You are cordially invited to attend a special meeting of stockholders (the “special meeting”) of Arcosa, Inc., a Delaware corporation (the “Company”), to be held via live webcast on [•], 2026 at [•] Central Time. The special meeting can be accessed by visiting www.virtualshareholdermeeting.com/ACA2026SM, where you will be able to listen to the meeting live and vote online. Please note that you will not be able to attend the special meeting in person.

On June 21, 2026, the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified in accordance with its terms, the “merger agreement”) with CRH Americas, Inc., a Delaware corporation (“Parent”), and Neon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“merger sub”), providing for, subject to the satisfaction or waiver of specified conditions set forth therein, the acquisition of the Company by Parent. Subject to the terms and conditions of the merger agreement, merger sub will be merged with and into the Company (the “merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent.

At the special meeting, you will be asked to consider and vote on:

If the merger is consummated, the holders of the common stock, par value $0.01 per share, of the Company (the “Company common stock”) will receive $150.00 in cash, without interest, less any applicable withholding taxes, for each share of Company common stock that they own immediately prior to the time the merger becomes effective (the “effective time”), other than (i) Company restricted stock awards (which are discussed under “Treatment of Company Equity Awards” in the accompanying proxy statement), (ii) shares owned or held in treasury by the Company or owned by Parent or merger sub immediately prior to the effective time, and (iii) shares issued and outstanding immediately prior to the effective time (other than such shares referenced in clauses (i) and (ii)) that are held by a holder who did not vote in favor of the adoption of the merger agreement (or consent thereto in writing) and has properly exercised appraisal rights in respect of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware.

The Board of Directors of the Company (the “Company Board”) has reviewed and carefully considered, with the assistance of the officers of the Company and the Company’s legal and financial advisors, the merger agreement and the transactions contemplated thereby, including the merger. After due consideration, the Company Board unanimously (i) determined that the terms of the merger agreement and the transactions

contemplated thereby, including the merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into the merger agreement, (iii) approved the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained therein and the consummation of the transactions contemplated thereby, including the merger, upon the terms and subject to the conditions set forth therein and (iv) recommended that the Company’s stockholders vote to adopt the merger agreement. Accordingly, the Company Board unanimously recommends a vote “FOR” the adoption and approval of the merger agreement and the approval of the other proposals to be voted on at the special meeting, each as described in the accompanying proxy statement.

The accompanying proxy statement provides you with more specific information about the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. You should carefully read the entire proxy statement, including the annexes and documents referred to or incorporated by reference therein. You may also obtain more information about the Company from the documents the Company files with the U.S. Securities and Exchange Commission (the “SEC”), including those incorporated by reference into the accompanying proxy statement.

Your vote is very important. Adoption and approval of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote thereon. The failure of any stockholder to vote will have the same effect as a vote against the merger agreement. Accordingly, whether or not you plan to attend the special meeting, you are requested to promptly vote your shares by completing, signing and dating the enclosed proxy card or voting instruction card and returning it in the envelope provided or by voting over the telephone or the Internet as instructed in these materials. If you are a stockholder of record and you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote:

Voting by proxy will not prevent you from voting your shares by online ballot at the special meeting if you choose to virtually attend the special meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the enclosed voting instruction card. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt and approve the merger agreement, without your instructions.

If you have any questions or need assistance voting your shares, please call the Company’s proxy solicitor, Georgeson LLC, toll-free at (888) 812-5469.

The merger has not been approved or disapproved by the SEC or any state securities commission. Neither the SEC nor any state securities commission has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the accompanying proxy statement. Any representation to the contrary is a criminal offense.

A special meeting of stockholders (the “special meeting”) of Arcosa, Inc., a Delaware corporation (the “Company”), will be held via live webcast on [•], 2026, at [•] Central Time. The special meeting can be accessed by visiting www.virtualshareholdermeeting.com/ACA2026SM, where you will be able to listen to the meeting live and vote online. You will need your control number, provided on your proxy card, to attend the special meeting. We encourage you to allow ample time for online check-in, which will open at [•] Central Time on [•], 2026. Please note that you will not be able to attend the special meeting in person. We are holding the special meeting for the following purposes:

The Board of Directors of the Company unanimously recommends that the stockholders of the Company vote “FOR” the merger agreement proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal, each as described in greater detail in the accompanying proxy statement.

Only stockholders of record at the close of business on [•], 2026 are entitled to notice of and to vote at the special meeting and at any adjournment of the special meeting in accordance with the merger agreement.

For more information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement, please review the accompanying proxy statement and the copy of the merger agreement attached as Annex A to the proxy statement.

To ensure your representation at the special meeting, regardless of whether you plan to attend the special meeting, you are urged to vote your shares by completing, signing, dating and returning the enclosed proxy or voting instruction card as promptly as possible in the postage-paid envelope enclosed. Alternatively,

you may vote by telephone or over the Internet as instructed therein. If you are voting by telephone or over the Internet, then your voting instructions must be received by 11:59 p.m., Eastern Time, on the day before the special meeting. Your proxy is being solicited by the Board of Directors of the Company.

A stockholder who does not vote in favor of the merger agreement proposal will have the right to seek appraisal of the fair value of its shares if the merger is consummated, but only if such stockholder submits a written demand for appraisal to the Company prior to the time the vote is taken on the merger agreement proposal and complies with all other requirements of the General Corporation Law of the State of Delaware (“DGCL”). A summary of the applicable DGCL statutory provisions can be found under the section entitled “Appraisal Rights” in the accompanying proxy statement.

Approval of the merger agreement proposal requires the affirmative vote of the holders of a majority of the outstanding shares of common stock, par value $0.01 per share, of the Company (the “Company common stock”) entitled to vote thereon. The failure to vote will have the same effect as a vote against the merger agreement proposal. Even if you plan to attend the special meeting, please complete, sign, date and return the enclosed proxy or voting instruction card or vote over the telephone or the Internet as instructed in these materials as promptly as possible to ensure that your shares will be represented at the special meeting. If you are a stockholder of record and sign, date and mail your proxy card without indicating how you wish to vote, your shares will be voted in favor of the merger agreement proposal, the merger-related compensation proposal and the adjournment proposal. If you fail to return your proxy card, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and it will have the same effect as a vote against the merger agreement proposal. If your shares are held in “street name” and you fail to return your voting instruction card or otherwise properly instruct your bank, broker or other nominee how to vote your shares, it will have the same effect as a vote against the merger agreement proposal.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS PROMPTLY AS POSSIBLE (1) BY TELEPHONE; (2) OVER THE INTERNET; OR (3) BY COMPLETING, SIGNING AND DATING THE ENCLOSED PROXY OR VOTING INSTRUCTION CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. YOU MAY REVOKE YOUR PROXY OR CHANGE YOUR VOTE AT ANY TIME BEFORE IT IS VOTED AT THE SPECIAL MEETING.

If you are a stockholder of record, voting online during the special meeting will revoke any proxy that you previously submitted. The stockholders of record as of the close of business on the record date for the special meeting, their duly appointed proxy holders and the “street name” stockholders who beneficially owned shares of Company common stock as of the close of business on the record date are entitled to participate in the special meeting and will need their assigned control number to vote shares virtually at the special meeting. The control number can be found on your proxy card. If your shares are held in the name of a bank, broker or other nominee and you do not have the assigned control number, please follow the instructions on the voting instruction card, or other applicable proxy notices, furnished to you by your bank, broker or other nominee to vote your shares accordingly or contact your bank, broker or other nominee for instructions.

If you are a stockholder of record and you fail to (1) return your proxy, (2) grant your proxy or provide voting instructions electronically over the Internet or by telephone or (3) attend and vote at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and it will have the same effect as a vote against the merger agreement proposal.

If you hold your shares in “street name,” you will need to instruct your bank, broker or other nominee how to vote your shares in accordance with the enclosed voting instruction card provided to you by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the merger agreement proposal, without your instructions. Failure to provide these instructions will have the same effect as a vote against the merger agreement proposal.

We encourage you to read the accompanying proxy statement and its annexes, including all documents referred to or incorporated by reference into the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Company common stock, please contact:

This proxy statement and the documents incorporated into it by reference (or statements otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the SEC, news releases, conferences, Internet postings, or otherwise) contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not historical facts are forward-looking statements and involve risks and uncertainties. These forward-looking statements include statements related to the proposed acquisition of the Company and the anticipated timing, results and benefits thereof, and expectations, beliefs, plans, objectives, future financial performances, estimates, projections, goals, and forecasts. The Company uses the words “anticipates,” “assumes,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” “plans,” and similar expressions to identify these forward-looking statements. Potential factors, which could cause our actual results of operations to differ materially from those in the forward-looking statements include, among others:

Any forward-looking statement in this proxy statement and the documents incorporated into it by reference speaks only as of the date on which such statement is made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made. For a discussion of risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and future Company SEC filings. See “Where You Can Find More Information” beginning on page 93.

The Company, headquartered in Dallas, Texas, is a provider of infrastructure-related products and solutions with leading positions in construction materials and engineered structure markets. The Company is a Delaware corporation and was incorporated in 2018. The Company’s individual businesses have built reputations for quality, service, and operational excellence over decades. The Company serves a broad spectrum of infrastructure-related markets and is strategically focused on driving organic and disciplined acquisition growth to capitalize on the fragmented nature of many of the industries in which it operates.

The Company’s principal executive offices are located at 500 N. Akard St., Suite 400, Dallas, Texas 75201. The Company’s telephone number is (972) 942-6500, and its Internet website address is www.arcosa.com. For additional information about the Company, see “Where You Can Find More Information” or visit the Company’s website at www.arcosa.com. The information provided on the Company’s website or connected thereto is not part of this proxy statement and is not incorporated by reference in this proxy statement.

CRH Americas, Inc., a Delaware corporation, is an indirect wholly owned subsidiary of CRH plc, a public limited company incorporated under the laws of Ireland. Parent primarily acts as a holding company for certain CRH subsidiaries in the United States, which are providers of building products and services.

Parent’s principal executive offices are located at 900 Ashwood Parkway, Suite 600, Atlanta, Georgia 30338. Parent’s telephone number is (770) 804-3363. Parent’s website address is www.CRH.com. The information provided on Parent’s website or connected thereto is not part of this proxy statement and is not incorporated by reference in this proxy statement.

Neon Merger Sub, Inc., a Delaware corporation, is a wholly owned subsidiary of Parent, formed by Parent solely for the purpose of engaging in the transactions contemplated by the merger agreement and whose principal executive offices are located at 900 Ashwood Parkway, Suite 600, Atlanta, Georgia 30338. Merger sub’s telephone number is (770) 804-3363. In connection with the merger, merger sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent. Following the consummation of the merger, merger sub will cease to exist.

We are furnishing this proxy statement as part of the solicitation of proxies by the Company Board for use at the special meeting and at any properly convened meeting following an adjournment or postponement of the special meeting.

The Company will hold the special meeting via live webcast on [•], 2026, at [•] Central Time. The special meeting can be accessed by visiting www.virtualshareholdermeeting.com/ACA2026SM, where you will be able to listen to the meeting live and vote online. We encourage you to allow ample time for online check-in, which will open at [•] Central Time on [•], 2026. Please note that you will not be able to attend the special meeting in person. The purpose of the special meeting is to consider and vote on the merger agreement proposal, the merger-related compensation proposal and the adjournment proposal.

Only holders of record of the Company common stock, as of the close of business on [•], 2026, which is the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. If you own shares that are registered in the name of someone else, such as a bank, broker or other nominee, you need to direct that person how to vote those shares or obtain an authorization from them and vote the shares yourself at the special meeting.

To conduct any business at the special meeting, a quorum must be present. The holders of a majority of the shares of Company common stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, will constitute a quorum for the transaction of business at the special meeting. Shares of a stockholder who abstains from voting on any or all proposals will be included for the purpose of determining the presence of a quorum. Broker non-votes on any matter as to which the broker has indicated on the proxy that it does not have discretionary authority to vote will be treated as votes not cast or as shares not entitled to vote with respect to that matter. However, such shares will be considered present and entitled to vote for quorum purposes so long as they are entitled to vote on at least one other matter.

As of the close of business on the record date, there were [•] shares of the Company common stock outstanding. Accordingly, [•] shares of the Company common stock must be represented virtually or by proxy at the special meeting to constitute a quorum.

Once a share of Company common stock is represented at the special meeting, it will be counted for the purpose of determining a quorum and any adjournment of the special meeting, unless the holder is present solely to object to the special meeting. However, if a new record date is set for an adjourned meeting, a new quorum will have to be established.

Approval of the merger agreement proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Company common stock entitled to vote thereon.

Approval of each of the merger-related compensation proposal and the adjournment proposal requires the affirmative vote of the holders of a majority of the total number of votes of the shares of Company common stock represented at the special meeting and entitled to vote thereon.

A vote to abstain will have the same effect as voting against each proposal as to which you abstain.

If you are a holder of record, failure to submit a proxy or to vote via the special meeting website will have the same effect as a vote against the merger agreement proposal, but it will have no effect on the merger-related compensation proposal or the adjournment proposal.

If your shares of Company common stock are held in “street name” by your bank, broker or other nominee, you should instruct your bank, broker or other nominee how to vote your shares using the enclosed voting instruction card provided by your bank, broker or other nominee. Under applicable

regulations, banks, brokers and other nominees who hold shares in “street name” for customers may not exercise their voting discretion with respect to non-routine matters such as the proposals to be voted upon at the special meeting. As a result, if you do not instruct your bank, broker or other nominee how to vote your shares of Company common stock, your shares will be treated as “broker non-votes” and will not be voted, which will have the same effect as voting against the merger agreement proposal. Broker non-votes will not, however, have any effect on the merger-related compensation proposal or the adjournment proposal.

Stockholders have a choice of voting by proxy by completing a proxy card and mailing it in the prepaid envelope provided or by telephone, Internet or smart phone. Please refer to your proxy card or the information forwarded by your bank, broker or other nominee to see which options are available to you. The telephone, Internet and smartphone voting facilities for stockholders of record will close at 11:59 p.m., Eastern Time on the day before the special meeting.

If you are a holder of record and sign and return a proxy card but do not include voting instructions on one or more proposals, your shares of Company common stock will be voted “FOR” any such proposal.

If you wish to vote by proxy and your shares of common stock are held by a bank, broker or other nominee, you must follow the voting instructions provided to you by your bank, broker or other nominee. Unless you give your bank, broker or other nominee instructions on how to vote your shares of Company common stock, your bank, broker or other nominee will not be able to vote your shares on the proposals.

The stockholders of record as of the close of business on the record date for the special meeting, their duly appointed proxy holders, and the “street name” stockholders who beneficially owned shares of Company common stock as of the close of business on the record date are entitled to participate in the special meeting and will need their assigned control number to vote shares virtually at the special meeting. The control number can be found on your proxy card. If your shares are held in the name of a bank, broker or other nominee and you do not have the assigned control number, please follow the instructions on the voting instruction card, or other applicable proxy notices, furnished by your bank, broker or other nominee to vote your shares accordingly or contact your bank, broker or other nominee for instructions. If your shares are held in the name of a bank, broker or other nominee, in order to vote online at the special meeting, you must first obtain a valid legal proxy from your bank, broker or other nominee and then register in advance to attend and vote at the special meeting.

If you have any questions about how to vote or direct a vote in respect of your shares of Company common stock, you may contact our proxy solicitor, Georgeson LLC, 51 West 52^nd Street, 6^th Floor, New York, NY 10019, Toll Free: (888) 812-5469.

YOU SHOULD NOT SEND IN YOUR SHARE CERTIFICATE(S) WITH YOUR PROXY CARD. A letter of transmittal with instructions for the surrender of certificates representing shares or book-entry shares will be mailed to stockholders if the merger is consummated.

Any proxy given by a Company stockholder may be revoked at any time before it is voted at the special meeting by doing any of the following:

Beneficial holders of shares of Company common stock held in “street name” should contact their bank, broker or other nominee to obtain instructions as to how to revoke or change their proxies.

Although it is not currently expected, the special meeting may be adjourned one or more times in accordance with the merger agreement to a later date or time, if necessary or appropriate, (a) to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the merger agreement proposal, (b) if there are insufficient shares of Company common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the special meeting or (c) to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that the Company has determined, based on advice of outside legal counsel, are reasonably likely to be required under applicable law and for such supplemental or amended disclosures to be disseminated and reviewed by the Company’s stockholders prior to the special meeting. Your shares will be voted on any adjournment proposal in accordance with the instructions indicated in your proxy or voting instruction card. If a quorum is not present, the person presiding at the special meeting or the stockholders holding a majority in voting interests of stockholders entitled to vote thereat, present in person or represented by proxy, may adjourn the special meeting in accordance with the merger agreement until a quorum shall be present. If a new record date is set for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder of record entitled to notice of and vote at the meeting. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, stockholders who have already submitted their proxies or voting instructions will be able to revoke them at any time prior to the final vote on the proposals. If you are a holder of record and return a proxy without indicating how you wish to vote on the adjournment proposal, your shares will be voted in favor of the adjournment proposal.

