UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended
December 31, 2025
Commission File Number 1-12984
EAGLE MATERIALS INC.
(Exact name of registrant as specified in its charter)
Delaware (State of Incorporation)
75-2520779 (I.R.S. Employer Identification No.)
5960 Berkshire Lane, Suite 900, Dallas, Texas 75225 (Address of principal executive offices)
(214) 432-2000 (Registrant’s telephone number, including area code)
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 (par value $.01 per share)
EXP
New York Stock Exchange
NYSE Texas, Inc.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
Smaller reporting company
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of January 26, 2026, the number of outstanding shares of common stock was:
Class
Outstanding Shares
Common Stock, $.01 Par Value
31,432,138
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION (UNAUDITED)
Page
Item 1.
Consolidated Financial Statements
Consolidated Statements of Earnings for the Three and Nine Months Ended December 31, 2025 and 2024
1
Consolidated Statements of Comprehensive Earnings for the Three and Nine Months Ended December 31, 2025 and 2024
2
Consolidated Balance Sheets as of December 31, 2025, and March 31, 2025
3
Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2025 and 2024
4
Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended December 31, 2025 and 2024
5
Notes to Unaudited Consolidated Financial Statements
7
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
29
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
46
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
Legal Proceedings
47
Item 1a.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
48
SIGNATURES
49
ITEM 1. Consolidated Financial Statements
EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)
For the Three Months EndedDecember 31,
For the Nine Months EndedDecember 31,
2025
2024
(dollars in thousands, except share and per share data)
Revenue
$
555,956
558,025
1,829,552
1,790,333
Cost of Goods Sold
395,050
380,212
1,283,335
1,221,808
Gross Profit
160,906
177,813
546,217
568,525
Equity in Earnings of Unconsolidated Joint Venture
4,420
4,987
14,533
21,979
Corporate General and Administrative Expense
(24,010
)
(20,818
(66,109
(54,346
Other Non-Operating Income
1,644
1,381
3,729
4,788
Interest Expense, net
(13,712
(9,061
(34,790
(30,459
Earnings Before Income Taxes
129,248
154,302
463,580
510,487
Income Taxes
(26,345
(34,728
(99,932
(113,551
Net Earnings
102,903
119,574
363,648
396,936
EARNINGS PER SHARE
Basic
3.23
3.59
11.28
11.85
Diluted
3.22
3.56
11.21
11.75
WEIGHTED-AVERAGE SHARES OUTSTANDING
31,824,706
33,317,168
32,247,333
33,493,382
32,005,925
33,608,538
32,429,251
33,771,660
CASH DIVIDENDS PER SHARE
0.25
0.75
See Notes to Unaudited Consolidated Financial Statements.
EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (unaudited)
(dollars in thousands)
Net Actuarial Change in Defined Benefit Plans:
Amortization of Net Actuarial Loss
53
60
159
180
Tax Expense
(12
(15
(36
(45
Comprehensive Earnings
102,944
119,619
363,771
397,071
EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (unaudited)
December 31,
March 31,
ASSETS
Current Assets
Cash and Cash Equivalents
418,999
20,401
Accounts Receivable, net
208,511
212,332
Inventories
384,879
415,175
Income Tax Receivable
8,123
10,020
Prepaid and Other Assets
11,603
10,729
Total Current Assets
1,032,115
668,657
Property, Plant, and Equipment, net
1,984,828
1,792,982
Investment in Joint Venture
154,622
140,089
Operating Lease Right-of-Use Assets
30,108
29,313
Goodwill and Intangible Assets, net
588,019
595,752
Other Assets
53,743
37,795
Total Assets
3,843,435
3,264,588
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable
124,241
129,895
Accrued Liabilities
96,247
96,077
Operating Lease Liabilities
4,241
4,032
Income Taxes Payable
1,774
—
Current Portion of Long-Term Debt
15,000
Total Current Liabilities
241,503
245,004
Long-Term Debt
1,748,179
1,223,316
Noncurrent Operating Lease Liabilities
33,392
33,597
Other Long-Term Liabilities
65,836
66,029
Deferred Income Taxes
260,900
239,942
Total Liabilities
2,349,810
1,807,888
Stockholders’ Equity
Preferred Stock, Par Value $0.01; Authorized 5,000,000 Shares; None Issued
Common Stock, Par Value $0.01; Authorized 100,000,000 Shares; Issued and Outstanding 31,554,877 and 32,973,121 Shares, respectively
316
330
Capital in Excess of Par Value
Accumulated Other Comprehensive Losses
(3,002
(3,125
Retained Earnings
1,496,311
1,459,495
Total Stockholders’ Equity
1,493,625
1,456,700
EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the Nine Months Ended December 31,
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to Reconcile Net Earnings to Net Cash Provided by Operating Activities, Net of Effect of Non-Cash Activity:
Depreciation, Depletion, and Amortization
124,243
116,661
Deferred Income Tax Provision
20,958
1,457
Stock Compensation Expense
15,804
14,221
(14,533
(21,979
Changes in Operating Assets and Liabilities:
Accounts Receivable
3,821
20,606
30,296
(17,277
Accounts Payable and Accrued Liabilities
(9,187
(15,175
(24,348
(18,041
Income Taxes Payable (Receivable)
1,328
8,371
Net Cash Provided by Operating Activities
512,030
485,780
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to Property, Plant, and Equipment
(294,680
(146,975
Acquisition Spending
(24,881
Net Cash Used in Investing Activities
(171,856
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings Under Revolving Credit Facility
145,000
100,000
Repayment of Borrowings Under Revolving Credit Facility
(345,000
(185,000
Repayment of Term Loan
(11,250
(7,500
Proceeds from Issuance of 5.000% Senior Unsecured Notes
741,772
Payment of Debt Issuance Costs
(6,851
Dividends Paid to Stockholders
(24,477
(25,373
Purchase and Retirement of Common Stock
(310,282
(201,276
Payment of Excise Tax on Purchases and Retirement of Common Stock
(2,587
(3,331
Proceeds from Stock Option Exercises
535
6,260
Shares Redeemed to Settle Employee Taxes on Stock Compensation
(5,612
(1,456
Net Cash Provided by (Used in) Financing Activities
181,248
(317,676
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
398,598
(3,752
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
34,925
CASH AND CASH EQUIVALENTS AT END OF PERIOD
31,173
EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)
CommonStock
Capital inExcess ofPar Value
RetainedEarnings
AccumulatedOtherComprehensiveLosses
Total
Balance at March 31, 2024
341
1,311,567
(3,373
1,308,535
133,842
Stock Option Exercises and Restricted Share Vesting
56
4,539
Shares Redeemed to Settle Employee Taxes
(1,421
(3
(3,174
(83,168
(86,345
Dividends to Stockholders
(8,453
Unfunded Pension Liability, net of tax
45
Balance at June 30, 2024
338
1,353,788
(3,328
1,350,798
143,520
2,149
4,864
(35
(6,978
(54,312
(61,293
(8,399
Balance at September 30, 2024
335
1,434,597
(3,283
1,431,649
4,054
4,055
4,818
(2
(8,872
(46,777
(55,651
(8,351
Balance at December 31, 2024
334
1,499,043
(3,238
1,496,139
EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - CONTINUED (unaudited)
Balance at March 31, 2025
123,362
4,822
(1
(4,822
(756
(5,579
(79,400
(79,403
(8,169
41
Balance at June 30, 2025
326
1,494,532
(3,084
1,491,774
137,383
479
5,468
(5,947
5,914
(33
(4
(89,971
(89,975
(8,079
Balance at September 30, 2025
322
1,539,779
(3,043
1,537,058
5,514
(6
(5,570
(138,440
(144,016
(7,931
Balance at December 31, 2025
6
Eagle Materials Inc. and SubsidiariesNotes to Unaudited Consolidated Financial Statements
(A) BASIS OF PRESENTATION
The accompanying Unaudited Consolidated Financial Statements as of and for the three and nine months ended December 31, 2025, include the accounts of Eagle Materials Inc. and its majority-owned subsidiaries (collectively, the Company, us, or we) and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. These Unaudited Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission on May 20, 2025.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. In our opinion, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the information in the following Unaudited Consolidated Financial Statements of the Company have been included. The results of operations for interim periods are not necessarily indicative of the results for the full year.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
PENDING ADOPTION
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which focuses on the rate reconciliation and income taxes paid. ASU 2023-09 requires public entities to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts organized by specified categories with certain reconciling items broken out by nature and jurisdiction to the extent those items exceed a specified threshold. Additionally, all entities are required to disclose income taxes paid, net of refunds received, disaggregated by federal, state, local, and individual jurisdiction if the amount is at least 5% of the total income tax payments, net of refunds received. ASU 2023-09 is effective prospectively for annual periods beginning after December 15, 2024. Early adoption and retrospective application are permitted. ASU 2023-09 will not have any impact on the Company's results of operations, cash flows, and financial condition.
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income and Expenses (ASU 2024-03). ASU 2024-03 requires public business entities to disclose additional information about certain key expense categories within major income statement captions in the Notes to the Consolidated Financial Statements. The new standard is effective for fiscal years beginning after December 15, 2026, and is to be applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements.
In July 2025, the FASB issued Accounting Standards Update No. 2025-05, Credit Losses (Topic 326) – Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide all entities with a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of
estimating expected credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue from Contracts with Customers. The new standard is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. Entities that use the practical expedient and, if applicable, make the accounting policy election are required to apply the amendments prospectively. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements.
In September 2025, the FASB issued Accounting Standards Update No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), to modernize the accounting for and disclosure of internal-use software costs. The guidance removes all references to project stages, defines the threshold to begin capitalizing costs, and clarifies the disclosure requirements of capitalized software costs. The new standard is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years, and can be applied retrospectively, prospectively, or on a modified transition approach. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements.
(B) SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information is as follows:
Cash Payments:
Interest
42,180
37,223
77,765
110,683
Operating Cash Flows Used for Operating Leases
4,438
6,802
Noncash Financing Activities:
Right-of-Use Assets Obtained for Capitalized Operating Leases
3,325
19,588
Excise Tax on Share Repurchases
515
2,013
(C) ACQUISITION
On January 7, 2025, we purchased Bullskin Stone & Lime LLC, an aggregates business located in Western Pennsylvania (the Aggregate Acquisition) for approximately $149.9 million, which was accounted for under the acquisition method. The purchase price was funded through borrowings under our Revolving Credit Facility. Operations related to the Aggregate Acquisition are included in the Concrete and Aggregates segment of our segment reporting.
