Dowling Caroline 4

What Happened

• Caroline Dowling, a director of CRH plc (CRH), had time‑based restricted share units (RSUs) vest and convert to ordinary shares on May 13, 2026. The filing reports 2,004 shares acquired on conversion (reported as derivative exercise/conversion) and a mandatory withholding of 1,047 shares to cover tax liabilities at $108.75 per share (totaling $113,861). The Form 4 also shows 1,976 shares reported as disposed in connection with a derivative conversion (no price reported) and a separate grant/award of 1,556 RSUs (reported as an acquisition).

Key Details

• Transaction date: May 13, 2026; Form 4 filed May 15, 2026 (timely filing).
• Reported moves:
  • 2,004 shares acquired on conversion of derivative (RSU vesting) — reported at $0.00 acquisition price.
  • 1,047 shares disposed to satisfy tax withholding at $108.75/share = $113,861.
  • 1,976 shares reported as disposed in a derivative conversion (no price/value listed).
  • 1,556 RSUs granted (no price/value listed).
• Shares owned after the transactions: not specified in the provided filing extract.
• Footnotes:
  • F1: The 2,004 share conversion reflects vesting/release of a time‑based RSU award granted May 13, 2025 (includes 28 dividend‑equivalent shares).
  • F2: The 1,047‑share disposition is mandatory withholding to cover taxes.
  • F3: The 1,556 RSU award represents future rights to ordinary shares and will fully vest in May 2027; dividend equivalents apply and will be reported at vesting.
• The withholding is not an open‑market sale but a tax‑satisfaction transfer.

Context

• RSUs convert to ordinary shares without cash purchase; withholding of shares to cover taxes is a common, administrative action and does not necessarily indicate a change in insider sentiment.
• The filing shows both share delivery from vested RSUs and a new conditional RSU grant that vests in 2027; the 1,976‑share disposed line is reported without value and appears related to the derivative conversion mechanics in the filing.