Eagle Matls Inc SEC Filings

Eagle Materials Inc. is asking stockholders to elect three Class II directors and approve several governance, compensation and auditor proposals at its 2026 annual meeting. Investors will vote on say-on-pay, declassifying the board, and creating a stockholder right to call special meetings, as well as ratifying Ernst & Young LLP.

The record date is June 1, 2026, when 30,895,479 common shares were outstanding and entitled to vote. The proxy highlights fiscal 2026 record revenue of $2.3 billion and a 28.9% return on equity, and explains that 89% of the CEO’s and 77% of other named executives’ target pay is performance-based.

EAGLE MATERIALS INC senior vice president Sam Guzman filed an initial Form 3 reporting existing equity awards in the form of restricted stock units (RSUs). The filing shows 1,242 RSUs tied to EXP common stock and a separate award of 691 RSUs.

The 1,242 RSUs were awarded on July 23, 2025 and are scheduled to vest in three equal installments on July 23, 2026, July 23, 2027, and July 23, 2028. The 691 RSUs were awarded on May 21, 2026 and are scheduled to vest in three equal installments on May 21, 2027, March 31, 2028, and March 31, 2029. Each RSU represents a contingent right to receive one share of EXP common stock.

Eagle Materials Inc. is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held on July 30, 2026. The meeting will include election of three Class II directors, an advisory vote on executive compensation, two charter amendments (board declassification and a stockholder right to call special meetings) and the expected appointment of Ernst & Young LLP as independent auditors. The record date for voting is June 1, 2026, when 30,895,479 shares of Common Stock were outstanding. The Board recommends a vote FOR each proposal.

Eagle Materials Inc. approved new long-term equity awards for key officers under its 2023 Equity Incentive Plan, effective May 21, 2026. The package combines performance-vesting restricted stock units (PSUs), performance-vesting stock options, time-vesting RSUs and time-vesting options.

Performance awards depend on the company’s average return on equity through fiscal 2029, adjusted for average absolute total stockholder return. Payouts can range from 50% to 200% of target. Earned PSUs are settled in common stock and related options become exercisable after performance is certified, while unearned awards are forfeited.

Time-based RSUs and options vest ratably on May 21, 2027, March 31, 2028 and March 31, 2029, subject to continued service. The stock option exercise price is set at the May 21, 2026 closing share price of $199.13 and options have a 10-year term. CEO Michael R. Haack received equity awards with a target value of $6,000,000, with other named executives receiving proportionate grants.

Eagle Materials Senior Vice President Tony Thompson reported equity compensation transactions involving company stock. On May 21, 2026, he received a grant of 1,256 restricted stock units (RSUs) that each represent a right to one share of EXP common stock. On May 22, 2026, 354 RSUs were converted into 354 shares of common stock, and 140 shares were disposed of to cover tax obligations. Following these transactions, he holds 13,356 shares of common stock directly and 704.7097 RSUs, reflecting routine compensation-related activity rather than open-market trading.

Eagle Materials EVP & General Counsel Matt Newby reported routine equity compensation activity. He exercised 559 restricted stock units into Common Stock, with 220 shares withheld to cover tax obligations at $199.13 per share. He also received grants of 3,119 non-qualified stock options at an exercise price of $199.13 per share, expiring on May 21, 2036, plus 1,193 new restricted stock units. Following these transactions, he directly holds 20,867 shares of Common Stock and 1,116.4533 restricted stock units.

Eagle Materials EVP and CFO Dale Craig Kesler reported routine equity compensation and related share movements. On May 21, he received 4,596 non-qualified stock options with an exercise price of $199.13 per share and 1,758 restricted stock units under the 2023 Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of EXP common stock and vests in three installments as described in the plan footnotes. On May 22, 824 restricted stock units converted into the same number of common shares, and 325 common shares were withheld to cover tax obligations, a non‑market disposition. After these transactions, he directly holds 56,578 common shares and indirectly holds 442 shares through an IRA.

Eagle Materials President and CEO Michael Haack reported a set of equity compensation transactions. On May 21, 2026, he received grants of 19,697 non-qualified stock options with a $199.13 exercise price and 7,533 restricted stock units, each RSU representing one share of common stock.

On May 22, 2026, he exercised 3,527 restricted stock units into common stock and had 1,388 shares withheld at a price of $199.13 per share to cover tax obligations. Following these transactions, he directly owns 87,955 shares of common stock, plus 7,051.056 RSUs and the new option grant.

Eagle Materials Senior Vice President Alex Haddock reported routine equity compensation activity. On May 21, 2026, he received a grant of 1,130 restricted stock units, each representing a right to one share of EXP common stock. On May 22, 2026, 354 restricted stock units were converted into 354 shares of common stock, and 140 of those shares were withheld to cover tax obligations at a reference price of $199.13 per share under the company’s 2023 Equity Incentive Plan. Following these transactions, Haddock directly held 3,977 shares of common stock and 704.7097 restricted stock units, reflecting a standard mix of vesting and tax withholding rather than open-market trading.