What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 301 added, 153 removed, 589 unchanged (44% of the section changed)

3 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

38 unchanged sentences

issued and outstanding:

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

43,736,765 shares as of September 30, 2025 and 43,424,646 shares as of December 31, 2024

Additional paid-in capital 426,143 410,739

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

Other (income) expense:

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

(Gain) loss on debt extinguishment — ( 272 ) — 27,552

Interest income ( 5,986 ) ( 7,513 ) ( 18,015 ) ( 17,815 )

1 unchanged sentence

Equity in income of affiliates, net ( 4,946 ) ( 4,394 ) ( 9,738 ) ( 12,921 )

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

Other income, net ( 6,309 ) ( 874 ) ( 8,834 ) ( 1,350 )

Total other (income) expense, net ( 3,874 ) ( 5,148 ) ( 7,536 ) 16,791

15 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

1 unchanged sentence

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 unrealized gain (loss) on cash flow hedges, net of tax $ 239 $ ( 547 ) $ 239 $ ( 693 )

reclassification for net gains included in interest expense, net of tax — 436 185 518

Net change $ 239 $ ( 111 ) $ 424 $ ( 175 )

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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

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

Net income — — — — 102,929 102,929 6,468 109,397

Other comprehensive income — — — 932 — 932 — 932

Other comprehensive loss — — — ( 129 ) — ( 129 ) — ( 129 )

Repurchases of common stock (1) ( 56,802 ) ( 1 ) ( 6,281 ) — — ( 6,282 ) — ( 6,282 )

4 unchanged sentences

Stock-based compensation expense and other ( 65 ) — 2,202 — — 2,202 — 2,202

Balances at September 30, 2025 43,736,765 $ 437 $ 426,143 $ 868 $ 728,332 $ 1,155,780 $ 49,201 $ 1,204,981

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

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

Net income — — — — 78,951 78,951 5,026 83,977

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

Other comprehensive income — — — 167 — 167 — 167

Repurchases of common stock (1) ( 3,546 ) — ( 241 ) — — ( 241 ) — ( 241 )

2 unchanged sentences

— — 73 — ( 5,753 ) ( 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 — — — — —

Common stock issued in debt redemption 11,665 — — — — — — —

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

Stock-based compensation expense and other ( 50 ) — 2,240 — — 2,240 — 2,240

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

Balances at September 30, 2024 43,704,841 $ 437 $ 437,343 $ 437 $ 568,877 $ 1,007,094 $ 62,585 $ 1,069,679

(1) Represents shares withheld related to employee taxes for RSUs vested under our equity incentive plans in 2025 and 2024, as well as 51,120 shares repurchased under our share repurchase program in 2025.

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Stock-based compensation expense and other 4,451 — 36,798 — — 36,798 — 36,798

Balances at June 30, 2025

Balances at September 30, 2025

43,736,765 $ 437 $ 426,143 $ 868 $ 728,332 $ 1,155,780 $ 49,201 $ 1,204,981

9 unchanged sentences

Redemption of warrants — — 466 — — 466 — 466

Common stock issued in debt redemption 11,665 — — — — — — —

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

1 unchanged sentence

Stock-based compensation expense and other 4,350 — 17,585 — — 17,585 — 17,585

Balances at June 30, 2024

Balances at September 30, 2024

43,704,841 $ 437 $ 437,343 $ 437 $ 568,877 $ 1,007,094 $ 62,585 $ 1,069,679

4 unchanged sentences

( Unaudited - in thousands )

Six Months Ended June 30, 2025 2024

Nine Months Ended September 30, 2025 2024

Operating activities:

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Stock-based compensation 36,845 17,325

Equity in net income from unconsolidated construction joint ventures ( 3,814 ) ( 752 )

Equity in net (income) loss from unconsolidated construction joint ventures ( 5,401 ) 651

Net income from affiliates ( 9,738 ) ( 12,921 )

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Proceeds from sales of property and equipment 10,921 6,739

