| Item 1.01. |
Entry into a Material Definitive Agreement |
Underwriting Agreement
On November 6, 2025, Eagle Materials Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters identified on Schedule 1 thereto (the “Underwriters”), with respect to the offer and sale in an underwritten public offering (the “Offering”) by the Company of $750.0 million in aggregate principal amount of its 5.000% Senior Notes due 2036 (the “Notes”). The Offering was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a shelf registration statement on Form S-3 (File No. 333-283155), which became effective automatically upon filing with the Securities and Exchange Commission (the “Commission”) on November 12, 2024.
The Offering closed on November 13, 2025. After deducting underwriting discounts and other estimated offering expenses payable by the Company, the Company received net proceeds of approximately $734.9 million from the sale of the Notes to the Underwriters. The Company intends to use a portion of such net proceeds to repay all of the outstanding borrowings under its revolving credit facility and the remainder for general corporate purposes.
In the Underwriting Agreement, which contains customary representations and warranties, agreements and obligations, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The foregoing summary of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”) and incorporated herein by reference.
As more fully described under the “Underwriting (conflicts of interest)” section in the prospectus supplement, dated November 6, 2025 and filed by the Company with the Commission on November 10, 2025 (the “Prospectus Supplement”), certain of the Underwriters and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the Company and its affiliates. In particular, JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, serves as the administrative agent and a lender under the Company’s term loan facility and revolving credit facility, and affiliates of certain of the other Underwriters are lenders under the Company’s term loan facility and revolving credit facility. As disclosed above, the Company plans to use a portion of the net proceeds from the sale of the Notes to repay all of the outstanding borrowings under its revolving credit facility.
Third Supplemental Indenture and Notes
On November 13, 2025, the Company issued the Notes under an Indenture, dated as of May 8, 2009 (the “Base Indenture”), as supplemented by a Third Supplemental Indenture, dated as of November 13, 2025 (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.
Interest on the Notes is payable on March 15 and September 15 of each year, beginning on March 15, 2026, at a rate of 5.000% per year, and the Notes mature on March 15, 2036. None of the Company’s existing or future subsidiaries guarantee or will guarantee the Notes.
Ranking
The Notes are senior unsecured obligations of the Company and rank equally in right of payment with all existing and any future unsubordinated indebtedness of the Company. The Notes are effectively subordinated to all future secured indebtedness and other secured obligations of the Company to the extent of the value of the assets securing such indebtedness or other obligations.