The following table summarizes the allocation of the purchase price to the fair value of assets acquired and liabilities assumed (based on Level 3 inputs of the fair value hierarchy) as of December 31, 2025.
8
Fair Value
1,443
3,354
Prepaid and Other Current Assets
229
Property, Plant, and Equipment
35,097
Intangible Assets
38,600
(327
(792
Total Net Assets Acquired
77,604
Goodwill
72,343
Total Purchase Price
149,947
The estimated useful lives assigned to Property, Plant, and Equipment range from 5 to 30 years. Goodwill represents the excess purchase price over the fair value of the assets acquired and the liabilities assumed. The Goodwill was generated by the availability of co-product sales and the opportunity associated with the expansion of our Aggregates business to the Western Pennsylvania region of the United States. All Goodwill generated from the Acquisition is deductible for income tax purposes.
The following table is a summary of the fair value estimates of the identifiable intangible assets and their weighted-average useful lives:
Weighted-Average Life(in years)
Fair Value(dollars in thousands)
Customer Relationships
15
38,100
Trade Name and Technology
500
Total Intangible Assets
The following table presents the Revenue and Operating Earnings related to the Acquisition that have been included in our Consolidated Statement of Earnings for the three and nine months ended December 31, 2025.
For the Three MonthsEndedDecember 31, 2025
For the Nine MonthsEndedDecember 31, 2025
7,567
24,371
Operating Earnings
1,065
5,438
Included in Operating Earnings shown above is approximately $1.7 million and $5.1 million related to depreciation and amortization for the three and nine months ended December 31, 2025, respectively.
9
(D) REVENUE
We earn Revenue primarily from the sale of products, which include cement, concrete, aggregates, gypsum wallboard, and recycled paperboard. The vast majority of Revenue from the sale of concrete, aggregates, and gypsum wallboard is originated by purchase orders from our customers, who are mostly third-party contractors and suppliers. Revenue from the sale of cement is recognized at the point-of-sale to customers under sales orders. Revenue from our Recycled Paperboard segment is generated mainly through long-term supply agreements. These agreements do not have a stated maturity date, but may be terminated by either party with a two to three-year notice period. We invoice customers upon shipment, and our collection terms range from 30 to 75 days. Revenue from the sale of cement, concrete, aggregates, and gypsum wallboard not related to long-term supply agreements is recognized upon shipment of the related products to customers, which is when title and ownership are transferred, and the customer is obligated to pay.
Revenue from sales under our long-term supply agreements is also recognized upon transfer of control to the customer, which generally occurs at the time the product is shipped from the production facility or terminal location. Our long-term supply agreements with customers define, among other commitments, the volume of product we must provide and the volume that the customer must purchase by the end of the defined periods. Pricing structures under our agreements are generally market-based, but are subject to certain contractual adjustments. Shortfall amounts, if applicable under these arrangements, are constrained and not recognized as Revenue until an agreement is reached with the customer and, therefore, are not subject to the risk of reversal.
The Company offers certain of its customers, including those with long-term supply agreements, rebates and incentives, which we treat as variable consideration. We adjust the amount of Revenue recognized for the variable consideration using the most likely amount method based on past history and projected volumes in the rebate and incentive period. Any amounts billed to customers for taxes are excluded from Revenue.
The Company has elected to treat freight and delivery charges we pay for the delivery of goods to our customers as a fulfillment activity rather than a separate performance obligation. When we arrange for a third party to deliver products to customers, fees for shipping and handling billed to the customer are recorded as Revenue, while costs we incur for shipping and handling are recorded as expenses and included in Cost of Goods Sold.
Other Non-Operating Income includes lease and rental income, asset sale income, non-inventoried aggregates sales income, distribution center income, and trucking income, as well as other miscellaneous revenue items and costs that have not been allocated to a business segment.
See Note (N) to the Unaudited Consolidated Financial Statements for disaggregation of Revenue by segment.
(E) ACCOUNTS RECEIVABLE
Accounts Receivable are shown net of the allowance for credit losses totaling $6.8 million and $6.7 million at December 31, 2025, and March 31, 2025, respectively. We perform ongoing credit evaluations of our customers’ financial condition and generally require no collateral from our customers. The allowance for non-collection of receivables is based on analysis of economic trends in the construction industry, detailed analysis of the expected collectability of past due accounts receivable, and the expected collectability of overall receivables. We have no significant credit risk concentration among our diversified customer base.
(F) INVENTORIES
Inventories are stated at the lower of average cost (including applicable material, labor, depreciation, and plant overhead) or net realizable value. Raw Materials and Materials-in-Progress include clinker, which is an intermediary product before it is ground into cement powder. Quantities of Raw Materials and Materials-in-Progress, Aggregates, and Coal inventories, are based on measured volumes, subject to estimation based on the
10
size and location of the inventory piles, and are converted to tonnage using standard inventory density factors. Inventories consist of the following:
Raw Materials and Materials-in-Progress
140,917
164,683
Finished Cement
57,604
67,711
Aggregates
13,839
17,681
Gypsum Wallboard
5,958
5,708
Recycled Paperboard
12,434
7,814
Repair Parts and Supplies
135,032
126,983
Fuel and Coal
19,095
24,595
(G) ACCRUED EXPENSES
Accrued Expenses consist of the following:
Payroll and Incentive Compensation
37,316
31,918
Benefits
16,647
16,950
5,852
7,689
Dividends
8,164
8,463
Property Taxes
5,485
5,836
Power and Fuel
3,239
4,045
Freight
4,952
3,664
Excise Tax
4,337
3,822
Legal and Professional
4,264
3,953
Sales and Use Tax
1,832
1,500
Other
4,159
8,237
11
(H) LEASES
We lease certain real estate, buildings, and equipment, including railcars and barges. Certain of these leases contain escalations of rent over the term of the lease, as well as options for us to extend the term of the lease at the end of the original term. These extensions range from periods of one year to 20 years. Our lease agreements do not contain material residual value guarantees or material restrictive covenants. In calculating the present value of future minimum lease payments, we use the rate implicit in the lease if it can be determined. Otherwise, we use our incremental borrowing rate in effect at the commencement of the lease to determine the present value of the future minimum lease payments. Additionally, we lease certain equipment under short-term leases with initial terms of less than 12 months; these short-term leases are not recorded on the balance sheet.
Lease expense for our operating and short-term leases is as follows:
Operating Lease Cost
2,253
1,982
6,712
5,933
Short-Term Lease Cost
375
317
1,516
962
Total Lease Cost
2,628
2,299
8,228
6,895
The Right-of-Use Assets and Lease Liabilities are reflected on our Balance Sheet as follows:
Operating Leases:
Current Operating Lease Liabilities
Total Operating Lease Liabilities
37,633
37,629
12
Future payments for operating leases are as follows:
Amount
Fiscal Year
2026 (remaining three months)
1,420
2027
5,227
2028
4,467
2029
4,044
2030
4,130
Thereafter
30,037
Total Lease Payments
49,325
Less: Imputed Interest
(11,692
Present Value of Lease Liabilities
Weighted-Average Remaining Lease Term (in years)
11.8
Weighted-Average Discount Rate
4.43
%
(I) EQUITY AWARDS
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.
Fiscal 2026 Equity Awards
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
13
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 August 2025, the Compensation Committee granted 9,735 shares of time-vesting restricted stock to members of the Board of Directors (the Fiscal 2026 Board of Directors Restricted Stock Award). Restricted stock granted under the Fiscal 2026 Board of Directors Restricted Stock Award vest one year after the grant date and were valued at the closing price of the stock on the grant date. The value of the Fiscal 2026 Board of Directors Restricted Stock Award is being expensed over a one-year period.
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.
14
STOCK OPTIONS
Stock option expense for all outstanding stock option awards totaled approximately $0.5 million and $1.3 million for the three and nine months ended December 31, 2025, respectively and $0.3 million and $0.9 million for the three and nine months ended December 31, 2024, respectively. At December 31, 2025, there was approximately $2.7 million of unrecognized compensation cost related to outstanding stock options, which is expected to be recognized over a weighted-average period of 2.0 years.
The following table represents stock option activity for the nine months ended December 31, 2025:
Numberof Shares
Weighted-AverageExercisePrice
Outstanding Options at March 31, 2025
184,233
95.75
Granted
29,424
Exercised
(6,936
77.10
Cancelled
Outstanding Options at December 31, 2025
206,721
113.16
Options Exercisable at December 31, 2025
159,789
Weighted-Average Fair Value of Options Granted During the Year
90.94
The following table summarizes information about stock options outstanding at December 31, 2025:
Options Outstanding
Options Exercisable
Range of Exercise Prices
Number ofSharesOutstanding
Weighted-AverageRemainingContractualLife (in years)
$59.32 - $81.28
81,124
4.09
61.80
$91.21 - $100.88
32,852
2.51
94.95
$118.27 - $139.25
48,931
6.36
126.59
36,476
126.88
$143.09 - $261.76
43,814
2.42
206.91
9,337
182.32
4.02
90.51
At December 31, 2025, the aggregate intrinsic value of the outstanding and exercisable options was approximately $19.5 million and $18.7 million, respectively. The total intrinsic value of options exercised during the nine months ended December 31, 2025, was approximately $1.0 million.
RESTRICTED STOCK UNITS AND RESTRICTED STOCK
The following table summarizes the activity for restricted stock units and nonvested restricted stock during the nine months ended December 31, 2025:
Weighted-AverageGrant DateFair Value
Restricted Stock Units and Nonvested Restricted Stock at March 31, 2025
194,099
150.56
70,167
215.28
Vested
(73,347
107.09
Restricted Stock Units and Nonvested Restricted Stock at December 31, 2025
190,919
123.94
Expense related to restricted stock units and restricted stock was approximately $5.0 million and $14.5 million for the three and nine months ended December 31, 2025, respectively, and $4.5 million and $13.3 million for the three and nine months ended December 31, 2024, respectively. At December 31, 2025, there was approximately $22.8 million of unearned compensation from restricted stock units and nonvested restricted shares, which will be recognized over a weighted-average period of 1.3 years.
