8-K

EAGLE MATERIALS INC (EXP)

8-K 2026-01-29 For: 2026-01-29
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2026

Eagle Materials Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware 1-12984 75-2520779
(State or Other Jurisdiction<br><br>of Incorporation) (Commission File Number) (IRS Employer<br><br>Identification No.)
5960 Berkshire Ln., Suite 900<br><br>Dallas, Texas 75225
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(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (214) 432-2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading<br><br>Symbol(s) Name of each exchange<br><br>on which registered
Common Stock, $0.01 par value EXP New York Stock Exchange
Common Stock, $0.01 par value EXP NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition

On January 29, 2026, Eagle Materials Inc., a Delaware corporation (“Eagle”), announced its results of operations for the quarter ended December 31, 2025. A copy of Eagle’s earnings press release announcing these results is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits
Exhibit<br>Number Description
--- ---
99.1 Earnings Press Release dated January 29, 2026 issued by Eagle Materials Inc. (announcing quarterly operating results)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EAGLE MATERIALS INC.
By: /s/ D. Craig Kesler<br><br>D. Craig Kesler
Executive Vice President - Finance and Administration and Chief Financial Officer

Date: January 29, 2026

EX-99.1

EXHIBIT 99.1

Contact at 214-432-2000<br><br><br><br> <br>Michael R. Haack<br><br><br>President and CEO<br> <br><br><br><br>D. Craig Kesler<br> <br>Executive Vice President andCFO<br> <br><br> <br>Alex Haddock<br><br><br>Senior Vice President

News For Immediate Release

EAGLE MATERIALS REPORTS THIRD QUARTER RESULTS

DALLAS, TX (January 29, 2026) Eagle Materials Inc. (NYSE: EXP) today reported financial results for the third quarter of fiscal 2026 ended December 31, 2025. Notable items for the quarter are highlighted below (unless otherwise noted, all comparisons are with the prior year’s fiscal third quarter).

Third Quarter Fiscal 2026 Highlights

Revenue of $556.0 million
Net Earnings of $102.9 million
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Net Earnings per share of $3.22
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Adjusted EBITDA of $190.1 million
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Adjusted EBITDA is a non-GAAP financial measure calculated by excluding non-routine items and certain non-cash expenses in the manner described in Attachment 6
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Repurchased approximately 648,000 shares of Eagle’s common stock for $142.6 million<br>
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Commenting on the third quarter results, Michael Haack, President and CEO, said, “Despite a mixed construction environment, Eagle’s portfolio of businesses continued to perform well during the quarter, generating revenue of $556 million, EPS of $3.22 and gross margins of 28.9%. While the residential construction market was challenged, federal, state, and local spending on public infrastructure projects and private non-residential construction remained elevated, supporting strong demand for our Heavy construction products. Our Cement sales volume was up 9% and our organic Aggregates sales volume increased 34%.”

Mr. Haack continued, “During the quarter, we strengthened our financial position, issuing $750 million of 10-year senior notes with an interest rate of 5.00%, which extended our total debt maturity schedule and increased committed liquidity. A portion of the proceeds were used to repay our bank credit facility. We also significantly increased our distribution of cash to shareholders, returning nearly $150 million through our quarterly cash dividend and the repurchase of approximately 648,000 shares of our common stock. We ended the quarter with debt of $1.8 billion, net debt of $1.4 billion, and a net leverage ratio (net debt to Adjusted EBITDA) of 1.8x, giving us substantial financial flexibility that supports disciplined, value-enhancing capital allocation and long-term growth.” (Net debt is a non-GAAP financial measure calculated by subtracting cash and cash equivalents from debt as described in Attachment 6).

Mr. Haack concluded, “Our low-cost operations continue to generate strong cashflow that we are investing to advance our operational efficiency and our low-cost position. We continued to make good progress this quarter on our projects to modernize our Laramie, Wyoming Cement plant and our Duke, Oklahoma Gypsum Wallboard plant. These growth investments will lower each plant’s cost structure, improve their reliability, and expand their production capabilities, which will strengthen our already low-cost competitive position. We are highly confident that our strong market position, advantaged capital structure, and rigorous operating discipline position us for continued success over the long term.”

