8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2025

Eagle Materials Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

1-12984

75-2520779

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5960 Berkshire Ln., Suite 900

Dallas, Texas

75225

(Address of Principal Executive Offices)

(Zip Code)

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

Not Applicable

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

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

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

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

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

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

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


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

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

Emerging growth company ☐

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

Item 5.02.

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

Information responsive to Item 5.02(b):

On May 16, 2025, David B. Powers informed us that in accordance with the director retirement policy of Eagle Materials Inc. (the “Company”), he will retire from the Board when his term expires at the Company’s upcoming 2025 annual meeting of stockholders and therefore will not be seeking reelection as a Class I Director. Mr. Powers indicated that his declining to stand for reelection does not arise from any disagreement on any matter relating to the Company’s operations, policies or practices.

Information responsive to Item 5.02(e):

On May 16, 2025, the Compensation Committee approved the Eagle Materials Inc. Salaried Incentive Compensation Program for Fiscal Year 2026 (“Eagle Plan”), a copy of which is attached to this Report as Exhibit 10.1 and incorporated herein by reference. Under the terms of the Eagle Plan, a pool of 1.2% of the Company’s operating earnings for fiscal 2026 will be available to pay annual bonuses to participating officers, subject to reduction based on individual performance in fiscal 2026 and the following limitations: (i) if the Company’s operating earnings for fiscal 2026 are less than 50% of budget, then no funds will be available for the corporate bonus pool; and (ii) none of the participants in the program will be able to receive a bonus payment in excess of three times (3X) such participant’s annual base salary. The Compensation Committee also determined the applicable percentage of the bonus pool available for payment of the annual incentive bonus to the named executive officers participating in the Eagle Plan (Michael R. Haack, President and Chief Executive Officer, 30.0%; D. Craig Kesler, Executive Vice President – Finance and Administration and Chief Financial Officer, 14.0%; and Matt Newby, Executive Vice President, General Counsel and Secretary, 9.0%).

The Compensation Committee also approved divisional annual incentive plans for fiscal year 2026 (each, a “Divisional Plan”), including the American Gypsum Company Salaried Incentive Compensation Program for Fiscal Year 2026 (“AG Pool”) and the Cement Companies Salaried Incentive Compensation Program for Fiscal Year 2026 (“Cement Pool”) (copies of which are attached to this Report as Exhibit 10.2 and 10.3, respectively, and incorporated herein by reference). Under the terms of each Divisional Plan, a pool of such division’s EBITDA (2.0% for American Gypsum and 1.9% of the consolidated cement subsidiaries, as adjusted with respect to our 50% owned cement joint venture) will be available to pay annual bonuses to participating officers, subject to reduction based on individual performance in fiscal 2026 and the following limitations: (i) if the division’s EBITDA for fiscal 2026 is less than 50% of budget, then no funds will be available for the bonus pool; and (ii) none of the participants in the program will be able to receive a bonus payment in excess of two times (2X) such participant’s annual base salary. The Compensation Committee also determined the applicable percentage of each bonus pool available for payment of the annual incentive bonus – as well as the maximum bonus potential for the named executive officers participating in the Divisional Plans: Eric Cribbs, President of American Gypsum Company LLC, 6.7% of the AG Pool (subject to a Committee-determined cap of $450,000); and Tony Thompson, Senior Vice President, Cement East, 5.2% of the Cement Pool (subject to a Committee-determined cap of $400,000).

The Compensation Committee also approved the Eagle Materials Inc. Special Situation Program for Fiscal Year 2026 (the “SSP”), a copy of which is attached to this Report as Exhibit 10.4 and incorporated herein by reference. Under the terms of the SSP, a pool of 0.2% of the Company’s EBITDA for fiscal 2026, plus any portions of bonus pools under the Eagle Plan, the divisional plans and subsidiary long-term compensation plans not paid out or earned, are available to pay annual bonuses to participating employees from the SSP.

Item 9.01

Financial Statements and Exhibits


Exhibit Number		Description

10.1		Eagle Materials Inc. Salaried Incentive Compensation Program for Fiscal Year 2026

10.2		American Gypsum Company Salaried Incentive Compensation Program for Fiscal Year 2026

10.3		Cement Companies Salaried Incentive Compensation Program for Fiscal Year 2026

10.4		Eagle Materials Inc. Special Situation Program for Fiscal Year 2026

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

SIGNATURES

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


EAGLE MATERIALS INC.

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

Date: May 22, 2025

Eagle Materials Inc filed SEC Form 8-K: Leadership Update