Acquisitions of businesses, net of cash acquired (See Note 3) ( 705,278 ) ( 122,448 )

Cash paid for purchase price adjustments on business acquisition — ( 13,183 )

2 unchanged sentences

Financing activities:

Proceeds from long-term debt 610,000 —

Proceeds from issuance of convertible notes — 373,750

1 unchanged sentence

Capped call transactions — ( 46,046 )

Redemption of warrants — ( 497 )

Debt issuance costs ( 2,558 ) ( 10,053 )

4 unchanged sentences

Other financing activities, net ( 46 ) 1,340

Net cash used in financing activities $ ( 54,496 ) $ ( 22,879 )

Net decrease in cash and cash equivalents ( 256,313 ) ( 50,917 )

Net cash provided by (used in) financing activities $ 521,655 $ ( 27,819 )

Net increase (decrease) in cash and cash equivalents ( 136,526 ) 44,623

Cash and cash equivalents at beginning of period 578,330 417,663

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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 June 30, 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 September 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.

Share Repurchase Program :

As announced on February 3, 2022, on February 1, 2022, the Board of Directors authorized us to purchase up to $ 300.0 million of our common stock at management’s discretion.

During the three and nine months ended September 30, 2025, we repurchased 51,120 shares and 51,320 shares, respectively, under this authorization.

During the three and nine months ended September 30, 2024 there were no shares and 225,000 shares, respectively, repurchased under the authorization.

The share repurchases are included in Repurchases of common stock on the Condensed Consolidated Statements of Shareholders’ Equity and within Financing activities on the Condensed Consolidated Statement of Cash Flows.

As of September 30, 2025, $ 183.9 million of the authorization remained available.

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

Therefore, the results of operations for the three and nine months ended September 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.

On October 3, 2025, we completed the acquisition of Cinderlite Trucking Corporation (“Cinderlite”), for $ 58.5 million in cash, subject to customary closing adjustments.

We purchased all of the outstanding equity interest of Cinderlite, which is a construction materials, landscape supply, and transportation company in Carson City, Nevada.

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.

On October 1, 2025, we drew the additional $ 75.0 million senior secured term loan (see Note 14), which was used, in part, to fund the Cinderlite acquisition.

This term loan was repaid on October 31, 2025.

The results of Cinderlite will be included in our consolidated results beginning in the fourth quarter of 2025 and are not expected to have a material impact on our results of operations.

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.

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity , which amended the guidance in Accounting Standards Codification (“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.

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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

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which aims to modernize the guidance to better align with current software development practices.

The amendments will be effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

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

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 in cash, subject to customary closing adjustments.

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.

Warren Paving’s customers are in both the public and private sectors.

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

Warren Paving's results have been included in the Construction and Materials segments since the acquisition date.

Revenue attributable to Warren Paving for the three and nine months ended September 30, 2025 was $ 59.7 million.

Gross profit attributable to Warren Paving for the three and nine months ended September 30, 2025 was $ 13.0 million.

Preliminary Purchase Price Allocation

In accordance with ASC 805, the preliminary purchase price was allocated to assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, as presented in the table below.

This purchase price allocation is preliminary and has not been finalized due to the recent timing of the acquisition, as certain information is pending as of the date of this filing to finalize estimates of fair value of certain assets acquired and liabilities assumed.

As we continue to integrate the acquired business, we may obtain additional information on the acquired tangible and identifiable intangible net assets which, if significant, may require revisions to preliminary valuation assumptions, estimates and the resulting fair values presented herein.

We expect to finalize these amounts within 12 months from the acquisition date.

