UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended

March 31, 2025

Commission File No. 1-12984

EAGLE MATERIALS INC.

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation)

75-2520779 (I.R.S. Employer Identification No.)

5960 Berkshire Lane, Suite 900, Dallas, Texas 75225 (Address of principal executive offices)

(214) 432-2000 (Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ NO ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

The aggregate market value of the voting stock held by nonaffiliates of the Company at September 30, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $9.5 billion.

As of May 16, 2025, the number of outstanding shares of common stock was:

DOCUMENTS INCORPORATED BY REFERENCE

TABLE OF CONTENTS

PART I

ITEM 1. Business

Overview

Eagle Materials Inc., through its subsidiaries (the Company, which may be referred to as we, our, or us), is a leading U.S. manufacturer of heavy construction products and light building materials. Our primary products, Portland Cement and Gypsum Wallboard, are essential for building, expanding and repairing roads, highways, and residential, commercial, and industrial structures across America. Headquartered in Dallas, Texas, Eagle manufactures and sells its products through a network of more than 70 facilities spanning 21 states. Demand for our products is generally cyclical and seasonal, depending on economic and geographic conditions.

The Company was founded in 1963 as a subsidiary of Centex Corporation (Centex). It operated as a public company under the name Centex Construction Products, Inc. from April 19, 1994, to January 30, 2004, at which time Centex completed a tax-free distribution of its shares to its shareholders, and the Company was renamed Eagle Materials Inc. (NYSE: EXP).

Competitive Strengths

We benefit from several competitive strengths that have enabled us to deliver consistently strong operating results and profitable growth.

Strategically located plant network

Our plants are located near both our raw material reserves and customers in high-growth U.S. markets. The proximity to raw materials and customers helps us manage our transportation costs and input costs. The location of our plants across several high-growth regions within the United States provides geographic diversification, reducing our exposure to individual regional construction cycles, and enabling us to move product between different plants in our network as needed. The integrated nature of our cement and wallboard plant network enables us to minimize freight costs and supply customers from more than one plant when desirable.

Decentralized operating structure

The Company operates through a decentralized structure: day-to-day operations are managed separately, and products are branded and marketed by our individual companies. This regional-market strategy provides several benefits, including increased familiarity with our customers, higher brand recognition, and lower transportation costs, which is a meaningful advantage in the construction materials industry.

Substantial owned raw material reserves and resources

We own, or control, at least 25 years of primary raw material reserves and resources (and in many instances, more than 50 years) for each of our cement and wallboard facilities, providing certainty of supply and enhancing our ability to control the cost of our primary raw materials.

Production flexibility

We manage our production lines and work shifts to enable us to operate our plants at high utilization levels generally, while providing optimal production flexibility. Accordingly, we can quickly position for downturns, and quickly and efficiently ramp up when demand rebounds.

Low-cost producer position

Our modern production lines, consistent maintenance programs, access to low-cost raw materials, and our focus on continuous efficiency improvement help us minimize production costs across the network.

Proven management

Our current management team has significant and valuable expertise, with an average industry experience of more than 20 years, spanning several business cycles. Management’s conservative balance sheet strategy focuses on maintaining prudent levels of leverage and liquidity through the business cycle to protect the balance sheet through downturns and enable us to take advantage of growth opportunities, whether organic or through acquisitions.

Strategy

We consistently pursue the following strategic objectives that we believe differentiate us from our competitors and contribute to our margin performance and growth: positioning our business for steady performance through economic cycles, maintaining our position as a low-cost producer in all our markets, operating primarily in the United States in regionally diverse and demographically attractive markets, achieving profitable growth through both strategic acquisitions and the organic development of our asset network, and operating in a socially and environmentally responsible manner.

Maintain rigorous cycle management

We aim to maintain profitability and create value consistently through shifting economic cycles. Our goal is to increase earnings peak-to-peak through cycles and maintain peak-to-trough resiliency of our assets. The cornerstones of our effective cycle management include keeping our plants well-maintained, operating at standard-setting efficiency and safety levels, and maintaining a healthy balance sheet to enable us to capitalize on growth opportunities, continue enhancing our assets, and return excess capital to shareholders. Acquisition opportunities and ongoing investments in our businesses meet rigorous financial and strategic return criteria and position our assets for peak performance in both favorable and challenging market conditions.

