イーグルマテリアルズの四半期報告

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended

June 30, 2025

Commission File Number 1-12984

EAGLE MATERIALS INC.

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation)

75-2520779 (I.R.S. Employer Identification No.)

5960 Berkshire Lane, Suite 900, Dallas, Texas 75225 (Address of principal executive offices)

(214) 432-2000 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock (par value $.01 per share)

     EXP

     New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of July 25, 2025, the number of outstanding shares of common stock was:


Class		Outstanding Shares
Common Stock, $.01 Par Value		32,449,297

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION (unaudited)


		Page
Item 1.	Consolidated Financial Statements

	Consolidated Statements of Earnings for the Three Months Ended June 30, 2025 and 2024	1

	Consolidated Statements of Comprehensive Earnings for the Three Months Ended June 30, 2025 and 2024	2

	Consolidated Balance Sheets as of June 30, 2025, and March 31, 2025	3

	Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2025 and 2024	4

	Consolidated Statements of Stockholders' Equity for the Three Months Ended June 30, 2025 and 2024	5

	Notes to Unaudited Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4.	Controls and Procedures	38

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	39

Item 1a.	Risk Factors	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 4.	Mine Safety Disclosures	39

Item 5.	Other Information	39

Item 6.	Exhibits	40

SIGNATURES		42

PART I. Financial Information (Unaudited)

Item 1. Consolidated Financial Statements.

EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)



		For the Three Months Ended June 30,


		2025				2024


		(dollars in thousands, except share and per share data)


Revenue	$		634,690		$		608,689


Cost of Goods Sold			449,091				421,821


Gross Profit			185,599				186,868


Equity in Earnings of Unconsolidated Joint Venture			3,804				7,716


Corporate General and Administrative Expense			(20,783	)			(15,649	)


Other Non-Operating Income			954				2,683


Interest Expense, net			(11,716	)			(10,684	)


Earnings Before Income Taxes			157,858				170,934


Income Taxes			(34,496	)			(37,092	)


Net Earnings	$		123,362		$		133,842


EARNINGS PER SHARE


Basic	$		3.78		$		3.97


Diluted			3.76				3.94


WEIGHTED AVERAGE SHARES OUTSTANDING


Basic			32,624,075				33,734,280


Diluted			32,808,568				33,993,023


CASH DIVIDENDS PER SHARE	$		0.25		$		0.25

See Notes to Unaudited Consolidated Financial Statements.

EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (unaudited)



		For the Three Months Ended June 30,


		2025				2024


		(dollars in thousands)


Net Earnings	$		123,362		$		133,842


Net Actuarial Change in Defined Benefit Plans:


Amortization of Net Actuarial Loss			53				60


Tax Expense			(12	)			(15	)


Comprehensive Earnings	$		123,403		$		133,887

See Notes to Unaudited Consolidated Financial Statements.

EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (unaudited)


		June 30,				March 31,


		2025				2025


		(dollars in thousands)


ASSETS


Current Assets


Cash and Cash Equivalents	$		59,739		$		20,401


Accounts Receivable, net			263,398				212,332


Inventories			393,401				415,175


Income Tax Receivable			1,384				10,020


Prepaid and Other Assets			14,443				10,729


Total Current Assets			732,365				668,657


Property, Plant, and Equipment, net			1,840,845				1,792,982


Investment in Joint Venture			143,893				140,089


Operating Lease Right-of-Use Assets			31,866				29,313


Goodwill and Intangible Assets, net			593,163				595,752


Other Assets			55,182				37,795


Total Assets	$		3,397,314		$		3,264,588


LIABILITIES AND STOCKHOLDERS’ EQUITY


Current Liabilities


Accounts Payable	$		136,225		$		129,895


Accrued Liabilities			87,677				96,077


Operating Lease Liabilities			4,688				4,032


Income Taxes Payable			24,768				—


Current Portion of Long-term Debt			15,000				15,000


Total Current Liabilities			268,358				245,004


Long-Term Debt			1,294,883				1,223,316


Noncurrent Operating Lease Liabilities			35,123				33,597


Other Long-Term Liabilities			64,498				66,029


Deferred Income Taxes			242,678				239,942


Total Liabilities			1,905,540				1,807,888


Stockholders’ Equity


Preferred Stock, Par Value $0.01; Authorized 5,000,000 Shares; None Issued			—				—


Common Stock, Par Value $0.01; Authorized 100,000,000 Shares; Issued and Outstanding 32,582,297 and 32,973,121 Shares, respectively			326				330


Capital in Excess of Par Value			—				—


Accumulated Other Comprehensive Losses			(3,084	)			(3,125	)


Retained Earnings			1,494,532				1,459,495


Total Stockholders’ Equity			1,491,774				1,456,700


	$		3,397,314		$		3,264,588

See Notes to Unaudited Consolidated Financial Statements.

EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)


		For the Three Months Ended June 30,


		2025				2024


		(dollars in thousands)


CASH FLOWS FROM OPERATING ACTIVITIES


Net Earnings	$		123,362		$		133,842


Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities, Net of Effect of Non-Cash Activity:


Depreciation, Depletion, and Amortization			40,644				38,350


Deferred Income Tax Provision			2,736				(2,212	)


Stock Compensation Expense			4,822				4,539


Equity in Earnings of Unconsolidated Joint Venture			(3,804	)			(7,716	)


Changes in Operating Assets and Liabilities:


Accounts Receivable			(51,066	)			(75,443	)


Inventories			21,774				2,304


Accounts Payable and Accrued Liabilities			(5,534	)			15,503


Other Assets			(27,361	)			(16,724	)


Income Taxes Receivable			31,061				40,193


Net Cash Provided by Operating Activities			136,634				132,636


CASH FLOWS FROM INVESTING ACTIVITIES


Additions to Property, Plant, and Equipment			(76,097	)			(33,128	)


Net Cash Used in Investing Activities			(76,097	)			(33,128	)


CASH FLOWS FROM FINANCING ACTIVITIES


Borrowings Under Revolving Credit Facility			100,000				10,000


Repayment of Borrowings Under Revolving Credit Facility			(25,000	)			—


Repayment of Term Loan			(3,750	)			(2,500	)


Dividends Paid to Stockholders			(8,254	)			(8,538	)


Purchase and Retirement of Common Stock			(78,616	)			(85,490	)


Proceeds from Stock Option Exercises			—				56


Shares Redeemed to Settle Employee Taxes on Stock Compensation			(5,579	)			(1,421	)


Net Cash Used in Financing Activities			(21,199	)			(87,893	)


NET INCREASE IN CASH AND CASH EQUIVALENTS			39,338				11,615


CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			20,401				34,925


CASH AND CASH EQUIVALENTS AT END OF PERIOD	$		59,739		$		46,540

See Notes to Unaudited Consolidated Financial Statements.

EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)


	Common Stock				Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Losses			Total


		(dollars in thousands)



Balance at March 31, 2024	$		341		$	—		$	1,311,567		$	(3,373	)	$	1,308,535


Net Earnings			—			—			133,842			—			133,842


Stock Option Exercises and Restricted Share Vesting			—			56			—			—			56


Stock Compensation Expense			—			4,539			—			—			4,539


Shares Redeemed to Settle Employee Taxes			—			(1,421	)		—			—			(1,421	)


Purchase and Retirement of Common Stock			(3	)		(3,174	)		(83,168	)		—			(86,345	)


Dividends to Stockholders			—			—			(8,453	)		—			(8,453	)


Unfunded Pension Liability, net of tax			—			—			—			45			45


Balance at June 30, 2024	$		338		$	—		$	1,353,788		$	(3,328	)	$	1,350,798



	Common Stock				Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Losses			Total

		(dollars in thousands)


Balance at March 31, 2025	$		330		$	—		$	1,459,495		$	(3,125	)	$	1,456,700


Net Earnings			—			—			123,362			—			123,362


Stock Compensation Expense			—			4,822			—			—			4,822


Shares Redeemed to Settle Employee Taxes			(1	)		(4,822	)		(756	)		—			(5,579	)


Purchase and Retirement of Common Stock			(3	)		—			(79,400	)		—			(79,403	)


Dividends to Stockholders			—			—			(8,169	)		—			(8,169	)


Unfunded Pension Liability, net of tax			—			—			—			41			41


Balance at June 30, 2025	$		326		$	—		$	1,494,532		$	(3,084	)	$	1,491,774

See Notes to Unaudited Consolidated Financial Statements.

Eagle Materials Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements

(A) BASIS OF PRESENTATION

The accompanying Unaudited Consolidated Financial Statements as of and for the three-month period ended June 30, 2025, include the accounts of Eagle Materials Inc. and its majority-owned subsidiaries (collectively, the Company, us, or we) and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. These Unaudited Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission on May 20, 2025.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. In our opinion, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the information in the following Unaudited Consolidated Financial Statements of the Company have been included. The results of operations for interim periods are not necessarily indicative of the results for the full year.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

PENDING ADOPTION

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which focuses on the rate reconciliation and income taxes paid. ASU 2023-09 requires public entities to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts organized by specified categories with certain reconciling items broken out by nature and jurisdiction to the extent those items exceed a specified threshold. Additionally, all entities are required to disclose income taxes paid, net of refunds received, disaggregated by federal, state, local, and individual jurisdiction if the amount is at least 5% of the total income tax payments, net of refunds received. ASU 2023-09 is effective prospectively for annual periods beginning after December 15, 2024. Early adoption and retrospective application are permitted. ASU 2023-09 will not have any impact on the Company's results of operations, cash flows, and financial condition.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income and Expenses (ASU 2024-03). ASU 2024-03 requires public business entities to disclose additional information about certain key expense categories within major income statement captions in the Notes to the Consolidated Financial Statements. The new standard is effective for fiscal years beginning after December 15, 2026, and is to be applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements.

(B) SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information is as follows:


	For the Three Months Ended June 30,


	2025			2024


		(dollars in thousands)


Cash Payments:


Interest	$		7,948	$	3,678


Income Taxes			734		780


Operating Cash Flows Used for Operating Leases			1,498		2,287





Noncash Financing Activities:


Right-of-Use Assets Obtained for Capitalized Operating Leases	$		3,325	$	855


Excise Tax on Share Repurchases			787		719

On January 7, 2025, we purchased Bullskin Stone & Lime, LLC, an aggregates business located in Western Pennsylvania (the Acquisition) for approximately $150.0 million, which will be accounted for under the acquisition method. The purchase price was funded through borrowings under our Revolving Credit Facility. Operations related to the Acquisition are included in the Concrete and Aggregates segment in our segment reporting.

The following table summarizes the preliminary allocation of the purchase price to the fair value of assets acquired and liabilities assumed (based on Level 3 inputs of the fair value hierarchy) as of June 30, 2025. Adjustments to the preliminary purchase price allocation could be significant, particularly with respect to Intangible Assets and Property, Plant, and Equipment.


	Fair Value (dollars in thousands)


Accounts Receivable	$	1,443


Inventories		3,354


Prepaid and Other Current Assets		229


Property, Plant, and Equipment		35,097


Intangible Assets		39,400


Accounts Payable and Accrued Liabilities		(327	)


Other Long-term Liabilities		(792	)


Total Net Assets Acquired		78,404


Goodwill		71,543


Total Purchase Price	$	149,947

The estimated useful lives assigned to Property, Plant, and Equipment range from 5 to 30 years. Goodwill represents the excess purchase price over the fair value of the assets acquired and the liabilities assumed. The Goodwill was generated by the availability of co-product sales and the opportunity associated with the expansion of our Aggregates business to the Western Pennsylvania region of the United States. All Goodwill generated from the Acquisition is deductible for income tax purposes.

The following table is a summary of the fair value estimates of the identifiable intangible assets and their weighted-average useful lives:


	Weighted-Average Life (in years)		Estimated Fair Value (dollars in thousands)


Customer Relationships		15	$	38,900


Trade Name and Technology		5		500


Total Intangible Assets			$	39,400

The following table presents the Revenue and Operating Earnings related to the Acquisition that have been included in our Consolidated Statement of Earnings for the three months ended June 30, 2025.


	For the Three Months Ended June 30, 2025
	(dollars in thousands)


Revenue	$	7,202


Operating Earnings	$	1,634

Included in Operating Earnings shown above is approximately $1.7 million related to depreciation and amortization.

(D) REVENUE

We earn Revenue primarily from the sale of products, which include cement, concrete, aggregates, gypsum wallboard, and recycled paperboard. The vast majority of Revenue from the sale of concrete, aggregates, and gypsum wallboard is originated by purchase orders from our customers, who are mostly third-party contractors and suppliers. Revenue from the sale of cement is recognized at the point-of-sale to customers under sales orders. Revenue from our Recycled Paperboard segment is generated mainly through long-term supply agreements. These agreements do not have a stated maturity date, but may be terminated by either party with a two to three-year notice period. We invoice customers upon shipment, and our collection terms range from 30 to 75 days. Revenue from the sale of cement, concrete, aggregates, and gypsum wallboard not related to long-term supply agreements is recognized upon shipment of the related products to customers, which is when title and ownership are transferred, and the customer is obligated to pay.

Revenue from sales under our long-term supply agreements is also recognized upon transfer of control to the customer, which generally occurs at the time the product is shipped from the production facility or terminal location. Our long-term supply agreements with customers define, among other commitments, the volume of product we must provide and the volume that the customer must purchase by the end of the defined periods. Pricing structures under our agreements are generally market-based, but are subject to certain contractual adjustments. Shortfall amounts, if applicable under these arrangements, are constrained and not recognized as Revenue until an agreement is reached with the customer and, therefore, are not subject to the risk of reversal.

The Company offers certain of its customers, including those with long-term supply agreements, rebates and incentives, which we treat as variable consideration. We adjust the amount of Revenue recognized for the variable consideration using the most likely amount method based on past history and projected volumes in the rebate and incentive period. Any amounts billed to customers for taxes are excluded from Revenue.

The Company has elected to treat freight and delivery charges we pay for the delivery of goods to our customers as a fulfillment activity rather than a separate performance obligation. When we arrange for a third party to deliver products to customers, fees for shipping and handling billed to the customer are recorded as Revenue, while costs we incur for shipping and handling are recorded as expenses and included in Cost of Goods Sold.

Other Non-Operating Income includes lease and rental income, asset sale income, non-inventoried aggregates sales income, distribution center income, and trucking income, as well as other miscellaneous revenue items and costs that have not been allocated to a business segment.

See Note (N) to the Unaudited Consolidated Financial Statements for disaggregation of revenue by segment.

(E) ACCOUNTS RECEIVABLE

Accounts Receivable are shown net of the allowance for doubtful accounts totaling $6.6 million and $6.7 million at June 30, 2025, and March 31, 2025, respectively. We perform ongoing credit evaluations of our customers’ financial condition and generally require no collateral from our customers. The allowance for non-collection of receivables is based on analysis of economic trends in the construction industry, detailed analysis of the expected collectability of past due accounts receivable, and the expected collectability of overall receivables. We have no significant credit risk concentration among our diversified customer base.

(F) INVENTORIES

Inventories are stated at the lower of average cost (including applicable material, labor, depreciation, and plant overhead) or net realizable value. Raw Materials and Materials-in-Progress include clinker, which is an intermediary product before it is ground into cement powder. Quantities of Raw Materials and Materials-in-Progress, Aggregates, and Coal inventories, are based on measured volumes, subject to estimation based on the size and location of the inventory piles, and are converted to tonnage using standard inventory density factors. Inventories consist of the following:



	June 30,		March 31,

		2025		2025


	(dollars in thousands)


Raw Materials and Materials-in-Progress	$	151,324	$	164,683


Finished Cement		63,249		67,711


Aggregates		16,371		17,681


Gypsum Wallboard		6,087		5,708


Recycled Paperboard		7,124		7,814


Repair Parts and Supplies		125,182		126,983


Fuel and Coal		24,064		24,595


	$	393,401	$	415,175

(G) ACCRUED EXPENSES

Accrued Expenses consist of the following:


	June 30,		March 31,
	2025		2025
	(dollars in thousands)


Payroll and Incentive Compensation	$	20,083	$	31,918


Benefits		16,724		16,950


Interest		12,541		7,689


Dividends		8,378		8,463


Property Taxes		8,399		5,836


Power and Fuel		3,171		4,045


Freight		4,663		3,664


Excise Tax		4,608		3,822


Legal and Professional		3,880		3,953


Sales and Use Tax		1,619		1,500


Other		3,611		8,237


	$	87,677	$	96,077

(H) LEASES

We lease certain real estate, buildings, and equipment, including railcars and barges. Certain of these leases contain escalations of rent over the term of the lease, as well as options for us to extend the term of the lease at the end of the original term. These extensions range from periods of one year to 20 years. Our lease agreements do not contain material residual value guarantees or material restrictive covenants. In calculating the present value of future minimum lease payments, we use the rate implicit in the lease if it can be determined. Otherwise, we use our incremental borrowing rate in effect at the commencement of the lease to determine the present value of the future minimum lease payments. Additionally, we lease certain equipment under short-term leases with initial terms of less than 12 months, which are not recorded on the balance sheet.

Lease expense for our operating and short-term leases is as follows:


	For the Three Months Ended June 30,

	2025		2024

	(dollars in thousands)


Operating Lease Cost	$	2,199	$	2,047


Short-Term Lease Cost		623		341


Total Lease Cost	$	2,822	$	2,388

The Right-of-Use Assets and Lease Liabilities are reflected on our Balance Sheet as follows:


	June 30,		March 31,
	2025		2025
	(dollars in thousands)


Operating Leases:


Operating Lease Right-of-Use Assets	$	31,866	$	29,313





Current Operating Lease Liabilities	$	4,688	$	4,032


Noncurrent Operating Lease Liabilities		35,123		33,597


Total Operating Lease Liabilities	$	39,811	$	37,629

Future payments for operating leases are as follows:


	Amount

Fiscal Year	(dollars in thousands)


2026 (remaining nine months)	$	4,360


2027		5,227


2028		4,467


2029		4,044


2030		4,130


Thereafter		30,037


Total Lease Payments	$	52,265


Less: Imputed Interest		(12,454	)


Present Value of Lease Liabilities	$	39,811





Weighted-Average Remaining Lease Term (in years)		11.8


Weighted-Average Discount Rate		4.42	%

(I) EQUITY AWARDS

On August 3, 2023, our stockholders approved the Eagle Materials Inc. 2023 Equity Incentive Plan (the 2023 Plan), which reserves 1,425,000 shares for future grants of stock awards. Under the terms of the 2023 Plan, we can issue equity awards, including stock options, restricted stock units, restricted stock, and stock appreciation rights to employees of the Company, members of the Board of Directors, and consultants, independent contractors, and agents of the Company. The Compensation Committee of our Board of Directors (Compensation Committee) specifies grant terms for awards under the Plan.

