Every material Form 8-K Eagle Materials has filed with the SEC since January 29, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Eagle Materials reported fiscal second-quarter 2027 results for the period ended September 30, 2026. Revenue rose to a record $652.7 million from $638.9 million a year earlier, but net earnings fell to $111.5 million from $137.4 million, reflecting higher freight, fixed and maintenance costs and softer gypsum wallboard prices.
Revenue of $652.7 million vs. $638.9 million in the prior-year quarter; described as a record
Net earnings of $111.5 million vs. $137.4 million; diluted EPS of $3.63 vs. $4.23
Adjusted EBITDA of $202.7 million vs. $233.3 million, a non-GAAP measure
Repurchased 304,881 shares for about $62 million in the quarter; net leverage ratio 2.1x at September 30, 2026
Eagle Materials reported fiscal first-quarter 2027 results for the quarter ended June 30, 2026. Revenue rose 3% to a record $651.0 million, but net earnings fell 17% to $102.1 million and diluted earnings per share fell 13% to $3.29, as higher cement operating costs, an unexpected Mountain Cement equipment failure and higher diesel-related delivery costs weighed on profit.
Revenue of $651.0 million, up 3%; Cement sales volume up 8% to a record 2.1 million tons
Net earnings of $102.1 million, down 17% from $123.4 million; diluted EPS of $3.29 versus $3.76 a year earlier
Unexpected Mountain Cement equipment failure reduced earnings by about $6 million; the company expects to recover part of this through insurance
Repurchased 406,500 shares for about $84 million; net leverage ratio of 2.1x at June 30, 2026
Eagle Materials' Compensation Committee approved long-term incentive equity awards to a group of officers, including its named executive officers, effective May 21, 2026, as part of its annual compensation review. The awards combine performance-vesting and time-vesting restricted stock units and stock options, and the performance awards depend on average return on equity over fiscal 2027 through 2029 adjusted for total stockholder return, so the final share count for shareholders is uncertain.
Awards effective May 21, 2026, under the 2023 Equity Incentive Plan; stock options carry an exercise price of $199.13, the closing price on the grant date
Michael R. Haack, President and CEO, has a target equity award value of $6 million; D. Craig Kesler, CFO, $1.4 million
Performance awards vest over a three-year period ending at fiscal 2029 year-end, paying 50% to 200% of target
Time-vesting RSUs and options vest ratably on May 21, 2027, March 31, 2028 and March 31, 2029
Eagle Materials said Chief Accounting Officer and Controller William R. Devlin will retire effective June 1, 2026, after more than 20 years in the role, and will advise the company for about two to three months. Samuel M. Guzman Jr., currently Vice President - Financial Reporting, will take over as Senior Vice President, Chief Accounting Officer and Controller on the same date. The filing also covers new fiscal 2027 incentive bonus programs for officers.
William R. Devlin retires as Senior Vice President, Chief Accounting Officer and Controller effective June 1, 2026, and will stay on in an advisory role for about two to three months.
Samuel M. Guzman Jr. becomes Senior Vice President, Chief Accounting Officer and Controller effective June 1, 2026; he has been Vice President - Financial Reporting since July 2025 and was Chief Accounting Officer of Beacon Roofing Supply,
The Compensation Committee approved the Eagle Plan on May 15, 2026, with a bonus pool of 1.2% of fiscal 2027 operating earnings; no funds are available if operating earnings fall below 50% of budget.
Under the Business Unit Plan, the American Gypsum pool is set at 2.00% of EBITDA and the consolidated cement pool at 1.90%.
Eagle Materials reported fiscal 2026 revenue of $2.3 billion, up 2% and a record, but net earnings fell 9% to $423.8 million and diluted earnings per share fell 4% to $13.16. For the fourth quarter ended March 31, 2026, revenue rose 2% to $479.1 million while net earnings fell 10% to $60.2 million. The filing gives no earnings guidance, and management cited near-term uncertainty in demand.
Fiscal 2026 Light Materials operating earnings fell 15% to $331.4 million, mainly on lower Gypsum Wallboard volume and prices.
Fiscal 2026 Heavy Materials operating earnings rose 10% to $341.2 million, driven by higher Cement and Aggregates sales volume.
