EAGLE MATERIALS INC
For the period ended Jun 30, 2026. Filed Jul 29, 2026.
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Jun 30, 2026 · Filed Jul 29, 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, 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.
| For the Three Months Ended June 30, | ||||
|---|---|---|---|---|
| 2026 · 2025 | ||||
| (dollars in thousands) | ||||
| Cash Payments: | ||||
| Interest | $ | 3,953 | $ | 7,948 |
| Income Taxes | 657 | 734 | ||
| Operating Cash Flows Used for Operating Leases | 1,602 | 1,498 | ||
| Non-Cash Financing Activities: | ||||
| Right-of-Use Assets Obtained for Capitalized Operating Leases | $ | 2,504 | $ | 3,325 |
| Excise Tax on Share Repurchases | 838 | 787 | ||
(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 atwo-to-three-year notice period. We invoice customers upon shipment, and our collection terms range from 30 to 75 days. Revenue from the sale of cement, concrete, aggregates, and gypsum wallboard not related to long-term supply agreements is recognized upon shipment of the related products to customers, which is when title and ownership are transferred, and the customer is obligated to pay.
Revenue from sales under our long-term supply agreements is also recognized upon transfer of control to the customer, which generally occurs at the time the product is shipped from the production facility or terminal location. Our long-term supply agreements with customers define, among other commitments, the volume of product we must provide and the volume that the customer must purchase by the end of the defined periods. Pricing structures under our agreements are generally market-based but are subject to certain contractual adjustments. Shortfall amounts, if applicable under these arrangements, are constrained and not recognized as Revenue until an agreement is reached with the customer and, therefore, are not subject to the risk of reversal.
The Company offers certain 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, 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 doubtful accounts totaling $6.7 million and $6.3 million at June 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
Inventoriesare 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 sizeand location of the inventory piles and are converted to tonnage using standard inventory density factors. Inventories consist of the following.
| June 30, | March 31, | |
|---|---|---|
| 2026 | 2026 | |
| (dollars in thousands) | ||
| Raw Materials and Materials-in-Progress | $134,457 | $158,829 |
| Finished Cement | 62,505 | 63,293 |
| Aggregates | 15,766 | 16,073 |
| Gypsum Wallboard | 6,685 | 4,809 |
| Recycled Paperboard | 8,555 | 10,675 |
| Repair Parts and Supplies | 133,038 | 135,110 |
| Fuel and Coal | 18,567 | 19,602 |
| $379,573 | $408,391 | |
(F) ACCRUED EXPENSES
Accrued Expenses consist of the following.
| June 30, · March 31, | ||||
|---|---|---|---|---|
| 2026 · 2026 | ||||
| (dollars in thousands) | ||||
| Payroll and Incentive Compensation | $ | 24,270 | $ | 35,642 |
| Benefits | 17,052 | 17,336 | ||
| Interest | 21,209 | 7,208 | ||
| Dividends | 7,956 | 8,062 | ||
| Property Taxes | 10,930 | 7,887 | ||
| Power and Fuel | 3,521 | 2,949 | ||
| Freight | 5,175 | 3,738 | ||
| Excise Tax | 5,914 | 5,052 | ||
| Legal and Professional | 3,325 | 4,534 | ||
| Sales and Use Tax | 2,346 | 1,613 | ||
| Other | 6,550 | 8,106 | ||
| $ | 108,248 | $ | 102,127 | |
(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 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, | ||||
|---|---|---|---|---|
| 2026 · 2025 | ||||
| (dollars in thousands) | ||||
| Operating Lease Cost | $ | 2,173 | $ | 2,199 |
| Short-Term Lease Cost | 684 | 623 | ||
| Total Lease Cost | $ | 2,857 | $ | 2,822 |
The Right-of-Use Assets and Lease Liabilities are reflected on our Balance Sheet as follows.
| June 30, · March 31, | ||||
|---|---|---|---|---|
| 2026 · 2026 | ||||
| (dollars in thousands) | ||||
| Operating Leases: | ||||
| Operating Lease Right-of-Use Assets | $ | 31,321 | $ | 29,346 |
| Current Operating Lease Liabilities | $ | 4,684 | $ | 4,144 |
| Noncurrent Operating Lease Liabilities | 33,712 | 32,559 | ||
| Total Operating Lease Liabilities | $ | 38,396 | $ | 36,703 |
Future payments for operating leases are as follows.
| Amount | ||
|---|---|---|
| Fiscal Year · (dollars in thousands) | ||
| 2027 (remaining nine months) | $ | 4,444 |
| 2028 | 5,366 | |
| 2029 | 4,805 | |
| 2030 | 4,479 | |
| 2031 | 4,042 | |
| Thereafter | 26,316 | |
| Total Lease Payments | $ | 49,452 |
| Less: Imputed Interest | (11,056) | |
| Present Value of Lease Liabilities | $ | 38,396 |
| Weighted-Average Remaining Lease Term (in years) | 11.1 | |
| Weighted-Average Discount Rate | 4.47% | |
(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.