The number of shares available for future grants of stock options, restricted stock units, stock appreciation rights, and restricted stock under the 2023 Plan was 1,243,958 at December 31, 2025.
(J) COMPUTATION OF EARNINGS PER SHARE
The calculation of basic and diluted common shares outstanding is as follows:
Weighted-Average Shares of Common Stock Outstanding
Effect of Dilutive Shares:
Assumed Exercise of Outstanding Dilutive Options
175,289
203,978
176,601
231,459
Less Shares Repurchased from Proceeds of Assumed Exercised Options
(74,668
(67,763
(75,339
(86,173
Restricted Stock and Restricted Stock Units
80,598
155,155
80,656
132,992
Weighted-Average Common Stock and Dilutive Securities Outstanding
Shares Excluded Due to Anti-Dilution Effects, Including Contingent Awards
39,215
5,476
35,999
4,047
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(K) PENSION AND EMPLOYEE BENEFIT PLANS
We historically sponsored several single-employer defined benefit plans, which we merged into a single plan on March 31, 2025. This defined benefit plan, along with our defined contribution plan, covers substantially all our employees. Benefits paid under the single-employer defined benefit plans covering certain hourly employees were historically based on years of service and the employee’s qualifying compensation over the last few years of employment. These plans have been frozen to new participants and new benefits over the last several years, with the last plan frozen during fiscal 2020. Our defined benefit plans are all fully funded, with plan assets exceeding the benefit obligation at March 31, 2025. Due to the frozen status and current funding of the single-employer pension plans, our expected pension expense for fiscal 2026 is less than $0.1 million.
(L) INCOME TAXES
Income Taxes for the interim periods presented have been included in the accompanying financial statements on the basis of an estimated annual effective tax rate. In addition to the amount of tax resulting from applying the estimated annual effective tax rate to pre-tax income, we will include, when appropriate, certain items treated as discrete events to arrive at an estimated overall tax amount. The effective tax rate for the nine months ended December 31, 2025, was approximately 22%, which is consistent with the tax rate for the nine months ended December 31, 2024. The effective tax rate was higher than the U.S. statutory rate of 21% mainly due to state income taxes, partially offset by a benefit recognized related to percentage depletion.
On July 4, 2025, H.R.1 - One Big Beautiful Bill Act (OBBBA) was signed into law. The OBBBA, among other provisions, makes permanent 100% bonus depreciation and restores expensing of domestic research expenditures. Changes in tax laws are recognized in the period of enactment. OBBBA did not have a material impact on the Company’s annual income tax rate or income tax expense, but the bonus depreciation provisions of the act will affect the timing of income tax payments in current and future periods.
(M) LONG-TERM DEBT
Long-Term Debt at December 31, 2025 was as follows:
Revolving Credit Facility
200,000
2.500% Senior Unsecured Notes Due 2031
750,000
5.000% Senior Unsecured Notes Due 2036
Term Loan
285,000
296,250
Total Debt
1,785,000
1,246,250
Less: Current Portion of Long-Term Debt
(15,000
Less: Unamortized Discount and Debt Issuance Costs
(21,821
(7,934
We have an unsecured $750.0 million revolving credit facility (the Revolving Credit Facility), which includes a separate $300.0 million term loan facility (the Term Loan). The Revolving Credit Facility also provides the
17
Company the option to increase the borrowing capacity by up to $375.0 million (for a total borrowing capacity of $1,125.0 million), provided the existing lenders, or new lenders, agree to such increase. The Revolving Credit Facility includes a $40.0 million letter of credit facility and a swingline loan sub-facility of $25.0 million, and expires on February 4, 2030.
The Revolving Credit Facility contains customary covenants for an unsecured investment-grade facility, including covenants that restrict the Company’s and/or its subsidiaries’ ability to incur additional debt; encumber assets; merge with or transfer or sell assets to other persons; and enter into certain affiliate transactions. The Revolving Credit Facility also requires the Company to maintain at the end of each fiscal quarter a Leverage Ratio of 3.50:1.00 or less and an Interest Coverage Ratio (both ratios, as defined in the Revolving Credit Facility) equal to or greater than 2.50 to 1.00 (collectively, the Financial Covenants).
At the Company’s option, outstanding loans under the Revolving Credit Facility bear interest, at a variable rate equal to either (i) the adjusted term SOFR rate (secured overnight financing rate), plus 10 basis points, plus an agreed spread (ranging from 100 to 162.5 basis points, which is established based on the Company's credit rating); (ii) in respect of any Revolving Loans (until such time as the then-existing Benchmark (as defined in the Revolving Credit Facility) is replaced in accordance with the Revolving Credit Facility), the adjusted daily simple SOFR rate, plus 10 basis points, plus an agreed spread (ranging from 100 to 162.5 basis points, which is established based on the Company's credit rating) or (iii) an Alternate Base Rate (as defined in the Revolving Credit Facility), which is the highest of (a) the Prime Rate (as defined in the Revolving Credit Facility) in effect on any applicable day, (b) the NYFRB Rate (as defined in the Revolving Credit Facility) in effect on any applicable day, plus ½ of 1%, and (c) the Adjusted Term SOFR (as defined in the Revolving Credit Facility) for a one-month interest period on any applicable day, or if such day is not a business day, the immediately preceding business day, plus 1.0%, in each case plus an agreed upon spread (ranging from 0 to 62.5 basis points), which is established quarterly based on the Company's credit rating. The Company is also required to pay a facility fee on unused available borrowings under the Revolving Credit Facility ranging from 9 to 22.5 basis points, which is established based on the Company's then credit rating.
The Company pays each lender a participation fee with respect to such lender’s participations in letters of credit, which fee accrues at the same Applicable Rate (as defined in the Revolving Credit Facility) used to determine the interest rate applicable to Eurodollar Revolving Loans (as defined in the Revolving Credit Facility), plus a fronting fee for each letter of credit issued by the issuing bank in an amount equal to 12.5 basis points per annum on the daily maximum amount then available to be drawn under such letter of credit. The Company also pays each issuing bank such bank’s standard fees with respect to issuance, amendment or extensions of letters of credit and other processing fees, and other standard costs and charges relating to such issuing bank’s letters of credit from time to time.
We had no outstanding borrowings under the Revolving Credit Facility. There was $9.9 million of letters of credit outstanding as of December 31, 2025, leaving us with $740.1 million of available borrowings under the Revolving Credit Facility, net of the letters of credit outstanding. We were in compliance with all Financial Covenants on December 31, 2025; therefore, the entire $740.1 million is available for future borrowings.
On February 4, 2025, we increased our Term Loan borrowings under the Revolving Credit Facility to $300.0 million, and used these proceeds to, among other things, pay down a portion of the Revolving Credit Facility. The Term Loan requires quarterly principal payments of approximately $3.8 million, with any unpaid amounts due upon maturity on February 4, 2030. At the Company’s option, principal amounts outstanding under the Term Loan bear interest as set forth in the Revolving Credit Facility (but not, for the avoidance of doubt, at a daily simple SOFR rate unless and until such time as the then-existing Benchmark (as defined in the Revolving Credit Facility) is replaced in accordance with the Revolving Credit Facility).
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On July 1, 2021, we issued $750.0 million aggregate principal amount of 2.500% senior notes due July 2031 (the 2.500% Senior Unsecured Notes). The 2.500% Senior Unsecured Notes are senior unsecured obligations of the Company and are not guaranteed by any of our subsidiaries. The 2.500% Senior Unsecured Notes were issued net of original issue discount of $6.3 million and have an effective interest rate of approximately 2.6%. The original issue discount is being amortized by the effective interest method over the 10-year term of the notes. The 2.500% Senior Unsecured Notes are redeemable prior to April 1, 2031, at a redemption price equal to 100% of the aggregate principal amount of the 2.500% Senior Unsecured Notes being redeemed, plus the present value of remaining scheduled payments of principal and interest from the applicable redemption date to April 1, 2031, discounted to the redemption date on a semi-annual basis at the Treasury rate plus 20 basis points. The 2.500% Senior Unsecured Notes are redeemable on or after April 1, 2031, at a redemption price equal to 100% of the aggregate principal amount of the 2.500% Senior Unsecured Notes being redeemed, plus accrued and unpaid interest to, but excluding, the applicable redemption date. If we experience certain change of control triggering events, we would be required to offer to repurchase the 2.500% Senior Unsecured Notes at a purchase price equal to 101% of the aggregate principal amount of the 2.500% Senior Unsecured Notes being repurchased, plus accrued and unpaid interest to, but excluding, the applicable redemption date. The indenture governing the 2.500% Senior Unsecured Notes contains certain covenants that limit our ability to create or permit to exist certain liens; enter into sale and leaseback transactions; and consolidate, merge, or transfer all or substantially all of our assets, and provides for certain events of default that, if any occurred, would permit or require the principal of and accrued interest on the 2.500% Senior Unsecured Notes to become or be declared due and payable.
On November 13, 2025, we issued $750.0 million aggregate principal amount of 5.000% senior notes due March 2036 (the 5.000% Senior Unsecured Notes). The 5.000% Senior Unsecured Notes are senior unsecured obligations of the Company and are not guaranteed by any of our subsidiaries. The 5.000% Senior Unsecured Notes were issued net of original issue discount of $8.2 million and have an effective interest rate of approximately 5.1%. The original issue discount is being amortized by the effective interest method over the term of the notes. The 5.000% Senior Unsecured Notes are redeemable prior to December 15, 2035, at a redemption price equal to the greater of (i) the present value of remaining scheduled payments of principal and interest from the applicable redemption date to December 15, 2035, discounted to the redemption date on a semi-annual basis at the Treasury rate plus 20 basis points, less interest accrued to the applicable redemption date and (ii) 100% of the aggregate principal amount of the 5.000% Senior Unsecured Notes being redeemed, plus, in either case, accrued and unpaid interest to, but excluding, the applicable redemption date. The 5.000% Senior Unsecured Notes are redeemable on or after December 15, 2035, at a redemption price equal to 100% of the aggregate principal amount of the 5.000% Senior Unsecured Notes being redeemed, plus accrued and unpaid interest to, but excluding, the applicable redemption date. If we experience certain change of control triggering events, we would be required to offer to repurchase the 5.000% Senior Unsecured Notes at a purchase price equal to 101% of the aggregate principal amount of the 5.000% Senior Unsecured Notes being repurchased, plus accrued and unpaid interest to, but excluding, the applicable repurchase date. The indenture governing the 5.000% Senior Unsecured Notes contains certain covenants that limit our ability to create or permit to exist certain liens; enter into sale and leaseback transactions; and consolidate, merge, or transfer all or substantially all of our assets, and provides for certain events of default that, if any occurred, would permit or require the principal of and accrued interest on the 5.000% Senior Unsecured Notes to become or be declared due and payable.
