Eagle Materials SVP uses shares for tax withholding

EAGLE MATERIALS INC senior vice president and controller William R. Devlin reported routine share movements related to compensation and retirement holdings.

Rhea-AI Filing Summary

EAGLE MATERIALS INC senior vice president and controller William R. Devlin reported routine share movements related to compensation and retirement holdings. On May 18, 2026, 319 shares of common stock were withheld by the company at $194.66 per share to cover income taxes on vesting of previously granted restricted stock. After this tax-withholding disposition, he directly held 17,344 common shares. He also indirectly held 1,936 shares through a 401(k) plan, reflecting retirement-plan ownership rather than a market trade.

Insider Trade Summary

Exercise Price or Tax Liability: 319 shares

Exercise Price or Tax Liability 2 txns

Insider Devlin William R

Role SVP, Controller

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

Holdings After Transaction: Common Stock — 17,344 shares (Direct); Common Stock — 1,936 shares (Indirect, By 401(k))

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

Tax-withheld shares: 319 shares Withholding price: $194.66 per share Direct holdings after transaction: 17,344 shares +2 more

5 metrics

Tax-withheld shares 319 shares Withheld to satisfy income tax on vesting restricted stock

Withholding price $194.66 per share Closing price of common stock on prior trading day

Direct holdings after transaction 17,344 shares Common stock held directly by William R. Devlin

401(k) indirect holdings 1,936 shares Common stock held indirectly via 401(k) plan

Tax-withholding entries 1 transaction Form 4 transaction summary taxWithholdingCount

Key Terms

401(k), restricted stock, 2023 Equity Incentive Plan, tax-withholding disposition, +1 more

5 terms

401(k) financial

"indirectly held 1,936 shares through a 401(k) plan"

A 401(k) is a type of retirement savings plan offered by employers that allows workers to set aside a portion of their paycheck before taxes are taken out. The money saved in a 401(k) can grow over time through investments, helping individuals build funds for their future retirement. It matters to investors because it provides a tax-advantaged way to save and invest for long-term financial security.

restricted stock financial

"related to the lapsing of restrictions on 810 shares of restricted stock"

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.

2023 Equity Incentive Plan financial

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

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

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.

closing price per share financial

"this price represents the closing price per share of Common Stock"

FAQ

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

What insider transaction did Eagle Materials (EXP) report for William R. Devlin?

Eagle Materials reported a routine tax-related disposition. 319 common shares were withheld by the company to satisfy income tax obligations tied to vesting restricted stock, rather than being sold in the open market.

How many Eagle Materials (EXP) shares does William R. Devlin hold after this filing?

After the reported transaction, William R. Devlin directly holds 17,344 Eagle Materials common shares. He also indirectly owns 1,936 shares through a 401(k) plan, reflecting both personal and retirement-plan exposure to the company’s stock.

Was the Eagle Materials (EXP) insider transaction an open-market sale?

No, the filing shows a tax-withholding disposition, not an open-market sale. The company withheld 319 shares at $194.66 each to cover income tax on vesting restricted stock granted under the 2023 Equity Incentive Plan.

What price was used for the Eagle Materials (EXP) tax-withholding shares?

The 319 withheld shares were valued at $194.66 each. This price represents the prior trading day’s closing price of Eagle Materials common stock, as specified under the company’s 2023 Equity Incentive Plan.

How are William R. Devlin’s 401(k) holdings in Eagle Materials (EXP) reported?

The filing lists 1,936 Eagle Materials common shares held indirectly through a 401(k) plan. This entry reflects retirement-plan ownership and is classified as indirect, separate from his directly held 17,344 common shares.

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

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Accepted by SEC EDGAR 05/20/2026 - 04:24 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^*

Devlin William R

(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)
	SVP, Controller

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)	17,344(2)	D
Common Stock								1,936	I	By 401(k)

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 William R. Devlin	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)