Segment Financial Results

Heavy Materials: Cement, Concrete and Aggregates

Revenue in the Heavy Materials sector, which includes Cement, Concrete and Aggregates, as well as Joint Venture and intersegment Cement revenue, was up 11% to $390.2 million. Heavy Materials operating earnings increased by 9% to $92.7 million. Both increases resulted from higher Cement and Aggregates sales volume and the contribution from the recently acquired aggregates business in Western Pennsylvania.

Cement revenue for the quarter, including Joint Venture and intersegment revenue, was up 9% to $321.2 million, and operating earnings were up 5% to $91.3 million. These increases reflect higher Cement sales volume, partially offset by a 1% decline in Cement net sales prices. Cement sales volume increased 9% to 1.9 million tons.

Concrete and Aggregates revenue was up 22% to $69.0 million, and operating earnings increased to $1.4 million, reflecting higher Aggregates sales volume, increased Concrete and Aggregates pricing, and $7.6 million of revenue contribution from the recently acquired aggregates business. Excluding the recently acquired business, Aggregates revenue increased 9%, and sales volume was up 34%.

Light Materials: Gypsum Wallboard and Recycled Paperboard

Revenue in the Light Materials sector, which includes Gypsum Wallboard and Recycled Paperboard, decreased 16% to $203.5 million, reflecting lower Wallboard and Paperboard sales volume and prices. Gypsum Wallboard sales volume was down 14% to 637 million square feet (MMSF), and the average Gypsum Wallboard net sales price decreased 5% to $225.19 per MSF.

Paperboard sales volume for the quarter was down 10% to 81,000 tons. The average Paperboard net sales price was $588.77 per ton, down 6%, consistent with the pricing provisions in our long-term sales agreements that factor in changes to input costs.

Operating earnings in the sector were $72.6 million, a decrease of 25%, reflecting lower Wallboard and Paperboard sales volume and pricing.

Corporate General andAdministrative Expenses

Corporate General and Administrative Expenses increased by approximately 15% compared with the prior year. The increase was primarily related to increases in information technology costs of $1.2 million for technology upgrades, and $1.4 million of costs associated with business-development and professional services.

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Details of Financial Results

We conduct one of our cement plant operations through a 50/50 joint venture, Texas Lehigh Cement Company LP (the Joint Venture). We use the equity method of accounting for our 50% interest in the Joint Venture. For segment reporting purposes only, we proportionately consolidate our 50% share of the Joint Venture’s revenue and operating earnings, which is consistent with the way management organizes the segments within the Company for making operating decisions and assessing performance.

In addition, for segment reporting purposes, we report intersegment revenue as part of a segment’s total revenue. Intersegment sales are eliminated on the consolidated income statement. Refer to Attachment 3 for a reconciliation of these amounts.

About Eagle Materials Inc.

Eagle Materials Inc. is a leading U.S. manufacturer of heavy construction products and light building materials. Eagle’s primary products, Portland Cement and Gypsum Wallboard, are essential for building, expanding, and repairing roads and highways and for building and renovating residential, commercial, and industrial structures across America. Eagle manufactures and sells its products through a network of more than 70 facilities spanning 21 states and is headquartered in Dallas, Texas. Visit eaglematerials.com for more information.

Eagle’s senior management will conduct a conference call to discuss the financial results, forward-looking information, and othermatters at 8:30 a.m. Eastern Time (7:30 a.m. Central Time) on Thursday, January 29, 2026. The conference call will be webcast on the Eagle website, eaglematerials.com. A replay of the webcast and the presentation will be archived on thewebsite for one year.

