RISK FACTORS RELATED TO OWNERSHIP OF OUR COMMON STOCK
Certain provisions in our restated certificate of incorporation and bylaws may prevent or delay an acquisition of our company, which could decrease the trading price of the common stock.
Our certificate of incorporation and bylaws contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with our Board rather than to attempt a hostile takeover. For example, under our certificate of incorporation, our Board are divided into three classes based on their term of office, with directors in each class holding office for staggered three-year terms. In addition, our certificate of incorporation or bylaws prohibit stockholder action by written consent, limit the ability of our stockholders to call special meetings, establish advance notice procedures for stockholder proposals and nominations for election of directors, and allow our Board to issue blank-check preferred stock with voting or conversion rights without stockholder approval. In general, we believe that these provisions will help protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our Board and by providing our Board with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our Board determines is not in the best interests of our company and its stockholders.
Our bylaws include a forum selection clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any internal corporate claims within the meaning of the Delaware General Corporation Law (DGCL), (ii) any derivative action or proceeding brought on our behalf, (iii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or employees to us or to our stockholders, (iv) any action asserting a claim arising pursuant to any provision of the DGCL, or (v) any action asserting a claim governed by the internal affairs doctrine, will be a state or federal court located within the State of Delaware in all cases subject to the court’s having personal jurisdiction over
the indispensable parties named as defendants. In addition, our bylaws provide that, unless we consent in writing to selection of an alternative forum, the sole and exclusive forum for any action asserting a claim arising under the Securities Act of 1933, as amended (the Securities Act), will be a federal district court. This forum selection provision in our bylaws may limit our stockholders’ ability to pursue claims in a judicial forum of their choosing for disputes with us or our directors, officers, or employees. It is also possible that, notwithstanding the forum selection clause included in our bylaws, a court could rule in specific circumstances that such a provision is inapplicable or unenforceable, which could require that we defend claims in other forums.
I TEM 1B. Unresolved Staff Comments
There are no unresolved Staff comments.
ITEM 1C. Cybersecurity
RISK MANAGEMENT AND STRATEGY
Eagle continues to make cybersecurity a priority as the threat landscape evolves and becomes increasingly complex and sophisticated.
Managing Material Risks and Integrated Overall Risk Management
We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cyber risk awarene ss. Our Director of Information Security (DIS), under the direction of our Chief Financial Officer (CFO), continuously evaluates and addresses cyber risks in alignment with business objectives, operational needs, an d industry-accepted standards, such as National Institute of Standards and Technology frameworks.
The Company has processes and procedures in place intended to prevent, detect, mitigate, and remediate cybersecurity risks. These include but are not limited to:
maintaining a defined and practiced incident response plan
maintaining cyber insurance coverage
employing appropriate incident prevention and detection safeguards
maintaining defined disaster recovery procedure and employing disaster recovery software, where appropriate
educating, training and testing our user community on information security practices and identification of potential cybersecurity risks and threats
reviewing and evaluating new developments in the cyber threat landscape.
Engaging Third Parties on Risk Management
Recognizing the complexity and evolving nature of cybersecurity risk, we engage with a range of external security support providers, including cybersecurity consultants, in evaluating, monitoring, and testing our cyber management systems and related cyber risks. The Company’s collaboration with these third parties includes threat and vulnerability assessments, incident response plan testing, company-wide monitoring of cybersecurity risks, and consultation on security enhancements.
Managing Third-Party Risk
We recognize the risks associated with the use of vendors, service providers, and other third parties that provide information system services to us, process information on our behalf, or have access to our information systems, and the Company has processes in place to oversee and manage these risks. We conduct thorough security assessments of these third-party engagements and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. This monitoring includes both annual and ongoing assessments.
Risks from Cybersecurity Incidents
To our knowledge, the Company has not been subject to cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, the Company, its operations, or financial standing.
GOVERNANCE
Risk Management Personnel
The Company’s cybersecurity risk m anagement program is overseen by management at multiple levels. Under the direction of our CFO , the DIS plays a key role in assessing, monitoring, and managing the Company’s cybersecurity risks with support from Company management, external cybersecurity consultants , and dedicated information technology and security personnel. Our DIS has over 35 years of IT experience, including 30 years of specializing in cybersecurity practices. Our DIS holds numerous certifications including as an ISC 2 , Certified Information Systems Security Professional (CISSP), and ISACA Certified Information Security Manager (CISM). Our DIS also has extensive experience in architecting, implementing, and managing cyber security control systems including vulnerability management, endpoint detection and response (EDR), security information and event management (SIEM), email fraud defense, and identity access management (IAM) solutions.
Monitor Cybersecurity Incidents
Our DIS is continually informed and updated on the latest developments in cybersecurity, including emerging threats and innovative risk management techniques. Our Director of Technology (DIT), supported by our DIS, implements and oversees processes for the regular monitoring of our information systems. This includes the deployment of advanced security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, the Company is equipped with a defined and practiced incident response plan, which details immediate actions to mitigate the impact and long-term strategies for remediation and prevention of future incidents.
Board of Directors Oversight
The Audit Committee of Eagle's Board is responsible for overseeing the Company’s policies and practices related to cyber risk. Based on details provided by the DIS, the Chief Financial Officer (CFO), together with the Company's third-party experts, p rovides the Audit Committee quarterly updates that encompass a broad range of topics, including:
current cybersecurity threat landscape and emerging threats
status of ongoing cybersecurity initiatives and strategies
incident reports and learnings from unique cybersecurity events, including those of other companies
compliance status and initiatives related to regulatory requirements and industry standards.
In addition, the CFO provides updates to the full Board upon request, and timely updates regarding unique developments such as regulatory updates or vulnerability developments, based on details provided by the DIS.
I TEM 2. Properties
Our operating facilities span the U.S. They include cement and slag cement plants, quarries, and related facilities; concrete and aggregates plants and quarries; gypsum wallboard plants; a recycled paperboard mill; cement distribution terminals; and our headquarters in Dallas, Texas. All our facilities are owned, with the exception of our headquarters in Dallas, which is leased through January 2036, and certain terminals, as discussed on page 10. None of our facilities are pledged as security for any debts. Please see the Industry Segment Information section on pages 6-21 for more information about the location of our facilities, and a summary of mineral reserves for each of our applicable businesses.
The following map shows the locations of our operating facilities at March 31, 2026, by type of facility. Quarries supporting our Cement, Aggregates, and Gypsum Wallboard businesses are in close proximity to the respective plants.
Mining Properties
In this Form 10-K, the terms “mineral resource,” “measured mineral resource,” “indicated mineral resource,” “inferred mineral resource,” “mineral reserve,” “proven mineral reserve,” and “probable mineral reserve” are defined and used in accordance with subpart 1300 of Regulation S-K. Under subpart 1300 of Regulation S-K, mineral resources may not be classified as “mineral reserves” unless a qualified person (QP) (as defined under subpart 1300 of Regulation S-K) has determined that the mineral resources can be the basis of an economically viable project. Part or all of the mineral deposits (including any mineral resources) in these categories may never be converted into mineral reserves. Further, except for the portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value. Estimates of inferred mineral resources have too high of a degree of uncertainty as to
their existence and may not be converted to a mineral reserve. Therefore, it should not be assumed that all or any part of an inferred mineral resource exists, that it can be the basis of an economically viable project, or that it will ever be upgraded to a higher category. Likewise, it should not be assumed that all or any part of measured or indicated mineral resources will ever be converted to mineral reserves. Management relies on estimates of our recoverable mineral reserves, which estimation is complex due to geological characteristics of the properties and the number of assumptions made and variable factors, some of which are beyond our control.
The estimates of mineral resources and reserves in this Form 10-K are based on information and supporting documentation prepared in accordance with the requirements of subpart 1300 of Regulation S-K by third-party QPs who have no affiliation with or interest in the Company or our mining properties.
Cement Mining Properties
We mine primarily limestone at our quarry operations serving each of our cement plants. Eagle operates all its quarries, and mining at our quarries is done by Company personnel. The limestone mined at our quarries is converted to cement, as outlined in Item 1. Business. Each cement plant has its own dedicated limestone quarries, all of which have adequate access to highways and/or waterways. Limestone is delivered to our Louisville plant by barge, and to all other plants by truck. All our mines, with the exception of one, are surface mines, which are mined using open pit techniques. We have one underground mine serving our plant in Sugar Creek, Missouri. All our limestone reserves are located on properties that are in the production stage. All our quarries are close to our operating facilities.
As of March 31, 2026, we had 313.3 million tons of proven and probable limestone reserves, and 752.3 million tons of measured and indicated limestone resources, exclusive of limestone reserves. Approximately 80% of our total reserves are owned, and the remainder are leased. We do not consider any of our individual quarries to be material for disclosure purposes. All our individual locations have at least 25 years of reserves and resources, with most of our locations having in excess of 50 years.
Below is a summary of our limestone resources, exclusive of limestone reserves, serving each of our cement plants at March 31, 2026.
Limestone Resources (1)(2)
(tons in thousands)
Location
Measured
Indicated
Total
Measured &
Indicated
Inferred
Buda, Texas (3)
LaSalle, Illinois
Sugar Creek, Missouri
Laramie, Wyoming
Tulsa, Oklahoma
Fernley, Nevada
Louisville, Kentucky
Fairborn, Ohio
Measured, Indicated, and Inferred resources are based on an initial assessment using average selling price assumptions ranging from $18.76 to $23.06 per ton depending on location and market.
The point of reference for reserves other than the Louisville and Buda locations are recorded on a recoverable or "run-of-mine" basis. Louisville and Buda are recorded on an in situ basis.
Reflects the Company's 50% ownership interest.
Below is a summary of our limestone reserves serving each of our cement plants at March 31, 2026.
Limestone Reserves (1)(2)
(tons in thousands)
Location
Proven
Probable
Total Proven & Probable
Buda, Texas (3)
LaSalle, Illinois
Sugar Creek, Missouri
Laramie, Wyoming
Tulsa, Oklahoma
Fernley, Nevada
Louisville, Kentucky
Fairborn, Ohio
The economic viability of our reserves was determined using average limestone prices ranging from $18.76 to $23.06 per ton, depending on location and market.
The point of reference for reserves other than the Louisville and Buda locations are recorded on a recoverable or "run-of-mine" basis. Louisville and Buda are recorded on an in situ basis.
Reflects the Company's 50% ownership interest.
Our total measured and indicated limestone resources were 752.3 million tons at March 31, 2026, compared with 728.4 million tons at March 31, 2025. Our total proven and probable reserves were 313.3 million tons at March 31, 2026, compared with 321.2 million tons at March 31, 2025. The decrease was primarily due to depletion during fiscal 2026.
Below is a summary of the annual production volumes from our cement quarries for each of the following fiscal years.
Tons Mined
(tons in thousands)
Location
Buda, Texas (1)
LaSalle, Illinois
Sugar Creek, Missouri
Laramie, Wyoming
Tulsa, Oklahoma
Fernley, Nevada
Louisville, Kentucky
Fairborn, Ohio
Reflects the Company's 50% ownership interest .
Aggregate Mining Properties
We have Aggregate operations near most of our concrete facilities as well as other locations throughout the US. Aggregates are obtained principally by mining and extracting from quarries owned or leased by the Company. The Company operates all its quarries, and mining at our quarries is done by Company personnel.
Mineral resources and reserves for our aggregate plants consist of both sand and gravel, as well as limestone.
As of March 31, 2026, we had 205.7 million tons of proven and probable aggregate reserves and 250.9 million tons of measured and indicated aggregate resources, exclusive of aggregate reserves. Approximately 60% of our reserves are owned, with the rest covered under leases expiring between 2040 and 2060. We do not consider any of our individual quarries to be material for disclosure purposes. All our individual locations, with the exception of the Kansas City area, have at least 25 years of reserves and resources. All of our aggregate mines are surface mines with the exception of one.
The following table sets forth certain information regarding our aggregates facilities as well as aggregates resources, exclusive of aggregates reserves, at March 31, 2026.
Aggregates Resources (1)
(tons in thousands)
Location
Types of Aggregates
Measured
Indicated
Total
Measured & Indicated
Inferred
Central Texas
Limestone and Gravel
Kansas City Area (2)
Limestone
Northern Colorado
Sand and Gravel
Northern Kentucky
Limestone
Northern Nevada
Sand and Gravel
Western Pennsylvania
Limestone
Measured, Indicated, and Inferred resources are based on an initial assessment using average selling price assumptions ranging from $8.00 to $28.00 per ton depending on location and market. Aggregates resources are reported on an in situ basis.
The Company currently is not operating its aggregate facility in the Kansas City area.
The following sets forth certain information regarding our aggregates reserves at March 31, 2026.
Aggregates Reserves (1)
(tons in thousands)
Location
Types of Aggregates
Proven
Probable
Total Proven & Probable
Central Texas
Limestone and Gravel
Kansas City Area (2)
Limestone
Northern Colorado
Sand and Gravel
Northern Nevada
Sand and Gravel
Northern Kentucky
Limestone
Western Pennsylvania
Limestone
The economic viability of our reserves was determined using average limestone, sand, and gravel prices ranging from $8.00 to $28.00 per ton, depending on location and market. Aggregates reserves are reported on saleable product basis.
The Company is currently not operating its aggregate facility in the Kansas City area.
Our total measured and indicated aggregates resources were 250.9 million tons at March 31, 2026, compared with 212.6 million tons at March 31, 2025. Our total proven and probable reserves were 205.7 million tons at March 31, 2026, compared with 191.7 million tons at March 31, 2025. The increases in
reserves and resources were primarily due to the Aggregates Acquisitions, partially offset by depletion during fiscal 2026.
Below is a summary of the annual production volumes from our aggregate quarries.
Tons Mined
(tons in thousands)
Location
Central Texas
Kansas City Area (1)
Northern Colorado
Northern Kentucky
Northern Nevada
Western Pennsylvania (2)
The Company is currently not operating its aggregate facility in the Kansas City area.
This mine was acquired on January 7, 2025. The tons mined in fiscal 2025 are from this date through March 31, 2025.
Gypsum Mining Properties
We have adequate access to all our gypsum quarries. Mining at all our quarries is done by Company personnel, and all our mines are in the production stage. Mineral resources and mineral reserves for our Gypsum Wallboard business are defined similarly to how they are defined for our Cement business. See the Limestone Resources and Reserves section in the Cement segment discussion above for a more detailed description of how we define mineral resources and reserves.
As of March 31, 2026, we had 65.5 million tons of proven and probable gypsum reserves, and 149.7 million tons of measured and indicated gypsum resources, exclusive of gypsum reserves. Approximately 40% of our reserves are owned, with the rest leased.
The following table sets forth certain information regarding our gypsum wallboard plants and gypsum resources, exclusive of gypsum reserves, at March 31, 2026.
Gypsum Resources (1)(2)
(tons in thousands)
Location
Measured
Indicated
Total
Measured &
Indicated
Inferred
Albuquerque, New Mexico
Bernalillo, New Mexico (3)
Gypsum, Colorado
Duke, Oklahoma
Georgetown, South Carolina (4)
Total
Gypsum resources are shown on an in situ basis.
Measured, Indicated and Inferred resources were based on an initial assessment using average selling price assumptions ranging from $17.83 to $19.33 per ton, depending on location and market.
The same resources serve both New Mexico plants.
In 2006, we signed a 60-year supply agreement for synthetic gypsum with Santee Cooper that expires in 2069.
The following table sets forth certain information regarding gypsum reserves at March 31, 2026.
Gypsum Reserves (1)(2)
(tons in thousands)
Location
Proven
Probable
Total Proven & Probable
Albuquerque, New Mexico
Bernalillo, New Mexico (3)
Gypsum, Colorado
Duke, Oklahoma
Georgetown, South Carolina (4)
Total
Gypsum reserves are shown on a recoverable basis.
The economic viability of our reserves was determined using average gypsum prices ranging from $17.83 to $19.33 per ton, depending on location and market.
The same reserves serve both New Mexico plants.
In 2006, we signed a 60-year supply agreement for synthetic gypsum with Santee Cooper that expires in 2069.
Our total measured and indicated gypsum resources were 149.7 million tons at March 31, 2026, and 149.7 million tons March 31, 2025. Our total proven and probable reserves were 65.5 million tons at March 31, 2026, compared with 67.2 million tons at March 31, 2025. The decrease in proven and probable reserves was primarily due to mined gypsum during fiscal 2026.
Below is a summary of the annual production volumes from our gypsum quarries.
Tons Mined Reserves
(tons in thousands)
Location
Albuquerque, New Mexico
Bernalillo, New Mexico (1)
Gypsum, Colorado
Duke, Oklahoma
Total
The same resources serve both New Mexico plants.
Internal Controls
We have compiled reserve and resource estimates with the assistance of a third-party QP. In general, the procedure for developing these estimates was a collaboration between site personnel and the QP for each individual site. Past exploration data was field verified, and quality was verified by reviewing on-site lab certification or third-party testing. Third-party resource modeling was developed using verified past exploration data and field observations. Where applicable, site-specific ore density, recovery, and loss parameters were used to calculate reserves. Property ownership, permit status, and lease evaluations were performed by the third-party QP to evaluate the legal right to mine. When evaluating economic viability, past income statements and operating costs were reviewed, as well as future operating and capital cost estimates. Commodity pricing was taken either from published USGS reports or from reasonable expected pricing given site location and haulage rates.
