Eagle Materials Senior Vice President Sam Guzman Acquires Company Stock Through Restricted Stock Unit Vesting

Restricted Stock Unit Vesting and Equity Compensation Program

Sam Guzman, serving as Senior Vice President at Eagle Materials, received the vesting of 416 restricted stock units on July 23, 2026, marking the first of three scheduled vesting installments. According to the disclosure, these restricted stock units were originally granted on July 23, 2025, under the company's 2023 Equity Incentive Plan, with a total grant of 1,242 units. The vesting schedule distributes the units equally across three dates: July 23, 2026; July 23, 2027; and July 23, 2028, with each restricted stock unit representing a contingent right to receive one share of Eagle Materials common stock.

This vesting arrangement reflects a standard multi-year equity compensation structure commonly used by publicly traded companies to align executive and employee interests with long-term shareholder value. The staggered vesting approach encourages retention and incentivizes sustained performance over the three-year period. Each restricted stock unit may also accrue dividend equivalent units that vest on the same schedule as the underlying units, providing additional value to participants.

Stock Disposition and Tax Withholding Mechanics

On the same transaction date of July 23, 2026, Guzman disposed of 102 shares at a price of $203.37 per share, bringing his direct common stock ownership to 314 shares. The disclosure indicates this disposition was classified under transaction code "F," which typically denotes a sale to cover tax withholding obligations when restricted stock units vest. This is a routine practice where companies automatically liquidate a portion of newly vested shares to satisfy the tax liability generated by the vesting event.

The price of $203.37 per share represents the closing price of Eagle Materials common stock on July 22, 2026, the trading day preceding the vesting transaction. This valuation is specified in the company's equity compensation plan documentation and serves as the basis for determining both the value of vested shares and the tax withholding requirement. Guzman retained 314 shares following the sale, maintaining a direct beneficial ownership position in the company.

Beneficial Ownership and Direct Equity Position

The disclosure establishes that all of Guzman's beneficial ownership in Eagle Materials is held directly, with no indirect ownership through trusts, partnerships, or other vehicles reported in the filing. His total direct ownership of 314 shares following the July 23, 2026, transactions represents his currently held position in the company. This direct ownership structure provides clarity regarding Guzman's personal financial interest in the company's performance and aligns with standard disclosure practices for senior officers.

Guzman's ownership position, while modest relative to overall company capitalization, reflects his status as a Senior Vice President rather than a chief executive or board member. Senior executive equity holdings typically accumulate over multiple years as restricted stock grants vest annually. The disclosure requirement ensures investors have transparency into the equity interests held by company insiders at operational levels below the board and chief executive suite.

2023 Equity Incentive Plan Framework

Eagle Materials' 2023 Equity Incentive Plan serves as the authorization under which the restricted stock unit grants and vesting transactions occur. This plan governs the issuance, vesting, and administration of equity awards to company officers, directors, and eligible employees. The plan structure specifies the pricing mechanisms, vesting schedules, and tax withholding procedures that apply to all equity grants issued under its authority.

The plan's pricing provision establishes that the closing price per share on the trading day preceding a vesting event determines the valuation for tax and accounting purposes. This methodology ensures objective, market-based pricing that aligns with securities law requirements and provides defensible valuations for regulatory reporting. Eagle Materials' use of this pricing mechanism reflects compliance with standard equity compensation practices and SEC disclosure obligations.

Section 16 Reporting Obligations and Insider Trading Rules

The Form 4 disclosure filed by Guzman satisfies his obligations under Section 16(a) of the Securities Exchange Act of 1934, which requires officers, directors, and ten-percent shareholders to report changes in beneficial ownership within two business days of the transaction date. Guzman's status as Senior Vice President places him within the definition of company officer for Section 16 purposes, triggering these reporting requirements. The filing, executed on July 27, 2026, was made three business days after the July 23, 2026, transaction, indicating timely compliance with SEC reporting deadlines.