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Forward-Looking Statements. This press release contains forward-looking statements withinthe meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identifiedby the context of the statements and generally arise when the Company is discussing its beliefs, estimates or expectations as to future events. These statements are not historical facts or guarantees of future performance but instead represent onlythe Company s belief at the time the statements were made regarding future events which are subject to certain risks, uncertainties and other factors, many of which are outside the Company s control. Actualresults and outcomes may differ materially from what is expressed or forecast in such forward-looking statements. The principal risks and uncertainties that may affect the Company s actual performance include the following: thecyclical and seasonal nature of the Company s businesses; fluctuations in public infrastructure expenditures; the effects of adverse weather conditions on infrastructure and other construction projects as well as our facilitiesand operations; the fact that our products are commodities and that prices for our products are subject to material fluctuation due to market conditions and other factors beyond our control; the availability of and fluctuations in the cost of raw materials; changes in the costs of energy, including, without limitation, natural gas, coal and oil (including diesel), and the nature of our obligations to counterparties under energy supply contracts, such as those related to marketconditions (for example, spot market prices), governmental orders and other matters; changes in the cost and availability of transportation; unexpected operational difficulties, including unexpected maintenance costs, equipment downtime andinterruption of production; material nonpayment or non-performance by any of our key customers; consolidation of our customers; interruptions in our supply chain;inability to timely execute or realize capacity expansions or efficiency gains from capital improvement projects; difficulties and delays in the development of new business lines; governmental regulation and changes in governmental and public policy(including, without limitation, climate change and other environmental regulation); changes in trade policy, including tariffs and the effects of any increases in tariffs on our business, including increases in cost of inputs used in our facilityexpansion and modernization projects; possible losses or other adverse outcomes from pending or future litigation or arbitration proceedings; changes in economic conditions or the nature or level of activity in any one or more of the markets orindustries in which the Company or its customers are engaged; competition; cyber-attacks or data security breaches, together with the costs of protecting our systems against such incidents and the possible effects thereof on our operations;increases in capacity in the gypsum wallboard and cement industries; changes in the demand for residential housing construction or commercial construction or construction projects undertaken by state or local governments; the availability ofacquisitions or other growth opportunities that meet our financial return standards and fit our strategic focus; risks related to pursuit of acquisitions, joint ventures and other transactions or the execution or implementation of such transactions,including the integration of operations acquired by the Company; general economic conditions, including inflation and recessionary conditions; and changes in interest rates (including mortgage rates) and the resulting effects on the Company anddemand for our products. For example, increases in interest rates, decreases in demand for construction materials or increases in the cost of our raw materials can be expected to adversely affect the revenue and operating earnings ofour operations. In addition, changes in national or regional economic conditions and levels of infrastructure and construction spending could also adversely affect the Company s results of operations. Finally, any forward-lookingstatements made by the Company are subject to the risks and impacts associated with natural disasters, the outbreak, escalation or resurgence of health emergencies, pandemics or other unforeseen events, including, without limitation, the COVID-19 pandemic and responses thereto designed to contain its spread and mitigate its public health effects, as well as their impact on our operations and on economic conditions, capital and financial markets.These and other factors are described in the Company s Annual Report on Form 10-K for the fiscal year endedMarch 31, 2025, and subsequent quarterly and annual reports upon filing. These reports are filed with the Securities and Exchange Commission. Allforward-looking statements made herein are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed herein will increase with the passage of time. The Company undertakes no duty to update anyforward-looking statement to reflect future events or changes in the Company s expectations.

For additional information, contact at 214-432-2000:

Michael R. Haack

President and Chief Executive Officer

D. Craig Kesler

Executive Vice President and Chief Financial Officer

Alex Haddock

Senior Vice President, InvestorRelations, Strategy and Corporate Development

Attachment 1 Statement of Consolidated Earnings

Attachment 2 Revenue and Earnings by Business Segment

Attachment 3 Sales Volume, Average Net Sales Prices and Intersegment and Cement Revenue

Attachment 4 Consolidated Balance Sheets

Attachment 5 Depreciation, Depletion and Amortization by Business Segment

Attachment 6 Reconciliation of Non-GAAP Financial Measures

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Attachment 1

Eagle Materials Inc.