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The following table presents the preliminary purchase price allocation:

(in thousands)

Cash and cash equivalents $ 4,217

Receivables 39,120

Contract assets 609

Inventories 28,425

Other current assets 112

Property and equipment 419,079

Right of use assets 55,767

Other noncurrent assets 4,436

Total tangible assets 551,765

Identifiable intangible assets 46,600

Accounts payable 19,139

Contract liabilities 2,218

Accrued expenses and other current liabilities 14,682

Long-term lease liabilities 47,353

Deferred income taxes, net 103,760

Other long-term liabilities 7,000

Total liabilities assumed 194,152

Total tangible and identifiable net assets acquired 404,213

Goodwill 137,749

Preliminary purchase price (1) $ 541,962

(1) The preliminary purchase price includes customary closing adjustments.

Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and intangible assets.

The factors that contributed to the recognition of goodwill from this acquisition include strengthening and expanding our vertically-integrated Southeast home market and the assembled workforce.

We recorded $ 137.7 million of goodwill, none of which is tax deductible.

Of the acquired goodwill, $ 24.7 million was allocated to the Construction segment and $ 113.0 million was allocated to the Materials segment.

Identifiable Intangible Assets

The following table lists identifiable intangible assets from the Warren Paving acquisition that are included in intangible assets in the condensed consolidated balance sheets as of September 30, 2025 (in thousands):

Useful Lives (Years) Gross Value Accumulated Amortization Net Value

Customer relationships 20 $ 12,500 $ ( 104 ) $ 12,396

Trademarks/trade name 10 9,700 ( 162 ) 9,538

Permits 10 20,000 ( 333 ) 19,667

Backlog 1 4,400 ( 518 ) 3,882

Total intangible assets $ 46,600 $ ( 1,117 ) $ 45,483

The amortization expense related to the acquired identifiable intangible assets for the three and nine months ended September 30, 2025 was included in cost of revenue and selling, general and administrative expenses in the condensed consolidated statements of operations.

All of the acquired identifiable intangible assets will be amortized on a straight-line

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Amortization expense related to the acquired identifiable intangible asset balances at September 30, 2025 is expected to be recorded in the future as follows:

$ 1.7 million in the remainder of 2025;

$ 6.7 million in 2026, $ 3.6 million in each year from 2027 to 2030;

and $ 22.7 million thereafter.

Pro Forma Financial Information

The unaudited pro forma financial information in the table below summarizes the combined results of operations of Granite and Warren Paving as though the companies had been combined as of January 1, 2024.

The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2024, nor does it intend to be a projection of future results.

Three Months Ended September 30, Nine Months Ended September 30,

(unaudited, in thousands)

2025 2024 2025 2024

Revenue $ 1,464,436 $ 1,337,974 $ 3,408,831 $ 3,210,608

Net income attributable to Granite Construction Incorporated

$ 111,068 $ 74,902 $ 147,580 $ 61,114

These amounts have been calculated after applying Granite’s accounting policies and adjusting the results of Warren Paving to reflect the additional depreciation and amortization that would have been recorded assuming the fair value adjustments to property and equipment and intangible assets had been applied starting on January 1, 2024.

Additionally, these amounts reflect adjustment for additional interest that would have been incurred as result of incurring debt for the acquisition over the periods in the pro forma financial information.

Acquisition-related expenses related to Warren Paving that were incurred during the three and nine months ended September 30, 2025 are reflected in the nine months ended September 30, 2024 due to the assumed timing of the transaction.

The statutory tax rate of 26% was used for both 2025 and 2024 for the pro forma adjustments.

During the three and nine months ended September 30, 2025, we incurred $ 11.5 million and $ 12.5 million, respectively, of acquisition-related costs associated with the Warren Paving acquisition which were primarily related to professional services and located in Other costs, net on the Condensed Consolidated Statement of Operations.

Papich Construction Acquisition

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

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

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

Papich Construction’s customers are in both the public and private sectors.

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

Revenue attributable to Papich Construction for the three and nine months ended September 30, 2025 was $ 38.7 million.

Gross profit attributable to Papich Construction for the three and nine months ended September 30, 2025 was $ 3.8 million.

Preliminary Purchase Price Allocation

We expect to finalize these amounts within 12 months from the acquisition date.

For the purpose of this allocation, the contractual purchase price has been adjusted to include customary closing adjustments, resulting in a preliminary purchase price of $ 173.4 million.