In order to reduce expenses, the Company is taking advantage of certain SEC rules, commonly known as “householding,” that permit us to deliver, in certain cases, only one copy of this proxy statement to multiple stockholders sharing the same address, unless we have received contrary instructions from one or more of the stockholders. If you received a householded mailing and would like to have additional copies of this document sent to you, please submit your request directed to our Corporate Secretary, Arcosa, Inc., 500 N. Akard St., Suite 400, Dallas, Texas 75201, or by telephone at (972) 942-6500. If you hold your stock in street name, you may revoke your consent to householding at any time by notifying your bank, broker or other nominee.

If you are currently a stockholder sharing an address with another of the Company’s stockholders and wish to have your future proxy statements and annual reports householded, or your materials are currently householded and you would prefer to receive separate materials in the future, please contact our Corporate Secretary at the above address or telephone number.

The Company is soliciting proxies on behalf of the Company Board, and the Company will bear the expenses in connection with the solicitation of proxies. In addition to the use of postal services or the Internet, proxies may be solicited by directors, officers, and employees of the Company (none of whom will receive any additional compensation for any assistance they may provide in the solicitation of proxies) in person or by telephone.

The Company has engaged Georgeson LLC to assist in the solicitation of proxies for the special meeting and will pay Georgeson LLC a fee of $35,000, plus reimbursement of out-of-pocket expenses.

After consideration of various factors, including the factors described in the section entitled “The Merger—Recommendation of the Company Board and Reasons for the Merger,” the Company Board unanimously (i) determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, the Company and its stockholders,

(ii) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into the merger agreement, (iii) approved the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained therein and the consummation of the transactions contemplated thereby, including the merger, upon the terms and subject to the conditions set forth therein and (iv) recommended that the Company’s stockholders vote to adopt the merger agreement.

Accordingly, the Company Board unanimously recommends a vote “FOR” the approval of the merger agreement proposal. Additionally, the Company Board unanimously recommends a vote “FOR” the approval of the merger-related compensation proposal and “FOR” the approval of the adjournment proposal.

If you have more questions about the merger, the special meeting or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor:

The following is a description of the material aspects of the merger and the material terms of the merger agreement. While the Company believes that the following description includes all of the material terms of the merger and the merger agreement, the description may not contain all of the information that is important to you. The discussion of the merger and the merger agreement in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, which is attached to this proxy statement as Annex A. You should read the merger agreement carefully in its entirety.

The Company is a provider of infrastructure-related products and solutions with leading positions in construction materials and engineered structures in North America. The Company began operating as an independent, publicly traded company in November 2018, when it was spun off from Trinity Industries, Inc. with a diversified portfolio of infrastructure-related businesses. In the years following the spin-off, the Company pursued a strategy of portfolio simplification, divesting non-core business lines and concentrating its growth capital on its Construction Products and Engineered Structures businesses. As part of this strategy, the Company acquired ACG Materials in 2018, Cherry Industries in 2020, StonePoint Materials and Southwest Rock Products in 2021, RAMCO in 2022, and Ameron Pole Products and Stavola Holding Corporation’s construction materials business in 2024. The Company also divested its storage tanks business in 2022, its steel components business in 2024, and its barge business in April 2026.

While these actions focused the Company’s operations on its Construction Products and Engineered Structures businesses, the Company’s management and the Company Board, as well as other participants in the Company’s industry, recognized that these businesses share limited operating synergies and that, particularly if the Company’s trading multiple remained below many of its peers, the Company could be positioned for a strategic transaction. In particular, the Company’s management and the Company Board expected that, following the announcement of the divestiture of the Company’s barge business and the recent announcement of a sale of a competitor of the Company’s Engineered Structures business, the Company would receive inquiries from industry participants regarding potential acquisitions of the Company’s remaining businesses. Accordingly, the Company Board, together with senior management and the Company’s financial advisors, Evercore and Goldman Sachs, regularly reviewed and evaluated the Company’s strategic alternatives, including in light of the expected in-bound interest from potential acquirors. The Company selected Evercore and Goldman Sachs to act as the Company’s financial advisors based on each firm’s qualifications, experience, reputation and familiarity with the Company and its businesses. Each of Evercore and Goldman Sachs is an internationally recognized investment banking firm that is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, leveraged buyouts and other transactions for corporate and other purposes. At meetings of the Company Board held in late 2025 and early 2026, and at the subsequent meetings of the Company Board described below, the Company Board, with the assistance of the Company’s financial advisors, reviewed, among other things, the Company’s historical performance and operating plan, the viability of continued growth through acquisitions, opportunities for portfolio optimization and the potential divestiture of the Engineered Structures business. With respect to the Company’s prospects for growth through acquisitions, the Company’s financial advisors observed that acquisitions of scale in the Company’s businesses could be difficult for the Company to complete because of the limited number of eligible targets of consequence, the Company’s smaller size and resources relative to likely competing buyers and current market trading multiples.

Over the past several years, the Company’s Engineered Structures business attracted general interest from multiple industry participants and financial sponsors with no actionable offers materializing, but a renewed increase in acquisition interest began in late 2025. On October 21, 2025, Company A, a publicly traded industry participant, indicated its interest in acquiring the Engineered Structures business. On November 5, 2025, Company B also indicated its interest in acquiring the Engineered Structures business. In each case, the Company Board was informed of the indications of interest, and the Company informed Company A and Company B, respectively, that such business was not for sale at that time. During this period, the Company was focused on the sale process for its barge business in line with its strategy to simplify the portfolio and increase the valuation multiple of the Company.

In early January 2026, Mr. Carrillo, the Company’s President and Chief Executive Officer, met separately with the chief executive officers of two other publicly traded industry participants, Company C and

Company D. During the course of these meetings, each of Company C and Company D expressed interest in the Company’s Construction Products business. In each case, Mr. Carrillo indicated that such business was not for sale at that time. Mr. Carrillo subsequently informed the Company Board of these inquiries.

On January 30, 2026, Mr. Carrillo met in Dallas, Texas with James Mintern, the Chief Executive Officer of CRH, at Mr. Mintern’s request. During the meeting, Mr. Mintern expressed an interest in, and requested information regarding, the Company’s Engineered Structures business. Mr. Carrillo declined Mr. Mintern’s request for non-public financial information and market data regarding that business.

On February 17, 2026, Mr. Carrillo met with the chief executive officer of Company B, who again expressed interest regarding a potential transaction involving the Company’s Engineered Structures business. Mr. Carrillo responded that the Company would contact Company B if it determined that it had an interest in pursuing a transaction. Throughout this period, Mr. Carrillo regularly kept the Company Board apprised of his discussions with industry participants and other potential counterparties regarding their interest in potential transactions involving the Company or its businesses.

On March 4, 2026, Mr. Carrillo met with Mr. Mintern and Juan Pablo San Agustin, CRH’s Chief Strategy Officer, in New York. During the meeting, they discussed the operations of the Company’s Engineered Structures business, including its wind tower and transmission structure product lines. Mr. Mintern and Mr. San Agustin expressed interest in entering into a confidentiality agreement to evaluate the Engineered Structures business as well as a potential transaction involving the entire Company, and Mr. Carrillo indicated that he would discuss the matter with the Company Board. Following this meeting, Mr. Carrillo updated the Company Board regarding CRH’s request to enter into a confidentiality agreement, and the Company Board requested additional information regarding whether the Company should explore a sale transaction or remain independent, including an analysis regarding the Company’s opportunities for growth through acquisitions. The Company Board observed that CRH’s interest was distinct from that of the other parties that had expressed interest in engaging in a transaction involving the Company, in that such other parties had sought to acquire only a portion of the Company’s business, while CRH had expressed interest in acquiring the entire Company, which the Company Board believed warranted evaluation.

On March 12, 2026, Mr. Carrillo and Mr. Mintern spoke by telephone. During the call, Mr. Carrillo conveyed that the Company Board was not prepared to enter into a confidentiality agreement with CRH at that time, and that the Company was continuing to gather information and market analysis to further inform its strategy and strategic options. Mr. Mintern expressed CRH’s view that a transaction with CRH would be compelling for the Company and its shareholders. Mr. Carrillo and Mr. Mintern agreed to remain in contact and to keep open lines of communication.

On March 13, 2026, Company A again expressed interest in, and asked Mr. Carrillo about the Company Board’s willingness to consider an offer for, the Company’s Engineered Structures business and requested a confidentiality agreement. Mr. Carrillo informed Company A that the Company Board would be obligated to consider a credible offer, but the Engineered Structures business was not for sale at that time and declined to provide a confidentiality agreement.

Separately, in the ordinary course of the Company’s investor engagement during March 2026, representatives of the Company met with representatives of a stockholder of the Company (“Stockholder A”). On March 30, 2026, the Company received a letter from Stockholder A (the “Stockholder A Letter”) setting forth its view that the Company should explore a sale or separation of its Engineered Structures business, which Stockholder A suggested could be valued at approximately $2.6 billion, and use the resulting after-tax proceeds to repurchase shares of Company common stock. On March 31, 2026, Mr. Carrillo responded in writing to acknowledge receipt of the Stockholder A Letter on behalf of the Company. Mr. Carrillo also provided a copy of the Stockholder A Letter to the Company Board.

On April 1, 2026, the Company announced the completion of the sale of its barge business.

On April 7, 2026, an investment bank contacted Mr. Carrillo and provided insight on conversations in the market regarding the Company, including in respect of third-party interest in a potential acquisition of the Company’s Wind Towers business and the increasing interest in a potential acquisition of the Company’s Engineered Structures business among a number of potential acquirers, including certain financial sponsors and strategic parties.

On April 9, 2026, Mr. Carrillo spoke by telephone with the president of U.S. operations for Company E, a publicly traded industry participant, in response to Company E’s initial inquiry about a transaction with Arcosa made by a member of Company E’s business development team. During the call, the president of Company E’s U.S. operations indicated that Company E was interested in a potential transaction involving the Company’s aggregates business. Mr. Carrillo informed him that the Company’s aggregates business was not for sale at that time.

On April 10, 2026, the Company received a written, non-binding indication of interest from Company A to acquire the Company’s Engineered Structures business for a purchase price of $1.45 billion to $1.55 billion. The indication of interest contemplated a six-to-eight week due diligence period and requested that the Company enter into an exclusivity arrangement for a period of 60 days while Company A completed its due diligence and negotiated definitive transaction documentation. On April 13, 2026, Mr. Carrillo provided a copy of Company A’s indication of interest to the Company Board, which the Company Board discussed at its April 14, 2026 board meeting (as described below).

Also on April 10, 2026, Mr. Carrillo and Mr. Mintern held a telephonic meeting, during which Mr. Mintern reiterated CRH’s continued interest in learning more about the Company’s Engineered Structures business and indicated that CRH was continuing its analysis of a potential acquisition of the entire Company. They also discussed the potential length of a due diligence period, and CRH inquired as to whether the Company would agree to negotiate with CRH exclusively for a period of time.

On April 13, 2026, Mr. Carrillo discussed Company A’s indication of interest with the chief executive officer of Company A to better understand Company A’s proposed valuation of the Company’s Engineered Structures business.

On April 14, 2026, the Company Board held a meeting, attended by members of senior management, representatives of the Company’s financial advisors, Evercore and Goldman Sachs and a representative of the Company’s outside counsel, Baker Botts. The Company Board received a presentation from a global strategy consulting firm regarding a market study of potential growth avenues for the Construction Products and Engineered Structures businesses, including potential acquisition opportunities and current market trading multiples, and an analysis of the markets in which each business operates, including an assessment of end-market demand trends, key product category growth drivers and the total addressable market for each business. Representatives of Evercore and Goldman Sachs also reviewed with the Company Board certain potential strategic alternatives available to the Company, including continuing to operate the Company on a standalone basis, a separation of the Engineered Structures business, alternative merger and business combinations and a sale of the entire Company. In connection with a potential sale of the entire Company, representatives of Evercore and Goldman Sachs also discussed the parties that were reasonably likely to have the scale, financial capacity and strategic desire to acquire the entire Company, including the Company’s two disparate segments. Representatives of Evercore and Goldman Sachs discussed that such parties consisted of a limited number of large strategic participants in the Company’s industry, together with a limited number of financial sponsors and infrastructure funds. Following discussion, the Company Board authorized management to (i) initiate preparatory work in anticipation of a potential future sale process for the Engineered Structures business, including the development of key financial information, marketing materials and legal and carve-out workstreams, and the engagement of necessary third-party advisors; and (ii) consider, subject to further authorization by the Company Board, publicly announcing a review of strategic alternatives with respect to the Engineered Structures business in order to maximize potential buyer interest and proactively manage stakeholders. At this meeting the Company Board received and reviewed the Company’s long range financial plans and projections. In addition, in light of CRH’s interest in a potential acquisition of the entire Company, which the Company Board believed warranted evaluation before any decision to launch a sale process for the Engineered Structures business should be made, the Company Board also authorized management to engage with CRH, subject to entry into an appropriate confidentiality agreement. The Board recognized that a sale of the entire company could be preferable to a sale of only the Engineered Structures business, which would entail execution risk and leave the Company with only one remaining business segment. The Company Board also considered Company A’s indication of interest, including the valuation of the Engineered Structures business implied by the proposed purchase price. Following deliberation and consultation with the Company’s financial advisors, the Company Board

determined that the proposed purchase price in Company A’s indication of interest did not represent a fair valuation of the Engineered Structures business. The Company’s financial advisors also briefed the Company Board on the Stockholder A Letter and a strategy and response plan for engaging with Stockholder A.

On April 15, 2026, Mr. Carrillo informed Company A that the Company Board had determined that the proposed purchase price in Company A’s indication of interest did not represent a fair valuation of the Engineered Structures business and that the business was not for sale at that time. Mr. Carrillo added that Company A would be invited to participate should the Company later engage in a process to sell the Engineered Structures business.

Also on April 15, 2026, Mr. Carrillo informed Mr. Mintern that the Company Board had authorized the Company to engage with CRH on a limited basis, subject to a confidentiality agreement, and the parties agreed that any discussions with respect to a potential transaction with CRH involving the entire Company would be limited to a small group of persons. Mr. Mintern requested exclusivity to negotiate the potential transaction involving the entire Company. Mr. Carrillo responded that he was not authorized by the Company Board to enter into an exclusivity arrangement at that time.

On April 22, 2026, the Company and CRH entered into a mutual confidentiality agreement, which included a customary standstill provision containing standard fall-away rights, including upon the entry into a definitive agreement providing for a change of control transaction with a third party, so that the parties could share confidential information and to facilitate further discussions regarding a potential transaction. On April 24, 2026, CRH delivered an initial due diligence request list to the Company.

On April 27, 2026, the Company’s management held a kickoff meeting with representatives of Evercore and Goldman Sachs to discuss the due diligence process with CRH.

Also on April 27, 2026, Mr. Carrillo spoke by telephone with a partner at Sponsor A, a financial sponsor. During the call, the partner expressed Sponsor A’s interest in a potential acquisition of the Company’s Engineered Structures business. Mr. Carrillo informed Sponsor A that it was not for sale at that time. On April 29, 2026, a partner at Stockholder A informed Mr. Carrillo that Stockholder A had partnered with Sponsor A, and the Company received a written, non-binding indication of interest from Sponsor A, together with Stockholder A, to acquire the Company’s Engineered Structures business for $2.2 billion to $2.4 billion. On May 4, 2026, at the direction of Company management, representatives of Evercore and Goldman Sachs spoke with a representative of Sponsor A regarding the indication of interest.

On May 4, 2026, Mr. Carrillo emailed the chief executive officer of Company A, confirming their April 15, 2026 conversation and reiterating that the Company Board had determined not to pursue Company A’s proposal. Following this communication, Company A indicated that it wished to re-engage, and a call was arranged for May 27, 2026. During that call, Mr. Carrillo conveyed the Company Board’s view at that time that Company A’s proposed valuation was significantly below the Company’s expectations.

On May 6, 2026, a representative of Company F, an industry participant, informed Mr. Carrillo that Company F was evaluating its U.S. market strategy and that Company F would like to meet to discuss a potential transaction with the Company. Mr. Carrillo informed the Company Board of Company F’s inquiry. The Company did not receive a proposal or indication of interest from Company F prior to the execution and delivery of the merger agreement.

