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EAGLE MATERIALS INC

For the period ended Jun 30, 2025. Filed Jul 30, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Jul 30, 2025

EXP$186.04-1.7%Stored close · as of Nov 6, 2026

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Notes to Unaudited Consolidated Financial Statements

Eagle Materials Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

(A) BASIS OF PRESENTATION

The accompanying Unaudited Consolidated Financial Statements as of and for the three-month period ended June 30, 2025, include the accounts of Eagle Materials Inc. and its majority-owned subsidiaries (collectively, the Company, us, or we) and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. These Unaudited Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, filed with the Securities and Exchange Commission on May 20, 2025.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. In our opinion, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the information in the following Unaudited Consolidated Financial Statements of the Company have been included. The results of operations for interim periods are not necessarily indicative of the results for the full year.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

PENDING ADOPTION

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which focuses on the rate reconciliation and income taxes paid. ASU 2023-09 requires public entities to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts organized by specified categories with certain reconciling items broken out by nature and jurisdiction to the extent those items exceed a specified threshold. Additionally, all entities are required to disclose income taxes paid, net of refunds received, disaggregated by federal, state, local, and individual jurisdiction if the amount is at least 5% of the total income tax payments, net of refunds received. ASU 2023-09 is effective prospectively for annual periods beginning after December 15, 2024. Early adoption and retrospective application are permitted. ASU 2023-09 will not have any impact on the Company's results of operations, cash flows, and financial condition.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income and Expenses (ASU 2024-03). ASU 2024-03 requires public business entities to disclose additional information about certain key expense categories within major income statement captions in the Notes to the Consolidated Financial Statements. The new standard is effective for fiscal years beginning after December 15, 2026, and is to be applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements.

(B) SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information is as follows:

For the Three Months Ended June 30,
2025 · 2024
(dollars in thousands)
Cash Payments:
Interest$7,948$3,678
Income Taxes734780
Operating Cash Flows Used for Operating Leases1,4982,287
Noncash Financing Activities:
Right-of-Use Assets Obtained for Capitalized Operating Leases$3,325$855
Excise Tax on Share Repurchases787719

(C) ACQUISITION

On January 7, 2025, we purchased Bullskin Stone & Lime, LLC, an aggregates business located in Western Pennsylvania (the Acquisition) for approximately $150.0 million, which will be accounted for under the acquisition method. The purchase price was funded through borrowings under our Revolving Credit Facility. Operations related to the Acquisition are included in the Concrete and Aggregates segment in our segment reporting.

The following table summarizes the preliminary allocation of the purchase price to the fair value of assets acquired and liabilities assumed (based on Level 3 inputs of the fair value hierarchy) as of June 30, 2025. Adjustments to the preliminary purchase price allocation could be significant, particularly with respect to Intangible Assets and Property, Plant, and Equipment.

Fair Value(dollars in thousands)
Accounts Receivable$1,443
Inventories3,354
Prepaid and Other Current Assets229
Property, Plant, and Equipment35,097
Intangible Assets39,400
Accounts Payable and Accrued Liabilities(327)
Other Long-term Liabilities(792)
Total Net Assets Acquired78,404
Goodwill71,543
Total Purchase Price$149,947

The estimated useful lives assigned to Property, Plant, and Equipment range from 5 to 30 years. Goodwill represents the excess purchase price over the fair value of the assets acquired and the liabilities assumed. The Goodwill was generated by the availability of co-product sales and the opportunity associated with the expansion of our Aggregates business to the Western Pennsylvania region of the United States. All Goodwill generated from the Acquisition is deductible for income tax purposes.

The following table is a summary of the fair value estimates of the identifiable intangible assets and their weighted-average useful lives:

Weighted-Average Life (in years) · Estimated Fair Value(dollars in thousands)
Customer Relationships15$38,900
Trade Name and Technology5500
Total Intangible Assets$39,400

The following table presents the Revenue and Operating Earnings related to the Acquisition that have been included in our Consolidated Statement of Earnings for the three months ended June 30, 2025.

(dollars in thousands)
Revenue$7,202
Operating Earnings$1,634

Included in Operating Earnings shown above is approximately $1.7 million related to depreciation and amortization.