Based on our preliminary purchase price allocation, the net tangible and identifiable intangible assets acquired were $ 119.0 million and $ 15.6 million, respectively, resulting in acquired goodwill of $ 38.8 million, all of which is expected to be tax deductible.

The identifiable intangible assets acquired consisted of backlog, permits and customer relationships.

Of the acquired goodwill, $ 5.3 million is in the Materials segment and $ 33.5 million is in the Construction segment.

The most significant assets acquired were $ 85.8 million of property and equipment and $ 33.6 million of accounts receivable.

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The factors that contributed to the recognition of goodwill from this acquisition include the strengthening of our vertically-integrated California home market and the assembled workforce.

Pro Forma Financial Information

The unaudited pro forma financial information in the table below summarizes the combined results of operations of Granite and Papich Construction as though the companies had been combined as of January 1, 2024.

Three Months Ended September 30, Nine Months Ended September 30,

(unaudited, in thousands)

2025 2024 2025 2024

Revenue $ 1,452,705 $ 1,319,863 $ 3,364,348 $ 3,133,256

Net income attributable to Granite Construction Incorporated

$ 104,014 $ 79,401 $ 148,374 $ 87,475

These amounts have been calculated after applying Granite’s accounting policies and adjusting the results of Papich Construction to reflect the additional depreciation and amortization that would have been recorded assuming the fair value adjustments to property and equipment and intangible assets had been applied starting on January 1, 2024.

Acquisition-related expenses related to Papich Construction that were incurred during the three and nine months ended September 30, 2025 are reflected in the nine months ended September 30, 2024 due to the assumed timing of the transaction.

The statutory tax rate of 26% was used for both 2025 and 2024 for the pro forma adjustments.

During the three and nine months ended September 30, 2025, we incurred $ 1.5 million and $ 3.1 million, respectively, of acquisition-related costs associated with the Papich Construction acquisition which were primarily related to professional services and located in Other costs, net on the Condensed Consolidated Statement of Operations.

Dickerson & Bowen, Inc.

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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 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

In accordance with ASC 805, the preliminary purchase price was allocated to assets acquired and liabilities assumed based on their estimated fair values as of August 9, 2024.

These estimates are subject to revision, which may result in adjustments to the values disclosed below.

There are certain provisional estimates that are subject to finalization such as deferred taxes.

As we continue to integrate the acquired business, we may obtain additional information which may result in revisions to preliminary valuation assumptions, estimates and the resulting fair values presented herein.

We expect to finalize these amounts within 12 months from the acquisition date.

For the purpose of the preliminary purchase price allocation, the contractual purchase price has been adjusted to exclude $ 4.0 million in cash acquired and include closing adjustments, resulting in an updated purchase price of $ 121.2 million.

Revenue attributable to D&B for the three and nine months ended September 30, 2025 was $ 21.3 million and $ 59.6 million, respectively.

Gross profit attributable to D&B for the three and nine months ended September 30, 2025 was $ 3.1 million and $ 8.0 million, respectively.

Purchase Price Allocation

In accordance with ASC 805, the purchase price was allocated to assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.

For the purpose of the purchase price allocation, the contractual purchase price has been adjusted to exclude $ 4.0 million in cash acquired and include closing adjustments, resulting in an updated purchase price of $ 121.2 million.

The tangible and identifiable intangible assets acquired, net of liabilities assumed, were $ 24.9 million and $ 27.9 million, respectively.

1 unchanged sentence

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 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.

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

We finalized the purchase price allocation during the third quarter of 2025.

GRANITE CONSTRUCTION INCORPORATED

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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 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.

In our review of these changes for the three and nine months ended September 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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Increase to net income $ 9.9 $ 8.5 $ 37.7 $ 8.7

Amounts attributable to non-controlling interests $ — $ — $ 5.1 $ —

Increase to net income attributable to Granite Construction Incorporated $ 9.9 $ 8.5 $ 32.6 $ 8.7

Increase to net income per diluted share attributable to common shareholders $ 0.18 $ 0.16 $ 0.62 $ 0.17

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.