On May 7, 2026, the chief executive officer of Company E and other representatives of Company E met with Mr. Carrillo and orally proposed a transaction in which the Company would divest its Engineered Structures business to a third party and acquire Company E’s U.S. aggregates business. Company E did not propose any economic terms for the transaction. Mr. Carrillo indicated that he would present the proposal to the Company Board and subsequently discussed it with the Company’s financial and legal advisors. At the Company Board meeting on May 13, 2026, Mr. Carrillo discussed the oral proposal with the Company Board. Based on various factors, including Company E’s challenging corporate governance dynamics and the resulting capital structure controlled by Company E, the complexities of the proposed transaction, including its involvement of a to-be-determined third party, concerns about Company E’s ability to consummate the transaction and the inconsistency of the proposed transaction with the Company’s strategy, the Company Board determined that the proposal was not in the best interest of the Company’s stockholders.

On May 14, 2026, members of the Company’s senior management met with Mr. Mintern and other representatives of CRH in Dallas, Texas and provided an overview of the Company’s Construction Products and Engineered Structures businesses. Mr. Mintern indicated that CRH was continuing its analysis and expected to submit an acquisition proposal by the end of the month. Mr. Carrillo communicated to Mr. Mintern that the Company was primarily focused on a sale of the Engineered Structures business but that, if CRH submitted a sufficiently compelling proposal to purchase the entire Company, the Company would consider it. During this period, the Company’s contact with Stockholder A and Sponsor A was limited to the timing of the Company’s response to their indication of interest and did not include any substantive engagement on or negotiation of the proposal itself. On May 15, 2026, the Company provided additional information in response to CRH’s follow-up diligence requests.

On May 22, 2026, the Company received a written, non-binding proposal from CRH to acquire all of the outstanding shares of the Company’s common stock for $140.00 per share in cash. CRH’s non-binding proposal contemplated a two-week period to complete confirmatory diligence and negotiate definitive transaction documents. CRH also requested exclusivity to negotiate such potential transaction involving the entire Company.

On May 26, 2026, the Company Board held a meeting, attended by members of the Company’s senior management and representatives of Evercore, Goldman Sachs and the Company’s outside counsel, Gibson Dunn and Baker Botts, to discuss CRH’s proposal and the Company’s other strategic alternatives, including the potential sale of the Engineered Structures business. Representatives of Evercore and Goldman Sachs reviewed with the Company Board their respective preliminary financial analyses of CRH’s $140.00 per share proposal, along with certain other strategic alternatives for the Company. At this meeting, the Company Board reviewed the projections shared with Evercore and Goldman Sachs for use in their financial analyses in connection with strategic alternatives for the Company (which projections are summarized under “—Certain Company Forecasts”), and the Company Board received a briefing regarding its fiduciary duties. Following discussion, the Company Board directed Mr. Carrillo to communicate to Mr. Mintern that the Company was not for sale at that time and to reject CRH’s proposal for exclusivity.

On May 27, 2026, Mr. Carrillo conveyed the Company Board’s response to Mr. Mintern. Mr. Carrillo noted that the Company Board had met with its financial advisors and outside counsel; that the Company Board had considered CRH’s proposal and the Company’s other strategic options, including the potential sale of the Engineered Structures business; and that the price presented by CRH was not high enough for the Company to engage in exclusive discussions. Mr. Carrillo also informed Mr. Mintern that he was not authorized to propose a specific price on behalf of the Company. Mr. Mintern inquired whether CRH could begin confirmatory due diligence, and Mr. Carrillo responded that the parties would first need to reach an agreement on price. Mr. Mintern emphasized the importance of speed to CRH and indicated that CRH would convene a meeting of its board of directors to consider increasing its proposal. In the conversation, Mr. Mintern verbally indicated he believed that CRH would be prepared to increase its proposed price to $143.00 per share and would revert following such meeting of CRH’s board of directors.

On May 29, 2026, Mr. Mintern verbally informed Mr. Carrillo that CRH was prepared to increase its proposal to $145.00 per share in cash. Mr. Mintern emphasized the importance of moving quickly in light of market speculation regarding the Company. Mr. Carrillo conveyed the Company Board’s view that at the price proposed by CRH it would not be prepared to enter into exclusivity without a pre-signing market check or inclusion of a “go-shop” as part of the terms of the transaction. Mr. Mintern responded that CRH would be amenable to a customary “no-shop” arrangement but not a “go-shop.” On May 31, 2026, the Company received CRH’s revised written, non-binding proposal reflecting a price of $145.00 per share in cash subject to the Company’s agreement to a customary “no-shop” covenant. CRH’s revised proposal contemplated a two-week period to complete confirmatory diligence and negotiate definitive transaction documents. CRH also requested exclusivity to negotiate such potential transaction involving the entire Company.

On June 4, 2026, the Company Board held a meeting, attended by members of senior management of the Company and representatives of Evercore, Goldman Sachs, Gibson Dunn and Baker Botts, to consider CRH’s revised proposal. During the meeting, representatives of Evercore and Goldman Sachs discussed potential strategic alternatives available to the Company, including a comparison of a sale of the entire Company and a sale of only the Engineered Structures business. After discussion among attendees, the Company Board concluded that, if appropriate terms, including price, could be agreed with CRH for the sale

of the whole Company, a sale of the whole Company was in the best interests of the Company’s stockholders and would be preferable to a sale of the Engineered Structures business. Following presentations from the Company’s legal and financial advisors, the Company Board authorized Mr. Carrillo to negotiate the terms of a sale of the entire Company to CRH with (i) a price of not less than $150.00 per share, (ii) an exclusivity period of no more than two weeks and (iii) a reasonable termination fee in connection with a no-shop covenant. The Company Board determined not to conduct a broader market check at that time (a) because it did not believe there were other parties reasonably likely to be interested in acquiring the entire Company that would be competitive to CRH’s proposal to acquire the entire Company for $150.00 per share (noting that, although a number of parties had expressed interest in acquiring one or more of the Company's individual businesses, none had expressed interest in acquiring the entire Company, and that, based on the advice of the Company's financial advisors, the number of parties with the scale, financial capacity and strategic interest to acquire the entire Company was limited); (b) due to concerns about the impact of such a market check on the ongoing discussions with CRH; and (c) because other unknown potential buyers would have the opportunity to present a superior offer after a potential merger was announced pursuant to the “no shop” provision of the merger agreement, and because no party was subject to any standstill or other contractual restriction that would prevent it from making an unsolicited acquisition proposal following announcement of the transaction. Later on June 4, 2026, Mr. Carrillo conveyed to Mr. Mintern that the Company Board refused to agree to a no-shop covenant without a pre-signing market check at the $145.00 price, but would be prepared to move forward with a transaction providing for a no-shop covenant at a price of at least $150.00 per share.

On June 5, 2026, Mr. Mintern informed Mr. Carrillo that he intended to recommend that CRH’s board of directors approve a proposal of $150.00 per share in cash, and that such proposal would represent CRH’s best and final offer. Mr. Carrillo asked whether CRH would be prepared to increase its proposal above $150.00 per share, and Mr. Mintern responded that it would not. The parties also discussed the reverse termination fee that would apply in the event the transaction failed to obtain required regulatory approvals.

On June 6, 2026, the Company received CRH’s revised written proposal, together with a draft exclusivity agreement, reflecting a price of $150.00 per share in cash, which CRH described as its best and final offer and which was conditioned on a customary no-shop covenant. The parties negotiated the terms of the exclusivity agreement, including its duration and the Company’s ability to terminate the arrangement if CRH were to reduce its price below $150.00 per share. Also on June 6, 2026, the Company Board, acting by unanimous written consent, authorized the Company to enter into the exclusivity agreement with CRH and to proceed to finalize the exclusivity agreement.

On June 7, 2026, representatives of the Company and CRH held a call to arrange a diligence kickoff meeting. Also on June 7, 2026, Kirkland & Ellis, CRH’s legal advisor, delivered an initial draft merger agreement to Gibson Dunn.

On June 8, 2026, the Company and CRH entered into an exclusivity agreement. Also on June 8, 2026, the Company and CRH held a due diligence kickoff call. Over the following days, representatives of Gibson Dunn and Kirkland & Ellis negotiated the terms of a draft merger agreement and the related transaction documents.

Also on June 8, 2026, consistent with the direction of the Company Board, Mr. Carrillo informed Company E that the Company would not pursue Company E’s proposal. Consistent with the terms of the exclusivity agreement, the Company did not thereafter pursue the indications of interest in the Engineered Structures business previously received from Stockholder A and Sponsor A. The Company did not subsequently meet with Company F or engage in further communications with Company B, Company C or Company D.

On June 11, 2026, representatives of Gibson Dunn sent representatives of Kirkland & Ellis a revised draft of the merger agreement.

On June 12, 2026, members of the Company’s senior management and representatives of CRH met at the Company’s offices in connection with CRH’s ongoing due diligence. Following the meeting, Mr. Carrillo

and Mr. San Agustin discussed the principal open issues in the negotiation of the merger agreement, which Mr. Carrillo identified as the scope of CRH’s obligation to obtain antitrust clearance, the reverse termination fee, the termination fee payable by the Company, the definition of “Superior Proposal” and certain employee matters.

Between June 10, 2026 and June 15, 2026, Mr. Carrillo and Mr. Mintern periodically communicated to discuss the status and timing of the transaction, including a target of finalizing and signing the merger agreement prior to the expiration of the exclusivity period.

On June 16, 2026, representatives of Kirkland & Ellis sent representatives of Gibson Dunn a revised draft of the merger agreement, which reflected CRH’s proposal on the remaining outstanding material issues.

Also on June 16, 2026, Mr. Carrillo and Mr. Mintern discussed the principal open issues in the negotiation of the merger agreement. The Company’s draft merger agreement had proposed that CRH be required to take any and all actions necessary to obtain antitrust clearance, including agreeing to any divestitures required by the relevant governmental authorities (a so-called “hell or high water” commitment). CRH had declined to accept such a commitment. The principal open issues accordingly consisted of (i) the scope of CRH’s obligation to obtain antitrust clearance, (ii) the amount of the reverse termination fee payable by CRH for failure to obtain regulatory approvals, (iii) the amount of the termination fee payable by the Company, and (iv) the definition of “Superior Proposal.” Mr. Mintern invited Mr. Carrillo to meet with him in person in New York to negotiate the remaining open terms.

On June 17, 2026, the Company Board held a meeting, attended by members of senior management of the Company and the Company’s legal and financial advisors, at which Gibson Dunn advised the Company Board with respect to the status of negotiations and the anticipated timeline for resolving the remaining open terms and potential signing of the merger agreement prior to the expiration of the exclusivity period, and Mr. Carrillo provided an update. The Company Board provided direction and guidance to Mr. Carrillo regarding his continued negotiations with CRH, including, in light of CRH’s unwillingness to agree to a “hell or high water” commitment, the Company’s proposal regarding the divestiture commitment and reverse termination fee. Following the meeting, Mr. Carrillo conveyed to Mr. Mintern the importance the Company Board placed on a significant divestiture commitment and a reverse termination fee equal to 5% of equity value. Mr. Carrillo and Mr. Mintern also discussed the timing of the proposed transaction and announcement, if terms could be agreed, and CRH’s outstanding due diligence requests. During these discussions, Mr. Mintern expressed concern regarding the risk of a leak of the proposed transaction prior to a public announcement and asked whether the Company Board could convene to consider the proposed transaction, and the parties could announce the transaction, on an accelerated timetable in order to mitigate that risk. Also on June 17, 2026, representatives of Gibson Dunn sent a revised merger agreement to representatives of Kirkland & Ellis reflecting the Company’s positions. That same day, the Company entered into a separate engagement letter with each of Evercore and Goldman Sachs to serve as a financial advisor to the Company, and representatives of Evercore provided a customary material relationships disclosure letter to the Company (the material relationships described therein are summarized under “—Opinion of Evercore Group L.L.C.”).

On June 18, 2026, representatives of Gibson Dunn and Kirkland & Ellis held a call to discuss the remaining open issues on the draft merger agreement.

Also on June 18, 2026, Mr. Carrillo and Mr. Mintern confirmed that, if the parties were able to reach agreement on the remaining issues in the merger agreement, they intended to seek board approval and sign the merger agreement on June 21, 2026, and they discussed a media inquiry regarding a potential transaction between the parties.

On June 19, 2026, Mr. Carrillo met with Mr. Mintern in New York to negotiate the remaining open terms of the merger agreement. Following negotiation, the parties reached agreement on the principal open terms, including (i) the appropriate divestiture commitment to obtain antitrust clearance, and a reverse termination fee equal to 5% of equity value; (ii) a termination fee payable by the Company equal to 3.5% of equity value; and (iii) the definition of “Superior Proposal” that includes a proposal to acquire the entire Company. Then Mr. Carrillo met with Mr. San Agustin to negotiate the treatment of certain Company equity awards granted after the date of the merger agreement and other employee matters. These discussions did not include any

negotiation of individual post-closing employment or compensation arrangements between CRH and any member of the Company's management. The parties also negotiated the interim operating covenants applicable to the conduct of the Company’s business between signing and closing. On June 19, 2026, representatives of Kirkland & Ellis sent Gibson Dunn a revised draft of the merger agreement reflecting such agreed upon positions.

Also on June 19, 2026, representatives of Goldman Sachs provided a customary material relationships disclosure letter to the Company (the material relationships described therein are summarized under “—Opinion of Goldman Sachs & Co. LLC”).

On June 20, 2026, Mr. Carrillo and Mr. San Agustin held a telephonic meeting to discuss certain severance benefits applicable to Company employees. The parties also agreed that the merger agreement would provide for an outside date of 12 months following the date of the merger agreement, subject to two automatic extensions of three months each if required to obtain requisite regulatory approvals.

On the morning of June 21, 2026, prior to the meeting of the Company Board, Mr. Carrillo and Mr. Mintern confirmed their agreement on the final open terms of the merger agreement. The Company Board then held a meeting, attended by members of senior management of the Company and representatives of Evercore, Goldman Sachs, Gibson Dunn and Baker Botts. Representatives of Gibson Dunn reviewed with the Company Board its fiduciary duties and the terms of the proposed merger agreement. Representatives of each of Evercore and Goldman Sachs reviewed with the Company Board their respective financial analyses of the Company and the merger consideration based on the Company’s long range financial projections. A representative of Evercore rendered to the Company Board its oral opinion, subsequently confirmed by delivery of a written opinion dated such date, to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in its opinion, the merger consideration of $150.00 per share in cash to be received by the holders of Company common stock (other than any Company restricted stock awards, cancelled shares and dissenting shares) was fair, from a financial point of view, to such holders. A representative of Goldman Sachs rendered to the Company Board its oral opinion, subsequently confirmed by delivery of a written opinion dated such date, to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in its opinion, the merger consideration of $150.00 per share in cash to be paid to the holders (other than Parent and its affiliates) of shares of Company common stock was fair, from a financial point of view, to such holders. The Company Board also considered, in consultation with its financial and legal advisors, the customary no-shop covenant required by CRH and the absence of a go-shop or other pre-signing market check, including the increases in the proposed price achieved during the negotiations (from $140.00 to $150.00 per share), CRH’s characterization of its $150.00 per share proposal as its best and final offer, the absence of any other then-actionable proposal to acquire the entire Company, the risks related to attempting to sell the Engineered Structures and/or Construction Products businesses on a standalone basis, the risk that requiring a go-shop or pre-signing solicitation could cause CRH to withdraw or reduce its proposal, and the Company’s ability under the merger agreement to consider and accept an unsolicited Superior Proposal, and determined that agreeing to the no-shop covenant on these terms was advisable and in the best interests of the Company and its stockholders. Following discussion, the Company Board unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, were advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, including the merger, and (iii) resolved to recommend that the Company’s stockholders adopt the merger agreement. For a description of the factors considered by the Company Board, see the section entitled “The Merger—Recommendation of the Company Board and Reasons for the Merger.”

Following the meeting of the Company Board, the Company and CRH executed the merger agreement. Before the opening of trading on June 22, 2026, the Company and CRH issued a joint press release announcing the transaction.