(D) REVENUE

We earn Revenue primarily from the sale of products, which include cement, concrete, aggregates, gypsum wallboard, and recycled paperboard. The vast majority of Revenue from the sale of concrete, aggregates, and gypsum wallboard is originated by purchase orders from our customers, who are mostly third-party contractors and suppliers. Revenue from the sale of cement is recognized at the point-of-sale to customers under sales orders. Revenue from our Recycled Paperboard segment is generated mainly through long-term supply agreements. These agreements do not have a stated maturity date, but may be terminated by either party with atwo tothree-year notice period. We invoice customers upon shipment, and our collection terms range from 30 to 75 days. Revenue from the sale of cement, concrete, aggregates, and gypsum wallboard not related to long-term supply agreements is recognized upon shipment of the related products to customers, which is when title and ownership are transferred, and the customer is obligated to pay.

Revenue from sales under our long-term supply agreements is also recognized upon transfer of control to the customer, which generally occurs at the time the product is shipped from the production facility or terminal location. Our long-term supply agreements with customers define, among other commitments, the volume of product we must provide and the volume that the customer must purchase by the end of the defined periods. Pricing structures under our agreements are generally market-based, but are subject to certain contractual adjustments. Shortfall amounts, if applicable under these arrangements, are constrained and not recognized as Revenue until an agreement is reached with the customer and, therefore, are not subject to the risk of reversal.

The Company offers certain of its customers, including those with long-term supply agreements, rebates and incentives, which we treat as variable consideration. We adjust the amount of Revenue recognized for the variable consideration using the most likely amount method based on past history and projected volumes in the rebate and incentive period. Any amounts billed to customers for taxes are excluded from Revenue.

The Company has elected to treat freight and delivery charges we pay for the delivery of goods to our customers as a fulfillment activity rather than a separate performance obligation. When we arrange for a third party to deliver products to customers, fees for shipping and handling billed to the customer are recorded as Revenue, while costs we incur for shipping and handling are recorded as expenses and included in Cost of Goods Sold.

Other Non-Operating Income includes lease and rental income, asset sale income, non-inventoried aggregates sales income, distribution center income, and trucking income, as well as other miscellaneous revenue items and costs that have not been allocated to a business segment.

See Note (N) to the Unaudited Consolidated Financial Statements for disaggregation of revenue by segment.

(E) ACCOUNTS RECEIVABLE

Accounts Receivable are shown net of the allowance for doubtful accounts totaling $6.6 million and $6.7 million at June 30, 2025, and March 31, 2025, respectively. We perform ongoing credit evaluations of our customers’ financial condition and generally require no collateral from our customers. The allowance for non-collection of receivables is based on analysis of economic trends in the construction industry, detailed analysis of the expected collectability of past due accounts receivable, and the expected collectability of overall receivables. We have no significant credit risk concentration among our diversified customer base.

(F) INVENTORIES

Inventories are stated at the lower of average cost (including applicable material, labor, depreciation, and plant overhead) or net realizable value. Raw Materials and Materials-in-Progress include clinker, which is an intermediary product before it is ground into cement powder. Quantities of Raw Materials and Materials-in-Progress, Aggregates, and Coal inventories, are based on measured volumes, subject to estimation based on the size and location of the inventory piles, and are converted to tonnage using standard inventory density factors. Inventories consist of the following:

June 30,March 31,
20252025
(dollars in thousands)
Raw Materials and Materials-in-Progress$151,324$164,683
Finished Cement63,24967,711
Aggregates16,37117,681
Gypsum Wallboard6,0875,708
Recycled Paperboard7,1247,814
Repair Parts and Supplies125,182126,983
Fuel and Coal24,06424,595
$393,401$415,175

(G) ACCRUED EXPENSES

Accrued Expenses consist of the following:

June 30, · March 31,
2025 · 2025
(dollars in thousands)
Payroll and Incentive Compensation$20,083$31,918
Benefits16,72416,950
Interest12,5417,689
Dividends8,3788,463
Property Taxes8,3995,836
Power and Fuel3,1714,045
Freight4,6633,664
Excise Tax4,6083,822
Legal and Professional3,8803,953
Sales and Use Tax1,6191,500
Other3,6118,237
$87,677$96,077

(H) LEASES

We lease certain real estate, buildings, and equipment, including railcars and barges. Certain of these leases contain escalations of rent over the term of the lease, as well as options for us to extend the term of the lease at the end of the original term. These extensions range from periods ofone year to 20 years. Our lease agreements do not contain material residual value guarantees or material restrictive covenants. In calculating the present value of future minimum lease payments, we use the rate implicit in the lease if it can be determined. Otherwise, we use our incremental borrowing rate in effect at the commencement of the lease to determine the present value of the future minimum lease payments. Additionally, we lease certain equipment under short-term leases with initial terms of less than 12 months, which are not recorded on the balance sheet.

