Eagle Materials CFO earns 2,339-share performance award

Kesler Dale Craig reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Kesler Dale Craig reported acquisition or exercise transactions in this Form 4 filing.

Eagle Materials EVP and CFO Dale Craig Kesler reported the vesting of a prior stock award and an update to IRA holdings. On May 11, 2026, 2,339 shares of restricted stock granted on May 23, 2023 became earned after the company met performance vesting criteria based on its average three-year return on equity measured at the end of fiscal 2026.

The restrictions on these earned shares are scheduled to lapse on May 18, 2026, increasing his fully vested direct ownership over time. Following this award, Kesler directly holds 57,000 shares of common stock and indirectly holds 442 shares through his IRA, with the IRA balance updated to correct a recordkeeping error.

Insider Trade Summary

Grant/Award: 2,339 shares

Grant/Award 2 txns

Insider Kesler Dale Craig

Role EVP and CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,339	$0.00	$0.00
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 57,000 shares (Direct); Common Stock — 442 shares (Indirect, By Reporting Person's IRA)

Footnotes (2)

1. F1. On May 23, 2023, the reporting person was granted 2,339 shares of restricted stock, subject to the achievement by the Company of performance vesting criteria based on the Company's average three-year return on equity measured at the end of fiscal 2026. On May 11, 2026 the performance vesting criteria was determined to have been met such that 2,339 shares of restricted stock became earned and reportable on such date. The restrictions on the earned shares will lapse on May 18, 2026.
2. F2. Updated IRA holdings correct a recordkeeping error.

Key Figures

Restricted shares earned: 2,339 shares Direct holdings after transaction: 57,000 shares Indirect IRA holdings: 442 shares +3 more

6 metrics

Restricted shares earned 2,339 shares Performance-based restricted stock became earned on May 11, 2026

Direct holdings after transaction 57,000 shares Common stock directly owned by CFO after vesting event

Indirect IRA holdings 442 shares Common stock held indirectly through reporting person’s IRA

Grant date of award May 23, 2023 Date 2,339 restricted shares were originally granted

Restriction lapse date May 18, 2026 Date restrictions on the 2,339 earned shares will lapse

Performance period length 3 years Average three-year return on equity performance measurement

Key Terms

restricted stock, performance vesting criteria, average three-year return on equity, recordkeeping error

4 terms

restricted stock financial

"the reporting person was granted 2,339 shares of restricted stock, subject to the achievement"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

performance vesting criteria financial

"subject to the achievement by the Company of performance vesting criteria based on the Company's average"

average three-year return on equity financial

"based on the Company's average three-year return on equity measured at the end of fiscal 2026"

recordkeeping error financial

"Updated IRA holdings correct a recordkeeping error."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Eagle Materials (EXP) report for EVP and CFO Dale Kesler?

Eagle Materials reported a vesting of restricted stock and an IRA holding update for EVP and CFO Dale Kesler. A 2,339-share restricted stock award became earned after performance goals were met, and indirect IRA holdings of 442 shares were corrected for a prior recordkeeping error.

How many Eagle Materials (EXP) shares does EVP and CFO Dale Kesler hold after this Form 4?

After this filing, Dale Kesler directly holds 57,000 Eagle Materials common shares and indirectly holds 442 shares via his IRA. The 57,000-share figure includes the 2,339 restricted shares that became earned on May 11, 2026 under performance-based criteria.

What triggered the vesting of 2,339 restricted shares for Eagle Materials (EXP) CFO?

The 2,339 restricted shares vested after Eagle Materials achieved performance vesting criteria tied to its average three-year return on equity. These criteria were measured at the end of fiscal 2026, and on May 11, 2026 the shares became earned and reportable under the grant’s terms.

When will the restrictions lapse on the 2,339 Eagle Materials (EXP) restricted shares?

The restrictions on the 2,339 earned restricted shares will lapse on May 18, 2026. At that time, the shares transition from restricted to fully vested, increasing the CFO’s unrestricted holdings, subject to any company trading or retention policies that may also apply.

What does the IRA holding update mean in the Eagle Materials (EXP) Form 4?

The IRA holding entry reflects a correction of prior records for the CFO’s indirect holdings. The filing states that updated IRA holdings correct a recordkeeping error, resulting in 442 common shares reported as indirectly owned through the reporting person’s IRA account.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/13/2026 - 04:14 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kesler Dale Craig

(Last) (First) (Middle)

5960 BERKSHIRE LN, STE 900

(Street)

DALLAS TEXAS 75225

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
EAGLE MATERIALS INC [ EXP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/11/2026		A		2,339	A	$0(1)	57,000	D
Common Stock								442(2)	I	By Reporting Person's IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On May 23, 2023, the reporting person was granted 2,339 shares of restricted stock, subject to the achievement by the Company of performance vesting criteria based on the Company's average three-year return on equity measured at the end of fiscal 2026. On May 11, 2026 the performance vesting criteria was determined to have been met such that 2,339 shares of restricted stock became earned and reportable on such date. The restrictions on the earned shares will lapse on May 18, 2026.

2. Updated IRA holdings correct a recordkeeping error.

	/s/ Scott M. Wilson as Attorney-in-Fact for D. Craig Kesler	05/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)