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(N) SEGMENT INFORMATION
Operating segments are defined as components of an enterprise that engage in business activities that earn revenue, incur expenses, and prepare separate financial information that is evaluated regularly by our chief operating decision maker (CODM), who is our President and Chief Executive Officer, to assist in allocating resources and assessing performance. This assessment is primarily based on segment earnings from operations, as management believes this is the best metric for segment operating performance. The CODM uses segment profit as part of his review of the monthly operating results on a segment basis. The actual monthly results are reviewed against budgeted amounts as well as the current year reforecast and prior year actual amounts. Interest and taxes are managed on a centralized basis and are not included in segment operating information.
Our business is organized into two sectors, within which there are four reportable business segments. The Heavy Materials sector includes the Cement and Concrete and Aggregates segments. The Light Materials sector includes the Gypsum Wallboard and Recycled Paperboard segments. The Company's operating segments are the same as the Company's reporting segments.
Our primary products, portland cement and gypsum wallboard, are essential for building, expanding, and repairing roads, highways, and residential, commercial, and industrial structures across America. We manufacture and sell our products through a network of more than 70 facilities spanning 21 states. Demand for our products is generally cyclical and seasonal, depending on economic and geographic conditions. Our operations are conducted in the United States and include the mining of limestone for the manufacture, production, distribution, and sale of portland cement (a basic construction material that is the essential binding ingredient in concrete); the grinding and sale of slag; the mining of gypsum for the manufacture and sale of gypsum wallboard; the manufacture and sale of recycled paperboard to the gypsum wallboard industry and other paperboard converters; the sale of readymix concrete; and the mining and sale of aggregates (crushed stone, sand, and gravel).
We operate eight modern cement plants, two slag grinding facilities, and over 30 cement distribution terminals. One cement plant, one slag plant, and six terminals are operated though our joint venture located in Buda, Texas (the Joint Venture). Our cement companies focus on the U.S. heartland and operate as an integrated network selling product primarily in California, Colorado, Illinois, Indiana, Iowa, Kansas, Kentucky, Missouri, Nebraska, Nevada, Ohio, Oklahoma, Tennessee, and Texas. We operate over 25 readymix concrete batch plants and seven aggregates processing plants, with annual production capacity of 9 million tons, in markets that are complementary to our cement network.
We operate five gypsum wallboard plants and a recycled paperboard mill. We distribute gypsum wallboard and recycled paperboard throughout the continental United States, with the exception of the Northeast.
We account for intersegment sales at market prices. For segment reporting purposes only, we proportionately consolidate our 50% share of the Joint Venture Revenue and Operating Earnings, consistent with the way management reports the segments within the Company for making operating decisions and assessing performance.
20
The following tables set forth certain financial information relating to our operations by segment. We do not allocate interest or taxes at the segment level, only at the consolidated Company level.
For the Three Months Ended December 31, 2025(dollars in thousands)
Cement
ConcreteandAggregates
Revenue from External Customers
283,496
68,999
175,874
27,587
Intersegment Revenue
8,309
4,500
20,251
33,060
Revenue from Joint Venture
29,366
321,171
73,499
47,838
618,382
Reconciliation of Revenue
(33,060
(29,366
Total Consolidated Revenue
Less:
Freight and Delivery
24,868
7,116
32,394
64,378
Parts, Supplies, and Services (Includes Maintenance)
48,696
13,681
4,998
3,899
71,274
Energy
35,960
2,219
8,427
4,266
50,872
Raw Materials
26,176
26,127
44,035
19,291
115,629
Labor and Fixed Costs
43,496
10,155
16,584
5,467
75,702
Depreciation, Depletion, and Amortization (1)
24,169
6,999
5,663
3,295
40,126
Purchased Cement
21,773
Other Segment Items
4,690
5,822
2,416
374
13,302
Segment Profit
91,343
1,380
61,357
11,246
165,326
Reconciliation of Segment Profit and Loss
Interest Expense
21
For the Nine Months Ended December 31, 2025(dollars in thousands)
938,475
224,361
580,872
85,844
28,226
12,530
61,694
102,450
86,961
1,053,662
236,891
147,538
2,018,963
(102,450
(86,961
85,672
22,003
104,332
212,007
165,330
38,869
15,609
10,356
230,164
108,050
7,015
25,539
12,640
153,244
76,541
86,261
130,451
60,549
353,802
130,603
31,178
47,723
16,329
225,833
70,231
20,927
18,676
10,873
120,707
60,878
64,156
15,159
17,237
5,026
101,578
292,201
15,479
221,305
31,765
560,750
.
22
For the Three Months Ended December 31, 2024(dollars in thousands)
259,890
56,405
209,493
32,237
9,084
4,311
23,921
26,426
295,400
60,716
56,158
621,767
(37,316
(26,426
21,490
7,881
35,506
64,877
48,748
9,636
4,804
2,902
66,090
36,068
1,836
8,807
3,523
50,234
22,103
26,886
45,788
24,029
118,806
40,869
8,456
15,505
5,433
70,263
23,029
5,261
6,414
3,723
38,427
16,404
(74
2,157
6,276
5,507
13,866
86,763
(1,397
86,393
11,041
182,800
23
For the Nine Months Ended December 31, 2024(dollars in thousands)
873,033
183,373
642,294
91,633
29,748
12,138
69,542
111,428
84,561
987,342
195,511
161,175
1,986,322
(111,428
(84,561
76,459
26,857
108,853
44
212,213
170,959
27,940
13,867
9,915
222,681
109,171
5,841
24,291
10,468
149,771
-
66,263
89,904
136,991
73,980
367,138
122,819
25,140
46,598
16,277
210,834
68,853
15,074
19,338
11,082
114,347
57,962
23,035
4,167
21,846
11,824
60,872
291,821
588
270,510
27,585
590,504
(1) Depreciation, Depletion, and Amortization for corporate assets was $1,484 and $3,536 for the three and nine months ended December 31, 2025, respectively, and $807 and $2,314 for the three and nine months ended December 31, 2024, respectively.
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Capital Expenditures
68,271
35,609
187,303
102,384
Concrete and Aggregates
6,392
4,668
19,020
18,795
29,450
2,560
76,964
9,925
5,174
4,309
8,111
12,425
Corporate and Other
758
224
3,282
3,446
110,045
47,370
294,680
146,975
Segment Assets
2,295,110
2,172,459
404,583
408,792
473,720
429,268
165,992
166,673
504,030
87,396
Cement Operating Earnings
Wholly Owned
86,923
81,776
277,668
269,842
Joint Venture
Cement Sales Volume (M tons)
1,687
1,541
5,543
5,156
174
161
507
517
1,861
1,702
6,050
5,673
25
Segment Operating Earnings, including the proportionately consolidated 50% interest in the revenue and expenses of the Joint Venture, represent Revenue, less direct operating expenses, segment Depreciation, and segment Selling, General, and Administrative expenses. We account for intersegment sales at market prices. Corporate assets consist mainly of cash and cash equivalents, general office assets, and miscellaneous other assets.
The basis used to disclose Identifiable Assets; Capital Expenditures; and Depreciation, Depletion, and Amortization conforms with the equity method, and is similar to how we disclose these accounts in our Unaudited Consolidated Balance Sheets and Unaudited Consolidated Statements of Earnings.
The segment breakdown of Goodwill is as follows:
227,639
118,877
118,099
116,618
7,538
470,672
469,894
Summarized financial information for the Joint Venture that is not consolidated is set out below. This summarized financial information includes the total amount for the Joint Venture and not our 50% interest in those amounts.
58,731
52,852
173,921
169,122
Gross Margin
11,882
12,483
38,192
49,277
8,864
10,058
29,631
44,312
136,018
128,384
Noncurrent Assets
219,238
207,910
38,691
25,618
Noncurrent Liabilities
6,445
30,152
26
(O) INTEREST EXPENSE
The following components are included in Interest Expense, net:
Interest Income
(1,556
(223
(2,071
(963
16,792
9,599
40,735
31,701
Other Expenses
688
474
1,636
1,424
Interest Capitalized
(2,212
(789
(5,510
(1,703
13,712
9,061
34,790
30,459
Interest Income includes interest earned on investments of excess cash. Components of Interest Expense include interest associated with the Revolving Credit Facility, Term Loan, Senior Unsecured Notes, and commitment fees based on the unused portion of the Revolving Credit Facility. Other Expenses include amortization of debt issuance costs and Revolving Credit Facility costs. Interest Capitalized is related primarily to our long term projects to expand and modernize our Mountain Cement facility in Wyoming, and the modernization of our gypsum wallboard plant in Oklahoma.
(P) COMMITMENTS AND CONTINGENCIES
We have certain deductible limits under our workers’ compensation and liability insurance policies for which reserves are established based on the undiscounted estimated costs of known and anticipated claims. We have entered into standby letter of credit agreements relating to workers’ compensation, auto, and general liability self-insurance. At December 31, 2025, we had contingent liabilities under these outstanding letters of credit of approximately $9.9 million.
In the ordinary course of business, we execute contracts involving indemnifications that are both standard in the industry and specific to a transaction, such as the sale of a business. These indemnifications may include claims relating to any of the following: environmental and tax matters; intellectual property rights; governmental regulations and employment-related matters; customer, supplier, and other commercial contractual relationships; construction contracts; and financial matters. While the maximum amount to which the Company may be exposed under such agreements cannot be estimated, management believes these indemnifications will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows. We currently have no outstanding guarantees.
We are currently contingently liable for performance under $48.5 million in performance bonds required by certain states and municipalities, and their related agencies. The bonds are principally for certain reclamation obligations and mining permits. We have indemnified the underwriting insurance company against any exposure under the performance bonds. In our past experience, no material claims have been made against these financial instruments.