While the mineral reserve and resource classification categories (proven and probable) identify relative confidence of reserve estimates, there is inherent risk associated with such estimates. We base estimates on information known at the time of determination and regularly re-evaluate reserves whenever new information indicates a material change in reserves at one of our sites.
I TEM 3. Legal Proceedings
From time to time we have been and may in the future become involved in litigation or other legal proceedings in the ordinary course of our business activities or in connection with transactions or activities undertaken by us, including claims related to worker safety, worker health, environmental matters, land use rights, taxes, and permits. While the outcome of these proceedings cannot be predicted with certainty, in the opinion of management (based on currently available facts), we do not believe that the ultimate outcome of any currently pending legal proceeding will have a material effect on our consolidated financial condition, results of operations, or liquidity.
Please refer to Item 1. Business – Industry Segment Information, for information regarding certain legal proceedings relating to the disapproval by the EPA in February 2023 of SIPs for the States of Nevada, Oklahoma, and Texas, which addressed the obligations of such states to eliminate significant contributions to non-attainment, or interference with maintenance, of the 2015 ozone NAAQS in other states. In response to the disapproval of the SIPs for such states, we and other third parties commenced litigation against the EPA in April 2023. We are unable to predict the ultimate outcome of these actions.
For additional information regarding claims and other contingent liabilities to which we may be subject, see Footnote (J) in the Audited Consolidated Financial Statements.
I TEM 4. Mine Safety Disclosures
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Annual Report on Form 10-K.
P ART II
I TEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Stock Prices and Dividends
As of May 15, 2026, there were approximately 985 holders of record of our Common Stock which trades on the New York Stock Exchange under the symbol EXP. Our Common Stock is also listed on the NYSE Texas. See Management's Discussion and Analysis of Financial Condition and Results of Operations - Dividends for details on our dividend policy.
SHARE REPURCHASES
On May 17, 2022, the Board authorized the repurchase of an additional 7,500,000 shares. Including this latest authorization, our Board has approved the repurchase in the open market of a cumulative total of approximately 55.9 million shares of our Common Stock since we became publicly held in April 1994.
During fiscal years 2026, 2025, and 2024, we repurchased 1,739,625, 1,214,173, and 1,863,534 shares, respectively, at average prices of $219.48, $245.67, and $184.21, respectively. We have repurchased approximately 52.9 million shares from April 1994 through March 31, 2026. As a result, we have a total of approximately 2.9 million shares that remain available for repurchase as authorized by our Board. The Board did not specify an expiration date for its authorizations.
Share repurchases may be made from time to time in the open market or in privately negotiated transactions. The timing and amount of any repurchases of shares will be determined by the Company’s management, based on its evaluation of market and economic conditions and other factors. In some cases, repurchases may be made pursuant to plans, programs, or directions established occasionally by the Company’s management, including plans to comply with the safe harbor provided by Rule 10b5-1.
The Inflation Reduction Act of 2022 added a provision imposing a 1% excise tax on the fair value of stock repurchases by companies beginning January 1, 2023. We do not expect taxes due on future repurchases of our shares to have a material effect on our business.
Purchases of the Company's common stock during the quarter ended March 31, 2026, were as follows.
Period
Total Number of
Shares Purchased
Average Price Paid
Per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans
or Programs
January 1 through January 31, 2026
February 1 through February 28, 2026
March 1 through March 31, 2026
Quarter 4 Totals
We did not have any sales of unregistered equity securities during fiscal years 2026, 2025, or 2024.
The Equity Compensation Plan information set forth in Part III, Item 12 of this Form 10-K is hereby incorporated by reference into this Part II, Item 5.
PERFORMANCE GRAPH
The following performance graph and related information shall not be deemed soliciting material or to be filed with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Securities Exchange Act, each as amended, except to the extent that the Company specifically incorporates it by reference into such filing.
The graph below compares the cumulative 5-year total return to holders of Eagle Materials Inc. common stock with the cumulative total returns of the Russell 1000 Index and the Dow Jones U.S. Building Materials & Fixtures Index. The graph assumes that the value of the investment (including the reinvestment of dividends) in the Company’s common stock and in each of the indexes was $100 on March 31, 2021, and tracks it through March 31, 2026.
Eagle Materials Inc.
Russell 1000
Dow Jones U.S. Building Materials & Fixtures
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
I TEM 6. Reserved
Not required.
I TEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
executive summary
We are a leading U.S. manufacturer of heavy construction products and light building materials. Our primary products, cement and gypsum wallboard, are essential for building, expanding, and repairing roads, highways, and residential, commercial, and industrial structures across America. Headquartered in Dallas, Texas, Eagle manufactures and sells its products through a network of more than 70 facilities spanning 21 states. Demand for our products is generally cyclical and seasonal, depending on economic and geographic conditions. General economic downturns or localized downturns in the regions where we have operations may have a material adverse effect on our business, financial condition, and results of operations.
Our business is organized into two sectors: Heavy Materials, which includes the Cement and Concrete and Aggregates segments; and Light Materials, which includes the Gypsum Wallboard and Recycled Paperboard segments. Financial results and other information for the fiscal years ended March 31, 2026, and 2025, are presented on a consolidated basis and by business segment. The relative contribution to fiscal 2026 earnings by segment is shown below.
We conduct one of our cement operations through a Joint Venture, Texas Lehigh Cement Company LP, which is located in Buda, Texas. We own a 50% interest in the Joint Venture and account for our interest under the equity method of accounting. We proportionately consolidate our 50% share of the Joint Venture’s Revenue and Operating Earnings in the presentation of our Cement segment, which is the way management organizes financial information with respect to the segments within the Company for making operating decisions and assessing performance.
All our business activities are conducted in the United States. These activities include:
the mining of limestone for the manufacture, production, distribution, and sale of cement, including limestone cement (a basic construction material that is the essential binding ingredient in concrete)
the grinding and sale of slag
the mining of gypsum for the manufacture and sale of gypsum wallboard
the manufacture and sale of recycled paperboard to the gypsum wallboard industry and other paperboard converters
the sale of readymix concrete
the mining and sale of aggregates (crushed stone, sand, and gravel).
On August 9, 2024, we finalized the Northern Kentucky Acquisition at a purchase price of approximately $24.9 million. The Northern Kentucky Acquisition is included in our Heavy Materials sector, and its results of operations are reported in the Concrete and Aggregates business segment beginning on August 9, 2024.
On January 7, 2025, we completed the Western Pennsylvania Acquisition at a purchase price of approximately $150.0 million, subject to customary post-closing adjustments. The Western Pennsylvania Acquisition is included in our Heavy Materials sector, and its results of operations are reported in the Concrete and Aggregates business segment beginning in the fourth quarter of fiscal 2025.
See Footnote (B) in the Audited Consolidated Financial Statements for more information regarding the Northern Kentucky and Western Pennsylvania Acquisitions (collectively, the Aggregates Acquisitions).
MARKET CONDITIONS AND OUTLOOK
Our fiscal 2026 results were generally strong, with record Revenue of $2.3 billion, Net Earnings of $423.8 million, and Diluted Earnings per Share of $13.16 per share. Our end markets remained resilient despite geopolitical, fiscal, and trade-policy disruptions and widespread uncertainty around future U.S. economic conditions. Year-over-year sales volume increased in our Heavy Materials Sector and declined in our Light Materials Sector.
The macroeconomic environment continues to be constructive for our products. We expect demand for cement to remain steady in the near term supported by bipartisan federal, state, and local support for public infrastructure projects and continued spending on heavy manufacturing and certain elements of the private-nonresidential construction category. A significant amount of federal funding from the trillion-dollar Infrastructure Investment and Jobs Act (IIJA) remains to be spent, and state Department of Transportation (DOT) budgets remain strong.
The backdrop for residential construction activity remained challenging in fiscal 2026, primarily because of housing affordability concerns driven by persistently elevated mortgage interest rates, as well as other macroeconomic uncertainties. At the same time, the national supply of homes remains constrained by years of underbuilding. Recently, new home construction has slowed as builders have pulled back on production because of mixed demand signals and higher levels of new home inventory in certain markets. This recent pullback affected our wallboard sales volume, which was down approximately 7% in fiscal 2026. The path ahead for mortgage rates, and the corresponding effect on residential construction activity, is unclear, and thus the timing of a recovery in new-home construction remains uncertain. Nonetheless, we believe our geographic footprint across the U.S. heartland and fast-growing Sun Belt region positions us to capitalize on these market dynamics in the near and longer term.
Cost Outlook
We believe we are well-positioned to manage our cost structure and meet our customers’ needs. Our major costs include raw materials, energy, freight, labor, and maintenance.
Our substantial raw material reserves for our Cement, Aggregates, and Gypsum Wallboard businesses, and their proximity to our respective manufacturing facilities support our low-cost producer position across all our business segments.
Paper is a significant cost component in our Recycled Paperboard and Gypsum Wallboard businesses. The primary raw material used to produce paperboard is old corrugated containers (OCC). Recently, OCC prices have been relatively flat; however, recycled fiber prices are subject to change on short notice due to several factors, including supply of OCC and demand for OCC from both domestic and international companies. Our current customer contracts for gypsum liner include price adjustments that partially compensate for changes in the cost of raw materials, such as recycled fiber and energy, including natural gas and electricity. However, because these price adjustments are not realized until future quarters, adjustments to material costs in our Gypsum Wallboard segment could be delayed until the effects of these price adjustments are realized.
Energy costs decreased in some of our businesses and increased in others during fiscal 2026 compared with fiscal 2025 and are expected to remain relatively stable over the near future. Freight costs for our Gypsum Wallboard segment, which delivers mostly by trucks, increased in fiscal 2026, and with current fuel prices increasing, they could increase in fiscal 2027. Freight costs for our Cement segment, which relies mostly on rail delivery, increased slightly in fiscal 2026, and are expected to increase in fiscal 2027. Additionally, labor shortages, primarily of truck drivers, can adversely affect our Concrete business. Any worsening of labor constraints could cause delays and inefficiencies in this business.
While maintenance costs were down 2% in fiscal 2026, we expect low single digit inflation for maintenance as equipment and contractor costs are expected to increase.
Results of Operations
Fiscal Year 2026 Compared with Fiscal Year 2025
For the Years Ended March 31,
Percentage
Change
(in thousands, except per share)
Revenue
Cost of Goods Sold
Gross Profit
Equity in Earnings of Unconsolidated Joint Venture
Corporate General and Administrative
Other Nonoperating Income
Interest Expense, net
Earnings Before Income Taxes
Income Tax Expense
Net Earnings
Diluted Earnings per Share
Revenue
Revenue in fiscal 2026 increased 2% to $2,308.7 million. The Aggregates Acquisitions contributed $30.6 million of Revenue during fiscal 2026. Excluding Revenue from the Aggregates Acquisitions, Revenue increased $17.6 million. This increase was due to approximately $41.5 million of higher Sales Volume, primarily in Cement, partially offset by $23.9 million of lower average gross sales prices, primarily in our Gypsum Wallboard segment. See Fiscal Year 2026 vs Fiscal Year 2025 Results by Segment section for more information.
Cost of Goods Sold
Cost of Goods Sold increased by $68.7 million, or 4%, to $1,656.1 million in fiscal 2026. The Aggregates Acquisitions contributed $24.3 million of Cost of Goods Sold during fiscal 2026. Excluding the Northern Kentucky and Western Pennsylvania Acquisitions, Cost of Goods Sold increased $44.4 million. The increase in Cost of Goods Sold was due to higher Sales Volume of $39.6 million and higher operating costs of $4.8 million. Operating costs increased primarily in Cement and Gypsum Wallboard and were offset by our Recycled Paperboard and Concrete and Aggregates segments as discussed in the Fiscal Year 2026 vs Fiscal Year 2025 Results by Segment section.
Gross Profit
Gross Profit decreased by 3% to $652.5 million in fiscal 2026 primarily because of lower gross sales prices and higher operating costs, partially offset by an increase in Sales Volume. Gross Profit margin declined to 28.3% in fiscal 2026, compared with 29.8% in fiscal 2025.
Equity in Earnings of Unconsolidated Joint Venture
Equity in Earnings of Unconsolidated Joint Venture decreased by $6.4 million, or 24%. The decline was due to lower gross sales prices of $8.2 million and higher operating costs of $2.1 million, which were partially offset by higher Sales Volumes of $3.9 million. The higher operating costs were due primarily to increased raw materials and freight, which reduced operating earnings by approximately $6.1 million and $2.3 million, respectively. The increased raw materials and freight costs were partially offset by $5.1 million of lower maintenance costs.
Corporate General and Administrative
Corporate General and Administrative expenses increased by approximately $15.3 million, or 21%, to $89.2 million in fiscal 2026. The increase was due primarily to approximately $7.8 million of higher salaries and incentive compensation, $4.8 million of higher information technology costs for upgrades, and $2.4 million of higher professional services fees.
Other nonoperating Income
Other Nonoperating Income was $5.1 million in fiscal 2026 compared with $6.4 million in fiscal 2025. Other Nonoperating Income consists of a variety of items that are not related to segment operations, including lease and rental income, investment income, asset sales, and other miscellaneous income and cost items, such as large non-routine sales of excess raw materials or energy.
Interest Expense, Net
Interest Expense, net increased by approximately $6.0 million, or 15%, during fiscal 2026. The increase was mainly due to increased interest expense of approximately $14.1 million on our 5.000% Senior Unsecured Notes due May 2036, which were issued on November 13, 2025; $1.9 million of higher interest on our Term Loan, which was increased to $300.0 million in February 2025; and $0.4 million of increased debt amortization costs related to these new borrowings, all of which were partially offset by approximately $4.4 million of increased interest income resulting from a higher cash balance and higher Interest Capitalized of approximately $6.0 million. The increase in Interest Capitalized was due primarily to capital spending for the expansion and modernization of our cement plant in Laramie, Wyoming and our gypsum wallboard plant in Oklahoma.
Earnings Before Income Taxes
Earnings Before Income Taxes decreased from $591.5 million during fiscal 2025 to $542.0 million during fiscal 2026, primarily due to lower Gross Profit and Equity in Earnings of Joint Venture, as well as higher Corporate General and Administrative expenses and Interest Expense.
Income Tax Expense
Income Tax Expense for fiscal 2026 decreased to $118.2 million from $128.1 million for fiscal 2025. The effective tax rate was 22%, compared with 22% in the prior fiscal year.
Net Earnings and Diluted Earnings per Share
Net Earnings decreased 9% in fiscal 2026 to $423.8 million. Diluted Earnings per Share in fiscal 2026 was down 4% to $13.16 compared with $13.77 for fiscal 2025. The decrease in Diluted Earnings per share was primarily due to lower Net Earnings, which was partially offset by lower weighted-average shares outstanding due to our share buyback program.
FISCAL YEAR 2026 vs FISCAL YEAR 2025 Results by Segment
The following presents results within our two business sectors in fiscal 2026 and fiscal 2025. Revenue and operating results are organized by sector and discussed by individual business segment within each respective business sector.
Heavy Materials
Cement (1)
For the Years Ended March 31,
Percentage
Change
(in thousands, except per ton information)
Revenue, including Intersegment and Joint Venture
Less Intersegment Revenue
Less Joint Venture Revenue
Revenue
Sales Volume (M Tons)
Freight and Delivery Costs Billed to Customers
Average Net Sales Price, per ton (2)
Operating Margin, per ton
Operating Earnings
Total of wholly owned subsidiaries and proportionately consolidated 50% interest in the Joint Venture’s results.
Net of freight, including Joint Venture.
Cement Revenue was $1,299.4 million in fiscal 2026, an 8% increase over fiscal 2025. The increase was primarily due to higher Sales Volume of $93.5 million and higher gross sales prices of $4.5 million.
Cement Operating Earnings increased 3% to $328.3 million in fiscal 2026. The increase was due to approximately $26.1 million of higher Sales Volume and $4.5 million of higher gross sales prices, partially offset by $21.7 million of increased operating expenses. The higher operating expenses consisted of a $15.3 million increase in purchased raw materials costs, $16.2 million related to increased fixed costs, primarily labor and depreciation, depletion, and amortization. These higher costs were partially offset by a reduction in maintenance costs of $7.6 million and energy of $6.1 million. Cement Operating Margin decreased to 25%, primarily because of increased operating expenses, partially offset by higher gross sales prices.
Concrete and Aggregates
For the Years Ended March 31,
Percentage
Change
(in thousands, except net sales prices)
Revenue, including Intersegment
Less Intersegment Revenue
Revenue
Sales Volume
M Cubic Yards of Concrete
M Tons of Aggregate
Average Net Sales Price
Concrete - Per Cubic Yard
Aggregates - Per Ton
Operating Earnings (Loss)
Concrete and Aggregates Revenue increased 19% to $299.5 million in fiscal 2026. Excluding the Aggregates Acquisitions, Revenue increased 12% to $268.9 million. The increase in Revenue was due to higher Concrete gross sales prices of $5.9 million and higher Aggregates Sales Volume of $13.3 million, which were partially offset by lower Aggregates gross sales prices and lower Concrete Sales Volume, which reduced revenue by $3.7 million and $0.4 million, respectively.