Company repurchased about 1.7 million shares for $382 million in fiscal 2026 and reported net debt of $1.5 billion at a 1.9x net leverage ratio.
Eagle Materials reported fiscal third-quarter results for the quarter ended December 31, 2025. Revenue was $556.0 million versus $558.0 million a year earlier, while net earnings fell to $102.9 million from $119.6 million and diluted EPS fell to $3.22 from $3.56, so earnings per share declined for shareholders. The company also repurchased about 648,000 shares for $142.6 million and issued $750 million of 10-year senior notes at 5.00%.
Revenue of $556.0 million, compared with $558.0 million a year earlier
Net earnings of $102.9 million and diluted EPS of $3.22, versus $119.6 million and $3.56
Adjusted EBITDA of $190.1 million, compared with $208.8 million a year earlier
Light Materials revenue fell 16% to $203.5 million, while Heavy Materials revenue rose 11% to $390.2 million
Eagle Materials sold $750.0 million of 5.000% senior notes due 2036 in an underwritten public offering that closed on November 13, 2025. The company expects net proceeds of about $734.9 million and plans to use part of them to repay all outstanding borrowings under its revolving credit facility.
Notes: $750.0 million principal, 5.000% annual interest, maturing March 15, 2036
Net proceeds of approximately $734.9 million after underwriting discounts and estimated expenses
Proceeds to repay all revolving credit facility borrowings, with the remainder for general corporate purposes
Notes are senior unsecured obligations, with no subsidiary guarantees
Eagle Materials reported record quarterly revenue of $638.9 million for the quarter ended September 30, 2025, but net earnings fell to $137.4 million from $143.5 million a year earlier. Diluted EPS was $4.23 versus $4.26, and wallboard volume declined 14%, while cement and aggregates volumes rose.
Revenue of $638.9 million, compared with $623.6 million in the prior-year quarter
Net earnings of $137.4 million, down from $143.5 million; diluted EPS $4.23 versus $4.26
Gypsum Wallboard sales volume fell 14% to 648 million square feet; Cement volume rose 8%
Repurchased 395,500 shares for approximately $89 million; net leverage ratio 1.6x
Director Richard R. Stewart resigned on August 1, 2025, effective when results of the August 4, 2025 annual meeting are certified. He said the resignation follows the company's director retirement policy and does not arise from any disagreement with the company. Shareholders elected George J. Damiris, Martin M. Ellen and David Rush to serve until the 2028 annual meeting, and approved an advisory say-on-pay resolution, a non-binding proposal to declassify the board, and Ernst & Young LLP as auditor for the fiscal year ending March 31, 2026.
Stewart's resignation letter was received August 1, 2025; it takes effect when the August 4, 2025 election results are certified.
Votes for directors: David Rush 29,249,106; George J. Damiris 28,765,498; Martin M. Ellen 27,440,559.
Board declassification proposal: 26,991,998 for and 2,264,406 against; the proposal is non-binding.
Ernst & Young LLP approval: 30,393,539 for and 464,986 against.
Eagle Materials reported results for the fiscal first quarter ended June 30, 2025. Revenue rose 4% to a record $634.7 million, but net earnings fell 8% to $123.4 million and diluted EPS fell 5% to $3.76, so shareholders saw higher sales alongside lower profit. The company also repurchased about 358,000 shares for $79 million.
Revenue of $634.7 million, up 4%; net earnings of $123.4 million, down 8%
Diluted EPS of $3.76, down 5%; Adjusted EBITDA of $215.0 million, down 4%
Repurchased about 358,000 shares for $79 million; debt of $1.3 billion and net leverage of 1.6x at quarter end
Eagle Materials' Compensation Committee approved annual long-term incentive equity awards to a group of officers, including its named executive officers, effective May 22, 2025. Performance awards depend on average return on equity over fiscal 2025 to 2028, adjusted for total stockholder return, while time-vesting awards vest in tranches through March 31, 2028. The filing discloses routine compensation terms rather than a change in leadership or financial results.