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.
| 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 $0.8 million and $0.4 million for the three months ended June 30, 2026, and 2025, respectively. At June 30, 2026, there was approximately $7.9 million of unrecognized compensation cost related to outstanding stock options, which is expected to be recognized over a weighted-average period of 2.5 years.
The following table represents stock option activity for the three months ended June 30, 2026.
| Numberof Shares · Weighted-AverageExercisePrice | |||||
|---|---|---|---|---|---|
| Outstanding Options at March 31, 2026 | 206,721 | $ | 113.16 | ||
| Granted | 67,072 | $ | 199.13 | ||
| Exercised | (4,604) | $ | 87.53 | ||
| Cancelled | — | $ | — | ||
| Outstanding Options at June 30, 2026 | 269,189 | $ | 135.02 | ||
| Options Exercisable at June 30, 2026 | 174,588 | ||||
| Weighted-Average Fair Value of Options Granted During the Year | $ | 76.16 | |||
The following table summarizes information about stock options outstanding at June 30, 2026.
| Options Outstanding · Options Exercisable | |||||
|---|---|---|---|---|---|
| Range of Exercise Prices | Number ofSharesOutstanding | Weighted-AverageRemainingContractualLife (in years) | Weighted-AverageExercisePrice | Number ofSharesOutstanding | Weighted-AverageExercisePrice |
| $59.32 - $81.28 | 76,985 | 3.78 | $60.75 | 76,985 | $60.75 |
| $91.21 - $100.88 | 32,746 | 2.01 | $94.94 | 32,746 | $94.94 |
| $118.27 - $139.25 | 48,791 | 5.87 | $126.56 | 48,394 | $126.59 |
| $143.09 - $261.76 | 110,667 | 9.24 | $202.27 | 16,463 | $192.40 |
| 269,189 | 6.19 | $135.02 | 174,588 | $97.83 | |
At June 30, 2026, the aggregate intrinsic value of the outstanding and exercisable options was approximately $24.3 million and $22.3 million, respec tively. The total intrinsic value of options exercised during the three months ended June 30, 2026, was approximately $0.6 million.
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, 2026.
| Numberof Shares · Weighted-AverageGrant DateFair Value | |||
|---|---|---|---|
| Restricted Stock Units and Nonvested Restricted Stock at March 31, 2026 | 149,406 | $ | 198.28 |
| Granted | 50,846 | $ | 199.13 |
| Vested | (34,098) | $ | 179.82 |
| Cancelled | — | $ | — |
| Restricted Stock Units and Nonvested Restricted Stock at June 30, 2026 | 166,154 | $ | 202.33 |
Expense related to restricted stock units and restricted stock was approxim ately $3.8 million and $4.5 million for the three months ended June 30, 2026, and 2025, respectively. At June 30, 2026, there was approxim ately $25.3 million of unearned compensation from restricted stock units and nonvested restricted shares, which will be recognized over a weighted-average period of 1.6 years.
The number of shares available for future grants of stock options, restricted stock units, stock appreciation rights, and restricted stock under the 2023 Plan was 1,096,055 at June 30, 2026.
(I) COMPUTATION OF EARNINGS PER SHARE
The calculation of basic and diluted common shares outstanding is as follows.
| For the Three Months Ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Weighted-Average Shares of Common Stock Outstanding | 30,936,307 | 32,624,075 |
| Effect of Dilutive Shares: | ||
| Assumed Exercise of Outstanding Dilutive Options | 169,519 | 178,757 |
| Less Shares Repurchased from Proceeds of Assumed Exercised Options | (74,469) | (78,526) |
| Restricted Stock and Restricted Stock Units | 57,117 | 84,262 |
| Weighted-Average Common Stock and Dilutive Securities Outstanding | 31,088,474 | 32,808,568 |
| Shares Excluded Due to Anti-Dilution Effects, Including Contingent Awards | 71,644 | 64,216 |
(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. Due to the frozen status and current funding of the single-employer pension plans, our expected pension expense for fiscal 2027 is less than $0.1 million.
Effective March 31, 2026, we began the process of terminating the defined benefit plan. During fiscal 2027, we expect to offer 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 based on 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, 2026, was approximately 22%, which is consistent with the tax rate for the three months ended June 30, 2025. 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.
