NICOLAIS MICHAEL R 4

What Happened
Michael R. Nicolais, a director of Eagle Materials, exercised non‑qualified stock options on June 17, 2026, resulting in the issuance of 4,139 shares at an exercise price basis reported as $81.28 per share (total reported value $336,418). To cover the exercise price/tax liability, 1,577 of those shares were withheld (reported at $213.24 per share; total $336,279), leaving him with a net 2,562 shares acquired. The filing also reports a derivative conversion related to the exercise and a small dividend‑equivalent RSU credit of 4.9 shares granted on July 20, 2026.

Key Details

• Transaction dates: Option exercise and withholding on 2026-06-17; DEU award on 2026-07-20.
• Prices/values reported: 4,139 shares @ $81.28 = $336,418 (exercise); 1,577 shares withheld @ $213.24 = $336,279 (payment of exercise price/taxes) as reported.
• Net shares received: 2,562 shares (per footnote F1).
• Footnotes: F1 — 1,577 shares were withheld to pay the exercise price for the Non‑Qualified Stock Option; F2 — 4.9 shares are dividend‑equivalent units (DEUs) tied to RSU awards disclosed in 2004–2006.
• Filing timeliness: Form 4 was filed July 22, 2026 for a June 17, 2026 transaction (filed more than two business days after the transaction).

Context

• This was an option exercise with shares withheld to cover the exercise price/taxes (a common cashless/partial‑cashless approach), not an open‑market purchase or sale. Such exercises are routine for insiders exercising vested options and do not by themselves indicate a buy/sell sentiment.
• The small DEU award reflects accrued dividend equivalents on earlier RSU grants and is informational rather than a market transaction.