Lease expense for our operating and short-term leases is as follows:

For the Three Months Ended June 30,
2025 · 2024
(dollars in thousands)
Operating Lease Cost$2,199$2,047
Short-Term Lease Cost623341
Total Lease Cost$2,822$2,388

The Right-of-Use Assets and Lease Liabilities are reflected on our Balance Sheet as follows:

June 30, · March 31,
2025 · 2025
(dollars in thousands)
Operating Leases:
Operating Lease Right-of-Use Assets$31,866$29,313
Current Operating Lease Liabilities$4,688$4,032
Noncurrent Operating Lease Liabilities35,12333,597
Total Operating Lease Liabilities$39,811$37,629

Future payments for operating leases are as follows:

Amount
Fiscal Year · (dollars in thousands)
2026 (remaining nine months)$4,360
20275,227
20284,467
20294,044
20304,130
Thereafter30,037
Total Lease Payments$52,265
Less: Imputed Interest(12,454)
Present Value of Lease Liabilities$39,811
Weighted-Average Remaining Lease Term (in years)11.8
Weighted-Average Discount Rate4.42%

(I) EQUITY AWARDS

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

Fiscal 2026 Equity Awards

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

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

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

Measurement Period (in years)2.86
Risk-Free Interest Rate4.0%
Dividend Yield0.5%
Volatility31.3%
Estimated Fair Value of Market-Based PSAs at Grant Date$213.66

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

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

STOCK OPTIONS

Stock option expense for all outstanding stock option awards totaled approximately $0.4 million and $0.3 million for the three months ended June 30, 2025 and 2024, respectively. At June 30, 2025, there was approximately $3.7 million of unrecognized compensation cost related to outstanding stock options, which is expected to be recognized over a weighted-average period of 2.4 years.

The following table represents stock option activity for the three months ended June 30, 2025:

Numberof Shares · Weighted-AverageExercisePrice
Outstanding Options at March 31, 2025184,233$95.75
Granted29,424$213.66
Exercised—$—
Cancelled—$—
Outstanding Options at June 30, 2025213,657$111.99
Options Exercisable at June 30, 2025164,778
Weighted-Average Fair Value of Options Granted During the Year$90.94

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

Options Outstanding · Options Exercisable
Range of Exercise PricesNumber ofSharesOutstandingWeighted-AverageRemainingContractualLife (in years)Weighted-AverageExercisePriceNumber ofSharesOutstandingWeighted-AverageExercisePrice
$59.32 - $81.2888,0604.29$63.0188,060$63.01
$91.21 - $100.8832,8523.02$94.9532,852$94.95
$118.27 - $139.2548,9316.87$126.5936,079$126.93
$143.09 - $261.7643,8142.59$206.917,787$166.51
213,6574.33$111.99164,778$88.26

At June 30, 2025, the aggregate intrinsic value of the outstanding and exercisable options was approximately $19.8 million and $18.7 million, respectively. There wereno options exercised during the three months ended June 30, 2025.

RESTRICTED STOCK UNITS AND RESTRICTED STOCK

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

Numberof Shares · Weighted-AverageGrant DateFair Value
Restricted Stock Units and Nonvested Restricted Stock at March 31, 2025194,099$150.56
Granted58,546$213.66
Vested(62,204)$91.22
Cancelled—$—
Restricted Stock Units and Nonvested Restricted Stock at June 30, 2025190,441$126.88

Expense related to restricted stock units and restricted stock was approximately $4.5 million and $4.3 million for the three months ended June 30, 2025, and 2024, respectively. At June 30, 2025, there was approximately $30.2 million of unearned compensation from restricted stock units and nonvested restricted shares, which will be recognized over a weighted-average period of 1.8 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 1,255,563 at June 30, 2025.

