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    SEC Form 11-K filed by Eagle Materials Inc

    6/23/26 4:44:41 PM ET
    $EXP
    Building Materials
    Industrials
    Get the next $EXP alert in real time by email
    11-K
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    United States

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 11-K

     

    ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES

    EXCHANGE ACT OF 1934

     

    For the year ended December 31, 2025

     

    Commission file number 1-12984

     

    EAGLE MATERIALS INC. RETIREMENT PLAN

    (Full title of the plan)

     

    EAGLE MATERIALS INC.

    5960 Berkshire Lane, Suite 900
    Dallas, Texas 75225

     

    (Name of issuer and address of principal executive office)

     

     

     

     

     


     

    EAGLE MATERIALS INC. RETIREMENT PLAN

    FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

    AT DECEMBER 31, 2025 AND 2024,

    AND FOR THE YEAR ENDED DECEMBER 31, 2025

     

     

     

    PAGE NO.

    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     

    AUDITED FINANCIAL STATEMENTS

     

    Statements of Net Assets Available for Benefits

    3

    Statement of Changes in Net Assets Available for Benefits

    4

    Notes to Financial Statements

    5

    SUPPLEMENTAL SCHEDULE

     

    Schedule H: Line 4i – Schedule of Assets (Held at Year End)

    14

    Index to Exhibits

    15

    Signatures

    16

     

     


     

    Report of Independent Registered Public Accounting Firm

     

    Plan Administrator and Participants

    Eagle Materials Inc. Retirement Plan

    Dallas, Texas

     

    Opinion on the Financial Statements

    We have audited the accompanying statements of net assets available for benefits of the Eagle Materials Inc. Retirement Plan (the “Plan”) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

    Basis for Opinion

    These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

    Our audits included performing procedures to assess the risk 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 the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

    Supplemental Information

    The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2025 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the

    1


     

    supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

     

    /s/ BDO USA, P.C.

     

    We have served as the Plan’s auditor since 2023.

    Dallas, Texas

    June 23, 2026

     

    2


     

    Eagle Materials Inc. Retirement Plan

    Statements of Net Assets Available for Benefits

     

    At December 31, 2025 and 2024

     

     

     

    December 31,

     

     

    2025

     

     

    2024

     

    Assets:

     

     

     

     

     

     

    Investments at fair value

     

    $

    316,241,332

     

     

    $

    271,518,670

     

    Fully benefit-responsive investment contract at contract value

     

     

    4,985,281

     

     

     

    5,474,511

     

    Total Investments

     

     

    321,226,613

     

     

     

    276,993,181

     

    Notes receivable from participants

     

     

    7,387,687

     

     

     

    6,582,869

     

    Employer's contribution receivable

     

     

    9,870,212

     

     

     

    9,689,041

     

    Total Assets

     

     

    338,484,512

     

     

     

    293,265,091

     

    Net Assets Available for Benefits

     

    $

    338,484,512

     

     

    $

    293,265,091

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    See accompanying notes to financial statements.

    3


     

    Eagle Materials Inc. Retirement Plan

    Statement of Changes in Net Assets Available for Benefits

     

    Year ended December 31, 2025

     

     

    Additions:

     

     

     

    Participating employers’ contributions

     

    $

    13,162,618

     

    Participant contributions

     

     

    16,726,501

     

    Participant rollovers

     

     

    3,359,917

     

    Interest and dividends from investments

     

     

    715,801

     

    Net appreciation in fair value of investments

     

     

    40,551,068

     

    Interest income on notes receivable from participants

     

     

    638,556

     

    Total additions

     

     

    75,154,461

     

    Deductions:

     

     

     

    Benefits paid to participants

     

     

    (29,893,817

    )

    Administrative expenses

     

     

    (41,223

    )

    Total deductions

     

     

    (29,935,040

    )

    Net increase

     

     

    45,219,421

     

    Net assets available for benefits at Beginning of Year

     

     

    293,265,091

     

    Net assets available for benefits at End of Year

     

    $

    338,484,512

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    See accompanying notes to financial statements.