Fiscal 2026 Equity Awards

In May 2025, the Compensation Committee awarded to certain officers and key employees an aggregate of 29,273 performance stock units and 14,712 performance stock options, which represents achievement of the target level of performance (collectively, the Performance Stock Awards or PSAs). For the Performance Stock Awards to be earned, the Company must achieve performance vesting criteria as modified based on the Company’s average absolute total stockholder return during the performance period. The performance vesting criteria are based upon certain levels of average annual return on equity (as defined in the Performance Stock Award Agreements) ranging from 10.0% to 20.0% measured at the end of fiscal 2028 (three-year performance period) as modified by total stockholder return. Performance outcomes (taking into account both criteria) will result in a threshold vesting percentage of 50% of target and maximum performance will result in a vesting percentage of 200% of target. If the threshold vesting percentage is not achieved none of the Performance Stock Awards will be earned.

Our Performance Stock Awards are evaluated on a quarterly basis with adjustments to compensation expense based on the likelihood of the performance targets being achieved or exceeded. The maximum expense for our outstanding Performance Stock Awards is approximately $17.4 million. Any forfeitures are recognized as a reduction to expense in the period in which they occur.

The fair value of the above Performance Stock Awards was determined using a Monte Carlo simulation. The following are key inputs in the Monte Carlo analysis for the Fiscal 2026 Employee Performance Stock Awards.


	Fiscal 2026


Measurement Period (in years)		2.86


Risk-Free Interest Rate		4.0	%


Dividend Yield		0.5	%


Volatility		31.3	%


Estimated Fair Value of Market-Based PSAs at Grant Date	$	213.66

In addition to the Performance Stock Awards discussed above, the Compensation Committee approved the granting to certain officers and key employees an aggregate of 14,712 time-vesting stock options which vest ratably over three years (the Fiscal 2026 Employee Time-Vesting Stock Option Grant) and 29,273 shares of time-vesting restricted stock units, which vest ratably over three years (the Fiscal 2026 Employee Restricted Stock Unit Time-Vesting Award). The Fiscal 2026 Employee Restricted Stock Unit Time-Vesting Award was valued at the closing price of the stock on the grant date and is being expensed over a three-year period. The Fiscal 2026 Employee Time-Vesting Stock Option Grant was valued at the grant date using the Black-Scholes option pricing model, which used similar input as the Monte Carlo analysis shown above.

In addition to the stock awards described above, we may issue additional equity awards, including stock options, restricted stock, and restricted stock units, to certain employees from time to time. Any options issued are valued using the Black-Scholes options pricing model on the grant date and expensed over the vesting period, while restricted stock and restricted stock units are valued using the closing price on the date of grant and expensed over the vesting period.

STOCK OPTIONS

Stock option expense for all outstanding stock option awards totaled approximately $0.4 million and $0.3 million for the three months ended June 30, 2025 and 2024, respectively. At June 30, 2025, there was approximately $3.7 million of unrecognized compensation cost related to outstanding stock options, which is expected to be recognized over a weighted-average period of 2.4 years.

The following table represents stock option activity for the three months ended June 30, 2025:


	Number of Shares			Weighted- Average Exercise Price


Outstanding Options at March 31, 2025		184,233	$		95.75


Granted		29,424	$		213.66


Exercised		—	$		—


Cancelled		—	$		—


Outstanding Options at June 30, 2025		213,657	$		111.99


Options Exercisable at June 30, 2025		164,778


Weighted-Average Fair Value of Options Granted During the Year			$		90.94

The following table summarizes information about stock options outstanding at June 30, 2025:



	Options Outstanding						Options Exercisable


Range of Exercise Prices	Number of Shares Outstanding		Weighted- Average Remaining Contractual Life (in years)		Weighted- Average Exercise Price		Number of Shares Outstanding		Weighted- Average Exercise Price


$59.32 - $81.28		88,060		4.29	$	63.01		88,060	$	63.01


$91.21 - $100.88		32,852		3.02	$	94.95		32,852	$	94.95


$118.27 - $139.25		48,931		6.87	$	126.59		36,079	$	126.93


$143.09 - $261.76		43,814		2.59	$	206.91		7,787	$	166.51


		213,657		4.33	$	111.99		164,778	$	88.26

At June 30, 2025, the aggregate intrinsic value of the outstanding and exercisable options was approximately $19.8 million and $18.7 million, respectively. There were no options exercised during the three months ended June 30, 2025.

RESTRICTED STOCK UNITS AND RESTRICTED STOCK

The following table summarizes the activity for restricted stock units and nonvested restricted stock during the three months ended June 30, 2025:


	Number of Shares				Weighted- Average Grant Date Fair Value


Restricted Stock Units and Nonvested Restricted Stock at March 31, 2025		194,099		$		150.56


Granted		58,546		$		213.66


Vested		(62,204	)	$		91.22


Cancelled		—		$		—


Restricted Stock Units and Nonvested Restricted Stock at June 30, 2025		190,441		$		126.88

Expense related to restricted stock units and restricted stock was approximately $4.5 million and $4.3 million for the three months ended June 30, 2025, and 2024, respectively. At June 30, 2025, there was approximately $30.2 million of unearned compensation from restricted stock units and nonvested restricted shares, which will be recognized over a weighted-average period of 1.8 years.

The number of shares available for future grants of stock options, restricted stock units, stock appreciation rights, and restricted stock under the Plan was 1,255,563 at June 30, 2025.

(J) COMPUTATION OF EARNINGS PER SHARE

The calculation of basic and diluted common shares outstanding is as follows:


	For the Three Months Ended June 30,


	2025			2024


Weighted-Average Shares of Common Stock Outstanding		32,624,075			33,734,280


Effect of Dilutive Shares:


Assumed Exercise of Outstanding Dilutive Options		178,757			250,430


Less Shares Repurchased from Proceeds of Assumed Exercised Options		(78,526	)		(98,558	)


Restricted Stock and Restricted Stock Units		84,262			106,871


Weighted-Average Common Stock and Dilutive Securities Outstanding		32,808,568			33,993,023


Shares Excluded Due to Anti-Dilution Effects, Including Contingent Awards		64,216			56,641

(K) PENSION AND EMPLOYEE BENEFIT PLANS

We sponsor several single-employer defined benefit plans and defined contribution plans, which together cover substantially all our employees. Benefits paid under the single-employer defined benefit plans covering certain hourly employees were historically based on years of service and the employee’s qualifying compensation over the last few years of employment.

These plans have been frozen to new participants and new benefits over the last several years, with the last plan frozen during fiscal 2020. Our defined benefit plans are all fully funded, with plan assets exceeding the benefit obligation at March 31, 2025. Due to the frozen status and current funding of the single-employer pension plans, our expected pension expense for fiscal 2026 is less than $0.1 million.

(L) INCOME TAXES

Income Taxes for the interim periods presented have been included in the accompanying financial statements on the basis of an estimated annual effective tax rate. In addition to the amount of tax resulting from applying the estimated annual effective tax rate to pre-tax income, we will include, when appropriate, certain items treated as discrete events to arrive at an estimated overall tax amount. The effective tax rate for the three months ended June 30, 2025, was approximately 22%, which is consistent with the tax rate for the three months ended June 30, 2024. The effective tax rate was higher than the U.S. statutory rate of 21% mainly due to state income taxes, partially offset by a benefit recognized related to percentage depletion.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing the impact of the OBBBA on its consolidated financial statements.

(M) LONG-TERM DEBT

Long-term Debt at June 30, 2025 was as follows:



	June 30, 2025			March 31, 2025


	(dollars in thousands)


Revolving Credit Facility	$	275,000		$	200,000


2.500% Senior Unsecured Notes Due 2031		750,000			750,000


Term Loan		292,500			296,250


Total Debt		1,317,500			1,246,250


Less: Current Portion of Long-term Debt		(15,000	)		(15,000	)


Less: Unamortized Discount and Debt Issuance Costs		(7,617	)		(7,934	)


Long-term Debt	$	1,294,883		$	1,223,316

Revolving Credit Facility

We have an unsecured $750.0 million revolving credit facility (the Revolving Credit Facility), which includes a separate $300.0 million term loan facility (the Term Loan). The Revolving Credit Facility also provides the Company the option to increase the borrowing capacity by up to $375.0 million (for a total borrowing capacity of $1,125.0 million), provided the existing lenders, or new lenders, agree to such increase. The Revolving Credit Facility includes a $40.0 million letter of credit facility and a swingline loan sub-facility of $25.0 million, and expires on February 4, 2030.

The Revolving Credit Facility contains customary covenants for an unsecured investment-grade facility, including covenants that restrict the Company’s and/or its subsidiaries’ ability to incur additional debt; encumber assets; merge with or transfer or sell assets to other persons; and enter into certain affiliate transactions.

The Revolving Credit Facility also requires the Company to maintain at the end of each fiscal quarter a Leverage Ratio of 3.50:1.00 or less and an Interest Coverage Ratio (both ratios, as defined in the Revolving Credit Facility) equal to or greater than 2.50 to 1.00 (collectively, the Financial Covenants).

At the Company’s option, outstanding loans under the Revolving Credit Facility bear interest, at a variable rate equal to either (i) the adjusted term SOFR rate (secured overnight financing rate), plus 10 basis points, plus an agreed spread (ranging from 100 to 162.5 basis points, which is established based on the Company's credit rating); (ii) in respect of any Revolving Loans (until such time as the then-existing Benchmark (as defined in the Revolving Credit Facility) is replaced in accordance with the Revolving Credit Facility), the adjusted daily simple SOFR rate, plus 10 basis points, plus an agreed spread (ranging from 100 to 162.5 basis points, which is established based on the Company's credit rating) or (iii) an Alternate Base Rate (as defined in the Revolving Credit Facility), which is the highest of (a) the Prime Rate (as defined in the Revolving Credit Facility) in effect on any applicable day, (b) the NYFRB Rate (as defined in the Revolving Credit Facility) in effect on any applicable day, plus ½ of 1%, and (c) the Adjusted Term SOFR (as defined in the Revolving Credit Facility) for a one-month interest period on any applicable day, or if such day is not a business day, the immediately preceding business day, plus 1.0%, in each case plus an agreed upon spread (ranging from 0 to 62.5 basis points), which is established quarterly based on the Company's credit rating. The Company is also required to pay a facility fee on unused available borrowings under the Revolving Credit Facility ranging from 9 to 22.5 basis points, which is established based on the Company's then credit rating.

The Company pays each lender a participation fee with respect to such lender’s participations in letters of credit, which fee accrues at the same Applicable Rate (as defined in the Revolving Credit Facility) used to determine the interest rate applicable to Eurodollar Revolving Loans (as defined in the Revolving Credit Facility), plus a fronting fee for each letter of credit issued by the issuing bank in an amount equal to 12.5 basis points per annum on the daily maximum amount then available to be drawn under such letter of credit. The Company also pays each issuing bank such bank’s standard fees with respect to issuance, amendment or extensions of letters of credit and other processing fees, and other standard costs and charges relating to such issuing bank’s letters of credit from time to time.

There was $275.0 million of outstanding borrowings under the Revolving Credit Facility, plus $9.9 million outstanding letters of credit as of June 30, 2025, leaving us with $465.1 million of available borrowings under the Revolving Credit Facility, net of the outstanding letters of credit. We were in compliance with all Financial Covenants on June 30, 2025; therefore, the entire $465.1 million is available for future borrowings.

Term Loan

On February 4, 2025, we increased our Term Loan borrowings under the Revolving Credit Facility to $300.0 million, and used these proceeds to, among other things, pay down a portion of the Revolving Credit Facility. The Term Loan requires quarterly principal payments of approximately $3.8 million, with any unpaid amounts due upon maturity on February 4, 2030. At the Company’s option, principal amounts outstanding under the Term Loan bear interest as set forth in the Revolving Credit Facility (but not, for the avoidance of doubt, at a daily simple SOFR rate unless and until such time as the then-existing Benchmark (as defined in the Revolving Credit Facility) is replaced in accordance with the Revolving Credit Facility).

2.500% Senior Unsecured Notes Due 2031

On July 1, 2021, we issued $750.0 million aggregate principal amount of 2.500% senior notes due July 2031 (the 2.500% Senior Unsecured Notes). The 2.500% Senior Unsecured Notes are senior unsecured obligations of the Company and are not guaranteed by any of our subsidiaries. The 2.500% Senior Unsecured Notes were issued net of original issue discount of $6.3 million and have an effective interest rate of approximately 2.6%. The original issue discount is being amortized by the effective interest method over the 10-year term of the notes. The 2.500% Senior Unsecured Notes are redeemable prior to April 1, 2031, at a redemption price equal to 100% of the aggregate principal amount of the 2.500% Senior Unsecured Notes being redeemed, plus the present value of remaining scheduled payments of principal and interest from the applicable redemption date to April 1, 2031, discounted to the redemption date on a semi-annual basis at the Treasury rate plus 20 basis points.

The 2.500% Senior Unsecured Notes are redeemable on or after April 1, 2031, at a redemption price equal to 100% of the aggregate principal amount of the 2.500% Senior Unsecured Notes being redeemed, plus accrued and unpaid interest to, but excluding, the applicable redemption date. If we experience certain change of control triggering events, we would be required to offer to repurchase the 2.500% Senior Unsecured Notes at a purchase price equal to 101% of the aggregate principal amount of the 2.500% Senior Unsecured Notes being repurchased, plus accrued and unpaid interest to, but excluding, the applicable redemption date. The indenture governing the 2.500% Senior Unsecured Notes contains certain covenants that limit our ability to create or permit to exist certain liens; enter into sale and leaseback transactions; and consolidate, merge, or transfer all or substantially all of our assets, and provides for certain events of default that, if any occurred, would permit or require the principal of and accrued interest on the 2.500% Senior Unsecured Notes to become or be declared due and payable.

(N) SEGMENT INFORMATION

Operating segments are defined as components of an enterprise that engage in business activities that earn revenue, incur expenses, and prepare separate financial information that is evaluated regularly by our chief operating decision maker (CODM), who is our President and Chief Executive Officer, to assist in allocating resources and assessing performance. This assessment is primarily based on segment earnings from operations, as management believes this is the best metric for segment operating performance. The CODM uses operating income as part of his review of the monthly operating results on a segment basis. The actual monthly results are reviewed against budgeted amounts as well as the current year reforecast and prior year actual amounts. Interest and taxes are managed on a centralized basis and are not included in segment operating information.

Our business is organized into two sectors, within which there are four reportable business segments. The Heavy Materials sector includes the Cement and Concrete and Aggregates segments. The Light Materials sector includes the Gypsum Wallboard and Recycled Paperboard segments. The Company's operating segments are the same as the Company's reporting segments.

Our primary products, portland cement and gypsum wallboard, are essential for building, expanding, and repairing roads, highways, and residential, commercial and industrial structures across America. We manufacture and sell our products through a network of more than 70 facilities spanning 21 states. Demand for our products is generally cyclical and seasonal, depending on economic and geographic conditions. Our operations are conducted in the United States and include the mining of limestone for the manufacture, production, distribution, and sale of portland cement (a basic construction material that is the essential binding ingredient in concrete); the grinding and sale of slag; the mining of gypsum for the manufacture and sale of gypsum wallboard; the manufacture and sale of recycled paperboard to the gypsum wallboard industry and other paperboard converters; the sale of readymix concrete; and the mining and sale of aggregates (crushed stone, sand, and gravel).

We operate eight modern cement plants, two slag grinding facilities, and over 30 cement distribution terminals. One cement plant and one slag plant are operated though our joint venture located in Buda, Texas (the Joint Venture). Our cement companies focus on the U.S. heartland and operate as an integrated network selling product primarily in California, Colorado, Illinois, Indiana, Iowa, Kansas, Kentucky, Missouri, Nebraska, Nevada, Ohio, Oklahoma, Tennessee, and Texas. We operate over 25 readymix concrete batch plants and seven aggregates processing plants, with annual production capacity of 9 million tons, in markets that are complementary to our cement network.

We operate five gypsum wallboard plants and a recycled paperboard mill. We distribute gypsum wallboard and recycled paperboard throughout the continental United States, with the exception of the Northeast.

We account for intersegment sales at market prices. For segment reporting purposes only, we proportionately consolidate our 50% share of the Joint Venture Revenue and Operating Earnings, consistent with the way management reports the segments within the Company for making operating decisions and assessing performance.

The following tables set forth certain financial information relating to our operations by segment. We do not allocate interest or taxes at the segment level, only at the consolidated company level.