Statement of Consolidated Earnings

(dollars in thousands, except per share data)

(unaudited)

Quarter Ended<br>December 31, Nine Months Ended<br>December 31,
2025 2024 2025 2024
Revenue $ 555,956 $ 558,025 $ 1,829,552 $ 1,790,333
Cost of Goods Sold 395,050 380,212 1,283,335 1,221,808
Gross Profit 160,906 177,813 546,217 568,525
Equity in Earnings of Unconsolidated JV 4,420 4,987 14,533 21,979
Corporate General and Administrative Expenses (24,010 ) (20,818 ) (66,109 ) (54,346 )
Other Non-Operating Income 1,644 1,381 3,729 4,788
Earnings before Interest and Income Taxes 142,960 163,363 498,370 540,946
Interest Expense, net (13,712 ) (9,061 ) (34,790 ) (30,459 )
Earnings before Income Taxes 129,248 154,302 463,580 510,487
Income Tax Expense (26,345 ) (34,728 ) (99,932 ) (113,551 )
Net Earnings $ 102,903 $ 119,574 $ 363,648 $ 396,936
NET EARNINGS PER SHARE
Basic $ 3.23 $ 3.59 $ 11.28 $ 11.85
Diluted $ 3.22 $ 3.56 $ 11.21 $ 11.75
AVERAGE SHARES OUTSTANDING
Basic 31,824,706 33,317,168 32,247,333 33,493,382
Diluted 32,005,925 33,608,538 32,429,251 33,771,660

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Attachment 2

Eagle Materials Inc.

Revenue and Earnings by Business Segment

(dollars in thousands)

(unaudited)

Quarter Ended<br>December 31, Nine Months Ended<br>December 31,
2025 2024 2025 2024
Revenue*
Heavy Materials:
Cement (Wholly Owned) $ 283,496 $ 259,890 $ 938,475 $ 873,033
Concrete and Aggregates 68,999 56,405 224,361 183,373
352,495 316,295 1,162,836 1,056,406
Light Materials:
Gypsum Wallboard 175,874 209,493 580,872 642,294
Recycled Paperboard 27,587 32,237 85,844 91,633
203,461 241,730 666,716 733,927
Total Revenue $ 555,956 $ 558,025 $ 1,829,552 $ 1,790,333
Segment Operating Earnings
Heavy Materials:
Cement (Wholly Owned) $ 86,923 $ 81,776 $ 277,668 $ 269,842
Cement (Joint Venture) 4,420 4,987 14,533 21,979
Concrete and Aggregates 1,380 (1,397 ) 15,479 588
92,723 85,366 307,680 292,409
Light Materials:
Gypsum Wallboard 61,357 86,393 221,305 270,510
Recycled Paperboard 11,246 11,041 31,765 27,585
72,603 97,434 253,070 298,095
Sub-total 165,326 182,800 560,750 590,504
Corporate General and Administrative Expense (24,010 ) (20,818 ) (66,109 ) (54,346 )
Other Non-Operating Income 1,644 1,381 3,729 4,788
Earnings before Interest and Income Taxes $ 142,960 $ 163,363 $ 498,370 $ 540,946
* Excluding Intersegment and Joint Venture Revenue listed on Attachment 3
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Attachment 3

Eagle Materials Inc.

Sales Volume, Average Net Sales Prices and Intersegment and Cement Revenue

(unaudited)

