkness LLP 1301 K Street NW, Suite 1200 Washington, DC 20005 Telephone: (202) 555-0147 Email: bcrawford@calderwoodharkness.com Renata Vasquez, Partner Calderwood & Harkness LLP 601 South Figueroa Street, Suite 4200 Los Angeles, CA 90017 Telephone: (213) 555-0382 Email: rvasq