Continuously innovate to advance our low-cost position

The bedrock of our strategy is to be a low-cost producer in each of the markets in which we compete. We have right-sized capacity to service the markets we participate in, and we focus diligently on reducing costs and making our operations more efficient to manage free cash flow through economic cycles. Maintaining our low-cost position provides meaningful competitive, financial, and environmental benefits. The products we make are basic necessities, and competition is often based largely on price, with consistent quality and customer service also being important considerations. Thus, being a low-cost producer is a competitive advantage and can lead to higher margins, better returns, and stronger free cash flow generation. Being a low-cost producer is key to our commercial success and also aligns with our commitment to sustainable environmental practices. To maintain our low-cost producer position, we are always innovating our production processes with the aim of using fewer resources to make the same products. We regularly invest in technologies at our facilities to control emissions and to modify the fuels that we burn.

Operate in regionally diverse and attractive markets

Demand for our products depends on construction activity, which tends to correlate with population growth. While the Company’s markets include most of the United States, except the Northeast, approximately 65% of our total revenue, including our proportional share from our joint venture, is generated in ten states: Colorado, Illinois, Kansas, Kentucky, Missouri, Nevada, North Carolina, Ohio, Oklahoma, and Texas. Population growth is a major driver of demand for construction products and building materials. The population in these ten states is expected to increase approximately 16% between the 2020 census and 2050, compared with 12% for the United States as a whole, according to the latest update in July 2024 by the University of Virginia, Weldon Cooper Center for Public Service.

Achieve profitable growth through acquisition and organic development

We seek to grow the Company through prudent acquisitions and the organic development of our asset network. Since 2012, we have invested approximately $2.6 billion to expand the Heavy Materials sector. These investments have more than doubled our U.S. cement capacity.

Growth in the Heavy Materials sector has been achieved mainly through acquisitions, which have expanded our geographic footprint, resulting in a contiguous and integrated cement system from northern California to western Pennsylvania and south to Texas. We have completed additional bolt-on acquisitions, which also contribute to our expanded geographic footprint.

The Company has also grown its Light Material sector through organic growth investments. In fiscal 2020, we completed a $70.0 million expansion at our Recycled Paperboard plant that increased capacity by approximately 15%, as well as provided cost savings. Recently we have announced a $330.0 million project to modernize and expand our Gypsum Wallboard facility in Oklahoma. This project will increase capacity by 25% to 1.5 billion square feet (bsf) of production, lower the plant's operating costs, and take advantage of our nearby, low-cost natural gypsum reserves. We expect to complete the project in the second half of calendar 2027.

The Company will continue to proactively pursue acquisition opportunities and organic growth investments. Our free cash flow and balance sheet strength enable us to consider acquisitions and organic growth opportunities that align with our stringent return-on-investment criteria and advance our strategic priorities.

Operate in a socially and environmentally responsible manner

We aim to conduct all our operations in a way that enhances the returns and the sustainability of our business, ensures the health and safety of our employees and minimizes negative environmental effects. We have defined our environmental and social responsibility priorities and developed a roadmap for pursuing them. Our initiatives encompass land use, water, emissions, the reduction of the carbon impacts of our products, human resources, and governance practices, which are all areas we view as essential to our success.

Management is responsible for implementing these initiatives, and our Board of Directors, or Board, is committed to overseeing and ensuring progress across our sustainability initiatives. In particular, pursuant to its charter, the Board's Corporate Governance, Nominating and Sustainability Committee has formal responsibility for leading the Board's oversight of these matters in coordination with management and other Board committees as appropriate. Management submits quarterly progress reports to the Board, and sustainability is a topic of discussion at every quarterly Board meeting. Compensation for key executives is linked, in part, to the achievement of specific sustainability goals.

Capital Allocation Priorities

Our capital allocation priorities are intended to enhance shareholder value and are as follows: 1. investing in growth opportunities that meet our strict financial return standards and are consistent with our strategic focus; 2. making operating capital investments to maintain and strengthen our low-cost producer position; and 3. returning excess cash to shareholders through our share repurchase program and dividends. In the past five years, we have invested $388.4 million in acquisitions, $545.5 million in organic capital expenditures, and approximately $1.8 billion in share repurchases and dividends. Since becoming a public company in 1994, our share count is down approximately 52%, and we have returned approximately $3.9 billion to our shareholders through a combination of share repurchases and dividends.

FISCAL 2025 EVENTS

Financial Highlights

Fiscal 2025 was a strong year for the Company, with increased earnings in our Gypsum Wallboard segment. Financial highlights for fiscal 2025 compared with fiscal 2024 include:

Strategic Highlights

During fiscal 2025, we executed the following strategic actions that extended our integrated plant network, advanced our low-cost position, and expanded our ability to meet increasing demand in high-growth markets.

Purchase of Aggregates Companies in Northern Kentucky and Western Pennsylvania

In August 2024, we completed the acquisition of an aggregates operation in Battletown, Kentucky (the Northern Kentucky Acquisition). The Northern Kentucky Acquisition is included in our Heavy Materials sector, in the Concrete and Aggregates business segment in fiscal 2025.

