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, consultants, independent contractors, and agents of the Company. The Compensation Committee of our Board (the Compensation Committee) specifies grant terms for awards under the Plan.

In May 2024, the Compensation Committee awarded to certain officers and key employees an aggregate of 29,391 performance stock units and 1,963 performance stock options, as compensation for achievement of the target level of performance (collectively, the Performance Stock Awards). 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 on 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 2027 (three-year performance period) as modified by total stockholder return. Performance outcomes (taking into account both criteria) will result in a threshold vesting percentage of 50% of target, and maximum performance will result in a vesting percentage of 200% of target. If the threshold vesting percentage is not achieved, none of the Performance Stock Awards will be earned.

Our Performance Stock Awards are evaluated on a quarterly basis with adjustments to compensation expense based on the likelihood of the performance targets being achieved or exceeded. The maximum expense for our outstanding Performance Stock Awards is approximately $11.7 million. Any forfeitures are recognized as a reduction to expense in the period in which they occur.

In August 2024, the Compensation Committee granted 1,550 options to members of the Board of Directors (the Fiscal 2025 Board of Directors Stock Option Award). Options granted under the Fiscal 2025 Board of Directors Stock Option Award vest one year after the grant date and can be exercised from the date of vesting until their expiration on the tenth anniversary of the grant date.

The Fiscal 2025 Board of Directors Stock Option Award was valued at its grant date using the Black-Scholes option pricing model and is being expensed over a one-year period. The weighted-average assumptions used in the Black-Scholes model to value the Fiscal 2025 Board of Directors Stock Option Award are as follows:

In August 2024, the Compensation Committee granted 7,078 shares of time-vesting restricted stock to members of the Board of Directors (the Fiscal 2025 Board of Directors Restricted Stock Award). Restricted stock granted under the Fiscal 2025 Board of Directors Restricted Stock Award vest one year after the grant date and were valued at the closing price of the stock on the grant date. The value of the Fiscal 2025 Board of Directors Restricted Stock Award is being expensed over a one-year period.

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

period, while restricted stock and restricted stock units are valued using the closing price on the date of grant and expensed over the vesting period.

Stock option expense for all outstanding stock option awards was approximately $1.2 million, $2.0 million and $3.4 million for the years ended March 31, 2025, 2024, and 2023, respectively. At March 31, 2025, there was approximately $1.1 million of unrecognized compensation expense related to outstanding stock options, which is expected to be recognized over a weighted-average period of 1.0 years.

The following table shows stock option activity for the years presented:



	For the Years Ended March 31,


	2025						2024						2023


	Number of Shares				Weighted- Average Exercise Price		Number of Shares				Weighted- Average Exercise Price		Number of Shares				Weighted- Average Exercise Price


Outstanding Options at Beginning of Year		252,364		$		91.28		436,949		$		89.69		456,849		$		83.81


Granted		5,476		$		244.92		5,558		$		172.62		56,621		$		125.90


Exercised		(72,553	)	$		90.20		(189,143	)	$		90.40		(73,343	)	$		80.19


Cancelled		(1,054	)	$		125.97		(1,000	)	$		73.37		(3,178	)	$		109.15


Outstanding Options at End of Year		184,233		$		95.75		252,364		$		91.28		436,949		$		89.69


Options Exercisable at End of Year		162,740						215,913						339,043


Weighted-Average Fair Value of Options Granted During the Year				$		104.45				$		69.84				$		48.36

The following table summarizes information about stock options outstanding at March 31, 2025:



	Options Outstanding						Options Exercisable


Range of Exercise Prices	Number of Shares Outstanding		Weighted- Average Remaining Contractual Life		Weighted- Average Exercise Price		Number of Shares Outstanding		Weighted- Average Exercise Price


$59.32 - $81.28		88,060		4.54	$	63.01		88,060	$	63.01


$91.21 - $100.88		32,852		3.27	$	94.95		32,852	$	94.95


$118.27 - $139.25		48,931		7.11	$	126.59		35,272	$	127.06


$143.09 - $261.76		14,390		8.13	$	193.10		6,556	$	159.30


		184,233		5.28	$	95.75		162,740	$	87.22

At March 31, 2025, the aggregate intrinsic values for outstanding and exercisable options were approximately $23.4 million and $14.2 million, respectively. The total intrinsic values of options exercised during the fiscal years ended March 31, 2025, 2024, and 2023 were approximately $14.4 million, $18.8 million and $4.4 million, respectively.

The following table summarizes the activity for restricted stock units and nonvested restricted stock during the years presented:



	For the Years Ended March 31,


	2025						2024						2023


	Number of Shares				Weighted- Average Grant Date Fair Value		Number of Shares				Weighted- Average Grant Date Fair Value		Number of Shares				Weighted- Average Grant Date Fair Value


Restricted Stock Units and Nonvested Restricted Stock at Beginning of Year		204,946		$		121.12		222,384		$		95.11		262,079		$		84.66


Granted		66,741		$		240.61		97,257		$		169.62		111,230		$		126.23


Vested		(77,588	)	$		152.66		(111,695	)	$		124.78		(147,678	)	$		104.33


Cancelled		—		$		—		(3,000	)	$		30.38		(3,247	)	$		124.82


Restricted Stock Units and Nonvested Restricted Stock at End of Year		194,099		$		150.56		204,946		$		121.12		222,384		$		95.11

Expense related to restricted shares was $17.6 million, $17.9 million, and $13.7 million in fiscal years ended March 31, 2025, 2024, and 2023, respectively. At March 31, 2025, there was $23.7 million of unearned compensation that will be recognized over a weighted-average period of 1.4 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 1,344,678 shares at March 31, 2025.