Sales Volume
Quarter Ended<br>December 31, Nine Months Ended<br>December 31,
2025 2024 Change 2025 2024 Change
Cement (M Tons):
Wholly Owned 1,687 1,541 +9 % 5,543 5,156 +8 %
Joint Venture 174 161 +8 % 507 517 -2 %
1,861 1,702 +9 % 6,050 5,673 +7 %
Concrete (M Cubic Yards) 298 298 0 % 967 989 -2 %
Aggregates (M Tons) 1,612 893 +81 % 5,328 2,671 +99 %
Gypsum Wallboard (MMSFs) 637 737 -14 % 2,069 2,246 -8 %
Recycled Paperboard (M Tons):
Internal 33 37 -11 % 102 111 -8 %
External 48 53 -9 % 151 155 -3 %
81 90 -10 % 253 266 -5 %
Average Net Sales Price*
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Quarter Ended<br>December 31, Nine Months Ended<br>December 31,
2025 2024 Change 2025 2024 Change
Cement (Ton) $ 154.52 $ 156.82 -1 % $ 155.46 $ 156.46 -1 %
Concrete (Cubic Yard) $ 153.44 $ 147.53 +4 % $ 152.52 $ 148.46 +3 %
Aggregates (Ton) $ 14.19 $ 13.19 +8 % $ 14.25 $ 12.83 +11 %
Gypsum Wallboard (MSF) $ 225.19 $ 236.11 -5 % $ 230.35 $ 237.49 -3 %
Recycled Paperboard (Ton) $ 588.77 $ 627.04 -6 % $ 583.87 $ 606.68 -4 %
* Net of freight and delivery costs billed to customers.
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Intersegment and Cement Revenue
--- --- --- --- --- --- --- --- ---
Quarter Ended<br>December 31, Nine Months Ended<br>December 31,
2025 2024 2025 2024
Intersegment Revenue:
Cement $ 8,309 $ 9,084 $ 28,226 $ 29,748
Concrete and Aggregates 4,500 4,311 12,530 12,138
Recycled Paperboard 20,251 23,921 61,694 69,542
$ 33,060 $ 37,316 $ 102,450 $ 111,428
Cement Revenue:
Wholly Owned $ 283,496 $ 259,890 $ 938,475 $ 873,033
Joint Venture 29,366 26,426 86,961 84,561
$ 312,862 $ 286,316 $ 1,025,436 $ 957,594

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Attachment 4

Eagle Materials Inc.

Consolidated Balance Sheets

(dollars in thousands)

(unaudited)

March 31,
2024 2025*
ASSETS
Current Assets –
Cash and Cash Equivalents 418,999 $ 31,173 $ 20,401
Accounts and Notes Receivable, net 208,511 182,379 212,332
Inventories 384,879 392,266 415,175
Federal Income Tax Receivable 8,123 1,743 10,020
Prepaid and Other Assets 11,603 10,901 10,729
Total Current Assets 1,032,115 618,462 668,657
Property, Plant and Equipment, net 1,984,828 1,736,159 1,792,982
Investments in Joint Venture 154,622 135,672 140,089
Operating Lease<br>Right-of-Use Assets 30,108 34,227 29,313
Goodwill and Intangibles 588,019 487,388 595,752
Other Assets 53,743 31,762 37,795
3,843,435 $ 3,043,670 $ 3,264,588
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities –
Accounts Payable 124,241 $ 118,718 $ 129,895
Accrued Liabilities 96,247 86,999 96,077
Income Taxes Payable 1,774 3,090
Current Portion of Long-Term Debt 15,000 10,000 15,000
Operating Lease Liabilities 4,241 5,074 4,032
Total Current Liabilities 241,503 223,881 245,004
Long-term Liabilities 99,228 85,647 99,626
Bank Credit Facility 85,000 200,000
Bank Term Loan 270,000 165,000 281,250
2.500% Senior Unsecured Notes due 2031 743,014 741,749 742,066
5.000% Senior Unsecured Notes due 2036 735,165
Deferred Income Taxes 260,900 246,254 239,942
Stockholders’ Equity –
Preferred Stock, Par Value 0.01; Authorized 5,000,000 Shares; None Issued
Common Stock, Par Value 0.01; Authorized 100,000,000 Shares; Issued and Outstanding 31,554,877;<br>33,391,155 and 32,973,121 Shares, respectively 316 334 330
Capital in Excess of Par Value
Accumulated Other Comprehensive Losses (3,002 ) (3,238 ) (3,125 )
Retained Earnings 1,496,311 1,499,043 1,459,495
Total Stockholders’ Equity 1,493,625 1,496,139 1,456,700
3,843,435 $ 3,043,670 3,264,588

All values are in US Dollars.

* From audited financial statements

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Attachment 5

Eagle Materials Inc.

Depreciation, Depletion and Amortization by Business Segment

(dollars in thousands)

(unaudited)

The following tablepresents Depreciation, Depletion and Amortization by business segment for the quarters and nine months ended December 31, 2025 and 2024:

Depreciation, Depletion and Amortization
Quarter Ended<br>December 31, Nine Months Ended<br>December 31,
2025 2024 2025 2024
Cement $ 24,169 $ 23,029 $ 70,231 $ 68,853
Concrete and Aggregates 6,999 5,261 20,927 15,074
Gypsum Wallboard 5,663 6,414 18,676 19,338
Recycled Paperboard 3,295 3,723 10,873 11,082
Corporate and Other 1,484 807 3,536 2,314
$ 41,610 $ 39,234 $ 124,243 $ 116,661

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Attachment 6

Eagle Materials Inc.