    4


    EAGLE MATERIALS INC. RETIREMENT PLAN

    Notes to Financial Statements

    December 31, 2025

     

     

    NOTE 1. DESCRIPTION OF THE PLAN

    The following description of the Eagle Materials Inc. Retirement Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

    General

    The Plan, established April 1, 1994 and amended and restated effective January 1, 2026, is a defined contribution retirement plan covering eligible employees of Eagle Materials Inc. (the Company or Employer) and eligible employees of other related corporations which adopt the Plan with the Company’s consent. The Company and certain subsidiaries collectively comprise the “Participating Employers.” The Plan is administered by the Administrative Committee (the Committee) appointed by the Board of Directors of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

    Acquisition of Subsidiaries

    During August 2024, the Company purchased the Big Bend Quarry (BBQ). Employees of BBQ were eligible to participate in the Plan as employees of Battletown Materials LLC, at the date of acquisition. During January 2025, the Company purchased Bullskin Stone & Lime (Bullskin). Employees of Bullskin were eligible to participate in the Plan at the date of acquisition.

    Eligibility

    The Plan has three distinct types of eligible employees: (1) employees eligible to participate in the employer profit sharing contributions, (2) employees eligible to participate in employer matching contributions or (3) employees not eligible to participate in any employer contribution. Eligible employees may not participate in both employer profit sharing and matching contributions, except as provided in the Plan document. Eligible employees of the Participating Employers participate in profit sharing contributions on the earlier of January 1 or July 1 after completing one year of service, as defined. One year of service, for purposes of eligibility, is defined as a consecutive twelve month period during which the employee worked 1,000 hours, ending on the first anniversary of the employee’s date of hire. Hourly employees of Republic Paperboard Company, LLC, a subsidiary of the Company, may participate in matching contributions on the date the employee first performs an hour of service for the Employer, as defined. Hourly employees of Audubon Materials, Tulsa Cement Company, Illinois Cement Company, Fairborn Cement Company, Kosmos Cement Company, Battletown Materials LLC, Nevada Cement Company,Kansas City Readymix, Audubon Readymix, and Bullskin Stone & Lime may also participate in matching contributions during the calendar year. Eligible employees are automatically enrolled in the Plan upon eligibility unless they opt out of the plan.

    A member of a group or class of employees covered by a collective bargaining agreement is not eligible to participate in the Plan unless such agreement extends the Plan to such group or class of employees.

    Contributions

    The Plan permits participants to contribute pre-tax up to 70% of their compensation, up to a statutory limit, as defined, to a 401(k) account upon the date of hire. Participants may contribute a portion of their compensation, as defined by the Plan, limited to the maximum amount permitted under the

    NOTE 1. DESCRIPTION OF THE PLAN (continued)

    5


    EAGLE MATERIALS INC. RETIREMENT PLAN

    Notes to Financial Statements

    December 31, 2025

     

    applicable Internal Revenue Code (the Code) regulations and the Plan document. Participants may also contribute amounts representing distributions from other qualified defined benefit and defined contribution plans.

    Participants who have been auto-enrolled in the Plan will be deemed to have elected to contribute 3% to the Plan, with a 1% automatic increase annually up to a maximum of 7%. An Automatic Enrollment Participant who elects not to make Automatic Contributions or elects to cease such contributions to the Plan may elect to defer a percentage of their Compensation as Pre‑Tax Contributions, Roth Contributions, and/or After-Tax Contributions at any time.

    Profit sharing contributions are made by the Participating Employers as determined by the Company’s Board of Directors. Profit sharing contributions are made to all eligible participants employed on December 31 of each year. The profit sharing contributions are classified as employer's contribution receivable on the Statements of Net Assets Available for Benefits, and are generally paid in February of the next year. Profit sharing contributions made to hourly employees are allocated to participant accounts on a pro rata basis determined by each participant’s number of hours worked. Eligible employees of certain subsidiaries receive Employer nondiscretionary matching contributions. These matching contributions are generally allocated to each employee’s participant account based on a certain percentage of each employee’s eligible contribution, up to a certain percentage or dollar amount annually, as defined by the Plan. Participating Employers, at their sole discretion, may make qualified non-elective contributions to the Plan. No such qualified non-elective contributions were made for the 2025 or 2024 Plan year. Forfeitures may be used to reduce employer contributions or administrative expenses of the Plan. Accrued discretionary employer profit sharing contributions to the Plan were reduced by assumed forfeitures of $300,000 at December 31, 2025, and December 31, 2024. Forfeitures available for future use totaled approximately $447,000 and $370,000 at December 31, 2025 and 2024, respectively.

