What changed in this filing

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Item 1. Business

2026-02-13 compared with 2025-02-14 · 54 added, 72 removed, 285 unchanged (31% of the section changed)

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We also produce construction materials for sale to third parties.

We have vertically integrated operations across Alaska, Arizona, California, Mississippi, Nevada, Oregon, Tennessee, Utah and Washington in addition to regional civil construction home markets in Illinois, Florida and Texas.

Our Construction segment also operates national businesses within the Tunnel division, the Rail division, the Federal division, which performs civil construction across the continental United States and Guam, the Industrial & Energy division, which primarily focuses on commercial solar construction projects, and the Layne division, which performs water well drilling, rehabilitation services and mineral exploration services.

We have vertically integrated operations across Alaska, Arizona, California, Kentucky, Louisiana, Mississippi, Nevada, Oregon, Tennessee, Utah and Washington in addition to regional civil construction home markets in the Midwest, Florida and Texas.

Our Construction segment also operates national businesses within the Tunnel division and the Federal division, which performs civil construction across the continental United States and Guam, the Industrial & Energy division, which primarily focuses on commercial solar construction projects, and the Layne division, which performs water well drilling, rehabilitation services and mineral exploration services.

Operating Structure

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.

We previously 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.

Our reportable segments are:

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It also provides construction of various complex projects including infrastructure and site development, mining, public safety, tunnel, solar, battery storage and other power-related projects.

The Materials segment focuses on production of aggregates, asphalt concrete, liquid asphalt and recycled materials for internal use in our construction projects and for sale to third parties.

The Materials segment focuses on production and delivery of aggregates, asphalt concrete, liquid asphalt and recycled materials for internal use in our construction projects and for sale to third parties.

See Note 21 of “Notes to the Consolidated Financial Statements” for additional information about our reportable segments.

During the first quarter of 2024, we reorganized our operational structure to more closely align with our two reportable segments, Construction and Materials.

Previously, leaders within our three former operating groups of California, Central and Mountain managed both Construction and Materials operations within each group.

This change allows us to better leverage our expertise within each reportable segment with leadership having direct oversight of their respective segment operations.

As a result of the reorganization, we will no longer disclose financial information by operating group.

There were no material impacts to our consolidated financial statements and no changes to our reportable segments.

Customers in our Construction segment are predominantly in the public sector and include certain federal agencies, state departments of transportation, local transit authorities, county and city public works departments, school districts and developers, utilities and private owners of industrial, commercial and residential sites.

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Our third-party Materials segment customers include, but are not limited to, contractors, landscapers, manufacturers of products requiring aggregate materials, retailers, homeowners, farmers and brokers.

The majority of both our public and private customers are located in the United States.

The majority of our customers are located in the United States.

During the years ended December 31, 2025, 2024 and 2023, our largest volume customer, including both prime and subcontractor arrangements, was the California Department of Transportation (“Caltrans”).

Revenue recognized from contracts with Caltrans during the years ended December 31, 2025, 2024 and 2023 represented $446.6 million (10.1% of total revenue), $567.6 million (14.2% of total revenue) and $458.2 million (13.1% of total revenue), respectively, which was primarily in the Construction segment.

Other than Caltrans, none of our customers, including both prime and

subcontractor arrangements, had revenue that individually exceeded 10% of total revenue during the years ended December 31, 2024, 2023 or 2022.

Other than Caltrans, none of our customers, including both prime and subcontractor arrangements, had revenue that individually exceeded 10% of total revenue during the years ended December 31, 2025, 2024 or 2023.

Business Strategy

As America's Infrastructure Company (TM) , Granite satisfies society’s needs for mobility, power, water and other essential services that sustain living conditions and improve quality of life.

Across our footprint of regional offices, we provide horizontal civil infrastructure construction services and construction materials products to a diverse base of public, industrial and commercial clients.

Across our footprint of regional offices, we provide

horizontal civil infrastructure construction services and construction materials products to a diverse base of public, industrial and commercial clients.

These clients benefit from our home market strategy which includes local relationships, market intelligence and the resources and expertise of one of the oldest and most respected U.S.

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We also look for additional vertical integration opportunities that complement our existing construction and materials businesses.

We expanded our vertically integrated home markets with the 2024 acquisition of Dickerson & Bowen, Inc.

("D&B"), an aggregates, asphalt and highway construction company serving central and southern Mississippi.

In 2025, we continued to strengthen and expand our vertically integrated home markets with acquisitions of Slats Lucas, LLC and Warren Paving, Inc.

(collectively, “Warren Paving”), a vertically-integrated asphalt contractor and aggregate producer with operations along the Gulf Coast and Mississippi River;

Papich Construction Company, Inc.

(“Papich Construction”), a provider of construction services and materials in California’s Central Coast and Central Valley regions;

and Cinderlite Trucking Corporation (“Cinderlite”), a construction materials, landscape supply and transportation company in Carson City, Nevada.

Diversification:

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We believe our employees are our most valuable resource and are the primary factor in the successful implementation of our business strategies.

Significant resources are employed to attract, develop and retain extraordinary and diverse talent and optimize each employee’s capabilities.

Significant resources are employed to attract, develop and retain extraordinary talent and optimize each employee’s capabilities.

Our focus on an inclusive work environment, talent development, talent acquisition, and succession planning has allowed us to build a bench of talented employees.

managerial and supervisory personnel have an average tenure of 12 years with Granite, which demonstrates our workforce's strong dedication to, and great pride in, our company.

