Eagle Materials EVP reports tax share withholding

Eagle Materials executive Matt Newby reported a tax-related share withholding tied to equity compensation.

Rhea-AI Filing Summary

Eagle Materials executive Matt Newby reported a tax-related share withholding tied to equity compensation. On May 18, 2026, 532 shares of Common Stock were disposed of at $194.66 per share as part of income tax withholding, rather than an open-market sale.

The withholding related to the lapsing of restrictions on 1,350 shares of restricted stock granted on May 23, 2023 under the company’s 2023 Equity Incentive Plan. After this adjustment, Newby directly holds 20,308 shares of Eagle Materials common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 532 shares

Exercise Price or Tax Liability 1 txn

Insider Newby Matt

Role EVP & General Counsel

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	532	$194.66	$104K

Holdings After Transaction: Common Stock — 20,308 shares (Direct)

Footnotes (2)

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. 532 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 1,350 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 532 shares to reflect this tax withholding.

Key Figures

Shares withheld for taxes: 532 shares Reference price per share: $194.66 per share Shares after transaction: 20,308 shares +1 more

4 metrics

Shares withheld for taxes 532 shares Tax-withholding disposition on May 18, 2026

Reference price per share $194.66 per share Closing price on previous trading day under 2023 Equity Incentive Plan

Shares after transaction 20,308 shares Direct ownership of Common Stock following tax withholding

Restricted stock vesting 1,350 shares Restricted stock awarded May 23, 2023 with restrictions lapsed

Key Terms

tax-withholding disposition, restricted stock, 2023 Equity Incentive Plan, closing price per share

4 terms

tax-withholding disposition financial

"532 shares were withheld by the issuer to satisfy income tax withholding requirements"

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.

restricted stock financial

"related to the lapsing of restrictions on 1,350 shares of restricted stock"

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.

2023 Equity Incentive Plan financial

"In accordance with the issuer's 2023 Equity Incentive Plan"

closing price per share financial

"this price represents the closing price per share of Common Stock on the previous trading day"

FAQ

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

What did Eagle Materials EVP Matt Newby report in this Form 4 for EXP?

Matt Newby reported a tax-withholding disposition of 532 Eagle Materials shares. The shares were withheld by the company to cover income taxes on vesting restricted stock, rather than sold in the open market.

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

The filing shows 532 shares of Eagle Materials Common Stock were withheld. This occurred at a reference price of $194.66 per share to satisfy income tax obligations on vesting restricted stock.

What restricted stock vesting event triggered the tax withholding for EXP?

The tax withholding relates to the lapsing of restrictions on 1,350 restricted shares awarded on May 23, 2023. When these restrictions lapsed, 532 shares were withheld to meet income tax requirements.

Did Matt Newby conduct an open-market sale of EXP shares in this Form 4?

No, the transaction is labeled as a tax-withholding disposition, not an open-market sale. Shares were withheld by Eagle Materials to cover taxes on vesting equity, a compensation-related adjustment rather than a discretionary trade.

How many Eagle Materials (EXP) shares does Matt Newby hold after this transaction?

After the tax-withholding adjustment, Matt Newby directly holds 20,308 shares of Eagle Materials Common Stock. This figure reflects the reduction of 532 shares withheld to satisfy income tax obligations on vesting restricted stock.

What plan governed the equity award in this Eagle Materials Form 4?

The restricted stock award and related tax withholding fall under Eagle Materials’ 2023 Equity Incentive Plan. The footnotes state the reference price equals the prior trading day’s closing price, consistent with the plan’s provisions.

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

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Accepted by SEC EDGAR 05/20/2026 - 04:28 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^*

Newby Matt

(Last) (First) (Middle)

5960 BERKSHIRE LN

SUITE 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)
	EVP & General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

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	05/18/2026		F		532	D	$194.66(1)	20,308(2)	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

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. 532 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 1,350 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 532 shares to reflect this tax withholding.

	/s/ Matt Newby	05/20/2026
	** 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)