Form 4: Eagle Materials Executive Reports Recent Stock Transactions and Equity Awards
Insider Transaction Report
Eagle Materials Inc.'s EVP & General Counsel, Matt Newby, reported the acquisition of common stock through RSU vesting, a sale for tax withholding, and new grants of restricted stock units and non-qualified stock options.
Summary
- Matt Newby, EVP & General Counsel of Eagle Materials Inc. (EXP), reported transactions involving the company's common stock and derivative securities.
- On May 24, 2025, Mr. Newby acquired 598 shares of common stock at a price of $214.37 per share, likely due to the vesting of restricted stock units.
- Concurrently, on May 24, 2025, he disposed of 236 shares of common stock at $214.37 per share, typically for tax withholding purposes related to the vesting.
- Following these transactions, Mr. Newby directly beneficially owned 20,036 shares of common stock.
- On May 22, 2025, Mr. Newby was granted 1,668 Restricted Stock Units (RSUs) with a conversion price of $0, which vest ratably in three installments on the first anniversary of the award date (May 22, 2026), March 31, 2027, and March 31, 2028.
- Also on May 22, 2025, he was granted 1,306 Non-Qualified Stock Options with an exercise price of $213.66, vesting ratably on the first anniversary of the award date (May 22, 2026), March 31, 2027, and March 31, 2028, and expiring on May 22, 2035.
- On May 24, 2025, 598 Restricted Stock Units from a prior grant (May 24, 2024) were converted into common stock, leaving 1,193.2168 derivative RSUs beneficially owned from that specific grant.
- The price of $214.37 for common stock transactions represents the closing price per share on the previous trading day, in accordance with the issuer's 2023 Equity Incentive Plan.
Sentiment
Score: 5
Explanation: The document is a routine insider transaction report detailing executive compensation and ownership changes, which is generally neutral in sentiment. The grants are positive for executive alignment, while the tax-related sale is a common, neutral event.
Positives
- The grant of 1,668 Restricted Stock Units and 1,306 Non-Qualified Stock Options to a key executive indicates continued alignment of management incentives with shareholder interests.
- The vesting of 598 Restricted Stock Units into common stock increases the executive's direct ownership in the company.
Negatives
- The disposition of 236 shares of common stock for tax withholding reduces the executive's direct shareholding, although this is a common practice for equity compensation.
Future Outlook
The document outlines future vesting schedules for the granted Restricted Stock Units and Non-Qualified Stock Options, indicating that these equity awards will vest ratably over the next few years, with the latest vesting installment occurring on March 31, 2028, and options expiring on May 22, 2035.
Industry Context
This Form 4 filing details routine insider equity transactions and compensation, which are standard practices across publicly traded companies to incentivize and retain key executives. It does not provide broader industry context or trends.
Stakeholder Impact
- Shareholders: The grants of RSUs and stock options align the executive's interests with shareholders by tying compensation to company performance. The sale for tax withholding is a minor, routine event.
- Employees: This filing specifically relates to executive compensation and does not directly impact the broader employee base, though it reflects the company's compensation practices for leadership.
Next Steps
- Continued vesting of 1,668 Restricted Stock Units on May 22, 2026, March 31, 2027, and March 31, 2028.
- Continued vesting of 1,306 Non-Qualified Stock Options on May 22, 2026, March 31, 2027, and March 31, 2028.
- Future vesting installments for the remaining 1,193.2168 Restricted Stock Units from the May 24, 2024 grant on March 31, 2026, and March 31, 2027.
Key Dates
| Date | Description |
|---|---|
| 05/24/2024 | Date of grant for 1,784 Restricted Stock Units to Matt Newby, vesting ratably on the first anniversary, March 31, 2026, and March 31, 2027. |
| 05/22/2025 | Date Matt Newby was granted 1,668 Restricted Stock Units and 1,306 Non-Qualified Stock Options. |
| 05/24/2025 | Date Matt Newby acquired 598 shares of Common Stock upon RSU vesting and disposed of 236 shares for tax withholding; also, 598 Restricted Stock Units from the 2024 grant were converted. |
| 05/27/2025 | Signature date of the reporting person for the Form 4 filing. |
| 03/31/2026 | Second vesting installment for 1,784 RSUs granted on May 24, 2024. |
| 05/22/2026 | First vesting installment for 1,668 RSUs and 1,306 Non-Qualified Stock Options granted on May 22, 2025. |
| 03/31/2027 | Third vesting installment for 1,784 RSUs granted on May 24, 2024; Second vesting installment for 1,668 RSUs and 1,306 Non-Qualified Stock Options granted on May 22, 2025. |
| 03/31/2028 | Third vesting installment for 1,668 RSUs and 1,306 Non-Qualified Stock Options granted on May 22, 2025. |
| 05/22/2035 | Expiration date for Non-Qualified Stock Options granted on May 22, 2025. |
Keywords
SEC Form 4, Insider Transaction, Eagle Materials Inc., EXP, Restricted Stock Units, RSU, Stock Options, Executive Compensation, Equity Incentive Plan, Beneficial Ownership
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