Three Months Ended June 30, 2025 (dollars in thousands)	Cement		Concrete and Aggregates		Gypsum Wallboard		Recycled Paperboard		Total


Revenue from External Customers	$	310,326	$	73,716	$	221,516	$	29,132	$	634,690


Intersegment Revenue		10,013		3,852		—		21,972		35,837


Revenue from Joint Venture		27,283		—		—		—		27,283


		347,622		77,568		221,516		51,104		697,810


Reconciliation of Revenue


Intersegment Revenue										(35,837	)


Revenue from Joint Venture										(27,283	)


Total Consolidated Revenue									$	634,690



Less:


Freight and Delivery	$	28,078	$	6,889	$	39,372	$	—	$	74,339


Parts, Supplies, and Services (Includes Maintenance)		74,706		11,633		5,354		3,110		94,803


Energy		32,780		2,200		8,597		4,078		47,655


Raw Materials		21,160		29,057		46,667		21,894		118,778


Labor and Fixed Costs		44,509		10,023		16,117		5,865		76,514


Depreciation, Depletion, and Amortization (1)		22,838		6,791		6,519		3,672		39,820


Purchased Cement		17,274		—		—		—		17,274


Other Segment Items		25,193		4,800		6,249		2,982		39,224


Segment Profit	$	81,084	$	6,175	$	92,641	$	9,503	$	189,403



Reconciliation of Segment Profit and Loss


Corporate General and Administrative Expense										(20,783	)


Other Non-Operating Income										954


Interest Expense										(11,716	)


Earnings Before Income Taxes									$	157,858


Three Months Ended June 30, 2024 (dollars in thousands)	Cement		Concrete and Aggregates		Gypsum Wallboard		Recycled Paperboard		Total


Revenue from External Customers	$	299,572	$	61,038	$	217,826	$	30,253	$	608,689


Intersegment Revenue		10,280		3,777		—		23,987		38,044


Revenue from Joint Venture		29,310		—		—		—		29,310


		339,162		64,815		217,826		54,240		676,043


Reconciliation of Revenue


Intersegment Revenue										(38,044	)


Revenue from Joint Venture										(29,310	)


Total Consolidated Revenue									$	608,689



Less:


Freight and Delivery	$	27,148	$	6,032	$	36,485	$	44	$	69,709


Parts, Supplies, and Services (Includes Maintenance)		74,906		8,095		3,930		4,511		91,442


Energy		33,897		1,927		7,597		3,265		46,686


Raw Materials		20,998		29,901		47,071		22,622		120,592


Labor and Fixed Costs		41,621		8,000		15,462		5,461		70,544


Depreciation, Depletion, and Amortization (1)		22,917		4,530		6,473		3,690		37,610


Purchased Cement		20,819		—		—		—		20,819


Other Segment Items		7,731		3,350		6,832		6,144		24,057


Segment Profit	$	89,125	$	2,980	$	93,976	$	8,503	$	194,584



Reconciliation of Segment Profit and Loss


Corporate General and Administrative Expense										(15,649	)


Other Non-Operating Income										2,683


Interest Expense										(10,684	)


Earnings Before Income Taxes									$	170,934

(1) Depreciation, Depletion, and Amortization for corporate assets was $824 and $740 for the three months ended June 30, 2025, and 2024, respectively.


	For the Three Months Ended June 30,


	2025			2024


		(dollars in thousands)


Capital Expenditures


Cement	$		45,995	$	18,794


Concrete and Aggregates			5,603		6,589


Gypsum Wallboard			21,995		3,280


Recycled Paperboard			1,315		3,561


Corporate and Other			1,189		904


	$		76,097	$	33,128




	June 30, 2025			March 31, 2025


		(dollars in thousands)

Segment Assets


Cement	$		2,240,842	$	2,172,459


Concrete and Aggregates			411,398		408,792


Gypsum Wallboard			446,772		429,268


Recycled Paperboard			161,091		166,673


Corporate and Other			137,211		87,396


	$		3,397,314	$	3,264,588




	For the Three Months Ended June 30,


	2025			2024


		(dollars in thousands)


Cement Operating Earnings


Wholly Owned	$		77,280	$	81,409


Joint Venture			3,804		7,716


	$		81,084	$	89,125


Cement Sales Volume (M tons)


Wholly Owned			1,835		1,767


Joint Venture			158		180


			1,993		1,947

Segment Operating Earnings, including the proportionately consolidated 50% interest in the revenue and expenses of the Joint Venture, represent Revenue, less direct operating expenses, segment Depreciation, and segment Selling, General, and Administrative expenses. We account for intersegment sales at market prices. Corporate assets consist mainly of cash and cash equivalents, general office assets, and miscellaneous other assets.

The basis used to disclose Identifiable Assets; Capital Expenditures; and Depreciation, Depletion, and Amortization conforms with the equity method, and is similar to how we disclose these accounts in our Unaudited Consolidated Balance Sheets and Unaudited Consolidated Statements of Earnings.

The segment breakdown of Goodwill is as follows:


	June 30, 2025		March 31, 2025


	(dollars in thousands)


Cement	$	227,639	$	227,639


Concrete and Aggregates		118,077		118,099


Gypsum Wallboard		116,618		116,618


Recycled Paperboard		7,538		7,538


	$	469,872	$	469,894

Summarized financial information for the Joint Venture that is not consolidated is set out below. This summarized financial information includes the total amount for the Joint Venture and not our 50% interest in those amounts.


	For the Three Months Ended June 30,


	2025		2024


	(dollars in thousands)


Revenue	$	54,567	$	58,620


Gross Margin	$	10,942	$	16,424


Earnings Before Income Taxes	$	7,608	$	15,548



	June 30, 2025		March 31, 2025


	(dollars in thousands)


Current Assets	$	134,470	$	128,384


Noncurrent Assets	$	213,567	$	207,910


Current Liabilities	$	23,090	$	25,618


Noncurrent Liabilities	$	36,814	$	30,152

(O) INTEREST EXPENSE

The following components are included in Interest Expense, net:


		For the Three Months Ended June 30,


		2025				2024


		(dollars in thousands)


Interest Income	$		(151	)	$		(182	)


Interest Expense			11,393				10,391


Other Expenses			474				475


Interest Expense, net	$		11,716		$		10,684

Interest Income includes interest earned on investments of excess cash. Components of Interest Expense include interest associated with the Revolving Credit Facility, Term Loan, Senior Unsecured Notes, and commitment fees based on the unused portion of the Revolving Credit Facility. Other Expenses include amortization of debt issuance costs and Revolving Credit Facility costs.

(P) COMMITMENTS AND CONTINGENCIES

We have certain deductible limits under our workers’ compensation and liability insurance policies for which reserves are established based on the undiscounted estimated costs of known and anticipated claims. We have entered into standby letter of credit agreements relating to workers’ compensation, auto, and general liability self-insurance. At June 30, 2025, we had contingent liabilities under these outstanding letters of credit of approximately $9.9 million.

In the ordinary course of business, we execute contracts involving indemnifications that are both standard in the industry and specific to a transaction, such as the sale of a business. These indemnifications may include claims relating to any of the following: environmental and tax matters; intellectual property rights; governmental regulations and employment-related matters; customer, supplier, and other commercial contractual relationships; and construction contracts and financial matters. While the maximum amount to which the Company may be exposed under such agreements cannot be estimated, management believes these indemnifications will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows. We currently have no outstanding guarantees.

We are currently contingently liable for performance under $47.9 million in performance bonds required by certain states and municipalities, and their related agencies. The bonds are principally for certain reclamation obligations and mining permits. We have indemnified the underwriting insurance company against any exposure under the performance bonds. In our past experience, no material claims have been made against these financial instruments.

(Q) FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of our long-term debt has been estimated based on our current incremental borrowing rates for similar types of borrowing arrangements. The fair value of our 2.500% Senior Unsecured Notes at June 30, 2025, is as follows:


	Fair Value

	(dollars in thousands)


2.500% Senior Unsecured Notes Due 2031	$	664,000

The estimated fair value of our long-term debt was based on quoted prices of similar debt instruments with similar terms that are publicly traded (estimated based on Level 1 input of the fair value hierarchy). The carrying values of Cash and Cash Equivalents, Accounts Receivable, Accounts Payable, and Accrued Liabilities approximate their fair values at June 30, 2025, because these assets and liabilities have short-term maturities. The fair value of our Revolving Credit Facility and Term Loan also approximates the carrying value at June 30, 2025.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE SUMMARY

We are a leading U.S. manufacturer of heavy construction products and light building materials. Our primary products, portland cement and gypsum wallboard, are essential for building, expanding, and repairing roads, highways, and residential, commercial, and industrial structures across America. Headquartered in Dallas, Texas, Eagle manufactures and sells its products through a network of more than 70 facilities spanning 21 states. Demand for our products is generally cyclical and seasonal, depending on economic and geographic conditions. General economic downturns or localized downturns in the regions where we have operations may have a material adverse effect on our business, financial condition, and results of operations.

Our business is organized into two sectors: Heavy Materials, which includes the Cement and Concrete and Aggregates segments; and Light Materials, which includes the Gypsum Wallboard and Recycled Paperboard segments. Financial results and other information for the three months ended June 30, 2025, and 2024, are presented on a consolidated basis and by business segment.

We conduct one of our cement operations through a joint venture, Texas Lehigh Cement Company LP, which is located in Buda, Texas (the Joint Venture). We own a 50% interest in the Joint Venture and account for our interest under the equity method of accounting. We proportionately consolidate our 50% share of the Joint Venture’s Revenue and Operating Earnings in the presentation of our Cement segment, which is the way management organizes financial information with respect to the segments within the Company for making operating decisions and assessing performance.

All our business activities are conducted in the United States. These activities include the mining of limestone for the manufacture, production, distribution, and sale of portland cement, including portland limestone cement (a basic construction material that is the essential binding ingredient in concrete); the grinding and sale of slag; the mining of gypsum for the manufacture and sale of gypsum wallboard; the manufacture and sale of recycled paperboard to the gypsum wallboard industry and other paperboard converters; the sale of readymix concrete; and the mining and sale of aggregates (crushed stone, sand, and gravel).

On August 9, 2024, we finalized the acquisition of an aggregates business in Northern Kentucky. The purchase price of the acquisition was approximately $24.9 million. This business is included in our Heavy Materials sector, and its results of operations are reported in the Concrete and Aggregates business segment from the date of purchase.

On January 7, 2025, we acquired Bullskin Stone & Lime LLC. The purchase price of this acquisition was approximately $150.0 million. This acquisition is included in our Heavy Materials sector, and its results of operations are reported in the Concrete and Aggregates business segment from the date of purchase. See Note (C) in the Notes to Unaudited Consolidated Financial Statements for more information regarding this acquisition.

The above acquisitions are collectively referred to as the Aggregates Acquisitions in the following discussion of our Results of Operations.

MARKET CONDITIONS AND OUTLOOK

Our fiscal 2026 first quarter results were solid, and our markets remained resilient.

Demand Outlook

The macroeconomic environment continues to be supportive for our products. We expect demand for cement to remain steady given bipartisan federal, state and local support for public infrastructure projects and continued spending across construction end markets. To date, the majority of funds from the trillion-dollar Infrastructure Investment and Jobs Act (IIJA) has yet to be spent, while state DOT budgets have been stable.

We anticipate a pick-up in demand as the remaining IIJA funds get spent on public construction and repair projects.

In residential construction, activity remained steady during the first quarter. While continuing higher interest rates have been a headwind for housing demand and affordability, several factors, including the chronic housing shortage and the aging housing stock of existing homes in the US have supported new housing and repair and remodeling construction activity. We believe continued healthy consumer balance sheets should act as a buffer for residential construction in the near term; however, a full housing recovery is not expected until mortgage rates decline, and/or affordability headwinds recede. The path ahead for the U.S. Federal Reserve monetary policy and its effect on mortgage rates is unclear, and thus the timing of a full recovery in new-home construction remains uncertain. Nonetheless, we believe our geographic footprint across the U.S. heartland and fast-growing Sun Belt region positions us to capitalize on these market dynamics in the near and longer term.

Cost Outlook

We believe we are well-positioned to manage our cost structure and meet our customers’ needs. Our substantial raw material reserves for our Cement, Aggregates, and Gypsum Wallboard businesses, and their proximity to our respective manufacturing facilities, support our low-cost producer position across all our business segments.

Energy costs increased slightly in the first quarter, but are expected to remain relatively stable over the near future. Freight costs for our Gypsum Wallboard segment increased during the first quarter of fiscal 2026 and are expected to remain at this level for the rest of the calendar year. Freight costs for our Cement segment, which relies mostly on rail delivery, increased slightly in the first quarter, and are also expected to remain stable over the remainder of the calendar year. Additionally, labor constraints can adversely affect our Concrete and Aggregates businesses. If labor constraints were to worsen, it could cause delays and inefficiencies in these businesses.

Paper is a significant cost component in our Gypsum Wallboard business. The primary raw material used to produce paperboard is old corrugated containers (OCC). Recycled fiber prices are subject to change on short notice due to several factors, including supply of OCC and demand for OCC from both domestic and international companies. Our current customer contracts for gypsum liner include price adjustments that partially compensate for changes in the cost of raw materials, such as recycled fiber, natural gas, and electricity. However, because these price adjustments are not realized until future quarters, material costs in our Gypsum Wallboard segment are likely to fluctuate until the effects of these price adjustments are realized.

Maintenance costs are a significant part of our total operating expenses, and we expect a low single digit increase in inflation for maintenance in fiscal 2026, as equipment and contractor costs remain high.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2025, COMPARED WITH THREE MONTHS ENDED JUNE 30, 2024


	For the Three Months Ended June 30,


		2025			2024		Percentage Change


	(in thousands, except per share)


Revenue	$	634,690		$	608,689			4	%


Cost of Goods Sold		(449,091	)		(421,821	)		6	%


Gross Profit		185,599			186,868			(1	)%


Equity in Earnings of Unconsolidated Joint Venture		3,804			7,716			(51	)%


Corporate General and Administrative		(20,783	)		(15,649	)		33	%


Other Non-Operating Income		954			2,683			(64	)%


Interest Expense, net		(11,716	)		(10,684	)		10	%


Earnings Before Income Taxes		157,858			170,934			(8	)%


Income Tax Expense		(34,496	)		(37,092	)		(7	)%


Net Earnings	$	123,362		$	133,842			(8	)%


Diluted Earnings per Share	$	3.76		$	3.94			(5	)%

REVENUE

Revenue increased by $26.0 million, or 4%, to $634.7 million for the three months ended June 30, 2025. Excluding the $11.4 million related to the Aggregates Acquisitions, Revenue increased $14.6 million, or 2%. Higher Sales Volumes positively affected Revenue by $19.1 million, and were partially offset by lower gross sales prices, which adversely affected Revenue by approximately $4.5 million.

COST OF GOODS SOLD

Cost of Goods Sold increased by $27.3 million, or 6%, to $449.1 million for the three months ended June 30, 2025. Excluding the $9.6 million related to the Aggregates Acquisitions, Cost of Goods Sold increased $17.7 million, or 4%.The increase was due to higher Sales Volume and operating costs of $11.0 million and $6.7 million, respectively. Higher operating costs were primarily related to our Cement business and are discussed further in the segment analysis.

GROSS PROFIT

Gross Profit decreased 1% to $185.6 million during the three months ended June 30, 2025. Excluding the $1.8 million of Gross Profit related to the Aggregates Acquisitions, Gross Profit decreased $3.1 million, or 2% .The decrease was primarily related to lower gross sales prices and higher operating costs of $4.5 million and $6.7 million, respectively, partially offset by higher Sales Volume of $8.1 million. The gross margin declined to 29%, with higher gross sales prices being partially offset by a rise in operating costs.

EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURE

Equity in Earnings of our Unconsolidated Joint Venture decreased by $3.9 million, or 51%, for the three months ended June 30, 2025. The decrease was due to lower Sales Volume and average gross sales prices of $0.5 million and $0.2 million, respectively, and increased operating costs of $3.2 million. Increased operating costs were primarily related to higher energy, freight, and fixed costs, which reduced operating earnings by $0.6 million, $0.9 million, and $2.0 million respectively.

CORPORATE GENERAL AND ADMINISTRATIVE

Corporate General and Administrative expenses increased by approximately $5.2 million, or 33%, for the three months ended June 30, 2025. The increase was due primarily to higher salary and incentive compensation, professional fees, and information technology costs of $2.2 million, $1.1 million, and $1.2 million, respectively.

OTHER NON-OPERATING INCOME

Other Non-Operating Income consists of a variety of items that are unrelated to segment operations and include non-inventoried Aggregates income, asset sales, and other miscellaneous income and cost items.

INTEREST EXPENSE, NET

Interest Expense, net increased by approximately $1.0 million, or 10%, during the three months ended June 30, 2025. This increase was mainly due to higher interest on our Revolving Credit Facility (as discussed below), which was related to higher average outstanding borrowings in the first quarter of fiscal 2026 compared with the prior-year period.

EARNINGS BEFORE INCOME TAXES

Earnings Before Income Taxes decreased to $157.9 million during the three months ended June 30, 2025, primarily as a result of lower Gross Profit and Equity in Earnings of Unconsolidated Joint Venture, and higher Interest Expense, net and Corporate General and Administrative expense.

INCOME TAX EXPENSE

Income Tax Expense was $34.5 million for the three months ended June 30, 2025, compared with $37.1 million for the three months ended June 30, 2024. The effective tax rate remained consistent at 22% with the prior-year period.

NET EARNINGS

Net Earnings decreased 8% to $123.4 million for the three months ended June 30, 2025.

THREE MONTHS ENDED JUNE 30, 2025 COMPARED WITH THREE MONTHS ENDED JUNE 30, 2024, BY SEGMENT

The following presents results within our two business sectors for the three months ended June 30, 2025, and 2024. Revenue and operating results are organized by sector and discussed by individual business segments.

Heavy Materials

CEMENT (1)


	For the Three Months Ended June 30,


		2025			2024		Percentage Change


	(in thousands, except per ton information)


Revenue, including Intersegment and Joint Venture	$	347,622		$	339,162			2	%


Less Intersegment Revenue	$	(10,013	)	$	(10,280	)		(3	)%


Less Joint Venture Revenue	$	(27,283	)	$	(29,310	)		(7	)%


Revenue	$	310,326		$	299,572			4	%


Sales Volume (M Tons)		1,993			1,947			2	%


Freight and Delivery Costs billed to Customers	$	(20,132	)	$	(20,372	)		(1	)%


Average Net Sales Price, per ton (2)	$	156.72		$	156.10			—


Operating Margin, per ton	$	40.68		$	45.78			(11	)%


Operating Earnings	$	81,084		$	89,125			(9	)%

(1) Total of wholly owned subsidiaries and proportionately consolidated 50% interest of the Joint Venture’s results.