In January 2025, we acquired Bullskin Stone and Lime, LLC, an aggregates business located in Western Pennsylvania (the Western Pennsylvania Acquisition). The Western Pennsylvania acquisition serves the Pittsburgh and broader Western Pennsylvania markets. The Western Pennsylvania Acquisition is included in our Heavy Materials sector, and its results included in the Concrete and Aggregates business segment in fiscal 2025.

The Northern Kentucky and Western Pennsylvania Acquisitions (collectively, the Aggregates Acquisitions) advance our long-term growth strategy by adding pure-play aggregates businesses that complement and extend our network of aggregate quarries and cement operations in both regions.

See Footnote (B) to the Audited Consolidated Financial Statements for more information regarding the Aggregates Acquisitions.

Start-up of Slag-Cement Facility

Our slag-cement facility in Houston, Texas became operational during the fiscal fourth quarter. This facility will expand our cementitious product manufacturing capacity by 500,000 tons to meet increasing demand in the fast-growing Texas market. The slag-cement facility is operated through our Joint Venture, which is 50% owned by us, and 50% owned by HM Southeast Cement LLC, a subsidiary of Heidelberg Materials (the Joint Venture).

Modernization and Expansion of our Laramie, Wyoming Cement Plant

We began the modernization and expansion of our Mountain Cement facility in Laramie, Wyoming during fiscal 2025. The modernized plant and the construction of an additional cement distribution facility in northern Colorado will employ state-of-the-art technology, which will maximize operating efficiencies and further strengthen our low-cost producer position. Upon completion of the project, the plant's manufacturing capacity will increase by nearly 50% to approximately 1.2 million tons of cement, and it is expected that manufacturing costs will be reduced by approximately 25%. The total cost of the expansion, including the construction of the new distribution terminal in Northern Colorado, is expected to be approximately $430.0 million. We expect start-up of the new facility in the second half of calendar 2026.

Modernization and Expansion of our Duke, Oklahoma Gypsum Wallboard Plant

We announced a project to invest $330.0 million to modernize and expand our Gypsum Wallboard facility in Oklahoma. This project will increase capacity by 25% to 1.5 billion square feet (bsf) of production, lower the plant's operating costs, and take advantage of our nearby, low-cost natural gypsum reserves. We expect to complete the project in the second half of calendar 2027.

HUMAN CAPITAL

As of March 31, 2025, the Company had approximately 2,500 employees, of which approximately 700 are salaried, and approximately 1,800 are hourly. Approximately 600 of the hourly employees are employed under collective bargaining agreements and various supplemental agreements with local unions.

Recruiting, developing, and retaining qualified employees is essential to implement our strategy and maintain our low-cost position. The health and safety of our employees is the highest priority of management. We have comprehensive safety and wellness processes and policies and all our employees are provided with the training necessary to safely and effectively perform their responsibilities. In all our businesses we have implemented initiatives to improve safety in the workplace. We hold an annual safety conference during which we review our safety performance, assess the effectiveness of our programs, and determine improvement actions. Specific areas of review include training programs; best practices; and leading indicators, such as near-miss reporting and root cause analysis of all lost-time injuries. We also seek the assistance of outside parties in identifying potential safety trends and ways to mitigate identified risks.

Management reviews a variety of safety metrics, including leading and lagging indicators, and monthly updates are provided to corporate management by the business units throughout the year. During fiscal 2025, all our business segments recorded lower total recorded incident rate, or TRIR, averages than the applicable industry average described above.

Industry Segment Information

Our business is organized into two sectors: Heavy Materials, which includes the Cement and Concrete and Aggregates segments; and Light Materials, which includes the Gypsum Wallboard and Recycled Paperboard segments. The primary end market for our Cement and Concrete and Aggregates segments is infrastructure. The primary end market for our Gypsum Wallboard and Recycled Paperboard segments is residential construction.

For information about the financial results of our business segments, including revenue, average net sales prices, sales volume, and operating earnings, please see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Heavy Materials

Our Heavy Materials sector provides cement and concrete and aggregates for use in public infrastructure, private nonresidential, and residential construction. This sector comprises the Cement and Concrete and Aggregates segments. In calendar 2024, cement consumption in the United States, as estimated by the Portland Cement Association (PCA), was approximately 111.4 million short tons, which was approximately 6% lower than calendar 2023 consumption levels. While cement consumption was down in the U.S., the U.S. still consumes more cement than we can domestically produce. Imported cement consumption represented 25% of total sales in both calendar 2024 and 2023.

CEMENT

Cement is the basic binding agent for concrete, a primary construction material. The principal sources of demand for cement are public infrastructure, private nonresidential construction, and residential construction, with public infrastructure accounting for nearly 50% of cement demand. The U.S. cement industry comprises numerous regional markets rather than a single national market. Cement consumption is affected by the time of year and prevalent weather conditions. Cement sales are generally greatest from spring through the middle of autumn.