Grant date May 22, 2025; stock option exercise price is the closing price of $213.66
CEO Michael R. Haack's target equity award value is $6,000,115, with 10,531 PSUs and 8,247 performance-vesting options
CFO D. Craig Kesler's target equity award value is $1,400,482
Performance awards pay out at 50% of target at threshold and 200% of target at maximum over a three-year period ending fiscal 2028
Eagle Materials said director David B. Powers will not seek reelection at the 2025 annual meeting, when his term expires, under the company's director retirement policy. The company also approved its fiscal 2026 bonus programs, which tie officer pools to operating earnings and EBITDA. The filing describes no disagreement with the company and no financial results, so it is a governance and compensation update.
David B. Powers, a Class I director, will retire when his term expires at the 2025 annual meeting; he informed the company on May 16, 2025
Company said his decision does not arise from any disagreement on operations, policies or practices
Eagle Plan bonus pool is 1.2% of fiscal 2026 operating earnings; no funds if operating earnings fall below 50% of budget
Named executive bonus shares: Michael R. Haack 30.0%, D. Craig Kesler 14.0%, Matt Newby 9.0%
Eagle Materials reported fourth-quarter fiscal 2025 results for the quarter ended March 31, 2025, with revenue of $470.2 million, down 1%, and net earnings of $66.5 million, down 14%. For the full fiscal year, revenue reached a record $2.3 billion, but net earnings fell 3% to $463.4 million while record diluted EPS of $13.77 rose 1%, helped by share repurchases of 1.2 million shares for $298 million.
Q4 revenue of $470.2 million, down 1%; diluted EPS of $2.00, down 11%; adjusted EPS of $2.08, down 7%
Management cited adverse weather in the first two months of calendar 2025 and higher production costs, including a pulled-forward maintenance outage at Texas Lehigh cement facility
Fiscal 2025 record revenue of $2.3 billion; net earnings of $463.4 million, down 3%; record diluted EPS of $13.77, up 1%
Eagle announced a $330 million investment to modernize and expand its Duke, OK Gypsum Wallboard plant, with startup scheduled for the second half of calendar 2027
Eagle Materials appointed David Rush as a Class I director effective May 15, 2025, and placed him on the Audit and Compensation Committees. Rush retired last year as CEO of Builders FirstSource after nearly 30 years at that company. Board additions of this kind change board composition but the filing reports no financial results or changes to company operations.
Appointed as Class I director effective May 15, 2025
Joins the Audit Committee and Compensation Committee, effective immediately
Retired last year as CEO of Builders FirstSource after almost 30 years with the company
Will be paid pro rata in cash at an annual rate of $230,000 through July 31, 2025
Eagle Materials entered Amendment No. 2 to its unsecured credit agreement on February 4, 2025, with JPMorgan Chase Bank, N.A. as administrative agent. The new $300 million term loan A refinanced the existing $200 million term loan and partly repaid revolving loans, and the $750 million revolving facility was replaced, with both maturing February 4, 2030. The filing describes the terms as a refinancing and extension of existing borrowing capacity rather than a change in operations.
New senior unsecured term loan A of $300 million, fully drawn on February 4, 2025, replacing the $200 million existing term loan
New revolving facility of up to $750 million, replacing the existing revolver, with a $40 million letter of credit sub-facility and $25 million swingline sub-facility
Both the new term loan and revolver mature February 4, 2030, versus May 5, 2027 under the existing agreement
Uncommitted incremental facility of up to $375 million available under the credit agreement
Eagle Materials reported fiscal third-quarter results for the quarter ended December 31, 2024, with revenue of $558.0 million, compared with $558.8 million a year earlier. Net earnings fell to $119.6 million from $129.1 million, and diluted EPS was $3.56 versus $3.72, as adverse weather reduced cement and concrete volumes. The filing contains no updated guidance, and the lower profit per share is the main concern for shareholders.
Revenue of $558.0 million versus $558.8 million in the prior-year quarter
Net earnings of $119.6 million, or $3.56 per diluted share, versus $129.1 million, or $3.72 per diluted share
Heavy Materials operating earnings decreased 20% to $85.4 million on lower sales volume; Light Materials operating earnings rose 18% to $97.4 million
Repurchased about 195,000 shares for $55 million and announced the acquisition of Bullskin Stone and Lime, LLC
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