EXP executive reports small tax-withholding share move

EAGLE MATERIALS INC Senior Vice President Tony Thompson reported a small tax-related share disposition.

Rhea-AI Filing Summary

EAGLE MATERIALS INC Senior Vice President Tony Thompson reported a small tax-related share disposition. On May 18, 2026, 319 shares of Common Stock were withheld by the company to cover income tax withholding tied to the vesting of restricted stock.

The price used for the withholding was the closing price of $194.66 per share from the previous trading day, as specified under the 2023 Equity Incentive Plan. After this tax-withholding disposition, Thompson directly holds 13,002 shares of Common Stock.

Insider Trade Summary

Exercise Price or Tax Liability: 319 shares

Exercise Price or Tax Liability 1 txn

Insider Thompson Tony

Role Senior Vice President

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	319	$194.66	$62K

Holdings After Transaction: Common Stock — 13,002 shares (Direct)

Footnotes (2)

1. F1. In accordance with the issuer's 2023 Equity Incentive Plan, this price represents the closing price per share of Common Stock on the previous trading day.
2. F2. 319 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 810 shares of restricted stock awarded to the reporting person on May 23, 2023 (Form 4 filed on 5/13/2026). Because the reporting person's restricted stock holdings have been included in the direct ownership of Common Stock disclosed by the reporting person, the reporting person's direct ownership of Common Stock has been reduced by 319 shares to reflect this tax withholding.

Key Figures

Shares withheld for tax: 319 shares Withholding price per share: $194.66/share Shares held after transaction: 13,002 shares +1 more

4 metrics

Shares withheld for tax 319 shares Tax-withholding disposition on May 18, 2026

Withholding price per share $194.66/share Closing price from previous trading day under 2023 Equity Incentive Plan

Shares held after transaction 13,002 shares Direct Common Stock ownership following tax withholding

Restricted stock affected 810 shares Restricted stock award from May 23, 2023 with lapsed restrictions

Key Terms

Equity Incentive Plan, restricted stock, income tax withholding requirements

3 terms

Equity Incentive Plan financial

"In accordance with the issuer's 2023 Equity Incentive Plan, this price represents the closing price per share..."

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

restricted stock financial

"...related to the lapsing of restrictions on 810 shares of restricted stock awarded to the reporting person..."

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.

income tax withholding requirements financial

"319 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions..."

FAQ

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

What insider transaction did EAGLE MATERIALS INC (EXP) report for Tony Thompson?

EAGLE MATERIALS INC reported that Senior Vice President Tony Thompson had 319 shares of Common Stock withheld by the company to cover income tax obligations arising from restricted stock vesting, reducing his direct holdings to 13,002 shares after the transaction.

Was the EAGLE MATERIALS INC (EXP) Form 4 transaction an open-market sale?

The Form 4 transaction was not an open-market sale. It was a tax-withholding disposition, where 319 shares were withheld by the issuer to satisfy income tax requirements related to the lapsing of restrictions on previously awarded restricted stock.

How many EAGLE MATERIALS INC (EXP) shares does Tony Thompson hold after this Form 4?

After the tax-withholding disposition, Tony Thompson directly holds 13,002 shares of EAGLE MATERIALS INC Common Stock. His ownership figure already reflects the 319 shares withheld by the issuer to satisfy income tax obligations tied to restricted stock vesting.

What price was used for the EAGLE MATERIALS INC (EXP) tax-withholding shares?

The price used for the 319 withheld shares was $194.66 per share. According to the company’s 2023 Equity Incentive Plan, this represents the closing price of EAGLE MATERIALS INC Common Stock on the previous trading day before the tax-withholding event.

What triggered the tax-withholding transaction reported by EAGLE MATERIALS INC (EXP)?

The tax-withholding was triggered by the lapsing of restrictions on 810 shares of restricted stock awarded to Tony Thompson on May 23, 2023. When those restrictions lapsed, the issuer withheld 319 shares to cover income tax withholding requirements.

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

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Accepted by SEC EDGAR 05/20/2026 - 04:29 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^*

Thompson Tony

(Last) (First) (Middle)

5960 BERKSHIRE LN

SUITE 800

(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)
	Senior Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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	05/18/2026		F		319	D	$194.66(1)	13,002(2)	D

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. In accordance with the issuer's 2023 Equity Incentive Plan, this price represents the closing price per share of Common Stock on the previous trading day.

2. 319 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 810 shares of restricted stock awarded to the reporting person on May 23, 2023 (Form 4 filed on 5/13/2026). Because the reporting person's restricted stock holdings have been included in the direct ownership of Common Stock disclosed by the reporting person, the reporting person's direct ownership of Common Stock has been reduced by 319 shares to reflect this tax withholding.

	/s/ Scott M. Wilson as Attorney-in-Fact for Tony Thompson	05/20/2026
	** 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)