The manufacturing process for portland cement involves four main steps, as shown in the graphic below:

We also produce and market other cementitious products, including slag cement and fly ash. Slag granules are obtained from steel companies and ground in our grinding facilities in Illinois and Texas. Slag is used in concrete mix designs to improve the durability of concrete and reduce future maintenance costs. Fly ash is a by-product of coal-fired power plants and acts as an extender of cement in concrete.

Limestone Mining Operations

We mine primarily limestone at our quarry operations serving each of our cement plants. The limestone mined at our quarries is then converted to cement, as outlined above. Each of our cement plants has its own dedicated limestone quarries, all of which have adequate access to highways and/or waterways. For more information about our limestone mining properties, including estimates of limestone resources and reserves, see Item 2. Properties.

Cement Plants

We operate eight modern cement plants, and two slag grinding facilities (one cement plant and one slag grinding facility are operated through a joint venture). Our clinker capacity is approximately 6.7 million tons, which is approximately 6% of total U.S. clinker capacity. Clinker is the intermediary product before it is ground into cement powder (see production process graphic above). All of our cement plants use dry-process technology, and approximately 80% of our clinker capacity is produced from preheater or preheater/pre-calciner kilns, which are generally more energy-efficient kiln types. In addition to production facilities, we also operate over 30 cement storage and distribution terminals.

Our cement companies focus on the U.S. heartland and operate as an integrated network selling product mainly in Colorado, Illinois, Kansas, Kentucky, Indiana, Iowa, Missouri, Nebraska, Nevada, Ohio, Oklahoma, Tennessee, and Texas. Our Joint Venture (as defined below) includes a minority interest in an import terminal in Houston, Texas, from which we can purchase up to 495,000 tons of cement annually. Our slag facilities are located near Chicago, Illinois and Houston, Texas. Both slag facilities have 500,000 tons annual grinding capacity.

The following table sets forth information regarding our cement plants at March 31, 2025 (tons are in thousands of short tons).

All our cement subsidiaries are wholly owned except the Buda, Texas plant, which is owned by Texas Lehigh Cement Company LP, a limited partnership joint venture owned 50% by us, and 50% by HM Southeast Cement LLC, a subsidiary of Heidelberg Materials (our Joint Venture Partner).

On May 1, 2024, the Company and our Joint Venture Partner entered into a put option agreement (Put Option Agreement) that provides for the grant of reciprocal put options by the parties with respect to their 50% partnership interests in the Joint Venture. If the Company or our Joint Venture Partner exercises its put option under the Put Option Agreement, the other party is required to purchase the 50% partnership interest held by the exercising party for approximately $550.0 million, subject to certain customary adjustments. The put option can only be exercised in the event of a triggering event, which is defined as the entry by the exercising party into a binding and effective outside purchase agreement. An outside purchase agreement is a definitive agreement for the purchase of assets or operations to be used in the production or sale of grey cement products or slag in the Joint Venture market area for total consideration equal to or greater than $1 billion. The Put Option Agreement is effective for 15 months and expires on August 1, 2025.

Our cement production, including our 50% share of the cement Joint Venture production, totaled 6.0 million short tons and 6.6 million short tons for fiscal 2025 and fiscal 2024, respectively. Total net Cement sales, including our 50% share of cement sales from the Joint Venture, were 6.9 million short tons and 7.3 million short tons in fiscal 2025, and fiscal 2024, respectively. Total net Cement sales exceed production primarily because of imports through the Houston and Stockton import terminals.

Demand, Sales, and Distribution

The principal sources of demand for cement and slag are public infrastructure, private nonresidential construction, and residential construction, with public infrastructure comprising nearly 50% of total demand. Cement consumption in the U.S. decreased approximately 6% during calendar 2024, and the Portland Cement Association forecasts cement consumption will decrease approximately 2% in calendar 2025. Demand for cement is seasonal, particularly in northern states where inclement winter weather often affects construction activity. Cement sales are generally highest from spring through the middle of autumn. Demand for slag has increased as the availability of fly ash has decreased due to the reduction in the use of coal to generate power.

Because of cement’s low value-to-weight ratio, the relative cost of transporting cement on land is high and limits the geographic area in which each company can profitably market its products. The low value-to-weight ratio generally limits shipments by truck to a 150-mile radius from each plant, up to 300 miles by rail, and further by barge. No single cement company has a plant network extensive enough to serve all geographic areas, so profitability is sensitive to shifts in the balance between regional supply and demand.