Operating Earnings improved to $12.9 million in fiscal 2026. Excluding the Aggregates Acquisitions, Operating Earnings increased to $10.1 million for fiscal 2026. The increase in Operating Earnings was due to $2.2 million and $2.1 million of higher gross sales prices and Sales Volume, respectively, as well as lower operating expenses of $11.2 million. The lower operating expenses were primarily due to lower cost of materials, maintenance, delivery, and fixed costs of $1.3 million, $3.8 million, $2.4 million, and $4.5 million, respectively.
Light Materials
Gypsum Wallboard
For the Years Ended March 31,
Percentage
Change
(in thousands, except per MMSF information)
Revenue
Sales Volume (MMSF)
Freight and Delivery Costs Billed to Customers
Average Net Sales Price, per MSF (1)
Freight, per MSF
Operating Margin, per MSF
Operating Earnings
Net of freight per MSF.
Gypsum Wallboard Revenue decreased 10% to $764.5 million in fiscal 2026. The decrease was due to lower gross sales prices and Sales Volume, which decreased Revenue by $22.4 million and $59.6 million, respectively. Our market share remained relatively flat in fiscal 2026 compared with fiscal 2025.
Operating Earnings decreased 18% to $286.8 million in fiscal 2026. The decrease was primarily related to lower gross sales prices of $22.4 million, lower Sales Volume of $24.7 million, and higher operating expenses of $16.8 million. The increase in operating costs was due primarily to $5.3 million of freight costs, $0.7 million of energy costs, $2.4 million of maintenance costs, and $5.2 million of raw materials. During fiscal 2026, Gypsum Wallboard Operating Margin decreased to 38%, due to lower gross sales price and increased operating expenses.
Recycled Paperboard
For the Years Ended March 31,
Percentage
Change
(in thousands, except per ton information)
Revenue, including Intersegment
Less Intersegment Revenue
Revenue
Sales Volume (M Tons)
Average Net Sales Price, per ton (1)
Operating Margin, per ton
Operating Earnings
Net of freight per ton.
Recycled Paperboard Revenue, including Intersegment Revenue, decreased 6% to $199.2 million in fiscal 2026, due to a decrease of approximately $6.6 million in gross sales prices and a $5.9 million decrease in Sales Volume. The decline in gross sales prices was due to the price adjustment provisions in our long-term sales agreements.
Operating Earnings increased 17% to $44.5 million in fiscal 2026, primarily because of lower operating expenses of $14.2 million, partially offset by lower gross sales prices and Sales Volume of $6.6 million and $1.0 million, respectively. The decrease in operating expenses was primarily related to lower raw materials costs of $16.8 million, which was partially offset by higher energy expenses of $2.7 million. During fiscal 2026, Operating Margin increased to 22% from 18% in fiscal 2025, primarily because of lower operating expenses, partially offset by lower gross sales prices.
Fiscal Year 2025 Compared with Fiscal Year 2024
Please see our Form 10-K for fiscal year 2025 for the discussion of our Results of Operations and Revenue and Operating Earnings by segment for fiscal 2025 compared with fiscal 2024. Our 2025 Form 10-K can be found on the investor page of our website, at eaglematerials.com .
CRITICAL Accounting Policies
Certain of our critical accounting policies require the use of judgment in their application or require estimates of inherently uncertain matters. Although our accounting policies are in compliance with generally accepted accounting principles, a change in the facts and circumstances of the underlying transactions could significantly change the application of the accounting policies and the resulting financial statements. Listed below are those policies we believe are critical and require the use of complex judgment in their application.
Goodwill
We assess Goodwill for impairment annually in the fourth quarter of our fiscal year, or more frequently when indicators of impairment exist. Impairment testing for Goodwill is done at the reporting unit, which is consistent with our reportable segments.
Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. Prior to performing the Step 1 quantitative test, we may, at our discretion, perform an optional qualitative analysis, or we may choose to proceed directly to the Step 1 quantitative analysis. The qualitative test considers the impact of the following events and circumstances on the reporting unit being tested: macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and other relevant entity-specific events. If, as a result of this qualitative analysis, we conclude that it is more likely than not (a likelihood of greater than 50%) that the fair value of the reporting unit exceeds its carrying value, then an impairment does not exist, and the Step 1 quantitative test is not required. If we are unable to conclude that it is more likely than not that the fair value of the reporting unit exceeds its carrying value, then we proceed to the Step 1 quantitative test.
Step 1 of the quantitative test for impairment compares the fair value of the reporting unit to its carrying value. If the carrying value exceeds the fair value, then an impairment is indicated. If facts and circumstances related to our business change in subsequent years, we may choose to perform a quantitative analysis in those future years. If we perform a Step 1 test, and the carrying value of the reporting unit exceeds its fair value, then an impairment charge equal to the difference, not to exceed the total amount of Goodwill, is recorded.
The fair values of the reporting units are estimated by using both the market and income approaches. The market approach considers market factors and certain multiples in comparison to similar companies, while the income approach uses discounted cash flows to determine the estimated fair values of the reporting units. Key assumptions in the model include estimated average net sales prices, sales volume, and the estimated weighted-average cost of capital specific to each industry. We also perform an overall comparison of all reporting units to our market capitalization to test the reasonableness of our fair value calculations.
Determining the fair value of our reporting units involves the use of significant estimates and assumptions and considerable management judgment. We base our fair value estimates on assumptions we believe to be reasonable at the time, but such assumptions are subject to inherent uncertainty. The most important assumption underlying our estimates is the projection of construction spending in the U.S. over the next several years. Actual results may differ materially from those estimates. Changes in market conditions, market trends, interest rates, or other factors outside of our control, such as a worldwide pandemic, global energy crisis, or military conflict, could cause us to change key assumptions and our judgment about a reporting unit’s prospects. Similarly, in a specific period, a reporting unit could significantly underperform relative to its historical or projected future operating results. Either situation could result in a meaningfully different estimate of the fair value of our reporting units, and a consequent future impairment charge.
The segment breakdown of Goodwill at March 31, 2026, and 2025, was as follows.
(dollars in thousands)
Cement
Concrete and Aggregates
Gypsum Wallboard
Recycled Paperboard
Business Combinations
The acquisition method of accounting requires that we recognize the assets acquired and liabilities assumed at their acquisition date fair values. Goodwill is measured as the excess of consideration transferred over the acquisition date net fair values of the assets acquired and the liabilities assumed. The purchase price allocation is a critical accounting policy because the estimation of fair values of acquired assets and assumed liabilities is judgmental and requires various assumptions. Further, the amounts and useful lives assigned to depreciable and amortizable assets versus amounts assigned to Goodwill, which is not amortized, can significantly affect the results of operations in the period of and for periods subsequent to a business combination. Although independent appraisals may be used to assist in the determination of the fair values of certain assets and liabilities, the appraised values are usually based on significant estimates provided by management, such as forecasted revenue or profit, and the replacement cost and useful lives of the acquired property, plant, and equipment.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction and therefore represents an exit price. A fair value measurement assumes the highest and best use of the asset by market participants, considering the use of the asset that is physically possible, legally permissible, and financially feasible at the measurement date. We assign the highest level of fair value available to assets acquired and liabilities assumed based on the following options:
Level 1 – Quoted prices in active markets for identical assets and liabilities.
Level 2 – Observable inputs, other than quoted prices, for similar assets or liabilities in active markets.
Level 3 – Unobservable inputs, which includes the use of valuation models.
Level 2 fair values are typically used to value acquired receivables, inventories, machinery and equipment, land, buildings, deferred income tax assets and liabilities, and accruals for payables, asset retirement obligations, and contingencies.
Level 3 inputs are used to estimate the fair value of acquired mineral reserves, mineral interests, and separately identifiable intangible assets.
In determining the fair value of property, plant, and equipment, replacement cost, adjusted for the age and condition of the acquired machinery and equipment, is used. The replacement cost is based on estimates of current cost to construct similar machinery and equipment and is compared to amounts paid for similar assets in market transactions for consistency.
In determining the fair value of intangible assets, an income approach is generally used and may incorporate the use of a discounted cash flow method. In applying the discounted cash flow analysis, the estimated future cash flows and residual values for each intangible asset are discounted to a present value using a discount rate based on an estimated weighted-average cost of capital for the building materials industry. These cash flow projections are based on management’s estimates of economic and market conditions including revenue growth rates, operating margins, capital expenditures, customer attrition rates, and working capital requirements.
While we use our best estimates and assumptions as part of the process to value assets acquired and liabilities assumed at the acquisition date, our estimates are inherently uncertain and subject to refinement. During the measurement period, which occurs before finalization of the purchase price allocation, changes in assumptions and estimates that result in adjustments to the fair values of assets acquired and liabilities assumed are recorded on a retroactive basis as of the acquisition date, with the corresponding offset to Goodwill. Any adjustments subsequent to the conclusion of the measurement period will be recorded on our Consolidated Statements of Earnings.
LIQUIDITY AND CAPITAL RESOURCES
We believe we have access at the present time to sufficient financial resources from our liquidity sources to fund our business and operations, including contractual obligations, capital expenditures, and debt service obligations, for at least the next 12 months. In the long term, we intend to rely on our existing financial resources, together with borrowings under existing and future credit facilities and potential offerings of our securities in private or public markets. We regularly monitor any potential disruptions to the economy, and to our operations, particularly changing fiscal policy or economic conditions affecting our industries. Please see the Debt Financing Activities section below for a discussion of our revolving credit facility and the amount of borrowings available to us in the next 12 month period.
Cash Flow
The following table provides a summary of our Cash Flows.
For the Fiscal Years Ended March 31,
(dollars in thousands)
Net Cash Provided by Operating Activities
Investing Activities:
Additions to Property, Plant, and Equipment
Minority Investment
Acquisition Spending
Net Cash Used in Investing Activities
Financing Activities:
Borrowings Under Revolving Credit Facility
Repayment of Borrowings Under Revolving Credit Facility
Borrowings Under Term Loan
Repayment of Term Loan
Proceeds from Issuance of 5.000% Senior Notes
Dividends Paid to Stockholders
Purchase and Retirement of Common Stock
Payment of Excise Tax on Purchases and Retirement of Common Stock
Proceeds from Stock Option Exercises
Payment of Debt Issuance Costs
Shares Redeemed to Settle Employee Taxes on Stock Compensation
Net Cash Provided by (Used in) Financing Activities
Net Increase (Decrease) in Cash and Cash Equivalents
Cash Flows from Operating Activities increased by $65.6 million to $614.2 million in fiscal 2026. The increase was largely attributable to higher changes in Working Capital of $62.9 million and higher Net Earnings, adjusted for non-cash charges of $2.7 million.
Working Capital increased by $267.1 million to $690.7 million at March 31, 2026, primarily because of higher Cash and Accounts Receivable of $277.5 million and $16.2 million, respectively. This was partially offset by an increase in Accounts Payable and Accrued Liabilities of $9.0 million and $6.1 million, respectively, and a decrease in Inventories of $6.8 million.
The increase in Accounts Receivable at March 31, 2026, was primarily due to the timing of sales and collections during the quarter ended March 31, 2026. As a percentage of quarterly sales generated in the fiscal fourth quarters, Accounts Receivable was 48% at March 31, 2026, and 45% at March 31, 2025. Management measures the change in Accounts Receivable by monitoring the day’s sales outstanding monthly to determine if any deterioration has occurred in the collectability of the Accounts Receivable. No significant deterioration in the collectability of our Accounts Receivable was identified at March 31, 2026.
Our Inventory balance at March 31, 2026, decreased approximately $6.8 million from our balance at March 31, 2025. Within Inventories, Raw Materials and Materials-in-Progress, Finished Cement, Aggregates, and Fuel and Coal decreased by approximately $5.9 million, $4.4 million, $1.6 million, and $5.0 million, respectively, which was partially offset by an increase in Repair Parts and Supplies and Recycled Paperboard of $8.1 million and $2.9 million, respectively. The decreases in Raw Materials and Materials-in-Progress, and Fuel and Coal were mostly due to timing. We have less than one year’s sales of all product inventories, and our inventories have a low risk of obsolescence given that they are basic construction materials. The largest individual balance in our inventory is Repair Parts. The size and complexity of our manufacturing plants, as well as the age of certain of our plants, creates the need to stock a high level of repair parts inventory. We believe all these repair parts are necessary, and we perform semi-annual analyses to identify obsolete parts.
Net Cash Used in Investing Activities in fiscal 2026 was approximately $431.7 million compared with $370.1 million in fiscal 2025, an increase of approximately $61.6 million. This was primarily due to an increase in additions to capital spending and an investment of $221.5 million and $15.0 million, respectively. This was partially offset by a reduction in acquisition spending of $174.9 million. The increase in capital spending was mainly due to the expansion and modernization of our Mountain Cement facility and our gypsum wallboard plant in Oklahoma.
Net Cash Provided by Financing Activities was approximately $95.1 million during fiscal 2026, compared with Net Cash Used in Financing Activities of $192.9 million in fiscal 2025. The $288.0 million increase was mainly related to higher borrowings, net of repayments, of $383.0 million, partially offset by higher Purchases and Retirement of Common Stock and Payment of Debt Issuance Costs of $83.5 million and $5.0 million, respectively, as well as lower Proceeds from Stock Option Exercises of $5.8 million.
Our debt-to-capitalization ratio and net debt-to-capitalization ratio were 54.7% and 50.1%, respectively, at March 31, 2026, compared with 46.1% and 45.7%, respectively, at March 31, 2025.
Debt Financing Activities
Below is a summary of the Company’s outstanding debt facilities at March 31, 2026.
Maturity
Revolving Credit Facility
February 2030
Term Loan
February 2030
2.500% Senior Unsecured Notes
July 2031
5.000% Senior Unsecured Notes
March 2036
See Footnote (F) to the Audited Consolidated Financial Statements for further details on the Company's debt facilities, including interest rates, and financial and other covenants and restrictions.
The revolving borrowing capacity of our Revolving Credit Facility is $750.0 million (any revolving loans borrowed under the Revolving Credit Facility, as applicable, the Revolving Loans). The Revolving Credit Facility also includes a swingline loan sublimit of $25.0 million, and a $40.0 million letter of credit facility. At March 31, 2026, we had no outstanding Revolving Loans under the Revolving Credit Facility and $9.9 million of outstanding letters of credit, leaving us with $740.1 million of available borrowings under the Revolving Credit Facility, net of outstanding letters of credit. We are contingently liable for performance under $48.7 million in performance bonds relating primarily to our mining operations. We do not have any off-balance-sheet debt or any outstanding debt guarantees as of March 31, 2026.
Other than the Revolving Credit Facility, we have no additional source of committed external financing in place. Should the Revolving Credit Facility be terminated, no assurance can be given as to our ability to secure a new source of financing. Consequently, if any balance were outstanding on the Revolving Credit Facility at the time of termination, and an alternative source of financing could not be secured, it would have a material adverse impact on our business.
We believe that our cash flow from operations and available borrowings under our Revolving Credit Facility, as well as cash on hand, should be sufficient to meet our currently anticipated operating needs, capital expenditures, and debt service requirements for at least the next 12 months. However, our future liquidity and capital requirements may vary depending on several factors, including market conditions in the construction industry, our ability to maintain compliance with covenants in our Revolving Credit Facility, the level of competition, and general and economic factors beyond our control, such as supply chain constraints and inflation. These and other developments could reduce our cash flow or require that we seek additional sources of funding. We cannot predict what effect these factors will have on our future liquidity. See Market Conditions and Outlook section above for further discussion of the possible effects on our business.
As market conditions warrant, the Company may from time to time seek to purchase or repay its outstanding debt securities or loans, including the 2.500% Senior Unsecured Notes, 5.000% Senior Unsecured Notes, the Term Loan, and any Revolving Credit Loans, in each case, in privately negotiated or open market transactions, by tender offer or otherwise. Subject to any applicable limitations contained in the agreements governing our indebtedness, any purchases we make may be funded by using cash on our balance sheet or issuing new debt. The amounts involved in any such purchase transactions, individually or in aggregate, may be material.
Our Senior Unsecured Notes are rated by Moody’s Investor Service (Moody’s) and Standard and Poor’s Global Ratings (S&P). The ratings are typically monitored by stockholders, creditors, or suppliers, and they serve as indicators of the Company’s viability. Below is a summary of the ratings published by the agencies as of the date indicated:
Moody's
Corporate/Family Rating
Baa2
BBB
Outlook
Stable
Stable
Guaranteed Senior Notes
Baa2
BBB
Date of Latest Report
November 2025
February 2026
We also have approximately $36.7 million of lease liabilities at March 31, 2026, that have an average remaining life of approximately 11.7 years.
Cash Used for Share Repurchases and Stock Repurchase Program
See table under Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities” for additional information.
Share repurchases may be made from time to time in the open market or in privately negotiated transactions. The timing and amount of any share repurchases will be determined by the Company’s management, based on its evaluation of market and economic conditions and other factors. In some cases, repurchases may be made pursuant to plans, programs, or directions established from time to time by the Company’s management, including plans to comply with the safe harbor provided by Rule 10b5-1.
Capital Expenditures
The following table shows Capital Expenditures in fiscal years 2026 and 2025.
