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Eagle Materials (EXP) EVP nets shares after RSU vesting and tax withholding

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

Rhea-AI Filing Summary

EAGLE MATERIALS INC EVP & General Counsel Matt Newby exercised 600 restricted stock units into an equal number of Common Stock shares on March 31, 2026. These units convert one-for-one into Eagle Materials common stock.

To cover income tax withholding tied to vesting events, the issuer withheld a total of 1,146 Common Stock shares at a reference price of $181.50 per share. After these compensation-related and tax-withholding transactions, Newby directly holds 19,490 Common Stock shares and 597.0657 remaining restricted stock units under the company’s equity incentive plan.

Positive

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Insider Newby Matt
Role EVP & General Counsel
Type Security Shares Price Value
Exercise Restricted Stock Units 600 $0.00 --
Tax Withholding Common Stock 907 $181.50 $165K
Exercise Common Stock 600 $181.50 $109K
Tax Withholding Common Stock 239 $181.50 $43K
Holdings After Transaction: Restricted Stock Units — 597.066 shares (Direct); Common Stock — 19,129 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. 907 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on (a) 749 shares of restricted stock awarded to the reporting person on 5/23/23 (Form 4 filed 5/25/23); and (b) 1,525 shares of restricted stock awarded to the reporting person on 5/19/22 (Form 3 filed 6/6/22 and Form 4 filed 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 907 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 1,784 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.
RSUs exercised 600 units Restricted stock units converted to Common Stock on March 31, 2026
Shares withheld for taxes 1,146 shares Common Stock withheld to satisfy income tax obligations
Tax reference price $181.50 per share Closing price per share used under 2023 Equity Incentive Plan
Direct Common Stock holdings 19,490 shares Shares directly owned after March 31, 2026 transactions
Remaining RSU balance 597.0657 units Restricted stock units remaining after the reported exercise
Tax withholding from prior awards 907 shares Withheld for taxes on older restricted stock awards
Additional tax withholding 239 shares Withheld in connection with March 31, 2026 vesting events
Restricted Stock Units financial
"security_title: "Restricted Stock Units" and footnote: "Each restricted stock unit represents a contingent right""
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.
Equity Incentive Plan financial
"footnote: "In accordance with the issuer's 2023 Equity Incentive Plan""
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
"footnote: "Upon vesting, any related dividend-equivalent RSUs are also vested""
tax withholding requirements financial
"footnote: "withheld by the issuer to satisfy income tax withholding requirements""
restricted stock financial
"footnote: "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.
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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
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 Stock03/31/2026F907D$181.5(1)19,129(2)D
Common Stock03/31/2026M600A$181.5(1)19,729D
Common Stock03/31/2026F239D$181.5(1)19,490D
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
Restricted Stock Units(3)03/31/2026M600 (4) (4)Common Stock600$0597.0657D
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. 907 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on (a) 749 shares of restricted stock awarded to the reporting person on 5/23/23 (Form 4 filed 5/25/23); and (b) 1,525 shares of restricted stock awarded to the reporting person on 5/19/22 (Form 3 filed 6/6/22 and Form 4 filed 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 907 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 1,784 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/ Matt Newby04/02/2026
** 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)

FAQ

What did Eagle Materials (EXP) EVP Matt Newby do in this Form 4?

Matt Newby exercised 600 restricted stock units into 600 Eagle Materials Common Stock shares. The transactions are part of his equity compensation and include share withholdings to cover income tax obligations related to vesting, rather than open-market purchases or sales.

How many Eagle Materials shares does Matt Newby hold after these transactions?

After the March 31, 2026 transactions, Matt Newby directly holds 19,490 shares of Eagle Materials Common Stock. This figure reflects reductions from shares withheld by the issuer to satisfy income tax obligations tied to vesting of previously awarded restricted stock.

Were any Eagle Materials (EXP) shares sold on the open market in this Form 4?

No open-market sales are shown. Shares labeled with transaction code F, totaling 1,146 shares, were withheld by Eagle Materials solely to satisfy income tax withholding requirements associated with vesting restricted stock, not discretionary market sales by the executive.

What are the details of the restricted stock units reported for Eagle Materials (EXP)?

Each restricted stock unit represents a contingent right to receive one Eagle Materials common share. Newby exercised 600 units on March 31, 2026 and still holds 597.0657 units, which were granted under the company’s 2023 Equity Incentive Plan and vest in scheduled installments.

At what price were Eagle Materials (EXP) shares valued for tax withholding?

The tax-withholding transactions used a price of $181.50 per share of Eagle Materials Common Stock. Footnotes explain this figure represents the closing price per share on the previous trading day, as specified under the company’s 2023 Equity Incentive Plan.

How many Eagle Materials shares were withheld for Matt Newby’s taxes?

A total of 1,146 Eagle Materials Common Stock shares were withheld to cover income tax obligations. This includes 907 shares tied to earlier restricted stock awards and 239 shares associated with the March 31, 2026 vesting and related equity compensation events.