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
September 30, 2026
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 November 2, 2026, the number of outstanding shares of common stock was:
Class
Outstanding Shares
Common Stock, $.01 Par Value
30,398,658
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION (UNAUDITED)
Page
Item 1.
Consolidated Financial Statements
Consolidated Statements of Earnings for the Three and Six Months Ended September 30, 2026, and 2025
1
Consolidated Statements of Comprehensive Earnings for the Three and Six Months Ended September 30, 2026, and 2025
2
Consolidated Balance Sheets as of September 30, 2026, and March 31, 2026
3
Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2026, and 2025
4
Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended September 30, 2026, and 2025
5
Notes to Unaudited Consolidated Financial Statements
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
27
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
44
Item 4.
Controls and Procedures
45
PART II. OTHER INFORMATION
Legal Proceedings
46
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
47
SIGNATURES
48
Item 1. Consolidated Financial Statements
EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)
For the Three Months EndedSeptember 30,
For the Six Months EndedSeptember 30,
2026
2025
(dollars in thousands, except share and per share data)
Revenue
$
652,748
638,906
1,303,714
1,273,596
Cost of Goods Sold
478,014
439,194
967,735
888,285
Gross Profit
174,734
199,712
335,979
385,311
Equity in Earnings of Unconsolidated Joint Venture
6,574
6,309
9,417
10,113
Corporate General and Administrative Expense
(26,929
)
(21,316
(47,131
(42,099
Other Non-Operating Income
1,074
1,131
1,820
2,085
Interest Expense, net
(11,908
(9,362
(24,855
(21,078
Earnings Before Income Taxes
143,545
176,474
275,230
334,332
Income Taxes
(32,014
(39,091
(61,572
(73,587
Net Earnings
111,531
137,383
213,658
260,745
EARNINGS PER SHARE
Basic
3.64
4.25
6.94
8.03
Diluted
3.63
4.23
6.91
7.99
WEIGHTED-AVERAGE SHARES OUTSTANDING
30,610,694
32,297,313
30,772,611
32,459,801
30,754,610
32,469,833
30,920,652
32,638,307
CASH DIVIDENDS PER SHARE
0.25
0.50
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
156
53
312
106
Tax Expense
(37
(12
(74
(24
Comprehensive Earnings
111,650
137,424
213,896
260,827
EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (unaudited)
September 30,
March 31,
ASSETS
Current Assets
Cash and Cash Equivalents
241,168
297,920
Accounts Receivable, net
264,046
228,573
Inventories
361,691
408,391
Income Tax Receivable
6,581
7,536
Prepaid and Other Assets
14,395
8,469
Total Current Assets
887,881
950,889
Property, Plant, and Equipment, net
2,244,999
2,064,622
Investment in Joint Venture
169,496
160,078
Operating Lease Right-of-Use Assets
33,340
29,346
Goodwill and Intangible Assets, net
580,290
585,443
Other Assets
52,630
51,866
Total Assets
3,968,636
3,842,244
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable
149,509
138,884
Accrued Liabilities
100,291
102,127
Operating Lease Liabilities
5,020
4,144
Current Portion of Long-Term Debt
15,000
Total Current Liabilities
269,820
260,155
Long-Term Debt
1,738,940
1,745,081
Noncurrent Operating Lease Liabilities
35,254
32,559
Other Long-Term Liabilities
70,624
66,959
Deferred Income Taxes
320,260
262,662
Total Liabilities
2,434,898
2,367,416
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 30,512,480 and 31,227,012 Shares, respectively
305
Capital in Excess of Par Value
Accumulated Other Comprehensive Losses
(4,166
(4,404
Retained Earnings
1,537,599
1,478,920
Total Stockholders’ Equity
1,533,738
1,474,828
EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
For the Six Months Ended September 30,
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
82,995
82,633
Deferred Income Tax Provision
57,598
13,129
Stock Compensation Expense
10,128
10,290
(9,417
(10,113
Changes in Operating Assets and Liabilities:
Accounts Receivable
(35,473
(38,440
46,700
44,967
Accounts Payable and Accrued Liabilities
7,489
(4,347
(8,938
(25,534
Income Taxes Payable (Receivable)
(417
7,901
Net Cash Provided by Operating Activities
364,323
341,231
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to Property, Plant, and Equipment
(249,656
(184,635
Net Cash Used in Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings Under Revolving Credit Facility
130,000
Repayment of Borrowings Under Revolving Credit Facility
(75,000
Repayment of Term Loan
(7,500
Dividends Paid to Stockholders
(15,608
(16,631
Purchase and Retirement of Common Stock
(145,960
(167,700
Proceeds from Stock Option Exercises
235
479
Shares Redeemed to Settle Employee Taxes on Stock Compensation
(2,586
(5,612
Net Cash Used in Financing Activities
(171,419
(141,964
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(56,752
14,632
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
20,401
CASH AND CASH EQUIVALENTS AT END OF PERIOD
35,033
EAGLE MATERIALS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)
CommonStock
Capital inExcess ofPar Value
RetainedEarnings
AccumulatedOtherComprehensiveLosses
Total
Balance at March 31, 2025
330
1,459,495
(3,125
1,456,700
123,362
Stock Option Exercises and Restricted Share Vesting
4,822
Shares Redeemed to Settle Employee Taxes
(1
(4,822
(756
(5,579
(3
(79,400
(79,403
Dividends to Stockholders
(8,169
Unfunded Pension Liability, net of tax
41
Balance at June 30, 2025
326
1,494,532
(3,084
1,491,774
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
Balance at March 31, 2026
67
4,695
(2,524
(2,238
(82,429
(84,671
(7,709
119
Balance at June 30, 2026
308
1,490,909
(4,285
1,486,932
168
5,433
(62
(5,539
(57,206
(62,748
(7,635
Balance at September 30, 2026
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 six months ended September 30, 2026, 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, 2026, filed with the Securities and Exchange Commission on May 19, 2026.