(J) COMPUTATION OF EARNINGS PER SHARE

The calculation of basic and diluted common shares outstanding is as follows:

For the Three Months Ended June 30,
20252024
Weighted-Average Shares of Common Stock Outstanding32,624,07533,734,280
Effect of Dilutive Shares:
Assumed Exercise of Outstanding Dilutive Options178,757250,430
Less Shares Repurchased from Proceeds of Assumed Exercised Options(78,526)(98,558)
Restricted Stock and Restricted Stock Units84,262106,871
Weighted-Average Common Stock and Dilutive Securities Outstanding32,808,56833,993,023
Shares Excluded Due to Anti-Dilution Effects, Including Contingent Awards64,21656,641

(K) PENSION AND EMPLOYEE BENEFIT PLANS

Wesponsor several single-employer defined benefit plans and defined contribution plans, which together cover 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 thelast few years of employment. These plans have been frozen to new participants and new benefits over the last several years, with the last plan frozen during fiscal 2020. Our defined benefit plans are all fully funded, with plan assets exceeding the benefit obligation at March 31, 2025. Due to the frozen status and current funding of the single-employer pension plans, our expected pension expense for fiscal 2026 is less than $0.1 million.

(L) INCOME TAXES

Income Taxes for the interim periods presented have been included in the accompanying financial statements on the basis of an estimated annual effective tax rate. In addition to the amount of tax resulting from applying the estimated annual effective tax rate to pre-tax income, we will include, when appropriate, certain items treated as discrete events to arrive at an estimated overall tax amount. The effective tax rate for the three months ended June 30, 2025, was approximately 22%, which is consistent with the tax rate for the three months ended June 30, 2024. The effective tax rate was higher than the U.S. statutory rate of 21% mainly due to state income taxes, partially offset by a benefit recognized related to percentage depletion.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing the impact of the OBBBA on its consolidated financial statements.

(M) LONG-TERM DEBT

Long-term Debt at June 30, 2025 was as follows:

June 30, 2025 · March 31, 2025
(dollars in thousands)
Revolving Credit Facility$275,000$200,000
2.500% Senior Unsecured Notes Due 2031750,000750,000
Term Loan292,500296,250
Total Debt1,317,5001,246,250
Less: Current Portion of Long-term Debt(15,000)(15,000)
Less: Unamortized Discount and Debt Issuance Costs(7,617)(7,934)
Long-term Debt$1,294,883$1,223,316

Revolving Credit Facility

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 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, plus½ of 1%, and (c) the Adjusted Term SOFR (as defined in the Revolving Credit Facility) for a one-month interest period on any applicable day, or if such day is not a business day, the immediately preceding business day, plus 1.0%, in each case plus an agreed upon spread (ranging from 0 to 62.5 basis points), which is established quarterly based on the Company's credit rating. The Company is also required to pay a facility fee on unused available borrowings under the Revolving Credit Facility ranging from 9 to 22.5 basis points, which is established based on the Company's then credit rating.

The Company pays each lender a participation fee with respect to such lender’s participations in letters of credit, which fee accrues at the same Applicable Rate (as defined in the Revolving Credit Facility) used to determine the interest rate applicable to Eurodollar Revolving Loans (as defined in the Revolving Credit Facility), plus a fronting fee for each letter of credit issued by the issuing bank in an amount equal to 12.5 basis points per annum on the daily maximum amount then available to be drawn under such letter of credit. The Company also pays each issuing bank such bank’s standard fees with respect to issuance, amendment or extensions of letters of credit and other processing fees, and other standard costs and charges relating to such issuing bank’s letters of credit from time to time.

There was $275.0 million of outstanding borrowings under the Revolving Credit Facility, plus $9.9 million outstanding letters of credit as of June 30, 2025, leaving us with $465.1 million of available borrowings under the Revolving Credit Facility, net of the outstanding letters of credit. We were in compliance with all Financial Covenants on June 30, 2025; therefore, the entire $465.1 million is available for future borrowings.

Term Loan

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).

2.500% Senior Unsecured Notes Due 2031

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.

(N) SEGMENT INFORMATION

Operating segments are defined as components of an enterprise that engage in business activities that earn revenue, incur expenses, and prepare separate financial information that is evaluated regularly by our chief operating decision maker (CODM), who is our President and Chief Executive Officer, to assist in allocating resources and assessing performance. This assessment is primarily based on segment earnings from operations, as management believes this is the best metric for segment operating performance. The CODM uses operating income 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.