For the Fiscal Years Ended March 31,
(dollars in thousands)
Land and Quarries
Plants
Buildings, Machinery and Equipment
Total Capital Expenditures
Capital expenditures for fiscal 2027 are expected to range from $490.0 million to $525.0 million and to be allocated between the Heavy Materials and Light Materials sectors. These estimated capital expenditures will include the expansion and modernization of our Mountain Cement facility in Wyoming and the modernization and expansion of our gypsum wallboard plant in Oklahoma, as well as maintenance capital expenditures and improvements, and other safety and regulatory projects.
Dividends
Dividends paid in fiscal years 2026, 2025, and 2024 were $32.4 million, $33.7 million, and $35.3 million, respectively.
Contractual and Other Obligations
We have certain Contractual Obligations arising from indebtedness, operating leases, and purchase obligations. Future payments due, aggregated by type of contractual obligation, are shown below.
Payments Due by Period
Total
Less than
1 year
1-3 years
3-5 years
More than
5 years
(dollars in thousands)
Revolving Credit Facility (1)
Term Loan (2)
Senior Unsecured Notes
Interest and Commitment Fees on Credit Facility (3)
Interest on Term Loan (4)
Interest on Senior Unsecured Notes
Operating Leases
Purchase Obligations (5)
Total
The Revolving Credit Facility expires in February 2030.
The Term Loan facility expires in February 2030.
We estimate the future cash flows for interest and commitment fees by assuming a level repayment of the Revolving Credit Facility over its remaining term. Actual amounts paid, as well as the payment time periods, will likely differ from this estimate.
The future cash flows for interest on the Term Loan were calculated using the same estimated interest rates as the Revolving Credit Facility.
Purchase obligations are noncancelable agreements to purchase coal, natural gas, slag, and synthetic gypsum, and to fund capital expenditure commitments, including the expansion and modernization of our cement plant in Wyoming, and the modernization and expansion of our Gypsum Wallboard plant in Oklahoma.
Based on our current actuarial estimates, we do not anticipate making contributions to our defined benefit plans for fiscal year 2027.
Inflation and Changing Prices
The Consumer Price Index (CPI) rose approximately 3.3% in fiscal 2026, 2.4% in fiscal 2025, and 3.5% in fiscal 2024. During fiscal 2026, the CPI for electricity, natural gas, gasoline, and transportation increased 4.6%, 6.4%, 18.9%, and 4.1%, respectively. We have some protection from increasing natural gas costs in fiscal 2027 as we have forward purchase contracts for approximately 20.0% of our anticipated natural gas usage. The increase in CPI for transportation and gasoline will likely raise our freight costs in the near term; however, most of the increase in gasoline prices appears to stem from the military action in the Strait of Hormuz. A resolution of this crisis would likely lead to a drop in gasoline prices. Our ability to increase sales prices to cover higher costs in the future varies with the level of activity in the construction industry; the number, size, and strength of competitors; and the availability of products to supply a local market.
General Outlook
See “Market Conditions and Outlook” within Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Recent Accounting Pronouncements
Refer to Footnote (A) to the Audited Consolidated Financial Statements for information regarding recently issued accounting pronouncements that may affect our financial statements.
Forward-Looking Statements
Certain matters discussed in this report contain forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statements and generally arise when the Company is discussing its beliefs, estimates, or expectations as to future events. These statements are not historical facts or guarantees of future performance but instead represent only the Company’s belief at the time the statements were made regarding future events which are subject to certain risks, uncertainties, and other factors, many of which are outside the Company’s control. Actual results and outcomes may differ materially from what is expressed or forecast in such forward-looking statements. The principal risks and uncertainties that may affect the Company’s actual performance include the following: the cyclical and seasonal nature of the Company’s businesses; fluctuations in public infrastructure expenditures; the effects of adverse weather conditions on infrastructure and other construction projects as well as our facilities and operations; the fact that our products are commodities and that prices for our products are subject to material fluctuation due to market conditions and other factors beyond our control; the availability of and fluctuations in the cost of raw materials; changes in the costs of energy, including, without limitation, natural gas, coal, and oil (including diesel), and the nature of our obligations to counterparties under energy supply contracts, such as those related to market conditions (for example, spot market prices), governmental orders and other matters; changes in the cost and availability of transportation; operational , including maintenance costs, equipment , and of production; material or non-performance by any of our key customers; consolidation of our customers; in our supply chain; to timely execute or realize capacity expansions or from capital projects; and in the development of new business lines; governmental regulation and changes in governmental and public policy (including, without , climate change and other environmental regulation); changes in trade policy, including tariffs and the effects of any increases in tariffs on our business, including increases in inputs used in our facility expansion and modernization projects; possible or other outcomes from pending or future or arbitration proceedings; changes in economic conditions or the nature or level of activity in any one or more of the markets or industries in which the Company or its customers are engaged; competition; cyber-attacks or data security , together with the costs of protecting our systems such and the possible effects thereof on our operations; increases in capacity in the gypsum wallboard and cement industries; changes in the demand for residential housing construction or commercial construction or construction projects undertaken by state or local governments; the availability of acquisitions or other growth that meet our financial return standards and fit our strategic focus; risks related to pursuit of acquisitions, joint ventures and other transactions or the execution or implementation of such transactions, including the integration of operations acquired by the Company; general economic conditions, including inflation and conditions; and changes in interest rates and the resulting effects on the Company and demand for our products. For example, increases in interest rates, decreases in demand for construction
materials or increases in the cost of energy (including, without limitation, natural gas, coal, and oil) or the cost of our raw materials can be expected to adversely affect the revenue and operating earnings of our operations. In addition, changes in national or regional economic conditions and levels of infrastructure and construction spending could also adversely affect the Company’s results of operations. Finally, any forward-looking statements made by the Company are subject to the risks and impacts associated with natural disasters, the outbreak, escalation or resurgence of health emergencies, pandemics or other unforeseen events, including, without limitation, the COVID-19 pandemic and responses thereto designed to contain its spread and mitigate its public health effects, as well as their impact on our operations and on economic conditions, capital, and financial markets. These and other factors are described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, and subsequent quarterly and annual reports upon filing. These reports are filed with the Securities and Exchange Commission. All forward-looking statements made herein are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed herein will increase with the passage of time. The Company undertakes no duty to update any forward-looking statement to reflect future events or changes in the Company’s expectations.
ITEM 7A. Quantitative and Qualitat ive Disclosures About Market Risk
We are exposed to market risks related to fluctuations in interest rates on our Revolving Credit Facility and Term Loan. We have occasionally utilized derivative instruments, including interest rate swaps, in conjunction with our overall strategy to manage the debt outstanding that is subject to changes in interest rates. At March 31, 2026, we had no outstanding Revolving Loans under the Revolving Credit Facility and $281.3 million outstanding under the Term Loan, under which borrowings bear interest at a variable rate based on the secured overnight financing rate (SOFR). A hypothetical 100 basis point increase in interest rates on these outstanding borrowings would increase our interest expense by $2.8 million on an annual basis. At present, we do not utilize derivative financial instruments.
We are subject to commodity risk with respect to price changes principally in coal, petroleum coke, natural gas, and power. We attempt to limit our exposure to changes in commodity prices by entering into contracts or increasing our use of alternative fuels.
I TEM 8. Financial Statements and Supplementary Data
Financial Information
Index to Financial Statements and Related Information
PAGE
Eagle Materials Inc.:
Consolidated Statements of Earnings for the Years Ended March 31, 2026, 2025, and 20 24
Consolidated Statements of Comprehensive Earnings for the Years Ended March 31, 2026, 2025, and 20 24
Consolidated Balance Sheets as of March 31, 2026 and 2025
Consolidated Statements of Cash Flows for the Years Ended March 31, 2026, 2025, and 2024
Consolidated Statements of Stockholders’ Equity for the Years Ended March 31, 2026, 2025, and 20 24
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Auditor Name: Ernst & Young LLP
Auditor Location: Dallas, Texas
Auditor Firm ID: 42
Eagle Materials Inc. and Subsidiaries C onsolidated Statements of Earnings
For the Years Ended March 31,
(dollars in thousands, except share and per share data)
Revenue
Cost of Goods Sold
Gross Profit
Equity in Earnings of Unconsolidated Joint Venture
Corporate General and Administrative Expense
Other Nonoperating Income
Interest Expense, net
Earnings Before Income Taxes
Income Taxes
Net Earnings
EARNINGS PER SHARE
Basic
Diluted
AVERAGE SHARES OUTSTANDING
Basic
Diluted
CASH DIVIDENDS PER SHARE
See Notes to Consolidated Financial Statements.
Eagle Materials Inc. and Subsidiaries C onsolidated Statements of Comprehensive Earnings
For the Years Ended March 31,
(dollars in thousands)
Net Earnings
Net Actuarial Change in Defined Benefit Plans:
Unrealized Gain (Loss) During the Period, net of tax benefit
of $( 463 ), $ 26 , and $( 24 )
Amortization of Net Actuarial Gain, net of tax benefit
of $ 51 , $ 63 , and $ 59
Comprehensive Earnings
See Notes to Consolidated Financial Statements.
Eagle Materials Inc. and Subsidiaries C onsolidated Balance Sheets
March 31,
(dollars in thousands)
ASSETS
Current Assets
Cash and Cash Equivalents
Accounts Receivable, net
Inventories
Income Tax Receivable
Prepaid and Other Assets
Total Current Assets
Property, Plant, and Equipment, net
Investment in Joint Venture
Operating Lease Right-of-Use Assets
Goodwill and Intangible Assets, net
Other Assets
Total Assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable
Accrued Liabilities
Operating Lease Liabilities
Current Portion of Long-Term Debt
Total Current Liabilities
Long-Term Debt
Noncurrent Operating Lease Liabilities
Other Long-Term Liabilities
Deferred Income Taxes
Total Liabilities
Stockholders’ Equity
Preferred Stock, Par Value $ 0.01 ; Authorized 5,000,000 Shares; None Issued
Common Stock, Par Value $ 0.01 ; Authorized 100,000,000 Shares;
Issued and Outstanding 31,227,012 and 32,973,121 Shares, respectively
Capital in Excess of Par Value
Accumulated Other Comprehensive Losses
Retained Earnings
Total Stockholders’ Equity
See Notes to Consolidated Financial Statements.
Eagle Materials Inc. and Subsidiaries C onsolidated Statements of Cash Flows
For the Years Ended March 31,
(dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Earnings
Adjustments to Reconcile Net Earnings to Net Cash Provided
by Operating Activities, Net of Effect of Non-Cash Activity:
Depreciation, Depletion, and Amortization
Deferred Income Tax Provision
Stock Compensation Expense
Equity in Earnings of Unconsolidated Joint Venture
Distributions from Joint Venture
Changes in Operating Assets and Liabilities:
Accounts Receivable
Inventories
Accounts Payable and Accrued Liabilities
Other Assets
Income Taxes Receivable
Net Cash Provided by Operating Activities
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to Property, Plant, and Equipment
Minority Investment
Acquisition Spending
Net Cash Used in Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings Under Revolving Credit Facility
Repayment of Borrowings Under Revolving Credit Facility
Borrowings Under Term Loan
Repayment of Term Loan
Proceeds from Issuance of 5.000 % Senior Notes
Dividends Paid to Stockholders
Purchase and Retirement of Common Stock
Payment of Excise Tax on Purchases and Retirement of Common Stock
Proceeds from Stock Option Exercises
Payment of Debt Issuance Costs
Shares Redeemed to Settle Employee Taxes on Stock Compensation
Net Cash Provided by (Used in) Financing Activities
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
CASH AND CASH EQUIVALENTS AT END OF PERIOD
See Notes to Consolidated Financial Statements.
Eagle Materials Inc. and Subsidiaries C onsolidated Statements of Stockholders’ Equity
Common
Stock
Capital in
Excess of
Par Value
Retained
Earnings
Accumulated
Other
Comprehensive
Losses
Total
(dollars in thousands)
Balance at March 31, 2023
Net Earnings
Stock Option Exercises and Restricted Share Vesting
Stock Compensation Expense
Shares Redeemed to Settle Employee Taxes
Purchase and Retirement of Common Stock
Dividends to Stockholders
Unfunded Pension Liability, net of tax
Balance at March 31, 2024
Net Earnings
Stock Option Exercises and Restricted Share Vesting
Stock Compensation Expense
Shares Redeemed to Settle Employee Taxes
Purchase and Retirement of Common Stock
Dividends to Stockholders
Unfunded Pension Liability, net of tax
Balance at March 31, 2025
Net Earnings
Stock Option Exercises and Restricted Share Vesting
Stock Compensation Expense
Shares Redeemed to Settle Employee Taxes
Purchase and Retirement of Common Stock
Dividends to Stockholders
Unfunded Pension Liability, net of tax
Balance at March 31, 2026
See Notes to Consolidated Financial Statements.
Eagle Materials Inc. and Subsidiaries
N ot es to Consolidated Financial Statements
(A) Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of Eagle Materials Inc. and its majority-owned subsidiaries (the Company), which may be referred to as we, our, or us. All intercompany balances and transactions have been eliminated. The Company is a holding company whose assets consist of its investments in its subsidiaries, a joint venture, intercompany balances, and holdings of cash and cash equivalents. The businesses of the consolidated group are conducted through the Company’s subsidiaries. The Company conducts one of its cement plant operations through a joint venture, Texas Lehigh Cement Company L.P., which is located in Buda, Texas (the Joint Venture). Our investment in the Joint Venture is accounted for using the equity method of accounting, and those results have been included for the same period as our March 31 fiscal year end.
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash Equivalents include short-term, highly liquid investments with original maturities of three months or less and are recorded at cost, which approximates market value.
Accounts Receivable
Accounts Receivable have been shown net of the allowance for doubtful accounts o f $ 6.3 million and $ 6.4 million at March 31, 2026, and 2025, respectively. We perform ongoing credit evaluat ions of our customers’ financial condition and generally require no collateral from our customers. The allowance for non-collection of receivables is based on our assessment of the collectability of outstanding Accounts Receivable, and includes a provision for probable losses based on historical write-offs, adjusted for current economic trends in the construction industry, and a specific reserve for accounts deemed at risk. We have no significant credit risk concentration among our diversified customer bases. Bad debt expense was approxi mately $ 0.8 millio n, $ 0.2 million, and $ 0.3 million for the fiscal years ended March 31, 2026, 2025, and 2024, respectively. Write-offs of Accounts Receivable were approximately $ 0.9 million, $ 0.6 million, and $ 0.6 million for the fiscal years ended March 31, 2026, 2025, and 2024, respectively.
Inventories
Inventories are stated at the lower of average cost (including applicable material, labor, depreciation, and plant overhead) or net realizable value. Raw Materials and Materials-in-Progress include clinker, which is an intermediary product before it is ground into cement powder. Quantities of Raw Materials and Materials-in-Progress, Aggregates and Coal inventories, are based on measured volumes, subject to estimation based on the size and location of the inventory piles and then converted to tonnage using standard inventory density factors. Inventories consist of the following.
March 31,
(dollars in thousands)
Raw Materials and Materials-in-Progress
Finished Cement
Aggregates
Gypsum Wallboard
Recycled Paperboard
Repair Parts and Supplies
Fuel and Coal
Property, Plant, and Equipment
Property, Plant, and Equipment are stated at cost. Major renewals and improvements are capitalized and depreciated. Annual maintenance is expensed as incurred. Depreciation is provided on a straight-line basis over the estimated useful lives of depreciable assets and total ed $ 149.5 m illion, $ 147.6 million, and $ 139.5 million, for the fiscal years ended March 31, 2026, 2025, and 2024, respectively. Raw material deposits are depleted as such deposits are extracted for production utilizing the units-of-production method. Costs and accumulated depreciation applicable to assets retired or sold are eliminated from the accounts, and any resulting gains or losses are recognized at such time. The estimated useful lives of the related assets are as follows.
Plants
20 to 30 years
Buildings
20 to 40 years
Machinery and Equipment
3 to 25 years
Maintenan ce and repair expenses are included in each segment’s costs and expenses. We incurred $ 244.2 million, $ 248.4 million, and $ 220.1 million of maintenance and repair expenses in the fiscal years ended March 31, 2026, 2025, and 2024, respectively, which is included in Cost of Goods Sold on the Consolidated Statement of Earnings.
Goodwill and Intangible Assets
Goodwill
We annually assess Goodwill in the fourth quarter of our fiscal year, or more frequently when indicators of impairment exist. Impairment testing for Goodwill is done at the reporting unit, which is consistent with the reportable segment.
Goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. Prior to performing the Step 1 quantitative test, we may, at our discretion, perform an optional qualitative analysis, or we may choose to proceed directly to the Step 1 quantitative test. The qualitative analysis considers the impact of the following events and circumstances on the reporting unit being tested: macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, and other relevant entity-specific events. If, as a result of this qualitative analysis, we conclude that it is more likely than not (a likelihood of greater than 50 %) that the fair value of the reporting unit exceeds its carrying value, then an impairment does not exist, and the Step 1 quantitative test is not required. If we are unable to conclude that it is more likely than not that the fair value of the reporting unit exceeds its carrying value, then we proceed to the Step 1 quantitative test.
Step 1 of the quantitative test for impairment compares the fair value of the reporting unit to its carrying value. If the carrying value exceeds the fair value, then an impairment is indicated. If facts and circumstances related to our business change in subsequent years, we may choose to perform a quantitative analysis in those future years. If we perform a Step 1 quantitative test and the carrying value of the reporting unit exceeds its fair value, then an impairment charge equal to the difference, not to exceed the total amount of Goodwill, is recorded.
