Eagle Materials (NYSE: EXP) CEO nets shares after RSU vest and tax withholding

Rhea-AI Filing Summary

Eagle Materials Inc. President and CEO Michael Haack reported routine equity compensation activity involving restricted stock units and common shares on March 31, 2026. He exercised 3,981 restricted stock units, receiving an equivalent number of Eagle Materials common shares.

To cover income tax withholding obligations tied to this vesting and prior restricted stock awards, the company withheld a total of 6,348 common shares at a reference price of $181.50 per share, as permitted under the equity plan. After these transactions, Haack directly owned 80,579 shares of common stock. No open-market purchases or sales were reported; the activity reflects compensation vesting and tax withholding mechanics.

Insider Trade Summary

3,981 shares exercised/converted

Mixed 4 txns

Insider Haack Michael

Role President and CEO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,981	$0.00	--
Tax Withholding	Common Stock	4,781	$181.50	$868K
Exercise	Common Stock	3,981	$181.50	$723K
Tax Withholding	Common Stock	1,567	$181.50	$284K

Holdings After Transaction: Restricted Stock Units — 3,980.564 shares (Direct); Common Stock — 78,165 shares (Direct)

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. 4,781 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on (a) 4,797 shares of restricted stock awarded to the reporting person on 5/23/23 (Form 4 filed 5/25/23); and (b) 7,353 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 4,781 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 11,857 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: 3,981 units Shares withheld for taxes: 6,348 shares Tax withholding price: $181.50 per share +3 more

6 metrics

RSUs exercised 3,981 units Restricted stock units converted to common stock on March 31, 2026

Shares withheld for taxes 6,348 shares Total common shares delivered for income tax withholding

Tax withholding price $181.50 per share Closing price per share used under 2023 Equity Incentive Plan

Direct holdings after transactions 80,579 shares CEO’s direct Eagle Materials common stock position after Form 4 events

Tax withholding from prior awards 4,781 shares Withheld for tax on restricted stock awarded in 2022 and 2023

Additional tax-withheld shares 1,567 shares Further common shares delivered for income tax obligations

Key Terms

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

5 terms

Restricted Stock Units financial

"The CEO exercised 3,981 restricted stock units into 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

"Common stock entries coded F reflect a 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.

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."

contingent right financial

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

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^*

Haack Michael

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		4,781	D	$181.5(1)	78,165(2)	D
Common Stock	03/31/2026		M		3,981	A	$181.5(1)	82,146	D
Common Stock	03/31/2026		F		1,567	D	$181.5(1)	80,579	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	(3)	03/31/2026		M			3,981	(4)	(4)	Common Stock	3,981	$0	3,980.5637	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. 4,781 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on (a) 4,797 shares of restricted stock awarded to the reporting person on 5/23/23 (Form 4 filed 5/25/23); and (b) 7,353 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 4,781 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 11,857 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 Michael R. Haack	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)

FAQ

What did Eagle Materials (EXP) CEO Michael Haack report in this Form 4?

Michael Haack reported routine equity compensation activity. He exercised 3,981 restricted stock units into common shares and had 6,348 shares withheld by Eagle Materials to satisfy income tax obligations under the company’s equity incentive plan.

How many Eagle Materials (EXP) RSUs did the CEO exercise?

The CEO exercised 3,981 restricted stock units. Each restricted stock unit represented a contingent right to receive one share of Eagle Materials common stock, so the exercise resulted in 3,981 newly issued common shares to the reporting person.

How many Eagle Materials (EXP) shares were withheld for taxes?

A total of 6,348 shares were withheld for income tax obligations. This includes 4,781 shares related to previously awarded restricted stock and 1,567 shares tied to the current vesting, all valued using a reference price of $181.50 per share.

What is Michael Haack’s direct Eagle Materials (EXP) shareholding after these transactions?

Following the reported Form 4 transactions, Michael Haack directly owned 80,579 shares of Eagle Materials common stock. This figure reflects the net position after exercising restricted stock units and the company’s share withholding for applicable income tax requirements.

Were there any open-market purchases or sales of Eagle Materials (EXP) shares?

No open-market purchases or sales were reported. The Form 4 shows an exercise of restricted stock units and share dispositions coded as tax-withholding transactions, where shares were delivered to Eagle Materials to satisfy income tax obligations.

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

The tax-withholding transactions used a share price of $181.50. A footnote explains this price represents the closing price per share of Eagle Materials common stock on the previous trading day, in line with the company’s 2023 Equity Incentive Plan.