Section 16 reporting requirements exist to provide investors with visibility into trading activity by company insiders, enabling market participants to assess potential conflicts of interest or information imbalances. The Form 4 disclosure mechanism creates a permanent record of insider transactions that investors can access through the SEC's EDGAR database. These reports serve as an important tool for monitoring insider activity and detecting potential violations of securities laws, including those prohibiting trading on material nonpublic information.

Valuation and Pricing Information in the Disclosure

The common stock price of $203.37 per share recorded in the Form 4 represents Eagle Materials' closing stock price on July 22, 2026, the trading day immediately preceding the vesting and sale transactions. This price provides a market-based valuation snapshot and serves as the baseline for calculating the value of Guzman's vested restricted stock units. The price also establishes the per-share amount for the 102 shares Guzman sold to satisfy tax withholding obligations associated with the vesting event.

The disclosure does not provide information regarding the aggregate dollar value of Guzman's transactions or the specific tax withholding calculations performed by Eagle Materials. Investors seeking detailed financial analysis of the transaction values would need to perform manual calculations based on the disclosed share quantities and per-share pricing. The immediate share price impact of Guzman's transactions was not clear from available public information related to this disclosure alone.

Attorney-in-Fact Signature and Document Execution

The Form 4 filing was signed on behalf of Sam Guzman by Scott M. Wilson, identified as attorney-in-fact, on July 27, 2026. This signature delegation is a standard practice where individuals appointed as agents or representatives execute required regulatory filings on behalf of the beneficial owner. The use of an attorney-in-fact does not alter the substance of the disclosure or Guzman's reporting obligations; it merely represents an administrative arrangement for document execution.

Scott M. Wilson's authority to execute the form on Guzman's behalf presumably derives from a power of attorney or similar authorization document. SEC regulations permit such delegation arrangements, provided the attorney-in-fact acts within the scope of granted authority. The form contains a declaration that intentional misstatements or omissions of facts constitute federal criminal violations under 18 U.S.C. Section 1001 and 15 U.S.C. Section 78ff(a), emphasizing the legal significance of the disclosure's accuracy.

Implications for Investor Monitoring and Insider Activity Analysis

Guzman's acquisition of shares through restricted stock unit vesting represents routine equity compensation administration rather than discretionary market transactions initiated by the executive. Unlike open market purchases or sales, restricted stock vesting is automatic and predetermined, reducing the informational significance typically attributed to insider trading activity. However, the vesting event and associated stock disposition demonstrate that senior company management maintains ongoing equity interests in Eagle Materials through its compensation programs.

Investors monitoring insider activity may observe patterns in restricted stock grant sizes, vesting schedules, and tax withholding dispositions across multiple officers and executives. Such patterns can provide insight into the company's compensation philosophy, the competitive positioning of executive pay relative to peer companies, and the alignment mechanisms the company employs to link executive interests with shareholder value creation. The ongoing vesting schedule established for Guzman's original 1,242 restricted stock unit grant indicates that two additional vesting events remain scheduled for July 2027 and July 2028.

Future Vesting Schedule and Outstanding Equity Awards

Following the July 23, 2026, vesting event, Guzman retains 831.68 restricted stock units in beneficial ownership, as disclosed in Table II of the Form 4. This remaining balance represents the unvested portion of the original 1,242-unit grant, which will vest ratably in two remaining installments scheduled for July 23, 2027, and July 23, 2028. The precise calculation of remaining units reflects that one-third of the original grant vested on July 23, 2026, with one-third scheduled to vest on each subsequent anniversary date.

The disclosure does not provide information regarding whether Guzman holds any other restricted stock units, options, or derivative securities beyond those specified in the Form 4. Investors seeking comprehensive information about Guzman's total equity interests in Eagle Materials would need to examine prior Form 4 filings or review the company's most recent proxy statement, which typically discloses all outstanding equity awards held by named executive officers. The outstanding restricted stock unit balance will continue to accrue dividend equivalent units between now and the final vesting date in July 2028.