The fair values of the reporting units are estimated by using both the market and income approaches. The market approach considers market factors and certain multiples in comparison to similar companies, while the income approach uses discounted cash flows to determine the estimated fair values of the reporting units. We also perform an overall comparison of all reporting units to our market capitalization to test the reasonableness of our fair value calculations.
We performed qualitative assessments on all our reporting units in the fourth quarter of fiscal 2026. As a result of these qualitative assessments, we determined it was not more likely than not that an impairment existed; therefore, we did not perform a Step 1 quantitative test in fiscal 2026. We performed a step 1 quantitative test on all our reporting units with Goodwill during the fourth quarter of fiscal 2024. We estimated the fair value of the reporting units using a discounted cash flow model as well as a market analysis. Key assumptions in the model included estimated average net sales prices, sales volumes, and the estimated weighted-average cost of capital specific to each industry. Based on the results of the Step 1 quantitative analysis, we concluded that the fair values of the reporting units substantially exceeded their carrying values, and therefore no impairment was recognized.
Goodwill and Intangible Assets
Goodwill and Intangible Assets at March 31, 2026, and 2025, consist of the following.
March 31, 2026
Amortization
Period
Cost
Adjustments
Accumulated
Amortization
Net
(dollars in thousands)
Goodwill and Intangible Assets:
Customer Contracts and Relationships
15 years
Permits
25 - 40 years
Trade Name
15 years
Goodwill
Total Goodwill and Intangible Assets
March 31, 2025
Amortization
Period
Cost
Additions
Accumulated
Amortization
Net
(dollars in thousands)
Goodwill and Intangible Assets:
Customer Contracts and Relationships
15 years
Permits
25 - 40 years
Trade Name
15 years
Goodwill
Total Goodwill and Intangible Assets
Amortization expense of intangibles was $ 10.3 million, $ 8.4 million, and $ 7.9 million for the fiscal years ended March 31, 2026, 2025, and 2024, respectively. Am ortization expense is expected to be approximately $ 10.2 million in fiscal 2027, $ 10.0 million in fiscal 2028, and $ 9.8 million in fiscal 2029, fiscal 2030 and fiscal 2031.
Impairment or Disposal of Long-Lived and Intangible Assets
We assess our long-lived assets, including mining and related assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset, or group of assets, may not be recoverable. Long-lived assets, or group of assets, are evaluated for impairment at the lowest level for which cash flows are largely independent of the cash flows of other assets. We assess recoverability of assets, or group of assets, by comparing the carrying amount of an asset, or group of assets, to the future undiscounted net cash flows that we expect the asset, or group of assets, to generate. These impairment evaluations are significantly affected by estimates of future revenue, costs and expenses, and other factors. If the carrying value of the assets, or group of assets, exceeds the undiscounted cash flows, then
an impairment is indicated. If such assets, or group of assets, are considered to be impaired, the impairment is recognized as the amount by which the carrying amount of the asset, or group of assets, exceeds the fair value of the asset, or group of assets. Any assets held for sale are reflected at the lower of their carrying amount or fair value less cost to sell. There were no indicators of impairment related to our long-lived assets during fiscal 2026.
Other Assets
Other Assets are primarily composed of financing costs related to our Revolving Credit Facility, deferred expenses, and deposits.
Income Taxes
We account for Income Taxes using the asset and liability method. The effect on deferred taxes of a change in tax rates is recognized in earnings in the period that includes the enactment date. We recognize deferred taxes for the differences between financial statement carrying amounts and the tax bases of existing assets and liabilities by applying enacted statutory tax rates for future years. In addition, we recognize future tax benefits to the extent that such benefits are more likely than not to be realized. See Footnote (I) for more information.
Stock Repurchases
Shares repurchased by the Company are considered retired and available for future issuance. When shares are repurchased, the Company first reduces Capital in Excess of Par Value, and if there is no balance in this account, the purchases are recorded as a reduction of Retained Earnings.
On May 17, 2022, the Board authorized the Company to repurchase an additional 7,500,000 shares. During fiscal years 2026, 2025, and 2024, we repurchase d 1,739,625 , 1,214,173 , and 1,863,534 shares, respectively, at average price s of $ 219.48 , $ 245.67 , and $ 184.2 1, respectively. At March 31, 2026, the remaining authorized shares for repurchase tota led 2,929,872 sh ares.
Revenue Recognition
We earn Revenue primarily from the sale of products, which include cement, concrete, aggregates, gypsum wallboard, and recycled paperboard. The majority of Revenue from the sale of concrete, aggregates, and gypsum wallboard is originated by purchase orders from our customers, who are mainly third-party contractors and suppliers. Revenue from the sale of cement is sold point-of-sale to customers under sales orders. Revenue from our Recycled Paperboard segment is generated mostly through long-term supply agreements. These agreements do not have a stated maturity date, but may be terminated by either party with a two- to three-year notice period. We invoice customers upon shipment, and our collection terms range from 30 to 75 days. Revenue from the sale of cement, concrete, aggregates, and gypsum wallboard, which is not under long-term supply agreements, is recognized upon shipment of the related products to customers, which is when title and ownership are transferred, and the customer is obligated to pay.
Revenue from sales under our long-term supply agreements is also recognized upon transfer of control to the customer, which occurs at the time the product is shipped from the production facility. Our long-term supply agreements with customers define, among other commitments, the volume of product we must provide and the volume the customer must purchase by the end of the defined periods. Pricing structures under our agreements are generally market-based, but are subject to certain contractual adjustments. Shortfall amounts, if applicable under these arrangements, are constrained and not recognized as Revenue until agreement is reached with the customer and there is no risk of reversal.
The Company offers certain of its customers, including those with long-term supply agreements, rebates and incentives, which we treat as variable consideration. We adjust the amount of revenue recognized for the variable consideration using the most likely amount method based on past history and projected volumes in the rebate and incentive period. Any amounts billed to customers for taxes are excluded from Revenue.
The Company has elected to treat freight and delivery charges we pay for the delivery of goods to our customers as a fulfillment activity rather than a separate performance obligation. When we arrange for a third party to deliver products to customers, fees for shipping and handling billed to the customer are recorded as Revenue, while costs incurred for shipping and handling are recorded as expenses and included in Cost of Goods Sold.
Approxim ately $ 215.1 millio n, $ 211.2 million, and $ 215.3 million of freight for the fiscal years ended March 31, 2026, 2025, and 2024, respectively, were included in both Revenue and Cost of Goods Sold in our Consolidated Statement of Earnings.
Other Nonoperating Income includes lease and rental income, asset sale income, non-inventoried aggregates sales income, and trucking income, as well as other miscellaneous revenue items and costs that have not been allocated to a business segment.
See Footnote (H) for disaggregation of Revenue by segment.
Comprehensive Income/Losses
As of March 31, 2026, we have an Accumulated Other Compre hensive Loss of $ 4.4 million, which is net of income taxes of $ 1.4 million, in connection with recognizing t he difference between the fair value of the pension assets and the projected benefit obligation.
Consolidated Cash Flows – Supplemental Disclosures
Supplemental cash flow information is as follows.
For the Years Ended March 31,
(dollars in thousands)
Cash Payments:
Interest
Income Taxes
Operating Cash Flows Used for Operating Leases
Noncash Financing Activities:
Right-of-Use Assets Obtained for Capitalized Operating
Leases
Excise Tax on Share Repurchases
Selling, General, and Administrative Expenses
Selling, General, and Administrative Expenses of the operating units are included in Cost of Goods Sold on the Consolidated Statements of Earnings. Corporate General and Administrative (Corporate G&A) Expenses include administration, financial, legal, employee benefits, and other corporate activities, and are shown separately in the Consolidated Statements of Earnings. Corporate G&A also includes stock compensation expense. See Footnote (K) for more information.
Total Selling, General, and Administrative Expenses for the past three fiscal years are summarized below.
For the Years Ended March 31,
(dollars in thousands)
Operating Units Selling, G&A
Corporate G&A
Earnings per Share
For the Years Ended March 31,
Weighted-Average Shares of Common Stock Outstanding
Effect of Dilutive Shares:
Assumed Exercise of Outstanding Dilutive Options
Less Shares Repurchased from Proceeds of Assumed Exercised
Options
Restricted Stock and Restricted Stock Units
Weighted-Average Common Stock and Dilutive Securities
Outstanding
The line Less Shares Repurchased from Proceeds of Assumed Exercised Options includes unearned compensation related to outstanding stock options.
For the fiscal years ended March 31, 2026, 2025, and 2024, there wer e 31,222 , 4,404 , and 16,609 stock options at an average exercise price of $ 219.14 per shar e, $ 240.32 per share, and $ 133.91 per share, respectively, that were excluded from the computation of diluted earnings per share, because including these options would have been anti-dilutive.
Share-Based Compensation
All share-based compensation is valued at the grant date and expensed over the requisite service period, which is generally identical to the vesting period of the award. Forfeitures of share-based awards are recognized in the period in which they occur.
Fair Value Measures
Certain assets and liabilities are required to be recorded or disclosed at fair value. The estimated fair values of those assets and liabilities have been determined using market information and valuation methodologies. Changes in assumptions or estimation methods could affect the fair value estimates; however, we do not believe any such changes would have a material impact on our financial condition, results of operations, or cash flows. There are three levels of inputs that may be used to measure fair value:
Level 1 – Quoted prices for identical assets and liabilities in active markets;
Level 2 – Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. These include certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs.
Recent Accounting Pronouncements
RECENTLY ADOPTED
During fiscal 2026, the Company retroactively adopted Financial Accounting Standards Board (FASB) Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which focused on the rate reconciliation and income taxes paid. The adoption of this guidance did not affect the Company's results of operations, cash flows, or financial condition. See Footnote (I) of the Audited Consolidated Financial Statements for more information.
PENDING ADOPTION
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, "Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income and Expenses" (ASU 2024-03). ASU 2024-03 requires public business entities to disclose additional information about certain key expense categories within major income statement captions in the Notes to the Consolidated Financial Statements. The new standard is effective for fiscal years beginning after December 15, 2026, and is to be applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements.
In July 2025, the FASB issued Accounting Standards Update No. 2025-05, Credit Losses (Topic 326) – Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide all entities with a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. The new standard is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. Entities that use the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements.
In September 2025, the FASB issued Accounting Standards Update No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), to modernize the accounting for and disclosure of internal-use software costs. The guidance removes all references to project stages, defines the threshold to begin capitalizing costs, and clarifies the disclosure requirements of capitalized software costs. The new standard is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years, and can be applied retrospectively, prospectively, or on a modified transition approach. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements.
(B) ACQUISITIONS
Western Pennsylvania Acquisition
On January 7, 2025, we purchased Bullskin Stone & Lime, LLC, an aggregates business located in Western Pennsylvania (the Western Pennsylvania Acquisition), which was accounted for under the acquisition method. The purchase price of the Pennsylvania Acquisition was approximately $ 149.9 million, subject to customary post-closing adjustments. The purchase price was funded through
borrowings under our Revolving Credit Facility. Operations related to the Pennsylvania Acquisition are included in the Concrete and Aggregates segment of our segment reporting.
The following table summarizes the allocation of the purchase price to the fair value of assets acquired and liabilities assumed (based on Level 3 inputs) as of March 31, 2026.
(dollars in thousands)
Accounts Receivable
Inventories
Prepaid and Other Current Assets
Property, Plant, and Equipment
Intangible Assets
Accounts Payable and Accrued Liabilities
Other Long-Term Liabilities
Total Net Assets Acquired
Goodwill
Total Purchase Price
The estimated useful lives assigned to Property, Plant, and Equipment range from 5 to 30 years. Goodwill represents the excess purchase price over the fair value of the assets acquired and the liabilities assumed. The Goodwill was generated by the availability of co-product sales and the opportunity associated with the expansion of our Aggregates business to the Western Pennsylvania region of the United States. All Goodwill generated from the Western Pennsylvania Acquisition is deductible for income tax purposes.
The following table is a summary of the fair value estimates of the identifiable intangible assets and their weighted-average useful lives.
Weighted-Average Life
Estimated Fair Value
(dollars in thousands)
Customer Relationships
Trade Name and Technology
Total Intangible Assets
The following table presents the Revenue and Operating Earnings related to the Western Pennsylvania Acquisition that has been included in our Consolidated Statement of Earnings for the fiscal year ended March 31, 2026.
For the Year Ended March 31, 2026
(dollars in thousands)
Revenue
Operating Earnings
Included in Operating Earnings shown above is approxi mately $ 6.7 millio n related to depreciation and amortization.
(C) Property, Plant, and Equipment
Cost by major category and Accumulated Depreciation are summarized below.
March 31,
(dollars in thousands)
Land and Quarries
Plants
Buildings, Machinery, and Equipment
Construction in Progress
Accumulated Depreciation
(D) Accrued Expenses
Accrued expenses consist of the following.
March 31,
(dollars in thousands)
Payroll and Incentive Compensation
Benefits
Interest
Dividends
Property Taxes
Power and Fuel
Freight
Excise Tax
Legal and Professional
Sales and Use Tax
Other
(E) Leases
We lease certain real estate, buildings, and equipment, including rail cars and barges. Certain of these leases contain escalations of rent over the term of the lease, as well as options for us to extend the term of the lease at the end of the original term. These extensions range from periods of one year to twenty years . Our lease agreements do not contain material residual value guarantees or material restrictive covenants. In calculating the present value of future minimum lease payments, we use the rate implicit in the lease if it can be determined. Otherwise, we use our incremental borrowing rate in effect at the commencement of the lease to determine the present value of the future minimum lease payments. Additionally, we lease certain equipment under short-term leases with initial terms of less than 12 months. These short-term equipment leases are not recorded on the balance sheet.
Lease expense for our operating and short-term leases is shown below.
For the Years Ended March 31,
(dollars in thousands)
Operating Lease Cost
Short-term Lease Cost
Total Lease Cost
The Right-of-Use Assets and Lease Liabilities are reflected on our Balance Sheet as follows.
March 31,
(dollars in thousands)
Operating Leases:
Operating Lease Right-of-Use Assets
Current Operating Lease Liabilities
Noncurrent Operating Lease Liabilities
Total Operating Lease Liabilities
Future payments for operating leases are as follows.
Amount
Fiscal Year
(dollars in thousands)
Thereafter
Total Lease Payments
Less: Imputed Interest
Present Value of Lease Liabilities
Weighted-Average Remaining Lease Term (in years)
Weighted-Average Discount Rate
(F) Indebtedness
Long-term debt consists of the following.
As of March 31,
(dollars in thousands)
Revolving Credit Facility
2.500 % Senior Unsecured Notes Due 2031
5.000 % Senior Unsecured Notes Due 2036
Term Loan
Total Debt
Less: Current Portion of Long-Term Debt
Less: Unamortized Discount and Debt Issuance Costs
Long-Term Debt
The weighted-average interest rates of borrowings under our Revolving Credit Facility during fiscal years 2026, 2025, and 2024 were approximately 5.7 %, 6.5 %, and 6.6 %, respectively. The weighted-average interest rates on our Term Loan were approximately 5.5 % and 6.3 % during fiscal years 2026 and 2025, respectively. The interest rates on the Term Loan was approximately 5.0 % and 5.7 % at March 31, 2026, and 2025, respectively. The interest rate on the Revolving Credit Facility was 5.7 % at March 31, 2025. There was no outstanding balance on the Revolving Credit Facility at March 31, 2026.
Revolving Credit Facility
We have an unsecured $ 750.0 million revolving credit facility, which includes a separate term loan facility (Term Loan), that was amended on February 4, 2025. Under the terms of the amendment, we extended the expiration date to February 4, 2030 and increased the Term Loan portion of the facility from $ 200.0 million to $ 300.0 million (such facility, as amended, the Revolving Credit Facility). The Revolving Credit Facility also provides the Company the option to increase the borrowing capacity by up to $ 375.0 million (for a total borrowing capacity of $ 1,125.0 million, excluding the Term Loan), provided that the existing lenders, or new lenders, agree to such increase. The Revolving Credit Facility includes a $ 40.0 million letter of credit facility and a swingline loan sub-facility of $ 25.0 million.
The Revolving Credit Facility contains customary covenants for an unsecured investment-grade facility, including covenants that restrict the Company’s and/or its subsidiaries’ ability to incur additional debt; encumber assets; merge with or transfer or sell assets to other persons; and enter into certain affiliate transactions. The Revolving Credit Facility also requires the Company to maintain at the end of each fiscal quarter a Leverage Ratio of 3.50 :1.00 or less and an Interest Coverage Ratio (both ratios, as defined in the Revolving Credit Facility) equal to or greater than 2.50 to 1.00 (collectively, the Financial Covenants).