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
RECENTLY ADOPTED
In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2025-05, Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The standard applies when entities are 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 Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. The update provides entities in these situations with a practical expedient to assume that the conditions as of the balance sheet date will remain unchanged for the remaining life of the asset. This standard should be applied prospectively and is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years, with early adoption permitted. The standard became effective for the Company on April 1, 2026. Upon adoption, the Company elected to apply the practical expedient on a prospective basis. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
PENDING ADOPTION
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 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
36,015
24,504
4,432
53,265
Operating Cash Flows Used for Operating Leases
3,179
2,968
Non-Cash Financing Activities:
Right-of-Use Assets Obtained for Capitalized Operating Leases
4,483
3,325
Excise Tax on Share Repurchases
1,460
1,678
(C) 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
7
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 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 sale income, and trucking income, as well as other miscellaneous Revenue items and costs that have not been allocated to a business segment.
See Note (M) to the Unaudited Consolidated Financial Statements for disaggregation of Revenue by segment.
(D) ACCOUNTS RECEIVABLE
Accounts Receivable are shown net of the allowance for credit losses totaling $6.8 million and $6.3 million at September 30, 2026, and March 31, 2026, 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.
(E) 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 Fuel and Coal inventories are based on measured volumes, subject to estimation based on the 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
116,523
158,829
Finished Cement
58,369
63,293
Aggregates
14,241
16,073
Gypsum Wallboard
6,961
4,809
Recycled Paperboard
9,500
10,675
Repair Parts and Supplies
138,036
135,110
Fuel and Coal
18,061
19,602
8
(F) ACCRUED EXPENSES
Accrued Expenses consist of the following.
Payroll and Incentive Compensation
31,179
35,642
Benefits
17,532
17,336
7,004
7,208
Dividends
7,798
8,062
Property Taxes
13,657
7,887
Power and Fuel
2,892
2,949
Freight
3,855
3,738
Excise Tax
2,978
5,052
Legal and Professional
3,602
4,534
Sales and Use Tax
2,054
1,613
Other
7,740
8,106
(G) 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. To calculate 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. Additionally, we lease certain equipment under short-term leases with initial terms of fewer than 12 months; these are not recorded on the Balance Sheet.
9
Lease expense for our operating and short-term leases is as follows.
Operating Lease Cost
2,199
2,260
4,372
4,459
Short-Term Lease Cost
470
518
1,154
1,141
Total Lease Cost
2,669
2,778
5,526
5,600
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
40,274
36,703
10
Future payments for operating leases are shown below.
Amount
Fiscal Year
2027 (remaining six months)
3,127
2028
5,734
2029
5,174
2030
4,848
2031
4,411
Thereafter
26,356
Total Lease Payments
49,650
Less: Imputed Interest
(9,376
Present Value of Lease Liabilities
Weighted-Average Remaining Lease Term (in years)
10.8
Weighted-Average Discount Rate
4.49
%
(H) 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 2023 Plan.
Fiscal 2027 Equity Awards
In May 2026, the Compensation Committee awarded to certain officers and key employees an aggregate of 25,423 performance stock units and 33,536 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 2029 (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, no Performance Stock Awards will be earned.
Our Performance Stock Awards are evaluated on a quarterly basis with adjustments to compensation expense based on the likelihood of the performance targets being achieved or exceeded. The maximum expense for our outstanding Performance Stock Awards is approximately $11.3 million. Any forfeitures are recognized as a reduction to expense in the period in which they occur.
11
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 2027 Employee Performance Stock Awards.
Fiscal 2027
Measurement Period (in years)
2.86
Risk-Free Interest Rate
4.1
Dividend Yield
0.5
Volatility
32.6
Estimated Fair Value of Market-Based PSAs at Grant Date
199.13
In addition to the Performance Stock Awards discussed above, the Compensation Committee approved the granting to certain officers and key employees an aggregate of 33,536 time-vesting stock options, which vest ratably over three years (the Fiscal 2027 Employee Time-Vesting Stock Option Grant) and 25,423 shares of time-vesting restricted stock units, which vest ratably over three years (the Fiscal 2027 Employee Restricted Stock Unit Time-Vesting Award). The Fiscal 2027 Employee Restricted Stock Unit Time-Vesting Award was valued at the closing stock price on the grant date and is being expensed over a three-year period. The Fiscal 2027 Employee Time-Vesting Stock Option Grant was valued at the grant date using the Black-Scholes option pricing model, which used similar inputs as the Monte Carlo analysis shown above.
In addition to the stock awards described above, from time to time we may issue to certain employees additional equity awards, including stock options, restricted stock, and restricted stock units. Any options issued are valued using the Black-Scholes options pricing model on the grant date and expensed over the vesting period, while restricted stock and restricted stock units are valued using the closing price on the grant date and expensed over the vesting period.
STOCK OPTIONS
Stock option expense for all outstanding stock option awards totaled approximately $0.9 million and $1.7 million for the three and six months ended September 30, 2026, respectively, and $0.5 million and $0.9 million for the three and six months ended September 30, 2025, respectively. At September 30, 2026, there was approximately $7.2 million of unrecognized compensation cost related to outstanding stock options, which is expected to be recognized over a weighted-average period of 2.2 years.