(2) Net of freight per ton, including Joint Venture.

Cement Revenue was $347.6 million, a 2% increase, for the three months ended June 30, 2025. This increase was due to higher gross sales prices and Sales Volume, which increased Cement Revenue by $0.8 million and $7.6 million, respectively.

Cement Operating Earnings decreased by $8.0 million to $81.1 million for the three months ended June 30, 2025. The decrease was due to higher operating costs of $11.0 million, which were partially offset by higher Sales Volume and higher gross sales prices of $2.2 million and $0.8 million, respectively. The increase in operating costs was mainly due to higher freight, energy, labor and other fixed costs, and purchased raw materials costs of approximately $0.8 million, $0.4 million, $7.1 million, and $1.6 million, respectively. The Operating Margin decreased to 23% from 26% because of higher operating costs, partially offset by the increase in gross sales prices.

CONCRETE AND AGGREGATES


	For the Three Months Ended June 30,


		2025			2024		Percentage Change


	(in thousands, except net sales prices)


Revenue, including Intersegment	$	77,568		$	64,815			20	%


Less Intersegment Revenue		(3,852	)		(3,777	)		2	%


Revenue	$	73,716		$	61,038			21	%


Sales Volume


M Cubic Yards of Concrete		322			343			(6	)%


M Tons of Aggregate		1,731			799			117	%


Average Net Sales Price


Concrete, Per Cubic Yard	$	150.43		$	148.56			1	%


Aggregates, Per Ton	$	14.24		$	12.61			13	%


Operating Earnings	$	6,175		$	2,980			107	%

Concrete and Aggregates Revenue increased 20% to $77.6 million for the three months ended June 30, 2025. Excluding the Aggregates Acquisitions, Revenue increased $1.4 million, or 2%. The increase was due to higher gross sales prices of $1.4 million and higher Aggregates Sales Volume of $3.1 million, which was partially offset by lower Concrete Sales Volume, which reduced Revenue by $3.1 million.

Operating Earnings were approximately $6.2 million, a 107% increase. Excluding the Aggregates Acquisitions, Operating Earnings increased $1.4 million, or 46%. The increase was due to higher gross sales prices and higher Aggregates Sales Volume, which positively affected Operating Earnings by $1.4 million and $1.7 million, respectively. Excluding the Aggregates Acquisitions, Sales Volume increased 29%, with most of the increase in our Northern Colorado and Northern Kentucky markets. The increase in Operating Earnings from higher gross sales prices and Sales Volume was partially offset by higher operating costs of $1.7 million. The increase in operating costs was primarily due to higher materials and maintenance expenses of approximately $0.7 million and $0.6 million, respectively.

Light Materials

GYPSUM WALLBOARD


	For the Three Months Ended June 30,


		2025			2024		Percentage Change


	(in thousands, except per MMSF information)


Revenue	$	221,516		$	217,826			2	%


Sales Volume (MMSF)		784			757			4	%


Freight and Delivery Costs Billed to Customers	$	(39,372	)	$	(36,485	)		8	%


Average Net Sales Price, per MSF (1)	$	232.40		$	239.43			(3	)%


Freight, per MSF	$	50.22		$	48.20			4	%


Operating Margin, per MSF	$	118.16		$	124.14			(5	)%


Operating Earnings	$	92,641		$	93,976			(1	)%

(1) Net of freight per MSF.

Gypsum Wallboard Revenue was $221.5 million, a 2% increase for the three months ended June 30, 2025. Higher Sales Volume increased Revenue by approximately $7.8 million, and was partially offset by lower gross sales prices of $4.1 million. Our market share remained relatively consistent during the three months ended June 30, 2025.

Operating Earnings decreased 1% to $92.6 million, primarily because of lower gross sales prices of $4.1 million and higher operating costs of $0.6 million, partially offset by higher Sales Volume of $3.4 million. The higher operating costs were primarily related to freight and energy, which reduced Operating Earnings by approximately $1.6 million and $0.8 million, respectively, and were partially offset by lower input costs, namely fiber, of $1.9 million. Operating Margin decreased to 42% for the three months ended June 30, 2025, primarily because of lower gross sales prices and higher operating costs. Fixed costs are not a significant portion of the overall cost of wallboard; therefore, changes in utilization have a relatively minor impact on our operating cost per unit.

RECYCLED PAPERBOARD


	For the Three Months Ended June 30,


		2025			2024		Percentage Change


	(in thousands, except per ton information)


Revenue, including Intersegment	$	51,104		$	54,240			(6	)%


Less Intersegment Revenue		(21,972	)		(23,987	)		(8	)%


Revenue	$	29,132		$	30,253			(4	)%


Sales Volume (M Tons)		90			91			(1	)%


Average Net Sales Price, per ton (1)	$	566.33		$	597.41			(5	)%


Operating Margin, per ton	$	105.59		$	93.44			13	%


Operating Earnings	$	9,503		$	8,503			12	%

(1) Net of freight per ton.

Recycled Paperboard Revenue decreased 6% to $51.1 million during the three months ended June 30, 2025. Lower gross sales prices and Sales Volume reduced Revenue by $2.8 million and $0.3 million, respectively. Lower gross sales prices were related to the pricing provisions in our long-term sales agreements.

Operating Earnings increased 12% to $9.5 million, primarily because of lower operating costs, which increased Operating Earnings by $3.8 million. This was partially offset by lower gross sales prices, which reduced Operating Earnings by approximately $2.8 million. The decrease in operating costs was primarily related to lower input costs, namely fiber, of approximately $4.4 million, which were partially offset by higher energy costs of $0.4 million. Operating Margin increased to 19%, with the decrease in operating costs offsetting the lower gross sales prices. Although the Company has certain pricing provisions in its long-term sales agreements, prices are adjusted only at certain times throughout the year, so price adjustments are not always reflected in the same period as the change in costs.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to adopt accounting policies and make significant judgments and estimates to develop amounts disclosed in the financial statements. In many cases, alternative policies or estimation techniques could be used. We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare our financial statements. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and the receipt of new or better information.

Information regarding our Critical Accounting Policies can be found in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (the Annual Report). The three Critical Accounting Policies that we believe are material to our financial statements, and either require the most judgment, or the selection or application of alternative accounting policies, are those related to long-lived assets, goodwill, and business combinations. Management has discussed the development and selection of these Critical Accounting Policies and estimates with the Audit Committee of our Board of Directors and with our independent registered public accounting firm. In addition, Note (A) in the Notes to Consolidated Financial Statements in our Annual Report contains a summary of our significant accounting policies.

Recent Accounting Pronouncements

Refer to Note (A) in the Notes to Unaudited Consolidated Financial Statements of this Quarterly Report on Form 10-Q for information regarding recently issued accounting pronouncements that may affect our financial statements.

LIQUIDITY AND CAPITAL RESOURCES

At this time, we believe we have access to sufficient financial resources from our liquidity sources to fund our business and operations, including contractual obligations, capital expenditures, and debt service obligations for at least the next twelve months. We regularly monitor any potential disruptions to the economy, and to our operations, particularly changing fiscal policy or economic conditions affecting our industries. Please see the Debt Financing Activities section below for a discussion of our Revolving Credit Facility and the amount of borrowings available to us in the next twelve-month period.

Cash Flow

The following table provides a summary of our cash flows:


	For the Three Months Ended June 30,


		2025			2024


	(dollars in thousands)


Net Cash Provided by Operating Activities	$	136,634		$	132,636


Investing Activities:


Additions to Property, Plant, and Equipment		(76,097	)		(33,128	)


Net Cash Used in Investing Activities		(76,097	)		(33,128	)


Financing Activities:


Borrowings Under Revolving Credit Facility		100,000			10,000


Repayment of Borrowings Under Revolving Credit Facility		(25,000	)		—


Repayment of Term Loan		(3,750	)		(2,500	)


Dividends Paid to Stockholders		(8,254	)		(8,538	)


Purchase and Retirement of Common Stock		(78,616	)		(85,490	)


Proceeds from Stock Option Exercises		—			56


Shares Redeemed to Settle Employee Taxes on Stock Compensation		(5,579	)		(1,421	)


Net Cash Used in Financing Activities		(21,199	)		(87,893	)


Net Increase in Cash and Cash Equivalents	$	39,338		$	11,615

Net Cash Provided by Operating Activities increased by $4.0 million to $136.6 million during the three months ended June 30, 2025. This increase was primarily attributable to higher cash flows from changes in Working Capital and noncash activity of $3.0 million and $11.4 million, respectively, partially offset by lower Operating Earnings of $10.4 million.

Working Capital increased by $40.3 million to $464.0 million at June 30, 2025, compared with March 31, 2025. The increase was primarily due to higher Cash, Accounts Receivable, net, and Prepaid and Other Assets of $39.3 million, $51.1 million, and $3.7 million, respectively. This was partially offset by $8.6 million of lower Income Tax Receivable, $21.8 million of lower Inventories, and $24.8 million of higher Income Tax Payable.

The increase in Accounts Receivable at June 30, 2025, was primarily related to higher Revenue during the three months ended June 30, 2025, particularly in the month of June, compared with the three months ended March 31, 2025. As a percentage of quarterly sales generated for the respective quarter, Accounts Receivable was approximately 42% and 45% at June 30, 2025, and March 31, 2025, respectively. Management measures the change in Accounts Receivable by monitoring the days sales outstanding on a monthly basis to determine if any deterioration has occurred in the collectability of the Accounts Receivable. No significant deterioration in the collectability of our Accounts Receivable was identified at June 30, 2025.

Our Inventory balance at June 30, 2025, decreased by approximately $21.8 million from our balance at March 31, 2025. Within Inventory, Raw Materials and Materials-in-Progress, Finished Cement, Aggregates, and Repair Parts and Supplies declined $13.4 million, $4.5 million, $1.3 million, and $1.8 million, respectively. The decline in Raw Materials and Materials-in-Progress is consistent with our business cycle; we generally build up clinker inventory over the winter months to meet the demand for cement in the spring and summer. The decrease in Repair Parts inventory was primarily due to the completion of most of our scheduled outages during the quarter. The largest individual balance in our Inventory is Repair Parts. These parts are necessary given the size and complexity of our manufacturing plants, and the age of certain of our plants, which creates the need to stock a high level of Repair Parts inventory. We believe all of these repair parts are necessary, and we perform semi-annual analyses to identify obsolete parts. We have less than one year’s sales of all product inventories, and our inventories have a low risk of obsolescence because our products are basic construction materials.

Net Cash Used in Investing Activities during the three months ended June 30, 2025, was approximately $76.1 million, compared with $33.1 million during the same period in 2024. The $43.0 million increase was primarily related to the modernization and expansion of our Mountain Cement facility.

Net Cash Used in Financing Activities was $21.2 million during the three months ended June 30, 2025 compared with $87.9 million during the same period in 2024. The $66.7 million decrease was mainly related to higher borrowings, net of repayments of $63.8 million and lower Purchase and Retirement of Common Stock of $6.9 million. This was partially offset by higher Shares Redeemed to Settle Employee Taxes on Stock Compensation of $4.2 million.

Our debt-to-capitalization ratio and net-debt-to-capitalization ratio were 46.9% and 45.7%, respectively, at June 30, 2025, compared with 46.1% and 45.7%, respectively, at March 31, 2025.

Debt Financing Activities

Below is a summary of the Company’s outstanding debt facilities at June 30, 2025:


	Maturity


Revolving Credit Facility		February 2030


Term Loan		February 2030


2.500% Senior Unsecured Notes		July 2031

See Note (M) in the Notes to Unaudited Consolidated Financial Statements for further details on the Company’s debt facilities, including interest rate, and financial and other covenants and restrictions.

The revolving borrowing capacity of our Revolving Credit Facility is $750.0 million (any revolving loans borrowed under the Revolving Credit Facility, as applicable, the Revolving Loans). The Revolving Credit Facility also includes a swingline loan sublimit of $25.0 million, and a $40.0 million letter of credit facility. At June 30, 2025, we had $275.0 million outstanding of Revolving Loans under the Revolving Credit Facility and $9.9 million of outstanding letters of credit, leaving us with $465.1 million of available borrowings under the Revolving Credit Facility, net of the outstanding letters of credit. We are contingently liable for performance under $47.9 million in performance bonds relating primarily to our mining operations. We do not have any off-balance sheet debt, or any outstanding debt guarantees.

Other than the Revolving Credit Facility, we have no additional source of committed external financing in place. Should the Revolving Credit Facility be terminated, no assurance can be given as to our ability to secure a new source of financing. Consequently, if any balance were outstanding on the Revolving Credit Facility at the time of termination, and an alternative source of financing could not be secured, it would have a material adverse impact on our business.

We believe our cash flow from operations and available borrowings under our Revolving Credit Facility, as well as cash on hand, should be sufficient to meet our currently anticipated operating needs, capital expenditures, and dividend and debt service requirements for at least the next 12 months. However, our future liquidity and capital requirements may vary depending on several factors, including market conditions in the construction industry, our ability to maintain compliance with covenants in our Revolving Credit Facility, the level of competition, and general and economic factors beyond our control, such as supply chain constraints and inflation. These and other developments could reduce our cash flow or require that we seek additional sources of funding. We cannot predict what effect these factors will have on our future liquidity. See the Market Conditions and Outlook section above for further discussion of the possible effects on our business.

As market conditions warrant, the Company may from time to time seek to purchase or repay its outstanding debt securities or loans, including the 2.500% Senior Unsecured Notes, Term Loan, and borrowings under the Revolving Credit Facility, in privately negotiated or open market transactions, by tender offer or otherwise. Subject to any applicable limitations contained in the agreements governing our indebtedness, any purchases made by us may be funded by using cash on our balance sheet or the incurrence of new debt. The amounts involved in any such purchase transactions, individually or in aggregate, may be material.

We had approximately $39.8 million of lease liabilities at June 30, 2025, with an average remaining life of approximately 11.8 years.

Dividends

Dividends paid were $8.3 million and $8.5 million for the three months ended June 30, 2025, and 2024, respectively. Each quarterly dividend payment is subject to review and approval by our Board of Directors, who will continue to evaluate our dividend payment amount on a quarterly basis.

Share Repurchases

During the three months ended June 30, 2025, our share repurchases were as follows:


Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs


April 1 through April 30, 2025		159,581	$	219.08		—


May 1 through May 31, 2025		135,000		229.65		—


June 1 through June 30, 2025		63,357		199.75		—


Quarter 1 Totals		357,938	$	219.64		—		4,311,559

On May 17, 2022, the Board of Directors authorized us to repurchase an additional 7.5 million shares. This authorization brought the cumulative total of common stock our Board has approved for repurchase in the open market to 55.9 million shares since we became publicly held in April 1994. Through June 30, 2025, we have repurchased approximately 51.9 million shares.

Share repurchases may be made from time to time in the open market or in privately negotiated transactions. The timing and amount of any share repurchases are determined by management, based on its evaluation of market and economic conditions and other factors. In some cases, repurchases may be made pursuant to plans, programs, or directions established from time to time by the Company’s management, including plans intended to comply with the safe-harbor provided by Rule 10b5-1.

During the three months ended June 30, 2025, the Company withheld from employees 23,825 shares of stock upon the vesting of Restricted Shares that were granted under the Plan. We withheld these shares to satisfy the employees’ statutory tax withholding requirements, which is necessary once the Restricted Shares or Restricted Share Units are vested.

Capital Expenditures

The following table details capital expenditures by category:


	For the Three Months Ended June 30,


	2025		2024


	(dollars in thousands)


Land and Quarries	$	1,455	$	2,344


Plants		56,023		13,591


Buildings, Machinery and Equipment		18,619		17,193


Total Capital Expenditures	$	76,097	$	33,128

Capital expenditures for fiscal 2026 are expected to range from $475.0 million to $525.0 million and will be allocated across both Heavy Materials and Light Materials sectors. These estimated capital expenditures will include the expansion and modernization of our Mountain Cement facility in Wyoming, the modernization and expansion of our gypsum wallboard plant in Oklahoma, and maintenance capital expenditures and improvements, as well as other safety and regulatory projects.