The increases during the three months ended September 30, 2025 were due to decreases in estimated costs from mitigated risks and production at a higher rate than anticipated.

The increases during the three months ended September 30, 2024 were due to changes in the estimated amount of probable recovery on outstanding claims and decreases in estimated costs from mitigated risks.

The increases during the nine months ended September 30, 2025 were due to settlement of outstanding claims, decreases in estimated costs from mitigated risks, production at a higher rate than anticipated and acceleration of project schedule.

The increases during the nine months ended September 30, 2024 were due to changes in the estimated amount of probable recovery on outstanding claims and changes in the estimated transaction price related to unresolved contract modifications resulting from revisions to project work plans, permitting and scheduling.

GRANITE CONSTRUCTION INCORPORATED

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Decrease to net income per diluted share attributable to common shareholders $ 0.08 $ — $ 0.46 $ 0.54

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

The decrease during the three months ended September 30, 2025 was due to additional costs related to changes in project duration, net of estimated probable recovery.

The decreases during the nine months ended September 30, 2025 and 2024 were due to additional costs related to changes in project duration, net of estimated probable recovery, lower productivity than originally anticipated, and increased labor and materials costs.

Disaggregation of Revenue

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Other includes immaterial amounts of revenue from products and services that are not considered to be core product lines.

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

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

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

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

Public $ 3,694,624 $ 2,801,273

2 unchanged sentences

All unearned revenue is in the Construction segment.

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.

Approximately $ 3.2 billion of the September 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 $ 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.

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 $ 47.3 million and $ 43.3 million during the three months ended September 30, 2025 and 2024, respectively, and $ 165.6 million and $ 220.7 million during the nine months ended September 30, 2025 and 2024, respectively.

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

As of September 30, 2025 and December 31, 2024, the aggregate claim recovery estimates included in contract asset and liability balances were $ 27.2 million and $ 46.6 million, respectively.

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

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

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

Costs in excess of billings and estimated earnings $ 98,732 $ 139,436

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Total contract assets $ 261,263 $ 328,353

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

As of September 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 $ 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.

We recognized revenue of $ 28.5 million and $ 16.7 million during the three months ended September 30, 2025 and 2024, respectively, and $ 341.4

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

million and $ 270.0 million during the nine months ended September 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) June 30, 2025 December 31, 2024

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

Billings in excess of costs and estimated earnings, net of retention $ 317,974 $ 288,495

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The following table presents major categories of receivables:

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

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

Contracts completed and in progress:

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Total net receivables $ 836,149 $ 511,742

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.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Included in other receivables at September 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 September 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 September 30, 2025 or December 31, 2024.

Fair Value Measurement

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Fair Value Measurement at Reporting Date Using

June 30, 2025 Level 1 Level 2 Level 3 Total

September 30, 2025 Level 1 Level 2 Level 3 Total

Cash equivalents:

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Commercial paper 77,169 — — 77,169

Other current assets:

Interest rate swaps $ — $ 321 $ — $ 321

Total assets $ 175,777 $ 321 $ — $ 176,098

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Total liabilities $ — $ 35 $ — $ 35

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 2024

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Total liabilities $ — $ 708 $ — $ 708

Interest Rate Swaps

In September 2025, we entered into two interest rate swaps designated as cash flow hedges with an effective date of January 2026.

The two cash flow hedges had a combined initial notional amount of $ 350 million and mature in August of 2030.

The interest rate swaps are designed to convert the interest rate on our Term Loans (as defined below) under our Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) (See Note 14) from a variable interest rate of Secured Overnight Financing Rate (“SOFR”) plus an applicable margin to a fixed rate of 3.218 % plus the same applicable margin.

The interest rate swap is measured at fair value on the consolidated balance sheet using the income approach, which discounts the future net cash settlements expected under the derivative contracts to a present value.

These valuations primarily utilize indirectly observable inputs, including contractual terms, interest rates, and yield curves observable at commonly quoted intervals.

Commodity Derivatives

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

The financial statement impact of the collar contracts and commodity swaps for the three and nine months ended September 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:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands) Fair Value Hierarchy Carrying Value Fair

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Level 2 $ 373,750 $ 573,665 $ 373,750 $ 491,582

Credit Agreement - Term Loan (2) Level 3 $ 600,000 $ 605,256 $ — $ —

Credit Agreement - Revolver (2) Level 3 $ — $ — $ — $ —

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

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.

Of the above balances, $ 105.4 million and $ 7.3 million were short-term marketable securities on our condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, respectively and $ 69.3 million were long-term marketable securities on our condensed consolidated balance sheets as of September 30, 2025.

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

(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.

The fair value of the Credit Agreement is based on borrowing rates available to us for long-term loans with similar terms, average maturities and credit risk.

See Note 14 for more information about our convertible notes and the Credit Agreement.

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

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

Construction Joint Ventures

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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 and six months ended June 30, 2025, we determined no change was required for existing joint ventures.

Based on our assessments during the three and nine months ended September 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 June 30, 2025, we were engaged in nine active CCJV projects.

As of September 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 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.

During the three months ended September 30, 2025 and 2024, total revenue from CCJVs was $ 86.1 million and $ 101.3 million, respectively, and during the nine months ended September 30, 2025 and 2024, total revenue from CCJV's was $ 250.0 million and $ 265.1 million, respectively.

During the nine months ended September 30, 2025 and 2024, CCJVs provided $ 89.0 million and $ 33.0 million of operating cash flows, respectively.

As of September 30, 2025, our share of revenue remaining to be recognized on these CCJVs was $ 395.0 million and ranged from $ 0.8 million to $ 269.6 million by project.

Unconsolidated Construction Joint Ventures

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

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

Our proportionate share of the equity in these unconsolidated construction joint ventures ranged from 30.0 % to 40.0 %.

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.

As of September 30, 2025, our share of the revenue remaining to be recognized on these unconsolidated construction joint ventures was $ 8.5 million and ranged from $ 0.8 million to $ 7.7 million by project.

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

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

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

Cash, cash equivalents and marketable securities $ 120,627 $ 94,856

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Equity in construction joint ventures (4) $ 150,739 $ 137,277

(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.

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

(2) Included in this balance as of September 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 September 30, 2025 and December 31, 2024, respectively.

(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.

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(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.

(4) Included in this balance and in accrued expenses and other current liabilities on our condensed consolidated balance sheets was $ 3.4 million and $ 3.7 million as of September 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

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

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

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

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

Foreign $ 74,158 $ 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) June 30, 2025 December 31, 2024

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

Current assets $ 210,537 $ 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 September 30, 2025 included $ 257.2 million of foreign affiliate assets, $ 39.4 million of assets in real estate ventures and $ 36.1 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) June 30, 2025 December 31, 2024

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

Equipment and vehicles $ 1,439,055 $ 1,211,208

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Accrued Expenses and Other Current Liabilities

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

Accrued insurance $ 94,479 $ 80,797

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

Payroll and related employee benefits $ 140,408 $ 119,510

Accrued insurance 87,640 80,797

Performance guarantees 55,488 55,488

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Long-Term Debt and Credit Arrangements

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

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

Credit Agreement - Term Loan $ 600,000 $ —

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 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

On August 5, 2025, we entered into the Credit Agreement.

The Credit Agreement consists of (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 (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 Credit Agreement until six months after the closing date (the “Term Loan Availability Period”), subject to voluntary termination by the Company of the Delayed Draw Term Loan commitments and termination of the Delayed Draw Term Loan commitments upon the occurrence of an Event of Default (as defined in the Credit Agreement) at the request of or with the consent of the required lenders.

The Credit Agreement also includes an accordion feature that allows us to increase borrowings under the Revolver, request a new tranche of term loans, or issue one or more series of notes (whether issued in a public offering, Rule 144A or other private placement or purchase or otherwise) or loans or any bridge financing pursuant to financing documentation other than the Credit Agreement, or a combination thereof, in an amount not to exceed (1) the greater of (a) $ 535.0 million and (b) the amount equal to 100 % of Consolidated EBITDA (as defined in the Credit

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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 %.

Agreement), calculated on a pro forma basis, plus (2) unlimited additional amounts so long as on a pro forma basis after giving effect to the incurrence of additional indebtedness and after giving effect to all other appropriate pro forma adjustments, the ratio of consolidated funded secured indebtedness to Consolidated EBITDA (as defined in the Credit Agreement) does not exceed 1.25 to 1.0, in each case, 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.

As of September 30, 2025, the total unused availability under the Revolver was $ 580.4 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 October 2025 and October 2026.

We may borrow under the Credit Agreement, at our option, at either (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.

In addition, we have agreed to pay an unused commitment fee initially and through the delivery of the March 31, 2026 compliance certificate of 0.300 % and then ranging from 0.175 % to 0.350 %, depending on our consolidated leverage ratio set forth on the most recent compliance certificate delivered quarterly.

Further, during the Term Loan Availability Period, we have agreed to pay a ticking fee ranging from 0.175 % to 0.350 %, depending on our consolidated leverage ratio, on the amount by which the commitment for Term Loans of $ 675.0 million exceeds the amount of outstanding Term Loans.

The ticking fee will be payable beginning on the 60 th day after closing and during the Term Loan Availability Period or until the Delayed Draw Term Loan is made.

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

The Term Loans will amortize at 2.5 % per year payable in quarterly installments beginning with the quarter ending December 31, 2026 through September 30, 2027 and increasing to 5.0 % per year payable in quarterly installments until the maturity date.

3.25 % Convertible Notes

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The 3.25 % Convertible Notes have an initial conversion rate of 12.8398 shares of our common stock per $1,000 principal amount of the 3.25 % Convertible Notes, which is equivalent to an initial conversion price of approximately $ 77.88 per share of our common stock, subject to adjustment if certain events occur.

Upon conversion, we will settle the principal amount of the 3.25 % Convertible Notes in cash, and any conversion premium in excess of the principal amount in cash, or a combination of cash and shares of common stock, at our election.

In addition, upon the occurrence of a “fundamental change” as defined in the indenture governing the 3.25 % Convertible Notes, holders may require us to repurchase for cash all or any portion of their 3.25 % Convertible Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 3.25 % Convertible Notes to be repurchased plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

Upon conversion, we will settle the principal amount of the 3.25 % Convertible Notes in cash, and any conversion premium in excess of the principal amount in cash, shares of our common stock, or a combination of cash and shares of common stock, at our election.

As of September 30, 2025, one of the conditions permitting the holders of the 3.25 % Convertible Notes to convert was met.

Our common stock traded above 130 % of the $ 77.88 conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on September 30, 2025 (the last trading day of the calendar quarter).

The holders of the 3.25 % Convertible Notes have the right to convert through December 31, 2025, at which point the Company will re-evaluate whether the 3.25 % Convertible Notes will continue to be convertible in the subsequent calendar quarter.

In the event the holders of the 3.25 % Convertible Notes elect to convert a portion or all of their 3.25 % Convertible Notes, the principal amount is required to be settled in cash.

As a result, the $ 373.8 million principal amount has been classified as a current liability as of September 30, 2025 in the condensed consolidated balance sheet.

Any conversion premium will be satisfied with cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.

Upon the occurrence of a “fundamental change” as defined in the indenture governing the 3.25 % Convertible Notes, holders may require us to repurchase for cash all or any portion of their 3.25 % Convertible Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 3.25 % Convertible Notes to be repurchased plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

If certain corporate events that constitute a “make-whole fundamental change” as set forth in the indenture governing the 3.25 % Convertible Notes occur prior to the maturity date of the 3.25 % Convertible Notes or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 3.25 % Convertible Notes in connection with such event or notice of redemption.

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

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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

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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.

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.

3.75 % Convertible Notes

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In May 2023, we entered into capped call transactions (the “2023 capped call transactions”) in connection with the offering of the 3.75 % Convertible Notes.

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.

The 2023 capped call transactions are expected generally to reduce the potential dilution

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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.

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 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.

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.

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 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;

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) the termination of such facility;

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

(iv) the acceleration of

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amounts owed under the Credit Agreement;

(iv) the acceleration of 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 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.

The 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 September 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 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.

During the three months ended September 30, 2025 and 2024, we recorded $ 1.0 million and $ 0.9 million, respectively, and during the nine months ended September 30, 2025 and 2024 we recorded $ 2.9 million and $ 3.0 million, respectively, of amortization related to debt issuance costs.

During the three and nine months ended September 30, 2025 we capitalized $ 2.8 million in debt issuance costs associated with the Initial Term Loan.

Weighted Average Shares Outstanding and Net Income Per Share

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

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Net income per share, diluted $ 1.98 $ 1.57 $ 2.83 $ 1.79

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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(1) The dilutive effect of the convertible notes was determined using the if-converted method.

As the 3.75 % Convertible Notes will be convertible into cash, shares of our common stock or a combination thereof at our election, the 3.75 % Convertible Notes are assumed to be converted into common stock at the beginning of the reporting period, and the resulting shares are included in the denominator of the calculation.

In addition, interest charges, net of any income tax effects are added back to the numerator of the calculation.

For the 3.25 % Convertible Notes, we are required to settle the principal amount in cash and any conversion premium in excess of the principal amount in cash, shares of common stock, or a combination of cash and shares of common stock, at our election.

As such, the 3.25 % Convertible Notes only have an impact on diluted earnings per share when the average share price of our common stock exceeds the conversion price.

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(dollars in thousands) 2025 2024 2025 2024

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Effective tax rate 25.8 % 23.3 % 24.9 % 28.2 %

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.

Our effective tax rate for the three months ended September 30, 2025 is higher than the prior period primarily due to an increase in state income taxes and less benefit related to income from affiliates.

Our effective tax rate for the nine months ended September 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.

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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.

For 2025, we expect to realize a current year benefit associated with accelerated depreciation but do not expect any material impact on our effective tax rate.

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 June 30, 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 September 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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In addition, in some circumstances our government contracts could be terminated, we could be suspended, debarred or incur other administrative penalties or sanctions, or payment of our costs could be disallowed.

While any of our pending legal proceedings may be subject to early resolution as a result of our ongoing efforts to resolve the proceedings, whether or when any legal proceeding will be resolved is neither predictable nor guaranteed.

While any of our pending legal proceedings may be subject to early

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

resolution as a result of our ongoing efforts to resolve the proceedings, whether or when any legal proceeding will be resolved is neither predictable nor guaranteed.

Reportable Segment Information

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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.

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

We identified our CODM as our Chief Executive Officer (“CEO”).

We previously identified our CODM as our CEO and 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.

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

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Summarized segment information is as follows (in thousands):

Three months ended June 30, Construction Materials Total

Three months ended September 30, Construction Materials Total

Total revenue from reportable segments $ 1,162,513 $ 376,559 $ 1,539,072

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Selling, general and administrative expenses 52,390 9,974 62,364

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

(Gain) loss on sales of property and equipment, net ( 2,298 ) 1,156 ( 1,142 )

Operating income from reportable segments $ 142,254 $ 57,072 $ 199,326

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Six Months Ended June 30, Construction Materials Total

Nine Months Ended September 30, Construction Materials Total

Total revenue from reportable segments $ 2,714,557 $ 733,995 $ 3,448,552

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands) 2025 2024 2025 2024

7 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.

What changed 10-Q

Item 1. Financial Statements