12
The following table shows stock option activity for the six months ended September 30, 2026.
Numberof Shares
Weighted-AverageExercisePrice
Outstanding Options at March 31, 2026
206,721
113.16
Granted
69,240
199.33
Exercised
(6,674
85.59
Cancelled
Outstanding Options at September 30, 2026
269,287
136.00
Options Exercisable at September 30, 2026
172,915
Weighted-Average Fair Value of Options Granted During the Year
76.25
The following table summarizes information about stock options outstanding at September 30, 2026.
Options Outstanding
Options Exercisable
Range of Exercise Prices
Number ofSharesOutstanding
Weighted-AverageRemainingContractualLife (in years)
$59.32 - $81.28
74,915
60.19
$91.21 - $100.88
32,746
1.76
94.94
$118.27 - $139.25
48,791
5.62
126.56
$143.09 - $261.76
112,835
9.00
202.33
16,463
192.40
6.01
98.08
At September 30, 2026, the aggregate intrinsic value of the outstanding and exercisable options were both approximately $13.1 million. The total intrinsic value of options exercised during the six months ended September 30, 2026, was approximately $0.8 million.
13
RESTRICTED STOCK UNITS AND RESTRICTED STOCK
The following table summarizes the activity for restricted stock units and nonvested restricted stock during the six months ended September 30, 2026.
Weighted-AverageGrant DateFair Value
Restricted Stock Units and Nonvested Restricted Stock at March 31, 2026
149,406
198.28
61,826
200.36
Vested
(44,977
189.65
Restricted Stock Units and Nonvested Restricted Stock at September 30, 2026
166,255
201.39
Expense related to restricted stock units and restricted stock was approximately $4.6 million and $8.3 million for the three and six months ended September 30, 2026, respectively, and $5.0 million and $9.4 million for the three and six months ended September 30, 2025, respectively. At September 30, 2026, there was approximately $33.5 million of unearned compensation from restricted stock units and nonvested restricted shares, which will be recognized over a weighted-average period of 1.4 years.
The number of shares available for future grants of stock options, restricted stock units, stock appreciation rights, and restricted stock under the Plan was 1,083,030 at September 30, 2026.
(I) COMPUTATION OF EARNINGS PER SHARE
The calculation of basic and diluted common shares outstanding is shown in the table below.
Weighted-Average Shares of Common Stock Outstanding
Effect of Dilutive Shares:
Assumed Exercise of Outstanding Dilutive Options
166,182
175,755
167,851
177,256
Less Shares Repurchased from Proceeds of Assumed Exercised Options
(76,414
(72,822
(75,442
(75,674
Restricted Stock and Restricted Stock Units
54,148
69,587
55,632
76,924
Weighted-Average Common Stock and Dilutive Securities Outstanding
Shares Excluded Due to Anti-Dilution Effects, Including Contingent Awards
108,537
41,982
90,090
34,392
14
(J) 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 plan is fully funded, with plan assets exceeding the benefit obligation at March 31, 2026. Our expected pension expense for fiscal 2027 is $0.9 million, which primarily relates to administrative expenses.
Effective March 31, 2026, we began the process of terminating the defined benefit plan. During fiscal 2027, we have offered a lump-sum benefit payout option to certain plan participants prior to completing the purchase of group annuity contracts that will transfer the plan assets and pension benefit obligation to an insurance company.
(K) 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. To arrive at an estimated overall tax amount, we use the amount of tax resulting from applying the estimated annual effective tax rate to pre-tax income, and, when appropriate, we will include certain items treated as discrete events. The effective tax rate for the six months ended September 30, 2026, was approximately 22%, which is consistent with the tax rate for the six months ended September 30, 2025. The effective tax rate was higher than the U.S. statutory rate of 21% mainly because of state income taxes, which were partially offset by a benefit recognized related to percentage depletion.
(L) LONG-TERM DEBT
Long-Term Debt at September 30, 2026 was as follows.
Revolving Credit Facility
2.500% Senior Unsecured Notes Due 2031
750,000
5.000% Senior Unsecured Notes Due 2036
Term Loan
273,750
281,250
Total Debt
1,773,750
1,781,250
Less: Current Portion of Long-Term Debt
(15,000
Less: Unamortized Discount and Debt Issuance Costs
(19,810
(21,169
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 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
15
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 Term Benchmark 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 were $13.1 million of letters of credit outstanding as of September 30, 2026, leaving us with $736.9 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 September 30, 2026; therefore, the entire $736.9 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).
16
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.
17
(M) 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 operating earnings 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. Our business activites 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 5 cement terminals are operated through 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 more than 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.