FORWARD-LOOKING STATEMENTS

Certain matters discussed in this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when the Company is discussing its beliefs, estimates or expectations as to future events. These statements are not historical facts or guarantees of future performance but instead represent only the Company’s belief at the time the statements were made regarding future events which are subject to certain risks, uncertainties and other factors, many of which are outside the Company’s control. Actual results and outcomes may differ materially from what is expressed or forecast in such forward-looking statements. The principal risks and uncertainties that may affect the Company’s actual performance include the following: the cyclical and seasonal nature of the Company’s businesses; fluctuations in public infrastructure expenditures; the effects of adverse weather conditions on infrastructure and other construction projects as well as our facilities and operations; the fact that our products are commodities and that prices for our products are subject to material fluctuation due to market conditions and other factors beyond our control; the availability of and fluctuations in the cost of raw materials; changes in the costs of energy, including, without limitation, natural gas, coal and oil (including diesel), and the nature of our obligations to counterparties under energy supply contracts, such as those related to market conditions (for example, spot market prices), governmental orders and other matters; changes in the cost and availability of transportation; unexpected operational difficulties, including unexpected maintenance costs, equipment downtime and interruption of production; material nonpayment or non-performance by any of our key customers; consolidation of our customers; interruptions in our supply chain; inability to timely execute or realize capacity expansions or efficiency gains from capital improvement projects; difficulties and delays in the development of new business lines; governmental regulation and changes in governmental and public policy (including, without limitation, climate change and other environmental regulation); changes in trade policy, including tariffs and the effects of any increases in tariffs on our business, including increases in inputs used in our facility expansion and modernization projects; possible losses or other adverse outcomes from pending or future litigation or arbitration proceedings; changes in economic conditions or the nature or level of activity in any one or more of the markets or industries in which the Company or its customers are engaged; competition; cyber-attacks or data security breaches, together with the costs of protecting our systems against such incidents and the possible effects thereof on our operations; increases in capacity in the gypsum wallboard and cement industries; changes in the demand for residential housing construction or commercial construction or construction projects undertaken by state or local governments; the availability of acquisitions or other growth opportunities that meet our financial return standards and fit our strategic focus; risks related to pursuit of acquisitions, joint ventures and other transactions or the execution or implementation of such transactions, including the integration of operations acquired by the Company; general economic conditions, including inflation and recessionary conditions; and changes in interest rates and the resulting effects on the Company and demand for our products. For example, increases in interest rates, decreases in demand for construction materials or increases in the cost of energy (including, without limitation, natural gas, coal and oil) or the cost of our raw materials can be expected to adversely affect the revenue and operating earnings of our operations. In addition, changes in national or regional economic conditions and levels of infrastructure and construction spending could also adversely affect the Company’s results of operations. Finally, any forward-looking statements made by the Company are subject to the risks and impacts associated with natural disasters, the outbreak, escalation or resurgence of health emergencies, pandemics or other unforeseen events, including, without limitation, the COVID-19 pandemic and responses thereto designed to contain its spread and mitigate its public health effects, as well as their impact on our operations and on economic conditions, capital and financial markets. These and other factors are described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, on file with the Securities and Exchange Commission. All forward-looking statements made herein are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed herein will increase with the passage of time. The Company undertakes no duty to update any forward-looking statement to reflect future events or changes in the Company’s expectations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks related to fluctuations in interest rates on our Revolving Credit Facility and Term Loan. We have occasionally utilized derivative instruments, including interest rate swaps, in conjunction with our overall strategy to manage the debt outstanding that is subject to interest rate changes. We had a $750.0 million Revolving Credit Facility at June 30, 2025, under which borrowings bear interest at a variable rate. A hypothetical 100 basis point increase in interest rates on the $275.0 million of borrowings under the Revolving Credit Facility and the $292.5 million of borrowings under the Term Loan at June 30, 2025, would increase interest expense by approximately $5.7 million on an annual basis. At present, we do not utilize derivative financial instruments.

We are subject to commodity risk with respect to price changes principally in coal, coke, natural gas, and power. We attempt to limit our exposure to changes in commodity prices by entering into contracts or increasing our use of alternative fuels.

Item 4. Controls and Procedures

We have established a system of disclosure controls and procedures that are designed to ensure that information relating to the Company, which is required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 (Exchange Act), is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), in a timely fashion. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) was performed as of the end of the period covered by this quarterly report. This evaluation was performed under the supervision and with the participation of management, including our CEO and CFO. Based upon that evaluation, our CEO and CFO have concluded that these disclosure controls and procedures were effective.

We conducted an evaluation of any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter. Based on that evaluation, we concluded that there have been no material changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In addition to the legal matters described in Part 1, Item 3 "Legal Proceedings" of our Form 10-K for the fiscal year ended March 31, 2025, from time to time, we have been and may in the future become involved in litigation or other legal proceedings in the ordinary course of our business activities or in connection with transactions or activities undertaken by us, including claims related to worker safety, worker health, environmental matters, commercial contracts, product liability, personal injury, land use rights, taxes, and permits. While the outcome of these proceedings cannot be predicted with certainty, in the opinion of management (based on currently available facts), we do not believe that the ultimate outcome of any currently pending legal proceeding will have a material effect on our consolidated financial condition, results of operations, or liquidity.

For additional information regarding claims and other contingent liabilities to which we may be subject, see Note (P) to the Unaudited Consolidated Financial Statements.

Item 1A. Risk Factors

For information regarding factors that could affect our results of operations, financial condition, and liquidity, see Part 1. Item 1A. Risk Factors in our Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission on May 20, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The disclosure required under this Item is included in “Management’s Discussion and Analysis of Results of Operations and Financial Condition” of this Quarterly Report on Form 10-Q under the heading “Share Repurchases” and is incorporated herein by reference.

Item 4. Mine Safety Disclosures

The information concerning mine safety violations or other regulatory matters required by Section 1503 (a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report Form 10-Q.

Item 5. Other Information

None of the Company's directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement, or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended June 30, 2025.

Item 6. Exhibits


3.1		Restated Certificate of Incorporation filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 11, 2006 (File No. 001-12984) and incorporated herein by reference.
3.2		Certificate of Amendment of Restated Certificate of Incorporation of Eagle Materials Inc., filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 7, 2024 (File No. 001-12984) and incorporated herein by reference.
3.3		Restated Certificate of Designation, Preferences and Rights of Series A Preferred Stock filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on April 11, 2006 (File No. 001-12984) and incorporated herein by reference.
3.4		Second Amended and Restated Bylaws filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on November 7, 2022 (File No. 001-12984) and incorporated herein by reference.
10.1*		Form of Management Restricted Stock Unit Agreement (Time). (1)
10.2*		Form of Management Restricted Stock Unit Agreement (Performance). (1)
10.3*		Form of Non-Qualified Stock Option Agreement (Time) for Senior Executives. (1)
10.4*		Form of Non-Qualified Stock Option Agreement (Performance) for Senior Executives. (1)
10.5		Eagle Materials Inc. Salaried Incentive Compensation Program for Fiscal 2026 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on May 22, 2025, and incorporated herein by reference). (1)
10.6		American Gypsum Company Salaried Incentive Compensation Program for Fiscal 2026 (filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the Commission on May 22, 2025, and incorporated herein by reference). (1)
10.7		Cement Companies Salaried Incentive Compensation Program for Fiscal 2026 (filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the Commission on May 22, 2025, and incorporated herein by reference). (1)
10.8		Eagle Materials Inc. Special Situation Program for Fiscal 2026 (filed as Exhibit 10.4 to the Current Report on Form 8-K filed with the Commission on May 22, 2025, and incorporated by reference). (1)
31.1*		Certification of the Chief Executive Officer of Eagle Materials Inc. pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934, as amended.
31.2*		Certification of the Chief Financial Officer of Eagle Materials Inc. pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934, as amended.
32.1*		Certification of the Chief Executive Officer of Eagle Materials Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of the Chief Financial Officer of Eagle Materials Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95*		Mine Safety Disclosure.
101.INS*		Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document with Embedded Linkbase Documents.
104.1*		Cover Page Interactive Data File – (formatted as Inline XBRL and Contained in Exhibit 101).

* Filed herewith.

(1) Management contract, compensatory plan, or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		EAGLE MATERIALS INC.
		Registrant

July 29, 2025		/s/ MICHAEL R. HAACK
		Michael R. Haack President and Chief Executive Officer (principal executive officer)

July 29, 2025		/s/ D. CRAIG KESLER
		D. Craig Kesler Executive Vice President – Finance and Administration and Chief Financial Officer (principal financial officer)

     July 29, 2025

     /s/ WILLIAM R. DEVLIN

      
     William R. Devlin
Senior Vice President – Controller and
Chief Accounting Officer
(principal accounting officer)

EX-10.1 2 exp-ex10_1.htm EX-10.1 EX-10.1

EXHIBIT 10.1

EAGLE MATERIALS INC.

2023 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Time Vesting)

Eagle Materials Inc., a Delaware corporation (the “Company”), and (the “Grantee”) hereby enter into this Restricted Stock Unit Award Agreement (this “Agreement”) in order to set forth the terms and conditions of the Company’s award to the Grantee on May 22, 2025 (the “Award Date”).

Award. The Company hereby awards to the Grantee Restricted Stock Units (this “Award”) on the terms and subject to the conditions contained in this Agreement. The term “RSUs” as used in this Agreement refers only to the Restricted Stock Units awarded to the Grantee under this Agreement.

Relationship to the Plan. This Award shall be subject to the terms and conditions of the Eagle Materials Inc. 2023 Equity Incentive Plan (as may be amended from time to time, the “Plan”), this Agreement and such administrative interpretations of the Plan, if any, as may be in effect on the date of this Agreement or thereafter. Except as defined herein, capitalized terms shall have the meanings ascribed to them under the Plan. For purposes of this Agreement:

(a)

“Disability” shall mean a disability of the Grantee as determined by the Board.

(b)

“Retirement” shall mean the retirement of the Grantee as approved by the Board.

(c)

“Vesting Period” shall mean the period commencing on the Award Date and ending on March 31, 2028.

Vesting.

(a)

Vesting Criteria. The Grantee’s interest in the RSUs shall vest on the dates designated (each, a “Vesting Date”) in accordance with the following vesting schedule:


Vesting Date		RSUs
May 22, 2026
March 31, 2027
March 31, 2028
Total

(b)

Shares Payable. On a Vesting Date, the number of RSUs indicated in the table above will vest and be converted into shares of Common Stock on a one-for-one basis. The resulting shares of Common Stock will be issued to the Grantee promptly, and in any event within 60 days, following the Vesting Date. Notwithstanding the foregoing, the Committee may, in its sole discretion, settle this Award or portion thereof in the form of a cash payment equal in the value of the shares of Common Stock that would otherwise be payable hereunder.

(c) Forfeiture. Subject to Section 4, the Grantee must be in continuous service as an Employee or, if applicable, as a Non-Employee Director for purposes of Section 1.4 of the Plan (“Continuous Service”) from the Award Date through the applicable Vesting Date for the applicable unvested RSUs to become vested. Subject to Section 4, the termination of such Continuous Service prior to a Vesting Date shall cause all unvested RSUs to be automatically forfeited as of the date of such termination of Continuous Service. 4. Change in Control; Death, Disability or Retirement. (a) Change in Control. Notwithstanding Section 3, if the Grantee has been in Continuous Service from the Award Date through the occurrence of a Change in Control, then, in the event of the occurrence of such a Change in Control, any vesting of the RSUs will remain subject to the applicable provisions of the Plan, including, but not limited to, Sections 1.3 and 5.8 thereof.(b) Death, Disability or Retirement. Notwithstanding Section 3(c), in the event the Grantee’s Continuous Service terminates by reason of death, Disability or Retirement, then subject to the restrictive covenants in Section 11, as applicable, any then-unvested RSUs (and any related dividend equivalents described in Section 5) not previously forfeited shall remain eligible to vest pursuant to Section 3 on the applicable Vesting Date as if the Grantee had remained in such Continuous Service following such termination. 5. Dividend Equivalents. Subject to the vesting of the Restricted Stock Units in accordance with this Agreement, the Grantee shall be entitled to earn dividend equivalent Restricted Stock Units as follows and pursuant to this Section 5. As and when a dividend payment is made with respect to a share of Common Stock, such dividend payment shall be multiplied by, as applicable, the number of the (a) then-outstanding Restricted Sock Units awarded under this Agreement, or (b) Deemed RSUs (as defined below) that are then in effect under this Section 5 (i.e., immediately prior to such dividend payment); provided that the record date for such dividend payment occurs on or after the Award Date. Immediately thereafter, (i) the resulting amount that is determined pursuant to the preceding sentence shall be credited to a book entry account on behalf of the Grantee, and (ii) the amount of such book entry account shall be deemed to be reinvested in shares of Common Stock based on the then-Fair Market Value of such Common Stock (“Reinvested Shares”). At such time, (x) the number of such Reinvested Shares shall be deemed to be held by the Grantee in the form of additional Restricted Stock Units under this Agreement (i.e., as dividend equivalent Restricted Stock Units), and (y) the then-outstanding number of Restricted Stock Units under this Agreement shall be deemed to be increased by the number of such additional Restricted Stock Units (as increased, the “Deemed RSUs”). For purposes of the preceding sentence, the number of such additional Restricted Stock Units shall be equal to the number of Reinvested Shares on a one-for-one basis. For the avoidance of doubt, any such dividend equivalent Restricted Stock Units shall be subject to the same vesting and forfeiture conditions that apply to then-outstanding Restricted Stock Units originally awarded under this Agreement. The number of dividend equivalent Restricted Stock Units that become vested in accordance with this Agreement shall be converted into shares of Common Stock on a one-for-one basis and issued to the Grantee at the time shares of Common Stock are issued to the Grantee in accordance with, and subject to, Section 3(b).

Corporate Events. If, from time to time prior to the issuance of shares of Common Stock under Section 3(b), there is any equity restructuring affecting the outstanding Common Stock that causes the per share value of Common Stock to change, the RSUs and other applicable terms of this Award shall be adjusted in accordance with the provisions of Section 5.7 of the Plan. Any and all new, substituted or additional securities to which the Grantee may be entitled by reason of this Award because of an equity restructuring shall be immediately subject to the restrictions set forth herein (as may be modified pursuant to this Agreement) and included thereafter as RSUs for purposes of this Agreement.

Issuance of Shares. The Company shall not be obligated to issue any shares of Common Stock if counsel to the Company determines that such issuance would violate any applicable law or any rule or regulations of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action in order to cause the issuance of shares of Common Stock to comply with any such law, rule, regulations or agreement.

Shareholder Rights. The Grantee shall have no rights of a shareholder with respect to shares of Common Stock subject to this Award unless and until such time as this Award has been paid pursuant to Section 3 and shares of Common Stock have been issued to the Grantee.

Stock Certificates. Certificates or other evidences of or representing the Common Stock issued pursuant to this Award will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Award. The Company may place a “stop transfer” order against shares of the Common Stock issued or issuable pursuant to this Award until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Section 9 have been complied with.

10.

Tax Consequences; Withholding of Taxes. The Grantee acknowledges that the Grantee has reviewed, or has had the opportunity to review, with the Grantee’s own tax advisors the federal, state, and local tax consequences of this investment and the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that the Grantee (and not the Company) shall be responsible for the Grantee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. No shares of Common Stock that may be acquired hereunder shall be issued in respect of the Grantee unless the withholding obligation under applicable tax laws or regulations imposed upon the Company with respect to the issuance of such shares of Common Stock has been remitted to the Company or unless provisions to pay such withholding requirements have been made to the satisfaction of the Committee. The Committee may make such provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with this Award; provided that the Grantee, in his or her sole discretion, may elect to surrender, or direct the Company to withhold from the vested RSUs and dividend equivalent Restricted Stock Units, shares of Common Stock in such number as necessary to satisfy the tax withholding obligation. In addition, the Grantee may pay all or any portion of the taxes required to be withheld by the Company or paid by the Grantee in connection with the settlement of the RSUs hereunder by delivering cash, check or cash equivalents. The Grantee must make the foregoing election on or before the date that the amount of tax to be withheld is determined.

11.

Restrictive Covenants. The Grantee acknowledges and agrees that the restrictions in this Section 11 are necessary to protect the goodwill of the Company and the Confidential Information (as defined below) provided by the Company to the Grantee pursuant to this Agreement or otherwise.

(a) Confidential Information. The Grantee acknowledges that, by virtue of his or her service to the Company and any of its affiliates either as an Employee or if applicable, as a Non-Employee Director, the Company has provided and promises to provide the Grantee with Confidential Information (as defined below). The Grantee shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliates, and their respective businesses, which shall have been obtained by the Grantee during the Grantee’s service to the Company or any of its affiliates either as an Employee or if applicable, as a Non-Employee Director, and which shall not be or become public knowledge (other than by acts by the Grantee or representatives of the Grantee in violation of this Agreement) (“Confidential Information”). After termination of the Grantee’s employment with the Company, the Grantee shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those persons designated by it. In accordance with the Defend Trade Secrets Act of 2016, the Grantee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (x) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit the Grantee’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information. Nothing in this Agreement shall be construed to prohibit Employee from engaging in protected concerted activity under the National Labor Relations Act for the purpose of collective bargaining or other mutual aid or protection, including, without limitation, (A) making disclosures concerning this Agreement in aid of such concerted activities; (B) filing unfair labor practice charges; (C) assisting others who are filing such charges; and (D) cooperating with the investigative process of the National Labor Relations Board or other government agencies.

(b) Non-Competition. During the Vesting Period, in order to protect all Confidential Information, the Grantee agrees that to the fullest extent permitted by law, the Grantee shall not engage or be engaged in any aspect whatsoever of any of the following lines of business: (i) the production (including any associated mining), distribution, marketing or sale of cement (including Portland cement, oil well cement and blended cements), slag, slag cement, masonry cement, fly-ash, pozzolan or clinker; (ii) the production, distribution or marketing of readymix concrete; (iii) the mining, extraction, production or marketing of crushed stone, sand, gravel and aggregates; (iv) the production (including any associated mining), distribution, marketing or sale of gypsum wallboard; (v) the production, distribution, marketing or sale of recycled paperboard; or (vi) any other line of business engaged in by the Company or any of its affiliates (each a “Line of Business”), either directly or indirectly as an individual, or as an employee, associate, partner, stockholder, consultant, owner, manager, agent or otherwise or by means of any corporate or other device, either on his or her own behalf in the Restricted Areas (as defined below) or on behalf of others who are engaged in any Line of Business (either directly or through an affiliate (including by virtue of having an affiliate in the Restricted Areas)) in the Restricted Areas; provided, that, notwithstanding the foregoing, the Grantee may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Grantee is not a controlling person of, or a member of a group which controls, such entity, and (C) the Grantee does not, directly or indirectly, own 1% or more of any class of securities of such entity. The “Restricted Areas” are, specific to each Line of Business, the geographic areas in which the Company or any of its affiliates engages in the following activities for such Line of Business: (x) operates a manufacturing facility or other facility engaged in business operations; (y) engages in the distribution or sale of its products; or (z) is actively pursuing a strategic initiative (including a merger, acquisition or business expansion) that would reasonably be expected to result in the Company or any of its affiliates engaging in the activities described in clause (x) or (y) above, of which (in the case of this clause (z)) the Company has informed the Grantee or in respect of which the Grantee has performed any services.