The Company Board, at a meeting held on June 21, 2026, reviewed and carefully considered, with the assistance of the officers of the Company and the Company’s legal and financial advisors, the merger agreement and the transactions contemplated thereby, including the merger. After due consideration, the

Company Board unanimously (i) determined that the terms of the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders, and declared it advisable, for the Company to enter into the merger agreement, (iii) approved the execution and delivery by the Company of the merger agreement, the performance by the Company of its covenants and agreements contained therein and the consummation of the transactions contemplated thereby, including the merger, upon the terms and subject to the conditions set forth therein and (iv) recommended that the Company’s stockholders vote to adopt the merger agreement. Later that day, the Company executed the merger agreement, and on the morning of Monday, June 22, 2026, the Company and CRH issued a press release announcing the execution of the merger agreement. The Company Board unanimously recommends that Company stockholders vote “FOR” the merger agreement proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

In evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Company Board consulted with the Company’s senior management team, as well as the Company’s outside legal and financial advisors, and considered a number of factors, including the following material factors (which are not necessarily listed in order of relative importance and are not exhaustive):

The Company Board also considered a variety of potential risks, uncertainties and other potentially negative factors in its deliberations concerning the merger agreement and the merger. The Company Board concluded that the anticipated benefits of the merger were likely to substantially outweigh these risks. These potential negative factors include the following (which are not necessarily listed in order of relative importance and are not exhaustive):

The foregoing discussion of the information and factors considered by the Company Board is intended to be illustrative, and is not exhaustive, but includes many of the material factors considered. The Company Board collectively reached the decision to unanimously approve the merger agreement in light of the factors described above and other factors that the Company Board believed were appropriate. In view of the wide variety of factors considered by the Company Board in connection with its evaluation of the merger and the

complexity of these matters, the Company Board did not find it practicable, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Company Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Company Board based its recommendation on the totality of the information presented, including through its discussions with Company management and its independent financial and legal advisors.

The Company Board unanimously recommends that you vote “FOR” the approval of the merger agreement proposal, “FOR” the approval of the merger-related compensation proposal and “FOR” the approval of the adjournment proposal.

In considering the recommendation of the Company Board with respect to the merger agreement proposal, you should be aware that our directors and executive officers have interests in the merger that may be different from, or in addition to, yours. The Company Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement proposal be approved by the stockholders of the Company. See the section entitled “—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 51.

It should be noted that this explanation of the reasoning of the Company Board and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in “Forward-Looking Statements” beginning on page 17.

The Company retained Evercore to act as its financial advisor in connection with the Company Board’s evaluation of strategic and financial alternatives, including the merger. As part of this engagement, the Company requested that Evercore evaluate the fairness, from a financial point of view, of the merger consideration to be received by the holders of Company common stock (other than any Company restricted stock awards, cancelled shares and dissenting shares). At a meeting of the Company Board held on June 21, 2026, Evercore rendered to the Company Board its opinion to the effect that, as of June 21, 2026 and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the merger consideration to be received by the holders of Company common stock (other than any Company restricted stock awards, cancelled shares and dissenting shares) in the merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of Evercore, dated June 21, 2026, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. The Company encourages you to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Company Board (in its capacity as such) in connection with its evaluation of the merger. The opinion does not constitute a recommendation to the Company Board or to any other persons in respect of the merger, including as to how any holder of shares of Company common stock should vote or act in respect of the merger. Evercore’s opinion does not address the relative merits of the merger as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Company to engage in the merger.

In connection with rendering its opinion Evercore, among other things:

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Company Board on June 21, 2026 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before June 18, 2026 (the last trading day prior to the rendering of Evercore’s opinion), and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of the Company. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Evercore performed a discounted cash flow analysis of the Company to calculate the estimated present value of the standalone unlevered, after-tax free cash flows, defined as net operating profit after tax, plus depreciation and amortization, plus cash tax reconciliation, less changes in net working capital and capital expenditures, that the Company was forecasted to generate during the Company’s last two quarters of fiscal year 2026 through 2031 based on the Company forecasts. Evercore calculated terminal values for the Company by applying perpetuity growth rates of 3.0% to 5.0%, which range was selected based on Evercore’s professional judgment and experience, to a terminal year estimate of the unlevered, after-tax free cash flows that the Company was forecasted to generate based on the Company forecasts. The cash flows and terminal values in each case were then discounted to present value as of June 30, 2026 using discount rates ranging from 10.0% to 11.0%, which were based on an estimate of the Company’s weighted average

cost of capital (derived by application of the capital asset pricing model and Evercore’s professional judgment and experience), and the mid-year cash flow discounting convention. Based on this range of implied enterprise values, the Company’s estimated net debt (calculated as total debt less cash and cash equivalents) as of June 30, 2026, and the number of fully diluted shares of Company common stock, in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per share of Company common stock of approximately $88.10 to $143.20, rounded to the nearest $0.10, compared to the merger consideration of $150.00 per share of Company common stock.

Evercore reviewed and compared certain financial information of the Company to corresponding financial multiples and ratios for the following selected publicly traded companies in the heavyside construction materials and infrastructure products industries (the “selected companies”):

For each of the selected companies, Evercore calculated total enterprise value (defined as equity market capitalization plus total debt, plus preferred equity and minority interest, plus after-tax underfunded pension liabilities and other post-employment benefit obligations, less investments in affiliates, less cash and cash equivalents (“TEV”)) as a multiple of estimated (i) 2026 earnings before interest, taxes, depreciation and amortization (“EBITDA”) and (ii) 2027E EBITDA (such multiples referred to as “TEV / 2026E EBITDA” and “TEV / 2027E EBITDA”, respectively) based on closing share prices as of June 18, 2026. Estimated financial data of the selected companies were based on publicly available research analysts’ estimates.

This analysis indicated the following:

Based on the multiples it derived for the selected companies and based on its professional judgment and experience, Evercore applied a TEV / EBITDA multiple reference range of 12.5x – 15.0x to the Company’s estimated Adjusted EBITDA (as defined below) in fiscal year 2026, and a reference range of 11.0x – 13.5x to the Company’s estimated Adjusted EBITDA in fiscal year 2027, in each case based on the Company forecasts. Based on this range of implied enterprise values, the Company’s estimated net debt (calculated as total debt less cash and cash equivalents) as of June 30, 2026, and the number of fully diluted shares of Company common stock, in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per share of Company common stock of $122.40 to $151.00, based on 2026E EBITDA and $122.90 to $155.50, based on 2027E EBITDA, in each case, rounded to the nearest $0.10, compared to the merger consideration of $150.00 per share of Company common stock.

Although none of the selected companies is directly comparable to the Company, Evercore selected these companies because they are publicly traded heavyside construction materials and infrastructure products companies that Evercore, in its professional judgment and experience, considered generally relevant to the Company for purposes of its financial analyses. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this

analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected companies.

Evercore reviewed financial information related to the following selected transactions involving target companies in the heavyside construction materials and infrastructure products industries announced since 2014 (the “selected transactions”). The selected transactions reviewed by Evercore, and the month and year each was announced, were as follows:

For each selected transaction, Evercore utilized the publicly available information on enterprise value or otherwise calculated the implied enterprise value (defined as the target company’s implied equity value based on the consideration paid in the applicable transaction plus total debt, plus preferred equity and minority interest, less cash and cash equivalents) as a multiple of last twelve-month Adjusted EBITDA for the target company at the time of the announcement of the applicable transaction (or in some cases where last twelve-month financial information was not publicly available, as a multiple of other publicly available Adjusted EBITDA), which we refer to as “LTM Adjusted EBITDA”. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction.

This analysis indicated the following:

Based on the multiples it derived from the selected transactions and based on its professional judgment and experience, Evercore selected a reference range of enterprise value to LTM Adjusted EBITDA multiples of 13.0x to 15.0x and applied this range of multiples to the Company’s LTM Adjusted EBITDA as of June 30, 2026 based on the financial results for the Company provided by the Company’s management and the Company forecasts. Based on this range of implied enterprise values, the Company’s estimated net debt (calculated as total debt less cash and cash equivalents) as of June 30, 2026, and the number of fully diluted shares of Company common stock, in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per share of Company common stock of approximately $116.80 to $137.90, rounded to the nearest $0.10, compared to the merger consideration of $150.00 per share of Company common stock.

Although none of the target companies or businesses reviewed in the selected transactions analysis is directly comparable to the Company and none of the selected transactions is directly comparable to the merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to the Company for purposes of its financial analyses, including, where applicable, with respect to product mix and geographic positioning. In evaluating the selected transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the selected transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the selected transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the selected transactions and the multiples derived from the selected transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected transactions.

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Evercore reviewed historical trading prices of shares of Company common stock during the twelve month period ended June 18, 2026, noting that the low and high closing prices during such period ranged from $83.66 to $135.84 per share of Company common stock, respectively.

Evercore reviewed selected public market trading price targets for the shares of Company common stock prepared and published by equity research analysts that were publicly available as of June 18, 2026, the last trading day prior to the delivery by Evercore of its opinion to the Company Board. These price targets reflect analysts’ estimates of the future public market trading price of the shares of Company common stock at the time the price target was published. As of June 18, 2026, the range of selected equity research analyst price targets per share of Company common stock was $140.00 to $152.00. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the shares of Company common stock and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of the Company and future general industry and market conditions.

Evercore performed an illustrative analysis of the implied present value of the future price per share of Company common stock, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity as a function of that company’s estimated next twelve months (“NTM”) EBITDA and its assumed TEV / NTM EBITDA multiple.

In calculating the implied present value of the future price per share of Company common stock, Evercore first calculated the implied future enterprise value of the Company by multiplying the estimated fiscal year 2031 EBITDA based on the Company forecasts by the Company’s illustrative TEV / NTM EBITDA multiple range of 11.5x to 13.5x. Based on this range of implied enterprise values and the Company’s estimated net debt and the number of fully diluted shares of Company common stock outstanding, in each case, as of December 31, 2030 and based on the Company forecasts, Evercore calculated a reference range of implied future equity values per share of Company common stock. Evercore then discounted the range of implied share price back to June 30, 2026 using a discount rate of 12.25%, which was based on an estimate of the Company’s cost of equity. This analysis indicated a range of implied equity values per share of Company common stock of $126.60 to $147.60, rounded to the nearest $0.10, compared to the merger consideration of $150.00 per share of Company common stock.

Using publicly available information, Evercore reviewed 219 all-cash transactions and announced bids for control of public targets with an aggregate transaction value between $2.5 billion and $10 billion announced since 2016. Using publicly available information, Evercore calculated the premiums paid as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the unaffected share price, the 60-day volume weighted average price (“60-Day VWAP”) and the all-time high share price prior to announcement of each transaction.

This analysis indicated the following:

Based on the results of this analysis and its professional judgment and experience, Evercore applied a premium range of (i) 15.0% to 40.0% to the closing price per share of Company common stock of $135.84 as of June 18, 2026, (ii) 20.0% to 45.0% to the 60-Day VWAP of Company common stock as of June 18, 2026 of $121.02, and (iii) 5.0% to 25.0% to the all-time high price of Company common stock as of June 18, 2026 of $135.84. This analysis indicated ranges of implied equity values per share of Company common stock of $156.20 to $190.20, $145.20 to $175.50 and $142.60 to $169.80, respectively, in each case, rounded to the nearest $0.10, compared to the merger consideration of $150.00 per share of Company common stock.

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Company Board. In connection with the review of the merger by the Company Board, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the shares of Company common stock. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the Company Board as to the fairness, from a financial point of view, of the merger consideration to the holders of shares of Company common stock (other than any Company restricted stock awards, cancelled shares and dissenting shares). These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Company Board (in its capacity as such) in connection with its evaluation of the merger. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

Evercore did not recommend any specific amount of consideration to the Company Board or the Company’s management or that any specific amount of consideration constituted the only appropriate consideration in the merger for the holders of Company common stock.

Pursuant to the terms of Evercore’s engagement letter with the Company, the Company has agreed to pay Evercore a fee for its services in the amount of approximately $60 million, of which $5 million was paid upon delivery of Evercore’s opinion, and the balance of which will be payable contingent upon the consummation of the merger. The Company has also agreed to reimburse Evercore for its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two-year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory services to the Company and received fees for the rendering of these services in the amount of between $5 million and $10 million. Evercore and/or its affiliates, including members of the deal team involved in Evercore’s engagement, are also having active discussions with the Company and/or its affiliates to provide investment banking advisory, capital markets and/or underwriting services unrelated to its engagement with the Company for the merger for which Evercore would expect to receive customary fees if Evercore is engaged and the transactions are consummated. In addition, during the two-year period prior to the date of its opinion, Evercore and its affiliates have not been engaged to provide financial advisory or other services to CRH and Evercore has not received any compensation from CRH during such period. Evercore may provide financial advisory or other services to the Company and CRH in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to the Company or its affiliates, CRH, potential parties to the merger and their respective affiliates or persons that are competitors, customers or suppliers of the Company or CRH.

The Company engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions to its clients in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Goldman Sachs rendered its opinion to the Company Board that, as of June 21, 2026 and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to the holders (other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated June 21, 2026, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Company Board in connection with its consideration of the transactions contemplated by the merger agreement (referred to in this “—Opinion of Goldman Sachs & Co. LLC” section of the proxy statement as the “Transaction”). Goldman Sachs’ opinion is not a recommendation as to how any holder of Company common stock should vote with respect to the Transaction, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for shares of Company common stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the industrials industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the Company’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Company’s consent that the Company forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect on the expected benefits of the Transaction in any way meaningful to its analysis. Goldman Sachs also assumed that the Transaction will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the Transaction or the relative merits of the Transaction as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, the Company. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates) of shares of Company common stock, as of the date of the opinion, of the merger consideration to be paid to such holders pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and its opinion did not address, any other term or aspect of the merger agreement or the Transaction or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the Transaction, including the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons in connection with the Transaction, whether relative to the merger consideration to be paid to the holders (other than Parent and its affiliates) of shares of Company common stock pursuant to the merger agreement or otherwise. Goldman Sachs’ opinion is necessarily based on economic, monetary market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of Company common stock will trade at any time, as to the potential effects of

volatility in the credit, financial and stock markets on the Company or Parent or the Transaction, or as to the impact of the Transaction on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Company Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before June 18, 2026, the last trading day before the public announcement of the Transaction, and is not necessarily indicative of current market conditions.

Goldman Sachs reviewed the historical trading prices and volumes for shares of Company common stock for the three-year period ended June 18, 2026. In addition, Goldman Sachs analyzed the merger consideration to be paid to holders of shares of Company common stock pursuant to the merger agreement in relation to (i) the closing price per share of Company common stock on June 18, 2026, (ii) the volume weighted average price (“VWAP”) per share of Company common stock for the preceding 90-day period ended June 18, 2026, (iii) the VWAP per share of Company common stock for the preceding 60-day period ended June 18, 2026, (iv) the VWAP per share of Company common stock for the preceding 30-day period ended June 18, 2026, (v) the all-time / 52-week high price per share of Company common stock as of June 18, 2026 and (vi) the median analyst price target per share of Company common stock as of June 18, 2026.

This analysis indicated that the merger consideration to be paid to the holders of Company common stock pursuant to the merger agreement represented:

Using the Company forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company to derive a range of illustrative present values per share of Company common stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 10.5% to 12.0%, reflecting estimates of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of March 31, 2026 (i) estimates of unlevered free cash flow for the Company for (a) the last three quarters of fiscal year 2026 and (b) fiscal years 2027 through 2031 as reflected in the Company forecasts and (ii) a range of illustrative terminal values for the Company, which were calculated by applying terminal year exit enterprise value (“EV”) to last twelve month (“LTM”) EBITDA multiples (“EV/LTM EBITDA”) ranging from 11.0x to 13.0x, to a terminal year estimate of the EBITDA to be generated by the

Company, as reflected in the Company forecasts (which analysis implied perpetuity growth rates ranging from 4.8% to 7.1%). The range of terminal year exit EV/LTM EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of the Company. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the Company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the Company, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative EVs for the Company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative EVs it derived for the Company the amount of the Company’s net debt (pro forma for 2026E cash usage for mergers and acquisitions), as provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a range of illustrative equity values for the Company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of the Company, as provided by and approved for Goldman Sachs’ use by the management of the Company, using the treasury stock method, to derive a range of illustrative present values per share of Company common stock ranging from $112.03 to $141.45.

Using the Company forecasts, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Company common stock. For this analysis, Goldman Sachs first calculated the implied EV for the Company as of December 31 for each of the fiscal years 2026 through 2028, by applying a range of multiples of illustrative EV to next twelve month (“NTM”) EBITDA (“EV/NTM EBITDA”) of 10.5x to 12.5x to estimates of the Company’s NTM EBITDA for each of the fiscal years 2026 through 2028. This illustrative range of EV/NTM EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical EV/NTM EBITDA multiples for the Company.