    Participants direct the investment of their accounts into various mutual funds, collective trusts, a guaranteed investment contract, self-directed brokerage account, or the Eagle Materials Common Stock Fund (EXPSF). The EXPSF is a unitized stock fund.

    Participants may allocate up to 15% of employer and participant contributions to the EXPSF, whereas up to 100% may be allocated to any other investment option offered by the Plan.

    Administrative Expenses

    Certain administrative expenses of the Plan are paid by the Company and are excluded from these financial statements. The Plan is not required to reimburse the Company for any administrative expenses paid by the Company. Expenses not paid by the Company are paid by the Plan.

    Benefits Payable

    Benefits payable relate to claims for benefits that have been processed and approved prior to the end of the year, but not paid until the subsequent year. We had no benefits payable at December 31, 2025 and 2024.

    NOTE 1. DESCRIPTION OF THE PLAN (continued)

    Vesting

    Matching Contributions – Participants’ Employer nondiscretionary matching contributions do not vest until the completion of four years of vesting service, as defined, except as provided in the Plan document.

    6


    EAGLE MATERIALS INC. RETIREMENT PLAN

    Notes to Financial Statements

    December 31, 2025

     

    Profit Sharing Contributions – Participants’ Employer profit sharing contributions do not fully vest until the completion of four years of vesting service, as defined.

    Participants are fully vested in all contributions upon retirement, full and permanent disability, or death.

    The Plan provides for distributions when a participant terminates employment and the fair value of the participant’s vested accrued benefit is equal to or less than $7,000. A summary of such provisions follows:

    •
    Upon termination of service, if the fair value of a participant’s vested accrued benefit is $7,000 or less, the Committee shall direct Fidelity Management Trust Company (Trustee) to distribute the fair value of the participant’s vested balance in a single sum. In the event of a mandatory distribution greater than $1,000 (but less than $7,000), if the participant does not elect to have such distribution paid directly to an eligible retirement plan or to receive the distribution, then the Committee will pay the distribution in a direct rollover to an individual retirement plan designated by the Committee.
    •
    If a participant terminates service when the participant’s vested accrued benefit is zero, the participant is deemed to receive a distribution of his entire vested accrued benefit as of the day of termination.

    Participants are always fully vested in their participant contributions, related earnings and participant rollovers.

    Notes Receivable from Participants

    Notes receivable from participants represent loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Plan participants may borrow from their accounts an amount generally not to exceed the lesser of $50,000 or 50% of their vested account balance. The repayment terms of loans may not exceed five years except for loans used to acquire a principal residence. Each loan bears interest at a reasonable rate based on lending in similar situations. The current interest rate for new loans is set at the Wall Street Journal prime rate plus two percent. Principal and interest are paid ratably through automatic payroll deductions. If a participant ceases to make loan repayments and the Plan administrator deems the loan to be a distribution, notes receivable from participants is reduced and a benefit payment is recorded.

    Distributions

    In accordance with the Plan document, distribution of a participant’s vested account is available upon the participant’s retirement, death, disability, termination of employment, or attainment of age 59½; or distribution is available to satisfy a financial hardship meeting the requirements of the Internal Revenue Service (IRS) regulations. Distributions are made in a lump-sum payment, a direct rollover distribution, or a combination thereof.

    7


    EAGLE MATERIALS INC. RETIREMENT PLAN

    Notes to Financial Statements

    December 31, 2025

     

    Termination of the Plan

    Although the Employer has not expressed intent to terminate the Plan, it may do so at any time subject to the requirements of ERISA. If the Plan is terminated, participants will become fully vested in their Participating Employers’ contributions, and the method of distribution of assets will be in accordance with the provisions of ERISA.

    NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

    Basis of Presentation

    The accompanying financial statements have been prepared on the accrual basis of accounting, in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

     

    Use of Estimates

    The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

    Contributions and Contributions Receivable

    The contributions are recorded on the accrual method of accounting. Contributions receivable are obligations arising from amounts owed to the Plan from the Employer that have not been included in the Plan's investments at year end.

    Distributions to Participants

    Distributions to participants are recorded when paid.

    Investment Valuation and Income Recognition

    All of the Plan’s investments are included in a trust, and are governed by a trust agreement with the Trustee which is held accountable by and reports to the Committee.

    Investments, except for the guaranteed investment contract, which is stated at contract value, are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan presents the net change in fair value of common stock, mutual funds and collective trusts, which consists of realized gains or losses, unrealized appreciation (depreciation), and any income or capital gain distributions from such investments, in the accompanying statement of changes in net assets available for benefits.

    Under the Fair Value Measurements and Disclosures topic of the Codification, ASC 820, disclosures are required about how fair value is determined for assets and liabilities and a hierarchy for which these assets and liabilities must be grouped is established, based on significant levels of inputs as follows:

    Level 1 - Quoted prices in active markets for identical assets or liabilities.

    Level 2 - Inputs other than quoted prices included in level 1, such as 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.

    NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    8


    EAGLE MATERIALS INC. RETIREMENT PLAN

    Notes to Financial Statements

    December 31, 2025

     

    Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

    A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following is a description of the valuation methodologies

    used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

    Common Stock

    Common stock is valued at the closing price reported on the New York Stock Exchange Composite Listing and is classified within level 1 of the valuation hierarchy.

    Mutual Funds

    These investments are public investment vehicles valued using the Net Asset Value (“NAV”) provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is a quoted price in an active market.

    All security transactions are recorded on the trade date. Gains and losses on the disposal of investments are determined based on the average cost of all securities. Dividend income is recorded on the effective date of a declared dividend. Income from other investments is recorded as earned on an accrual basis.

    Administrative expenses for the year ended December 31, 2025 include Trustee and record keeper fees. Fund management fees and administrative fees are charged directly to the Plan.

    Self-Directed Brokerage Accounts

    Self-directed brokerage accounts include investments in various securities, primarily stocks, bonds, mutual funds and cash and cash equivalents. These investments are valued using quoted prices in active markets.

    Collective Trusts

    The Plan holds investments in collective trusts which are managed by the fund manager which invest in various underlying investments, including equity securities, fixed income investments, and multi-asset class funds. The fair value of the units of these investments is valued at NAV per unit, as determined by the fund manager. The NAV is used as the practical expedient to estimate fair value. The Collective trusts are direct filing entities.

    9


    EAGLE MATERIALS INC. RETIREMENT PLAN

    Notes to Financial Statements

    December 31, 2025

     

    NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (continued)

    Below are the Plan’s investments at fair value on a recurring basis by the fair value hierarchy levels described above:

     

    Assets at Fair Value at December 31, 2025

     

     

    Level 1

     

     

    Level 2

     

     

    Total

     

    Mutual funds

     

    $

    3,949,176

     

     

    $

    —

     

     

    $

    3,949,176

     

    Self-directed brokerage account

     

     

    3,594,939

     

     

     

    259,606

     

     

     

    3,854,545

     

    Common stock

     

     

    11,308,083

     

     

     

    —

     

     

     

    11,308,083

     

    Collective trusts measured at NAV

     

     

    —

     

     

     

    —

     

     

     

    297,129,528

     

    Total Investments

     

    $

    18,852,198

     

     

    $

    259,606

     

     

    $

    316,241,332

     

     

     

     

     

     

     

     

     

     

     

     

    Assets at Fair Value at December 31, 2024

     

     

    Level 1

     

     

    Level 2

     

     

    Total

     

    Mutual funds

     

    $

    4,681,752

     

     

    $

    —

     

     

    $

    4,681,752

     

    Self-directed brokerage account

     

     

    2,831,772

     

     

     

    363,231

     

     

     

    3,195,003

     

    Common stock

     

     

    13,629,295

     

     

     

    —

     

     

     

    13,629,295

     

    Collective trust measured at NAV

     

     

    —

     

     

     

    —

     

     

     

    250,012,620

     

    Total Investments

     

    $

    21,142,819

     

     

    $

    363,231

     

     

    $

    271,518,670

     

    Recent Accounting Pronouncements

    There were no new or pending Accounting Pronouncements that impacted the Plan in 2025 or 2024, or that are expected to impact the Plan in 2026.

