Eagle Materials SVP exercises RSUs, covers taxes

Eagle Materials Senior Vice President Tony Thompson reported equity compensation transactions involving company stock.

Rhea-AI Filing Summary

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.

Insider Trade Summary

354 shares exercised/converted

Exercise 4 txns

Insider Thompson Tony

Role Senior Vice President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	354	$0.00	$0.00
Exercise	Common Stock	354	$199.13	$70K
Exercise Price or Tax Liability	Common Stock	140	$199.13	$28K
Grant/Award	Restricted Stock Units	1,256	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 1,960.7097 contracts (Direct); Common Stock — 13,216 shares (Direct)

Footnotes (4)

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. Each restricted stock unit represents a contingent right to receive one share of EXP common stock.
3. F3. The restricted stock units (and any accrued dividend equivalent RSUs) vest ratably in three installments on the first anniversary of the date of award; on March 31, 2028; and on March 31, 2029.
4. F4. On May 24, 2024, the reporting person was granted 1,054 restricted stock units. The restricted stock units (and any accrued dividend equivalent RSUs) vest ratably in three installments on the first anniverary of the date of award; on March 31, 2027; and on March 31, 2028.

Key Figures

RSU grant: 1,256 units RSUs converted: 354 shares Tax-withholding shares: 140 shares +3 more

6 metrics

RSU grant 1,256 units Restricted stock units granted on May 21, 2026

RSUs converted 354 shares RSUs converted into common stock on May 22, 2026

Tax-withholding shares 140 shares Shares delivered to cover tax liability on May 22, 2026

Common shares held 13,356 shares Direct holdings after transactions

RSUs remaining 704.7097 units Restricted stock units held after transactions

Exercise price reference $199.13/share Closing price per share referenced under 2023 Equity Incentive Plan

Key Terms

Restricted Stock Units, tax-withholding disposition, Equity Incentive Plan

3 terms

Restricted Stock Units financial

"Each restricted stock unit represents a contingent right to receive one share of EXP common stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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.

FAQ

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

What equity transactions did Eagle Materials (EXP) SVP Tony Thompson report?

Tony Thompson reported routine equity compensation activity, including a grant of 1,256 restricted stock units, the conversion of 354 RSUs into common shares, and 140 shares disposed to satisfy tax obligations related to these awards.

Did Tony Thompson buy or sell Eagle Materials (EXP) stock on the open market?

The filing shows no open-market buying or selling. Reported transactions are an RSU grant, RSU conversion into common shares, and shares withheld to cover tax liabilities, all related to the company’s equity incentive plan rather than discretionary market trades.

How many Eagle Materials (EXP) shares does Tony Thompson hold after these transactions?

After the reported transactions, Tony Thompson holds 13,356 shares of Eagle Materials common stock directly. He also holds 704.7097 restricted stock units, each representing a contingent right to receive one additional share of EXP common stock in the future.

What restricted stock unit grant did Tony Thompson receive from Eagle Materials (EXP)?

Tony Thompson received a grant of 1,256 restricted stock units, each linked to one share of EXP common stock. These RSUs vest in scheduled installments, aligning his compensation with the company’s long-term performance through the equity incentive plan.

Why were 140 Eagle Materials (EXP) shares disposed of in Tony Thompson’s Form 4?

The 140-share disposition is coded as a tax-withholding transaction. Shares were delivered to cover tax liabilities associated with his equity awards, rather than being sold in the open market as a discretionary investment decision.

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

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Accepted by SEC EDGAR 05/26/2026 - 04:12 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)
05/21/2026

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	05/22/2026		M		354	A	$199.13(1)	13,356	D
Common Stock	05/22/2026		F		140	D	$199.13(1)	13,216	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
Restricted Stock Units	(2)	05/21/2026		A		1,256		(3)	(3)	Common Stock	1,256	$0	1,256	D
Restricted Stock Units	(2)	05/22/2026		M			354	(4)	(4)	Common Stock	354	$0	704.7097	D

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. Each restricted stock unit represents a contingent right to receive one share of EXP common stock.

3. The restricted stock units (and any accrued dividend equivalent RSUs) vest ratably in three installments on the first anniversary of the date of award; on March 31, 2028; and on March 31, 2029.

4. On May 24, 2024, the reporting person was granted 1,054 restricted stock units. The restricted stock units (and any accrued dividend equivalent RSUs) vest ratably in three installments on the first anniverary of the date of award; on March 31, 2027; and on March 31, 2028.

	/s/ Scott M. Wilson as Attorney-in-Fact for Tony Thompson	05/26/2026
	** 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)