Goldman Sachs then subtracted the amount of the Company’s net debt for each of the fiscal years 2026 to 2028, each as provided by and approved for Goldman Sachs’ use by the management of the Company, from the respective implied EV in order to derive a range of illustrative equity values as of December 31 for the Company for each of the fiscal years 2026 to 2028. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of Company common stock for each of fiscal years 2026 to 2028, calculated using information provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a range of implied future values per share of Company common stock. Goldman Sachs then added the cumulative dividends per share of Company common stock expected to be paid to holders of shares of Company common stock through the end of each of fiscal years 2026 to 2028, using the Company forecasts. Goldman Sachs then discounted these implied future equity values per share of Company common stock to March 31, 2026, using an illustrative discount rate of 12.7%, reflecting an estimate of the Company’s cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $113.87 to $142.31 per share of Company common stock.

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from January 1, 2015 through June 17, 2026 involving a public company in the industrial, consumer or natural resources industry based in the United States as the target where the disclosed EVs for the transaction were greater than $5 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the 52 transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 30% across the period. This analysis also indicated a 25th percentile premium of 24% and 75th percentile premium of 41% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 24% to 41%

to the undisturbed closing price per share of Company common stock of $135.84 as of June 18, 2026 and calculated a range of implied equity values per share of Company common stock of $167.90 to $191.05.

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from January 1, 2015 through June 17, 2026 involving a public company in the industrial, consumer or natural resources industry based in the United States as the target where the disclosed EVs for the transaction were greater than $5 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the 52 transactions relative to the target’s 52-week high stock price prior to announcement of the transaction. This analysis indicated a median premium of 7% across the period. This analysis also indicated a 25th percentile premium of 1% and 75th percentile premium of 14% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 1% to 14% to the 52-week high price per share of Company common stock of $135.84 as of June 18, 2026 and calculated a range of implied equity values per share of Company common stock of $137.78 to $154.92.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or the Transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Company Board as to the fairness from a financial point of view to the holders (other than Parent and its affiliates) of shares of Company common stock of the merger consideration to be paid to such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arm’s-length negotiations between the Company and CRH and was approved by the Company Board. Goldman Sachs provided advice to the Company during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or the Company Board or that any specific amount of consideration constituted the only appropriate consideration for the Transaction.

As described above, Goldman Sachs’ opinion to the Company Board was one of many factors taken into consideration by the Company Board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C.

Goldman Sachs and its affiliates (collectively, “Goldman Sachs Affiliated Entities”) are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, any of their respective affiliates and third parties, including CRH (collectively, “Relevant Parties”) or any currency or commodity that may be involved in the Transaction. Goldman Sachs acted as financial advisor to the Company in connection with, and participated in certain of the negotiations leading to, the Transaction. During the two-year period ended

June 21, 2026, Goldman Sachs Investment Banking was not engaged by the Company or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. During the two-year period ended June 21, 2026, Goldman Sachs Investment Banking was not engaged by CRH or its affiliates (including Parent) to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs Investment Banking is not currently mandated by CRH and/or its Related Entities (as defined below) (including Parent) to provide to any such person financial advisory and/or underwriting services. Goldman Sachs Investment Banking is not currently soliciting CRH and/or its Related Entities (including Parent) to work on financial advisory and/or underwriting matters for any such persons on which it has not been mandated. Goldman Sachs may in the future provide financial advisory and/or underwriting services to the Relevant Parties and their respective affiliates for which Goldman Sachs Investment Banking may receive compensation.

As of June 21, 2026, Goldman Sachs Affiliated Entities had (i) no direct GS Principal Investment (as defined below) in the Company and/or its affiliates and (ii) no direct GS Principal Investment in CRH and/or its Related Entities (including Parent).

On the public side of Goldman Sachs’ informational wall (the “Public Side”) and in the ordinary course of its various business activities, Goldman Sachs Affiliated Entities may also own equity securities in the Relevant Parties, and/or their respective affiliates arising from engaging in market making, trade execution, clearing, custody, margin lending and other similar financing transactions, securities lending, and related activities (including by acting as agent for third parties executing their transactions or as principal supplying liquidity to market participants, and any related hedging, other risk management or inventory management) (collectively, “Market Making Activities”), which positions change frequently. Regulatory, informational and operational barriers separate the Public Side from Goldman Sachs Investment Banking.

For purposes of this “—Opinion of Goldman Sachs & Co. LLC” section of this proxy statement, (x) Goldman Sachs relied on its books and records to (i) unless otherwise indicated, calculate all amounts and (ii) determine whether an entity is an affiliate, portfolio company, subsidiary or majority-owned subsidiary of another entity, and (y) the following terms have the definitions set forth below:

“GS Principal Investments” (including any associated commitments) are (i) direct balance sheet investments in equity interests or equity securities held by Goldman Sachs Affiliated Entities for its own account or (ii) direct investments in equity interests held by a fund managed by a Goldman Sachs Affiliated Entity which fund is primarily for the benefit of Goldman Sachs Affiliated Entities and/or its current and former employees and not third party clients. GS Principal Investments do not include equity interests arising from Market Making Activities, equity derivatives, convertible debt instruments or warrants or equity kickers received in connection with senior secured loans, mezzanine loans, warehouse loans, preferred equity with a fixed rate of return or other similar types of financing transactions (which may also be subject to hedging or other risk-mitigating instruments). GS Principal Investments also do not include investments by funds managed by Goldman Sachs Affiliated Entities which funds are almost entirely for the benefit of third-party clients (“GS Client Funds”), which funds can co-invest alongside, and/or make Investments in, the Relevant Parties or their respective Related Entities. As investment managers for GS Client Funds, Goldman Sachs Affiliated Entities are required to fulfill a fiduciary responsibility to GS Client Funds in making decisions to purchase, sell, hold or vote on, or take any other action with respect to, any financial instrument.

“Related Entities” are, as applicable, a person or entity’s subsidiaries, affiliates, portfolio companies and/or funds managed thereby.

The Company Board selected Goldman Sachs as one of its financial advisors because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction. Pursuant to a letter agreement dated June 17, 2026, the Company engaged Goldman Sachs to act as its financial advisor in connection with the Transaction. The engagement letter between the Company and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $41 million, $5 million of which became payable at announcement of the Transaction, and the remainder of which is contingent upon consummation of the Transaction. In addition, the Company has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Although the Company does issue limited annual guidance to investors, the Company does not, as a matter of course, publicly disclose detailed, long-term financial forecasts or internal projections as to future financial performance, earnings or other results. The Company is especially cautious of making financial forecasts due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates, as discussed below. However, in connection with consideration of the merger, the Company’s management prepared certain unaudited internal financial analyses and forecasts regarding the Company’s future performance for the remainder of 2026 and each year from 2027 to 2031 on a standalone basis, without giving effect to the merger (the “Company forecasts”), and provided the Company forecasts to the Company Board in connection with its evaluation of the merger and to each of Evercore and Goldman Sachs in their capacity as financial advisors to the Company Board, as approved by the Company for use thereby and reliance thereon in connection with their respective financial analyses and opinions. See “—Opinion of Financial Advisors.” Certain portions of the Company forecasts were also provided to Parent.

The summary of the Company forecasts set forth below is included in this proxy statement to give Company stockholders access to non-public information, some or all of which was provided to the Company Board, Parent and Evercore and Goldman Sachs for the purposes described above. This information has not been included to influence your decision whether to vote for or against the merger agreement proposal or any other proposal to be considered at the special meeting. The inclusion of this information should not be regarded as an indication that the Company Board, its financial advisors, Parent or any other person considered, or now considers, these forecasts to be material or to be necessarily predictive of actual future performance or results, or that any aspect thereof should be construed as financial guidance, and these forecasts should not be relied upon as such.

The Company forecasts were prepared solely for internal use and are subjective in many respects. While presented with numeric specificity, the Company forecasts reflect a number of estimates and assumptions that are inherently uncertain and may be beyond the Company’s control and, upon consummation of the merger, will be beyond the control of Parent and the surviving corporation. The Company forecasts reflect both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The Company believes these estimates and assumptions were reasonable when they were prepared given the information available to management at the time. Important factors that may affect actual results and cause these forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to the Company’s business (including its ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, the regulatory environment, general business and economic conditions and other factors, including those identified in “Forward-Looking Statements.” In addition, because the Company forecasts cover multiple years, this information by its nature becomes less predictive with each successive year. There can be no assurance that the Company forecasts will be realized or that actual results will not be significantly higher or lower than forecasted.

Furthermore, the Company forecasts do not account for any circumstances or events occurring after the date they were prepared. The Company forecasts do not take into account the possible financial and other effects of the merger, the effect on the Company of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the Company forecasts do not take into account the effect on the Company of any possible failure of the merger to occur. The Company can give no assurance that, had the Company forecasts been prepared as of the date of this proxy statement or the date of the special meeting, similar estimates and assumptions would be used. Except as required by applicable securities laws, the Company does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the Company forecasts to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, including with respect to changes in general economic or industry conditions.

In addition, the Company forecasts were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles in the United States (“GAAP”), the published guidelines of the SEC regarding projections and the use of non-GAAP measures or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Company forecasts include non-GAAP financial measures, including Adjusted EBITDA and Unlevered Free Cash Flow, because the Company believed it could be useful in evaluating, on a prospective basis, the Company’s potential operating performance and cash flow. Non-GAAP financial measures should not be considered in isolation from, as a substitute for or superior to, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. The Company forecasts were prepared by, and are the responsibility of, the Company’s management. Neither the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Company forecasts, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

The non-GAAP financial measures included in the Company forecasts were prepared by the Company’s management and approved by the Company for use by Evercore and Goldman Sachs and were used and relied on by Evercore and Goldman Sachs in connection with rendering their opinions and performing their financial analyses in connection therewith and by the Company Board for its consideration of the merger. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Company forecasts, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Company forecasts are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to the most directly comparable GAAP financial measure. Reconciliations of these non-GAAP financial measures were not provided to or relied on by the Company Board, Evercore or Goldman Sachs in connection with their respective evaluations of the merger. Accordingly, the Company has not provided a reconciliation of the non-GAAP financial measures included in the Company forecasts to the relevant GAAP financial measures.

Neither the Company nor any of its affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any stockholder or other person regarding the information included in the Company forecasts. The Company did not make any representation to Parent or merger sub in the merger agreement regarding these forecasts. The Company forecasts are forward-looking statements. For information on factors that may cause the Company’s future financial results to materially vary, see “Forward-Looking Statements” on page 17.

In light of the foregoing, and considering that the special meeting will be held several months after the Company forecasts were prepared, as well as the uncertainties inherent in any forecasted information discussed above, Company stockholders are cautioned not to place undue reliance on this information, and the Company urges all stockholders to review its most recent SEC filings for a description of its reported financial results. See “Where You Can Find More Information” on page 93.

The following is a summary of the Company forecasts prepared by Company management and provided to the Company Board and its advisors. The information presented in the table below is for continuing operations⁽¹⁾:

On June 22, 2026, in connection with the execution of the merger agreement, CRH America Finance, Inc. (as borrower) (the “CRH Borrower”) and CRH (as guarantor) and the lenders party thereto entered into a $5.75 billion bridge facility agreement (the “Bridge Facility”) under which the amounts borrowed may be used to: (i) pay, in part, the consideration payable under the merger agreement, (ii) refinance certain of the Company’s existing debt and (iii) pay fees and expenses related to the merger. On July 17, 2026, the CRH Borrower (as borrower) and CRH (as guarantor) entered into a term loan facility agreement with the lenders party thereto, pursuant to which such lenders have committed to provide a $2.5 billion term loan facility (the “Term Loan Facility”). As a result of the Term Loan Facility, the commitments under the Bridge Facility were reduced to $3.25 billion. CRH expects to replace all or a portion of the remaining commitments under the Bridge Facility with one or more alternative financings prior to closing of the merger. CRH anticipates that the definitive documentation governing such alternative financings will contain customary covenants for financing transactions of a similar nature and will carry an interest rate based on then current market conditions. The terms of such alternative financings are not committed, and the exact terms and interest rate of such financings will be subject to market conditions. There can be no assurance regarding if or when such alternative financings will be consummated or the terms of such financings. At closing of the merger, Parent expects to use the proceeds of the loans under the Bridge Facility and the Term Loan Facility (and/or such alternative financing), together with cash on hand, to pay its obligations in respect of the merger agreement.

If the merger agreement proposal receives the required approvals of the stockholders described elsewhere in this proxy statement and the other conditions to the closing of the merger are either satisfied or waived and the merger agreement is not otherwise terminated in accordance with its terms, merger sub will be merged with and into the Company upon the terms set forth in the merger agreement. As the surviving company in the merger, the Company will continue to exist following the merger as a wholly owned subsidiary of Parent.

The Company’s Restated Certificate of Incorporation (the “Company Charter”) and the Company Bylaws will be amended as a result of the merger to be substantially the same as those of merger sub immediately prior to the effective time of the merger (except that the name of merger sub in its certificate of incorporation and bylaws will be changed to that of the Company and such certificate of incorporation and bylaws will include provisions related to elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are set forth in the Company Charter and the Company Bylaws), and the certificate of incorporation and bylaws of the Company as so amended will be the certificate of incorporation and bylaws of the surviving company.

Following the merger, all of the common stock of the Company will be owned, beneficially and as of record, by Parent, and none of the current holders of the Company common stock will, by virtue of the merger, have any direct ownership interest in, or be a stockholder of, the Company, the surviving company or Parent. As a result, the holders of the Company common stock will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of the Company common stock. Following the merger, Parent will benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value.

Upon consummation of the merger, each share of Company common stock issued and outstanding immediately prior to the effective time of the merger (other than Company restricted stock awards, cancelled shares and dissenting shares (each as defined in “The Merger Agreement—Consideration To Be Received

in the Merger”)) will be converted into the right to receive the merger consideration and all shares of Company common stock so converted will, at the effective time, be canceled. Please see the section of this proxy statement entitled “The Merger Agreement—Consideration To Be Received in the Merger.”

For information regarding the effects of the merger on the Company’s outstanding equity awards, please see the sections entitled “The Merger Agreement—Treatment of Company Equity Awards” and “Interests of the Company’s Directors and Executive Officers in the Merger.”

The Company common stock is currently registered under the Exchange Act and trades on the NYSE and the NYSE Texas under the symbol “ACA.” Following the consummation of the merger, shares of Company common stock will no longer be traded on the NYSE, the NYSE Texas or any other public market. In addition, the registration of the Company common stock under the Exchange Act will be terminated or suspended, as applicable, and the Company will no longer be required to file periodic and other reports with the SEC with respect to the Company common stock or otherwise. Parent will become the beneficiary of the cost savings associated with the Company’s no longer being subject to the reporting requirements under the federal securities laws.

In the event that the merger agreement proposal does not receive the required approvals of the stockholders described elsewhere in this proxy statement, or if the merger is not completed for any other reason, the

Company’s stockholders will not receive any payment for their shares of Company common stock in connection with the merger. Instead, the Company expects that its management will operate the Company’s business in a manner similar to that in which it is being operated today and the Company will remain an independent public company, the Company common stock will continue to be listed and traded on the NYSE and the NYSE Texas, the Company common stock will continue to be registered under the Exchange Act and the Company’s stockholders will continue to own their shares of the Company common stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of the Company common stock.

If the merger is not completed, there can be no assurances as to the effect of these risks and opportunities on the future value of your shares of Company common stock, including the risk that the market price of the Company common stock may decline to the extent that the current market price of the Company common stock reflects a market assumption that the merger will be completed. If the merger is not completed, there can be no assurances that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted or that stockholders will ever receive a control premium for their shares. Pursuant to the merger agreement, under certain circumstances the Company is permitted to terminate the merger agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled “The Merger Agreement—Termination of the Merger Agreement.”

Under certain circumstances, if the merger is not completed, the Company may be obligated to pay Parent a termination fee. Please see the section of this proxy statement entitled “The Merger Agreement—Termination Fee Payable by the Company.”

The Company’s directors and executive officers have interests in the merger that are in addition to, or different from, the interests of other stockholders. The Company Board was aware of these interests and considered them, among other matters, in evaluating and approving the merger agreement and the merger, and in recommending the approval of the merger agreement proposal, the merger-related compensation proposal, and the adjournment proposal to the Company’s stockholders. These interests are described in further detail below.

Subject to the terms of the merger agreement, at the effective time, each Company equity award granted prior to the date of the merger agreement and outstanding and unvested immediately prior to the effective time of the merger will become vested and be settled in cash, without interest, in an amount equal to (x) the

number of shares subject to the applicable Company equity award, multiplied by (y) the $150.00 per share merger consideration, plus the amount of any accrued but unpaid dividend equivalents with respect to such Company equity award, less any applicable tax withholding. The number of shares of Company common stock subject to any portion of any Company equity award that vests based on achievement of pre-established performance criteria will be determined with performance levels deemed achieved at the greater of (x) 100% of the target level of all performance measures and (y) the actual level of performance achieved prior to the effective time of the merger, as determined by the Company Board (or an appropriate committee thereof).