(L) LONG-TERM DEBT
Long-term Debt at June 30, 2026 was as follows.
| June 30, 2026 · March 31, 2026 | ||||
|---|---|---|---|---|
| (dollars in thousands) | ||||
| Revolving Credit Facility | $ | — | $ | — |
| 2.500% Senior Unsecured Notes Due 2031 | 750,000 | 750,000 | ||
| 5.000% Senior Unsecured Notes Due 2036 | 750,000 | 750,000 | ||
| Term Loan | 277,500 | 281,250 | ||
| Total Debt | 1,777,500 | 1,781,250 | ||
| Less: Current Portion of Long-term Debt | (15,000) | (15,000) | ||
| Less: Unamortized Discount and Debt Issuance Costs | (20,489) | (21,169) | ||
| Long-term Debt | $ | 1,742,011 | $ | 1,745,081 |
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 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 hadno outstanding borrowings under the Revolving Credit Facility. There was $9.9 million of letters of credit outstanding as of June 30, 2026, leaving us with $740.1 million of available borrowings under the Revolving Credit Facility, net of the letters of credit outstanding. We were in compliance with all Financial Covenants on June 30, 2026; therefore, the entire $740.1 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.
5.000% Senior Unsecured Notes Due 2036
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.
(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.
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, 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 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, 2026(dollars in thousands) · Cement · ConcreteandAggregates · Gypsum Wallboard · Recycled Paperboard · Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue from External Customers | $ | 336,493 | $ | 76,232 | $ | 204,747 | $ | 33,494 | $ | 650,966 | |
| Intersegment Revenue | 9,996 | 4,516 | — | 21,917 | 36,429 | ||||||
| Revenue from Joint Venture | 31,410 | — | — | — | 31,410 | ||||||
| 377,899 | 80,748 | 204,747 | 55,411 | 718,805 | |||||||
| Reconciliation of Revenue | |||||||||||
| Intersegment Revenue | (36,429) | ||||||||||
| Revenue from Joint Venture | (31,410) | ||||||||||
| Total Consolidated Revenue | $ | 650,966 | |||||||||
| Less: | |||||||||||
| Freight and Delivery | $ | 35,338 | $ | 8,322 | $ | 42,823 | $ | — | $ | 86,483 | |
| Parts, Supplies, and Services (Includes Maintenance) | 82,079 | 13,014 | 4,957 | 3,246 | 103,296 | ||||||
| Energy | 32,574 | 3,126 | 7,960 | 3,914 | 47,574 | ||||||
| Raw Materials | 25,399 | 29,135 | 49,485 | 21,986 | 126,005 | ||||||
| Labor and Fixed Costs | 47,495 | 9,720 | 15,664 | 5,805 | 78,684 | ||||||
| Depreciation, Depletion, and Amortization (1) | 24,263 | 7,748 | 5,305 | 2,373 | 39,689 | ||||||
| Purchased Cement | 17,843 | — | — | — | 17,843 | ||||||
| Other Segment Items | 39,303 | 5,680 | 5,200 | 4,960 | 55,143 | ||||||
| Segment Operating Earnings | $ | 73,605 | $ | 4,003 | $ | 73,353 | $ | 13,127 | $ | 164,088 | |
| Reconciliation of Segment Operating Earnings | |||||||||||
| Corporate General and Administrative Expense | (20,202) | ||||||||||
| Other Non-Operating Earnings | 746 | ||||||||||
| Interest Expense | (12,947) | ||||||||||
| Earnings Before Income Taxes | $ | 131,685 | |||||||||
| 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 Revenue | 10,013 | 3,852 | — | 21,972 | 35,837 | ||||||
| Revenue from Joint Venture | 27,283 | — | — | — | 27,283 | ||||||
| 347,622 | 77,568 | 221,516 | 51,104 | 697,810 | |||||||
| 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) | 74,706 | 11,633 | 5,354 | 3,110 | 94,803 | ||||||
| Energy | 32,780 | 2,200 | 8,597 | 4,078 | 47,655 | ||||||
| Raw Materials | 21,160 | 29,057 | 46,667 | 21,894 | 118,778 | ||||||
| Labor and Fixed Costs | 44,509 | 10,023 | 16,117 | 5,865 | 76,514 | ||||||
| Depreciation, Depletion, and Amortization (1) | 22,838 | 6,791 | 6,519 | 3,672 | 39,820 | ||||||
| Purchased Cement | 17,274 | — | — | — | 17,274 | ||||||
| Other Segment Items | 25,193 | 4,800 | 6,249 | 2,982 | 39,224 | ||||||
| Segment Operating Earnings | $ | 81,084 | $ | 6,175 | $ | 92,641 | $ | 9,503 | $ | 189,403 | |
| Reconciliation of Segment Operating Earnings | |||||||||||
| Corporate General and Administrative Expense | (20,783) | ||||||||||
| Other Non-Operating Earnings | 954 | ||||||||||
| Interest Expense | (11,716) | ||||||||||
| Earnings Before Income Taxes | $ | 157,858 | |||||||||
(1) Depreciation, Depletion, and Amortization for corporate assets was $1,510 and$824 for the three months ended June 30, 2026, and 2025, respectively.