At the Company’s option, outstanding loans under the Revolving Credit Facility bear interest, at a variable rate equal to either (i) the adjusted term SOFR rate (secured overnight financing rate), plus 10 basis points, plus an agreed spread (ranging from 100 to 162.5 basis points, which is established based on the Company's credit rating); (ii) in respect of any Revolving Loans (until such time as the then-existing Benchmark (as defined in the Revolving Credit Facility) is replaced in accordance with the Revolving Credit Facility), the adjusted daily simple SOFR rate, plus 10 basis points, plus an agreed spread (ranging from 100 to 162.5 basis points, which is established based on the Company's credit rating); or (iii) an Alternate Base Rate (as defined in the Revolving Credit Facility), which is the highest of (a) the Prime Rate (as defined in the Revolving Credit Facility) in effect on any applicable day, (b) the NYFRB Rate (as defined in the Revolving Credit Facility) in effect on any applicable day, plus ½ of 1% , and (c) the Adjusted Term SOFR (as defined in the Revolving Credit Facility) for a one-month interest period on any applicable day, or if such day is not a business day, the immediately preceding business day, plus 1.0%, in each case plus an agreed upon spread (ranging from 0 to 62.5 basis points), which is established quarterly based on the Company's credit rating. The Company is also required to pay a facility fee on unused available borrowings under the Revolving Credit Facility ranging from 9 to 22.5 basis points, which is established based on the Company's then credit rating.
The Company pays each lender a participation fee with respect to such lender’s participation in letters of credit, and the fee accrues at the same Applicable Rate (as defined in the Revolving Credit Facility) used to determine the interest rate applicable to Eurodollar Revolving Loans (as defined in the Revolving Credit Facility), plus a fronting fee for each letter of credit issued by the issuing bank in an amount equal to 12.5 basis points per annum on the daily maximum amount then available to be drawn under such letter of credit. The Company also pays each issuing bank such bank’s standard fees with respect to issuance,
amendment or extensions of letters of credit and other processing fees, and other standard costs and charges relating to such issuing bank’s letters of credit from time to time.
There were no outstanding borro wings under the Revolving Credit Facility, and $ 9.9 million of outstanding letters of credit as of March 31, 2026, leaving us with $ 740.1 million of available borrowings under the Revolving Credit Facility, net of outstanding letters of credit. We were in compliance with all covenants at March 31, 2026; therefore, all $ 740.1 million is av ailable for future borrowings.
Term Loan
On February 4, 2025, we increased our Term Loan borrowings under the Revolving Credit Facility to $ 300.0 million, and used these proceeds to, among other things, pay down a portion of the Revolving Credit Facility. The Term Loan requires quarterly principal payments of $ 3.8 million, with any unpaid amounts due upon maturity on February 4, 2030 . At the Company’s option, principal amounts outstanding under the Term Loan bear interest as set forth in the Revolving Credit Facility (but not, for the avoidance of doubt, at a daily simple SOFR rate unless and until such time as the then-existing Benchmark (as defined in the Revolving Credit Facility) is replaced in accordance with the Revolving Credit Facility).
2.500% Senior Unsecured Notes Due 2031
On July 1, 2021, we issued $ 750.0 million aggregate principal amount of 2.500% senior notes due July 2031 (the 2.500 % Senior Unsecured Notes). The 2.500% Senior Unsecured Notes are senior unsecured obligations of the Company and are not guaranteed by any of our subsidiaries. The 2.500% Senior Unsecured Notes were issued net of the original issue discount of $ 6.3 million and have an effective interest rate of approximately 2.6 %. The original issue discount is being amortized by the effective interest method over the 10-year term of the notes. The 2.500% Senior Unsecured Notes are redeemable prior to April 1, 2031, at a redemption price equal to 100 % of the aggregate principal amount of the 2.500% Senior Unsecured Notes being redeemed, plus the present value of remaining scheduled payments of principal and interest from the applicable redemption date to April 1, 2031, discounted to the redemption date on a semi-annual basis at the Treasury rate plus 20 basis points. The 2.500% Senior Unsecured Notes are redeemable on or after April 1, 2031, at a redemption price equal to 100 % of the aggregate principal amount of the 2.500 % Senior Unsecured Notes being redeemed, plus accrued and unpaid interest to, but excluding, the applicable redemption date. If we experience certain change-of-control triggering events, we would be required to offer to repurchase the 2.500% Senior Unsecured Notes at a purchase price equal to 101 % of the aggregate principal amount of the 2.500% Senior Unsecured Notes being repurchased, plus accrued and interest to, but excluding, the applicable redemption date. The indenture governing the 2.500% Senior Unsecured Notes contains certain covenants that limit our ability to create or permit to exist certain liens; enter into sale and leaseback transactions; and consolidate, merge, or transfer all or substantially all of our assets, and provides for certain events of that, if any occurred, would permit or require the principal of and accrued interest on the 2.500% Senior Unsecured Notes to become or be declared due and payable.
5.000% Senior Unsecured Notes Due 2036
On November 13, 2025, we issued $ 750.0 million ag gregate principal amount of 5.000% senior notes due March 2036 (the 5.000 % Senior Unsecured Notes). The 5.000% Senior Unsecured Notes are senior unsecured obligations of the Company and are not guaranteed by any of our subsidiaries. The 5.000% Senior Unsecured Notes were issued net of original issue discount of $ 8.2 million and have an effective interest rate of approximately 5.1 %. The original issue discount is being amortized by the effective interest method over the term of the notes. The 5.000% Senior Unsecured Notes are redeemable prior to
December 15, 2035, at a redemption price equal to the greater of (i) the present value of remaining scheduled payments of principal and interest from the applicable redemption date to December 15, 2035, discounted to the redemption date on a semi-annual basis at the Treasury rate plus 20 basis points, less interest accrued to the applicable redemption date and (ii) 100 % of the aggregate principal amount of the 5.000 % Senior Unsecured Notes being redeemed, plus, in either case, accrued and unpaid interest to, but excluding, the applicable redemption date. The 5.000% Senior Unsecured Notes are redeemable on or after December 15, 2035, at a redemption price equal to 100 % of the aggregate principal amount of the 5.000 % Senior Unsecured Notes being redeemed, plus accrued and unpaid interest to, but excluding, the applicable redemption date. If we experience certain change of control triggering events, we would be required to offer to repurchase the 5.000% Senior Unsecured Notes at a purchase price equal to 101 % of the aggregate principal amount of the 5.000% Senior Unsecured Notes being repurchased, plus accrued and unpaid interest to, but excluding, the applicable repurchase date. The indenture governing the 5.000% Senior Unsecured Notes contains certain covenants that limit our ability to create or permit to exist certain liens; enter into sale and leaseback transactions; and consolidate, merge, or transfer all or substantially all of our assets, and provides for certain events of that, if any occurred, would permit or require the principal of and accrued interest on the 5.000% Senior Unsecured Notes to become or be declared due and payable.
Our maturities of long-term debt during the next five fiscal years are as follows.
Fiscal Year
(dollars in thousands)
Thereafter
Total
(G) Fair Value of Financial Instruments
The fair value of our senior notes has been estimated based upon our current incremental borrowing rates for similar types of borrowing arrangements. The fair value of our Senior Unsecured Notes at March 31, 2026, is as follows.
Fair Value
(dollars in thousands)
2.500 % Senior Unsecured Notes Due 2031
5.000 % Senior Unsecured Notes Due 2036
The estimated fair value of our long-term debt was based on publicly quoted prices of these debt instruments (level 1 input). The carrying values of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their fair values at March 31, 2026, due to the short-term maturities of these assets and liabilities. The fair value of our Term Loan also approximates its carrying values at March 31, 2026.
(H) Business Segments
Operating segments are defined as components of an enterprise that engage in business activities that earn revenue, incur expenses, and prepare separate financial information that is evaluated regularly by our chief operating decision maker (CODM), who is our President and Chief Executive Officer , to assist in allocating resources and assessing performance. This assessment is primarily based on segment earnings from operations, as management believes this is the best metric for segment operating performance. The CODM uses segment operating earnings as part of their review of the monthly operating results on a segment basis. The actual monthly results are reviewed against budgeted amounts as well as the current year reforecast and prior year actual amounts. Interest and taxes are managed on a centralized basis, and not included in segment operating information.
Our business is organized into two sectors within which there are four reportable business segments. The Heavy Materials sector includes the Cement and Concrete and Aggregates segments. The Light Materials sector includes the Gypsum Wallboard and Recycled Paperboard segments. The Company's operating segments are the same as the Company's reporting segments.
Our primary products, cement and gypsum wallboard, are essential for building, expanding and repairing roads, highways, and residential, commercial and industrial structures across America. We manufacture and sell our products through a network of more than 70 facilities spanning 21 states. Demand for our products is generally cyclical and seasonal, depending on economic and geographic conditions. Our operations are conducted in the U.S. and include the mining of limestone for the manufacture, production, distribution, and sale of cement (a basic construction material that is the essential binding ingredient in concrete); the grinding and sale of slag; the mining of gypsum for the manufacture and sale of gypsum wallboard; the manufacture and sale of recycled paperboard to the gypsum wallboard industry and other paperboard converters; the sale of readymix concrete; and the mining and sale of aggregates (crushed stone, sand, and gravel).
We operate eight modern cement plants, two slag grinding facilities, and over 30 cement distribution terminals. One cement plant and one slag plant is operated though our joint venture located in Buda, Texas. Our cement companies focus on the U.S. heartland and operate as an integrated network selling product primarily in California, Colorado, Illinois, Indiana, Iowa, Kansas, Kentucky, Missouri, Nebraska, Nevada, Ohio, Oklahoma, Tennessee, and Texas. We operate over 25 readymix concrete batch plants and seven aggregates processing plants in markets that are complementary to our cement network.
We operate five gypsum wallboard plants and a recycled paperboard mill. We distribute gypsum wallboard and recycled paperboard throughout the continental U.S., with the exception of the Northeast.
We account for intersegment sales at market prices. For segment reporting purposes only, we proportionately consolidate our 50 % share of the Joint Venture Revenue and Operating Earnings, consistent with the way management reports the segments within the Company for making operating decisions and assessing performance.
The following tables set forth certain financial information relating to our operations by segment. We do not allocate interest or taxes at the segment level, only at the consolidated company level.
Year Ended March 31, 2026
(dollars in thousands)
Cement
Concrete
and
Aggregates
Gypsum Wallboard
Recycled Paperboard
Total
Revenue from External Customers
Intersegment Revenue
Revenue from Joint Venture
Reconciliation of Revenue
Intersegment Revenue
Revenue from Joint Venture
Total Consolidated Revenue
Less:
Freight and Delivery
Parts, Supplies, and Services (Includes Maintenance)
Energy
Raw Materials
Labor and Fixed Costs
Depreciation, Depletion, and Amortization (1)
Purchased Cement
Other Segment Items
Segment Operating Earnings
Reconciliation of Segment Operating Earnings
Corporate General and Administrative Expense
Other Non-Operating Earnings
Interest Expense
Earnings Before Income Taxes
Year Ended March 31, 2025
(dollars in thousands)
Cement
Concrete
and
Aggregates
Gypsum Wallboard
Recycled Paperboard
Total
Revenue from External Customers
Intersegment Revenue
Revenue from Joint Venture
Reconciliation of Revenue
Intersegment Revenue
Revenue from Joint Venture
Total Consolidated Revenue
Less:
Freight and Delivery
Parts, Supplies, and Services (Includes Maintenance)
Energy
Raw Materials
Labor and Fixed Costs
Depreciation, Depletion, and Amortization (1)
Purchased Cement
Other Segment Items
Segment Operating Earnings
Reconciliation of Segment Operating Earnings
Corporate General and Administrative Expense
Other Non-Operating Earnings
Interest Expense
Earnings Before Income Taxes
Year Ended March 31, 2024
(dollars in thousands)
Cement
Concrete
and
Aggregates
Gypsum Wallboard
Recycled Paperboard
Total
Revenue from External Customers
Intersegment Revenue
Revenue from Joint Venture
Reconciliation of Revenue
Intersegment Revenue
Revenue from Joint Venture
Total Consolidated Revenue
Less:
Freight and Delivery
Parts, Supplies, and Services (Includes Maintenance)
Energy
Raw Materials
Labor and Fixed Costs
Depreciation, Depletion, and Amortization (1)
Purchased Cement
Other Segment Items
Segment Operating Earnings
Reconciliation of Segment Operating Earnings
Corporate General and Administrative Expense
Other Non-Operating Earnings
Interest Expense
Earnings Before Income Taxes
(1) Depreciation, Depletion, and Amortization for corporate assets was $ 5,107 , $ 3,249 , and $ 3,117 , in fiscal 2026, 2025, and 2024, respectively. These amounts are included in Corporate General and Administrative Expense.
Additional information about our segments is included below.
For the Years Ended March 31,
(dollars in thousands)
Capital Expenditures
Cement
Concrete and Aggregates
Gypsum Wallboard
Recycled Paperboard
Corporate and Other
Segment Assets
Cement
Concrete and Aggregates
Gypsum Wallboard
Recycled Paperboard
Corporate and Other
Cement Operating Earnings
Wholly Owned
Joint Venture
Cement Sales Volume (M tons)
Wholly Owned
Joint Venture
Segment Operating Earnings, including the proportionately consolidated 50% interest in the revenue and expenses of the Joint Venture, represent Revenue less direct operating expenses, segment Depreciation, and segment Selling, General, and Administrative expenses. Segment Operating Earnings do not include certain nonrecurring losses, such as impairment and legal settlements. We account for intersegment sales at market prices. Corporate assets consist primarily of cash and cash equivalents, general office assets, and miscellaneous other assets.
The basis used to disclose Identifiable Assets; Capital Expenditures; and Depreciation, Depletion, and Amortization conforms with the equity method, and is similar to how we disclose these accounts in our Consolidated Balance Sheets and Consolidated Statements of Earnings.
The segment breakdown of Goodwill at March 31, 2026, and 2025 is shown below.
For the Years Ended March 31,
(dollars in thousands)
Cement
Concrete and Aggregates
Gypsum Wallboard
Recycled Paperboard
Summarized financial information for the Joint Venture that is not consolidated is set out below. The summarized financial information includes the total amount of the Joint Venture and not our 50% interest in those amounts.
For the Years Ended March 31,
(dollars in thousands)
Revenue
Gross Margin
Earnings Before Income Taxes
As of March 31,
(dollars in thousands)
Current Assets
Noncurrent Assets
Current Liabilities
Noncurrent Liabilities
(I) Income Taxes
The components of pre-tax earnings from continuing operations are noted below.
For the Years Ended March 31,
(dollars in thousands)
Domestic
Total
Income tax expense (benefit) from continuing operations includes the following components.
For the Years Ended March 31,
(dollars in thousands)
Current Provision (Benefit)
Federal
State
Deferred Provision (Benefit)
Federal
State
Provision for Income Taxes
Income tax expense (benefit) varies from the federal statutory rate due to the items listed below.
For the Years Ended March 31,
(dollars in thousands)
Income Tax Expense / U.S. Federal Statutory Tax Rate
State and Local Income Taxes, Net of Federal Income Tax Effect (1)
Tax Credits
Nontaxable or Nondeductible Items:
Limitation on Officer's Compensation
Other
Other Adjustments:
Statutory Depletion in Excess of Cost
Other
Total Income Tax Expense / Effective Tax Rate
(1) The following states comprised the majority (greater than 50%) of the tax effect in this category for the years ending March 31:
2026: California, Colorado, Pennsylvania, Oklahoma, Iowa, Michigan, Tennessee, Nebraska
2025: Illinois, Colorado, Kentucky, Oklahoma, Missouri
2024: Illinois, California, Colorado, Kentucky, Tennessee
For the Years Ended March 31,
(dollars in thousands)
Income taxes paid (net of refunds received)
Federal
State (1)
Total
(1) All state jurisdictions below threshold for period presented.
Components of deferred income taxes are as follows.
For the Years Ended March 31,
(dollars in thousands)
Items Giving Rise to Deferred Tax Liabilities
Excess Tax Depreciation and Amortization
Depletable Assets
Investment in Joint Venture Basis Differences
Right-of-Use Assets
Inventory
Other
Total Deferred Tax Liabilities
Items Giving Rise to Deferred Tax Assets
Change in Accruals
Bad Debts
Long-Term Incentive Compensation Plan
Credits and Other Carryforwards
Lease Liability
Inventory
Pension
Other
Subtotal
Valuation Allowance
Total Deferred Tax Assets
Deferred Income Taxes, net
We record Deferred Tax Assets and Liabilities based upon estimates of their realizable value with such estimates based upon likely future tax consequences. In assessing the need for a Valuation Allowance, we consider both positive and negative evidence related to the likelihood of realization of the Deferred Tax Assets. If, based on the weight of available evidence, it is more likely than not that a Deferred Tax Asset will not be realized, we record a Valuation Allowance.
We had state net operating loss carryforward deferred tax as sets of $ 1.6 million at b oth March 31, 2026 and 2025, net of Valuation Allowances. We have state income tax credit carryforward deferred tax assets
of $ 7.9 million at March 31, 2026, and $ 8.3 million at March 31, 2025, net of Valuation Allowances. The state income tax credits may be carried forward indefinitely.
We file income tax returns in U.S. federal and various state jurisdictions. The Company is currently subject to U.S. federal income tax examinations for the year ended March 31, 2023, and forward.
On July 4, 2025, H.R.1 - One Big Beautiful Bill Act (OBBBA) was signed into law. The OBBBA, among other provisions, makes permanent 100% bonus depreciation and restores expensing of domestic research expenditures. Changes in tax laws are recognized in the period of enactment. OBBBA did not have a material impact on the Company’s annual income tax rate or income tax expense, but the bonus depreciation provisions of the act have affected the timing of income tax payments in current periods and will affect the timing of income tax payments in future periods.