Each Company RSU award granted on or following the date of the merger agreement (in accordance with the merger agreement and the disclosure schedules) and outstanding immediately prior to the effective time will be assumed by CRH and converted upon the effective time into a converted RSU award in respect of a number of CRH shares equal to the number of shares of Company common stock underlying the Company RSU award as of immediately prior to the effective time, multiplied by the quotient of (x) $150.00 divided by (y) the volume-weighted average price of a CRH share on the NYSE, as reported by Bloomberg, L.P., for the five consecutive trading days ending on (and including) the last trading day prior to the closing date (rounded to the nearest whole CRH share). Each converted RSU award will remain subject to the same time-based vesting schedule, continued service requirements and vesting acceleration and forfeiture provisions that applied to the corresponding Company RSU award immediately prior to the effective time, subject to certain non-substantive changes to reflect the assumption and conversion of the converted RSU award by CRH.

The following table sets forth, for each individual who served as an executive officer or non-employee director of the Company since January 1, 2025, the aggregate number of shares of Company common stock subject to unvested Company restricted stock awards and Company RSU awards (with awards subject to performance-based vesting conditions assuming achievement of target performance) held by such individuals as of July 22, 2026. The estimated value of the Company equity awards have been calculated based on the $150.00 per share merger consideration, plus any accrued but unpaid dividend equivalents.

Each of the Company’s current executive officers is a participant in the CIC plan. The CIC plan contains a “double trigger” provision that requires both a change in control of the Company and a qualifying termination of the executive officer’s employment for any severance to be payable thereunder. The merger will be considered a change in control for purposes of the CIC plan. Pursuant to the CIC plan, if an executive officer’s employment is terminated by the Company without “cause” or by the participant for “good reason ” (each as defined in the CIC plan), in each case, within six months prior to and in connection with, or within two years following, the merger, then such executive officer will be eligible to receive the following:

The executive officers are required to execute a release in favor of the Company to be eligible to receive the CIC plan benefits. The CIC plan also contains certain non-competition, non-solicitation and non-recruitment covenants for 12 months following termination of employment, as well as confidentiality obligations and non-disparagement covenants that survive indefinitely.

The CIC plan does not include excise tax gross ups. In the event payments under the CIC plan would trigger the “golden parachute” excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), such payments will be reduced if such reduction would result in a greater after-tax benefit to the executive officer.

For an estimate of the value of the payments and benefits described above that would be payable to the named executive officers under the CIC plan upon a qualifying termination in connection with the merger, see the section entitled “Named Executive Officer Merger-Related Compensation” below.

Certain of the Company’s current executive officers hold unvested Trinity Career Shares (which were granted by Trinity Industries, Inc., the former parent company of the Company (“Trinity”), prior to the Company’s spin-off transaction in 2018) that are expected to be forfeited at the closing of the merger. The Company will provide such executive officers a cash retention bonus with respect to their unvested Trinity Career Shares, subject to their continued employment or service with the Company through the effective time.

In addition, Mr. Carrillo holds 17,214 deferred restricted stock units of Trinity and Mr. Best holds 69,970 deferred restricted stock units of Trinity. Mr. Carrillo also holds deferred cash retainer fees (including interest earned thereon) which were previously granted to and earned by him for his services as a non-employee director of Trinity. Such restricted stock units and cash fees are fully vested and will be settled and paid, as applicable, upon separation from service from the Company.

At the effective time, the directors of merger sub will be the initial directors of the surviving company and the officers of merger sub immediately prior to the effective time will be the initial officers of the surviving company, in each case, until the earlier of their resignation or removal or until their successors are duly elected and qualified, subject to the surviving company’s certificate of incorporation and bylaws and the DGCL.

Under the merger agreement, Parent agreed that the Company’s current and former directors and officers will be indemnified and held harmless for six years following the effective time, and will be entitled to the advancement of expenses, to the fullest extent permitted under applicable law and the Company Charter and Company Bylaws for acts or omissions occurring at or prior to the effective time. In addition, at or prior to the effective time, the Company will cause the surviving company to obtain and pay the premium for a six year prepaid non-cancelable “tail policy” providing directors’ and officers’ liability insurance on terms that are substantially equivalent to the coverage provided under the Company’s existing policies, with respect to matters arising at or prior to the effective time (subject to a 300% cap on the cost of such insurance as compared to premiums paid in the 2026 fiscal year). For more information, see “The Merger Agreement—Directors’ and Officers’ Indemnification and Insurance.”

As of the date of this proxy statement, none of the Company’s directors or executive officers have entered into any amendments or modifications to their existing or any new employment, compensation or other agreements or arrangements with the Company in connection with the merger, nor have they entered into any such agreements or arrangements with Parent or its affiliates. The merger is not conditioned upon any director or executive officer of the Company entering into any such agreements or arrangements.

It is possible that the Company’s employees, including executive officers, will enter into new compensation arrangements with Parent or its affiliates. Such arrangements may include agreements regarding future terms of employment or the right to receive retention awards.

The merger agreement provides that Parent will provide, or cause the surviving company to provide, to any continuing employee, the compensation and benefits described under “The Merger Agreement—Employee Benefits Matters.”

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of the named executive officers that is based on or otherwise relates to the merger, which is referred to as “golden parachute” compensation by the applicable SEC disclosure rules. The individuals disclosed within this section, the named executive officers, are Antonio Carrillo, President and Chief Executive Officer; Gail M. Peck, Chief Financial Officer; Kerry S. Cole, Group President; Reid S. Essl, Group President; Bryan P. Stevenson, Chief Legal Officer; and Jesse E. Collins, Jr., former Group President.

The amounts set forth in the table are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement and in the footnotes to the table. As a result, the actual amounts, if any, that a named executive officer will receive may materially differ from the amounts set forth in the table. The calculations in the table below do not include amounts the Company’s named executive officers were already entitled to receive or vested in as of the date hereof.

The table below assumes that (i) the effective time will occur on July 22, 2026, (ii) the employment of the named executive officer will be terminated on such date in a manner entitling the named executive officer to receive severance payments and benefits under the terms of the CIC plan (and each named executive officer has properly executed any required releases and complied with all requirements (including any applicable restrictive covenants) necessary in order to receive the payments and benefits), (iii) the named executive officer’s base salary and annual target bonus remain unchanged from those in place as of July 22, 2026, (iv) no named executive officer receives any additional equity grants to acquire Company common stock on or prior to the effective time and equity awards outstanding as of July 22, 2026 do not otherwise vest prior to the effective time, (v) no payments are reduced to produce a better after-tax result after application of the excise tax under Sections 280G and 4999 of the Code, and (vi) no named executive officer enters into new agreements or is otherwise legally entitled to, prior to the effective time, additional compensation or benefits. For a narrative description of the terms and conditions applicable to the payments quantified in the table below, see the full “Interests of the Company’s Directors and Executive Officers in the Merger” section.

The following is a general discussion of certain U.S. federal income tax consequences of the merger to a U.S. Holder who holds its stock as a capital asset within the meaning of section 1221 of the Code. This discussion does not address U.S. federal income tax consequences with respect to holders other than U.S. Holders. This discussion is based on the Code, the U.S. Treasury Department regulations issued under the Code (“Treasury Regulations”), and administrative rulings and court decisions in effect as of the date of this proxy statement, all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. Any such change or interpretation could affect the accuracy of the statements and conclusions set forth herein. This discussion is not binding on the Internal Revenue Service (the “IRS”) or a court and there can be no assurance that the tax consequences described in this discussion will not be challenged by the IRS or that they would be sustained by a court if so challenged. No ruling has been or will be sought from the IRS, and no opinion of counsel has been or will be rendered, as to the U.S. federal income tax consequences of the merger.

For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of Company common stock that is for U.S. federal income tax purposes (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity or arrangement classified as a corporation) created or organized under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (B) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

This discussion is not a complete description of all of the U.S. federal income tax consequences of the merger and, in particular, does not address U.S. federal income tax considerations applicable to U.S. Holders who are subject to special treatment under U.S. federal income tax law including, for example, partnerships (or any entities or arrangements classified as partnerships or pass-through entities for U.S. federal income tax purposes) and partners therein, financial institutions, dealers in securities, insurance companies, currency dealers, traders in securities who elect to use the mark-to-market method of accounting, tax-exempt investors, S corporations, holders whose functional currency is not the U.S. dollar, regulated investment companies, real estate investment trusts, corporations that accumulate earnings to avoid U.S. income tax, holders who hold Company common stock through individual retirement, tax-deferred or other retirement accounts, U.S. expatriates, former long-term residents of the United States, holders who hold their Company common stock through a bank, financial institution or other entity, or a branch thereof, located, organized or resident outside the United States, U.S. holders subject to special tax accounting rules as a result of any item of gross income with respect to their Company common stock being taken into account in an “applicable financial statement” (as defined in the Code), holders who acquired Company common stock pursuant to the exercise of an employee stock option or right or otherwise as compensation, and holders who hold Company common stock as part of a hedge, straddle, constructive sale, conversion transaction, or other integrated or risk reduction investment. Also, this discussion does not address U.S. federal income tax considerations applicable to a holder of Company common stock who exercises appraisal rights under the DGCL. In addition, no information is provided with respect to the tax consequences of the merger under any U.S. federal law other than income tax laws (including, for example, the U.S. federal estate, gift, Medicare, and alternative minimum tax laws), or any applicable state, local, or foreign tax laws. This discussion does not address the impact of Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith. This discussion does not address the tax consequences of any transaction other than the merger.

If an entity or arrangement classified as a partnership for U.S. federal income tax purposes holds Company common stock, the tax treatment of a partner in such a partnership will generally depend on the status of the partner and the activities of the partnership. Each entity or arrangement classified as a partnership for U.S. federal income tax purposes that holds Company common stock, and each partner in such partnership, is urged to consult its tax advisor regarding the tax consequences of the merger under its specific circumstances.

The tax consequences of the merger will depend on a holder’s specific situation. Each U.S. Holder is urged to consult its tax advisor as to the tax consequences of the merger relevant to such U.S. Holder’s particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, non-U.S. or other tax laws and of changes in those laws.

The receipt of cash by a U.S. Holder in exchange for shares of Company common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. Holder who receives cash in exchange for shares of Company common stock pursuant to the merger will recognize capital gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received in the merger and (ii) such U.S. Holder’s adjusted tax basis in its Company common stock exchanged therefor.

A U.S. Holder’s adjusted tax basis in its shares of Company common stock will generally equal the price such U.S. Holder paid for such shares. If a U.S. Holder’s holding period in the shares of Company common stock surrendered in the merger is greater than one year as of the date of the merger, the gain or loss will generally be long-term capital gain or loss. Long-term capital gains of certain individuals and other non-corporate U.S. Holders are generally subject to U.S. federal income tax at preferential rates. The deductibility of a capital loss may be subject to limitations. If a U.S. Holder acquired different blocks of Company common stock at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of Company common stock.

Payments of cash to a U.S. Holder of Company common stock pursuant to the merger may, under certain circumstances, be subject to information reporting and backup withholding, unless the U.S. Holder provides proof of an applicable exemption or furnishes its correct taxpayer identification number, and otherwise complies with all applicable requirements of the backup withholding rules. In addition, if the paying agent is not provided with a U.S. Holder’s correct taxpayer identification number or other adequate basis for exemption, the U.S. Holder may be subject to certain penalties imposed by the IRS. Certain U.S. Holders (such as corporations) are exempt from backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a U.S. Holder’s U.S. federal income tax liability, if any, provided that such U.S. Holder timely furnishes the required information to the IRS.

Each U.S. Holder is urged to consult its tax advisor with respect to the tax consequences of the merger in its particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local, non-U.S. or other tax laws and of changes in those laws.

Stockholders may file lawsuits challenging the merger, which may name the Company, Parent, CRH, members of the Company Board, members of the board of directors of CRH, or others as defendants. As of the date of this proxy statement, no stockholder litigation related to the merger agreement has been brought against the Company or any members of the Company Board.

The outcome of any pending or future litigation is uncertain. Such litigation, if not resolved, could prevent or delay consummation of the merger and result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the merger is that no governmental entity of competent jurisdiction (i) enacted, issued or promulgated any law or order that is in effect or (ii) issued or granted any order or injunction (whether temporary, preliminary or permanent) that is in effect, in each case which has the effect of restraining, enjoining or otherwise prohibiting the consummation of the merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the merger, then such injunction may prevent the merger from being consummated, or from being consummated within the expected time frame.

Under the terms of the merger agreement, the merger cannot be consummated until (i) the applicable waiting period (and any extension thereof) under the HSR Act has expired or been terminated (ii) any

agreement between the FTC or DOJ, on the one hand, and the Company and Parent, on the other hand, prohibiting the consummation of the transactions contemplated by the merger agreement, including the merger, has expired or been terminated, and (iii) the governmental approvals required under the regulatory laws of the required jurisdictions have been obtained or waived or any time period in relation to such approval has expired or has been terminated. Under the HSR Act and the rules promulgated thereunder by the FTC, the merger cannot be consummated until each of the Company and Parent files a notification and report form with the FTC and the Antitrust Division of the DOJ under the HSR Act and the applicable waiting period has expired or been terminated. Each of the Company and Parent filed such a notification and report form on July 6, 2026. If the FTC or DOJ issues a request for additional information and documents prior to the expiration of the initial waiting period, the waiting period with respect to the transactions contemplated by the merger agreement, including the merger, would be extended until 30 days following the date by which both CRH and the Company have substantially complied with their respective Second Requests, unless the FTC or DOJ terminated the additional waiting period before expiration. At any time before or after consummation of the merger, notwithstanding the termination of the waiting period under the HSR Act, the Antitrust Division of the DOJ or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, or part of it, seeking divestiture of substantial assets of the Company or Parent, requiring the Company or Parent to license, or hold separate, assets or terminating existing relationships and contractual rights.

In addition to the expiration or termination of the waiting period under the HSR Act, the completion of the merger is also conditioned on the receipt of certain approvals or clearances (or the expiration or termination of applicable waiting or review periods) under the antitrust laws of Australia and Mexico. Under the terms of the merger agreement, the merger cannot be consummated until (i) the requisite clearance or approval has been obtained from, or the applicable waiting or review period has expired or been terminated following notification to, the Australian Competition and Consumer Commission under the applicable antitrust laws of Australia, and (ii) the requisite clearance or authorization has been obtained from, or the applicable waiting period has expired or been terminated following notification to, the Comisión Nacional Antimonopolio (the National Antitrust Commission of Mexico) under the Mexican Federal Economic Competition Law (Ley Federal de Competencia Económica). In addition, to the extent that the foreign investment laws of Canada impose a suspensory obligation in respect of the merger (such that an approval, or the expiration, waiver or termination of an applicable waiting or other time period, is legally required prior to the closing), the completion of the merger will also be conditioned on the receipt of such approval, or the expiration, waiver or termination of such period, under the Investment Canada Act. A preemptive filing was submitted in Canada on July 17, 2026 under the existing Investment Canada Act regime to discharge any potential future suspensory obligation, and the antitrust filings required in Australia and Mexico were submitted on July 21, 2026 and July 23, 2026, respectively.

At any time before or after the consummation of the merger, and notwithstanding the termination of the waiting period under the HSR Act, state attorneys general and other regulators could take such action under state law or the antitrust laws of the United States, as they deem necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the Company or Parent. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

Other state or foreign antitrust, competition and foreign investment authorities could take action under the antitrust or other laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the applicable laws under some circumstances. There can be no assurance that the merger will not be challenged or, if such a challenge were made, that it would not be successful. The parties cannot assure you that these regulatory clearances and approvals will be timely obtained or obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the merger, including the requirement to divest assets, create or modify contractual rights or obligations or enter into supply or services agreements. These conditions could result in the conditions to the merger not being satisfied.

The following is a summary of certain material terms of the merger agreement and is qualified in its entirety by reference to the complete text of the merger agreement, which is included as Annex A to this proxy statement and is incorporated herein by reference in its entirety. This summary is not intended to provide you with any other factual information about the Company, Parent or merger sub. You are urged to read the merger agreement carefully and in its entirety as well as this proxy statement before making any decisions regarding the merger.

The representations, warranties and covenants contained in the merger agreement were made by the parties thereto only for purposes of the merger agreement and as of specified dates, were made solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the merger agreement, may have been made for the purpose of allocating contractual risk between the parties rather than establishing matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors and securityholders are not third-party beneficiaries of the representations, warranties or covenants under the merger agreement and should not rely on the representations, warranties or covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the Company, Parent, merger sub or any of their respective businesses, subsidiaries or affiliates. In addition, the representations, warranties, covenants, conditions and other terms of the merger agreement may be subject to subsequent waiver or modification, and information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. See “Where You Can Find More Information” beginning on page 93 of this proxy statement.