Environmental and zoning regulations have made it increasingly difficult for the U.S. cement industry to expand existing facilities and to build new cement facilities. Although we cannot predict which policies federal, state, and local government bodies will enact in the future, we anticipate that zoning and permitting of new capacity additions will remain difficult. This could potentially enhance the value of our existing facilities. Furthermore, cost-efficient alternatives to cement are currently limited, and the availability of some alternatives is diminishing. For example, the availability of fly ash, a cement replacement, has decreased because of the retirement of coal-fired power plants and the conversion of power plants from coal to natural gas and other forms of energy.

The difficulty in adding cement capacity, coupled with limited alternatives, leads to high U.S. cement manufacturing utilization rates, as well as the need for imported cement when demand levels are high. Cement imports into the U.S. occur mostly to supplement domestic cement production or to supply a particular region. Cement is typically imported into deep water ports along the coasts or on the Great Lakes or transported on the Mississippi River system near major population centers. Our position in the U.S. heartland, away from most import terminals, provides a degree of insulation from coastal imports, given the expense of transporting cement from deep water ports into the heartland regions. This geographic position further enhances the value of our plant network.

The PCA estimates that imports represented approximately 25% of cement used in the U.S. during calendar 2024, similar to the amount used in calendar 2023. Based on the historical distribution of cement into the market, we believe that no less than approximately 5% to 10% of total U.S. consumption will consistently be served by imported cement.

The following table shows the geographic areas served by each of our cement and slag plants and the location of our distribution terminals in each area. We have over 30 cement storage and distribution terminals, which are strategically located to extend the sales areas of our plants.

The terminal in Lexington, Kentucky was originally leased under an initial term of five years, and we are currently operating the terminal on a year-to-year lease. The terminal in Mt. Vernon, Indiana is leased through fiscal 2031 and contains options that will allow the renewal of this lease for an additional twenty years. The terminal in Redwood City, California is being leased on a month-to-month basis, and the terminal in Stockton, California is leased through calendar 2035.

Cement and slag are distributed directly to our customers mostly through customer pickups and by common carriers from our plants or distribution terminals. We transport cement and slag by truck, barge, and rail to our storage and distribution terminals.

No single customer accounted for more than 10% of our Cement segment sales during fiscal 2025. We do not typically enter into long-term cement sales contracts or have a significant level of order backlog.

Raw Materials and Fuel Supplies

The principal raw material used in the production of portland cement is calcium carbonate in the form of limestone. Limestone is obtained mainly through mining and extraction operations conducted at mines and quarries that we own or lease, and that are located in close proximity to our plants. We believe the estimated recoverable limestone reserves and resources we own or lease will permit each of our plants to operate at our present production capacity for at least 25 years. We are actively seeking to upgrade our extensive high-quality resource base at existing properties to reserves, or to acquire additional limestone reserves close to our plants. We believe we will be able to acquire more reserves in the future. Most of our existing properties have additional resources that have potential with further engineering and evaluation to be upgraded to reserves. Other raw materials used in significantly smaller quantities than limestone are sand, clay, iron ore, and gypsum. These materials are readily available and can be obtained from reserves owned or leased by the Company or purchased from outside suppliers.

We utilize coal, petroleum coke, natural gas, and alternative fuels to fuel our cement plants. The cost of fuel decreased throughout fiscal 2025, compared with fiscal 2024, primarily because of lower market prices and transportation costs for solid fuels such as coal and petroleum coke. We expect the cost of fuel to remain relatively stable in fiscal 2026. In keeping with our commitment to sustainability and cost management, we continue to expand the use of alternative fuels at our cement facilities.

Our slag facility in Illinois has an agreement with a steel manufacturer to supply granules necessary for grinding slag. This agreement requires us to purchase up to 550,000 tons of granules meeting certain specifications, which the steel manufacturer makes available each year. Electric power is also a major cost component in the manufacturing process for both cement and slag, and we have sought to diminish overall power costs by adopting interruptible power supply agreements at certain locations. These agreements may expose us to some production interruptions during periods of power curtailment. Historically, these interruptions, when they occur, have not had a significant effect on our operations.

Environmental Matters

Our cement operations are subject to numerous federal, state, and local laws and regulations pertaining to health, safety, and the environment. Some of these laws, such as the federal Clean Air Act (CAA) and the federal Clean Water Act (CWA) (and analogous state laws) impose environmental-permitting requirements and govern the nature and amount of emissions that may be generated when conducting particular operations. Other laws, such as the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) (and analogous state laws) impose obligations to clean up or remediate spills of hazardous materials into the environment. Other laws require us to reclaim certain land upon completion of extraction and mining operations in our quarries. We believe that we have obtained all the material environmental permits that are necessary to conduct our operations. We further believe that we are conducting our operations in substantial compliance with these permits. In addition, none of our manufacturing sites are listed as a CERCLA Superfund site.