18
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 September 30, 2026(dollars in thousands)
Cement
ConcreteandAggregates
Revenue from External Customers
349,116
87,221
185,680
30,731
Intersegment Revenue
10,457
4,195
22,911
37,563
Revenue from Joint Venture
30,958
390,531
91,416
53,642
721,269
Reconciliation of Revenue
(37,563
(30,958
Total Consolidated Revenue
Less:
Freight and Delivery
36,424
9,562
40,091
86,077
Parts, Supplies, and Services (Includes Maintenance)
47,236
14,386
5,899
3,444
70,965
Energy
38,732
3,841
8,782
4,559
55,914
Raw Materials
34,754
34,462
44,681
24,679
138,576
Labor and Fixed Costs
44,939
12,812
16,380
5,929
80,060
Depreciation, Depletion, and Amortization (1)
24,582
7,811
5,357
2,481
40,231
Purchased Cement
20,245
Other Segment Items
34,822
4,369
7,052
1,650
47,893
Segment Operating Earnings
108,797
4,173
57,438
10,900
181,308
Reconciliation of Segment Profit and Loss
Interest Expense
19
For the Six Months Ended September 30, 2026(dollars in thousands)
685,609
163,453
390,427
64,225
20,453
8,711
44,828
73,992
62,368
768,430
172,164
109,053
1,440,074
(73,992
(62,368
71,762
17,884
82,915
172,561
129,315
27,400
10,855
6,690
174,260
71,306
6,967
16,742
8,473
103,488
60,153
63,777
94,166
46,665
264,761
92,434
22,532
32,044
11,734
158,744
48,845
15,559
10,662
4,854
79,920
38,088
74,125
9,869
12,252
6,610
102,856
182,402
8,176
130,791
24,027
345,396
20
For the Three Months Ended September 30, 2025(dollars in thousands)
344,653
81,646
183,482
29,125
9,904
4,178
19,471
33,553
30,312
384,869
85,824
48,596
702,771
(33,553
(30,312
32,726
7,997
32,567
73,290
41,928
13,632
5,257
3,347
64,164
39,310
2,624
8,516
4,296
54,746
29,205
31,074
39,750
19,364
119,393
42,596
11,182
15,021
4,998
73,797
23,224
7,137
6,494
3,906
40,761
21,831
34,275
4,254
8,570
1,669
48,768
119,774
7,924
67,307
11,016
206,021
21
For the Six Months Ended September 30, 2025(dollars in thousands)
654,979
155,362
404,998
58,257
19,917
8,030
41,443
69,390
57,595
732,491
163,392
99,700
1,400,581
(69,390
(57,595
60,804
14,886
71,939
147,629
116,634
25,265
10,611
6,457
158,967
72,090
4,824
17,113
8,374
102,401
50,365
60,131
86,417
41,258
238,171
87,105
21,205
31,138
10,863
150,311
46,062
13,928
13,013
7,578
80,581
39,105
59,468
9,054
14,819
4,651
87,992
200,858
14,099
159,948
20,519
395,424
(1) Depreciation, Depletion, and Amortization for corporate assets was $1,565 and $3,075 for the three and six months ended September 30, 2026, respectively, and $1,228 and $2,052 for the three and six months ended September 30, 2025, respectively.
22
Capital Expenditures
70,560
73,037
137,423
119,032
Concrete and Aggregates
5,493
7,025
11,447
12,628
50,703
25,519
93,076
47,514
2,020
1,622
6,116
2,937
Corporate and Other
125
1,335
1,594
2,524
128,901
108,538
249,656
184,635
Segment Assets
2,459,462
2,361,230
417,756
404,766
589,890
522,861
167,564
169,630
333,964
383,757
Cement Operating Earnings
Wholly Owned
102,223
113,465
172,985
190,745
Joint Venture
Cement Sales Volume (M tons)
2,034
2,021
3,994
3,856
172
175
357
333
2,206
2,196
4,351
4,189
23
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 shown below.
227,639
118,878
116,618
7,538
470,673
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.
61,916
60,623
124,736
115,190
Gross Margin
12,724
15,369
20,841
26,311
13,148
12,617
18,834
20,225
145,243
137,678
Noncurrent Assets
264,706
237,455
34,198
37,669
Noncurrent Liabilities
35,884
16,431
24
(N) INTEREST EXPENSE
The following components are included in Interest Expense, net.
Interest Income
(1,911
(363
(3,926
(514
17,853
11,203
35,800
23,942
Other Expenses
837
474
1,674
948
Interest Capitalized
(4,871
(1,952
(8,693
(3,298
11,908
9,362
24,855
21,078
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 to modernize our gypsum wallboard plant in Oklahoma.
(O) 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 September 30, 2026, we had contingent liabilities under these outstanding letters of credit of approximately $13.1 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 $52.9 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.
25
(P) 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 September 30, 2026, was as follows.
Fair Value
647,000
673,000
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 September 30, 2026, because these assets and liabilities have short-term maturities. The fair value of our Term Loan also approximates the carrying value at September 30, 2026.
26
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 six months ended September 30, 2026, and 2025, 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).
MARKET CONDITIONS AND OUTLOOK
Our business continued to perform well during our fiscal 2027 second quarter despite a challenging operating environment characterized by elevated diesel fuel prices and higher interest rates, driven by ongoing macroeconomic and geopolitical uncertainty. Against this backdrop, we generated record Revenue of $652.7 million, Net Earnings of $111.5 million, and Diluted Earnings per share of $3.63. Year-over-year sales volume increased in our Heavy Materials Sector, with the exception of Aggregates, and also increased in our Light Materials Sector.
We expect demand for cement to remain steady in the near term supported by bipartisan federal, state, and local support for public infrastructure projects and continued spending on private-nonresidential construction, including data centers. A significant amount of federal funding from the trillion-dollar Infrastructure Investment and Jobs Act (IIJA) remains to be spent, and state Department of Transportation (DOT) budgets remain supportive.
The backdrop for residential construction activity remained challenging in the second quarter of fiscal 2027, 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 limited 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 pullback affected our wallboard average net sales price, which was down approximately 10% in the second quarter of fiscal 2027. The path ahead for mortgage rates, and the corresponding effect on residential construction activity,
remains unclear, and thus the timing of a recovery in new-home construction remains uncertain. Nonetheless, we believe our geographic footprint across the U.S. heartland and fast-growing Sun Belt region positions us to capitalize on market dynamics over the longer term.