At the effective time of the merger, subject to the satisfaction or waiver of the conditions set forth in the merger agreement, merger sub will be merged with and into the Company, whereupon the separate existence of merger sub will cease, with the Company surviving the merger. Following the merger, the Company will be a direct or indirect wholly owned subsidiary of Parent. The certificate of incorporation and the bylaws of merger sub as in effect immediately prior to the effective time will be the certificate of incorporation and bylaws, respectively, of the surviving company; provided that the name of the surviving company will be “Arcosa, Inc.” Unless otherwise determined by Parent prior to the effective time of the merger, the directors and officers of merger sub immediately prior to the effective time of the merger, from and after the effective time of the merger, will be the initial directors and officers of the surviving company until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be.

Unless otherwise mutually agreed by the Company and Parent, the closing of the merger will take place at 8:00 a.m., New York City time, on the third business day following the satisfaction or, to the extent permitted by applicable law, waiver of the last of the conditions set forth in the merger agreement and described in the section entitled “ —Conditions to Completion of the Merger” (other than any such conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of such conditions at the closing).

The merger will become effective at such date and time as the certificate of merger is duly filed with the Secretary of State of the State of Delaware or on such later date and time as may be agreed by the Company and Parent and specified in the certificate of merger.

As of the date of this proxy statement, the Company anticipates that the merger will be completed in the first quarter of 2027. However, completion of the merger is subject to the satisfaction or, to the extent permitted by applicable law, waiver of the conditions to the completion of the merger, which are described below and include regulatory clearances and approvals, and it is possible that factors outside the control of the Company or Parent could delay the completion of the merger, or prevent it from being completed at all. There may be a substantial amount of time between the special meeting and the completion of the merger. We expect to complete the merger promptly following the receipt of all required approvals.

At the effective time, each share of Company common stock issued and outstanding immediately prior to the effective time (other than Company restricted stock awards, cancelled shares and dissenting shares (each as defined below)) will be converted into the right to receive $150.00 in cash, without interest, less any applicable withholding taxes. At the effective time, all such shares of Company common stock will cease to be outstanding, will be automatically cancelled and will cease to exist, and each applicable holder of such shares of Company common stock will thereafter only have the right to receive the merger consideration therefor upon the surrender of such shares.

At the effective time, each share of Company common stock that is, immediately prior to the effective time, owned or held in treasury by the Company or is owned by Parent or merger sub (collectively, the “cancelled shares”) will automatically be cancelled and retired and will cease to exist, and no consideration or payment will be delivered in exchange therefor or in respect thereof.

Shares of Company common stock issued and outstanding immediately prior to the effective time (other than cancelled shares) and held by a holder who did not vote in favor of the adoption of the merger agreement (or consent thereto in writing) and has properly exercised appraisal rights in respect of such shares in accordance with Section 262 of the DGCL (the “dissenting shares”) will not be cancelled and converted into the right to receive the merger consideration. Such stockholders will instead be entitled to the appraisal rights granted by Section 262 of the DGCL, as described in the section entitled “Appraisal Rights” in this proxy statement.

Each share of common stock of merger sub issued and outstanding immediately prior to the effective time will be converted into one share of common stock of the surviving company.

Parent will deposit, or will cause to be deposited, with a paying agent selected by Parent and reasonably acceptable to the Company, for the benefit of the holders of Company common stock and pursuant to a paying agent agreement, the terms of which will be reasonably acceptable to the Company, cash in immediately available funds in an amount sufficient for the paying agent to make the payment of the merger consideration to Company stockholders.

Promptly after the effective time, the paying agent will mail to each holder of record of a certificate which immediately prior to the effective time represented outstanding shares of Company common stock (other than cancelled shares and dissenting shares) a letter of transmittal and instructions for effecting the surrender of the certificates in exchange for the amount to which such stockholder is entitled as a result of the merger pursuant to the merger agreement. Upon surrender of a certificate representing shares of Company common stock for cancellation to the paying agent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions, the holder of such certificate will be entitled to receive in exchange therefor the merger consideration for each share of Company common stock formerly represented by such certificate.

In the event that any certificate representing shares of Company common stock has been lost, stolen or destroyed, the paying agent will issue in exchange for such lost, stolen or destroyed certificate, upon the making of an affidavit of that fact by the holder thereof and, if required by Parent, an indemnity bond, the merger consideration payable in respect thereof.

Holders of book-entry shares of Company common stock will not be required to deliver certificates representing shares of Company common stock or an executed letter of transmittal to the paying agent to receive the merger consideration, and will instead automatically be entitled to receive the merger consideration at the effective time of the merger.

No interest will be paid or accrued on any portion of the merger consideration payable upon surrender of certificates representing shares of Company common stock (or affidavits of loss in lieu thereof) or in respect of any book-entry shares. Following the first anniversary of the effective time, Parent will be entitled to require the paying agent to deliver to it any undisbursed funds (including any interest received with respect thereto) remaining in the payment fund, and thereafter holders of certificates or book-entry shares representing shares of Company common stock will be entitled to look only to Parent with respect to the merger consideration payable upon due surrender of their certificates or book-entry shares.

As of the effective time of the merger, the share transfer books of the Company with respect to the shares of Company common stock will be closed and thereafter there will be no further registration of transfers of shares of the Company.

At the effective time of the merger, each Company equity award that was granted prior to the date of the merger agreement and is outstanding and unvested immediately prior to the effective time of the merger will become vested and be settled in cash, without interest, in an amount equal to (x) the number of shares subject to the applicable Company equity award, multiplied by (y) the $150.00 per share merger consideration, plus the amount of any accrued but unpaid dividend equivalents with respect to such Company equity award, less any applicable tax withholding. The number of shares of Company common stock subject to any portion of any Company RSU award that vests based on achievement of pre-established performance criteria will be determined with performance levels deemed achieved at the greater of (x) 100% of the target level of all performance measures and (y) the actual level of performance achieved prior to the effective time of the merger, as determined by the Company Board (or an appropriate committee thereof).

Each Company RSU award granted on or following the date of the merger agreement and outstanding immediately prior to the effective time will be assumed by CRH and converted upon the effective time into a converted RSU award in respect of a number of CRH shares equal to the number of shares of Company common stock underlying the Company RSU award as of immediately prior to the effective time, multiplied by the quotient of (x) $150.00 divided by (y) the volume-weighted average price of a CRH share on the NYSE, as reported by Bloomberg, L.P., for the five consecutive trading days ending on (and including) the last trading day prior to the closing date, with such number of CRH shares (rounded to the nearest whole CRH share). Each converted RSU award will remain subject to the same time-based vesting schedule, continued service requirements and vesting acceleration and forfeiture provisions that applied to the corresponding Company RSU award immediately prior to the effective time, subject to certain non-substantive changes to reflect the assumption and conversion of the converted RSU award by CRH.

Each of the paying agent, the Company, Parent, merger sub and the surviving company (without duplication) will be entitled to deduct and withhold (or cause to be deducted and withheld) from amounts otherwise payable pursuant to the merger agreement any amounts as are required to be deducted or withheld with respect to such payment under the Code or any other applicable tax law. To the extent that amounts are deducted or withheld, and timely remitted to the appropriate governmental entity, such amounts will be treated as having been paid to the person in respect of which such deduction or withholding was made.

The Company’s representations and warranties to Parent and merger sub in the merger agreement relate to, among other things:

Parent’s and merger sub’s representations and warranties to the Company in the merger agreement relate to, among other things:

None of the representations and warranties in the merger agreement survive the effective time.

Many of the representations and warranties in the merger agreement are qualified by a “Company Material Adverse Effect” (as defined below) standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct has had or would reasonably be expected to have a Company Material Adverse Effect). For purposes of the merger agreement, a “Company Material Adverse Effect” means any change, effect, development, circumstance, condition, fact, state of facts, event or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (x) the financial condition, business, assets, liabilities or results of operations of the Company and its subsidiaries, taken as a whole, or (y) the ability of the Company to consummate the merger prior to the outside date (as defined below in the section entitled “Termination of the Merger Agreement”).

However, a number of factors are specifically excluded and may not be taken into account when determining whether a Company Material Adverse Effect has occurred for purposes of clause (x) above, including:

The Company has agreed to certain covenants in the merger agreement restricting the conduct of its business between the date of the merger agreement and the effective time (or any earlier termination of the merger agreement). In general, except as may be required by applicable law, as specifically permitted or required by the merger agreement, as set forth on the disclosure schedules to the merger agreement, or as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company is required to, and to cause each of its subsidiaries to, conduct its business in all material respects in the ordinary course of business consistent with past practice and use commercially reasonable efforts to (i) preserve intact its and their present business organizations, goodwill and ongoing businesses, and (ii) preserve its and their present relationships with customers, suppliers, vendors, governmental entities, employees and other persons with whom it and they have material business relations.

In addition, the Company (on behalf of itself and its subsidiaries) agreed to restrictions between the date of the merger agreement and the effective time (or any earlier termination of the merger agreement) on, among other things and with certain exceptions (including if required by applicable law, specifically permitted or required by the merger agreement, set forth on the disclosure schedules to the merger agreement or consented to in writing by Parent and including, in certain cases, ordinary course of business exceptions):

The Company has agreed to, as promptly as practicable following the date of the merger agreement, establish a record date for, duly call, give notice of, convene and hold a stockholders’ meeting, which is the special meeting that is the subject of this proxy statement, to consider and vote upon the adoption of the merger agreement proposal. The Company will hold the special meeting as promptly as practicable after (i) the expiration of the waiting period provided under the Exchange Act if by such date the SEC has not informed the Company it intends to review this proxy statement and (ii) if the SEC has by such date informed the Company that it intends to review this proxy statement, the date on which the Company learns the SEC has completed its review of this proxy statement.

Notwithstanding anything to the contrary, the Company has agreed not to postpone or adjourn the special meeting without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), provided that if either the Company or Parent reasonably determines in good faith that the Company stockholder approval is unlikely to be obtained at the special meeting, including due to an absence of quorum, then, unless the Company Board has effected a change of recommendation, on no more than two occasions (for each of the Company and Parent) and prior to the vote contemplated having been taken, each of the Company and Parent will have the right to require an adjournment or postponement of the special meeting for the purpose of soliciting additional votes in favor of the merger agreement. In the event of any such adjournment or postponement of the special meeting, the Company will not postpone or adjourn such meeting to a date that is more than seven calendar days from the prior-scheduled date or to a date on or after the fifth business day preceding the outside date.

Notwithstanding the foregoing, the Company may postpone or adjourn the special meeting if the Company is required to postpone or adjourn the special meeting by applicable law, NYSE or NYSE Texas listing rules or requirements, or the Company Board or any authorized committee thereof determines in good faith (after consultation with outside legal counsel) that it is necessary or appropriate to postpone or adjourn the special meeting in order to give Company stockholders sufficient time to evaluate any information or disclosure that the Company has sent or otherwise made available to such holders by issuing a press release, filing materials with the SEC or otherwise (including in connection with any change of recommendation). In the event of any such adjournment or postponement of the special meeting, the Company will not postpone or adjourn such meeting to a date that is more than 10 calendar days from the prior-scheduled date or to a date on or after the fifth business day preceding the outside date.

Except in the circumstances described in this proxy statement under “The Merger Agreement—Changes in Board Recommendation,” the Company Board has agreed to recommend to Company stockholders that they vote to adopt the merger agreement and include such recommendation in this proxy statement (the “Company Board Recommendation”).

Subject to certain exceptions, the Company has agreed that it, the Company Board (including any committee thereof) and the Company’s officers will not, and the Company will cause its subsidiaries not to, and the Company will cause its and their other respective representatives not to, directly or indirectly:

The Company also agreed to immediately cease any and all existing solicitation, encouragement, discussions or negotiations with any persons (or provision of any nonpublic information to any persons) with respect to any inquiry, proposal or offer that constitutes, or is reasonably expected to lead to, an acquisition proposal. In addition, the Company also agreed to (i) request in writing that each person that has executed a confidentiality agreement in connection with its consideration of an acquisition proposal promptly destroy or return to the Company all nonpublic information furnished to such person or any of its representatives in accordance with the terms of such confidentiality agreement and (ii) terminate access to any physical or electronic data rooms relating to a possible acquisition proposal by any such person and its representatives.

In addition, the Company agreed that it and its subsidiaries will enforce, and not waive, terminate or modify without Parent’s prior written consent, any confidentiality, standstill or similar provision in any confidentiality, standstill or other agreement; provided that, if the Company Board determines in good faith after consultation with the Company’s outside legal counsel that the failure to waive a particular standstill provision, or other provision with similar effect, would be reasonably likely to be a breach of the directors’ fiduciary duties under applicable law, the Company may, with prior written notice to Parent, waive such standstill provision, or other provision with similar effect, solely to the extent necessary to permit the applicable person to make, on a confidential basis to the Company Board, an acquisition proposal, conditioned upon such person agreeing to disclosure of such acquisition proposal to Parent.

Notwithstanding the restrictions described above, if at any time prior to obtaining the approval and adoption of the merger agreement by the Company stockholders, the Company receives an acquisition proposal that did not result from a material breach of the non-solicitation covenant which the Company Board determines in good faith (i) after consultation with the Company’s outside legal counsel and financial advisors constitutes a superior proposal (as defined below) or would reasonably be expected to lead to a superior proposal and (ii) after consultation with the Company’s 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, then the Company may:

The Company has agreed to promptly, and in any event within 36 hours, notify Parent of any receipt by any director or officer of the Company or by any of its subsidiaries, or its or their respective representatives,

of any acquisition proposal or any proposals or inquiries that could reasonably be expected to lead to an acquisition proposal, or any inquiry or request for nonpublic information relating to the Company or any of its subsidiaries by any person who has made or could reasonably be expected to make an acquisition proposal. The Company will also keep Parent reasonably informed on a prompt and timely basis of the status and material terms and of any material developments, discussions or negotiations regarding any such acquisition proposal and the material terms and conditions thereof (including any change in price or form of consideration or other material amendment thereto), including by providing a copy of material documentation and summary of communications (which will include any proposals or offers) relating thereto that is exchanged between the person or group of persons making such acquisition proposal (or their representatives) and the Company (or its representatives) within 36 hours after the receipt or delivery thereof and keep Parent reasonably informed on a prompt and timely basis as to the nature of any nonpublic information requested of the Company with respect thereto. In addition, the Company has agreed to promptly provide (and in any event within 36 hours) to Parent any nonpublic information concerning the Company provided to any other person in connection with any acquisition proposal that was not previously provided to Parent and to inform Parent in writing if the Company determines to begin providing information or to engage in discussions or negotiations concerning an acquisition proposal pursuant to the non-solicitation covenant. Unless the merger agreement has been validly terminated, the Company will not take any action to exempt any person other than Parent or merger sub from the restrictions on “business combinations” contained in any applicable takeover statute or in the Company’s governing documents, or otherwise cause such restrictions not to apply. The Company has also agreed that it will not, directly or indirectly, enter into any agreement with any person which directly or indirectly prohibits the Company from providing any information to Parent in accordance with, or otherwise complying with, the non-solicitation covenant.

For purposes of the merger agreement, “acquisition proposal” means any offer, proposal or indication of interest from a person (other than a proposal or offer by Parent or any of its subsidiaries) at any time relating to any transaction or series of related transactions (other than the transactions contemplated by the merger agreement) involving: (a) any acquisition or purchase by any person, directly or indirectly, of more than 20% of any class of outstanding voting or equity securities of the Company (whether by voting power or number of shares), or any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any person beneficially owning more than 20% of any class of outstanding voting or equity securities of the Company (whether by voting power or number of shares), (b) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similar transaction involving the Company (or any of its subsidiaries) and a person pursuant to which the Company stockholders immediately preceding such transaction hold less than 80% of the equity interests in the surviving or resulting entity of such transaction (whether by voting power or number of shares) or (c) any sale, lease, exchange, spin-off, transfer or other disposition to a person of more than 20% of the consolidated assets of the Company and its subsidiaries, in the aggregate (measured by the fair market value thereof and including equity interests of any Company subsidiary).

For purposes of the merger agreement, “superior proposal” means a bona fide, written acquisition proposal (with references in the definition thereof 20% and 80% being deemed to be replaced with references to 80% and 20%, respectively) made in writing, after the date of the merger agreement, by a third party (other than Parent and merger sub), which the Company Board determines in good faith after consultation with the Company’s outside legal and financial advisors, taking into account all financial, legal, regulatory, financing, conditionality and other aspects of such acquisition proposal (a) is reasonably likely to be completed on the terms proposed and (b) taking into account, if applicable, any changes to the terms of the merger agreement proposed by Parent pursuant to the non-solicitation covenant, is more favorable to the Company stockholders from a financial point of view than the merger.