The following environmental issues involving the cement manufacturing industry deserve special mention.

Cement Kiln Dust – Our cement operations generate Cement Kiln Dust (CKD) as a byproduct. Because much of this CKD is unreacted raw materials, it is often returned to the production process. Substantially all CKD produced in connection with our ongoing operations is recycled. However, CKD was historically collected and is currently stored on-site at our Nevada, Missouri, Oklahoma and Wyoming cement plants

and at a former plant site in Corpus Christi, Texas, which is no longer producing cement. Currently, CKD waste is generally excluded from the definition of hazardous waste under the federal regulations. The U.S. Environmental Protection Agency (EPA) has been evaluating the regulatory status of CKD under the Resource Conservation and Recovery Act (RCRA) since 2002, and thus far has not changed its approach. If either the EPA or the states decide to reclassify or impose new management standards on this CKD at some point in the future, we could incur additional costs to comply with those requirements with respect to our historically collected CKD. CKD that comes in contact with water might produce a leachate with an alkalinity high enough to be classified as hazardous and might also leach certain hazardous trace metals therein. In some cases, we are able to reuse CKD in our cement manufacturing process.

Potential Greenhouse Gas Regulation – The potential regulation of our emission of greenhouse gases (GHGs), including carbon dioxide, could affect our cement operations because (1) the cement manufacturing process requires the combustion of large amounts of fuel to generate very high kiln temperatures; and (2) the production of carbon dioxide is a byproduct of the calcination process, whereby carbon dioxide is removed from calcium carbonate to produce calcium oxide. While at the federal level, the Trump Administration has indicated its intent to reduce requirements related to GHG emissions, the timing of these de-regulatory actions is uncertain. Further, several states have individually implemented or are presently considering measures to reduce emissions of GHGs, primarily through the planned development of GHG inventories or registries, or regional GHG cap and trade programs. It is not possible at this time to predict how any future legislation that may be enacted or regulations that may be adopted to address GHG emissions would affect our business. However, any imposition of raw materials or production limitations, fuel-use or carbon taxes, or emission limitations or reductions could have a significant impact on the cement manufacturing industry and a material adverse effect on us and our results of operations.

Solid Waste Incineration Regulations – The EPA has promulgated revised regulations for Commercial and Industrial Solid Waste Incineration (CISWI) units, pursuant to Section 129 of the CAA. The EPA has approved several states’ implementation plans under this rule, and has proposed a federal plan that would apply in states that have not submitted and received approval for a state plan. Compared to the Portland Cement Manufacturing Industry National Emission Standards for Hazardous Air Pollutants (PC NESHAP), the CISWI regulations contain requirements across a broader range of pollutants, and the requirement that apply for dioxin/furans for existing and new sources are somewhat more stringent.

Air Quality Standards – The EPA is engaged in an ongoing review and implementation of the national ambient air quality standards (NAAQS) for ozone. The CAA requires the EPA to review, and if necessary, revise the NAAQS every five years. In December 2020, the Trump Administration announced its decision to retain the 2015 ozone NAAQS set by the Obama Administration without change. In December 2024, the Biden Administration began its review of the ozone NAAQS. The Trump Administration has not taken further action on this review.

In addition, in February 2023, the EPA published a final rule disapproving the State Implementation Plans (SIP) for twenty-one states, which addressed each state’s obligations to eliminate significant contributions to nonattainment, or interference with maintenance, of the 2015 ozone NAAQS in other states (interstate transport requirements). States subject to a SIP Disapproval under this final action relevant to our cement operations include Illinois, Kentucky, Missouri, Nevada, Ohio, Oklahoma, and Texas.

In March 2023, the EPA finalized a Federal Implementation Plan (FIP), also known as the "Good Neighbor Plan," which addresses interstate transport obligations for the twenty-one states with disapproved SIPs as well as two additional states that had not submitted any revisions for their SIPs. The

FIP establishes nitrogen oxide (NOx) emissions limitations beginning in 2026 during the ozone season for kilns used in cement and cement product manufacturing in 20 states, including all the above-listed states. The FIP went into effect on August 4, 2023, but is currently subject to a nationwide stay.

