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Eagle Materials (EXP) CFO reports 921-share tax withholding and updates holdings

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

EAGLE MATERIALS INC Executive Vice President and CFO Dale Craig Kesler reported routine share updates related to compensation and tax withholding. On May 18, 2026, 921 shares of common stock were withheld by the issuer at $194.66 per share to satisfy income tax obligations tied to previously awarded restricted stock.

After this tax-withholding disposition, Kesler directly holds 56,079 shares of common stock and indirectly holds 442 shares through his IRA. The filing reflects administrative adjustments from the issuer’s 2023 Equity Incentive Plan rather than open-market buying or selling.

Positive

  • None.

Negative

  • None.
Insider Kesler Dale Craig
Role EVP and CFO
Type Security Shares Price Value
Tax Withholding Common Stock 921 $194.66 $179K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 56,079 shares (Direct, null); Common Stock — 442 shares (Indirect, By Reporting Person's IRA)
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. 921 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 2,339 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 921 shares to reflect this tax withholding.
Tax-withheld shares 921 shares Common stock withheld to satisfy income tax withholding requirements
Withholding price $194.66 per share Closing price per share on previous trading day under 2023 Equity Incentive Plan
Direct holdings after transaction 56,079 shares Common stock directly owned following tax-withholding disposition
Indirect IRA holdings 442 shares Common stock held indirectly through reporting person’s IRA
Vesting-related restricted stock 2,339 shares Restricted stock award dated May 23, 2023 that triggered tax withholding
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.
restricted stock financial
"related to the lapsing of restrictions on 2,339 shares of restricted stock awarded to the reporting person..."
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.
income tax withholding requirements financial
"921 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions..."
IRA financial
"total_shares_following_transaction 442.0000 ... nature_of_ownership By Reporting Person's IRA"
An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Kesler Dale Craig
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP and CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/18/2026F921D$194.66(1)56,079(2)D
Common Stock442IBy Reporting Person's IRA
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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. 921 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 2,339 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 921 shares to reflect this tax withholding.
/s/ Scott M. Wilson as Attorney-in-Fact for D. Craig Kesler05/20/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Eagle Materials CFO Dale Kesler reported a tax-related share withholding and updated holdings. The issuer withheld 921 common shares to cover income taxes on vesting restricted stock, leaving him with 56,079 directly held shares plus 442 shares held indirectly through his IRA.

Was there an open-market stock sale by Eagle Materials (EXP) CFO in this filing?

No open-market sale occurred in this filing. The 921-share disposition was a tax-withholding transaction, where the issuer retained shares to satisfy income tax obligations from restricted stock vesting, a common administrative step under equity incentive plans rather than a discretionary market sale.

How many Eagle Materials (EXP) shares does the CFO hold after the reported transactions?

After the reported transactions, the CFO directly holds 56,079 Eagle Materials common shares. He also indirectly holds 442 shares through an IRA. These figures reflect the reduction of 921 shares that were withheld by the issuer for income tax withholding related to restricted stock vesting.

What is the significance of the 921 Eagle Materials (EXP) shares in this Form 4?

The 921 shares represent stock withheld by the issuer to meet income tax withholding requirements on 2,339 restricted shares that vested. This reduced the CFO’s reported direct holdings by 921 shares, but it is an administrative tax event rather than a voluntary sale in the open market.

How does the Eagle Materials (EXP) 2023 Equity Incentive Plan affect this Form 4?

The 2023 Equity Incentive Plan governs the restricted stock grant and its vesting price reference. The footnotes state the withholding price reflects the prior trading day’s closing price, and that the 921 withheld shares are tied to restricted stock whose holdings had been included in the CFO’s reported ownership.