Dividend RSUs credited to Eagle Materials (NYSE: EXP) CFO Dale Kesler

Rhea-AI Filing Summary

Eagle Materials Inc. executive vice president and chief financial officer Dale Craig Kesler reported routine equity-based compensation activity. On January 12, 2026, he acquired 1.9768 restricted stock units at a price of $0, bringing his holdings in that RSU award to 1,901.5745 units held directly. On the same date, he acquired an additional 2.5634 restricted stock units at $0, increasing a separate RSU position to 2,465.9287 units, also held directly.

Footnotes explain that both grants are dividend equivalent restricted stock units (DEUs), credited in connection with cash dividends paid on Eagle Materials’ common stock and tied to previously reported RSU awards disclosed in Form 4 filings dated May 29, 2024 and May 27, 2025. These entries reflect automatic accruals rather than open-market purchases or sales of common stock.

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

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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 TX 75225

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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

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

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

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

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	(1)	01/12/2026		A		1.9768		(1)	(1)	Common Stock	1.9768	$0	1,901.5745	D
Restricted Stock Units	(2)	01/12/2026		A		2.5634		(2)	(2)	Common Stock	2.5634	$0	2,465.9287	D

Explanation of Responses:

1. Represents dividend equivalent Restricted Stock Units (DEUs) accrued in connection with a cash dividend paid by Issuer on its Common Stock. The underlying RSU award to which the DEUs relate was disclosed in a Form 4 filed on May 29, 2024.

2. Represents dividend equivalent Restricted Stock Units (DEUs) accrued in connection with a cash dividend paid by Issuer on its Common Stock. The underlying RSU award to which the DEUs relate was disclosed in a Form 4 filed on May 27, 2025.

	/s/ Scott M. Wilson as Attorney-in-Fact for Dale Craig Kesler	01/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What does Eagle Materials (EXP) CFO Dale Kesler report in this Form 4?

The filing shows EVP and CFO Dale Craig Kesler acquiring small amounts of restricted stock units on January 12, 2026. These are dividend equivalent RSUs credited at $0 in connection with cash dividends on Eagle Materials common stock, and they increase his existing RSU holdings rather than involving stock market trades.

How many restricted stock units did the Eagle Materials (EXP) CFO receive?

On January 12, 2026, Dale Kesler received two RSU credits: 1.9768 restricted stock units, bringing that award to 1,901.5745 units, and 2.5634 restricted stock units, bringing a second award to 2,465.9287 units. All are reported as held directly.

What are dividend equivalent restricted stock units (DEUs) in this Eagle Materials Form 4?

The footnotes state that the reported units are dividend equivalent restricted stock units (DEUs) accrued because Eagle Materials paid a cash dividend on its common stock. Instead of receiving cash, the executive was credited additional RSUs linked to existing RSU awards previously disclosed in Form 4 filings.

Were these Eagle Materials (EXP) insider transactions open-market stock trades?

No. The transactions are coded as acquisitions of restricted stock units at a price of $0 per unit. The footnotes clarify that they are DEUs tied to cash dividends on common stock and to RSU awards disclosed in earlier Form 4 filings, rather than buys or sells of common stock in the open market.

Does the Eagle Materials CFO hold these RSUs directly or indirectly?

The Form 4 indicates that the RSU positions affected by these transactions are held directly (D) by Dale Craig Kesler. No nature-of-ownership footnote shifts voting or investment authority to another entity in this excerpt.

How are these Form 4 RSU credits related to prior Eagle Materials filings?

According to the footnotes, the DEUs reported on January 12, 2026 relate to underlying RSU awards that were previously disclosed in Form 4 filings dated May 29, 2024 and May 27, 2025. The current filing updates the RSU balances for dividend equivalents.