    NOTE 3. NAV PER SHARE

    The following sets forth a summary of the Plan's investments with a reported NAV.

     

    Fair Value Estimated Using NAV per Share

     

     

    December 31,

     

     

     

     

     

     

     

     

     

     

     

     

    2025

     

     

    2024

     

     

    Unfunded

     

     

    Redemption

     

    Other Redemption

     

    Redemption Notice

     

     

    Fair Value (a)

     

     

    Fair Value (a)

     

     

    Commitment

     

     

    Frequency

     

    Restrictions

     

    Period

    Fixed Income Funds (b)

     

    $

    5,876,106

     

     

    $

    5,477,802

     

     

    $

    —

     

     

    Daily

     

    None

     

    Daily

    Equity Index Funds (c)

     

     

    88,052,790

     

     

     

    76,748,433

     

     

     

    —

     

     

    Daily

     

    None

     

    Daily

    Multi-asset Class Funds (d)

     

     

    203,200,632

     

     

     

    167,786,385

     

     

     

    —

     

     

    Daily

     

    None

     

    Daily

     

    (a) The fair values of investments have been estimated using the NAV of the investment.

    (b) The fixed income fund strategy seeks to provide capital preservation and income.

    (c) Equity index strategies seek to replicate the return of a specific financial market.

    (d) Multi-asset class funds are target date funds that seek to provide a diversified asset allocation consistent with the participants' current state of life.

     

    10


    EAGLE MATERIALS INC. RETIREMENT PLAN

    Notes to Financial Statements

    December 31, 2025

     

    NOTE 4. GUARANTEED INVESTMENT CONTRACT

    At December 31, 2025, the Plan holds an investment in the New York Life Anchor Account, which is a Guaranteed Investment Contract (GIC). New York Life maintains the contributions in a separate account. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The contract is included in the financial statements at contract value as reported by New York Life. The issuer of the GIC is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan.

    The GIC is fully benefit-responsive and contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the GIC. Contract value, as reported to the Plan by New York Life, represents contributions made under the contract, plus earnings, less participant withdrawals, and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.

    There are generally no events that limit the availability of the Plan to transact at the contract value paid within 90 days or in rare circumstances, contract value paid over time. There are no events that allow the issuer to terminate the contract and which require the Plan administrator to settle at an amount different than contract value paid either within 90 days or over time.

    NOTE 5. INCOME TAX STATUS

    On April 28, 2015, the Plan received an updated determination letter from the IRS stating that the Plan is qualified under Section 401(a) of the Code reaffirming that the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification.

    Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

    NOTE 6. RELATED PARTY TRANSACTIONS AND PARTY-IN-INTEREST TRANSACTIONS

    Certain Plan investments are shares of mutual funds managed by the Trustee and, therefore, these transactions qualify as party-in-interest transactions. Fees incurred by the Plan for the investment management services are included as a reduction of the return earned on each fund.

    The Plan invests in common stock of Eagle Materials Inc. (Eagle Common Stock). During the years ended December 31, 2025 and 2024, the Plan purchased and sold shares of Eagle Common Stock for approximately $474,000 and $575,000, respectively. The stock held in the Plan experienced net loss of approximately $2,076,000 in 2025. At December 31, 2025 and 2024, the Plan held 54,713 and 55,233 shares respectively of the parent company’s common stock, with a cost basis of $3,502,131 and $2,976,800, respectively.