Ourbusiness is organized intotwo sectors, within which there arefour reportable business segments. The Heavy Materials sector includes the Cement and Concrete and Aggregates segments. The Light Materials sector includes the Gypsum Wallboard and Recycled Paperboard segments. The Company's operating segments are the same as the Company's reporting segments.

Our primary products, portland cement and gypsum wallboard, are essential for building, expanding, and repairing roads, highways, and residential, commercial and industrial structures across America. We manufacture and sell our products through a network of more than 70 facilities spanning 21 states. Demand for our products is generally cyclical and seasonal, depending on economic and geographic conditions. Our operations are conducted in the United States and include the mining of limestone for the manufacture, production, distribution, and sale of portland cement (a basic construction material that is the essential binding ingredient in concrete); the grinding and sale of slag; the mining of gypsum for the manufacture and sale of gypsum wallboard; the manufacture and sale of recycled paperboard to the gypsum wallboard industry and other paperboard converters; the sale of readymix concrete; and the mining and sale of aggregates (crushed stone, sand, and gravel).

Weoperate eight modern cement plants, two slag grinding facilities, and over 30 cement distribution terminals. One cement plant andone slag plant are operated though our joint venture located in Buda, Texas (the Joint Venture). Our cement companies focus on the U.S. heartland and operate as an integrated network selling product primarily in California, Colorado, Illinois, Indiana, Iowa, Kansas, Kentucky, Missouri, Nebraska, Nevada, Ohio, Oklahoma, Tennessee, and Texas. We operate over 25 readymix concrete batch plants andseven 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.

Thefollowing 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.

Three Months Ended June 30, 2025(dollars in thousands) · Cement · ConcreteandAggregates · Gypsum Wallboard · Recycled Paperboard · Total
Revenue from External Customers$310,326$73,716$221,516$29,132$634,690
Intersegment Revenue10,0133,852—21,97235,837
Revenue from Joint Venture27,283———27,283
347,62277,568221,51651,104697,810
Reconciliation of Revenue
Intersegment Revenue(35,837)
Revenue from Joint Venture(27,283)
Total Consolidated Revenue$634,690
Less:
Freight and Delivery$28,078$6,889$39,372$—$74,339
Parts, Supplies, and Services (Includes Maintenance)74,70611,6335,3543,11094,803
Energy32,7802,2008,5974,07847,655
Raw Materials21,16029,05746,66721,894118,778
Labor and Fixed Costs44,50910,02316,1175,86576,514
Depreciation, Depletion, and Amortization (1)22,8386,7916,5193,67239,820
Purchased Cement17,274———17,274
Other Segment Items25,1934,8006,2492,98239,224
Segment Profit$81,084$6,175$92,641$9,503$189,403
Reconciliation of Segment Profit and Loss
Corporate General and Administrative Expense(20,783)
Other Non-Operating Income954
Interest Expense(11,716)
Earnings Before Income Taxes$157,858
Three Months Ended June 30, 2024(dollars in thousands) · Cement · ConcreteandAggregates · Gypsum Wallboard · Recycled Paperboard · Total
Revenue from External Customers$299,572$61,038$217,826$30,253$608,689
Intersegment Revenue10,2803,777—23,98738,044
Revenue from Joint Venture29,310———29,310
339,16264,815217,82654,240676,043
Reconciliation of Revenue
Intersegment Revenue(38,044)
Revenue from Joint Venture(29,310)
Total Consolidated Revenue$608,689
Less:
Freight and Delivery$27,148$6,032$36,485$44$69,709
Parts, Supplies, and Services (Includes Maintenance)74,9068,0953,9304,51191,442
Energy33,8971,9277,5973,26546,686
Raw Materials20,99829,90147,07122,622120,592
Labor and Fixed Costs41,6218,00015,4625,46170,544
Depreciation, Depletion, and Amortization (1)22,9174,5306,4733,69037,610
Purchased Cement20,819———20,819
Other Segment Items7,7313,3506,8326,14424,057
Segment Profit$89,125$2,980$93,976$8,503$194,584
Reconciliation of Segment Profit and Loss
Corporate General and Administrative Expense(15,649)
Other Non-Operating Income2,683
Interest Expense(10,684)
Earnings Before Income Taxes$170,934

(1) Depreciation, Depletion, and Amortization for corporate assets was $824 and $740 for the three months ended June 30, 2025, and 2024, respectively.

