On August 3, 2023, our stockholders approved the Eagle Materials Inc. 2023 Equity Incentive Plan (the 2023 Plan), which reserves 1,425,000 shares for future grants of stock awards. Under the terms of the 2023 Plan, we can issue equity awards, including stock options, restricted stock units, restricted stock, and stock appreciation rights to employees of the Company, members of the Board of Directors, and consultants, independent contractors, and agents of the Company. The Compensation Committee of our Board of Directors (Compensation Committee) specifies grant terms for awards under the Plan.

In May 2025, the Compensation Committee awarded to certain officers and key employees an aggregate of 29,273 performance stock units and 14,712 performance stock options, which represents achievement of the target level of performance (collectively, the Performance Stock Awards or PSAs). For the Performance Stock Awards to be earned, the Company must achieve performance vesting criteria as modified based on the Company’s average absolute total stockholder return during the performance period. The performance vesting criteria are based upon certain levels of average annual return on equity (as defined in the Performance Stock Award Agreements) ranging from 10.0% to 20.0% measured at the end of fiscal 2028 (three-year performance period) as modified by total stockholder return. Performance outcomes (taking into account both criteria) will result in a threshold vesting percentage of 50% of target and maximum performance will result in a vesting percentage of 200% of target. If the threshold vesting percentage is not achieved none of the Performance Stock Awards will be earned.

Our Performance Stock Awards are evaluated on a quarterly basis with adjustments to compensation expense based on the likelihood of the performance targets being achieved or exceeded. The maximum expense for our outstanding Performance Stock Awards is approximately $17.4 million. Any forfeitures are recognized as a reduction to expense in the period in which they occur.

The fair value of the above Performance Stock Awards was determined using a Monte Carlo simulation. The following are key inputs in the Monte Carlo analysis for the Fiscal 2026 Employee Performance Stock Awards.



	Fiscal 2026


Measurement Period (in years)		2.86


Risk-Free Interest Rate		4.0	%


Dividend Yield		0.5	%


Volatility		31.3	%


Estimated Fair Value of Market-Based PSAs at Grant Date	$	213.66

In addition to the Performance Stock Awards discussed above, the Compensation Committee approved the granting to certain officers and key employees an aggregate of 14,712 time-vesting stock options which vest ratably over three years (the Fiscal 2026 Employee Time-Vesting Stock Option Grant) and 29,273 shares of time-vesting restricted stock units, which vest ratably over three years (the Fiscal 2026 Employee Restricted Stock Unit Time-Vesting Award). The Fiscal 2026 Employee Restricted Stock Unit Time-Vesting Award was valued at the closing price of the stock on the grant date and is being expensed over a three-year period. The Fiscal 2026 Employee Time-Vesting Stock Option Grant was valued at the grant date using the Black-Scholes option pricing model, which used similar inputs as the Monte Carlo analysis shown above.

In addition to the stock awards described above, we may issue additional equity awards, including stock options, restricted stock, and restricted stock units, to certain employees from time to time. Any options issued are valued using the Black-Scholes options pricing model on the grant date and expensed over the vesting period, while restricted stock and restricted stock units are valued using the closing price on the grant date and expensed over the vesting period.

Stock option expense for all outstanding stock option awards totaled approximately $0.5 million and $0.9 million for the three and six months ended September 30, 2025, respectively and $0.3 million and $0.6 million for the three and six months ended September 30, 2024, respectively. At September 30, 2025, there was approximately $3.2 million of unrecognized compensation cost related to outstanding stock options, which is expected to be recognized over a weighted-average period of 2.2 years.

The following table represents stock option activity for the six months ended September 30, 2025:



	Number of Shares				Weighted- Average Exercise Price


Outstanding Options at March 31, 2025		184,233		$		95.75


Granted		29,424		$		213.66


Exercised		(6,003	)	$		79.73


Cancelled		—		$		—


Outstanding Options at September 30, 2025		207,654		$		112.92


Options Exercisable at September 30, 2025		160,325


Weighted-Average Fair Value of Options Granted During the Year				$		90.94

The following table summarizes information about stock options outstanding at September 30, 2025:



	Options Outstanding						Options Exercisable


Range of Exercise Prices	Number of Shares Outstanding		Weighted- Average Remaining Contractual Life (in years)		Weighted- Average Exercise Price		Number of Shares Outstanding		Weighted- Average Exercise Price


$59.32 - $81.28		82,057		4.34	$	61.78		82,057	$	61.78


$91.21 - $100.88		32,852		2.76	$	94.95		32,852	$	94.95


$118.27 - $139.25		48,931		6.61	$	126.59		36,079	$	126.93


$143.09 - $261.76		43,814		2.51	$	206.91		9,337	$	182.32


		207,654		4.24	$	112.92		160,325	$	90.26

At September 30, 2025, the aggregate intrinsic value of the outstanding and exercisable options was approximately $25.0 million and $22.9 million, respectively. The total intrinsic value of options exercised during the six months ended September 30, 2025, was approximately $0.8 million.

The following table summarizes the activity for restricted stock units and nonvested restricted stock during the six months ended September 30, 2025:



	Number of Shares				Weighted- Average Grant Date Fair Value


Restricted Stock Units and Nonvested Restricted Stock at March 31, 2025		194,099		$		150.56


Granted		70,167		$		215.28


Vested		(73,347	)	$		107.09


Cancelled		—		$		—


Restricted Stock Units and Nonvested Restricted Stock at September 30, 2025		190,919		$		123.94

Expense related to restricted stock units and restricted stock was approximately $5.0 million and $9.4 million for the three and six months ended September 30, 2025, respectively, and $4.6 million and $8.8 million for the three and six months ended September 30, 2024, respectively. At September 30, 2025, there was approximately $27.8 million of unearned compensation from restricted stock units and nonvested restricted shares, which will be recognized over a weighted-average period of 1.6 years.

The number of shares available for future grants of stock options, restricted stock units, stock appreciation rights, and restricted stock under the Plan was 1,244,080 at September 30, 2025.