Cost Outlook
We believe we are well-positioned to manage our cost structure and meet our customers’ needs. Our major costs are 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.
Recycled fiber and finished paper are significant cost components in our Recycled Paperboard and Gypsum Wallboard businesses, respectively. The primary raw material used to produce paperboard is old corrugated containers (OCC). Recycled fiber prices are subject to change on short notice as a result of several factors, including supply of OCC and demand for OCC from both domestic and international companies. OCC prices have increased recently. Our current customer contracts for gypsum liner include price adjustments that partially compensate for changes in the cost of raw materials, such as OCC and energy, including natural gas and electricity. However, because these price adjustments are not realized until future quarters, adjustments to material costs in our Gypsum Wallboard segment could be delayed until the effects of these price adjustments are realized.
Our energy costs related to production activities increased 2% during the second quarter of fiscal 2027 compared with the second quarter of fiscal 2026 and are expected to remain relatively stable over the near future. Freight costs for our Gypsum Wallboard segment, which delivers mostly by trucks, were up in the second quarter of fiscal 2027, and with current fuel prices increasing, they could continue to escalate in fiscal 2027. Freight costs for our Cement segment, which relies mostly on rail delivery, were also elevated in the second quarter of fiscal 2027 and could continue to increase in fiscal 2027. Additionally, 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. We expect low single-digit inflation for maintenance costs, as equipment and contractor costs are expected to increase modestly.
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RESULTS OF OPERATIONS
THREE MONTHS ENDED September 30, 2026, Compared WITH THREE MONTHS ENDED
september 30, 2025
For the Three Months Ended September 30,
PercentageChange
(in thousands, except per share)
(478,014
(439,194
(13
)%
(5
(19
Income Tax Expense
(18
Diluted Earnings per Share
(14
REVENUE
Revenue increased by $13.8 million, or 2%, to $652.7 million for the three months ended September 30, 2026. Higher Sales Volume positively affected Revenue by $17.0 million, and was partially offset by lower gross sales prices, which adversely affected Revenue by approximately $3.2 million.
COST OF GOODS SOLD
Cost of Goods Sold increased by $38.8 million, or 9%, to $478.0 million for the three months ended September 30, 2026. The increase was due to higher operating costs of $27.2 million and higher Sales Volume of $11.6 million. These costs are discussed further in the segment analysis.
GROSS PROFIT
Gross Profit decreased 13% to $174.7 million during the three months ended September 30, 2026. The decrease was primarily related to higher operating costs of $27.2 million and lower gross sales prices of $3.2 million, partially offset by higher Sales Volume of $5.4 million. The gross margin declined to 27%, primarily because of higher operating costs.
29
EQUITY IN EARNINGS OF UNCONSOLIDATED JOINT VENTURE
Equity in Earnings of our Unconsolidated Joint Venture increased by $0.3 million, or 4%, for the three months ended September 30, 2026. The increase was due to lower operating costs of $0.2 million and higher Sales Volume of $0.1 million. Decreased operating costs were primarily related to lower Selling, General, and Administrative costs of $1.5 million, partially offset by higher freight, raw materials, and fixed costs, which increased Operating Earnings by $0.7 million, $0.4 million, and $0.3 million respectively.
CORPORATE GENERAL AND ADMINISTRATIVE
Corporate General and Administrative expenses increased by approximately $5.6 million, or 26%, for the three months ended September 30, 2026. The increase was due primarily to increased health insurance costs and information technology costs of $2.0 million and $2.5 million, respectively.
OTHER NON-OPERATING INCOME
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 $2.5 million, or 27%, during the three months ended September 30, 2026. This increase was due to increased interest expense of approximately $6.6 million and increased other expenses of $0.4 million, which was partially offset by higher Interest Capitalized of approximately $2.9 million and higher interest income of $1.5 million. The increase in interest expense was primarily a result of our 5.000% Senior Unsecured Notes due March 2036, which were issued on November 13, 2025. 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 Duke, Oklahoma.
EARNINGS BEFORE INCOME TAXES
Earnings Before Income Taxes decreased to $143.5 million during the three months ended September 30, 2026, primarily as a result of lower Gross Profit and higher Corporate General and Administrative expense and Interest Expense, net.
INCOME TAX EXPENSE
Income Tax Expense was $32.0 million for the three months ended September 30, 2026, compared with $39.1 million for the three months ended September 30, 2025. The effective tax rate remained consistent at 22% with the prior-year period.
NET EARNINGS
Net Earnings decreased 19% to $111.5 million for the three months ended September 30, 2026.
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six MONTHS ENDED September 30, 2026, Compared WITH six MONTHS ENDED
(967,735
(888,285
(7
(16
Revenue increased by $30.1 million, or 2%, to $1,303.7 million for the six months ended September 30, 2026. Higher Sales Volume positively affected Revenue by $36.8 million, and was partially offset by lower gross sales prices, which adversely affected Revenue by approximately $6.7 million.
Cost of Goods Sold increased by $79.5 million, or 9%, to $967.7 million for the six months ended September 30, 2026. The increase was due to higher operating costs and Sales Volume of $53.0 million and $26.5 million, respectively. These costs are discussed further in the segment analysis.
Gross Profit decreased 13% to $336.0 million during the six months ended September 30, 2026. The decrease was primarily related to higher operating costs and lower gross sales prices of $54.1 million and $6.7 million, respectively, and was partially offset by higher Sales Volume of $11.5 million. The gross margin declined to 26%, primarily because of higher operating costs.