    11


    EAGLE MATERIALS INC. RETIREMENT PLAN

    Notes to Financial Statements

    December 31, 2025

     

    NOTE 7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

    The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 2025 and 2024:

     

    December 31,

     

     

    2025

     

     

    2024

     

    Net assets available for benefits per the financial statements

     

    $

    338,484,512

     

     

    $

    293,265,091

     

    Interest receivable

     

     

    (5

    )

     

     

    (141

    )

    Employer's contribution receivable

     

     

    (9,870,212

    )

     

     

    (9,689,041

    )

    Net assets available for benefits per the Form 5500

     

    $

    328,614,295

     

     

    $

    283,575,909

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    December 31,

     

     

     

     

     

    2025

     

    Net increase in assets available for benefits reported in the financial statements

     

     

     

     

    $

    45,219,421

     

    Change in contributions receivable

     

     

     

     

     

    (181,035

    )

    Change in net assets available for benefits per the Form 5500

     

     

     

     

    $

    45,038,386

     

     

    NOTE 8. RISKS AND UNCERTAINTIES

    Plan assets are invested in funds and securities as directed by Plan participants. These investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Accordingly, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Statements of Net Assets Available for Benefits.

    NOTE 9. SUBSEQUENT EVENTS

    Subsequent events have been evaluated through the date the financial statements were issued and all necessary disclosures have been included.

    12


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    SUPPLEMENTAL SCHEDULE

     

     

    13


     

    EAGLE MATERIALS INC. RETIREMENT PLAN

    schedule h; line 4i – SCHEDULE OF ASSETS (HELD AT END OF YEAR)

     

    EIN#: 75-2520779

    PLAN #: 001

     

    DECEMBER 31, 2025

     

    (a)

     

    (b)
    Identity of Issue,
    Borrower, Lessor, or
    Similar Party

     

    (C)
    Description of Investment,
    Including Maturity Date,
    Rate of Interest, Collateral,
    Par, or Maturity Value

     

    (d)
    Cost

     

     

    (e)
    Current
    Value

     

    *

     

    Brokerage Link

     

    Participant Directed Investments

     

    **

     

     

    $

    3,594,939

     

    *

     

    Eagle Materials Inc.

     

    Common Stock

     

    **

     

     

     

    11,532,928

     

    *

     

    Fidelity

     

    Government MMKT

     

    **

     

     

     

    34,761

     

     

     

    Great Grey Trust

     

    Euro-Pacific Growth Trust Class CT

     

    **

     

     

     

    4,750,189

     

     

    Harbor Capital

     

    Appreciation Fund CIT Class R

     

    **

     

     

     

    15,100,429

     

    *

     

    Fidelity

     

    Core Plus Bond Fund Class I

     

    **

     

     

     

    2,401,883

     

     

    MFS

     

    Large Cap Value CT

     

    **

     

     

     

    5,640,095

     

     

    MFS

     

    Mid Cap Value Fund CT

     

    **

     

     

     

    7,522,215

     

     

    MFS

     

    Mid Cap Growth Fund CT

     

    **

     

     

     

    8,050,136

     

     

    Northern Trust

     

    ACWI Ex-US Investable Market Index CT

     

    **

     

     

     

    2,274,145

     

     

    Northern Trust

     

    Aggregate Bond Index Fund Non-Lending CT

     

    **

     

     

     

    3,474,223

     

     

    Northern Trust

     

    Extended Equity Market Index Fund-DC Non-Lending CT

     

    **

     

     

     

    5,287,722

     

     

    Northern Trust

     

    S&P 500 Index Fund-DC Non-Lending CT

     

    **

     

     

     

    39,427,859

     

     

    NY Life

     

    Guaranteed Investment Contract at 3.25%

     

    **

     

     

     

    4,985,334

     

     

    Principal

     

    Principal SmallCap Growth I R6

     

    **

     

     

     

    2,331,984

     

     

    Vanguard

     

    Vanguard Target Retirement 2020 Fund

     

    **

     

     

     

    11,172,548

     

     

    Vanguard

     

    Vanguard Target Retirement 2025 Fund

     

    **

     

     

     

    11,466,299

     

     

    Vanguard

     

    Vanguard Target Retirement 2030 Fund

     

    **

     

     

     

    46,802,048

     

     

    Vanguard

     

    Vanguard Target Retirement 2035 Fund

     