For the Three Months Ended June 30,
2025 · 2024
(dollars in thousands)
Capital Expenditures
Cement$45,995$18,794
Concrete and Aggregates5,6036,589
Gypsum Wallboard21,9953,280
Recycled Paperboard1,3153,561
Corporate and Other1,189904
$76,097$33,128
June 30, 2025 · March 31, 2025
(dollars in thousands)
Segment Assets
Cement$2,240,842$2,172,459
Concrete and Aggregates411,398408,792
Gypsum Wallboard446,772429,268
Recycled Paperboard161,091166,673
Corporate and Other137,21187,396
$3,397,314$3,264,588
For the Three Months Ended June 30,
2025 · 2024
(dollars in thousands)
Cement Operating Earnings
Wholly Owned$77,280$81,409
Joint Venture3,8047,716
$81,084$89,125
Cement Sales Volume (M tons)
Wholly Owned1,8351,767
Joint Venture158180
1,9931,947

Segment Operating Earnings, including the proportionately consolidated 50% interest in the revenue and expenses of the Joint Venture, represent Revenue, less direct operating expenses, segment Depreciation, and segment Selling, General, and Administrative expenses. We account for intersegment sales at market prices. Corporate assets consist mainly of cash and cash equivalents, general office assets, and miscellaneous other assets.

The basis used to disclose Identifiable Assets; Capital Expenditures; and Depreciation, Depletion, and Amortization conforms with the equity method, and is similar to how we disclose these accounts in our Unaudited Consolidated Balance Sheets and Unaudited Consolidated Statements of Earnings.

The segment breakdown of Goodwill is as follows:

June 30, 2025March 31, 2025
(dollars in thousands)
Cement$227,639$227,639
Concrete and Aggregates118,077118,099
Gypsum Wallboard116,618116,618
Recycled Paperboard7,5387,538
$469,872$469,894

Summarized financial information for the Joint Venture that is not consolidated is set out below. This summarized financial information includes the total amount for the Joint Venture and not our 50% interest in those amounts.

For the Three Months Ended June 30,
20252024
(dollars in thousands)
Revenue$54,567$58,620
Gross Margin$10,942$16,424
Earnings Before Income Taxes$7,608$15,548
June 30, 2025March 31, 2025
(dollars in thousands)
Current Assets$134,470$128,384
Noncurrent Assets$213,567$207,910
Current Liabilities$23,090$25,618
Noncurrent Liabilities$36,814$30,152

(O) INTEREST EXPENSE

The following components are included in Interest Expense, net:

For the Three Months Ended June 30,
2025 · 2024
(dollars in thousands)
Interest Income$(151)$(182)
Interest Expense11,39310,391
Other Expenses474475
Interest Expense, net$11,716$10,684

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.

(P) COMMITMENTS AND CONTINGENCIES

We have certain deductible limits under our workers’ compensation and liability insurance policies for which reserves are established based on the undiscounted estimated costs of known and anticipated claims. We have entered into standby letter of credit agreements relating to workers’ compensation, auto, and general liability self-insurance. At June 30, 2025, we had contingent liabilities under these outstanding letters of credit of approximately $9.9 million.

In the ordinary course of business, we execute contracts involving indemnifications that are both standard in the industry and specific to a transaction, such as the sale of a business. These indemnifications may include claims relating to any of the following: environmental and tax matters; intellectual property rights; governmental regulations and employment-related matters; customer, supplier, and other commercial contractual relationships; and 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 haveno outstanding guarantees.

We are currently contingently liable for performance under $47.9 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.

(Q) FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of our long-term debt has been estimated based on our current incremental borrowing rates for similar types of borrowing arrangements. The fair value of our 2.500% Senior Unsecured Notes at June 30, 2025, is as follows:

Fair Value
(dollars in thousands)
2.500% Senior Unsecured Notes Due 2031$664,000

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 June 30, 2025, because these assets and liabilities have short-term maturities. The fair value of our Revolving Credit Facility and Term Loan also approximates the carrying value at June 30, 2025.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.