(c) Non-Solicitation. During the Vesting Period, the Grantee will not, directly or indirectly, in any manner (i) (x) solicit or attempt to solicit any individual that is an employee of the Company or its affiliates (“Employee”), (y) encourage any person (other than the Company) to solicit any Employee, or (z) otherwise encourage any Employee to discontinue his or her employment with the Company or one of its affiliates; provided, that this Agreement shall not prohibit any advertisement or general solicitation (or hiring as a result thereof) that is not specifically targeted at such persons; (ii) solicit any customer who currently is a customer of the Company or its affiliates for the purpose of providing, distributing or selling products or services similar to those sold or provided by the Company; or (iii) persuade or attempt to persuade any customer or supplier of the Company (or any of its affiliates) to terminate or modify such customer’s or supplier’s relationship with the Company (or any of its affiliates).

(d) Remedies. In the event of the Grantee’s breach or threatened breach of this Section 11, in addition to any other remedies, the Company shall be entitled to specific performance and/or a temporary or permanent injunction prohibiting and enjoining the Grantee from violating the covenants set forth in this Section 11. For purposes of obtaining equitable relief, such as specific performance, a temporary restraining order, or an injunction (but not any relief to the extent it would involve the payment by the Grantee of monetary damages or the loss of a benefit under this Agreement), the Company need not prove, and the Grantee acknowledges and agrees that irreparable harm or injury will have occurred as a result of any breach of the covenants set forth in this Section 11, and the Company need not provide notice or pay bond to the maximum extent permitted by law. In the event of the Grantee’s breach or threatened breach of the restrictive covenants contained in this Section 11, in addition to any other remedies available hereunder, at law or in equity, the Company shall also be entitled to recover the value of all remaining unvested RSUs, which shall be immediately forfeited by the Grantee. The Vesting Period solely for purposes of this Section 11 shall be tolled for any period of time during which the Grantee is in violation of the restrictions in Sections 11(b) and 11(c) (e.g., in no event shall this sentence otherwise cause the Vesting Date to be delayed or the Vesting Period to be extended for purposes of Section 3).

(e) Reformation. In the event that any covenant contained in this Section 11 should ever be adjudicated to exceed the time, geographic or other limitations permitted by applicable law, then such covenant shall be reformed to the maximum time, geographic or other limitations to the maximum extent permitted by law. The covenants contained in this Section 11 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

(f) State-Specific Requirements. The effectiveness of Sections 11(b) and 11(c) shall be subject to applicable state law, such that, Sections 11(b) and/or and 11(c) shall only apply to the extent permitted under applicable federal or state law (e.g., the state law, if applicable, that may apply on a mandatory basis based on where the Grantee resides).

12.

Entire Agreement; Governing Law; Venue. The Plan and this Agreement constitute the entire agreement of the Company and the Grantee (collectively, the “Parties”) with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Parties with respect to the subject matter hereof, and may not be modified in a manner that adversely affects the Grantee’s interest hereunder except by means of a writing signed by the Parties or as otherwise permitted under the Plan or this Agreement. Nothing in the Plan and this Agreement (except as expressly provided therein or herein) is intended to confer any rights or remedies on any person other than the Parties. The Plan and this Agreement are to be construed in accordance with and governed by the internal laws of the State of Texas, without giving effect to any choice-of-law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Texas to the rights and duties of the Parties. The Parties hereby submit to the exclusive jurisdiction of the state and federal courts in Dallas County, Texas. Each Party irrevocably waives, to the fullest extent permitted by law, any objection which either party may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Should any provision of the Plan or this Agreement be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

13.

Jury Trial Waiver. THE GRANTEE HEREBY WAIVES THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM AGAINST THE COMPANY FOR BREACH OR ENFORCEMENT OF THE PLAN OR THIS AGREEMENT.

14.

Interpretive Matters. Whenever required by the context, pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, or neuter, and the singular shall include the plural, and vice versa. The term “include” or “including” does not denote or imply any limitation. The term “business day” means any Monday through Friday other than such a day on which banks are authorized to be closed in the State of Texas.

The captions and headings used in this Agreement are inserted for convenience and shall not be deemed a part of this Award or this Agreement for construction or interpretation.

15.

Notice. Any notice or other communication required or permitted hereunder shall be given in writing or by such electronic means, as permitted by the Committee, and shall be deemed effectively delivered or given upon receipt or, in the case of notices delivered by mail by the Company to the Grantee, on the third business day after deposit in the United States mail, postage prepaid, addressed to the Grantee at the address specified at the end of this Agreement or at such other address as the Grantee hereafter designates by written notice to the Company. By accepting this Award, the Grantee consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

16.

Recoupment. This Award (and amounts paid in respect thereof) shall be subject to the terms of any recoupment (clawback) policy adopted by the Company as in effect from time to time, as well as any recoupment/forfeiture provisions required by law and applicable to the Company or its subsidiaries, including pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act; provided, however, unless prohibited by applicable law, any Company recoupment (clawback) policy shall have no application to this Award (or amounts paid in respect thereof) following a Change in Control.

17.

Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Grantee, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Grantee may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted herein or pursuant to the Plan.

18.

No Employment Guaranteed. No provision of this Agreement shall confer any right upon the Grantee to continued employment or service with the Company or any subsidiary.

[Signature page follows]

EAGLE MATERIALS INC.


		By:

		Name:

		Its:

		Address:

The Grantee acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. The Grantee further agrees to notify the Company upon any change in the address for notice indicated in this Agreement.

GRANTEE:


		Signed:	_____________________________________

		Name:

		Mailing Address:
		Email Address(es):

EX-10.2 3 exp-ex10_2.htm EX-10.2 EX-10.2

EXHIBIT 10.2

EAGLE MATERIALS INC.

2023 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

(Performance Vesting)

Award. The Company hereby awards to the Grantee Restricted Stock Units (this “Award”) as the target amount of a performance-based Restricted Stock Unit award on the terms and subject to the conditions contained in this Agreement. Depending on the Company’s performance as set forth in Section 3, the Grantee may earn 0% to 200% of the target number of Performance Share Units awarded. The term “Performance Share Units” or “PSUs” as used in this Agreement refers only to the performance-based Restricted Stock Units awarded to the Grantee under this Agreement.

(a)

“Average Absolute TSR” shall be calculated based on the following formula:

Avg. A-TSR = [((Ending Price + Reinvested Dividends)/Beginning Price)^(1/3)] – 1

(b)

“Average Return on Equity” shall mean: (i) the sum of the Return on Equity for each of the 3 fiscal years contained within the Performance Period; divided by (ii) 3.

(c)

“Average Stockholders’ Equity” for a fiscal year shall mean: (i) the Company’s total stockholders’ equity as of the beginning of such fiscal year plus the Company’s total stockholders’ equity at the end of such fiscal year; divided by (ii) 2.

(d)

“Beginning Price” shall mean the average per share closing price of a share or share equivalent of Common Stock on the applicable stock exchange for the period of 20 trading days immediately preceding the first day of the Performance Period.

(e)

“Disability” shall mean a disability of the Grantee as determined by the Board.

(f)

“Ending Price” shall mean the average per share closing price of a share or share equivalent of Common Stock on the applicable stock exchange for the period of 20 trading days immediately preceding and including the last day of the Performance Period.

(g)

“Performance Period” shall mean the period commencing on April 1, 2025 and ending on March 31, 2028.

(h)

“Reinvested Dividends” shall be calculated by multiplying (i) the aggregate number of shares (including fractional shares) that could have been purchased during the Performance Period had each cash dividend paid on a single share of Common Stock during that period been immediately reinvested in additional shares (or fractional shares) of Common Stock at the closing selling price per share on the applicable ex-dividend date, using the closing price on such date, by (ii) the Ending Price. Each of the foregoing amounts will be equitably adjusted for stock splits, stock dividends, recapitalizations and other similar events affecting the shares.

(i)

“Retirement” shall mean the retirement of the Grantee as approved by the Board.

(j)

“Return on Equity” for a fiscal year shall mean the following calculation (as determined by the Committee): (i) the net earnings of the Company for such fiscal year; divided by (ii) the Company’s Average Stockholders’ Equity for such fiscal year.

(k)

“Vesting Date” shall mean, with respect to the Performance Period, the fifth business day following the Certification Date (as defined below).

(l)

“Vesting Period” shall mean the period commencing on the Award Date and ending on the Vesting Date.

Vesting.

(a)

Performance Criteria. The number of PSUs that may be earned hereunder shall be based on the achievement of the performance criteria set forth below, and the percentage of such PSUs that may vest (the “Vesting Percentage”) will be equal to the percentage of target PSUs earned, as modified by the TSR modifier and further qualified below.


Performance Level	Average Return on Equity	Percentage of Target PSUs Earned	Average Absolute TSR	TSR Modifier to Percentage of Target PSUs Earned	Vesting Percentage of Target PSUs
Maximum	> 20.0%	150.00%	> 12.0%	1.33x	200.00%
Target	15.0%	100.00%	8.0%	1.00x	100.00%
Threshold	10.0%	50.00%	0.0%	1.00x	50.00%

; provided, that (i) the percentage of the target PSUs earned and the TSR Modifier, respectively, shall be calculated based on straight-line interpolation between the points shown above with fractional points rounded up to the nearest hundredth of a percent; (ii) if Average Absolute TSR is less than threshold, then the Vesting Percentage is capped at 100.0%, even if Average Return on Equity is greater than target; and (iii) if Average Absolute TSR is greater than 20.0%, then the Vesting Percentage shall be no less than 100.0%, even if Average Return on Equity is less than target or threshold.

After the end of the Performance Period, the Committee shall certify the Vesting Percentage (“Certification Date”), with such Certification Date occurring no later than 90 days from the end of the Performance Period, and the PSUs, if earned, shall vest and be payable in Common Stock as set forth in Section 3(b) below. Upon the Certification Date, any portion of the PSUs that are not earned in accordance with the provisions above shall be immediately and automatically forfeited.

(b)

Shares Payable. On the Vesting Date, a number of PSUs equal to the target number of PSUs awarded in this Agreement multiplied by the Vesting Percentage will vest and be converted into shares of Common Stock on a one-for-one basis, rounding up to the next whole share. The resulting shares of Common Stock will be issued to the Grantee promptly, and in any event within 60 days, following the Vesting Date. Notwithstanding the foregoing, the Committee may, in its sole discretion, settle this Award or portion thereof in the form of a cash payment equal in the value of the shares of Common Stock that would otherwise be payable hereunder.

(c)

Forfeiture. Subject to Section 4, the Grantee must be in continuous service as an Employee or, if applicable, as a Non-Employee Director for purposes of Section 1.4 of the Plan (“Continuous Service”) from the Award Date through the Vesting Date for any unvested PSUs, if earned, to become vested. Subject to Section 4, the termination of such Continuous Service prior to the Vesting Date shall cause all unvested PSUs to be automatically forfeited as of the date of such termination of Continuous Service.

(d)

Calculations and Adjustments. The Committee shall have the authority to approve the calculations involving Average Return on Equity and Average Absolute TSR for purposes of vesting, and its approval of such calculations shall be final, conclusive and binding on all parties; provided, that Average Return on Equity and Average Absolute TSR and calculation of actual results, in each case, shall be equitably adjusted as determined by the Committee in its discretion, including, without limitation, to account for (i) any business acquisition or disposition (including spin-offs) that occurs after the Award Date, including any related impairments, write-downs, gains or losses; (ii) the impact of litigation matters (including legal fees, settlements and adjustments) in the event that the amount exceeds $5 million in the aggregate; and (iii) the impact of extraordinary items not related to the Company’s current or ongoing business operations, including impairments, write-downs or other significant non-operational charges. Without limiting the generality of the foregoing, in the event the Company determines to effect a spin-off that will occur prior to the end of the Performance Period, the Committee shall have the discretion to determine the extent to which Average Return on Equity and Average Absolute TSR shall be deemed to have been satisfied through the effective date of such spin-off or earlier, as determined by the Committee and such determination date shall constitute the Certification Date hereunder.

Change in Control; Death, Disability or Retirement.

(a) Change in Control. Notwithstanding Section 3, if the Grantee has been in Continuous Service from the Award Date through the occurrence of a Change in Control, then, in the event of the occurrence of such a Change in Control, any vesting of the PSUs will remain subject to the applicable provisions of the Plan, including, but not limited to, Sections 1.3 and 5.8 thereof.

(b) Death, Disability or Retirement. Notwithstanding Section 3(c), in the event the Grantee’s Continuous Service terminates by reason of death, Disability or Retirement, and in each case, such termination occurs on or after the first anniversary of the commencement of the Performance Period and prior to the Vesting Date, then subject to the restrictive covenants in Section 11, as applicable, any then-unvested PSUs (and any related dividend equivalents described in Section 5) not previously forfeited shall remain eligible to vest pursuant to Section 3 on the Vesting Date as if the Grantee had remained in such Continuous Service following such termination, it being understood that any PSUs (and any related dividend equivalents described in Section 5) that are not earned with respect to the Performance Period shall be forfeited.

(c) Other Termination. Notwithstanding Section 3(c) above, in the event the Grantee’s Continuous Service terminates (other than a termination by reason of death, Disability or Retirement pursuant to Section 4(b) or termination for “cause”) after the end of the Performance Period but before the Vesting Date, then subject to the restrictive covenants below in Section 11, as applicable, the then-unvested PSUs (and any related dividend equivalents described in Section 5 below) not previously forfeited shall remain eligible to vest pursuant to Section 3 above on the Vesting Date as if the Grantee had remained in such Continuous Service following such termination until such Vesting Date, it being understood that (i) in the event such termination occurs before the end of the Performance Period the PSUs (and any related dividend equivalents described in Section 5 below) shall be automatically forfeited, and (ii) any PSUs (and any related dividend equivalents described in Section 5) that are not earned with respect to the Performance Period shall be forfeited.

Dividend Equivalents. Subject to the vesting of the PSUs in accordance with this Agreement, the Grantee shall be entitled to earn dividend equivalent Restricted Stock Units as follows and pursuant to this Section 5. As and when a dividend payment is made with respect to a share of Common Stock, such dividend payment shall be multiplied by, as applicable, (a) the original target amount of PSUs awarded under this Agreement, or (b) the number of the Deemed Target PSUs (as defined below) that are then in effect under this Section 5 (i.e., immediately prior to such dividend payment); provided that the record date for such dividend payment occurs on or after the Award Date. Immediately thereafter, (i) the resulting amount that is determined pursuant to the preceding sentence shall be credited to a book entry account on behalf of the Grantee, and (ii) the amount of such book entry account shall be deemed to be reinvested in shares of Common Stock based on the then-Fair Market Value of such Common Stock (“Reinvested Shares”). At such time, (x) the number of such Reinvested Shares shall be deemed to be held by the Grantee in the form of additional Restricted Stock Units under this Agreement (i.e., as dividend equivalent Restricted Stock Units), and (y) the target amount of PSUs under this Agreement shall be deemed to be increased by the number of such additional Restricted Stock Units (as increased, the “Deemed Target PSUs”).

For purposes of the preceding sentence, the number of such additional Restricted Stock Units shall be equal to the number of Reinvested Shares on a one-for-one basis. For the avoidance of doubt, any such dividend equivalent Restricted Stock Units shall be subject to the same vesting and forfeiture conditions that apply to the PSUs originally awarded under this Agreement. The number of dividend equivalent Restricted Stock Units that become vested in accordance with this Agreement shall be converted into shares of Common Stock on a one-for-one basis and issued to the Grantee at the time shares of Common Stock are issued to the Grantee in accordance with, and subject to, Section 3(b).

Corporate Events. If, from time to time prior to the issuance of shares of Common Stock under Section 3(b), there is any equity restructuring affecting the outstanding Common Stock that causes the per share value of Common Stock to change, the PSUs and other applicable terms of this Award shall be adjusted in accordance with the provisions of Section 5.7 of the Plan. Any and all new, substituted or additional securities to which the Grantee may be entitled by reason of this Award because of an equity restructuring shall be immediately subject to the restrictions set forth herein (as may be modified pursuant to this Agreement) and included thereafter as PSUs for purposes of this Agreement.

10.

Tax Consequences; Withholding of Taxes. The Grantee acknowledges that the Grantee has reviewed, or has had the opportunity to review, with the Grantee’s own tax advisors the federal, state, and local tax consequences of this investment and the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that the Grantee (and not the Company) shall be responsible for the Grantee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. No shares of Common Stock that may be acquired hereunder shall be issued in respect of the Grantee unless the withholding obligation under applicable tax laws or regulations imposed upon the Company with respect to the issuance of such shares of Common Stock has been remitted to the Company or unless provisions to pay such withholding requirements have been made to the satisfaction of the Committee. The Committee may make such provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with this Award; provided that the Grantee, in his or her sole discretion, may elect to surrender, or direct the Company to withhold from the vested PSUs and dividend equivalent Restricted Stock Units, shares of Common Stock in such number as necessary to satisfy the tax withholding obligation.

In addition, the Grantee may pay all or any portion of the taxes required to be withheld by the Company or paid by the Grantee in connection with the settlement of the PSUs hereunder by delivering cash, check or cash equivalents. The Grantee must make the foregoing election on or before the date that the amount of tax to be withheld is determined.

11.

temporary restraining order, or an injunction (but not any relief to the extent it would involve the payment by the Grantee of monetary damages or the loss of a benefit under this Agreement), the Company need not prove, and the Grantee acknowledges and agrees that irreparable harm or injury will have occurred as a result of any breach of the covenants set forth in this Section 11, and the Company need not provide notice or pay bond to the maximum extent permitted by law. In the event of the Grantee’s breach or threatened breach of the restrictive covenants contained in this Section 11, in addition to any other remedies available hereunder, at law or in equity, the Company shall also be entitled to recover the value of all remaining unvested PSUs, which shall be immediately forfeited by the Grantee. The Vesting Period solely for purposes of this Section 11 shall be tolled for any period of time during which the Grantee is in violation of the restrictions in Sections 11(b) and 11(c) (e.g., in no event shall this sentence otherwise cause the Vesting Date to be delayed or the Vesting Period to be extended for purposes of Section 3).