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(Q) FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of our long-term debt has been estimated based on our current incremental borrowing rates for similar types of borrowing arrangements. The fair value of our 2.500% and 5.000% Senior Unsecured Notes at December 31, 2025, was as follows:
682,000
738,000
The estimated fair value of our long-term debt was based on quoted prices of similar debt instruments with similar terms that are publicly traded (estimated based on Level 1 input of the fair value hierarchy). The carrying values of Cash and Cash Equivalents, Accounts Receivable, Accounts Payable, and Accrued Liabilities approximate their fair values at December 31, 2025, because these assets and liabilities have short-term maturities. The fair value of our Term Loan also approximates the carrying value at December 31, 2025.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
EXECUTIVE SUMMARY
We are a leading U.S. manufacturer of heavy construction products and light building materials. Our primary products, portland cement and gypsum wallboard, are essential for building, expanding, and repairing roads, highways, and residential, commercial, and industrial structures across America. Headquartered in Dallas, Texas, Eagle manufactures and sells its products through a network of more than 70 facilities spanning 21 states. Demand for our products is generally cyclical and seasonal, depending on economic and geographic conditions. General economic downturns or localized downturns in the regions where we have operations may have a material adverse effect on our business, financial condition, and results of operations.
Our business is organized into two sectors: Heavy Materials, which includes the Cement and Concrete and Aggregates segments, and Light Materials, which includes the Gypsum Wallboard and Recycled Paperboard segments. Financial results and other information for the three and nine months ended December 31, 2025, and 2024, are presented on a consolidated basis and by business segment.
We conduct one of our cement operations through a joint venture, Texas Lehigh Cement Company LP, which is located in Buda, Texas (the Joint Venture). We own a 50% interest in the Joint Venture and account for our interest under the equity method of accounting. We proportionately consolidate our 50% share of the Joint Venture’s Revenue and Operating Earnings in the presentation of our Cement segment, which is the way management organizes financial information with respect to the segments within the Company for making operating decisions and assessing performance.
All our business activities are conducted in the United States. These activities include the mining of limestone for the manufacture, production, distribution, and sale of portland cement, including portland limestone cement (a basic construction material that is the essential binding ingredient in concrete); the grinding and sale of slag; the mining of gypsum for the manufacture and sale of gypsum wallboard; the manufacture and sale of recycled paperboard to the gypsum wallboard industry and other paperboard converters; the sale of readymix concrete; and the mining and sale of aggregates (crushed stone, sand, and gravel).
On August 9, 2024, we finalized the acquisition of an aggregates business in Northern Kentucky. The purchase price of the acquisition was approximately $24.9 million. This business is included in our Heavy Materials sector, and its results of operations are reported in the Concrete and Aggregates business segment from the date of purchase.
On January 7, 2025, we acquired Bullskin Stone & Lime LLC in Western Pennsylvania. The purchase price of this acquisition was approximately $149.9 million. This acquisition is included in our Heavy Materials sector, and its results of operations are reported in the Concrete and Aggregates business segment from the date of purchase. See Note (C) in the Notes to Unaudited Consolidated Financial Statements for more information regarding this acquisition.
The above acquisitions are collectively referred to as the Aggregates Acquisitions in the following discussion of our Results of Operations.
MARKET CONDITIONS AND OUTLOOK
In the first nine months of fiscal year 2026, conditions in our markets were mixed, with a favorable environment for our Heavy Materials business and a more challenging Light Materials environment. Federal, state, and local budgets for public infrastructure projects remained strong, and spending across certain non-residential end markets continued to be elevated, driving demand for cement. In this environment, our Cement sales volume was up approximately 7% during the first nine months of our fiscal year. The outlook for cement demand in our markets continues to be favorable, as a significant amount of the funds from the trillion-dollar Infrastructure
Investment and Jobs Act (IIJA) remains to be spent, and state Department of Transportation (DOT) budgets remain strong.
The backdrop for residential construction activity remained challenging in the first nine months of our fiscal 2026, primarily because of housing affordability concerns driven by persistently elevated mortgage interest rates, as well as other macroeconomic uncertainties. At the same time, the national supply of homes remains constrained by years of underbuilding. Recently, new home construction has slowed as builders have pulled back on production because of mixed demand signals and higher levels of new home inventory in certain markets. This recent pullback affected our wallboard sales volume, which was down approximately 8% in the first nine months of our fiscal year. The path ahead for mortgage rates, and the corresponding effect on residential construction activity, is unclear, and thus the timing of a recovery in new-home construction remains uncertain.
Cost Outlook
We believe we are well-positioned to manage our cost structure and meet our customers’ needs. Our major costs include raw materials, energy, freight, labor, and maintenance.
Our substantial raw material reserves for our Cement, Aggregates, and Gypsum Wallboard businesses, and their proximity to our respective manufacturing facilities support our low-cost producer position across all our business segments.
Paper is a significant cost component in our Recycled Paperboard and Gypsum Wallboard businesses. The primary raw material used to produce paperboard is old corrugated containers (OCC). Recently, OCC prices have been declining; however, recycled fiber prices are subject to change on short notice due to several factors, including supply of OCC and demand for OCC from both domestic and international companies. Our current customer contracts for gypsum liner include price adjustments that partially compensate for changes in the cost of raw materials, such as recycled fiber, and energy, including natural gas and electricity. However, because these price adjustments are not realized until future quarters, changes to material costs in our Gypsum Wallboard segment could be delayed until the effects of these price adjustments are realized.
Energy costs decreased slightly in the third quarter of our fiscal year 2026, and are expected to remain relatively stable over the near future.
Freight costs for our Gypsum Wallboard segment increased during the third quarter of fiscal 2026 and are expected to remain at similar levels for the rest of the fiscal year. Freight costs for our Cement segment, which relies mostly on rail delivery, increased slightly in the third quarter, and are also expected to remain stable over the remainder of the fiscal year.
Labor shortages, primarily of truck drivers, can adversely affect our Concrete business. Any worsening of labor constraints could cause delays and inefficiencies in this business.
Maintenance costs are a significant part of our total operating expenses, and we expect a low single-digit increase in inflation for maintenance in the remainder of our fiscal 2026, as equipment and contractor costs remain elevated.
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RESULTS OF OPERATIONS
THREE MONTHS ENDED December 31, 2025, Compared WITH THREE MONTHS ENDED December 31, 2024
For the Three Months Ended December 31,
PercentageChange
(in thousands, except per share)
(395,050
(380,212
(10
)%
(11
51
(16
Income Tax Expense
(24
(14
Diluted Earnings per Share
Revenue decreased by $2.0 million to $556.0 million for the three months ended December 31, 2025. Excluding the $7.6 million related to the Aggregates Acquisition, Revenue decreased $9.6 million. Lower gross sales prices and Sales Volume adversely affected Revenue by approximately $7.3 million and $2.3 million. The lower Sales Volume was mostly related to our Gypsum Wallboard segment.
Cost of Goods Sold increased by $14.9 million, or 4%, to $395.1 million for the three months ended December 31, 2025. Excluding the $6.5 million related to the Aggregates Acquisition, Cost of Goods Sold increased $8.4 million, or 2%. The increase was due to higher operating costs of $6.8 million and higher Sales Volume of $1.6 million.
Gross Profit decreased 10% to $160.9 million during the three months ended December 31, 2025. Excluding the $1.1 million of Gross Profit related to the Aggregates Acquisition, Gross Profit decreased $18.0 million, or 10%. The decrease was primarily related to lower gross sales prices and Sales Volume of $7.3 million and $3.9 million, respectively, as well as increased operating costs of $6.8 million. The gross margin declined to 29%, primarily because of lower gross sales prices and higher operating costs.
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Equity in Earnings of our Unconsolidated Joint Venture decreased by $0.6 million, or 11%, for the three months ended December 31, 2025. The decrease was due to lower gross sales prices of $2.7 million, which were offset by higher Sales Volume of $1.1 million and lower operating costs of $1.0 million. Decreased operating costs were primarily a result of lower maintenance and other fixed costs of $2.1 million and $1.3 million, respectively, which were partially offset by higher raw materials and freight costs of $1.5 million and $0.7 million, respectively.
Corporate General and Administrative
Corporate General and Administrative expenses increased by approximately $3.2 million, or 15%, for the three months ended December 31, 2025. The increase was due primarily to business-development and professional services and information technology costs of $1.4 million and $1.2 million, respectively.
Other Non-Operating Income consists of a variety of items that are unrelated to segment operations and include non-inventoried Aggregates income, asset sales, and other miscellaneous income and cost items.
Interest Expense, Net
Interest Expense, net increased by approximately $4.7 million, or 51%, during the three months ended December 31, 2025. This increase was mainly due to increased interest expense of approximately $4.7 million on our 5.000% Senior Unsecured Notes due May 2036, which were issued on November 13, 2025, and $1.0 million of higher interest on our Term Loan, which was increased to $300.0 million in February 2025. This was partially offset by higher Interest Capitalized of approximately $1.4 million. The increase in Interest Capitalized was due primarily to capital spending for the expansion and modernization of our cement plant in Laramie, Wyoming and our gypsum wallboard plant in Oklahoma.
Earnings Before Income Taxes decreased to $129.2 million during the three months ended December 31, 2025, primarily as a result of lower Gross Profit and Equity in Earnings of Unconsolidated Joint Venture, and higher Corporate General and Administrative expense and Interest Expense, net.
Income Tax Expense was $26.3 million for the three months ended December 31, 2025, compared with $34.7 million for the three months ended December 31, 2024. The effective tax rate declined to 20% from 23% in the prior-year period. The decline in the effective tax rate was primarily due to a benefit recognized in the current year related to certain income tax credits.
Net Earnings decreased 14% to $102.9 million for the three months ended December 31, 2025.
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nine MONTHS ENDED december 31, 2025, Compared WITH nine MONTHS ENDED december 31, 2024
(1,283,335
(1,221,808
(34
(22
(9
(8
(5
Revenue increased by $39.3 million, or 2%, to $1,829.6 million for the nine months ended December 31, 2025. Excluding the $30.6 million related to the Aggregates Acquisition, Revenue increased $8.7 million. Higher Sales Volumes positively affected Revenue by $21.4 million, and were partially offset by lower gross sales prices, which adversely affected Revenue by approximately $12.7 million.