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Equity in Earnings of our Unconsolidated Joint Venture decreased by $0.7 million, or 7%, for the six months ended September 30, 2026. The decrease was due to lower average gross sales prices of $2.1 million, partially offset by higher Sales Volume and lower operating costs of $1.2 million and $0.2 million, respectively.
Corporate General and Administrative expenses increased by approximately $5.0 million, or 12%, for the six months ended September 30, 2026. The increase was due primarily to increased health insurance costs, information technology costs, rent and utilities, and travel costs of $2.5 million, $4.3 million, $0.4 million, and $0.3 million, respectively. This was partially offset by lower salary and incentive compensation of $3.1 million.
Interest Expense, net increased by approximately $3.8 million, or 18%, during the six months ended September 30, 2026. This increase was due to increased interest expense of approximately $11.7 million and increased other expenses of $0.9 million, which was partially offset by higher Interest Capitalized of approximately $5.4 million and higher interest income of $3.4 million. The increase in interest expense was primarily a result of our 5.000% Senior Unsecured Notes due March 2036, which were issued on November 13, 2025. 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 Duke, Oklahoma.
Earnings Before Income Taxes decreased to $275.2 million during the six months ended September 30, 2026, primarily as a result of lower Gross Profit and higher Corporate General and Administrative expense and Interest Expense, net.
Income Tax Expense was $61.6 million for the six months ended September 30, 2026, compared with $73.6 million for the six months ended September 30, 2025. The effective tax rate remained consistent at 22% with the prior-year period.
Net Earnings decreased 18% to $213.7 million for the six months ended September 30, 2026.
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Three and six MONTHS ENDED september 30, 2026, COMPARED WITH three and six MONTHS ENDED september 30, 2025, BY SEGMENT
The following presents results within our two business sectors for the three and six months ended September 30, 2026, and 2025. 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
(10,457
(9,904
(20,453
(19,917
Less Joint Venture Revenue
Sales Volume (M Tons)
Freight and Delivery Costs billed to Customers (2)
(25,195
(22,825
(50,587
(42,956
Average Net Sales Price, per ton (3)
154.58
155.10
154.34
155.87
Operating Margin, per ton
49.32
54.54
(10
41.92
47.95
Operating Earnings
(9
(1) Total of wholly owned subsidiaries and proportionately consolidated 50% interest of the Joint Venture’s results.
(2) Excluding the cost of freight from our plants to our distribution terminals.
(3) Net of freight per ton, including Joint Venture.
Three months ended September 30, 2026
Cement Revenue was $390.5 million, a 1% increase, for the three months ended September 30, 2026. This increase was due to higher gross sales prices and Sales Volume, which increased Cement Revenue by $3.4 million and $2.2 million, respectively.
Cement Operating Earnings decreased by $11.0 million to $108.8 million for the three months ended September 30, 2026. The decrease was due to higher operating costs of $15.0 million, partially offset by higher gross sales prices and Sales Volume of $3.4 million and $0.6 million, respectively. The increase in operating costs was mainly due to higher freight, purchased raw materials, and labor and other fixed costs of approximately $4.9 million, $5.6 million, and $3.8 million, respectively. The Operating Margin decreased to 28% from 31% because of higher operating costs, partially offset by the increase in gross sales prices.
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Six months ended September 30, 2026
Cement Revenue was $768.4 million, a 5% increase, for the six months ended September 30, 2026. This increase was due to higher gross sales prices and Sales Volume, which increased Cement Revenue by $7.9 million and $28.0 million, respectively.
Cement Operating Earnings decreased by $18.5 million to $182.4 million for the six months ended September 30, 2026. The decrease was due to higher operating costs of $32.9 million, which were partially offset by higher Sales Volume and higher gross sales prices of $6.5 million and $7.9 million, respectively. The increase in operating costs was mainly due to higher freight, purchased raw materials, and maintenance costs of approximately $4.9 million, $9.8 million, and $13.4 million, respectively. The Operating Margin decreased to 24% from 27% because of higher operating costs, partially offset by the increase in gross sales prices and Sales Volume.
CONCRETE AND AGGREGATES
Revenue, including Intersegment
(4,195
(4,178
(8,711
(8,030
Sales Volume
M Cubic Yards of Concrete
365
347
681
669
M Tons of Aggregate
1,874
1,985
(6
3,615
3,716
Average Net Sales Price
Concrete, Per Cubic Yard
160.18
153.68
158.61
152.11
Aggregates, Per Ton
14.00
14.31
(2
14.28
(47
(42
Concrete and Aggregates Revenue increased 7% to $91.4 million for the three months ended September 30, 2026. The increase was due to higher Concrete and Aggregates gross sales prices of $2.5 million and $1.9 million, respectively, and higher Concrete Sales Volume of $2.8 million, which were partially offset by lower Aggregates Sales Volume, which reduced Revenue by $1.6 million.
Operating Earnings were approximately $4.2 million, a 47% decrease. The decrease was due to higher operating costs of $7.8 million and lower Sales Volume of $0.3 million, partially offset by higher gross sales prices of $4.4 million. The increase in operating costs was primarily due to higher materials, delivery, depreciation, depletion, and amortization, and maintenance expenses of approximately $1.9 million, $2.7 million, $0.8 million, and $1.5 million, respectively.
