Eagle Materials (EXP) SVP Devlin exercises RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Eagle Materials Inc. SVP and Controller William R. Devlin reported equity compensation-related transactions in company stock. He exercised 317 restricted stock units into 317 shares of common stock, consistent with the company’s equity incentive plan, and shares were valued using the prior trading day’s closing price.

To cover income tax withholding tied to both this vesting and earlier restricted stock awards, 485 shares and an additional 130 shares of common stock were withheld by Eagle Materials at a price of $181.50 per share. After these transactions, Devlin directly holds 16,666 shares of common stock and indirectly holds 1,936 shares through a 401(k) plan, indicating these were routine compensation and tax-withholding events rather than open-market trades.

Insider Trade Summary

317 shares exercised/converted

Mixed 5 txns

Insider Devlin William R

Role SVP, Controller

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	317	$0.00	--
Tax Withholding	Common Stock	485	$181.50	$88K
Exercise	Common Stock	317	$181.50	$58K
Tax Withholding	Common Stock	130	$181.50	$24K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 316.861 shares (Direct); Common Stock — 16,666 shares (Direct); Common Stock — 1,936 shares (Indirect, By 401(k))

Footnotes (1)

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. 485 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on (a) 450 shares of restricted stock awarded to the reporting person on 5/23/23 (Form 4 filed 5/25/23); and (b) 735 shares of restricted stock awarded to the reporting person on 5/19/22 (Form 4s filed 5/23/22 and 5/10/23). Because the reporting person's restricted 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 485 shares to reflect this tax withholding. Each restricted stock unit represents a contingent right to receive one share of EXP common stock. On May 24, 2024, the reporting person was granted 945 restricted stock units, vesting ratably in three installments on the first anniverary of the date of award; on March 31, 2026; and on March 31, 2027. Upon vesting, any related dividend-equivalent RSUs are also vested at that time.

Key Figures

RSUs exercised: 317 units/shares Tax withholding shares: 615 shares Withholding price: $181.50 per share +3 more

6 metrics

RSUs exercised 317 units/shares Restricted stock units converted to common stock on March 31, 2026

Tax withholding shares 615 shares 485 + 130 shares withheld to satisfy income tax obligations

Withholding price $181.50 per share Closing price per share on previous trading day used for tax withholding

Direct holdings after 16,666 shares Common stock directly owned by Devlin after reported transactions

Indirect 401(k) holdings 1,936 shares Common stock held indirectly through a 401(k) plan

RSU grant size 945 restricted stock units Granted May 24, 2024, vesting in three installments

Key Terms

Restricted Stock Units, Equity Incentive Plan, dividend-equivalent RSUs, income tax withholding requirements, +1 more

5 terms

Restricted Stock Units financial

"On May 24, 2024, the reporting person was granted 945 restricted stock units, vesting ratably in three installments"

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.

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.

dividend-equivalent RSUs financial

"Upon vesting, any related dividend-equivalent RSUs are also vested at that time."

income tax withholding requirements financial

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

401(k) financial

"total_shares_following_transaction": "1936.0000", "direct_or_indirect": "I", "nature_of_ownership": "By 401(k)""

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.

Form 4 Insider Transactions: What Each Field Means →

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)
03/31/2026

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	03/31/2026		F		485	D	$181.5(1)	16,666(2)	D
Common Stock	03/31/2026		M		317	A	$181.5(1)	16,983	D
Common Stock	03/31/2026		F		130	D	$181.5(1)	16,853	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
Restricted Stock Units	(3)	03/31/2026		M			317	(4)	(4)	Common Stock	317	$0	316.8608	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. 485 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on (a) 450 shares of restricted stock awarded to the reporting person on 5/23/23 (Form 4 filed 5/25/23); and (b) 735 shares of restricted stock awarded to the reporting person on 5/19/22 (Form 4s filed 5/23/22 and 5/10/23). Because the reporting person's restricted 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 485 shares to reflect this tax withholding.

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

4. On May 24, 2024, the reporting person was granted 945 restricted stock units, vesting ratably in three installments on the first anniverary of the date of award; on March 31, 2026; and on March 31, 2027. Upon vesting, any related dividend-equivalent RSUs are also vested at that time.

	/s/ Scott M. Wilson as Attorney-in-Fact for William R. Devlin	04/02/2026
	** 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)