Cost of Goods Sold increased by $61.5 million, or 5%, to $1,283.3 million for the nine months ended December 31, 2025. Excluding the $24.4 million related to the Aggregates Acquisition, Cost of Goods Sold increased $37.1 million, or 3%.The increase was due to higher Sales Volume and operating costs of $19.1 million and $18.0 million, respectively. Higher operating costs were primarily related to our Gypsum Wallboard and Cement businesses and are discussed further in the segment analysis.
Gross Profit decreased 4% to $546.2 million during the nine months ended December 31, 2025. Excluding the $6.2 million of Gross Profit related to the Aggregates Acquisition, Gross Profit decreased $28.5 million, or 5%. The decrease was primarily related to higher operating costs and lower gross sales prices of $18.0 million and $12.7 million, respectively, partially offset by higher Sales Volume of $2.2 million. The gross margin declined to 30%, primarily because of higher operating costs and lower gross sales prices.
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Equity in Earnings of our Unconsolidated Joint Venture decreased by $7.5 million, or 34%, for the nine months ended December 31, 2025. The decrease was due to increased operating costs and lower sales volume of $11.1 million and $0.4 million, respectively, which were partially offset by $4.0 million of increased gross sales prices. Increased operating costs resulted primarily from higher raw materials, freight, energy, and fixed costs, which reduced operating earnings by $4.6 million, $2.2 million, $1.9 million, and $1.8 million, respectively.
Corporate General and Administrative expenses increased by approximately $11.8 million, or 22%, for the nine months ended December 31, 2025. The increase was due primarily to higher salary and incentive compensation, information technology costs, and business-development and professional fees of $4.3 million, $3.1 million, and $3.3 million, respectively.
Interest Expense, net increased by approximately $4.3 million, or 14%, during the nine months ended December 31, 2025. This increase was mainly due to increased interest expense of approximately $4.7 million on our 5.000% Senior Unsecured Notes due May 2036, which were issued on November 13, 2025, and $4.3 million of higher interest on our Term Loan, which was increased to $300.0 million in February 2025. This was partially offset by higher Interest Capitalized of approximately $3.8 million, and higher interest income of $1.1 million. The increase in Interest Capitalized was due primarily to capital spending for the expansion and modernization of our cement plant in Laramie, Wyoming and our gypsum wallboard plant in Oklahoma
Earnings Before Income Taxes decreased to $463.6 million during the nine months ended December 31, 2025, primarily as a result of lower Gross Profit and Equity in Earnings of Unconsolidated Joint Venture, and higher Corporate General and Administrative expense and Interest Expense, net.
Income Tax Expense was $99.9 million for the nine months ended December 31, 2025, compared with $113.6 million for the nine months ended December 31, 2024. The effective tax rate remained at 22%, consistent with the prior-year period.
Net Earnings decreased 8% to $363.6 million for the nine months ended December 31, 2025.
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Three and nine MONTHS ENDED December 31, 2025, COMPARED WITH three and nine MONTHS ENDED December 31, 2024, BY SEGMENT
The following presents results within our two business sectors for the three and nine months ended December 31, 2025, and 2024. Revenue and operating results are organized by sector and discussed by individual business segments.
Heavy Materials
CEMENT (1)
(in thousands, except per ton information)
Revenue, including Intersegment and Joint Venture
Less Intersegment Revenue
(8,309
(9,084
(28,226
(29,748
Less Joint Venture Revenue
Sales Volume (M Tons)
Freight and Delivery Costs billed to Customers (2)
(17,226
(16,572
(60,182
(57,561
Average Net Sales Price, per ton (3)
154.52
156.82
155.46
156.46
Operating Margin, per ton
49.08
50.98
48.30
51.44
(1) Total of wholly owned subsidiaries and proportionately consolidated 50% interest of the Joint Venture’s results.
(2) Excludes the cost of freight from our plants to our distribution terminals.
(3) Net of freight per ton, including Joint Venture.
Three months ended December 31, 2025
Cement Revenue was $321.2 million, a 9% increase, for the three months ended December 31, 2025. This increase was due to higher Sales Volume, which increased Cement Revenue by $26.0 million, and was partially offset by lower gross sales prices, which decreased Cement Revenue by $0.2 million.
Cement Operating Earnings increased by $4.6 million to $91.3 million for the three months ended December 31, 2025. The increase was due to higher Sales Volume of $8.1 million, which was partially offset by higher operating costs of $3.4 million and lower gross sales prices of $0.2 million. The increase in operating costs was mainly due to higher freight and purchased raw materials costs of approximately $1.6 million and $1.8 million, respectively. The Operating Margin decreased to 28% from 29% because of higher operating costs and lower gross sales prices.
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Nine months ended December 31, 2025
Cement Revenue was $1,053.7 million, a 7% increase, for the nine months ended December 31, 2025. This increase was due to higher gross sales prices and Sales Volume, which increased Cement Revenue by $3.9 million and $62.5 million, respectively.
Cement Operating Earnings increased by $0.4 million to $292.2 million for the nine months ended December 31, 2025. The increase was due to higher Sales Volume and higher gross sales prices of $19.8 million and $3.9 million, respectively, which were partially offset by higher operating costs of $23.3 million. The increase in operating costs was mainly due to higher freight, purchased raw materials, and labor and other fixed costs of approximately $4.1 million, $13.3 million, and $9.4 million, respectively. These higher costs were partially offset by lower maintenance and energy costs of approximately $5.6 million and $2.6 million, respectively. The Operating Margin decreased to 28% from 30% because of higher operating costs, partially offset by the increase in gross sales prices.
CONCRETE AND AGGREGATES
Revenue, including Intersegment
(4,500
(4,311
(12,530
(12,138
Sales Volume
M Cubic Yards of Concrete
298
967
989
M Tons of Aggregate
1,612
893
81
5,328
2,671
99
Average Net Sales Price
Concrete, Per Cubic Yard
153.44
147.53
152.52
148.46
Aggregates, Per Ton
14.19
13.19
14.25
12.83
Operating Earnings (Loss)
n/m
2532
Concrete and Aggregates Revenue increased 21% to $73.5 million for the three months ended December 31, 2025. Excluding the Aggregates Acquisition, Revenue increased $5.2 million, or 9%. The increase was due to higher Concrete gross sales prices of $1.9 million and higher Aggregates Sales Volume of $4.3 million, which was partially offset by lower Aggregates gross sales prices (excluding the Aggregates Acquisition), which reduced Revenue by $1.0 million.
Operating Earnings were approximately $1.4 million. Excluding the Aggregates Acquisition, Operating Earnings increased $1.7 million. The increase was due to higher gross sales prices of $0.9 million and Sales Volume of $1.0 million, which were partially offset by higher operating costs of $0.2 million. Excluding the Aggregates
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Acquisition, Sales Volume increased 34%, with most of the increase in our Northern Colorado and Northern Kentucky markets
Concrete and Aggregates Revenue increased 21% to $236.9 million for the nine months ended December 31, 2025. Excluding the Aggregates Acquisition, Revenue increased $10.8 million, or 6%. The increase was due to higher Aggregates Sales Volume of $12.6 million and higher Concrete gross sales prices of $3.9 million, which were partially offset by lower Concrete Sales Volume and Aggregates gross sales prices, which reduced Revenue by $3.3 million and $2.4 million, respectively.
Operating Earnings were approximately $15.5 million, a 2,532% increase. Excluding the Aggregates Acquisition, Operating Earnings increased $8.7 million, or 1,480%. The increase was due to higher Aggregates Sales Volume and higher gross sales prices, which positively affected Operating Earnings by $4.0 million and $1.6 million, respectively, as well as lower operating costs of $3.1 million. Excluding the Aggregates Acquisition, Sales Volume increased 33%, with most of the increase in our Northern Colorado and Northern Kentucky markets. The decrease in operating costs was primarily due to lower materials and maintenance expenses of approximately $2.0 million and $1.2 million, respectively.
Light Materials
GYPSUM WALLBOARD
Sales Volume (MMSF)
637
737
2,069
2,246
Freight and Delivery Costs Billed to Customers
(32,394
(35,506
(104,332
(108,854
Average Net Sales Price, per MSF (1)
225.19
236.11
230.35
237.49
Freight, per MSF
50.85
48.18
50.43
48.47
Operating Margin, per MSF
96.32
117.22
(18
106.96
120.44
(29
(1) Net of freight per MSF.
Gypsum Wallboard Revenue was $175.9 million, a 16% decrease for the three months ended December 31, 2025. Lower gross sales prices and Sales Volume reduced Revenue by approximately $5.2 million and $28.4 million, respectively. Our market share remained relatively consistent during the three months ended December 31, 2025.
Operating Earnings decreased 29% to $61.4 million, primarily because of lower gross sales prices and Sales Volume of $5.2 million and $11.7 million, as well as higher operating costs of $8.1 million. The higher operating costs were primarily related to freight, maintenance, energy, and fixed costs, which reduced Operating Earnings
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by approximately $1.7 million, $0.9 million, $0.8 million, and $3.8 million, respectively. Operating Margin decreased to 35% for the three months ended December 31, 2025, primarily because of lower gross sales prices and higher operating costs.
Gypsum Wallboard Revenue was $580.9 million, a 10% decrease for the nine months ended December 31, 2025. Lower gross sales prices and Sales Volume reduced Revenue by approximately $10.8 million and $50.6 million, respectively. Our market share remained relatively consistent during the nine months ended December 31, 2025.
Operating Earnings decreased 18% to $221.3 million, primarily because of lower gross sales prices and Sales Volume of $10.8 million and $21.3 million, respectively, as well as higher operating costs of $17.1 million. The higher operating costs were primarily related to freight, maintenance, energy, and input costs, which reduced Operating Earnings by approximately $4.2 million, $2.7 million, $2.9 million, and $3.5 million, respectively. Operating Margin decreased to 38% for the nine months ended December 31, 2025, primarily because of lower gross sales prices and higher operating costs.
RECYCLED PAPERBOARD
(20,251
(23,921
(61,694
(69,542
90
253
266
Average Net Sales Price, per ton (1)
588.77
627.04
583.87
606.68
138.84
122.68
125.55
103.70
(1) Net of freight per ton.