12.

13.

Jury Trial Waiver. THE GRANTEE HEREBY WAIVES THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM AGAINST THE COMPANY FOR BREACH OR ENFORCEMENT OF THE PLAN OR THIS AGREEMENT.

14.

15.

16.

17.

18.

No Employment Guaranteed. No provision of this Agreement shall confer any right upon the Grantee to continued employment or service with the Company or any subsidiary.

[Signature page follows]

EAGLE MATERIALS INC.


		By:

		Name:

		Its:

		Address:

GRANTEE:


		Signed:	____________________________________

		Name:

		Mailing Address:
		Email Address(es):

EX-10.3 4 exp-ex10_3.htm EX-10.3 EX-10.3

EXHIBIT 10.3

EAGLE MATERIALS INC.

2023 EQUITY INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AWARD AGREEMENT

(Time Vesting)

Eagle Materials Inc., a Delaware corporation (the “Company”), and (the “Optionee”) hereby enter into this Nonqualified Stock Option Award Agreement (this “Agreement”) in order to set forth the terms and conditions of the Company’s award to the Optionee on May 22, 2025 (the “Award Date”).

Award.

The Company hereby awards to the Optionee Nonqualified Stock Options (this “Award”) to purchase from the Company shares of Common Stock at the price of $213.66 per share (the “Exercise Price”) on the terms and subject to the conditions contained in this Agreement. The term “Options” as used in this Agreement refers only to the Nonqualified Stock Options awarded to the Optionee under this Agreement.

Relationship to the Plan.

This Award shall be subject to the terms and conditions of the Eagle Materials Inc. 2023 Equity Incentive Plan (as may be amended from time to time, the “Plan”), this Agreement and such administrative interpretations of the Plan, if any, as may be in effect on the date of this Agreement or thereafter. Except as defined herein, capitalized terms shall have the meanings ascribed to them under the Plan. For purposes of this Agreement:

(a)

“Disability” shall mean a disability of the Optionee as determined by the Board.

(b)

“Retirement” shall mean the retirement of the Optionee as approved by the Board.

(c)

“Vesting Period” shall mean the period commencing on the Award Date and ending on March 31, 2028.

Vesting and Exercisability.

(a) Vesting. The shares of Common Stock covered by the Options under this Award (“Option Shares”) shall vest and become exercisable on the dates designated (each, a “Vesting Date”) in accordance with the following vesting schedule:


Vesting Date		Option Shares
May 22, 2026
March 31, 2027
March 31, 2028
Total

(b) Exercisability. To the extent any Option Shares become exercisable, such Option Shares may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Options pursuant to the terms of this Agreement and the Plan.(c) Forfeiture. Subject to Section 4, the Optionee must be in continuous service as an Employee or, if applicable, as a Non-Employee Director for purposes of Section 1.4 of the Plan (“Continuous Service”) from the Award Date through the applicable Vesting Date for the applicable unvested Option Shares to vest and become exercisable. Subject to Section 4, the termination of such Continuous Service prior to a Vesting Date shall cause all unvested Options to be automatically forfeited as of the date of such termination of Continuous Service.

Change in Control; Death, Disability or Retirement.

(a)

Change in Control. Notwithstanding Section 3, if the Optionee has been in Continuous Service from the Award Date through the occurrence of a Change in Control, then, in the event of the occurrence of such a Change in Control, any vesting of the Option Shares will remain subject to the applicable provisions of the Plan, including, but not limited to, Sections 1.3 and 5.8 thereof.

(b)

Death, Disability or Retirement. Notwithstanding Section 3(c), in the event the Optionee’s Continuous Service terminates by reason of death, Disability or Retirement, then subject to the restrictive covenants in Section 14, as applicable, any then-exercisable Option Shares shall continue to be exercisable until the tenth anniversary of the Award Date, and any then-unvested Option Shares shall continue to remain eligible to vest and become exercisable (and remain exercisable until the tenth anniversary of the Award Date) pursuant to Section 3 on the applicable Vesting Date as if the Optionee had remained in such Continuous Service following such termination.

Termination of Option.

The Options hereby granted shall terminate and be of no force and effect with respect to any Option Shares not previously purchased by the Optionee at the earliest time specified below:

(a)

the tenth anniversary of the Award Date;

(b)

if Optionee’s Continuous Service is terminated by the Company or a subsidiary for “cause” (as determined by the Committee) at any time after the Award Date, then the Options shall terminate immediately upon such date of termination;

(c)

if Optionee’s Continuous Service is terminated for any reason other than death, Disability, Retirement or termination for “cause,” then the Options shall terminate on the first business day following the expiration of the 90-day period beginning on such date of termination; or

(d)

if Optionee’s Continuous Service is terminated due to the death, Disability or Retirement of the Optionee, then the Options shall, subject to Section 4(b), terminate on the tenth anniversary of the Award Date.

Exercise of Option.

Subject to the limitations set forth herein and in the Plan, the Option Shares may be exercised by notice provided to the Company as set forth in Section 7.

The payment of the Exercise Price for the Common Stock being purchased pursuant to this Award shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option Shares (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by withholding Option Shares equal to the Exercise Price multiplied by the number of Option Shares exercised and divided by the Fair Market Value of a single share of Common Stock at the time of exercise, rounded up to the nearest whole share, (e) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (f) by any combination thereof. Such notice shall be accompanied by cash, check, cash equivalent or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 13). Notwithstanding the foregoing, if the Exercise Price of the outstanding portion of the Option Shares is less than the Fair Market Value of a share of Common Stock on the day the Options would otherwise expire as provided in Section 5(a), (c) or (d), then the Option Shares shall be automatically exercised in full immediately prior to its expiration.

If the Optionee desires to pay the Exercise Price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue to the Optionee upon such exercise a number of shares of Common Stock equal to the result obtained by dividing (i) the excess of the aggregate Fair Market Value of the total number shares of Common Stock that relate to the Option Shares being exercised over the Exercise Price payable in respect of such exercise by (ii) the Fair Market Value of a single share of Common Stock, and the Optionee may retain the shares of Common Stock the ownership of which is attested.

Notwithstanding anything to the contrary contained herein, the Optionee agrees that he or she will not exercise the Option Shares hereunder, and the Company will not be obligated to issue any shares of Common Stock relating to any Option Shares exercised pursuant to this Agreement, if the exercise of the Option Shares or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he or she is acquiring such shares for his or her own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof.

If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time of issuance thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such action.

Notices.

Notice of exercise of the Option Shares must be made in the following manner, using such forms as the Company may from time to time provide:

(a)

by electronic means as designated by the Committee, in which case the date of exercise shall be the date when receipt is acknowledged by the Company;

(b)

by registered or certified United States mail, postage prepaid, to Eagle Materials Inc., Attention: Secretary, 5960 Berkshire Ln., Suite 900, Dallas, Texas 75225, in which case the date of exercise shall be the date of mailing; or

(c)

by hand delivery or otherwise to Eagle Materials Inc., Attention: Secretary, 5960 Berkshire Ln., Suite 900, Dallas, Texas 75225, in which case the date of exercise shall be the date when receipt is acknowledged by the Company.

Notwithstanding the foregoing, in the event that the address of the Company is changed prior to the date of any exercise of the Option Shares, notice of exercise shall instead be made pursuant to the foregoing provisions at the Company’s current address.

Any other notices provided for in this Agreement or in the Plan shall be given in writing or by such electronic means, as permitted by the Committee, and shall be deemed effectively delivered or given upon receipt or, in the case of notices delivered by mail by the Company to the Optionee, on the third business day after deposit in the United States mail, postage prepaid, addressed to the Optionee at the address specified at the end of this Agreement or at such other address as the Optionee hereafter designates by written notice to the Company. By accepting this Award, the Optionee consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Assignment of Option.

Except as otherwise permitted by the Committee, the rights of the Optionee under the Plan and this Agreement are personal; no assignment or transfer of the Optionee’s rights under and interest in this Award may be made by the Optionee otherwise than by will, by beneficiary designation, by the laws of descent and distribution or by a qualified domestic relations order; and the Option Shares hereunder are exercisable during his or her lifetime only by the Optionee, except as otherwise expressly provided in this Agreement.

After the death of the Optionee, exercise of the Option Shares shall be permitted only by the Optionee’s designated beneficiary or, in the absence of a designated beneficiary, the Optionee’s executor or the personal representative of the Optionee’s estate (or by his or her assignee, in the event of a permitted assignment) to the extent that the Option is exercisable on or after the date of the Optionee’s death.

Corporate Events.

If, from time to time during the term of the Options, and to the extent this Award is outstanding as of such time, there is any equity restructuring affecting the outstanding Common Stock that causes the per share value of Common Stock to change, the Options and other applicable terms of this Award shall be adjusted in accordance with the provisions of Section 5.7 of the Plan. Any and all new, substituted or additional securities to which the Optionee may be entitled by reason of this Award because of an equity restructuring shall be immediately subject to the restrictions set forth herein (as may be modified pursuant to this Agreement) and included thereafter as Options for purposes of this Agreement.

10.

Issuance of Shares.

The Company shall not be obligated to issue any shares of Common Stock if counsel to the Company determines that such issuance would violate any applicable law or any rule or regulations of any governmental authority or any rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. The Company shall in no event be obligated to take any affirmative action in order to cause the issuance of shares of Common Stock to comply with any such law, rule, regulations or agreement.

11.

Shareholder Rights.

The Optionee shall have no rights of a shareholder with respect to shares of Common Stock subject to this Award unless and until such time as the related Option Shares have been exercised and such shares of Common Stock have been issued to the Optionee.

12.

Stock Certificates.

Certificates or other evidences of or representing the Common Stock issued pursuant to the exercise of the related Option Shares will bear all legends required by law and necessary or advisable to effectuate the provisions of the Plan and this Award. The Company may place a “stop transfer” order against shares of the Common Stock issued or issuable pursuant to the exercise of the related Option Shares until all restrictions and conditions set forth in the Plan or this Agreement and in the legends referred to in this Section 12 have been complied with.

13.

Tax Consequences; Withholding of Taxes.

The Optionee acknowledges that the Optionee has reviewed, or has had the opportunity to review, with the Optionee’s own tax advisors the federal, state, and local tax consequences of this investment and the transactions contemplated by this Agreement. The Optionee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Optionee understands that the Optionee (and not the Company) shall be responsible for the Optionee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. No shares of Common Stock purchased hereunder shall be issued in respect of the Optionee unless the withholding obligation under applicable tax laws or regulations imposed upon the Company with respect to the issuance of such shares of Common Stock has been remitted to the Company or unless provisions to pay such withholding requirements have been made to the satisfaction of the Committee. The Committee may make such provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with this Award. The Optionee may pay all or any portion of the taxes required to be withheld by the Company or paid by the Optionee in connection with the exercise of all or any portion of the Option Shares hereunder by delivering cash, check or cash equivalents, or, pursuant to Committee-approved procedures, by electing to have the Company withhold shares of Common Stock, or by delivering previously owned shares of Common Stock sufficient to satisfy the tax withholding obligation. The Optionee must make the foregoing election on or before the date that the amount of tax to be withheld is determined.

14.

Restrictive Covenants.

The Optionee acknowledges and agrees that the restrictions in this Section 14 are necessary to protect the goodwill of the Company and the Confidential Information (as defined below) provided by the Company to the Optionee pursuant to this Agreement or otherwise.

(a) Confidential Information. The Optionee acknowledges that, by virtue of his or her service to the Company and any of its affiliates either as an Employee or if applicable, as a Non-Employee Director, the Company has provided and promises to provide the Optionee with Confidential Information (as defined below). The Optionee shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliates, and their respective businesses, which shall have been obtained by the Optionee during the Optionee’s service to the Company or any of its affiliates either as an Employee or if applicable, as a Non-Employee Director, and which shall not be or become public knowledge (other than by acts by the Optionee or representatives of the Optionee in violation of this Agreement) (“Confidential Information”). After termination of the Optionee’s employment with the Company, the Optionee shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those persons designated by it. In accordance with the Defend Trade Secrets Act of 2016, the Optionee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (x) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit the Optionee’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information. Nothing in this Agreement shall be construed to prohibit Employee from engaging in protected concerted activity under the National Labor Relations Act for the purpose of collective bargaining or other mutual aid or protection, including, without limitation, (A) making disclosures concerning this Agreement in aid of such concerted activities; (B) filing unfair labor practice charges; (C) assisting others who are filing such charges; and (D) cooperating with the investigative process of the National Labor Relations Board or other government agencies.

(b) Non-Competition. During the Vesting Period, in order to protect all Confidential Information, the Optionee agrees that to the fullest extent permitted by law, the Optionee shall not engage or be engaged in any aspect whatsoever of any of the following lines of business: (i) the production (including any associated mining), distribution, marketing or sale of cement (including Portland cement, oil well cement and blended cements), slag, slag cement, masonry cement, fly-ash, pozzolan or clinker; (ii) the production, distribution or marketing of readymix concrete; (iii) the mining, extraction, production or marketing of crushed stone, sand, gravel and aggregates; (iv) the production (including any associated mining), distribution, marketing or sale of gypsum wallboard; (v) the production, distribution, marketing or sale of recycled paperboard; or (vi) any other line of business engaged in by the Company or any of its affiliates (each a “Line of Business”), either directly or indirectly as an individual, or as an employee, associate, partner, stockholder, consultant, owner, manager, agent or otherwise or by means of any corporate or other device, either on his or her own behalf in the Restricted Areas (as defined below) or on behalf of others who are engaged in any Line of Business (either directly or through an affiliate (including by virtue of having an affiliate in the Restricted Areas)) in the Restricted Areas; provided, that, notwithstanding the foregoing, the Optionee may invest in securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or the National Association of Securities Dealers, Inc. Automated Quotation System, (B) the Optionee is not a controlling person of, or a member of a group which controls, such entity, and (C) the Optionee does not, directly or indirectly, own 1% or more of any class of securities of such entity. The “Restricted Areas” are, specific to each Line of Business, the geographic areas in which the Company or any of its affiliates engages in the following activities for such Line of Business: (x) operates a manufacturing facility or other facility engaged in business operations; (y) engages in the distribution or sale of its products; or (z) is actively pursuing a strategic initiative (including a merger, acquisition or business expansion) that would reasonably be expected to result in the Company or any of its affiliates engaging in the activities described in clause (x) or (y) above, of which (in the case of this clause (z)) the Company has informed the Optionee or in respect of which the Optionee has performed any services.

(c) Non-Solicitation. During the Vesting Period, the Optionee will not, directly or indirectly, in any manner (i) (x) solicit or attempt to solicit any individual that is an employee of the Company or its affiliates (“Employee”), (y) encourage any person (other than the Company) to solicit any Employee, or (z) otherwise encourage any Employee to discontinue his or her employment with the Company or one of its affiliates; provided, that this Agreement shall not prohibit any advertisement or general solicitation (or hiring as a result thereof) that is not specifically targeted at such persons; (ii) solicit any customer who currently is a customer of the Company or its affiliates for the purpose of providing, distributing or selling products or services similar to those sold or provided by the Company; or (iii) persuade or attempt to persuade any customer or supplier of the Company (or any of its affiliates) to terminate or modify such customer’s or supplier’s relationship with the Company (or any of its affiliates).

(d) Remedies. In the event of the Optionee’s breach or threatened breach of this Section 14, in addition to any other remedies, the Company shall be entitled to specific performance and/or a temporary or permanent injunction prohibiting and enjoining the Optionee from violating the covenants set forth in this Section 14. For purposes of obtaining equitable relief, such as specific performance, a temporary restraining order, or an injunction (but not any relief to the extent it would involve the payment by the Optionee of monetary damages or the loss of a benefit under this Agreement), the Company need not prove, and the Optionee acknowledges and agrees that irreparable harm or injury will have occurred as a result of any breach of the covenants set forth in this Section 14, and the Company need not provide notice or pay bond to the maximum extent permitted by law. In the event of the Optionee’s breach or threatened breach of the restrictive covenants contained in this Section 14, in addition to any other remedies available hereunder, at law or in equity, the Company shall also be entitled to recover the value of all remaining unvested Options and unexercised Option Shares, which shall be immediately forfeited by the Optionee. The Vesting Period solely for purposes of this Section 14 shall be tolled for any period of time during which the Optionee is in violation of the restrictions in Sections 14(b) and 14(c) (e.g., in no event shall this sentence otherwise cause a Vesting Date to be delayed or a Vesting Period to be extended for purposes of Section 3).

(e) Reformation. In the event that any covenant contained in this Section 14 should ever be adjudicated to exceed the time, geographic or other limitations permitted by applicable law, then such covenant shall be reformed to the maximum time, geographic or other limitations to the maximum extent permitted by law. The covenants contained in this Section 14 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

(f) State-Specific Requirements. The effectiveness of Sections 14(b) and 14(c) shall be subject to applicable state law, such that, Sections 14(b) and/or and 14(c) shall only apply to the extent permitted under applicable federal or state law (e.g., the state law, if applicable, that may apply on a mandatory basis based on where the Grantee resides).

15.

Entire Agreement; Governing Law; Venue.

The Plan and this Agreement constitute the entire agreement of the Company and the Optionee (collectively, the “Parties”) with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Parties with respect to the subject matter hereof, and may not be modified in a manner that adversely affects the Optionee’s interest hereunder except by means of a writing signed by the Parties or as otherwise permitted under the Plan or this Agreement. Nothing in the Plan and this Agreement (except as expressly provided therein or herein) is intended to confer any rights or remedies on any person other than the Parties. The Plan and this Agreement are to be construed in accordance with and governed by the internal laws of the State of Texas, without giving effect to any choice-of-law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Texas to the rights and duties of the Parties. The Parties hereby submit to the exclusive jurisdiction of the state and federal courts in Dallas County, Texas. Each Party irrevocably waives, to the fullest extent permitted by law, any objection which either party may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Should any provision of the Plan or this Agreement be determined by a court of law to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

16.