    **

     

     

     

    16,662,636

     

     

    Vanguard

     

    Vanguard Target Retirement 2040 Fund

     

    **

     

     

     

    50,888,572

     

     

    Vanguard

     

    Vanguard Target Retirement 2045 Fund

     

    **

     

     

     

    13,647,435

     

     

    Vanguard

     

    Vanguard Target Retirement 2050 Fund

     

    **

     

     

     

    20,763,083

     

     

    Vanguard

     

    Vanguard Target Retirement 2055 Fund

     

    **

     

     

     

    9,329,425

     

     

    Vanguard

     

    Vanguard Target Retirement 2060 Fund

     

    **

     

     

     

    10,717,562

     

     

    Vanguard

     

    Vanguard Target Retirement 2065 Fund

     

    **

     

     

     

    3,835,044

     

     

    Vanguard

     

    Vanguard Target Retirement 2070 Fund

     

    **

     

     

     

    1,485,486

     

     

    Vanguard

     

    Vanguard Target Retirement Income Fund

     

    **

     

     

     

    6,430,494

     

     

    Wells Fargo

     

    Special SmallCap Value Fund R6

     

    **

     

     

     

    1,617,139

     

    *

     

    Participants

     

    Notes receivable with interest rates from 5.25% to 10.50%.

     

     

    —

     

     

     

    7,387,687

     

     

    Total

     

     

     

     

     

     

    $

    328,614,300

     

     

    *Party-in-interest.

    **Cost omitted for participant directed investments

    14


     

     

     

     

    INDEX TO EXHIBITS

     

    Eagle Materials Inc. Retirement Plan

     

     

    Exhibit

    Number

    Exhibits

    23*

    Consent of BDO USA, P.C.

    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.

    104

    Cover Page Interactive File - (formatted as Inline XBRL and Contained in Exhibit 101)

     

    * Filed herewith.

     

    15


     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee which administers the Eagle Materials Inc. Retirement Plan has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

     

    EAGLE MATERIALS INC. RETIREMENT PLAN

     

     

     

     

    Date:

    June 23, 2026

    By:

    /s/ D. Craig Kesler

     

     

     

    D. Craig Kesler,

    Chairman, Administrative Committee

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    16


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    Eagle Materials Announces Fourth Quarter and Fiscal Year 2026 Results

    Achieved Record Annual Revenue Advanced Organic Growth Initiatives Enhanced Capital Structure to Support Continued Growth and Disciplined Capital Allocation Eagle Materials Inc. (NYSE:EXP) today reported financial results for fiscal year 2026 and the fiscal fourth quarter ended March 31, 2026. Notable items for the fiscal year and quarter are highlighted below. (Unless otherwise noted, all comparisons are with the prior fiscal year or prior year's fiscal fourth quarter, as applicable.) Full Year Fiscal 2026 Highlights Record Revenue of $2.3 billion, up 2% Net Earnings of $423.8 million, down 9% Net earnings per diluted share of $13.16, down 4% Adjusted EBITDA of $774.5 m

    5/19/26 6:30:00 AM ET
    $EXP
    Building Materials
    Industrials

    Eagle Materials Schedules Fourth Quarter and Fiscal 2026 Earnings Release and Conference Call With Senior Management

    Eagle Materials Inc. (NYSE:EXP) will release financial results for the fourth quarter and fiscal year 2026 ended March 31, 2026, on Tuesday, May 19, 2026, before the open of the NYSE and will host an investor conference call the same day, Tuesday, May 19, 2026, at 8:30 am Eastern Time (7:30 am Central Time). The call can be accessed as follows: Webcast and slide presentation: ir.eaglematerials.com/webcasts-presentations   The slides will be available for download in advance of the call.     Dial in: Domestic 833-630-0590   International 412-317-1829   Conference ID Eagle Materials Plea

    4/22/26 4:15:00 PM ET
    $EXP
    Building Materials
    Industrials

    $EXP
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

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    SEC Form SC 13G filed by Eagle Materials Inc

    SC 13G - EAGLE MATERIALS INC (0000918646) (Subject)

