Eagle Materials (NYSE: EXP) sets 2026 performance-based equity awards for top officers

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Eagle Materials Inc. approved new long-term equity awards for key officers under its 2023 Equity Incentive Plan, effective May 21, 2026. The package combines performance-vesting restricted stock units (PSUs), performance-vesting stock options, time-vesting RSUs and time-vesting options.

Performance awards depend on the company’s average return on equity through fiscal 2029, adjusted for average absolute total stockholder return. Payouts can range from 50% to 200% of target. Earned PSUs are settled in common stock and related options become exercisable after performance is certified, while unearned awards are forfeited.

Time-based RSUs and options vest ratably on May 21, 2027, March 31, 2028 and March 31, 2029, subject to continued service. The stock option exercise price is set at the May 21, 2026 closing share price of $199.13 and options have a 10-year term. CEO Michael R. Haack received equity awards with a target value of $6,000,000, with other named executives receiving proportionate grants.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CEO target equity value: $6,000,000 CFO target equity value: $1,400,000 General Counsel target equity value: $950,000 +5 more

8 metrics

CEO target equity value $6,000,000 Target value of equity awards for Michael R. Haack

CFO target equity value $1,400,000 Target value of equity awards for D. Craig Kesler

General Counsel target equity value $950,000 Target value of equity awards for Matt Newby

President American Gypsum target value $800,000 Target value of equity awards for Eric Cribbs

Senior VP Cement East target value $500,000 Target value of equity awards for Tony Thompson

Option exercise price $199.13 per share Closing common stock price on May 21, 2026; option strike

Performance vesting range 50%–200% of target PSU and performance option vesting based on performance

Option term 10 years Term of both time-vesting and performance-vesting stock options

Key Terms

performance-vesting restricted stock units, return on equity, absolute total stockholder return, dividend-equivalent restricted stock units, +1 more

5 terms

performance-vesting restricted stock units financial

"The awards are comprised of performance-vesting restricted stock units (“PSUs”), performance-vesting stock options..."

Performance-vesting restricted stock units are a form of employee pay where future company shares are granted only if the business meets specific targets, such as revenue, profit, or stock-price goals. Think of them as a bonus you earn only when certain milestones are hit; for investors they matter because they can increase the number of shares outstanding if goals are met and they reveal how management is being motivated to hit particular financial or operational objectives.

return on equity financial

"performance vesting criteria based on the Company’s average return on equity measured at the end fiscal 2029..."

Return on equity shows how effectively a company uses its shareholders' money to generate profit. It is calculated by dividing the company's net profit by its shareholders' equity, indicating how much profit is earned for each dollar invested by owners. Higher return on equity suggests the company is good at turning investments into earnings, which can be an important factor for investors assessing its profitability and efficiency.

absolute total stockholder return financial

"as modified based on the Company’s average absolute total stockholder return during the performance period."

dividend-equivalent restricted stock units financial

"the PSUs will accrue dividend-equivalent restricted stock units, which will be paid in shares of Common Stock..."

exercise price financial

"the exercise price of the stock options ... is the closing price of the Company’s Common Stock..."

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Available on EDGAR 05/28/2026 - 04:16 PM Accepted by SEC EDGAR 05/28/2026 - 04:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2026

Eagle Materials Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	1-12984	75-2520779
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5960 Berkshire Ln., Suite 900 Dallas, Texas		75225
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (214) 432-2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	EXP	New York Stock Exchange
Common Stock, $0.01 par value	EXP	NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective May 21, 2026, the Compensation Committee, as part of its annual compensation review, approved long-term incentive equity awards under the Eagle Materials Inc. 2023 Equity Incentive Plan (“Plan”) to a group of the Company’s officers, including its named executive officers. The awards are comprised of performance-vesting restricted stock units (“PSUs”), performance-vesting stock options, time-vesting restricted stock units (“RSUs”) and time-vesting stock options. Each of our named executive officers—Michael R. Haack, President and Chief Executive Officer; D. Craig Kesler, Executive Vice President - Finance and Administration and Chief Financial Officer; Matt Newby, Executive Vice President, General Counsel and Secretary; Eric Cribbs, President, American Gypsum Company LLC; and Tony Tompson, Senior Vice President, Cement East—was granted PSUs, RSUs and/or stock options as a part of this award.