Uncertain Tax Positions
We are subject to audit examinations at federal, state, and local levels by tax authorities in those jurisdictions who may challenge the treatment or reporting of any return item. The tax matters challenged by the tax authorities are typically complex; therefore, the ultimate outcome of these challenges is subject to uncertainty.
We review and assess all tax positions subject to uncertainty on a more-likely-than-not standard with respect to the ultimate outcome if challenged. We measure and record tax benefit or expense only when the more-likely-than-not threshold is met. The changes in unrecognized tax benefits for the years ended March 31, 2026, 2025, and 2024 were as follows.
For the Years Ended March 31,
(dollars in thousands)
Balance at Beginning of Year
Increase for Tax Positions Related to
Current Year
Prior Year
Decrease Related to Prior Tax Positions
Prior Year
Settlements
Expirations
Balance at End of Year
We classify interest and penalties related to uncertain tax positions as current income tax expense.
(J) Commitments and Contingencies
Our operations and properties are subject to extensive and changing federal, state, and local laws; regulations and ordinances governing the protection of the environment; as well as laws relating to worker health and workplace safety. We carefully consider the requirements mandated by such laws and regulations and have procedures in place at all our operating units to monitor compliance. Any matters that are identified as potential exposures under these laws and regulations are carefully reviewed by management to determine our potential liability. Although management is not aware of any material exposures that require an accrual under generally accepted accounting principles, there can be no assurance that prior or future operations will not ultimately result in violations, claims, or other liabilities associated with these regulations.
We have certain deductible limits under our workers’ compensation and liability insurance policies for which reserves are established based on the undiscounted estimated costs of known and anticipated claims. We have entered into standby letter of credit agreements relating to workers’ compensation, auto, and general liability self-insurance. At March 31, 2026, we had contingent liabilities under these outstanding letters of credit of approxi mately $ 9.9 million.
We are currently contingently liable for performance u nder $ 48.7 million in performance bonds required by certain states and municipalities, and their related agencies. The bonds are principally for certain reclamation obligations and mining permits. We have indemnified the underwriting insurance company against any exposure under the performance bonds. In our experience, no material claims have been made against these financial instruments.
Other
In the ordinary course of business, we execute contracts involving indemnifications that are standard in the industry and indemnifications specific to a transaction, such as the sale of a business. These indemnifications might include claims relating to any of the following: environmental and tax matters; intellectual property rights; governmental regulations and employment-related matters; customer, supplier, construction contractor, and other commercial contractual relationships; and financial matters. While the maximum amount to which we may be exposed under such agreements cannot be estimated, it is the opinion of management that these indemnifications are not expected to have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. We currently have no outstanding guarantees of third-party debt.
We have certain forwar d purchase contracts, primarily for natural gas, that expire during calendar years 2026 and 2027. The contracts comprise approximately 30 % of our anticipa ted natural gas usage.
(K) EQUITY AWARDS
On August 3, 2023, our stockholders approved the Eagle Materials Inc. 2023 Equity Incentive Plan (the 2023 Plan), which reserves 1,425,000 shares for future grants of stock awards. Under the terms of the 2023 Plan, we can issue equity awards, including stock options, restricted stock units, restricted stock, and stock appreciation rights to employees of the Company, members of the Board of Directors, consultants, independent contractors, and agents of the Company. The Compensation Committee of our Board (the Compensation Committee) specifies grant terms for awards under the Plan.
Fiscal 2026 Equity Awards
In May 2025, the Compensation Committee awarded to certain officers and key employees an aggregate of 29,273 performance stock units and 14,712 performance stock options, as compensation for achievement of the target level of performance (collec tively, the Performance Stock Awards). For the Performance Stock Awards to be earned, the Company must achieve performance vesting criteria as modified based on the Company’s average absolute total stockholder return during the performance period. The performance vesting criteria are based on certain levels of average annual return on equity (as defined in the Performance Stock Award Agreements) ranging from 10.0 % to 20.0 % measured at the end of fiscal 2028 (three-year performance period) as modified by total stockholder return . Performance outcomes (taking into account both criteria) will result in a threshold vesting percentage of 50 % of target, and maximum performance will result in a vesting percentage of 200 % of target. If the threshold vesting percentage is not achieved, none of the Performance Stock Awards will be earned .
Our Performance Stock Awards are evaluated on a quarterly basis with adjustments to compensation expense based on the likelihood of the performance targets being achieved or exceeded. The maximum expense for our outstanding Performance Stock Awards is approx imately $ 17.4 million. Any forfeitures are recognized as a reduction to expense in the period in which they occur.
The fair value of the above Performance Stock Awards was determined using a Monte Carlo simulation. The following are key inputs in the Monte Carlo analysis for the Fiscal 2026 Employee Performance Stock Award .
Measurement Period
Risk-Free Interest Rate
Dividend Yield
Volatility
Estimated Fair Value of Market-Based PSA at Grant Date
In addition to the Performance Stock Awards discussed above, the Compensation Committee approved the granting to certain officers and key employees an aggregat e of 14,712 tim e-vesting stock options, which vest ratably over three years (the Fiscal 2026 Employee Time-Vesting Stock Option Grant) and 29,273 s hares of time-vesting restricted stock units, which vest ratably over three years (the Fiscal 2026 Employee Restricted Stock Unit Time-Vesting Award). The Fiscal 2026 Employee Restricted Stock Unit Time-Vesting Award was valued at the closing price of the stock on the grant date and is being expensed over a three-year period. The Fiscal 2026 Employee Time-Vesting Stock Option Grant was valued at its
grant date using the Black-Scholes option pricing model, which used similar inputs as the Monte Carlo analysis shown above.
In August 2025, the Compensation Committee granted 9,735 shares of time-vesting restricted stock to members of the Board of Directors (the Fiscal 2026 Board of Directors Restricted Stock Award). Restricted stock granted under the Fiscal 2026 Board of Directors Restricted Stock Award vest one year after the grant date and were valued at the closing price of the stock on the grant date. The value of the Fiscal 2026 Board of Directors Restricted Stock Award is being expensed over a one-year period.
In addition to the awards described above, we may issue equity awards, including stock options, restricted stock, and restricted stock units, to certain employees from time to time. Any options issued are valued using the Black-Scholes options pricing model on the grant date and expensed over the vesting period, while restricted stock and restricted stock units are valued using the closing price on the date of grant and expensed over the vesting period.
STOCK OPTIONS
Stock option expense for all outst anding stock option awards was approximately $ 1.8 million, $ 1.2 million and $ 2.0 million for the years ended March 31, 2026, 2025, and 2024, respectively. At March 31, 2026, there was approximately $ 2.3 million of unrecognized compensation expense related to outstanding stock options, which is expected to be recognized over a weighted-average period of 1.9 years.
The following table shows stock option activity for the years presented.
For the Years Ended March 31,
Number
of Shares
Weighted-
Average
Exercise
Price
Number
of Shares
Weighted-
Average
Exercise
Price
Number
of Shares
Weighted-
Average
Exercise
Price
Outstanding Options at
Beginning of Year
Granted
Exercised
Cancelled
Outstanding Options at End of
Year
Options Exercisable at End of
Year
Weighted-Average Fair Value of
Options Granted During the Year
The following table summarizes information about stock options outstanding at March 31, 2026.
Options Outstanding
Options Exercisable
Range of Exercise Prices
Number of
Shares
Outstanding
Weighted-
Average
Remaining
Contractual
Life
Weighted-
Average
Exercise
Price
Number of
Shares
Outstanding
Weighted-
Average
Exercise
Price
At March 31, 2026, the aggregate intrinsic values for outstanding and exercisable options were approxima tely $ 16.8 million and $ 16.7 millio n, respectively. The total intrinsic values of options exercised during the fiscal years ended March 31, 2026, 2025, and 2024 were approxi mately $ 1.0 million , $ 14.4 million and $ 18.8 million, respectively.
Restricted Stock Units and Restricted Stock
The following table summarizes the activity for restricted stock units and nonvested restricted stock during the years presented.
For the Years Ended March 31,
Number
of Shares
Weighted-
Average
Grant Date
Fair Value
Number
of Shares
Weighted-
Average
Grant Date
Fair Value
Number
of Shares
Weighted-
Average
Grant Date
Fair Value
Restricted Stock Units and Nonvested
Restricted Stock at Beginning of Year
Granted
Vested
Cancelled
Restricted Stock Units and Nonvested
Restricted Stock at End of Year
Expense related to restricted shares was $ 19.5 mil lion, $ 17.6 million, and $ 17.9 million in fiscal years ended March 31, 2026, 2025, and 2024, respectively. At March 31, 2026, there was $ 17.8 million of unearned compensation that will be recognized over a weighted-average period of 1.3 year s.
The number of shares available for future grants of stock options, restricted stock units, stock appreciation rights, and restricted stock under the 2023 Plan wa s 1,243,836 s hares at March 31, 2026.
(L) Net Interest Expense
The following components are included within Interest Expense, net.
For the Years Ended March 31,
(dollars in thousands)
Interest Income
Interest Expense
Other Expenses
Interest Capitalized
Interest Expense, net
Interest Income includes interest earned on investments of excess Cash and Cash Equivalents. Components of Interest Expense include interest associated with the Revolving Credit Facility, Term Loan, Senior Unsecured Notes, and commitment fees based on the unused portion of the Revolving Credit Facility. Other Expenses include amortization of debt issuance costs and Revolving Credit Facility and Term Loan costs.
(M) Pension and Profit Sharing Plans
We offer our employees multiple retirement and profit-sharing plans.
Pension Plans
We historically sponsored several single-employer defined benefit plans, which we merged into a single plan on March 31, 2025. This defined benefit plan, along with our defined contribution plan, covers substantially all our employees. Benefits paid under the single-employer defined benefit plans covering certain hourly employees were historically based on years of service and the employee’s qualifying compensation over the last few years of employment. These plans have been frozen to new participants and new benefits over the last several years, with the last plan frozen during fiscal 2020. Our defined benefit plan is fully funded, with plan assets exceeding the benefit obligation at March 31, 2026. Our funding policy is to generally contribute amounts to ensure our pension assets are consistent with our pension liabilities. The annual measurement date is March 31 for the benefit obligations, fair value of plan assets, and the funded status of the defined benefit plans.
Effective March 31, 2026, we began the process of terminating the defined benefit plan. During fiscal 2027, we expect to offer a lump-sum benefit payout option to certain plan participants prior to completing the purchase of group annuity contracts that will transfer the plan assets and pension benefit obligation to an insurance company.
The following table provides a reconciliation of the Benefit Obligations and Fair Values of Plan Assets for all defined benefit plans for the years ended March 31, 2026, and 2025, as well as a statement of the funded status for the same periods.
For the Years Ended March 31,
(dollars in thousands)
Reconciliation of Benefit Obligations
Benefit Obligation at April 1,
Interest Cost on Projected Benefit Obligation
Actuarial (Gain) Loss
Benefits Paid
Benefit Obligation at March 31,
Reconciliation of Fair Value of Plan Assets
Fair Value of Plan Assets at April 1,
Actual Return on Plan Assets
Employer Contributions
Benefits Paid
Fair Value of Plan Assets at March 31,
Funded Status
Funded Status at March 31,
Amounts Recognized in the Balance Sheet Include:
Other Assets
Accumulated Other Comprehensive Losses
Net Actuarial Loss
Accumulated Other Comprehensive Losses
Tax Impact
Accumulated Other Comprehensive Losses, net of tax
Net periodic pension cost for the fiscal years ended March 31, 2026, 2025, and 2024, included the components listed below.
For the Years Ended March 31,
(dollars in thousands)
Interest Cost of Projected Benefit Obligation
Expected Return on Plan Assets
Recognized Net Actuarial Loss
Net Periodic Pension Cost
Expected benefit payments over the next five years, and the following five years under the pension plans are expected to be as follows (dollars in thousands).
Fiscal Years
Total
The following tables set forth the assumptions used in the actuarial calculations of the present value of Net Periodic Benefit Costs and Benefit Obligations.
March 31,
Net Periodic Benefit Costs
Discount Rate
Expected Return on Plan Assets
Rate of Compensation Increase
March 31,
Benefit Obligations
Discount Rate
Rate of Compensation Increase
The expected long-term rate of return on plan assets is an assumption reflecting the anticipated weighted-average rate of earnings on the portfolio over the long term. To determine this rate, we developed estimates of the key components underlying capital asset returns that include market-based estimates of inflation, real risk-free rates of return, yield curve structure, credit-risk premiums, and equity-risk premiums. Because our pension plans were frozen beginning in fiscal 2021, the rate of compensation increase is not applicable. We used these components as appropriate to develop benchmark estimates for the expected long-term management approach that we employ.
The pension plans’ approximate weighted-average asset allocation at March 31, 2026, and 2025, and the range of target allocation were as follows.
Percentage of Plan Assets at March 31,
Range of
Target Allocation
Asset Category
Equity Securities
Debt Securities
Other
Total
Our pension investment strategies have been developed as part of a comprehensive management process that considers the interaction between the assets and liabilities within each plan. These strategies consider not only the expected risks and returns on plan assets, but also the detailed actuarial projections of liabilities as well as plan-level objectives, such as projected contributions, expense, and funded status.
The principal pension investment strategies include asset allocation and active asset management. The range of target asset allocations has been determined given the current funded status of the plan. Each asset class is actively managed by one or more external money managers with the objective of generating returns, net of management fees, that exceed market-based benchmarks. None of the plans hold any Company stock.
In fiscal 2026, we reduced our allocation to fixed income securities and increased our allocation to cash equivalents in expectation of lump-sum benefit payouts in conjunction with the plan termination process anticipated to be completed in fiscal 2027. Based on our current actuarial estimates, we do no t anticipate making any contributions to our defined benefit plans for fiscal 2027.
The fair values of our defined benefit plans’ consolidated assets by category as of March 31, 2026, and 2025 were as follows.
March 31,
(dollars in thousands)
Equity Securities
Fixed Income Securities
Cash Equivalents
Total
The fair values of our defined benefit plans’ consolidated assets were determined using the fair value hierarchy of inputs described in Footnote (A) to the Consolidated Financial Statements.
The fair values by category of inputs as of March 31, 2026, were as follows.
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant Other
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs (Level 3)
Total
Asset Categories
(dollars in thousands)
Equity Securities
Fixed Income Securities
Cash Equivalents
The fair values by category of inputs as of March 31, 2025, were as follows.
Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
Significant Other
Observable
Inputs (Level 2)
Significant
Unobservable
Inputs (Level 3)
Total
Asset Categories
(dollars in thousands)
Equity Securities
Fixed Income Securities
Cash Equivalents
Equity securities consist of funds that are not actively traded. These funds are maintained by an investment manager and are primarily invested in indexes. The remaining funds, excluding cash, primarily consist of investments in institutional funds.
Profit-Sharing Plans
We also provide profit sharing plans, which cover substantially all salaried and certain hourly employees. The profit-sharing plans are defined contribution plans funded by employer discretionary contributions; employees may also contribute a certain percentage of their base annual salary. Employees are fully vested in their own contributions and become fully vested in any Company contributions over a four-year period. Costs relating to the employer discretionary contributions for our plan totaled $ 10.0 million, $ 9.8 million, and $ 9.6 million in fiscal years 2026, 2025, and 2024, respectively.
We also made matching contributions to the hourly profit-sharing plan for certain of our entities totaling $ 3.4 million, $ 2.7 million, and $ 1.8 million for these employees during fiscal years 2026, 2025, and 2024, respectively.
Historically, approximately 50 of our employees each belong to one of two multi-employer plans. The collective bargaining agreement relating to one of these multi-employer plans, which covers approximately 10 of our employees, expired in February 2024 and is currently being renegotiated. The other collective bargaining agreement relating to the other multi-employer plan, which covered approximately 40 of our employees, was terminated during fiscal 2025. Our expense related to these multi-employer plans was approximately $ 0.1 million, $ 0.5 million, and $ 1.7 million during fiscal years 2026, 2025, and 2024, respectively. We anticipate the total expense in fiscal 2027 related to these plans will be approximately $ 0.2 million.
R eport of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Eagle Materials Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Eagle Materials Inc. and subsidiaries (the Company) as of March 31, 2026 and 2025, the related consolidated statements of earnings, comprehensive earnings, stockholders' equity and cash flows for each of the three years in the period ended March 31, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2026, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May 19, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
Raw Materials and Materials-in-Progress inventory existence
Description of the Matter
As described in Note A, the Company’s raw materials and materials-in-progress inventory balance was $158.8 million at March 31, 2026. Components of this balance include raw materials that are purchased from third parties, as well as clinker, which is internally manufactured and represents an intermediary product before it is ground into cement powder. Due to the nature of raw materials and materials-in-progress inventory, the Company utilizes technology to measure certain volumes of the inventory stockpiles and applies standard density factors to convert the measurements to tons of inventory, which is then compared to the Company’s recorded balance.
Auditing management’s process for measuring certain raw materials and materials-in-progress inventory was complex as auditor judgment was necessary to evaluate the Company’s process for measuring the inventory, given the technology utilized, and converting the measurements to tonnage.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process of determining the existence of certain raw materials and materials-in-progress inventory.