Except as provided in the paragraphs below, under the terms of the merger agreement, the Company has agreed that it, the Company Board and officers will not, and the Company will cause its subsidiaries not to, and the Company will cause its and their other respective representatives not to, directly or indirectly:

Notwithstanding anything to the contrary in the non-solicitation covenants, at any time prior to obtaining Company stockholder approval, the Company Board may:

However, notwithstanding anything to the contrary, neither the Company nor any of its subsidiaries will enter into any Company acquisition agreement unless the merger agreement has been validly terminated in accordance with certain termination provisions described therein.

Prior to the Company taking any action permitted under:

With respect to clause (ii) above, if there are any material amendments, revisions or changes to the terms of any such superior proposal (including any revision to the amount, form or mix of consideration the Company stockholders would receive as a result of the superior proposal or a change to any conditions), the Company will comply again with clause (ii) above, with references to the applicable four business day period being replaced by two business days.

For purposes of the merger agreement, “Intervening Event” means any event, change or development first occurring or arising after the date of the merger agreement, that is material to the Company and its subsidiaries (taken as a whole) and was not known by or reasonably foreseeable to the Company Board as of the date of the merger agreement; provided, however, that in no event will the following events, changes or developments constitute an Intervening Event: (A) the receipt, existence or terms of an acquisition proposal or any matter relating thereto or consequence thereof, (B) changes in the market price or trading volume of the Company common stock or any other securities of the Company, Parent or their respective subsidiaries, or any change in credit rating or the fact that the Company meets or exceeds or does not meet or exceed internal or published estimates, projections, forecasts or predictions for any period (it being understood that the facts or occurrences giving rise or contributing to such changes may be taken into account to the extent not otherwise excluded), (C) changes in GAAP, other applicable accounting rules or, in any such case, changes in the interpretation thereof or (D) any changes relating to Parent or its subsidiaries.

Subject to the terms and conditions of the merger agreement, the Company, Parent and merger sub will use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to cause the conditions to completion of the merger to be satisfied, and to consummate the merger by the outside date, including (i) preparing and filing or otherwise providing, in consultation with each other, all documentation to effect all necessary or advisable applications, notices, petitions, filings, and other documents and to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any governmental entity as may be necessary or advisable or required to be obtained by each party in connection with the HSR Act and regulatory laws of certain required jurisdictions by the outside date, (ii) taking all steps as may be necessary, subject to certain limitations described below, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals by the outside date, and (iii) defending through litigation on the merits of any claim asserted in any court, agency or other proceeding by any person (including any governmental entity) seeking to delay, restrain, prevent, enjoin or otherwise prohibit consummation of the merger.

Notwithstanding anything to the contrary set forth in the merger agreement, the obligations of Parent include:

However, Parent is not required to agree or commit to 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, the Company or their respective subsidiaries that would exceed a specified materiality threshold. The Company 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. In furtherance and not in limitation of the foregoing, the Company, Parent and merger sub have agreed to (i) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the merger within 10 business days after the execution of the merger agreement, and to supply as promptly as practicable and advisable an appropriate response to requests for information and documentary materials that may be required or advisable pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act in order to consummate the merger by the outside date, and (ii) make all other required or advisable filings under the regulatory laws of the required jurisdictions as promptly as practicable, and to supply as promptly as practicable and advisable an appropriate response to requests for information and documentary materials that may be requested under any antitrust laws and regulatory laws and, subject to the merger agreement, to take all other actions necessary to cause the expiration or termination of the applicable waiting periods or obtain consents under such antitrust laws and regulatory laws.

In addition, each of the Company and Parent has agreed, in connection with and without limiting the efforts referenced above to obtain all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits, and authorizations for the merger under the HSR Act or any other antitrust law or the regulatory laws of the required jurisdictions, to:

However, the materials required to be provided pursuant to the foregoing clauses (i)-(iii) may be redacted (A) to remove references concerning the valuation of the Company, Parent or any of their respective subsidiaries, (B) as necessary to comply with contractual arrangements existing as of the date of the merger agreement and (C) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that each of the

Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other as “Outside Counsel Only Material.” Parent will have the right to lead the regulatory strategy for securing approvals and expiration of relevant waiting periods under the antitrust laws and regulatory laws of the required jurisdictions, including any filings, submissions and communications with or to any governmental entity in connection therewith; provided, however, that Parent shall consult in good faith with and reasonably consider the comments of, the Company or its representatives relating to such strategy, shall not take any position or make any filing or submission that is inconsistent with the terms of the merger agreement without the prior written consent of the Company, and shall provide the Company a reasonable opportunity to review and comment on all material communications and submissions.

For a period of 12 months after the effective time of the merger, Parent has agreed to provide to each employee of the Company or any of its subsidiaries who continues to be employed by Parent or the surviving company or any subsidiary thereof (the “continuing employees”), (i) base salary or wages that are no less favorable than those in effect for such continuing employee immediately prior to the effective time, (ii) target annual cash incentive compensation opportunities that are no less favorable than those in effect for continuing employees immediately prior to the effective time, (iii) severance payments and benefits that are no less favorable than those set forth in the disclosure schedules and (iv) all other employee benefits (other than any equity or equity-based, nonqualified deferred compensation, severance, retention, long-term incentive, bonus, change in control, transaction and defined benefit pension or post-retirement welfare benefits), which, in the aggregate, are no less favorable than those in effect for continuing employees immediately prior to the effective time. The terms and conditions of employment for any employees covered by a collective bargaining agreement will be governed by such collective bargaining agreement until the expiration, modification or termination of such collective bargaining agreement in accordance with its terms or applicable law. With respect to the merger, the Company and its subsidiaries will satisfy in all material respects any pre-closing notice, consultation or other obligations to their employees or their employees’ representatives under applicable law or contract.

For purposes of vesting and eligibility to participate and determination of level of benefits under the employee benefit plans of Parent and its subsidiaries providing benefits to any continuing employees after the effective time (the “New Plans”), Parent has agreed to credit each such continuing employee with his or her years of service with the Company and its subsidiaries and their respective predecessors before the effective time, subject to certain exceptions. In addition, and without limiting the generality of the foregoing, (i) Parent or its applicable subsidiary will use commercially reasonable efforts to cause each continuing employee to be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent that coverage under such New Plan is of the same type as the Company benefit plan in which such continuing employee participated immediately before the effective time (such plans, collectively, the “Old Plans”), and (ii) (A) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any continuing employee, Parent or its applicable subsidiary will use commercially reasonable efforts to cause all preexisting condition exclusions and actively-at-work requirements of such New Plan to be waived for such continuing employee and his or her covered dependents and (B) Parent and its applicable subsidiary will use commercially reasonable efforts to cause any eligible expenses incurred by such continuing employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

If, at least five business days prior to the effective time, Parent provides written notice to the Company directing the Company to terminate its 401(k) plan(s) (each, a “Company 401(k) plan”), the Company will cease contributions to and terminate the Company 401(k) plan effective as of the day immediately preceding the day on which the effective time occurs. In such event, Parent will permit continuing employees who were eligible to participate in the Company 401(k) plan immediately prior to the closing to participate in a 401(k) plan sponsored by Parent or one of its affiliates (a “Parent 401(k) plan”) as soon as reasonably practicable following the closing date and Parent will take all necessary and legally permissible actions to cause the Parent 401(k) plan to accept rollover contributions from any continuing employees, including any participant loans, in each case to the extent permitted by applicable law.

The Company, as the surviving company, will pay, or cause to be paid, to each continuing employee who, as of immediately prior to the effective time, is eligible to receive a bonus or other cash-based incentive award in respect of the 2026 calendar year pursuant to an applicable Company benefit plan (each, a “Company bonus plan”, and each such individual, a “potential bonus recipient”), such bonus or other cash-based incentive award equal to the amount accrued by the Company in respect of such potential bonus recipient for the 2026 calendar year based on actual performance through the effective time (the “earned bonus”). Such earned bonus will be paid, subject to applicable withholdings, through the payroll of the surviving company or its subsidiaries, as applicable, at the time annual bonuses or other cash-based incentive awards for the 2026 calendar year are paid in the ordinary course following the end of the 2026 calendar year. Except as otherwise required by applicable law, the applicable Company bonus plan, or as set forth in the disclosure schedules, no potential bonus recipient will be entitled to any payment unless such potential bonus recipient remains continuously employed with the Company or one of its subsidiaries through the applicable payment date.

Prior to making any broad-based written communications prior to the closing date pertaining to compensation or benefit matters that are affected by the merger, each of Parent and the Company will provide the other party with a copy of the intended communication, and such other party will have a reasonable period of time to review and comment on the communication.

For six years after the effective time, Parent and the surviving company will indemnify and hold harmless all past and present directors and officers of the Company and its subsidiaries (collectively, the “indemnified parties”) against any costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, investigation, suit or proceeding, in respect of acts or omissions occurring or alleged to have occurred at or prior to the effective time (including acts or omissions occurring in connection with the approval of the merger agreement and the consummation of the merger or any of the other transactions), whether asserted or claimed prior to, at or after the effective time, in connection with such persons serving or having served as an officer, director, employee or other fiduciary of the Company or any of its subsidiaries or of any other person if such service was at the request or for the benefit of the Company or any of its subsidiaries, to the fullest extent permitted by applicable law and the Company’s governing documents or the organizational documents of the applicable Company subsidiary (as applicable) or any indemnification agreements with such persons in existence on the date of the merger agreement and made available to Parent.

The Company, Parent and merger sub have agreed that the foregoing rights to indemnification and advancement will also apply with respect to any action to enforce such indemnification provision and that all rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the effective time, whether asserted or claimed prior to, at or after the effective time, now existing in favor of the indemnified parties as provided in their respective certificate of incorporation or bylaws (or comparable organizational documents) or in any indemnification agreement in existence on the date of the merger agreement and made available to Parent will survive the merger and will continue in full force and effect in accordance with the terms thereof. Notwithstanding anything to the contrary, if any indemnified party notifies the surviving company on or prior to the sixth anniversary of the effective time of a matter in respect of which such person intends in good faith to seek indemnification pursuant to the directors’ and officers’ indemnification provisions, such provisions will continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto.

Parent has also agreed that for six years after the effective time, it will cause to be maintained in effect the provisions in (i) the Company’s governing documents and (ii) any indemnification agreement of the Company or any of its subsidiaries with any indemnified party in existence on the date of the merger agreement and made available to Parent, except to the extent that such agreement provides for an earlier termination, in each case, regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses that are in existence on the date of the merger agreement, and no such provision will be amended, modified or repealed in any manner that would adversely affect the rights or

protections thereunder of any such indemnified party in respect of acts or omissions occurring or alleged to have occurred at or prior to the effective time (including acts or omissions occurring in connection with the approval of the merger agreement and the consummation of the merger).

In addition, at or prior to the effective time, the Company has agreed to purchase a six-year prepaid “tail” policy on terms and conditions providing coverage retentions, limits and other material terms substantially equivalent to the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its subsidiaries with respect to matters arising at or prior to the effective time; provided, however, that the Company will not commit or spend on such “tail” policy, in the aggregate, more than 300% of the last aggregate annual premium paid by the Company prior to the date of the merger agreement for the Company’s current policies of directors’ and officers’ liability insurance and fiduciary liability insurance (the “base amount”), and if the cost of such “tail” policy would otherwise exceed the base amount, the Company will be permitted to purchase as much coverage as reasonably practicable for a cost not exceeding the base amount. The Company has agreed in good faith to cooperate with Parent prior to the closing date with respect to the procurement of such “tail” policy, including with respect to the selection of the broker, available policy price and coverage options.

Parent and merger sub have represented and warranted that they will have available at the effective time, cash on hand, available lines of credit or sources of immediately available funds for Parent and merger sub to consummate the transactions contemplated by the merger agreement and make all cash payments contemplated to be made under the merger agreement in connection with the merger and the other transactions contemplated thereby. The obligations of Parent and merger sub under the merger agreement are not subject to any financing condition.

Subject to certain exceptions described below, the Company has agreed to, and has agreed to cause its subsidiaries to, and to use reasonable best efforts to cause its and its subsidiaries’ representatives to provide, upon the reasonable request of Parent or merger sub, customary cooperation and information to assist Parent or merger sub in preparing for and consummating a potential equity or debt issuance for the purpose of financing the merger and the transactions contemplated by the merger agreement (the “Financing”). Such cooperation may include (a) assisting Parent in the preparation of customary offering and marketing documents in connection with any Financing, including designating whether any information provided to Parent constitutes material non-public information; (b) furnishing to the lenders under the Financing (x) customary authorization letters (subject to customary confidentiality provisions and disclaimers) authorizing the distribution of information and containing a customary representation that such information does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates thereto) and containing a representation to the lenders under the Financing that the public side versions of such documents, if any, do not include material non-public information about the Company or its subsidiaries or their respective securities and (y) if reasonably requested by the lenders under the Financing, customary certificates of the chief financial officer (or other comparable officer) of the Company with respect to historical financial information of the Company included in customary offering or marketing documents (and any supplements thereto) in connection with any Financing; (c) reasonably cooperating with any diligence reasonably requested by Parent or the lenders under the Financing, including participating in a reasonable number of due diligence sessions, and cooperating with the marketing efforts of Parent, in each case, in connection with any Financing; (d) reasonably cooperating with Parent’s legal counsels in connection with any legal opinions that such legal counsels may be required to deliver in connection with any Financing; and (e) if reasonably requested by the lenders under the Financing, using commercially reasonable efforts to cause the Company’s independent auditors to furnish to Parent and the lenders under the Financing, as applicable, customary comfort letters and consents with respect to historical financial information of the Company included in customary offering or marketing documents (and any supplements thereto) in connection with any Financing. Notwithstanding the foregoing, Parent shall give the Company and its counsel a reasonable opportunity to review and comment on any disclosure in respect of the Company proposed to be included in any offering or marketing documents related to the Financing, including all amendments and supplements thereto, prior to the first use of such documents or disseminating them to

prospective investors, and shall consider any comments proposed by the Company in good faith provided that such comments are provided in a timely manner such that Parent has a reasonable period of time to consider such comments.

Neither the Company nor any of its subsidiaries shall be required to (i) incur any fees, expenses or other liabilities prior to the effective time for which it is not previously or promptly reimbursed or simultaneously provided indemnification reasonably acceptable; (ii) cause any of its or its subsidiaries’ representatives to take any action that would reasonably be expected in the incurrence of any personal liability; (iii) waive or amend any terms of the merger agreement; (iv) provide (a) any information that is prohibited or restricted from being provided or is legally privileged or (b) material nonpublic information that the Company reasonably determines the provision or use of would require the Company to publicly disclose such information and such public disclosure would be adverse to the Company; (v) execute prior to the closing any definitive financing documents, including any credit or other agreements, pledge or security documents, or other certificates, legal opinions or documents in connection with the Financing; (vi) enter into or approve any agreement or other documentation, or agree to any change or modification of any existing agreement or other documentation that would be effective prior to the effective time or deliver any notice of prepayment, redemption or termination or reduction of commitments or any similar notice that does not provide that such prepayment, redemption, termination or reduction is conditioned upon the occurrence of the closing; (vii) take any action that would conflict with or violate any charter or other organizational documents any material contract to which it is a party or any applicable law; (viii) take any actions that would cause it to breach any representation or warranty in the merger agreement or that would cause any conditions in the merger agreement to fail to be satisfied (in each case unless Parent waives such breach or failure); (ix) cooperate to the extent it would unreasonably interfere with the business or operations of the Company and its subsidiaries; or (x) be required to prepare any pro forma financial statements or other pro forma financial information, to provide any financial statements that are not publicly available, or to provide any other financial information not reasonably available to the Company. Parent will reimburse the Company for any reasonable and documented costs and expenses incurred in connection with the cooperation of the Company and its subsidiaries. Parent will also indemnify the Company and its subsidiaries from and against all damages, expenses, liabilities and costs incurred in connection with their cooperation.

The Company’s and its subsidiaries’ compliance with this covenant is not a condition to closing.

The merger agreement contains other covenants relating to access to information and confidentiality, takeover statutes, publicity, obligations of merger sub, dispositions of the Company equity securities under Section 16(a) of the Exchange Act, stockholder litigation, stock exchange delisting and deregistration, director resignations and the repayment and termination of the Company’s existing credit agreement and redemption of its outstanding notes.

The obligations of the Company, Parent and merger sub to effect the merger are subject to the satisfaction (or waiver, to the extent permitted by applicable law) on or prior to the closing date of each of the following conditions: