What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-07 compared with 2025-05-01 · 277 added, 165 removed, 465 unchanged (49% of the section changed)

3 unchanged sentences

(Unaudited - in thousands, except share and per share data)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets:

16 unchanged sentences

Goodwill 215,165 214,465

Intangible assets 125,480 127,886

Intangible assets, net 123,335 127,886

Right of use assets 99,595 89,791

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issued and outstanding:

43,737,491 shares as of March 31, 2025 and 43,424,646 shares as of December 31, 2024

43,778,784 shares as of June 30, 2025 and 43,424,646 shares as of December 31, 2024

Additional paid-in capital 430,155 410,739

9 unchanged sentences

(Unaudited - in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Revenue $ 1,125,964 $ 1,082,486 $ 1,825,511 $ 1,754,761

4 unchanged sentences

Gain on sales of property and equipment, net ( 3,606 ) ( 1,387 ) ( 5,343 ) ( 2,805 )

Operating loss ( 39,751 ) ( 43,300 )

Operating income 103,565 85,821 63,814 42,521

Other (income) expense

Loss on debt extinguishment — 27,824 — 27,824

Interest income ( 5,761 ) ( 3,600 ) ( 12,029 ) ( 10,302 )

1 unchanged sentence

Equity in income of affiliates, net ( 3,698 ) ( 4,557 ) ( 4,792 ) ( 8,527 )

Other income, net ( 63 ) ( 1,743 )

Other (income) expense, net ( 2,462 ) 1,267 ( 2,525 ) ( 476 )

Total other (income) expense, net ( 3,994 ) 26,271 ( 3,662 ) 21,939

Loss before income taxes ( 40,083 ) ( 38,968 )

Benefit from income taxes ( 11,756 ) ( 9,526 )

Net loss ( 28,327 ) ( 29,442 )

Income before income taxes 107,559 59,550 67,476 20,582

Provision for income taxes 27,214 20,693 15,458 11,167

Net income 80,345 38,857 52,018 9,415

Amount attributable to non-controlling interests ( 8,645 ) ( 1,962 ) ( 13,974 ) ( 3,503 )

Net loss attributable to Granite Construction Incorporated $ ( 33,656 ) $ ( 30,983 )

Net loss per share attributable to common shareholders (see Note 15):

Net income attributable to Granite Construction Incorporated $ 71,700 $ 36,895 $ 38,044 $ 5,912

Net income per share attributable to common shareholders (see Note 15):

Basic $ 1.64 $ 0.84 $ 0.87 $ 0.13

5 unchanged sentences

GRANITE CONSTRUCTION INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited - in thousands)

Three Months Ended March 31,

Net loss $ ( 28,327 ) $ ( 29,442 )

Other comprehensive income, net of tax

Net unrealized gain on cash flow hedges, net of tax $ — $ 589

reclassification for net gains included in interest expense, net of tax 185 226

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net income $ 80,345 $ 38,857 $ 52,018 $ 9,415

Other comprehensive income (loss), net of tax

Net unrealized loss on cash flow hedges, net of tax $ — $ ( 735 ) $ — $ ( 146 )

reclassification for net gains (losses) included in interest expense, net of tax — ( 144 ) 185 82

Net change $ — $ ( 879 ) $ 185 $ ( 64 )

Foreign currency translation adjustments, net 932 ( 141 ) 1,394 ( 547 )

Other comprehensive income, net of tax $ 647 $ 409

Comprehensive loss, net of tax $ ( 27,680 ) $ ( 29,033 )

Non-controlling interests in comprehensive loss, net of tax ( 5,329 ) ( 1,541 )

Comprehensive loss attributable to Granite Construction Incorporated, net of tax $ ( 33,009 ) $ ( 30,574 )

Other comprehensive income (loss), net of tax $ 932 $ ( 1,020 ) $ 1,579 $ ( 611 )

Comprehensive income, net of tax $ 81,277 $ 37,837 $ 53,597 $ 8,804

Non-controlling interests in comprehensive income, net of tax ( 8,645 ) ( 1,962 ) ( 13,974 ) ( 3,503 )

Comprehensive income attributable to Granite Construction Incorporated, net of tax $ 72,632 $ 35,875 $ 39,623 $ 5,301

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Outstanding Shares Common Stock Additional

Capital Accumulated Other

Comprehensive Income (Loss) Retained Earnings Total Granite

Capital Accumulated Other Comprehensive Income Retained Earnings Total Granite

Shareholders’ Equity Non-controlling Interests Total Equity

Balances at March 31, 2025 43,737,491 $ 437 $ 427,804 $ 65 $ 565,223 $ 993,529 $ 44,763 $ 1,038,292

Net income — — — — 71,700 71,700 8,645 80,345

Other comprehensive income — — — 932 — 932 — 932

Repurchases of common stock (1) ( 2,518 ) — ( 109 ) — — ( 109 ) — ( 109 )

Restricted stock units (“RSUs”) vested 38,748 1 ( 1 ) — — — — —

Dividends on common stock ($ 0.13 per share)

— — 74 — ( 5,765 ) ( 5,691 ) — ( 5,691 )

Transactions with non-controlling interests — — — — — — ( 1,801 ) ( 1,801 )

Stock-based compensation expense and other 5,063 — 2,387 — — 2,387 — 2,387

Balances at June 30, 2025 43,778,784 $ 438 $ 430,155 $ 997 $ 631,158 $ 1,062,748 $ 51,607 $ 1,114,355

Balances at March 31, 2024 44,149,644 $ 441 $ 479,679 $ 1,290 $ 465,048 $ 946,458 $ 58,147 $ 1,004,605

Net income — — — — 36,895 36,895 1,962 38,857

Other comprehensive loss — — — ( 1,020 ) — ( 1,020 ) — ( 1,020 )

Repurchases of common stock (1) ( 231,133 ) ( 1 ) ( 13,220 ) — ( 505 ) ( 13,726 ) — ( 13,726 )

RSUs vested 24,046 — — — — — — —

Dividends on common stock ($ 0.13 per share)

— — 79 — ( 5,759 ) ( 5,680 ) — ( 5,680 )

Capped call transactions — — ( 34,189 ) — — ( 34,189 ) — ( 34,189 )

Redemption of warrants — — 466 — — 466 — 466

Exercise of bond hedge ( 260,883 ) ( 3 ) 3 — — — — —

Transactions with non-controlling interests — — — — — — ( 4,351 ) ( 4,351 )

Stock-based compensation expense and other 4,834 — 2,453 — — 2,453 — 2,453

Balances at June 30, 2024 43,686,508 $ 437 $ 435,271 $ 270 $ 495,679 $ 931,657 $ 55,758 $ 987,415

(1) Represents shares withheld related to employee taxes for RSUs vested under our equity incentive plans in 2025 and 2024, as well as 225,000 shares repurchased under our share repurchase program in 2024.

Outstanding Shares Common Stock Additional

Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Granite

Shareholders’ Equity Non-controlling Interests Total Equity

Balances at December 31, 2024

43,424,646 $ 434 $ 410,739 $ ( 582 ) $ 604,635 $ 1,015,226 $ 64,137 $ 1,079,363

Net loss — — — — ( 33,656 ) ( 33,656 ) 5,329 ( 28,327 )

Net income — — — — 38,044 38,044 13,974 52,018

Other comprehensive income — — — 1,579 — 1,579 — 1,579

5 unchanged sentences

Stock-based compensation expense and other 4,516 — 34,593 — — 34,593 — 34,593

Balances at March 31, 2025

Balances at June 30, 2025

43,778,784 $ 438 $ 430,155 $ 997 $ 631,158 $ 1,062,748 $ 51,607 $ 1,114,355

1 unchanged sentence

43,944,118 $ 439 $ 474,134 $ 881 $ 501,844 $ 977,298 $ 49,668 $ 1,026,966

Net loss — — — — ( 30,983 ) ( 30,983 ) 1,541 ( 29,442 )

Other comprehensive income — — — 409 — 409 — 409

Net income — — — — 5,912 5,912 3,503 9,415

Other comprehensive loss — — — ( 611 ) — ( 611 ) — ( 611 )

Repurchases of common stock (1) ( 366,567 ) ( 3 ) ( 20,636 ) — ( 505 ) ( 21,144 ) — ( 21,144 )

2 unchanged sentences

— — 152 — ( 11,572 ) ( 11,420 ) — ( 11,420 )

Capped call transactions — — ( 34,189 ) — — ( 34,189 ) — ( 34,189 )

Redemption of warrants — — 466 — — 466 — 466

Exercise of bond hedge ( 260,883 ) ( 3 ) 3 — — — — —

Transactions with non-controlling interests — — — — — — 2,587 2,587

Stock-based compensation expense and other 4,400 — 15,345 — — 15,345 — 15,345

Balances at March 31, 2024

Balances at June 30, 2024

43,686,508 $ 437 $ 435,271 $ 270 $ 495,679 $ 931,657 $ 55,758 $ 987,415

(1) Represents shares withheld related to employee taxes for RSUs vested under our equity incentive plans in 2025 and 2024, as well as 200 shares repurchased under our share repurchase program in 2025.

(1) Represents shares withheld related to employee taxes for RSUs vested under our equity incentive plans in 2025 and 2024, as well as 200 and 225,000 shares repurchased under our share repurchase program in 2025 and 2024, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

( Unaudited - in thousands )

Three Months Ended March 31, 2025 2024

Six Months Ended June 30, 2025 2024

Operating activities:

Net loss $ ( 28,327 ) $ ( 29,442 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income $ 52,018 $ 9,415

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, depletion and amortization 65,368 58,468

Amortization related to long-term debt 2,163 2,334

Non-cash loss on debt extinguishment — 27,824

Gain on sales of property and equipment, net ( 5,343 ) ( 2,805 )

22 unchanged sentences

Financing activities:

Proceeds from issuance of convertible notes — 373,750

Debt principal repayments ( 552 ) ( 309,808 )

Capped call transactions — ( 46,046 )

Debt issuance costs — ( 9,654 )

Cash dividends paid ( 11,338 ) ( 11,452 )

13 unchanged sentences

Income taxes $ 8,509 $ 2,940

Other non-cash operating activities:

Deferred taxes related to capped call transactions $ — $ 11,857

Non-cash investing and financing activities:

9 unchanged sentences

GAAP”) have been condensed or omitted.

Further, the condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to state fairly our financial position at March 31, 2025 and the results of our operations and cash flows for the periods presented.

Further, the condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to state fairly our financial position at June 30, 2025 and the results of our operations and cash flows for the periods presented.

The December 31, 2024 condensed consolidated balance sheet data included herein was derived from audited consolidated financial statements but does not include all disclosures required by U.S.

Our operations are typically affected more by weather conditions during the first and fourth quarters of our fiscal year which may alter our construction schedules and can create variability in our revenues and profitability.

Therefore, the results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year.

Therefore, the results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year.

Subsequent Events:

Fifth Amended and Restated Credit Agreement

On August 5, 2025, we entered into the Fifth Amended and Restated Credit Agreement (the “A&R Credit Agreement”), which provides for (1) a $ 600.0 million senior secured revolving credit facility (the “Revolver”), (2) a $ 600.0 million senior secured term loan (the "Initial Term Loan") and (3) an additional $ 75.0 million senior secured term loan (see Note 14 for further information).

Warren Paving Acquisition

On August 5, 2025, we completed the acquisition of Slats Lucas, LLC and Warren Paving, Inc.

(collectively, “Warren Paving”) for $ 540.0 million, subject to customary closing adjustments.

We purchased all of the outstanding equity interests in Warren Paving, which is a vertically-integrated asphalt contractor and aggregate producer with operations along the Gulf Coast and Mississippi River.

This acquisition aligns with our strategy to expand our presence into new geographies with future growth opportunities while supporting our existing operations, particularly the Materials segment.

Papich Construction Acquisition

On August 5, 2025, we completed the acquisition of Papich Construction Company, Inc.

(“Papich Construction”) for $ 170.0 million, subject to customary closing adjustments.

We purchased all of the issued and outstanding common stock of Papich Construction, which is a provider of construction services and materials in California’s Central Coast and Central Valley regions.

This acquisition aligns with our strategy of enhancing our vertical integration by strengthening our existing home markets.

These acquisitions were funded with proceeds from the Initial Term Loan, a $ 10.0 million draw on our Revolver and from cash on hand.

The initial accounting for these transactions is incomplete as we are still in the preliminary stages of assessing the fair value of the underlying net tangible and intangible assets.

The results of Warren Paving and Papich Construction will be included in our consolidated results beginning in the third quarter of 2025.

Recently Issued and Adopted Accounting Pronouncements

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We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity , which amended the guidance in ASC 810 to require entities to consider the existing factors in ASC 805 when identifying the accounting acquirer in a transaction achieved primarily through an exchange of equity interests in which the legal acquiree is a variable interest entity (VIE) that meets the definition of a business.

The guidance is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those fiscal years.

We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provided a practical expedient for all entities for the calculation of current expected credit losses on current accounts receivable and current contract assets.

The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

Recently Adopted Accounting Pronouncements:

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Adoption of this ASU did not have a material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures , which enhances the disclosures regarding an entity’s reportable segments and addresses requests from investors and other allocators of capital for additional, more detailed information about a reportable segment’s expenses.

We adopted this ASU retrospectively for the year ended December 31, 2024 and quarterly periods thereafter.

See Note 18 for more information.

No other new accounting pronouncements were recently issued or adopted in the three months ended March 31, 2025 that had or are expected to have a material impact on our financial statements.

No other new accounting pronouncements were recently issued or adopted that had or are expected to have a material impact on our financial statements.

Dickerson & Bowen, Inc.

1 unchanged sentence

("D&B") for $ 125.5 million in cash, subject to customary closing adjustments.

D&B is an aggregates, asphalt and highway construction company serving central and southern Mississippi which expands our footprint in that region.

D&B’s customers are in both the public and private

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

D&B is an aggregates, asphalt and highway construction company serving central and southern Mississippi which expanded our footprint in that region.

D&B’s customers are in both the public and private sectors.

We have accounted for this transaction in accordance with Accounting Standards Codification ("ASC") Topic 805, Business Combinations (“ASC 805”).

D&B's results have been included in the Construction and Materials segments since the acquisition date.

Revenue and gross profit attributable to D&B for the three months ended March 31, 2025 were $ 15.6 million and $ 2.1 million, respectively.

Revenue attributable to D&B for the three and six months ended June 30, 2025 was $ 22.7 million and $ 38.3 million, respectively.

Gross profit attributable to D&B for the three and six months ended June 30, 2025 was $ 2.8 million and $ 4.9 million, respectively.

Preliminary Purchase Price Allocation

8 unchanged sentences

The most significant assets acquired were $ 38.1 million of property and equipment and an $ 18.2 million customer relationships intangible asset.

During the three months ended March 31, 2025, we made immaterial measurement period adjustments to reflect facts and circumstances in existence as of the acquisition date.

During the three and six months ended June 30, 2025, we made immaterial measurement period adjustments to reflect facts and circumstances in existence as of the acquisition date.

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Revisions in Estimates

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There can be no assurance that we will not experience further changes in circumstances or otherwise be required to revise our estimates in the future.

In our review of these changes for the three months ended March 31, 2025 and 2024, we did not identify any material amounts that should have been recorded in a prior period.

In our review of these changes for the three and six months ended June 30, 2025 and 2024, we did not identify any material amounts that should have been recorded in a prior period.

The projects with increases from revisions in estimates, which individually had an impact of $ 5.0 million or more on gross profit, are summarized as follows (dollars in millions, except per share data):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Number of projects with upward estimate changes 1 — 3 1

Increase in gross profit, net $ 8.3 $ 7.4

Range of increase in gross profit, net $ 6.8 $ — $ 6.3 - 9.8

Increase to project profitability, net $ 6.8 $ — $ 22.9 $ 4.7

Decrease to net loss $ 6.2 $ 5.6

Decrease to net loss attributable to Granite Construction Incorporated $ 6.2 $ 5.6

Decrease to net loss per diluted share attributable to common shareholders $ 0.14 $ 0.13

The increase during the three months ended March 31, 2025 was due to a change in the estimated amount of probable recovery on an outstanding claim and the increase during the three months ended March 31, 2024 was due to changes in

Increase to net income $ 5.1 $ — $ 17.1 $ 4.7

Increase to net income attributable to Granite Construction Incorporated $ 5.1 $ — $ 17.1 $ 4.7

Increase to net income per diluted share attributable to common shareholders $ 0.10 $ — $ 0.33 $ 0.11

The increase during the three and six months ended June 30, 2025 was due to settlement of outstanding claims and production at a higher rate than anticipated and acceleration of project schedule.

The increase during the six months ended June 30, 2024 was due to changes in the estimated transaction price related to unresolved contract modifications resulting from revisions to project work plans, permitting and schedule.

None of the increases above had an impact on non-controlling interest.

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

the estimated transaction price related to contract modifications resulting from revisions to project work plans, permitting and scheduling.

None of the increases above had an impact on non-controlling interest.

The projects with decreases from revisions in estimates, which individually had an impact of $ 5.0 million or more on gross profit, are summarized as follows (dollars in millions, except per share data):

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Number of projects with downward estimate changes 1 2 2 3

Reduction in gross profit, net $ 8.8 $ 7.7

Range of reduction in gross profit, net $ 5.4 $ 5.3 - 10.1

Decrease to project profitability, net $ 5.4 $ 15.5 $ 21.1 $ 30.2

Increase to net loss $ 6.6 $ 5.8

Increase to net loss attributable to Granite Construction Incorporated $ 6.6 $ 5.8

Increase to net loss per diluted share attributable to common shareholders $ 0.15 $ 0.13

The decreases during the three months ended March 31, 2025 and 2024 were due to additional costs related to changes in project duration, lower productivity than originally anticipated and increased labor and materials costs.

None of the decreases above had any impact on non-controlling interest.

Decrease to net income $ 4.1 $ 11.9 $ 15.8 $ 23.2

Amounts attributable to non-controlling interests $ — $ 2.7 $ — $ 3.2

Decrease to net income attributable to Granite Construction Incorporated $ 4.1 $ 9.2 $ 15.8 $ 19.9

Decrease to net income per diluted share attributable to common shareholders $ 0.08 $ 0.17 $ 0.30 $ 0.45

The decreases during the three and six months ended June 30, 2025 and 2024 were due to additional costs related to changes in project duration, lower productivity than originally anticipated, and increased labor and materials costs.

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Disaggregation of Revenue

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The Materials segment focuses primarily on production of aggregates, recycled materials, asphalt concrete and liquid asphalt.

In the first quarter of 2025, we began disaggregating Materials segment revenue by product line.

We categorize aggregates and recycled materials as Aggregates and asphalt concrete and liquid asphalt as Asphalt in the table below.

1 unchanged sentence

The following table presents our revenue disaggregated by reportable segment, by customer type for our Construction segment and product line for our Materials segment:

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

9 unchanged sentences

Total revenue $ 1,125,964 $ 1,082,486 $ 1,825,511 $ 1,754,761

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Unearned Revenue

The following table presents our unearned revenue disaggregated by customer type as of the respective periods:

(in thousands) March 31, 2025 December 31, 2024

(in thousands) June 30, 2025 December 31, 2024

Public $ 3,455,602 $ 2,801,273

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All unearned revenue is in the Construction segment.

Approximately $ 2.8 billion of the March 31, 2025 unearned revenue is expected to be recognized within the next twelve months and the remaining amount will be recognized thereafter.

Approximately $ 3.0 billion of the June 30, 2025 unearned revenue is expected to be recognized within the next twelve months and the remaining amount will be recognized thereafter.

Contract Assets and Liabilities

As a result of changes in contract transaction price related to performance obligations that were satisfied or partially satisfied prior to the end of the periods, we recognized revenue of $ 49.5 million and $ 84.3 million during the three months ended March 31, 2025 and 2024, respectively.

The changes in contract transaction price for the three months ended March 31, 2025 and 2024 were from items such as executed or estimated change orders and unresolved contract modifications and claims.

As of March 31, 2025 and December 31, 2024, the aggregate claim recovery estimates included in contract asset and liability balances were $ 44.9 million and $ 46.6 million, respectively.

As a result of changes in contract transaction price related to performance obligations that were satisfied or partially satisfied prior to the end of the periods, we recognized revenue of $ 68.8 million and $ 93.1 million during the three months ended June 30, 2025 and 2024, respectively, and $ 118.3 million and $ 177.4 million during the six months ended June 30, 2025 and 2024, respectively.

The changes in contract transaction price for the three and six months ended June 30, 2025 and 2024 were from items such as executed or estimated change orders, contract modifications and claims.

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

As of June 30, 2025 and December 31, 2024, the aggregate claim recovery estimates included in contract asset and liability balances were $ 12.6 million and $ 46.6 million, respectively.

The components of the contract asset balances as of the respective dates were as follows:

(in thousands) March 31, 2025 December 31, 2024

(in thousands) June 30, 2025 December 31, 2024

Costs in excess of billings and estimated earnings $ 134,647 $ 139,436

1 unchanged sentence

Total contract assets $ 289,225 $ 328,353

As of March 31, 2025 and December 31, 2024, no contract retention receivables individually exceeded 10% of total contract assets.

As of June 30, 2025 and December 31, 2024, no contract retention receivables individually exceeded 10% of total contract assets.

The December 31, 2024 contract retention balance included $ 29.2 million from Brightline Trains Florida LLC, all of which was collected in the first quarter of 2025.

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As work is performed, revenue is recognized and the corresponding contract liabilities are reduced.

We recognized revenue of $ 207.8 million and $ 198.3 million during the three months ended March 31, 2025 and 2024, respectively, that was included in the contract liability balances at December 31, 2024 and 2023, respectively.

We recognized revenue of $ 105.1 million and $ 55.0 million during the three months ended June 30, 2025 and 2024, respectively, and $ 312.9 million and $ 253.3 million during the six months ended June 30, 2025 and 2024, respectively, that was included in the contract liability balances at December 31, 2024 and 2023, respectively.

The components of the contract liability balances as of the respective dates were as follows:

(in thousands) March 31, 2025 December 31, 2024

(in thousands) June 30, 2025 December 31, 2024

Billings in excess of costs and estimated earnings, net of retention $ 288,517 $ 288,495

1 unchanged sentence

Total contract liabilities $ 300,799 $ 299,671

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Receivables, net

1 unchanged sentence

The following table presents major categories of receivables:

(in thousands) March 31, 2025 December 31, 2024

(in thousands) June 30, 2025 December 31, 2024

Contracts completed and in progress:

7 unchanged sentences

Total net receivables $ 704,988 $ 511,742

Included in other receivables at March 31, 2025 and December 31, 2024 were items such as estimated recovery from back charge claims, notes receivable and income and other tax refunds receivable.

Other receivables at March 31, 2025 and December 31, 2024 also included $ 25.0 million of working capital contributions in the form of a loan to a partner in one of our unconsolidated construction joint ventures, plus accrued interest.

None of our customers had a receivable balance in excess of 10 % of our total net receivables as of March 31, 2025 or December 31, 2024.

Included in other receivables at June 30, 2025 and December 31, 2024 were items such as estimated recovery from back charge claims, notes receivable and income and other tax refunds receivable.

Other receivables at June 30, 2025 and December 31, 2024 also included $ 25.0 million of working capital contributions in the form of a loan to a partner in one of our unconsolidated construction joint ventures, plus accrued interest.

None of our customers had a receivable balance in excess of 10 % of our total net receivables as of June 30, 2025 or December 31, 2024.

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Fair Value Measurement

1 unchanged sentence

Fair Value Measurement at Reporting Date Using

March 31, 2025 Level 1 Level 2 Level 3 Total

June 30, 2025 Level 1 Level 2 Level 3 Total

Cash equivalents

Money market funds $ 62,507 $ — $ — $ 62,507

Commercial paper $ 4,996 $ — $ — $ 4,996

Total assets $ 67,503 $ — $ — $ 67,503

13 unchanged sentences

The collars and swaps were not designated as hedges and will be treated as a mark-to-market derivative instruments through their maturity dates.

The collar contracts matured on March 31, 2025.

The financial statement impact of the collar contracts and commodity swaps for the three months ended March 31, 2025 and 2024 was immaterial .

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The financial statement impact of the collar contracts and commodity swaps for the three and six months ended June 30, 2025 and 2024 was immaterial.

Other Assets and Liabilities

The carrying values and estimated fair values of financial instruments that are not required to be recorded at fair value in the condensed consolidated balance sheets were as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

(in thousands) Fair Value Hierarchy Carrying Value Fair

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(1) All marketable securities were classified as held-to-maturity as of the periods presented.

Of the above balances, $ 43.7 million and $ 7.3 million were short-term marketable securities on our condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024, respectively and $ 90.3 million were long-term marketable securities on our condensed consolidated balance sheets as of March 31, 2025.

Our long-term securities have varying maturities between one and three years.

Of the above balances, $ 63.3 million and $ 7.3 million were short-term marketable securities on our condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024, respectively and $ 98.1 million were long-term marketable securities on our condensed consolidated balance sheets as of June 30, 2025.

Our long-term marketable securities have varying maturities between one and three years .

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

( 2) The fair values of our 3.25 % convertible senior notes due 2030 (the " 3.25 % Convertible Notes") and our 3.75 % convertible senior notes due 2028 (the " 3.75 % Convertible Notes") are based on the median price of the notes in an active market.

See Note 14 for more information about our convertible notes.

During the three months ended March 31, 2025 and 2024, we had no material nonfinancial asset and liability fair value adjustments.

During the six months ended June 30, 2025 and 2024, we had no material nonfinancial asset and liability fair value adjustments.

Construction Joint Ventures

We participate in various construction joint ventures.

We have determined that certain of these joint ventures are consolidated because they are variable interest entities (“VIEs”) and we are the primary beneficiary.

We have determined that certain of these joint ventures are consolidated because they are variable interest entities and we are the primary beneficiary.

We continually evaluate whether there are changes in the status of the VIEs or changes to the primary beneficiary designation of the VIE.

Based on our assessments during the three months ended March 31, 2025, we determined no change was required for existing joint ventures.

Based on our assessments during the three and six months ended June 30, 2025, we determined no change was required for existing joint ventures.

Due to the joint and several nature of the performance obligations under the related owner contracts, if any of our partners fail to perform, we and the remaining partners, if any, would be responsible for performance of the outstanding work (i.e., we provide a performance guarantee).

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Consolidated Construction Joint Ventures (“CCJVs”)

As of March 31, 2025, we were engaged in nine active CCJV projects.

As of June 30, 2025, we were engaged in nine active CCJV projects.

Our proportionate share of the equity in these joint ventures was between 50.0 % and 70.0 %.

During the three months ended March 31, 2025 and 2024, total revenue from CCJVs was $ 74.6 million and $ 71.6 million, respectively.

During the three months ended March 31, 2025 and 2024, CCJVs provided $ 59.6 million and $ 5.8 million of operating cash flows, respectively.

As of March 31, 2025, our share of revenue remaining to be recognized on these CCJVs was $ 369.2 million and ranged from $ 1.1 million to $ 188.9 million by project.

During the three months ended June 30, 2025 and 2024, total revenue from CCJVs was $ 89.3 million and $ 92.2 million, respectively, and during the six months ended June 30, 2025 and 2024, total revenue from CCJV's was $ 163.9 million and $ 163.8 million, respectively.

During the six months ended June 30, 2025 and 2024, CCJVs provided $ 74.5 million and $ 8.6 million of operating cash flows, respectively.

As of June 30, 2025, our share of revenue remaining to be recognized on these CCJVs was $ 331.0 million and ranged from $ 0.4 million to $ 178.1 million by project.

Unconsolidated Construction Joint Ventures

As of March 31, 2025, we were engaged in three active unconsolidated construction joint venture projects.

As of June 30, 2025, we were engaged in three active unconsolidated construction joint venture projects.

Our proportionate share of the equity in these unconsolidated construction joint ventures ranged from 30.0 % to 50.0 %.

As of March 31, 2025, our share of the revenue remaining to be recognized on these unconsolidated construction joint ventures was $ 21.8 million and ranged from $ 0.5 million to $ 18.6 million by project.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

As of June 30, 2025, our share of the revenue remaining to be recognized on these unconsolidated construction joint ventures was $ 16.1 million and ranged from $ 0.2 million to $ 14.2 million by project.

The following is summary financial information related to unconsolidated construction joint ventures:

(in thousands) March 31, 2025 December 31, 2024

(in thousands) June 30, 2025 December 31, 2024

Cash, cash equivalents and marketable securities $ 123,101 $ 94,856

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Equity in construction joint ventures (4) $ 149,151 $ 137,277

(1) Included in this balance and in accrued expenses and other current liabilities on the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024 was $ 55.5 million related to performance guarantees (see Note 13).

(2) Included in this balance as of March 31, 2025 and December 31, 2024 was $ 66.9 million related to Granite’s share of estimated cost recovery of customer affirmative claims.

In addition, this balance included $ 1.7 million related to Granite’s share of estimated recovery of back charge claims as of March 31, 2025 and December 31, 2024.

(1) Included in this balance and in accrued expenses and other current liabilities on the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024 was $ 55.5 million related to performance guarantees (see Note 13).

(2) Included in this balance as of June 30, 2025 and December 31, 2024 was $ 66.9 million related to Granite’s share of estimated cost recovery of customer affirmative claims.

In addition, this balance included $ 0.8 million and $ 1.7 million related to Granite’s share of estimated recovery of back charge claims as of June 30, 2025 and December 31, 2024, respectively.

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(3) Partners’ interest and adjustments includes amounts to reconcile total net assets as reported by our partners to Granite’s interest adjusted to reflect our accounting policies and estimates primarily related to contract forecast differences.

(4) Included in this balance and in accrued expenses and other current liabilities on our condensed consolidated balance sheets was $ 2.9 million and $ 3.7 million as of March 31, 2025 and December 31, 2024, respectively, related to deficits in unconsolidated construction joint ventures, which includes provisions for losses.

Three Months Ended March 31,

(4) Included in this balance and in accrued expenses and other current liabilities on our condensed consolidated balance sheets was $ 4.3 million and $ 3.7 million as of June 30, 2025 and December 31, 2024, respectively, related to deficits in unconsolidated construction joint ventures, which includes provisions for losses.

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

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Granite’s interest $ 3,735 $ 9,240 $ 7,685 $ 17,721

Granite’s interest in gross profit $ 967 $ 1,749

Granite’s interest in gross profit (loss) $ 2,228 $ ( 2,047 ) $ 3,196 $ ( 298 )

Net Income (Loss)

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partners’ interest and adjustments (1) ( 17,108 ) ( 2,412 ) ( 30,786 ) ( 12,851 )

Granite’s interest in net income (2) $ 1,216 $ 2,290

Granite’s interest in net income (loss) (2) $ 2,597 $ ( 1,538 ) $ 3,814 $ 752

(1) Partners’ interest and adjustments includes amounts to reconcile total revenue and total cost of revenue as reported by our partners to Granite’s interest adjusted to reflect our accounting policies and estimates primarily related to contract forecast and/or actual differences.

(2) These joint venture net income amounts exclude our corporate overhead required to manage the joint ventures and include taxes only to the extent the applicable states have joint venture level taxes.

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Investments in Affiliates

Our investments in affiliates balance consists of equity method investments in the following types of entities:

(in thousands) March 31, 2025 December 31, 2024

(in thousands) June 30, 2025 December 31, 2024

Foreign $ 73,813 $ 72,075

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The following table provides summarized balance sheet information for our affiliates accounted for under the equity method on a combined basis:

(in thousands) March 31, 2025 December 31, 2024

(in thousands) June 30, 2025 December 31, 2024

Current assets $ 198,940 $ 205,235

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(1) This balance is primarily related to local bank debt for equipment purchases and debt associated with our real estate ventures.

Affiliate assets as of March 31, 2025 included $ 249.2 million of foreign affiliate assets, $ 39.2 million of assets in real estate ventures and $ 35.6 million of assets in the asphalt terminal entity.

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Affiliate assets as of June 30, 2025 included $ 251.1 million of foreign affiliate assets, $ 38.8 million of assets in real estate ventures and $ 36.0 million of assets in the asphalt terminal entity.

Property and Equipment, net

Balances of major classes of assets and total accumulated depreciation and depletion are included in property and equipment, net in the condensed consolidated balance sheets as follows:

(in thousands) March 31, 2025 December 31, 2024

(in thousands) June 30, 2025 December 31, 2024

Equipment and vehicles $ 1,228,406 $ 1,211,208

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Accrued Expenses and Other Current Liabilities

(in thousands) March 31, 2025 December 31, 2024

(in thousands) June 30, 2025 December 31, 2024

Accrued insurance $ 94,479 $ 80,797

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Total $ 326,592 $ 323,956

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Other includes deficits in unconsolidated construction joint ventures, dividends payable, taxes payable, interest payable, warranty reserves, asset retirement obligations, remediation reserves and other miscellaneous accruals, none of which were greater than 5% of total current liabilities at any of the presented dates.

Long-Term Debt and Credit Arrangements

(in thousands) March 31, 2025 December 31, 2024

(in thousands) June 30, 2025 December 31, 2024

3.25 % Convertible Notes due 2030

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Credit Agreement

In June 2022, we entered into the Fourth Amended and Restated Credit Agreement (the "Credit Agreement") which matures on June 2, 2027.

The Credit Agreement consists of a $ 350.0 million senior secured, five-year revolving credit facility (the “Revolver”), including an accordion feature allowing us to increase borrowings up to the greater of (a) $ 200.0 million and (b) 100 % of twelve-month trailing consolidated EBITDA, subject to lender approval.

The Credit Agreement includes a $ 150.0 million sublimit for letters of credit ($ 75.0 million for financial letters of credit) and a $ 20.0 million sublimit for swingline loans.

We may borrow on the Revolver, at our option, at either (a) the Secured Overnight Financing Rate (“SOFR”) term rate plus a credit adjustment spread plus applicable margin ranging from 1.0 % to 2.0 %, or (b) a base rate plus an applicable margin ranging from zero to 1.0 %.

The applicable margin is based on our Consolidated Leverage Ratio (as defined in our Credit Agreement), calculated quarterly.

As of March 31, 2025, the total unused availability under the Credit Agreement was $ 330.4 million, resulting from $ 19.6 million in issued and outstanding letters of credit and no amount drawn under the Revolver.

The letters of credit had expiration dates between June 2025 and November 2025.

In June 2022, we entered into the Fourth Amended and Restated Credit Agreement (the "Credit Agreement") which had an original maturity date of June 2, 2027.

The Credit Agreement consisted of a $ 350.0 million senior secured, five-year revolving credit facility (the “Prior Revolver”), and included an accordion feature that allowed us to increase borrowings up to the greater of (a) $ 200.0 million and (b) 100 % of twelve-month trailing consolidated EBITDA, subject to lender approval.

The Credit Agreement included a $ 150.0 million sublimit for letters of credit ($ 75.0 million for financial letters of credit) and a $ 20.0 million sublimit for swingline loans.

We could borrow under the Prior Revolver, at our option, at either (a) the Secured Overnight Financing Rate (“SOFR”) term rate plus a credit adjustment spread plus applicable margin ranging from 1.0 % to 2.0 %, or (b) a base rate plus an applicable margin ranging from zero to 1.0 %.

The applicable margin was based on our Consolidated Leverage Ratio (as

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defined in the Credit Agreement), calculated quarterly.

As of June 30, 2025, the total unused availability under the Credit Agreement was $ 330.4 million, resulting from $ 19.6 million in issued and outstanding letters of credit and no amount drawn under the Prior Revolver.

The letters of credit had expiration dates between September 2025 and June 2026.

On August 5, 2025, we entered into the A&R Credit Agreement which replaced the Credit Agreement and provides for (1) a $ 600.0 million Revolver, (2) a $ 600.0 million senior secured Initial Term Loan and (3) an additional $ 75.0 million senior secured term loan (the “Delayed Draw Term Loan” and together with the Initial Term Loan, the “Term Loans”).

The Delayed Draw Term Loan may be borrowed from the closing date of the A&R Credit Agreement until six months after the closing date, subject to certain terms as described in the A&R Credit Agreement.

We may borrow under the A&R Credit Agreement, at our option, at either (a) a term SOFR plus an applicable margin initially and through the delivery of the March 31, 2026 compliance certificate of 1.75 % and then ranging from 1.25 % to 2.0 %, or (b) a base rate plus an applicable margin initially and through the delivery of the March 31, 2026 compliance certificate of 0.75 % and then ranging from 0.25 % to 1.0 %.

After delivery of the March 31, 2026 compliance certificate, the applicable margin will be based on our consolidated leverage ratio set forth on the most recent compliance certificate delivered quarterly.

The Term Loans and Revolver will mature on August 5, 2030.

3.25 % Convertible Notes

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We will not be able to redeem the 3.25 % Convertible Notes prior to June 21, 2027.

On or after June 21, 2027, we will be able to redeem for cash all or any portion of the 3.25 % Convertible Notes, at our option, if the last reported sale price of Granite’s common stock is equal to or greater than 130 % of the conversion price for a specified period of time at a redemption price equal to 100 % of the principal amount of the 3.25 % Convertible Notes to be redeemed, plus accrued but

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unpaid interest to, but excluding, the redemption date.

The indenture governing the 3.25 % Convertible Notes contains customary events of default.

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The 2024 capped call transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of the 3.25 % Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 3.25 % Convertible Notes, as the case may be.

If, however, the market price per share of our common stock, as measured under the terms of the 2024 capped call transactions, exceeds the cap price of $ 119.82 of the 2024 capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such cash payments, in each case, to the extent that such market price exceeds the cap price of the 2024 capped call transactions.

If, however, the market price per share of our common stock, as measured under the terms of the 2024 capped

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call transactions, exceeds the cap price of $ 119.82 of the 2024 capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such cash payments, in each case, to the extent that such market price exceeds the cap price of the 2024 capped call transactions.

3.75 % Convertible Notes

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The 2023 capped call transactions are expected generally to reduce the potential dilution to our common stock upon conversion of the 3.75 % Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 3.75 % Convertible Notes, as the case may be.

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offset of such cash payments, in each case, to the extent that such market price exceeds the cap price of the 2023 capped call transactions.

If, however, the market price per share of our common stock, as measured under the terms of the 2023 capped call transactions, exceeds the cap price of $ 79.83 of the 2023 capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such cash payments, in each case, to the extent that such market price exceeds the cap price of the 2023 capped call transactions.

Covenants and Events of Default

Our Credit Agreement requires us to comply with various affirmative, restrictive and financial covenants, including the financial covenants described below.

Our failure to comply with these covenants would constitute an event of default under the Credit Agreement.

Our Credit Agreement required us to comply with various affirmative, restrictive and financial covenants, including the financial covenants described below.

Our failure to comply with these covenants would have constituted an event of default under the Credit Agreement.

Additionally, the 3.25 % Convertible Notes and 3.75 % Convertible Notes are governed by the terms and conditions of their respective indentures.

Our failure to pay principal, interest or other amounts when due or within the relevant grace period on our 3.25 % Convertible Notes, our 3.75 % Convertible Notes or our Credit Agreement would constitute an event of default under the 3.25 % Convertible Notes indenture, the 3.75 % Convertible Notes indenture or the Credit Agreement.

A default under our Credit Agreement could result in (i) us no longer being entitled to borrow under such facility;

(ii) termination of such facility;

Our failure to pay principal, interest or other amounts when due or within the relevant grace period on our 3.25 % Convertible Notes, our 3.75 % Convertible Notes or our Credit Agreement would constitute an event of default under the 3.25 % Convertible Notes indenture or the 3.75 % Convertible Notes indenture and would have constituted an event of default under the Credit Agreement.

A default under our Credit Agreement would have resulted in (i) us no longer being entitled to borrow under such facility;

(ii) the termination of such facility;

(iii) the requirement that any letters of credit under such facility be cash collateralized;

(iv) acceleration of amounts owed under the Credit Agreement;

and/or (v) foreclosure on any collateral securing the obligations under such facility.

(iv) the acceleration of

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

amounts owed under the Credit Agreement;

and/or (v) the foreclosure on any collateral securing the obligations under such facility.

A default under the 3.25 % Convertible Notes indenture or the 3.75 % Convertible Notes indenture could result in acceleration of the maturity of the notes.

The most significant financial covenants under the terms of our Credit Agreement require the maintenance of a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Leverage Ratio.

As of March 31, 2025, we were in compliance with all covenants contained in the Credit Agreement.

The financial covenants under the terms of our Credit Agreement required the maintenance of a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Leverage Ratio.

As of June 30, 2025, we were in compliance with all covenants contained in the Credit Agreement.

We are not aware of any non-compliance by any of our unconsolidated real estate ventures with the covenants contained in their debt agreements.

Debt Issuance Costs

During the three months ended March 31, 2025 and 2024, we recorded $ 0.9 million and $ 0.6 million, respectively, of amortization related to debt issuance costs.

Weighted Average Shares Outstanding and Net Loss Per Share

The following table presents a reconciliation of the weighted average shares of common stock used in calculating basic and diluted net loss per share as well as the calculation of basic and diluted net loss per share:

Three Months Ended March 31,

During the three months ended June 30, 2025 and 2024, we recorded $ 1.0 million and $ 1.5 million, respectively, and during the six months ended June 30, 2025 and 2024 we recorded $ 1.9 million and $ 2.1 million, respectively, of amortization related to debt issuance costs.

Weighted Average Shares Outstanding and Net Income Per Share

The following table presents a reconciliation of the weighted average shares of common stock used in calculating basic and diluted net income per share as well as the calculation of basic and diluted net income per share:

Three Months Ended

June 30, Six Months Ended

(in thousands, except per share amounts) 2025 2024 2025 2024

Net loss attributable to common shareholders $ ( 33,656 ) $ ( 30,983 )

Net income attributable to common shareholders for basic earnings per share $ 71,700 $ 36,895 $ 38,044 $ 5,912

Interest expense related to Convertible Notes 2,994 3,074 5,988 —

Net income attributable to common shareholders for diluted earnings per share $ 74,694 $ 39,969 $ 44,032 $ 5,912

Weighted average common shares outstanding, basic 43,746 44,060 43,605 44,024

Dilutive effect of RSUs 543 564 564 569

Dilutive effect of Convertible Notes 8,466 8,103 8,447 —

Weighted average common shares outstanding, diluted 52,755 52,727 52,616 44,593

Net loss per share, basic $ ( 0.77 ) $ ( 0.70 )

Net loss per share, diluted $ ( 0.77 ) $ ( 0.70 )

Due to net losses for the three months ended March 31, 2025 and 2024, both the unvested RSUs representing 585,000 and 573,000 shares, respectively, and the potential dilution from the convertible notes converting into 8,427,000 and 9,099,000 shares, respectively, of common stock have been excluded from the calculation of diluted earnings per share, as their inclusion would have been anti-dilutive.

Net income per share, basic $ 1.64 $ 0.84 $ 0.87 $ 0.13

Net income per share, diluted $ 1.42 $ 0.76 $ 0.84 $ 0.13

For the three months ended June 30, 2024, an immaterial amount of interest expense related to the 2.75 % Convertible Notes and the potential dilution from those notes converting into 35,000 shares of common stock have been excluded from the calculation of diluted earnings per share, as their inclusion would have been anti-dilutive.

For the six months ended June 30, 2024, $ 6.6 million of interest expense related to the 2.75 % Convertible Notes and the 3.75 % Convertible Notes and the potential dilution from those convertible notes converting into 8,138,000 shares of common stock have been excluded from the calculation of diluted earnings per share, as their inclusion would have been anti-dilutive.

In connection with the issuance of the 3.25 % Convertible Notes and 3.75 % Convertible Notes, we entered into the 2024 capped call transactions and 2023 capped call transactions, respectively, which were not included for purposes of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The following table presents the benefit from income taxes for the respective periods:

Three Months Ended March 31,

The following table presents the provision for income taxes for the respective periods:

Three Months Ended

June 30, Six Months Ended

(dollars in thousands) 2025 2024 2025 2024

Benefit from income taxes $ ( 11,756 ) $ ( 9,526 )

Provision for income taxes $ 27,214 $ 20,693 $ 15,458 $ 11,167

Effective tax rate 25.3 % 34.7 % 22.9 % 54.3 %

Our effective tax rate for the three months ended March 31, 2025 is higher than the prior period because of an increase in the estimated annual effective tax rate combined with an increase in year-to-date discrete benefit associated with lapsed RSU awards.

The estimated annual effective tax rate is higher than the prior period primarily due to changes in the estimated state tax liability and equity earnings of subsidiaries.

Our effective tax rate for the three and six months ended June 30, 2025 is lower than the prior period primarily due to non-deductible debt extinguishment costs incurred in the prior year.

On July 4, 2025, Public Law No.

119-21 known as the “One Big Beautiful Bill Act” (“OBBBA”) was signed into law.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act of 2017.

The effects of the new law are not reflected in the consolidated financial statements as of and for the period ended June 30, 2025 because the legislation was enacted in July.

We are currently evaluating the effect of this legislation on our financial statements.

Contingencies - Legal Proceedings

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Disclosure is required when a material loss is probable but not reasonably estimable, a material loss is reasonably possible but not probable, or when it is reasonably possible that the amount of a loss will exceed the amount recorded.

The total liabilities recorded in our condensed consolidated balance sheets for legal proceedings and government inquiries were immaterial as of March 31, 2025 and December 31, 2024.

The total liabilities recorded in our condensed consolidated balance sheets for legal proceedings and government inquiries were immaterial as of June 30, 2025 and December 31, 2024.

It is possible that future developments in our legal proceedings and inquiries could require us to (i) adjust or reverse existing accruals, or (ii) record new accruals that we did not originally believe to be probable or that could not be reasonably estimated.

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Our reportable segments are the same as our operating segments and correspond with how our chief operating decision maker, or decision-making group (our “CODM”) regularly reviews financial information to allocate resources and assess performance.

We identified our CODM as our Chief Executive Officer and our Chief Operating Officer.

As of June 30, 2025, we identified our CODM as our Chief Executive Officer ("CEO") and our Chief Operating Officer ("COO").

Following our COO's retirement on July 4, 2025, our CEO assumed sole responsibility as the CODM.

This change did not impact our reportable segments for the current period.

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Our CODM evaluates segment performance and makes business decisions based on operating income, which excludes non-operating income or expense.

Segment assets include property and equipment, intangibles, goodwill, inventory and equity in construction joint ventures.

Summarized segment information is as follows (in thousands):

Three months ended June 30, Construction Materials Total

Total revenue from reportable segments $ 937,426 $ 251,856 $ 1,189,282

Elimination of intersegment revenue — ( 63,318 ) ( 63,318 )

Revenue 937,426 188,538 1,125,964

Cost of revenue 783,760 143,105 926,865

Gross profit 153,666 45,433 199,099

Selling, general and administrative expenses 48,323 6,022 54,345

Gain on sales of property and equipment, net ( 679 ) ( 2,061 ) ( 2,740 )

Operating income from reportable segments $ 106,022 $ 41,472 $ 147,494

Depreciation, depletion and amortization $ 19,223 $ 14,273 $ 33,496

Total revenue from reportable segments $ 917,954 $ 239,468 $ 1,157,422

Elimination of intersegment revenue — ( 74,936 ) ( 74,936 )

Revenue 917,954 164,532 1,082,486

Cost of revenue 782,582 135,193 917,775

Gross profit 135,372 29,339 164,711

Selling, general and administrative expenses 41,351 5,142 46,493

Gain on sales of property and equipment, net ( 1,759 ) ( 34 ) ( 1,793 )

Operating income from reportable segments $ 95,780 $ 24,231 $ 120,011

Depreciation, depletion and amortization $ 13,501 $ 10,917 $ 24,418

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Summarized segment information is as follows (in thousands):

Three Months Ended March 31, Construction Materials Total

Six Months Ended June 30, Construction Materials Total

Total revenue from reportable segments $ 1,552,044 $ 357,436 $ 1,909,480

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Cost of revenue 1,312,940 229,623 1,542,563

Gross profit (loss) 85,438 ( 1,589 ) 83,849

Gross profit 239,104 43,844 282,948

Selling, general and administrative expenses 110,650 14,567 125,217

Gain on sales of property and equipment, net ( 2,528 ) ( 2,130 ) ( 4,658 )

Operating income (loss) from reportable segments $ 24,960 $ ( 10,065 ) $ 14,895

Operating income from reportable segments $ 130,982 $ 31,407 $ 162,389

Depreciation, depletion and amortization $ 33,675 $ 27,828 $ 61,503

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Cost of revenue 1,320,967 214,798 1,535,765

Gross profit (loss) 56,828 ( 2,543 ) 54,285

Gross profit 192,200 26,796 218,996

Selling, general and administrative expenses 90,175 10,284 100,459

Gain on sales of property and equipment, net ( 2,981 ) ( 562 ) ( 3,543 )

Operating income (loss) from reportable segments $ 9,226 $ ( 7,157 ) $ 2,069

Operating income from reportable segments $ 105,006 $ 17,074 $ 122,080

Depreciation, depletion and amortization $ 27,204 $ 21,394 $ 48,598

Segment assets as of period end $ 565,222 $ 570,908 $ 1,136,130

A reconciliation of operating income from reportable segments to consolidated loss before income taxes is as follows:

A reconciliation of operating income from reportable segments to consolidated income before income taxes is as follows:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2025 2024 2025 2024

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Corporate selling, general and administrative expenses 31,542 23,559 76,581 57,586

Corporate loss on sales of property and equipment, net 181 332

Corporate (gain) loss on sales of property and equipment, net ( 866 ) 406 ( 685 ) 738

Other costs, net 13,253 10,225 22,679 21,235

Total operating loss ( 39,751 ) ( 43,300 )

Total operating income 103,565 85,821 63,814 42,521

Total other (income) expense, net ( 3,994 ) 26,271 $ ( 3,662 ) $ 21,939

Loss before income taxes $ ( 40,083 ) $ ( 38,968 )

Income before income taxes $ 107,559 $ 59,550 $ 67,476 $ 20,582

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.

What changed 10-Q

Item 1. Financial Statements