Eagle Materials SVP exercises 266 RSUs, pays taxes

Eagle Materials SVP and Controller William R. Devlin reported compensation-related stock activity involving restricted stock units and associated tax withholding.

Rhea-AI Filing Summary

Eagle Materials SVP and Controller William R. Devlin reported compensation-related stock activity involving restricted stock units and associated tax withholding. On May 22, 2026, he exercised 266 restricted stock units into an equal number of common shares, tied to the company’s equity incentive plan.

To cover tax obligations, 105 common shares were disposed of at a price of $199.13 per share as a tax-withholding transaction, not an open-market sale. After these transactions, Devlin directly holds 17,505 common shares and indirectly holds 1,936 shares through a 401(k) plan.

Insider Trade Summary

266 shares exercised/converted

Exercise 4 txns

Insider Devlin William R

Role SVP, Controller

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	266	$0.00	$0.00
Exercise	Common Stock	266	$199.13	$53K
Exercise Price or Tax Liability	Common Stock	105	$199.13	$21K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 527.53 contracts (Direct); Common Stock — 17,505 shares (Direct); Common Stock — 1,936 shares (Indirect, By 401(k))

Footnotes (3)

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. On May 22, 2025, the reporting person was granted 790 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

RSUs exercised: 266 shares Tax-withholding shares: 105 shares Share price for tax withholding: $199.13 per share +3 more

6 metrics

RSUs exercised 266 shares Restricted stock units converted to common stock on May 22, 2026

Tax-withholding shares 105 shares Shares disposed to cover tax liability on May 22, 2026

Share price for tax withholding $199.13 per share Closing price per share on previous trading day under 2023 Equity Incentive Plan

Direct holdings after transaction 17,505 shares Common stock directly held by Devlin after May 22, 2026

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

RSUs granted 790 units Restricted stock units granted on May 22, 2025 under 2023 Equity Incentive Plan

Key Terms

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

4 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

"transaction_action: tax-withholding disposition, code F for payment of 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 of Common Stock."

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

"The restricted stock units (and any accrued dividend equivalent RSUs) vest ratably in three installments."

FAQ

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

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

Eagle Materials reported that SVP and Controller William R. Devlin exercised 266 restricted stock units into common shares and had 105 shares withheld to cover tax obligations. These are compensation and tax-related events, not open-market purchases or sales.

How many Eagle Materials (EXP) shares did William R. Devlin acquire and dispose of?

William R. Devlin acquired 266 common shares through the exercise of restricted stock units and disposed of 105 shares in a tax-withholding transaction. The disposition was used to satisfy tax liabilities rather than to sell shares in the open market.

At what price were Eagle Materials (EXP) shares used for William R. Devlin’s tax withholding?

Shares used for William R. Devlin’s tax withholding were valued at $199.13 per share. This price represents the closing price per share of Eagle Materials common stock on the previous trading day, as specified under the company’s 2023 Equity Incentive Plan.

What are restricted stock units in the context of Eagle Materials (EXP)?

Each restricted stock unit represents a contingent right to receive one share of Eagle Materials common stock. These units typically vest over time according to the company’s equity incentive plan, and upon vesting, convert into common shares for the reporting person.

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

Following these transactions, William R. Devlin holds 17,505 Eagle Materials common shares directly and 1,936 shares indirectly through a 401(k) plan. These holdings reflect his equity position after exercising restricted stock units and settling related tax obligations.

Did William R. Devlin’s Form 4 report a new grant of restricted stock units at Eagle Materials (EXP)?

The filing notes that on May 22, 2025, William R. Devlin was granted 790 restricted stock units under Eagle Materials’ 2023 Equity Incentive Plan. These units vest in three installments on the first anniversary of the award date, March 31, 2027, and March 31, 2028.

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

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Accepted by SEC EDGAR 05/26/2026 - 04:07 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)
05/22/2026

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		266	A	$199.13(1)	17,610	D
Common Stock	05/22/2026		F		105	D	$199.13(1)	17,505	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	(2)	05/22/2026		M			266	(3)	(3)	Common Stock	266	$0	527.53	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. On May 22, 2025, the reporting person was granted 790 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 William R. Devlin	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)