| For the Three Months Ended June 30, | ||||
|---|---|---|---|---|
| 2026 · 2025 | ||||
| (dollars in thousands) | ||||
| Capital Expenditures | ||||
| Cement | $ | 66,863 | $ | 45,995 |
| Concrete and Aggregates | 5,954 | 5,603 | ||
| Gypsum Wallboard | 42,373 | 21,995 | ||
| Recycled Paperboard | 4,096 | 1,315 | ||
| Corporate and Other | 1,469 | 1,189 | ||
| $ | 120,755 | $ | 76,097 | |
| June 30, 2026 · March 31, 2026 | ||||
| (dollars in thousands) | ||||
| Segment Assets | ||||
| Cement | $ | 2,440,966 | $ | 2,361,230 |
| Concrete and Aggregates | 417,792 | 404,766 | ||
| Gypsum Wallboard | 558,126 | 522,861 | ||
| Recycled Paperboard | 167,818 | 169,630 | ||
| Corporate and Other | 323,463 | 383,757 | ||
| $ | 3,908,165 | $ | 3,842,244 | |
| For the Three Months Ended June 30, | ||||
| 2026 · 2025 | ||||
| (dollars in thousands) | ||||
| Cement Operating Earnings | ||||
| Wholly Owned | $ | 70,762 | $ | 77,280 |
| Joint Venture | 2,843 | 3,804 | ||
| $ | 73,605 | $ | 81,084 | |
| Cement Sales Volume (M tons) | ||||
| Wholly Owned | 1,960 | 1,835 | ||
| Joint Venture | 185 | 158 | ||
| 2,145 | 1,993 | |||
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, 2026 | March 31, 2026 | |
|---|---|---|
| (dollars in thousands) | ||
| Cement | $227,639 | $227,639 |
| Concrete and Aggregates | 118,878 | 118,878 |
| Gypsum Wallboard | 116,618 | 116,618 |
| Recycled Paperboard | 7,538 | 7,538 |
| $470,673 | $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.
| For the Three Months Ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| (dollars in thousands) | ||
| Revenue | $62,820 | $54,567 |
| Gross Margin | $8,117 | $10,942 |
| Earnings Before Income Taxes | $5,686 | $7,608 |
| June 30, 2026 | March 31, 2026 | |
|---|---|---|
| (dollars in thousands) | ||
| Current Assets | $138,201 | $137,678 |
| Noncurrent Assets | $252,313 | $237,455 |
| Current Liabilities | $57,521 | $47,669 |
| Noncurrent Liabilities | $6,275 | $6,431 |
(N) INTEREST EXPENSE
The following components are included in Interest Expense, net.
| For the Three Months Ended June 30, | ||||
|---|---|---|---|---|
| 2026 · 2025 | ||||
| (dollars in thousands) | ||||
| Interest Income | $ | (2,015) | $ | (151) |
| Interest Expense | 17,947 | 12,739 | ||
| Other Expenses | 837 | 474 | ||
| Interest Capitalized | (3,822) | (1,346) | ||
| Interest Expense, net | $ | 12,947 | $ | 11,716 |
Interest Income includes interest earned on investments of excess cash. Components of Interest Expense include interest associated with the Revolving Credit Facility, Term Loan, Senior Unsecured Notes, and commitment fees based on the unused portion of the Revolving Credit Facility. Other Expenses include amortization of debt issuance costs and Revolving Credit Facility costs. Interest Capitalized is related primarily to our long-term projects to expand and modernize our Mountain Cement facility in Wyoming, and the modernization of our gypsum wallboard plant in Oklahoma.
(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 letters-of-credit agreements relating to workers’ compensation, auto, and general liability self-insurance. At June 30, 2026, we had contingent liabilities under these outstanding letters of credit of approxim ately $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 $52.2 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.
(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 June 30, 2026, was as follows.
| Fair Value | ||
|---|---|---|
| (dollars in thousands) | ||
| 2.500% Senior Unsecured Notes Due 2031 | $ | 671,000 |
| 5.000% Senior Unsecured Notes Due 2036 | $ | 728,000 |
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, 2026, because these assets and liabilities have short-term maturities. The fair value of our Term Loan also approximates the carrying value at June 30, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.