In order for the PSUs and performance-vesting stock options to be earned, the Company must achieve performance vesting criteria based on the Company’s average return on equity measured at the end fiscal 2029 (three-year performance period), as modified based on the Company’s average absolute total stockholder return during the performance period. Threshold performance will result in a vesting percentage of 50% of target and maximum performance will result in a vesting percentage of 200% of target. Earned PSUs will be paid in shares of Common Stock promptly following the performance certification date, and earned performance-vesting stock options will become exercisable upon the performance certification date. Any performance-vesting awards that are not earned at the end of the performance period upon the determination of the achievement of the performance vesting criteria will be forfeited. During the performance period, the PSUs will accrue dividend-equivalent restricted stock units, which will be paid in shares of Common Stock with respect to any earned PSUs. The terms and conditions of the performance-vesting awards will be substantially the same as awards made in fiscal 2026.

The RSUs and time-vesting stock options will vest ratably on May 21, 2027; March 31, 2028; and March 31, 2029 (assuming continued service by the relevant officer). RSUs will be paid in shares of Common Stock promptly following a vesting date, and time-vesting stock options will become exercisable upon a vesting date. During the vesting period, the RSUs will accrue dividend-equivalent restricted stock units, which will be paid in shares of Common Stock with respect to any vested RSUs. The terms and conditions of the time-vesting awards will be substantially the same as prior time-vesting equity awards.

In accordance with the terms of the Plan, the exercise price of the stock options (whether time-vesting or performance-vesting) is the closing price of the Company’s Common Stock on the date of grant, May 21, 2026 ($199.13), and the stock options have a term of 10 years from the date of grant. The following table shows the equity awards granted to Messrs. Haack, Kesler, Newby, Cribbs and Thompson effective May 21, 2026:


Name	Target Value of Equity Awards⁽¹⁾ ($)		PSUs⁽²⁾ (#)		Perfor- mance Vesting Options⁽²⁾ (#)		RSUs (#)		Time Vesting Options (#)
Michael R. Haack		6,000,000		7,533		19,697		7,533		19,697
D. Craig Kesler		1,400,000		1,758		4,596		1,758		4,596
Matt Newby		950,000		1,193		3,119		1,193		3,119
Eric Cribbs		800,000		2,009		—		2,009		—
Tony Thompson		500,000		1,256		—		1,256		—

(1)	Half of the target value is allocated to performance awards and half of the target value is allocated to time-vesting awards.

(2)

Assumes achievement of the target level of performance conditions. The following reflects the PSUs and performance-vesting stock options assuming the highest level of performance conditions (i.e., the maximum PSUs/options payable): Mr. Haack - 15,066 PSUs and 39,394 options; Mr. Kesler - 3,516 PSUs and 9,192 options; Mr. Newby - 2,386 PSUs and 6,238 options; Mr. Cribbs - 4,018 PSUs; and Mr. Thompson - 2,512 PSUs.

Item 9.01.

Financial Statements and Exhibits


Exhibit Number		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


EAGLE MATERIALS INC.

By:		/s/ Matt Newby Matt Newby Executive Vice President, General Counsel and Secretary

Date: May 28, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What executive equity awards did Eagle Materials (EXP) approve in May 2026?

Eagle Materials approved long-term equity awards combining PSUs, performance stock options, RSUs and time-vesting options for key officers. These awards are granted under the 2023 Equity Incentive Plan, with CEO Michael R. Haack receiving a target value of $6,000,000 in equity.

How are Eagle Materials’ new performance-based PSUs and options structured?

The PSUs and performance-vesting options vest based on average return on equity through fiscal 2029, modified by average absolute total stockholder return. Vesting can range from 50% of target at threshold performance to 200% at maximum, with unearned awards forfeited after the performance period.

What is the vesting schedule for Eagle Materials’ 2026 time-vesting RSUs and options?

Time-vesting RSUs and stock options for officers vest in three equal installments on May 21, 2027, March 31, 2028 and March 31, 2029. Vesting requires continued service, and vested RSUs and options are settled or become exercisable in Eagle Materials common stock.

What exercise price and term apply to Eagle Materials’ 2026 stock options?

All 2026 stock options, both performance-vesting and time-vesting, have an exercise price equal to the May 21, 2026 closing stock price of $199.13. The options have a 10-year term from the grant date, consistent with the terms of the 2023 Equity Incentive Plan.

Which Eagle Materials executives received the largest equity awards in 2026?

CEO Michael R. Haack received the largest 2026 equity grant, with a target value of $6,000,000. Other named executive officers, including D. Craig Kesler, Matt Newby, Eric Cribbs and Tony Thompson, received proportionate mixes of PSUs, RSUs and stock options.

Filing Exhibits & Attachments

4 documents