Recycled Paperboard Revenue decreased 15% to $47.8 million during the three months ended December 31, 2025. The decrease was due to lower sales volume and lower gross sales prices, which decreased revenue by $5.2 million and $3.1 million, respectively.
Operating Earnings increased 2% to $11.2 million, primarily because of lower operating costs, which increased Operating Earnings by $4.3 million. This was partially offset by lower gross sales prices and Sales Volume, which reduced Operating Earnings by approximately $3.1 million and $1.0 million, respectively. The decrease in operating costs was primarily related to lower input costs, namely fiber, of approximately $4.6 million, which were partially offset by higher energy costs of $0.8 million. Operating Margin increased to 24%, largely due to the decrease in operating costs. Although the Company has certain pricing provisions in its long-term sales agreements, prices are adjusted only at certain times throughout the year, so price adjustments are not always reflected in the same period as the change in costs.
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Recycled Paperboard Revenue decreased 8% to $147.5 million during the nine months ended December 31, 2025. The decrease was due to lower gross sales prices and Sales Volume, which decreased revenue by $5.8 million and $7.8 million, respectively. Lower gross sales prices were related to the pricing provisions in our long-term sales agreements.
Operating Earnings increased 15% to $31.8 million, primarily because of lower operating costs, which increased Operating Earnings by $11.3 million. This was partially offset by lower gross sales prices and Sales Volume, which reduced Operating Earnings by approximately $5.8 million and $1.3 million, respectively. The decrease in operating costs was primarily related to lower input costs, namely fiber, of approximately $13.9 million, which were partially offset by higher energy and fixed costs of $2.0 million and $0.2 million, respectively. Operating Margin increased to 22%, with the decrease in operating costs offsetting the lower gross sales prices. Although the Company has certain pricing provisions in its long-term sales agreements, prices are adjusted only at certain times throughout the year, so price adjustments are not always reflected in the same period as the change in costs.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to adopt accounting policies and make significant judgments and estimates to develop amounts disclosed in the financial statements. In many cases, alternative policies or estimation techniques could be used. We maintain a thorough process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare our financial statements. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and the receipt of new or better information.
Information regarding our Critical Accounting Policies can be found in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (the Annual Report). The three Critical Accounting Policies that we believe are material to our financial statements, and require either the most judgment, or the selection or application of alternative accounting policies, are those related to long-lived assets, goodwill, and business combinations. Management has discussed the development and selection of these Critical Accounting Policies and estimates with the Audit Committee of our Board of Directors and with our independent registered public accounting firm. In addition, Note (A) in the Notes to Consolidated Financial Statements in our Annual Report contains a summary of our significant accounting policies.
Refer to Note (A) in the Notes to Unaudited Consolidated Financial Statements of this Quarterly Report on Form 10-Q for information regarding recently issued accounting pronouncements that may affect our financial statements.
LIQUIDITY AND CAPITAL RESOURCES
At this time, we believe we have access to sufficient financial resources from our liquidity sources to fund our business and operations, including contractual obligations, capital expenditures, and debt service obligations for at least the next twelve months. We regularly monitor potential disruptions to the economy, and to our operations, particularly changing fiscal policy or economic conditions affecting our industries. Please see the Debt Financing Activities section below for a discussion of our Revolving Credit Facility and the amount of borrowings available to us in the next twelve-month period.
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Cash Flow
The following table provides a summary of our cash flows:
Investing Activities:
Financing Activities:
Net Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities increased by $26.3 million to $512.0 million during the nine months ended December 31, 2025. This increase was primarily attributable to higher non cash activity of $28.7 million and higher cash flows from changes in Working Capital of $23.4 million. This was partially offset by lower Operating Earnings of $33.3 million.
Working Capital increased by $367.0 million to $790.6 million at December 31, 2025, compared with March 31, 2025. The increase was primarily due to higher Cash of $398.6 million and lower Accounts Payable of $5.7 million, partially offset by lower Inventories, Accounts Receivable, net, and Income Tax Receivable, net of $30.3 million, $3.8 million, and $1.9 million, respectively.
The decrease in Accounts Receivable at December 31, 2025, was primarily related to timing of collections of Accounts Receivable during the three months ended December 31, 2025, compared with the three months ended March 31, 2025. As a percentage of quarterly sales generated for the respective quarter, Accounts Receivable was approximately 38% and 45% at December 31, 2025, and March 31, 2025, respectively. Management
40
measures the change in Accounts Receivable by monitoring the days sales outstanding on a monthly basis to determine if any deterioration has occurred in the collectability of the Accounts Receivable. No significant deterioration in the collectability of our Accounts Receivable was identified at December 31, 2025.
Our Inventory balance at December 31, 2025, decreased by approximately $30.3 million from our balance at March 31, 2025. Within Inventory, Raw Materials and Materials-in-Progress, Finished Cement, and Aggregates declined $23.8 million, $10.1 million, and $3.8 million, respectively. The decline in Raw Materials and Materials-in-Progress and Finished Cement is consistent with our business cycle; we generally build up clinker inventory over the winter months to meet the demand for cement in the spring and summer. The largest individual balance in our Inventory is Repair Parts. These parts are necessary given the size and complexity of our manufacturing plants, and the age of certain of our plants, which creates the need to stock a high level of Repair Parts inventory. We believe all of these repair parts are necessary, and we perform semi-annual analyses to identify obsolete parts. We have less than one year’s sales of all product inventories, and our inventories have a low risk of obsolescence because our products are basic construction materials.
Net Cash Used in Investing Activities during the nine months ended December 31, 2025, was approximately $294.7 million, compared with $171.9 million during the same period in 2024. The $122.8 million increase was primarily related to the modernization and expansion of our Mountain Cement facility.
Net Cash Provided by Financing Activities was $181.2 million during the nine months ended December 31, 2025, compared with Net Cash Used in Financing Activities of $317.7 million during the same period in 2024. The $498.9 million increase was mainly related to higher borrowings, net of repayments, of $623.0 million, partially offset by higher Purchase and Retirement of Common Stock and Shares Redeemed to Settle Employee Taxes of $109.0 million and $4.1 million, respectively.
Our debt-to-capitalization ratio and net-debt-to-capitalization ratio were 54.4% and 47.8%, respectively, at December 31, 2025, compared with 46.1% and 45.7%, respectively, at March 31, 2025.
Debt Financing Activities
Below is a summary of the Company’s outstanding debt facilities at December 31, 2025:
Maturity
February 2030
2.500% Senior Unsecured Notes
July 2031
5.000% Senior Unsecured Notes
March 2036
See Note (M) in the Notes to Unaudited Consolidated Financial Statements for further details on the Company’s debt facilities, including interest rate, and financial and other covenants and restrictions.
The revolving borrowing capacity of our Revolving Credit Facility is $750.0 million (any revolving loans borrowed under the Revolving Credit Facility, as applicable, the Revolving Loans). The Revolving Credit Facility also includes a swingline loan sublimit of $25.0 million and a $40.0 million letter of credit facility. At December 31, 2025, we had no outstanding Revolving Loans under the Revolving Credit Facility and $9.9 million of letters of credit outstanding, leaving us with $740.1 million of available borrowings under the Revolving Credit Facility, net of the letters of credit outstanding. We are contingently liable for performance under $48.5 million in performance bonds relating primarily to our mining operations. We do not have any off-balance sheet debt or any outstanding debt guarantees.
Other than the Revolving Credit Facility, we have no additional source of committed external financing in place. Should the Revolving Credit Facility be terminated, no assurance can be given as to our ability to secure a new
source of financing. Consequently, if any balance were outstanding on the Revolving Credit Facility at the time of termination, and an alternative source of financing could not be secured, it would have a material adverse impact on our business.
We believe our cash flow from operations and available borrowings under our Revolving Credit Facility, as well as cash on hand, should be sufficient to meet our currently anticipated operating needs, capital expenditures, and dividend and debt service requirements for at least the next 12 months. However, our future liquidity and capital requirements may vary depending on several factors, including market conditions in the construction industry, our ability to maintain compliance with covenants in our Revolving Credit Facility, the level of competition, and general and economic factors beyond our control, such as supply chain constraints and inflation. These and other developments could reduce our cash flow or require that we seek additional sources of funding. We cannot predict what effect these factors will have on our future liquidity. See the Market Conditions and Outlook section above for further discussion of the possible effects on our business.
As market conditions warrant, the Company may from time to time seek to purchase or repay its outstanding debt securities or loans, including the 2.500% Senior Unsecured Notes, 5.000% Senior Unsecured Notes, Term Loan, and borrowings under the Revolving Credit Facility, in privately negotiated or open market transactions, by tender offer or otherwise. Subject to any applicable limitations contained in the agreements governing our indebtedness, any purchases the Company makes may be funded by using cash on our balance sheet or issuing new debt. The amounts involved in any such purchase transactions, individually or in aggregate, may be material.
We had approximately $37.6 million of lease liabilities at December 31, 2025, with an average remaining life of approximately 11.8 years.
Dividends paid were $24.5 million and $25.4 million for the nine months ended December 31, 2025, and 2024, respectively. Each quarterly dividend payment is subject to review and approval by our Board of Directors, who will continue to evaluate our dividend payment amount on a quarterly basis.
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Share Repurchases
During the nine months ended December 31, 2025, our share repurchases were as follows:
Period
Total Number ofShares Purchased
Average Price PaidPer Share
Total Number ofShares Purchasedas Part of PubliclyAnnounced Plansor Programs
Maximum Numberof Shares that MayYet Be PurchasedUnder the Plansor Programs
April 1 through April 30, 2025
159,581
219.08
May 1 through May 31, 2025
135,000
229.65
June 1 through June 30, 2025
63,357
199.75
Quarter 1 Totals
357,938
219.64
July 1 through July 31, 2025
155,500
217.65
August 1 through August 31, 2025
228.89
September 1 through September 30, 2025
105,000
231.76
Quarter 2 Totals
395,500
225.24
October 1 through October 31, 2025
168,515
234.71
November 1 through November 30, 2025
220,000
207.31
December 1 through December 31, 2025
259,933
220.95
Quarter 3 Totals
648,448
219.90
Year-to-Date Totals
1,401,886
221.34
3,267,611
On May 17, 2022, the Board of Directors authorized us to repurchase an additional 7.5 million shares. This authorization brought the cumulative total of common stock our Board has approved for repurchase in the open market to 55.9 million shares since we became publicly held in April 1994. Through December 31, 2025, we have repurchased approximately 52.6 million shares.