States subject to the FIP relevant to our cement operations include Illinois, Kentucky, Missouri, Nevada, Ohio, Oklahoma, and Texas. Our facilities most directly affected by EPA’s State Implementation Plan (SIP) disapprovals and Good Neighbor FIP are our cement plants located in Nevada, Oklahoma and Texas. Various legal challenges have been filed against both the EPA’s disapproval of the SIPs for such states, including Nevada, Oklahoma, and Texas, and the Good Neighbor FIP itself. Petitioners in the SIP disapproval challenges, including Eagle, obtained a stay of the SIP disapprovals for Nevada, Oklahoma, and Texas, which also stayed the implementation of the Good Neighbor FIP in these states. Petitioners in the FIP challenges obtained a stay of the Good Neighbor FIP pending resolution of these challenges, which has halted implementation of the FIP across all states. EPA has also requested a voluntary remand of the Good Neighbor FIP in order to initiate reconsideration of the FIP requirements. EPA anticipates completing this reconsideration action by Fall 2026. The SIP disapproval petitioners have challenged the failure on the part of the EPA to appropriately defer to the applicable state’s analysis and determinations regarding interstate transport obligations. Only two courts have issued a final ruling on the validity of the SIP Disapprovals—in December 2024, the Sixth Circuit issued a favorable decision overturning EPA’s disapproval of Kentucky’s SIP, and in March 2025, the Fifth Circuit issued an adverse decision upholding EPA’s disapproval of Texas’s SIP. An adverse outcome in these actions could require us to incur significant capital expenditures related to the installation of additional controls and additional operating costs at the affected facilities or, if the installation of controls proves impracticable, to modify or curtail our operations at such facilities, which could have a material adverse effect on their profitability. However, even with an adverse outcome in the Fifth Circuit, our Texas facility will not be subject to the FIP’s more burdensome requirements while the FIP remains stayed. We reached an agreement with EPA to install additional NOx controls (low NOx burners) at our Nevada cement facility and are proceeding with installation, which requires certain capital expenditures which may impact operating costs. We are unable to predict the likely outcome of the remaining legal challenges to both the state disapprovals and the Good Neighbor Plan or EPA’s reconsideration action at this time.

Further, on February 7, 2024, the EPA announced its final rule to change the NAAQS for fine particle pollution, also known as fine particulate matter (PM2.5) or soot, and related monitoring requirements, last revised in 2012. The final rule lowers the level of the primary (health-based) annual PM2.5 standard from 12 micrograms per cubic meter to 9 micrograms. The EPA retained all other existing PM standards. The final rule has been challenged by various parties and the cases have been consolidated in the United States Court of Appeals for the D.C. Circuit. The outcome of these legal challenges is unknown at this time. EPA has also indicated its intent to reconsider these standards, although the timing of this reconsideration action is unknown. The anticipated impacts of the new PM NAAQS are similar to those for the ozone NAAQS, discussed above, and include a potential increase in our capital expenditures and operating expenses and make permitting more difficult.

Hazardous Air Pollutants– Eagle’s cement kilns are subject to National Emissions Standards for Hazardous Air Pollutants (NESHAPs), codified at 40 CFR Part 63 Subparts EEE and LLL. The EPA is undergoing rulemakings that would revise Subparts EEE and LLL, such that kilns may be subject to additional emissions limitations, monitoring requirements and/or reporting obligations. EPA is required by a court order in Blue Ridge Environmental Defense League v. Regan, No. 22-cv-3134 (D.D.C.) to issue a final action on its Subpart EEE rulemaking by December 31, 2025. EPA has no such court-ordered deadline by which it must complete its rulemaking under Subpart LLL.

Other – We believe that our current procedures and practices in our operations, including those for handling and managing hazardous materials, are consistent with industry standards and are in substantial compliance with applicable environmental laws and regulations. Nevertheless, because of the complexity of our operations and the environmental laws to which we are subject, there can be no assurance that past or future operations will not result in violations, remediation costs, or other liabilities or claims. Moreover, we cannot predict what environmental laws will be enacted or adopted in the future or how such future environmental laws or regulations will be administered or interpreted. Compliance with more stringent environmental laws, or stricter interpretation of existing environmental laws, could necessitate significant capital outlays.

In fiscal 2025, we had $4.8 million of capital expenditures related to compliance with environmental regulations applicable to our Cement operations. We anticipate spending $1.2 million during fiscal 2026.

Concrete and Aggregates

The aggregates business consists of mining, extracting, producing, and selling crushed stone, sand, and gravel. Aggregates are a granular material consisting of crushed stone, sand, and gravel, manufactured to specific sizes, grades, and chemistry for use primarily in construction applications.

Readymix concrete is a versatile, low-cost building material used in almost all construction. The production of readymix concrete involves mixing cement, sand, gravel or crushed stone, and water to form concrete, which is then sold and distributed to numerous construction contractors. Concrete is produced in batch plants and transported to customers’ job sites in mixer trucks.

During fiscal 2025, we acquired an aggregate operation in Northern Kentucky near our Battletown Materials plant, as well as an aggregate operation in Western Pennsylvania.