    10/9/24 12:28:52 PM ET
    $EXP
    Building Materials
    Industrials

    Amendment: SEC Form SC 13G/A filed by Eagle Materials Inc

    SC 13G/A - EAGLE MATERIALS INC (0000918646) (Subject)

    8/12/24 9:40:06 AM ET
    $EXP
    Building Materials
    Industrials

    SEC Form SC 13G/A filed by Eagle Materials Inc (Amendment)

    SC 13G/A - EAGLE MATERIALS INC (0000918646) (Subject)

    2/13/24 5:04:31 PM ET
    $EXP
    Building Materials
    Industrials

    $EXP
    SEC Filings

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    SEC Form 11-K filed by Eagle Materials Inc

    11-K - EAGLE MATERIALS INC (0000918646) (Filer)

    6/23/26 4:44:41 PM ET
    $EXP
    Building Materials
    Industrials

    SEC Form DEFA14A filed by Eagle Materials Inc

    DEFA14A - EAGLE MATERIALS INC (0000918646) (Filer)

    6/15/26 4:12:14 PM ET
    $EXP
    Building Materials
    Industrials

    SEC Form DEF 14A filed by Eagle Materials Inc

    DEF 14A - EAGLE MATERIALS INC (0000918646) (Filer)

    6/15/26 4:07:31 PM ET
    $EXP
    Building Materials
    Industrials

    $EXP
    Leadership Updates

    Live Leadership Updates

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    Eagle Materials Appoints David Rush to Its Board of Directors

    Eagle Materials Inc. (NYSE:EXP) announced today that it has appointed David Rush to its Board of Directors. Mr. Rush is the retired Chief Executive Officer of Builders FirstSource (NYSE:BLDR), the nation's largest supplier of structural building products, value-added components and services to the professional market for single-family and multi-family construction and repair and remodeling. Prior to his appointment as CEO, he held a variety of senior executive roles over his nearly 30-year career at Builders FirstSource, including serving as executive vice president of the Strategic Management Office (SMO) where he was responsible for developing processes to prioritize, coordinate and manag

    5/15/25 4:15:00 PM ET
    $BLDR
    $EXP
    RETAIL: Building Materials
    Consumer Discretionary
    Building Materials
    Industrials

    Radius Recycling, Inc. Appoints Mauro Gregorio to its Board of Directors

    PORTLAND, Ore., Oct. 24, 2024 (GLOBE NEWSWIRE) -- Radius Recycling, Inc. (NASDAQ:RDUS) announced that its Board of Directors has appointed Mauro Gregorio, the recently retired President of the Performance Materials & Coatings Division at Dow Inc. (NYSE:DOW), as a new independent director, effective November 1, 2024. Mr. Gregorio will serve on the Audit Committee and the Compensation and Human Resources Committee of the Board. Over his nearly 40-year career at Dow, Mr. Gregorio served in multiple roles, including leading the post-acquisition integration of Dow Corning, overseeing the company's feedstock and energy business unit, and serving as global Vice President for the Hygiene and Medi

    10/24/24 4:00:00 PM ET
    $DOW
    $EXP
    $RDUS
    Major Chemicals
    Industrials
    Building Materials
    Industrial Specialties

    Ferguson Enterprises Inc. Appoints Two New Directors and Announces Annual Meeting Date and Shareholder Proposal Deadlines

    Ferguson Enterprises Inc. (the "Company") today announces that it will hold its first annual meeting of stockholders (the "Annual Meeting") on December 5, 2024 as the successor registrant of Ferguson plc, subject to the consummation of the Merger (as defined below), and announces the appointment of Rekha Agrawal and Richard ("Rick") Beckwitt to the Company's board as non-employee directors ("NEDs"). "We are delighted to welcome Rekha and Rick to the Board," said Geoff Drabble, Board Chair of Ferguson Enterprises Inc. "They bring significant operational and leadership experience, creating value for large publicly listed companies operating in the U.S. Their industry knowledge and experienc

    6/3/24 4:30:00 PM ET
    $DHI
    $EXP
    $FERG
    Homebuilding
    Consumer Discretionary
    Building Materials
    Industrials