Kesler Dale Craig 4
4 · EAGLE MATERIALS INC · Filed Apr 2, 2026
Research Summary
AI-generated summary of this filing
Eagle Materials (EXP) CFO Dale Kesler Converts RSUs; Shares Withheld
What Happened
Dale Craig Kesler, EVP and CFO of Eagle Materials (EXP), had restricted stock units (RSUs) vest on March 31, 2026. The filing shows 951 RSUs converted into 951 shares (valued at $181.50/share, $172,607). To satisfy tax withholding obligations, the issuer withheld a total of 1,535 shares (two withholding transactions of 1,159 and 376 shares) at $181.50 per share, totaling $278,603. These were withholding dispositions rather than open-market sales.
Key Details
- Transaction date: March 31, 2026; Form 4 filed April 2, 2026 (timely filing).
- Price used: $181.50 per share (closing price on prior trading day, per footnote).
- Converted/Acquired: 951 shares from RSU conversion, $172,607 total.
- Withheld/Disposed for tax: 1,159 shares ($210,359) and 376 shares ($68,244); combined withheld = 1,535 shares ($278,603).
- Footnotes: F2 notes 1,159 shares were withheld related to prior restricted stock awards (awards from 5/23/23 and 5/19/22); F3 clarifies each RSU equals one share; F4 describes the 5/24/24 grant of 2,833 RSUs vesting ratably (one installment vested 3/31/26).
- Shares owned after transaction: not specified in the provided extract of the filing.
Context
This filing reflects RSU vesting and routine tax-withholding (transaction codes M = exercise/conversion of derivative; F = tax withholding), not an open-market buy or discretionary sale. Tax-withholding dispositions are common when awards vest and do not necessarily indicate a change in insider sentiment.
Insider Transaction Report
- Tax Payment
Common Stock
[F1][F2]2026-03-31$181.50/sh−1,159$210,359→ 54,086 total - Exercise/Conversion
Common Stock
[F1]2026-03-31$181.50/sh+951$172,607→ 55,037 total - Tax Payment
Common Stock
[F1]2026-03-31$181.50/sh−376$68,244→ 54,661 total - Exercise/Conversion
Restricted Stock Units
[F3][F4]2026-03-31−951→ 950.575 total→ Common Stock (951 underlying)
- 160(indirect: By IRA)
Common Stock
Footnotes (4)
- [F1]In accordance with the issuer's 2023 Equity Incentive Plan, this price represents the closing price per share of Common Stock on the previous trading day.
- [F2]1,159 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on (a) 1,299 shares of restricted stock awarded to the reporting person on 5/23/23 (Form 4 filed 5/25/23); and (b) 1,634 shares of restricted stock awarded to the reporting person on 5/19/22 (Form 4s filed 5/23/22 and 5/10/23). Because the reporting person's restricted holdings have been included in the direct ownership of Common Stock disclosed by the reporting person, the reporting person's direct ownership of Common Stock has been reduced by 1,159 shares to reflect this tax withholding.
- [F3]Each restricted stock unit represents a contingent right to receive one share of EXP common stock.
- [F4]On May 24, 2024, the reporting person was granted 2,833 restricted stock units, vesting ratably in three installments on the first anniverary of the date of award; on March 31, 2026; and on March 31, 2027. Upon vesting, any related dividend-equivalent RSUs are also vested at that time.