Share repurchases may be made from time to time in the open market or in privately negotiated transactions. The timing and amount of any share repurchases are determined by management, based on its evaluation of market and economic conditions and other factors. In some cases, repurchases may be made pursuant to plans, programs, or directions established from time to time by the Company’s management, including plans intended to comply with the safe-harbor provided by Rule 10b5-1.
During the nine months ended December 31, 2025, the Company withheld from employees 23,968 shares of stock upon the vesting of Restricted Shares that were granted under the 2023 Plan. We withheld these shares to satisfy the employees’ statutory tax withholding requirements, which is necessary once the Restricted Shares or Restricted Share Units are vested.
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The following table details capital expenditures by category:
Land and Quarries
5,862
5,758
Plants
249,091
91,100
Buildings, Machinery, and Equipment
39,727
50,117
Total Capital Expenditures
Capital expenditures for fiscal 2026 are expected to range from $430.0 million to $450.0 million, allocated across both Heavy Materials and Light Materials sectors. These estimated capital expenditures will include the expansion and modernization of our Mountain Cement facility in Wyoming, the modernization of our gypsum wallboard plant in Oklahoma, and maintenance capital expenditures and improvements, as well as other safety and regulatory projects.
FORWARD-LOOKING STATEMENTS
Certain matters discussed in this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when the Company is discussing its beliefs, estimates or expectations as to future events. These statements are not historical facts or guarantees of future performance but instead represent only the Company’s belief at the time the statements were made regarding future events which are subject to certain risks, uncertainties and other factors, many of which are outside the Company’s control. Actual results and outcomes may differ materially from what is expressed or forecast in such forward-looking statements. The principal risks and uncertainties that may affect the Company’s actual performance include the following: the cyclical and seasonal nature of the Company’s businesses; fluctuations in public infrastructure expenditures; the effects of adverse weather conditions on infrastructure and other construction projects as well as our facilities and operations; the fact that our products are commodities and that prices for our products are subject to material fluctuation due to market conditions and other factors beyond our control; the availability of and fluctuations in the cost of raw materials; changes in the costs of energy, including, without limitation, natural gas, coal and oil (including diesel), and the nature of our obligations to counterparties under energy supply contracts, such as those related to market conditions (for example, spot market prices), governmental orders and other matters; changes in the cost and availability of transportation; unexpected operational difficulties, including unexpected maintenance costs, equipment downtime and interruption of production; material nonpayment or non-performance by any of our key customers; consolidation of our customers; interruptions in our supply chain; inability to timely execute or realize capacity expansions or efficiency gains from capital improvement projects; difficulties and delays in the development of new business lines; governmental regulation and changes in governmental and public policy (including, without limitation, climate change and other environmental regulation); changes in trade policy, including tariffs and the effects of any increases in tariffs on our business, including increases in inputs used in our facility expansion and modernization projects; possible losses or other adverse outcomes from pending or future litigation or arbitration proceedings; changes in economic conditions or the nature or level of activity in any one or more of the markets or industries in which the Company or its customers are engaged; competition; cyber-attacks or data security breaches, together with the costs of protecting our systems against such incidents and the possible effects thereof on our operations; increases in capacity in the gypsum wallboard and cement industries; changes in the demand for residential housing construction or commercial construction or construction projects undertaken by state or local governments; the availability of acquisitions or other growth opportunities that meet our financial return standards and fit our strategic focus; risks related to pursuit of acquisitions, joint ventures and other transactions or the execution or implementation of such transactions, including the integration of operations acquired by the Company; general economic conditions, including inflation and recessionary conditions; and changes in interest rates and the resulting effects on the Company and demand for our products. For example, increases in interest rates, decreases in demand for construction materials or increases in the cost of energy (including, without limitation, natural gas, coal and oil) or the cost of our raw materials can be expected to adversely affect the revenue and operating earnings of our operations. In addition, changes in national or regional economic conditions and levels of infrastructure and construction spending could also adversely affect the Company’s results of operations. Finally, any forward-looking statements made by the Company are subject to the risks and impacts associated with natural disasters, the outbreak, escalation or resurgence of health emergencies, pandemics or other unforeseen events, including, without limitation, the COVID-19 pandemic and responses thereto designed to contain its spread and mitigate its public health effects, as well as their impact on our operations and on economic conditions, capital and financial markets. These and other factors are described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, on file with the Securities and Exchange Commission. All forward-looking statements made herein are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed herein will increase with the passage of time. The Company undertakes no duty to update any forward-looking statement to reflect future events or changes in the Company’s expectations.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks related to fluctuations in interest rates on our Revolving Credit Facility and Term Loan. We have occasionally utilized derivative instruments, including interest rate swaps, in conjunction with our overall strategy to manage the debt outstanding that is subject to interest rate changes. We had a $750.0 million Revolving Credit Facility at December 31, 2025, under which borrowings bear interest at a variable rate. A hypothetical 100 basis point increase in interest rates on the $285.0 million of borrowings under the Term Loan at December 31, 2025, would increase interest expense by approximately $2.9 million on an annual basis. At present, we do not utilize derivative financial instruments.
We are subject to commodity risk with respect to price changes principally in coal, coke, natural gas, and power. We attempt to limit our exposure to changes in commodity prices by entering into contracts or increasing our use of alternative fuels.
ITEM 4. Controls and Procedures
We have established a system of disclosure controls and procedures that are designed to ensure that information relating to the Company, which is required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 (Exchange Act), is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), in a timely fashion. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) was performed as of the end of the period covered by this quarterly report. This evaluation was performed under the supervision and with the participation of management, including our CEO and CFO. Based upon that evaluation, our CEO and CFO have concluded that these disclosure controls and procedures were effective.
We are currently undertaking a significant multi-year ERP implementation to upgrade our information technology platforms and business processes. The ERP implementation is occurring in phases over several years, which began in fiscal 2025 with the implementation at Corporate. During the three months ended September 30, 2025, we implemented the ERP at our Gypsum Wallboard and Recycled Paperboard segments.
As a result of this multi-year implementation, we expect certain changes to our processes and procedures, which, in turn, will result in changes to our internal control over financial reporting. While we expect this implementation to strengthen our internal control over financial reporting by automating certain manual processes and standardizing business processes and reporting across our organization, we will continue to evaluate and monitor our internal control over financial reporting as processes and procedures in the affected areas evolve.
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 1. Legal Proceedings
In addition to the legal matters described in Part 1, Item 3 "Legal Proceedings" of our Form 10-K for the fiscal year ended March 31, 2025, from time to time, we have been and may in the future become involved in litigation or other legal proceedings in the ordinary course of our business activities or in connection with transactions or activities undertaken by us, including claims related to worker safety, worker health, environmental matters, commercial contracts, product liability, personal injury, land use rights, taxes, and permits. While the outcome of these proceedings cannot be predicted with certainty, in the opinion of management (based on currently available facts), we do not believe that the ultimate outcome of any currently pending legal proceeding will have a material effect on our consolidated financial condition, results of operations, or liquidity.
For additional information regarding claims and other contingent liabilities to which we may be subject, see Note (P) to the Unaudited Consolidated Financial Statements.
ITEM 1A. Risk Factors
For information regarding factors that could affect our results of operations, financial condition, and liquidity, see Part 1. Item 1A. Risk Factors in our Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission on May 20, 2025.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
The disclosure required under this Item is included in “Management’s Discussion and Analysis of Results of Operations and Financial Condition” of this Quarterly Report on Form 10-Q under the heading “Share Repurchases” and is incorporated herein by reference.
ITEM 4. Mine Safety Disclosures
The information concerning mine safety violations or other regulatory matters required by Section 1503 (a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report Form 10-Q.
ITEM 5. Other Information
None of the Company's directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement, or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended December 31, 2025.
ITEM 6. Exhibits
3.1
Restated Certificate of Incorporation filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 11, 2006 (File No. 001-12984) and incorporated herein by reference.
3.2
Certificate of Amendment of Restated Certificate of Incorporation of Eagle Materials Inc., filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 7, 2024 (File No. 001-12984) and incorporated herein by reference.
3.3
Restated Certificate of Designation, Preferences and Rights of Series A Preferred Stock filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on April 11, 2006 (File No. 001-12984) and incorporated herein by reference.
3.4
Second Amended and Restated Bylaws filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on November 7, 2022 (File No. 001-12984) and incorporated herein by reference.
4.1
Third Supplemental Indenture, dated as of November 13, 2025, between Eagle Materials Inc. and The Bank of New York Mellon Trust Company N.A., filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the Commission on November 13, 2025 (File No. 001-12984) and incorporated herein by reference.
4.2
Form of 5.000% Senior Notes due 2036, files as Exhibit 4.3 (included in Exhibit 4.2) to the Company's Current Report on Form 8-K filed with the Commission on November 13, 2025 (File No. 001-12984) and incorporated herein by reference.
10.1*
Amended and Restated Retirement Plan. (1)
31.1*
Certification of the Chief Executive Officer of Eagle Materials Inc. pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934, as amended.
31.2*
Certification of the Chief Financial Officer of Eagle Materials Inc. pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934, as amended.
32.1*
Certification of the Chief Executive Officer of Eagle Materials Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of the Chief Financial Officer of Eagle Materials Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95*
Mine Safety Disclosure.
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.
104.1*
Cover Page Interactive Data File – (formatted as Inline XBRL and Contained in Exhibit 101).
* Filed herewith.
(1)Management contract, compensatory plan, or arrangement.
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 thereunto duly authorized.
Registrant
January 29, 2026
/s/ MICHAEL R. HAACK
Michael R. Haack
President and Chief Executive Officer
(principal executive officer)
/s/ D. CRAIG KESLER
D. Craig Kesler
Executive Vice President – Finance and
Administration and Chief Financial Officer
(principal financial officer)
/s/ WILLIAM R. DEVLIN
William R. Devlin
Senior Vice President – Controller and
Chief Accounting Officer
(principal accounting officer)