Jury Trial Waiver.

THE OPTIONEE HEREBY WAIVES THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM AGAINST THE COMPANY FOR BREACH OR ENFORCEMENT OF THE PLAN OR THIS AGREEMENT.

17.

Interpretive Matters.

Whenever required by the context, pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, or neuter, and the singular shall include the plural, and vice versa. The term “include” or “including” does not denote or imply any limitation. The term “business day” means any Monday through Friday other than such a day on which banks are authorized to be closed in the State of Texas. The captions and headings used in this Agreement are inserted for convenience and shall not be deemed a part of this Award or this Agreement for construction or interpretation.

18.

Recoupment.

This Award (and amounts paid in respect thereof) shall be subject to the terms of any recoupment (clawback) policy adopted by the Company as in effect from time to time, as well as any recoupment/forfeiture provisions required by law and applicable to the Company or its subsidiaries, including pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act; provided, however, unless prohibited by applicable law, any Company recoupment (clawback) policy shall have no application to this Award (or amounts paid in respect thereof) following a Change in Control.

19.

Successors and Assigns.

This Agreement shall bind and inure to the benefit of and be enforceable by the Optionee, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Optionee may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted herein or pursuant to the Plan.

20.

No Employment Guaranteed.

No provision of this Agreement shall confer any right upon the Optionee to continued employment or service with the Company or any subsidiary.

[Signature page follows]


			EAGLE MATERIALS INC.
			By:

			Name:

			Its:

			Address:

The Optionee acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions hereof and thereof. The Optionee has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan. The Optionee further agrees to notify the Company upon any change in the address for notice indicated in this Agreement.

OPTIONEE


		Signed:	_____________________________________

		Name:

		Mailing Address:
		Email Address(es):

EX-10.4 5 exp-ex10_4.htm EX-10.4 EX-10.4

EXHIBIT 10.4

EAGLE MATERIALS INC.

2023 EQUITY INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AWARD AGREEMENT

(Performance Vesting)

Award.

The Company hereby awards to the Optionee Nonqualified Stock Options (this “Award”) to purchase from the Company shares of Common Stock at the price of $213.66 per share (the “Exercise Price”) as the target amount of a performance-based Nonqualified Stock Option award on the terms and subject to the conditions contained in this Agreement. Depending on the Company’s performance as set forth in Section 3, the Optionee may earn 0% to 200% of the target number of Nonqualified Stock Options awarded. The term “Options” as used in this Agreement refers only to the performance-based Nonqualified Stock Options awarded to the Optionee under this Agreement.

Relationship to the Plan.

(a)

“Average Absolute TSR” shall be calculated based on the following formula:

Avg. A-TSR = [((Ending Price + Reinvested Dividends)/Beginning Price)^(1/3)] – 1

(b)

“Average Return on Equity” shall mean: (i) the sum of the Return on Equity for each of the 3 fiscal years contained within the Performance Period; divided by (ii) 3.

(c)

(d)

(e)

“Disability” shall mean a disability of the Optionee as determined by the Board.

(f)

(g)

“Performance Period” shall mean the period commencing on April 1, 2025 and ending on March 31, 2028.

(h)

(i)

“Retirement” shall mean the retirement of the Optionee as approved by the Board.

(j)

(k)

“Vesting Date” shall mean, with respect to the Performance Period, the fifth business day following the Certification Date (as defined below).

(l)

“Vesting Period” shall mean the period commencing on the Award Date and ending on the Vesting Date.

Vesting and Exercisability.

(a) Performance Criteria. The number of Options that may be earned hereunder shall be based on the achievement of the performance criteria set forth below, and the percentage of such Options that may vest and become exercisable as Option Shares (as defined below) (the “Vesting Percentage”) will be equal to the percentage of target Options earned, as modified by the TSR modifier and further qualified below.


Performance Level	Average Return on Equity	Percentage of Target Options Earned	Average Absolute TSR	TSR Modifier to Percentage of Target Options Earned	Vesting Percentage of Target Options
Maximum	> 20.0%	150.00%	> 12.0%	1.33x	200.00%
Target	15.0%	100.00%	8.0%	1.00x	100.00%
Threshold	10.0%	50.00%	0.0%	1.00x	50.00%

; provided, that (i) the percentage of the target Options earned and the TSR Modifier, respectively, shall be calculated based on straight-line interpolation between the points shown above with fractional points rounded up to the nearest hundredth of a percent; (ii) if Average Absolute TSR is less than threshold,

then the Vesting Percentage is capped at 100.0%, even if Average Return on Equity is greater than target; and (iii) if Average Absolute TSR is greater than 20.0%, then the Vesting Percentage shall be no less than 100.0%, even if Average Return on Equity is less than target or threshold.

After the end of the Performance Period, the Committee shall certify the Vesting Percentage (“Certification Date”), with such Certification Date occurring no later than 90 days from the end of the Performance Period, and the Options, if earned, shall vest and become Option Shares as set forth in Section 3(b) below. Upon the Certification Date, any portion of the Options that are not earned in accordance with the provisions above shall be immediately and automatically forfeited.

(b) Exercisability. If the Options are earned, the shares of Common Stock covered by such earned Options (“Option Shares”) shall vest and become exercisable upon the Vesting Date. To the extent any Option Shares become exercisable, such Option Shares may be exercised in whole or in part (at any time or from time to time, except as otherwise provided herein) until expiration of the Options pursuant to the terms of this Agreement and the Plan.(c) Forfeiture. Subject to Section 4, the Optionee must be in continuous service as an Employee or, if applicable, as a Non-Employee Director for purposes of Section 1.4 of the Plan (“Continuous Service”) from the Award Date through the Vesting Date for the applicable unvested Option Shares to vest and become exercisable. Subject to Section 4, the termination of such Continuous Service prior to the Vesting Date shall cause all Options to be automatically forfeited as of the date of such termination of Continuous Service.(d) Calculations and Adjustments. The Committee shall have the authority to approve the calculations involving Average Return on Equity and Average Absolute TSR for purposes of vesting, and its approval of such calculations shall be final, conclusive and binding on all parties; provided, that Average Return on Equity and Average Absolute TSR and calculation of actual results, in each case, shall be equitably adjusted as determined by the Committee in its discretion, including, without limitation, to account for (i) any business acquisition or disposition (including spin-offs) that occurs after the Award Date, including any related impairments, write-downs, gains or losses; (ii) the impact of litigation matters (including legal fees, settlements and adjustments) in the event that the amount exceeds $5 million in the aggregate; and (iii) the impact of extraordinary items not related to the Company’s current or ongoing business operations, including impairments, write-downs or other significant non-operational charges. Without limiting the generality of the foregoing, in the event the Company determines to effect a spin-off that will occur prior to the end of the Performance Period, the Committee shall have the discretion to determine the extent to which Average Return on Equity and Average Absolute TSR shall be deemed to have been satisfied through the effective date of such spin-off or earlier, as determined by the Committee and such determination date shall constitute the Certification Date hereunder.

Change in Control; Death, Disability or Retirement.

(a)

(b)

Death, Disability or Retirement.

Notwithstanding Section 3(c), in the event the Optionee’s Continuous Service terminates by reason of death, Disability or Retirement, and in each case, such termination occurs on or after the first anniversary of the commencement of the Performance Period, then subject to the restrictive covenants in Section 14, as applicable, any then-exercisable Option Shares shall continue to be exercisable until the tenth anniversary of the Award Date, and any then-unvested Option Shares shall continue to remain eligible to vest and become exercisable (and remain exercisable until the tenth anniversary of the Award Date) pursuant to Section 3 on the Vesting Date as if the Optionee had remained in such Continuous Service following such termination, it being understood that any Options that are not earned with respect to the Performance Period shall be forfeited.

(c)

Other Terminations. Notwithstanding Section 3(c), in the event the Optionee’s Continuous Service terminates (other than a termination by reason of death, Disability or Retirement pursuant to Section 4(b) or termination for “cause”) after the end of the Performance Period but before the Vesting Date, then subject to the restrictive covenants below in Section 14, as applicable, the then-unvested Option Shares not previously forfeited shall remain eligible to vest and become exercisable pursuant to Section 3 on the Vesting Date as if the Optionee had remained in such Continuous Service following such termination until such Vesting Date (provided, any such Option Shares that so vest shall remain exercisable for a period of 90 days following such Vesting Date), it being understood that (i) in the event such termination occurs before the end of the Performance Period the Options shall be automatically forfeited, and (ii) any Options that are not earned with respect to the Performance Period shall be forfeited.

Termination of Option.

The Options hereby granted shall terminate and be of no force and effect with respect to any Option Shares not previously purchased by the Optionee at the earliest time specified below:

(a)

the tenth anniversary of the Award Date;

(b)

(c)

if Optionee’s Continuous Service is terminated for any reason other than death, Disability, Retirement or termination for “cause,” then the Options shall, subject to Section 4(c), terminate on the first business day following the expiration of the 90-day period beginning on such date of termination; or

(d)

Exercise of Option.

Subject to the limitations set forth herein and in the Plan, the Option Shares may be exercised by notice provided to the Company as set forth in Section 7.

Notices.

Notice of exercise of the Option Shares must be made in the following manner, using such forms as the Company may from time to time provide:

(a)

by electronic means as designated by the Committee, in which case the date of exercise shall be the date when receipt is acknowledged by the Company;

(b)

(c)

Assignment of Option.

Corporate Events.

10.

Issuance of Shares.

11.

Shareholder Rights.

12.

Stock Certificates.

13.

Tax Consequences; Withholding of Taxes.

14.

Restrictive Covenants. The Optionee acknowledges and agrees that the restrictions in this Section 14 are necessary to protect the goodwill of the Company and the Confidential Information (as defined below) provided by the Company to the Optionee pursuant to this Agreement or otherwise.

(a)

Confidential Information. The Optionee acknowledges that, by virtue of his or her service to the Company and any of its affiliates either as an Employee or if applicable, as a Non-Employee Director, the Company has provided and promises to provide the Optionee with Confidential Information (as defined below). The Optionee shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its affiliates, and their respective businesses, which shall have been obtained by the Optionee during the Optionee’s service to the Company or any of its affiliates either as an Employee or if applicable, as a Non-Employee Director, and which shall not be or become public knowledge (other than by acts by the Optionee or representatives of the Optionee in violation of this Agreement) (“Confidential Information”). After termination of the Optionee’s employment with the Company, the Optionee shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those persons designated by it. In accordance with the Defend Trade Secrets Act of 2016, the Optionee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (x) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing in this Agreement shall limit the Optionee’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information. Nothing in this Agreement shall be construed to prohibit Employee from engaging in protected concerted activity under the National Labor Relations Act for the purpose of collective bargaining or other mutual aid or protection, including, without limitation, (A) making disclosures concerning this Agreement in aid of such concerted activities; (B) filing unfair labor practice charges; (C) assisting others who are filing such charges; and (D) cooperating with the investigative process of the National Labor Relations Board or other government agencies.

(d) Remedies. In the event of the Optionee’s breach or threatened breach of this Section 14, in addition to any other remedies, the Company shall be entitled to specific performance and/or a temporary or permanent injunction prohibiting and enjoining the Optionee from violating the covenants set forth in this Section 14. For purposes of obtaining equitable relief, such as specific performance, a temporary restraining order, or an injunction (but not any relief to the extent it would involve the payment by the Optionee of monetary damages or the loss of a benefit under this Agreement), the Company need not prove, and the Optionee acknowledges and agrees that irreparable harm or injury will have occurred as a result of any breach of the covenants set forth in this Section 14, and the Company need not provide notice or pay bond to the maximum extent permitted by law. In the event of the Optionee’s breach or threatened breach of the restrictive covenants contained in this Section 14, in addition to any other remedies available hereunder, at law or in equity, the Company shall also be entitled to recover the value of all remaining unvested Options and unexercised Option Shares, which shall be immediately forfeited by the Optionee. The Vesting Period solely for purposes of this Section 14 shall be tolled for any period of time during which the Optionee is in violation of the restrictions in Sections 14(b) and 14(c) (e.g., in no event shall this sentence otherwise cause the Vesting Date to be delayed or the Vesting Period to be extended for purposes of Section 3).

15.

Entire Agreement; Governing Law; Venue.

16.

Jury Trial Waiver.

THE OPTIONEE HEREBY WAIVES THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM AGAINST THE COMPANY FOR BREACH OR ENFORCEMENT OF THE PLAN OR THIS AGREEMENT.

17.

Interpretive Matters.

18.

Recoupment.

19.

Successors and Assigns.

20.

No Employment Guaranteed.

No provision of this Agreement shall confer any right upon the Optionee to continued employment or service with the Company or any subsidiary.

[Signature page follows]


			EAGLE MATERIALS INC.
			By:

			Name:

			Its:

			Address:

OPTIONEE


		Signed:	____________________________________

		Name:

		Mailing Address:
		Email Address(es):

EX-31.1 6 exp-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

Certification of Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael R. Haack, certify that:

1. I have reviewed this report on Form 10-Q of Eagle Materials Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)] and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: July 29, 2025

     By

     /s/ Michael R. Haack

      
     Michael R. Haack
President and Chief Executive Officer

EX-31.2 7 exp-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

Certification of Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, D. Craig Kesler, certify that:

1. I have reviewed this report on Form 10-Q of Eagle Materials Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: July 29, 2025

     By

     /s/ D. Craig Kesler

      
     D. Craig Kesler
Chief Financial Officer
(Principal Financial Officer)

EX-32.1 8 exp-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Eagle Materials Inc. and subsidiaries (the “Company”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael R. Haack, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(i)

the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: July 29, 2025

     By

     /s/ Michael R. Haack

      
     Michael R. Haack
President and Chief Executive Officer

EX-32.2 9 exp-ex32_2.htm EX-32.2 EX-32.2

Exhibit 32.2

Certification of Periodic Report Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Eagle Materials Inc. and subsidiaries (the “Company”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, D. Craig Kesler, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(i)

the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: July 29, 2025

     By

     /s/ D. Craig Kesler

      
     D. Craig Kesler
Chief Financial Officer
(Principal Financial Officer)

EX-95 10 exp-ex95.htm EX-95 EX-95

Exhibit 95

MINE SAFETY DISCLOSURE

       Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act contains reporting requirements regarding mine safety.  The operation of our quarries is subject to regulation by the federal Mine Safety and Health Administration, or MSHA, under the Federal Mine Safety and Health Act of 1977, or the Mine Act.  Set forth below is the required information regarding certain mining safety and health matters for the Quarter 1 FY 2026 April 1, 2025 – June 30, 2025, for our facilities.  In evaluating this information, consideration should be given to factors such as:  (i) the number of citations and orders will vary depending on the size of the quarry, (ii) the number of citations issued will vary from inspector-to-inspector and mine-to-mine, and (iii) citations and orders can be contested and appealed, and in that process, may be reduced in severity and amount, and are sometimes dismissed.

      


Mine or Operating Name/MSHA Identification Number	Section 104 S&S Citations	Section 104(b) Orders	Section 104(d) Citations and Orders	Section 110(b)(2) Violations	Section 107(a) Orders	Total Dollar Value of MSHA Assessments Proposed	Total Number of Mining Related Fatalities	Received Notice of Pattern of Violations Under Section 104(e) (yes/no)	Received Notice of Potential to Have Pattern Under Section 104(e) (yes/no)	Legal Actions Pending as of Last Day of Period	Legal Actions Initiated During Period	Legal Actions Resolved During Period
3D Concrete LLC Lyon, Nevada (2602412)	0	0	0	0	0	$604	0	no	no	0	0	0
American Gypsum Company LLC Albuquerque, NM (2900181)	0	0	0	0	0	$0	0	no	no	0	0	0
American Gypsum Company LLC Duke, OK (3400256)	0	0	0	0	0	$0	0	no	no	0	0	0
American Gypsum Company LLC Eagle, CO (0503997)	0	0	0	0	0	$0	0	no	no	0	0	0
Battletown Materials LLC Meade, KY (1518147)	3	0	0	0	0	$3,712	0	no	no	0	0	0
Battletown Quarry Battletown, KY (1500040)	1	0	0	0	0	$0	0	no	no	0	0	0
Bullskin Stone & Lime, LLC, Fayette, PA (3610047)	0	0	0	0	0	$0	0	no	no	0	0	0
Centex Materials LLC Buda, TX (4102241)	0	0	0	0	0	$0	0	no	no	0	0	0
Central Plains Cement Company LLC Sugar Creek, MO (2302171)	8	0	0	0	0	$37,281	0	no	no	3(1)	1(1)	1(1)
Central Plains Cement Company LLC, Tulsa, OK (3400026)	6	0	0	0	0	$56,891	0	no	no	3(1)	0	1(1)
Fairborn Cement Company LLC Greene County, OH (3300161)	0	0	0	0	0	$0	0	no	no	0	0	0
Illinois Cement Company LLC LaSalle, IL (1100003)	0	0	0	0	0	$0	0	no	no	0	0	0
Kosmos Cement Company LLC Jefferson, KY (1504469)	7	0	0	0	0	$0	0	no	no	0	0	0
Mountain Cement Company LLC Laramie, WY (4800007)	0	0	0	0	0	$0	0	no	no	1(1)	1(1)	0
Nevada Cement Company LLC Fernley, NV (2600015)	1	0	0	0	0	$0	0	no	no	0	0	0
Raptor Materials LLC Weld, CO (115) (504681)	1	0	0	0	0	$1,874	0	no	no	0	0	0
Raptor Materials LLC Weld, CO (Two Rivers) (505192)	0	0	0	0	0	$0	0	no	no	0	0	0
Seguin Sand Guadalupe, TX (4105665)	0	0	0	0	0	$0	0	no	no	0	0	0
Texas Lehigh Cement Company LP Buda, TX (4102781)	1	0	0	0	0	$14,512	0	no	no	0	0	0

(1)

All legal actions were penalty contests.