Reconciliation of Non-GAAP Financial Measures

(dollars in thousands)

(unaudited)

EBITDA and Adjusted EBITDA

We present Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) and Adjusted EBITDA to provide additional measures of operating performance and allow for more consistent comparison of operating performance from period to period. EBITDA is a non-GAAP financial measure that provides supplemental information regarding the operating performance of our business without regard to financing methods, capital structures or historical cost basis. Adjusted EBITDA is also a non-GAAP financial measure that further excludes the impact from Non-routine Items and stock-based compensation. Management uses EBITDA and Adjusted EBITDA as alternative bases for comparing the operating performance of Eagle from period to period and for purposes of its budgeting and planning processes. Adjusted EBITDA may not be comparable to similarly titled measures of other companies because other companies may not calculate Adjusted EBITDA in the same manner. Neither EBITDA nor Adjusted EBITDA should be considered in isolation or as an alternative to net income, cash flow from operations or any other measure of financial performance or liquidity in accordance with GAAP. The following shows the calculation of EBITDA and Adjusted EBITDA and reconciles them to net earnings in accordance with GAAP for the quarters and nine months ended December 31, 2025, and 2024, and the trailing twelve months ended December 31, 2025, and March 31, 2025:

Quarter Ended<br>December 31, Nine Months Ended<br>December 31,
2025 2024 2025 2024
Net Earnings, as reported $ 102,903 $ 119,574 $ 363,648 $ 396,936
Income Tax Expense 26,345 34,728 99,932 113,551
Interest Expense 13,712 9,061 34,790 30,459
Depreciation, Depletion and Amortization 41,610 39,234 124,243 116,661
EBITDA $ 184,570 $ 202,597 $ 622,613 $ 657,607
Acquisition accounting and related expenses<br>^1^ 1,341 2,959
Litigation Loss 700
Stock-based Compensation 5,514 4,818 15,804 14,221
Adjusted EBITDA $ 190,084 $ 208,756 $ 638,417 $ 675,487
Twelve Months Ended
--- --- --- --- ---
December 31, March 31,
2025 2025
Net Earnings, as reported $ 430,128 $ 463,416
Income Tax Expense 114,450 128,069
Interest Expense 44,857 40,526
Depreciation, Depletion and Amortization 166,484 158,902
EBITDA $ 755,919 $ 790,913
Acquisition accounting and related expenses<br>^1^ 3,359 6,318
Litigation loss 700
Stock-based Compensation 20,326 18,743
Adjusted EBITDA $ 779,604 $ 816,674

^1^ Represents the impact of selling acquired inventory after its markup to fair value as part of acquisition accounting and business development costs

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Attachment 6, continued

Reconciliation of Net Debt to Adjusted EBITDA

GAAP does not define “Net Debt” and it should not be considered as an alternative to debt as defined by GAAP. We define Net Debt as total debt minus cash and cash equivalents to indicate the amount of total debt that would remain if the Company applied the cash and cash equivalents held by it to the payment of outstanding debt. The Company also uses “Net Debt to Adjusted EBITDA,” which it defines as Net Debt divided by Adjusted EBITDA for the trailing twelve months, as an alternative metric to assist it in understanding its leverage position. We present this metric for the convenience of the investment community and rating agencies who use such metrics in their analysis, and for investors who need to understand the metrics we use to assess performance and monitor our cash and liquidity positions.

As of<br>December 31, 2025 As of<br>March 31, 2025
Total debt, excluding debt issuance costs $ 1,785,000 $ 1,246,250
Cash and cash equivalents 418,999 20,401
Net Debt $ 1,366,001 $ 1,225,849
Trailing Twelve Months Adjusted EBITDA $ 779,604 $ 816,674
Net Debt to Adjusted EBITDA 1.8x 1.5x

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