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Concrete and Aggregates Revenue increased 5% to $172.2 million for the six months ended September 30, 2026. The increase was due to higher Concrete and Aggregates gross sales prices of $4.5 million and $3.3 million, respectively, and higher Concrete Sales Volume of $1.8 million, and was partially offset by lower Aggregates Sales Volume of $1.5 million.
Operating Earnings were approximately $8.2 million, a 42% decrease. The decrease was due to higher operating costs of $13.3 million and lower Sales Volume of $0.2 million, which were partially offset by higher gross sales prices of $7.7 million. The higher operating costs were primarily due to higher materials, delivery, depreciation, depletion, and amortization, and maintenance expenses of approximately $1.9 million, $4.1 million, $1.7 million, and $3.1 million, respectively.
Light Materials
GYPSUM WALLBOARD
Sales Volume (MMSF)
696
648
1,468
1,432
Freight and Delivery Costs Billed to Customers
(40,091
(32,567
(82,915
(71,939
Average Net Sales Price, per MSF (1)
209.37
232.94
209.51
232.65
Freight, per MSF
57.60
50.26
56.48
50.24
Operating Margin, per MSF
82.53
103.87
(21
89.09
111.70
(20
(15
(1) Net of freight per MSF.
Gypsum Wallboard Revenue was $185.7 million, a 1% increase, for the three months ended September 30, 2026. Higher Sales Volume increased Revenue by $13.6 million, partially offset by lower gross sales prices of approximately $11.4 million. Our market share remained relatively consistent during the three months ended September 30, 2026.
Operating Earnings decreased 15% to $57.4 million, primarily because of lower gross sales prices of $11.4 million and higher operating costs of $3.5 million, partially offset by higher Sales Volume of $5.0 million. The higher operating costs were primarily related to freight of $5.1 million, partially offset by lower depreciation, depletion, and amortization of $1.1 million. Operating Margin decreased to 31% for the three months ended September 30, 2026, primarily because of lower gross sales prices.
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Gypsum Wallboard Revenue was $390.4 million, a 4% decrease for the six months ended September 30, 2026. Lower gross sales prices negatively affected Revenue by approximately $24.8 million, partially offset by higher Sales Volume of $10.2 million. Our market share remained relatively consistent during the six months ended September 30, 2026.
Operating Earnings decreased 18% to $130.8 million, primarily because of lower gross sales prices of $24.8 million and higher operating costs of $8.0 million, partially offset by higher Sales Volume of $3.6 million. The higher operating costs were primarily related to freight, which decreased Operating Earnings by approximately $9.2 million, partially offset by lower depreciation, depletion, and amortization of $2.4 million. Operating Margin decreased to 33% for the six months ended September 30, 2026, primarily because of lower gross sales prices.
RECYCLED PAPERBOARD
(22,911
(19,471
(44,828
(41,443
86
82
178
Average Net Sales Price, per ton (1)
622.90
598.48
611.28
581.55
126.74
134.34
134.98
119.30
(1) Net of freight per ton.
Recycled Paperboard Revenue increased 10% to $53.6 million during the three months ended September 30, 2026. Higher Sales Volume and gross sales prices increased Revenue by $3.0 million and $2.1 million, respectively. Higher gross sales prices were related to the pricing provision changes in our long-term sales agreements.
Operating Earnings decreased 1% to $10.9 million, primarily because of higher operating costs, which decreased Operating Earnings by $2.9 million. This was partially offset by higher gross sales prices and Sales Volume, which increased Operating Earnings by approximately $2.1 million and $0.7 million, respectively. The increase in operating costs was primarily related to higher fiber and fiber freight of approximately $2.6 million and $1.1 million, respectively, which was partially offset by lower depreciation of $1.4 million. Operating Margin decreased to 20% in the quarter ended September 30, 2026, from 22% in the quarter ended September 30, 2025, largely because of the increase 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 increased 9% to $109.1 million during the six months ended September 30, 2026. Higher Sales Volume and gross sales prices increased revenue by $4.1 million and $5.3 million, respectively. Higher gross sales prices were related to the pricing provision changes in our long-term sales agreements.
Operating Earnings increased 17% to $24.0 million, primarily because of higher gross sales prices and Sales Volume, which increased Operating Earnings by $5.2 million and $0.9 million, respectively. The increase was partially offset by higher operating costs, which reduced Operating Earnings by approximately $2.6 million. The increase in operating costs was primarily related to higher fiber, fiber freight, and fixed costs of approximately $2.2 million, $2.4 million, and $0.8 million, respectively, which was partially offset by lower depreciation of $2.7 million. Operating Margin increased to 22% in the six months ended September 30, 2026, from 21% in the six months ended September 30, 2025, primarily because of the increase in 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, 2026 (the Annual Report). The two 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 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
We believe we have access at the present time 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 12 months. In the long term, we intend to rely on our existing financial resources, together with borrowings under existing and future credit facilities and potential offerings of our securities in private or public markets. 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 12-month period.
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Cash Flow
The following table provides a summary of our cash flow.
Investing Activities:
Financing Activities:
Net Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities increased by $23.1 million to $364.3 million during the six months ended September 30, 2026. This increase was primarily attributable to higher cash flows from changes in Working Capital and non-cash activity of $24.8 million and $45.4 million, respectively, partially offset by lower Operating Earnings of $47.1 million.
Working Capital decreased by $72.7 million to $618.1 million at September 30, 2026, compared with March 31, 2026. The decrease was primarily due to lower Cash and Inventories as well as higher Accounts Payable, of $56.8 million, $46.7 million, and $10.6 million, respectively. This was partially offset by $35.5 million of higher Accounts Receivable, net and $5.9 million of higher Prepaids and Other Assets.
