1 unchanged sentence
Trading Arrangements
−Removed: During the three months ended June 30, 2023, none of the Company’s directors or “officers,” as defined in Rule 16a-1(f) of the Exchange Act, adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
−Removed: 3.1 * Certificate of Amendment to the Certificate of Incorporation [Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 9, 2023]
−Removed: 3.2 * Amended and Restated Bylaws of Granite Construction Incorporated [Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2023]
−Removed: 4.1 * Indenture (including Form of Note) with respect to Granite Construction Incorporated’s 3.75% Convertible Senior Notes due 2028, dated May 11, 2023, by and between Granite Construction Incorporated and Wilmington Trust, National Association, as trustee [Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2023]
+Added: During the three months ended September 30, 2023, none of the Company’s directors or “officers,” as defined in Rule 16a-1(f) of the Exchange Act, adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
† Amendment No.
−Removed: 1 to Fourth Amended and Restated Credit Agreement, dated May 8, 2023, by and among the Company, Granite Construction Company, and GILC Incorporated, as borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 9, 2023]
−Removed: 10.2 * Form of Capped Call Confirmation [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2023]
+Added: 1 to Executive Retention and Severance Plan III (As Amended and Restated by the Compensation Committee on March 31, 2021) dated October 1 6 , 2023
+Added: † Amendment No.
+Added: 7 to Key Management Deferred Compensation Plan II (As Amended and Restated by the Board of Directors Effective January 1, 2010) dated October 1 6 , 2023
31.1 † Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
15 unchanged sentences
GRANITE CONSTRUCTION INCORPORATED
−Removed: July 27, 2023 By:
+Added: October 31, 2023 By:
/s/ Elizabeth L.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.