To test the existence of certain raw materials and materials-in-progress inventory, we performed audit procedures, assisted by specialists, that included, among others, obtaining inventory measurements performed by third parties, observing management’s inspection and measurement of inventory, testing the measurement techniques of the inventory stockpiles, testing the underlying calculations of the measurements in the conversion calculations utilizing density factors, and evaluating the appropriateness of the density factors utilized in the calculations as compared to industry information.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Dallas, Texas
May 19, 20 26
I TEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
I tem 9a. Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We have established a system of disclosure controls and other procedures that are designed to ensure that information related to the Company, that is required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the SEC's rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (CEO) and CFO, as appropriate to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) was performed as of the end of the period covered by this annual report. This evaluation was performed under the supervision and with the participation of management, including our CEO and CFO. Based upon that evaluation, our CEO and CFO have concluded that these disclosure controls and procedures were effective.
We are currently undertaking a significant multi-year ERP implementation to upgrade our information technology platforms and business processes. The ERP implementation is occurring in phases over several years, which began in fiscal 2025 with the implementation at Corporate. During the three months ended September 30, 2025, we implemented the ERP at our Gypsum Wallboard and Recycled Paperboard segments.
As a result of this multi-year implementation, we expect certain changes to our processes and procedures, which, in turn, will result in changes to our internal control over financial reporting. While we expect this implementation to strengthen our internal control over financial reporting by automating certain manual processes and standardizing business processes and reporting across our organization, we will continue to evaluate and monitor our internal control over financial reporting as processes and procedures in the affected areas evolve.
There were no changes that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation under the framework in Internal Control – Integrated Framework , our management concluded that our internal control over financial reporting was effective as of March 31, 2026. The effectiveness of our internal control over financial reporting as of March 31, 2026, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Eagle Materials Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Eagle Materials Inc. and subsidiaries’ internal control over financial reporting as of March 31, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Eagle Materials Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, 2026, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, 2026 and 2025, the related consolidated statements of earnings, comprehensive earnings, stockholders’ equity and cash flows for each of the three years in the period ended March 31, 2026, and the related notes and our report dated May 19, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Dallas, Texas
May 19, 2026
I TEM 9b. Other Information
None of the Company's directors or officers adopted , modified , or terminated a Rule 10b5-1 trading arrangement, or a non-Rule 10b5-1 trading arrangement during the Company's fiscal fourth quarter ended March 31, 2026.
ITEM 9c. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
P ART III
I TEM 10. Directors, Executive Officers and Corporate Governance
Except for the information below regarding our code of ethics, the information called for by Items 10, 11, 12, 13, and 14 is incorporated herein by reference to the information included and referenced under the following captions in the Company’s Proxy Statement for the Company’s July 30, 2026 , Annual Meeting of Stockholders (the 2026 EXP Proxy Statement):
Items
Caption in the 2026 EXP Proxy Statement
Executive Officers Who Are Not Directors
Election of Directors and Related Matters
Stock Ownership - Insider Trading and Prohibited Transactions in Company Securities
Stock Ownership – Code of Conduct
Executive Compensation
Compensation Discussion and Analysis
Potential Payments Upon Termination or Change in Control
Stock Ownership
Stock Ownership – Related Party Transactions
Election of Directors and Related Matters
Relationship with Independent Public Accountants
Code of Ethics
The policies comprising the Company’s code of ethics are detailed in The Eagle Way – A Guide to Decision-Making on Business Conduct Issues. This represents the code of ethics for the principal executive officer, principal financial officer, and principal accounting officer under SEC rules, as well as the code of business conduct and ethics for directors, officers, and employees under NYSE listing standards. The code of ethics is published on the corporate governance section of the Company’s website at eaglematerials.com .
Although the Company does not anticipate that any waivers of the code of ethics will be granted, should a waiver occur for the principal executive officer, principal financial officer, principal accounting officer, or controller, it will be promptly disclosed on our website. Also, any amendments of the code will be promptly posted on our website. These references to our website are intended solely to inform investors where they may obtain additional information; the materials and other information presented on our website are not incorporated in and should not otherwise be considered part of this Report.
I TEM 11. Executive Compensation
See Item 10.
I TEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
See Item 10.
EQUITY COMPENSATION PLAN
The following table shows the number of outstanding options and shares available for future issuance of options under the Company's equity compensation plans as of March 31, 2026. Our equity compensation plans have been approved by the Company's stockholders.
Plan Category
Incentive Plan
Number of
securities to
be issued upon
exercise of
outstanding
options,
warrants, and
rights
Weighted-average
exercise price of
outstanding options,
warrants, and
rights
Number of
securities
remaining
for future
issuance
under equity
compensation
plans, excluding
securities
reflected in
column
Equity compensation plans approved by stockholders
Equity compensation plans approved by stockholders
Equity compensation plans not approved by stockholders
I TEM 13. Certain Relationships and Related Transactions, and Director Independence
See Item 10.
I TEM 14. Principal Accounting Fees and Services
See Item 10.
P ART IV
I TEM 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Report:
Financial Statements
Reference is made to the Index to Financial Statements under Item 8 in Part II hereof, where these documents are listed.
Schedules
Schedules are omitted because they are not applicable or not required, or the information required to be set forth therein is included in the Consolidated Financial Statements referenced above in section (a) (1) of this Item 15.
Exhibits
The information on exhibits required by this Item 15 is set forth in the Eagle Materials Inc. Index to Exhibits appearing on pages 122-127 of this Report.
I NDEX TO EXHIBITS
EAGLE MATERIALS INC.
AND SUBSIDIARIES
EXHIBIT
NUMBER
DESCRIPTION OF EXHIBITS
Restated Certificate of Incorporation filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 11, 2006 (File No. 001-12984) and incorporated herein by reference.
Certificate of Amendment of Restated Certificate of Incorporation of Eagle Materials Inc., filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 7, 2024 (File No. 001-12984) and incorporated herein by reference.
Restated Certificate of Designation, Preferences and Rights of Series A Preferred Stock filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on April 11, 2006 (File No. 001-12984) and incorporated herein by reference.
Second Amended and Restated Bylaws filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on November 7, 2022 (File No. 001-12984) and incorporated herein by reference.
Description of Securities filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2022, filed with the Commission on May 20, 2022 (File No. 001-12984) and incorporated herein by reference.
Credit Agreement, dated as of July 1, 2021, among the Company, the lenders identified therein and JPMorgan Chase Bank, N.A., as the administrative agent, issuing bank and swingline lender thereunder, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 1, 2021 (File No. 001-12984) and incorporated herein by reference.
Amendment No. 1, dated as of May 5, 2022, to that certain Credit Agreement, dated as of July 1, 2021, among the Company, the lenders identified therein and JPMorgan Chase Bank, N.A., as the administrative agent, issuing bank and swingline lender thereunder, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 6, 2022 (File No. 001-12984) and incorporated herein by reference.
Amendment No. 2 to Credit Agreement, dated as of February 4, 2025, by and among the Company, the lenders identified therein and JPMorgan Chase Bank, N.A., as the administrative agent, issuing bank and swingline lender thereunder, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 4, 2025 (File No. 001-12984) and incorporated herein by reference.
Indenture, dated as of May 8, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed with the Commission on May 11, 2009 (File No. 001-12984) and incorporated herein by reference.
Second Supplemental Indenture, dated as of July 1, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on July 1, 2021 (File No. 001-12984) and incorporated herein by reference.
Form of 2.500% Senior Note due 2031, filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on July 1, 2021 (File No. 001-12984) and incorporated herein by reference .
Underwriting Agreement, dated as of November 6, 2025, by and among Eagle Materials Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters identified on Schedule 1 thereto, filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 13, 2025 (File No. 001-12984) and incorporated herein by reference.
Third Supplemental Indenture, dated as of November 13, 2025, between Eagle Materials Inc. and The Bank of New York Mellon Trust Company, N.A., filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 13, 2025 (File No. 001-12984) and incorporated herein by reference.
Form of 5.000% Senior Note due 2036, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 13, 2025 (File No. 001-12984) and incorporated herein by reference.
Limited Partnership Agreement of Texas Lehigh Cement Company LP by and between Texas Cement Company and Lehigh Portland Cement Company effective as of October 1, 2000, filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2001, filed with the Commission on June 27, 2001 (File No. 001-12984) and incorporated herein by reference.
Amendment No. 1 to Agreement of Limited Partnership by and among Texas Cement Company; TLCC LP LLC; TLCC GP LLC; Lehigh Portland Cement Company; Lehigh Portland Investments, LLC; and Lehigh Portland Holdings, LLC effective as of October 2, 2000, filed as Exhibit 10.2(a) to the 2001 Form 10-K (File No. 001-12984) and incorporated herein by reference.
The Eagle Materials Inc. Amended and Restated Incentive Plan, filed as Exhibit A to the Company’s Schedule 14A filed with the Commission on June 21, 2013 (File No. 001-12984) and incorporated herein by reference. (1)
Amendment to Amended and Restated Incentive Plan, filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Commission on July 28, 2017 (File No. 001-12984) and incorporated herein by reference. (1)
Eagle Materials Inc. 2023 Equity Incentive Plan, filed as Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed with the Commission on August 4, 2023 (File No. 001-12984) and incorporated herein by reference . (1)
Form of Restricted Stock Unit Agreement for Non-Employee Directors filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 1, 2006 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Restricted Stock Agreement for Non-Employee Directors filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed with the Commission on November 7, 2013 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Restricted Stock Agreement for Non-Employee Directors filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the Commission on November 5, 2014 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Restricted Stock Agreement for Non-Employee Directors filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the Commission on October 27, 2015 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on October 24, 2016 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Restricted Stock Agreement for Non-Employee Directors filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on October 24, 2016 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Performance Vesting Non-Qualified Stock Option Agreement for Senior Executives filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on October 24, 2016 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Time Vesting Non-Qualified Stock Option Agreement for Senior Executives filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, filed with the Commission on October 24, 2016 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the Commission on October 25, 2017 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Performance Vesting Non-Qualified Stock Option Agreement for Senior Executives filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Commission on July 28, 2017 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Time Vesting Non-Qualified Stock Option Agreement for Senior Executives filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Commission on July 28, 2017 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Performance Vesting Non-Qualified Stock Option Agreement for Senior Executives filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the Commission on July 30, 2018 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Time Vesting Non-Qualified Stock Option Agreement for Senior Executives filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, filed with the Commission on July 30, 2018 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the Commission on October 30, 2018 (File No. 001-12984) and incorporated herein by reference. (1)
The Eagle Materials Inc. Amended and Restated Retirement Plan filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended December 31, 2025, filed with the Commission on January 29, 2026 (File No. 001-12984) and incorporated herein by reference. (1)
First Amendment to the Eagle Materials Inc. Amended and Restated Retirement Plan, dated February 6, 2026. (1)*
The Eagle Materials Inc. Amended and Restated Supplemental Executive Retirement Plan filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2000, filed with the Commission on June 21, 2000 (File No. 001-12984) and incorporated herein by reference. (1)
First Amendment to the Eagle Materials Inc. Amended and Restated Supplemental Executive Retirement Plan, dated as of May 11, 2004, filed as Exhibit 10.4(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2006, filed with the Commission on June 2, 2006 (File No. 001-12984) and incorporated herein by reference. (1)
Trademark License and Domain Name Agreement dated January 30, 2004, between the Company and Centex Corporation, filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004, filed with the Commission on June 14, 2004 (File No. 001-12984) and incorporated herein by reference.
Form of Indemnification Agreement between the Company and each of its directors filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004, filed with the Commission on June 14, 2004 (File No. 001-12984) and incorporated herein by reference.
Eagle Materials Inc. Salaried Incentive Compensation Program for Fiscal Year 2026 filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on May 22, 2025 (File No. 001-12984) and incorporated herein by reference. (1)
American Gypsum Company Salaried Incentive Compensation Program for Fiscal Year 2026, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on May 22, 2025 (File No. 001-12984) and incorporated herein by reference. (1)
Cement Companies Salaried Incentive Compensation Program for Fiscal Year 2026, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on May 22, 2025 (File No. 001-12984) and incorporated herein by reference. (1)
Eagle Materials Inc. Special Situation Program for Fiscal 2026 filed as Exhibit 10.4 to the Current Report on Form 8-K filed with the Commission on May 22, 2025 (File No. 001-12984) and incorporated herein by reference. (1)
Change in Control Continuity Agreement, dated as of June 20, 2019, by and between Eagle Materials Inc. and Michael R. Haack, filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on June 25, 2019 (File No. 001-12984) and incorporated herein by reference. (1)
Change in Control Continuity Agreement, dated as of June 20, 2019, by and between Eagle Materials Inc. and D. Craig Kesler, filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the Commission on June 25, 2019 (File No. 001-12984) and incorporated herein by reference. (1)
Change in Control Continuity Agreement, dated as of May 31, 2022, by and between Eagle Materials Inc. and Matt Newby, filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the Commission on July 27, 2023 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Performance Vesting Non-Qualified Stock Option Agreement for Senior Executives, filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the Commission on July 31, 2019 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Time Vesting Non-Qualified Stock Option Agreement for Senior Executives, filed as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the Commission on July 31, 2019 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Performance Vesting Non-Qualified Stock Option Agreement for Senior Executives, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the Commission on July 31, 2020 (File No. 001-12984) and incorporated herein by reference . (1)
Form of Time Vesting Non-Qualified Stock Option Agreement for Senior Executives, filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed with the Commission on July 31, 2020 (File No. 001-12984) and incorporated herein by reference . (1)
Amended and Restated Eagle Materials Inc. Employee Severance Plan and Summary Plan Description, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, filed with the Commission on January 28, 2021 (File No. 001-12984) and incorporated herein by reference . (1)
Eagle Materials Inc. Director Compensation Summary filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Commission on October 29, 2024 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Commission on October 30, 2025 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Performance Vesting Non-Qualified Stock Option Agreement for Senior Executives, filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the Commission on July 28, 2022 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Time Vesting Non-Qualified Stock Option Agreement for Senior Executives, filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the Commission on July 28, 2022 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Commission on October 26, 2022 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Director Stock Option Agreement, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed with the Commission on October 26, 2023 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Time Vesting Restricted Stock Unit Agreement for Senior Executives, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Commission on July 30, 2024 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Performance Vesting Restricted Stock Unit Agreement for Senior Executives, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Commission on July 30, 2024 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Restricted Stock Agreement for Non-Employee Directors, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Commission on October 30, 2025 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Commission on October 29, 2024 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Time Vesting Restricted Stock Unit Agreement for Senior Executives, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Commission on July 30, 2025 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Performance Vesting Restricted Stock Unit Agreement for Senior Executives, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Commission on July 30, 2025 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Time Vesting Non-Qualified Stock Option Agreement for Senior Executives, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Commission on July 30, 2025 (File No. 001-12984) and incorporated herein by reference. (1)
Form of Performance Vesting Non-Qualified Stock Option Agreement for Senior Executives, filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the Commission on July 30, 2025 (File No. 001-12984) and incorporated herein by reference. (1)
Insider Trading Policy, filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the Commission on May 22, 2024 (File No. 001-12984) and incorporated herein by reference.
Subsidiaries of the Company.
Consent of Registered Independent Public Accounting Firm – Ernst & Young LLP.
Certification of the Chief Executive Officer of Eagle Materials Inc. pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934, as amended.
Certification of the Chief Financial Officer of Eagle Materials Inc. pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934, as amended.
Certification of the Chief Executive Officer of Eagle Materials Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification of the Chief Financial Officer of Eagle Materials Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Mine Safety Disclosure.
Recoupment Policy, filed as Exhibit 97.1 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the Commission on May 22, 2024 (File No. 001-12984) and incorporated herein by reference.
101.INS*
Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document with Embedded Linkbase Documents.
Cover Page Interactive Data File – (formatted as Inline XBRL and Contained in Exhibit 101).
* Filed herewith.
(1) Required to be identified as a management contract or a compensatory plan or arrangement pursuant to Item 15(a) (3) of Form 10-K.
ITEM 16. Form 10-K Summary
None.
S IGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
EAGLE MATERIALS INC.
Registrant
May 19, 2026
/s/ Michael R. Haack
Michael R. Haack,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
May 19, 2026
/s/ Michael R. Haack
Michael R. Haack
President and Chief Executive Officer
(principal executive officer)
May 19, 2026
/s/ D. Craig Kesler
D. Craig Kesler
Executive Vice President – Finance and Administration and Chief Financial Officer (principal financial officer)
May 19, 2026
/s/ William R. Devlin
William R. Devlin
Senior Vice President – Controller and
Chief Accounting Officer
(principal accounting officer)
May 19, 2026
/s/ Richard Beckwitt
Richard Beckwitt, Director
May 19, 2026
/s/ Margot L. Carter
Margot L. Carter, Director
May 19, 2026
/s/ George J. Damiris
George J. Damiris, Director
May 19, 2026
/s/ Martin M. Ellen
Martin M. Ellen, Director
May 19, 2026
/s/ Mauro Gregorio
Mauro Gregorio, Director
May 19, 2026
/s/ Michael R. Nicolais
Michael R. Nicolais, Director
May 19, 2026
/s/ Mary P. Ricciardello
Mary P. Ricciardello, Director
May 19, 2026
/s/ David Rush
David Rush, Director