The increase in Accounts Receivable at September 30, 2026, was primarily related to higher Revenue during the three months ended September 30, 2026, compared with the three months ended March 31, 2026. As a percentage of quarterly sales generated for the respective quarter, Accounts Receivable was approximately 40% and 48% at September 30, 2026, and March 31, 2026, respectively. Management 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 September 30, 2026.
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Our Inventory balance at September 30, 2026, decreased by approximately $46.7 million from our balance at March 31, 2026. Within Inventory, Raw Materials and Materials-in-Progress and Finished Cement declined $42.3 million and $4.9 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 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 six months ended September 30, 2026, was approximately $249.7 million, compared with $184.6 million during the same period in 2025. The $65.0 million increase was primarily related to the modernization and expansion of our Mountain Cement facility in Laramie, Wyoming.
Net Cash Used in Financing Activities was $171.4 million during the six months ended September 30, 2026, compared with $142.0 million during the same period in 2025. The $29.5 million increase was mainly related to lower borrowings, net of repayments of $55.0 million, partially offset by lower Purchase and Retirement of Common Stock and Shares Redeemed to Settle Employee Taxes of $21.7 million and $3.0 million, respectively.
Our debt-to-capitalization ratio and net-debt-to-capitalization ratio were 53.6% and 50.0%, respectively, at September 30, 2026, compared with 54.7% and 50.1%, respectively, at March 31, 2026.
Debt Financing Activities
Below is a summary of the Company’s outstanding debt facilities at September 30, 2026.
Maturity
February 2030
2.500% Senior Unsecured Notes
July 2031
5.000% Senior Unsecured Notes
March 2036
See Note (L) 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.
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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 September 30, 2026, we had no outstanding Revolving Loans under the Revolving Credit Facility and $13.1 million of outstanding letters of credit, leaving us with $736.9 million of available borrowings under the Revolving Credit Facility, net of outstanding letters of credit. We are contingently liable for performance under $52.9 million in performance bonds relating primarily to our mining operations. We do not have any off-balance sheet debt or any outstanding debt guarantees as of September 30, 2026.
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, the Term Loan, and any Revolving Credit Loans, 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 we make 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 $40.3 million of lease liabilities at September 30, 2026, with an average remaining life of approximately 10.8 years.
Dividends paid were $15.6 million and $16.6 million for the six months ended September 30, 2026, and 2025, 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 six months ended September 30, 2026, 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, 2026
182,500
198.66
May 1 through May 31, 2026
125,000
205.70
June 1 through June 30, 2026
99,000
220.85
Quarter 1 Totals
406,500
206.23
July 1 through July 31, 2026
159,000
210.63
August 1 through August 31, 2026
76,000
207.93
September 1 through September 30, 2026
69,881
183.72
Quarter 2 Totals
304,881
203.79
Year-to-Date Totals
711,381
205.18
2,218,491
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 September 30, 2026, we have repurchased approximately 53.7 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 six months ended September 30, 2026, the Company withheld from employees 29,534 shares of stock upon the vesting of Restricted Shares that were granted under the 2023 Equity Incentive 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.
The following table details capital expenditures by category.
Land and Quarries
1,353
3,057
Plants
147,983
150,924
Buildings, Machinery and Equipment
100,320
30,654
Total Capital Expenditures
Capital expenditures for fiscal 2027 are expected to range from $490.0 million to $525.0 million and will be allocated across both Heavy Materials and Light Materials sectors. These estimated capital expenditures will be for the expansions and modernizations of our Mountain Cement facility in Laramie, Wyoming and our gypsum wallboard plant in Duke, Oklahoma, as well as for ongoing maintenance and improvements, and other safety and regulatory projects.
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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, 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, 2026, 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.
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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 September 30, 2026, under which borrowings bear interest at a variable rate. A hypothetical 100 basis point increase in interest rates on the $273.8 million of borrowings under the Term Loan at September 30, 2026, would increase interest expense by approximately $2.7 million on an annual basis. At present, we do not use 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 designed to ensure that information relating to the Company that we are required to disclose in the reports 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 multi-year Enterprise Resource Planning (ERP) implementation to upgrade our information technology platforms and business processes. The ERP upgrade began in fiscal 2025 with implementation at the Corporate level and will continue in phases over several years. 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 will result in changes to our internal control over financial reporting. 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) during the three months ended September 30, 2026, 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, 2026, 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 we undertake, 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 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 (O) to the Unaudited Consolidated Financial Statements.
Item 1A. Risk Factors
There have been no material changes to the risk factors as disclosed in Part 1. Item 1A. Risk Factors in our Form 10-K for the fiscal year ended March 31, 2026, filed with the Securities and Exchange Commission on May 19, 2026.
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 September 30, 2026.
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
Certificate of Amendment of Restated Certificate of Incorporation filed as Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the Commission on July 31, 2026, (File No. 001-12984) and incorporated herein by reference.
3.5
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.
3.6
Amendment to Second Amended and Restated Bylaws filed as Exhibit 3.2 to the Company's Current Report on Form 8-K, filed with the Commission on July 31, 2026, (File No. 001-12984) and incorporated herein by reference.
10.1*
Non-Employee Director Compensation Summary. (1)
10.2*
Form of Director Restricted Stock Agreement. (1)
10.3*
Form of Director Stock Option Agreement. (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
November 4, 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/ SAMUEL M. GUZMAN JR.
Samuel M. Guzman Jr.
Senior Vice President – Chief Accounting Officer and Controller
(principal accounting officer)