Aggregate Mining Operations

Aggregates are obtained principally by mining and extracting from quarries owned or leased by the Company. For more information about our aggregates mining properties, including estimates of resources and reserves, see Item 2. Properties.

The following table sets forth certain information regarding our aggregates facilities at March 31, 2025:

(1) The Company is currently not operating its aggregate plant in the Kansas City Area.

Our total net Aggregates sales (excluding intercompany tons sold) were 3.8 million tons in fiscal 2025, and 4.1 million tons in fiscal 2024. Total Aggregates production related to third party sales was 4.2 million tons in fiscal 2025, and 4.3 million tons in fiscal 2024. A portion of our total Aggregates production is used internally by our readymix Concrete operations in Texas, northern Colorado, and northern Nevada and by our Cement operations in Northern Kentucky.

Concrete Plants

We produce and distribute readymix concrete from company-owned sites in central Texas, the greater Kansas City area, northern Colorado, and northern Nevada. The following table sets forth information regarding these operations as of March 31, 2025:

Demand, Sales, and Distribution

Demand for readymix concrete and aggregates largely depends on local levels of construction activity. Construction activity is subject to weather conditions, the availability of financing at reasonable rates, and overall fluctuations in local economies, and therefore tends to be cyclical. We sell readymix concrete to numerous contractors and other customers in each plant’s marketing area. Our batch plants in central Texas, the greater Kansas City area, northern Colorado, and northern Nevada are strategically located to serve each marketing area. Concrete is delivered from the batch plants primarily by company-owned trucks. We sell aggregates to building contractors and other customers engaged in a wide variety of construction activities. Aggregates are distributed from our plants by common carriers and customer pickup. No single customer accounted for more than 10% of fiscal 2025 segment revenue.

The concrete and aggregates industry is highly fragmented, with numerous participants operating in each local area. Because the cost of transporting concrete and aggregates is very high relative to product values, producers of concrete and aggregates typically can profitably sell their products only in areas within 50 miles of their production facilities. Barriers to entry in each industry are low, except with respect to environmental permitting requirements for new aggregates production facilities and zoning of land to permit mining and extraction of aggregates.

Raw Materials

We obtain cement and aggregates for our Concrete businesses primarily from related companies, as outlined below.

We obtain the balance of our cement and aggregates requirements from multiple outside sources in each of these areas.

We mine and extract limestone, sand, and gravel, the principal raw materials used in the production of aggregates, from quarries owned or leased by us and located near our plants. On average, our aggregate reserves and resources exceed 25 years based on normalized production levels.

Cost of materials and delivery expense are the two biggest expense items for readymix concrete, comprising approximately 60% and 15% of total costs, respectively. In fiscal 2025, cost of materials and delivery expenses increased by 1% and 2%, respectively, compared with fiscal 2024. We anticipate these costs will continue to increase in fiscal 2026.

Environmental Matters

The concrete and aggregates industry is subject to environmental regulations similar to those governing our Cement operations, which are included in the Environmental Matters section in the Cement segment discussion.

We did not have any capital expenditures related to compliance with environmental regulations applicable to our Concrete and Aggregates operations in fiscal 2025, and we do not anticipate any material spending related to compliance with environmental regulations during fiscal 2026.

Light Materials

Our Light Materials sector comprises the Gypsum Wallboard segment, which produces gypsum wallboard used in residential and private nonresidential construction and repair and remodel activities, and the Recycled Paperboard segment, which produces paper primarily used in the manufacture of gypsum wallboard. Operations in this sector are concentrated in the Sun Belt of the United States, which we define as the lower half of the United States, but not California. Population in the Sun Belt is projected to grow approximately 19% between 2020 and 2050, according to the latest update in July 2024 by University of Virginia, Weldon Cooper Center for Public Service. Population growth is a key long-term driver of demand for gypsum wallboard and recycled paperboard.

Gypsum Wallboard

Gypsum wallboard is used to finish the interior walls and ceilings in residential, commercial, and industrial structures. Our gypsum wallboard products are marketed under the name American Gypsum.

The gypsum wallboard manufacturing process involves four main steps, as shown in the graphic below:

Gypsum Wallboard Plants and Gypsum Mining Operations

We own and operate five gypsum wallboard plants, shown in the table below. We anticipate running all our facilities at the level required to meet customer demand, up to maximum capacity. Our gypsum wallboard is distributed in the geographic markets nearest to our production facilities.

Four of our five gypsum wallboard plants are supplied with natural gypsum from our nearby gypsum quarries, while our wallboard plant in South Carolina is supplied with gypsum under a long-term supply contract with a third party. For more information about our gypsum mining properties, including estimates of gypsum resources and reserves, see Item 2. Properties.

The table shows approximate annual production capacity at each of our gypsum wallboard plants at March 31, 2025.