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Eagle Materials Inc. announced that Senior Vice President Sam Guzman acquired 416 shares of common stock on July 23, 2026, through the vesting of restricted stock units granted under the company's 2023 Equity Incentive Plan. Reported on July 27, 2026, the transaction included the sale of 102 shares to cover tax withholding, leaving Guzman with direct ownership of 314 shares of Eagle Materials common stock.
Key Points
- NYSE: EXP
- Sam Guzman, Senior Vice President, vested 416 restricted stock units on July 23, 2026
- Sold 102 shares at $203.37 each for tax withholding; retains 314 shares post-transaction
- Restricted stock units granted on July 23, 2025, vest evenly over three years through July 2028
Details on Restricted Stock Unit Vesting and Equity Compensation
Senior Vice President Sam Guzman received 416 restricted stock units vesting on July 23, 2026, the first of three equal installments from a total grant of 1,242 units awarded on July 23, 2025, under Eagle Materials’ 2023 Equity Incentive Plan. These units vest ratably on July 23 of 2026, 2027, and 2028, with each unit entitling Guzman to one share of common stock.
This multi-year vesting schedule is a standard equity compensation approach designed to align executive incentives with long-term shareholder value, promote retention, and reward sustained performance. Dividend equivalent units may also accrue and vest alongside the underlying restricted stock units, enhancing participant value.
Stock Sale and Tax Withholding Process
On July 23, 2026, Guzman sold 102 shares at $203.37 per share to fulfill tax withholding requirements associated with the vesting event, as indicated by transaction code "F" in the disclosure. This automatic sale is a common practice where companies liquidate a portion of vested shares to cover tax liabilities. Following this sale, Guzman retained 314 shares of Eagle Materials common stock.
The $203.37 share price corresponds to the closing price on July 22, 2026, the trading day before the vesting and sale, consistent with the pricing rules outlined in the company’s equity compensation plan.
Direct Ownership and Insider Equity Position
The filing confirms that Guzman’s beneficial ownership of Eagle Materials shares is held directly, with no indirect holdings through other entities. His 314 shares represent his current direct equity stake in the company. Although modest relative to the company’s total capitalization, this ownership aligns with his role as Senior Vice President and reflects typical accumulation of equity through annual vesting of restricted stock units.
Overview of the 2023 Equity Incentive Plan
Eagle Materials’ 2023 Equity Incentive Plan governs the issuance, vesting, and administration of equity awards like Guzman’s restricted stock units. The plan defines pricing methodologies, vesting schedules, and tax withholding procedures applicable to all equity grants issued under its authority.
The plan specifies that the closing stock price on the trading day prior to vesting determines valuation for tax and accounting purposes, ensuring compliance with securities regulations and providing transparent, market-based pricing.
Section 16 Reporting and Insider Transaction Compliance
Guzman’s Form 4 filing, submitted on July 27, 2026, fulfills his Section 16(a) reporting obligations under the Securities Exchange Act of 1934, which requires officers and directors to disclose ownership changes within two business days. As a Senior Vice President, Guzman is subject to these insider reporting rules, and the filing was timely made three business days after the July 23 transaction.
Section 16 disclosures enhance investor transparency by providing a public record of insider transactions accessible via the SEC’s EDGAR system, helping detect potential conflicts of interest or unlawful insider trading.
Stock Price and Valuation Details
The $203.37 per share price used for Guzman’s transaction reflects Eagle Materials’ closing price on July 22, 2026, serving as the basis for valuing vested restricted stock units and calculating tax withholding. The disclosure does not specify the total dollar value of Guzman’s transactions or detailed tax calculations, which investors would need to derive from the share quantities and per-share price.
Attorney-in-Fact Signing and Filing Execution
The Form 4 was signed on Guzman’s behalf by attorney-in-fact Scott M. Wilson on July 27, 2026, a standard administrative practice authorized by power of attorney. This delegation does not affect the disclosure’s substance or Guzman’s reporting responsibilities.
The filing includes legal declarations emphasizing the seriousness of accurate reporting under federal law.
Investor Insights on Insider Equity Activity
Guzman’s acquisition of shares via restricted stock unit vesting is a routine equity compensation event rather than a discretionary insider trade. Such vesting demonstrates ongoing equity alignment between senior management and shareholders through the company’s compensation programs.
Investors tracking insider activity may analyze patterns in restricted stock grants, vesting timelines, and tax withholding sales across executives to gauge compensation strategies and alignment with shareholder interests. Guzman’s remaining restricted stock units will continue vesting on July 23 in 2027 and 2028.
Remaining Vesting Schedule and Outstanding Awards
After the July 23, 2026 vesting, Guzman holds 831.68 unvested restricted stock units from the original 1,242-unit grant, scheduled to vest in two equal installments on July 23, 2027 and July 23, 2028. These units will continue to accrue dividend equivalents until fully vested.
The disclosure does not indicate whether Guzman holds additional equity awards beyond those reported. For comprehensive equity holdings, investors should consult prior Form 4 filings or the company’s latest proxy statement, which detail all outstanding awards held by named executives.