Our managerial and supervisory personnel have an average tenure of 12 years with Granite, which demonstrates our workforce's strong dedication to, and great pride in, our company.

On December 31, 2025, we employed approximately 2,500 salaried employees who work in project, functional and business unit management, estimating and administrative capacities, plus approximately 3,300 hourly employees.

These totals do not include employees of unconsolidated joint ventures.

totals do not include employees of unconsolidated joint ventures.

The total number of hourly personnel fluctuates with the volume of work in progress and is seasonal.

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The majority of both our salaried and hourly personnel were located in the United States during 2025.

As of December 31, 2024, three of our wholly-owned subsidiaries, Granite Construction Company, Layne Christensen Company and Granite Industrial, Inc., were parties to craft collective bargaining agreements in many areas in which they operate (see Note 16 of the “Notes to the Consolidated Financial Statements”).

As of December 31, 2025, four of our wholly-owned subsidiaries were parties to craft collective bargaining agreements in many areas in which they operate (see Note 16 of the “Notes to the Consolidated Financial Statements”).

Health and Safety:

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A core part of our mission will always be to provide a safe and healthy work environment for all our employees.

Our culture is underpinned by our core values, including an unwavering commitment to inclusion as exemplified by strategies that address our guiding belief that diverse backgrounds, perspectives and experiences enhance creativity and innovation.

We have established employee resource groups that serve employees from a variety of backgrounds and we periodically conduct pay analyses to support our commitment to legally-compliant pay practices for similar job functions.

We continued to execute on our five-year strategic plan regarding inclusion, which was established in 2020, working toward increased representation of women and minorities throughout the organization (including in leadership) to be reflective of the communities in which we operate.

In 2024, we continued to make progress through broadening the diversity of our pool of potential qualified applicants and identifying and addressing any impediments to employment opportunity that may exist.

We also increased the number of colleges and universities we are targeting for our pool of qualified applicants.

Culture and Performance:

Our culture and performance are underpinned by our core values, including an unwavering commitment to inclusion.

We have established an employee-led community that welcomes our entire employee population and is designed to foster a sense of belonging and engagement by offering forums and events that support professional development and personal interests.

We strive to achieve a workforce, including leadership, that is reflective of the communities in which we operate.

In an effort to do so, we broadened our pool of potentially qualified applicants by increasing the number of colleges and universities that we recruit from and worked to identify and address any impediments to employment that may exist.

In 2025, we employed 243 interns from 95 colleges and universities.

We remain fully committed to fairness and nondiscrimination in our employment practices by ensuring that the decision on who to hire and promote are based purely on merit and made without consideration of race, gender or other protected characteristic.

We remain fully committed to fairness and nondiscrimination in our employment practices by ensuring that employment and promotion decisions are based purely on merit and without consideration of race, gender or other protected characteristics.

Employee Development and Training:

The development of our employees is critical to our success and is a key factor in our ability to attract and retain talent.

The development of our employees is critical to our success and a key factor in our ability to attract and retain talent.

Our people are the foundation of our success, and we encourage every employee to actively participate in their own career growth and development.

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In 2025, our employees completed over 35,000 training courses and more than 200 employees, ranging from emerging leaders to senior leaders, graduated from our multi-level leadership development program.

We have a robust talent and succession planning process and have established specialized programs to accelerate the development of our talent pipeline for critical roles in general management, engineering, project management and operations.

On an annual basis, we conduct succession planning reviews with senior leaders, focusing on our high performing and high potential talent and succession for critical roles.

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We routinely engage independent third parties to conduct cultural and employee engagement surveys.

These include corporate culture assessments, as well as real-time feedback on employee engagement and on employee well-being which includes physical, emotional, social and financial health.

These include corporate culture assessments, as well as real-time feedback on employee engagement and well-being, which includes physical, emotional, social and financial health.

Compensation and Benefits:

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The structure of our compensation programs balances guaranteed base pay with incentive compensation opportunities.

We also periodically conduct pay analyses to support our commitment to legally-compliant pay practices for similar job functions.

Additionally, all employees are eligible for health insurance, physical, mental and financial wellness programs, paid and unpaid leave, a retirement plan, life insurance and disability/accident coverage.

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We are a participating member of the United Nations Global Compact.

Our sustainability objectives encompass

corporate social responsibility, environmental stewardship, dependable governance and the creation of enduring economic value.

Our sustainability objectives encompass corporate social responsibility, environmental stewardship, dependable governance and the creation of enduring economic value.

We envision Granite as the leading provider of sustainable infrastructure solutions, differentiated by our pursuit of social, environmental and financial excellence.

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For climate-related issues, we also utilize the recommendations from the Task Force on Climate-related Financial Disclosures.

Within these frameworks, we have selected industry-specific metrics that align with stakeholder expectations, are relevant to our business, and will have the most significant impact.

Within these frameworks, we have selected industry-specific metrics that align with stakeholder expectations and reflect the impact areas most relevant to our business.

We publish annual Sustainability Reports, which update stakeholders on our performance.

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Substantially all of the contracts in CAP may be canceled or modified at the election of the customer;

however, we have not been materially adversely affected by contract cancellations or modifications in the past (see “Contract Provisions and Subcontracting”).

however, we have not been materially adversely affected by contract cancellations or modifications in the past (see “Contract Provisions and Subcontracting” below).

Many projects are added to CAP and completed within the same fiscal year and, therefore, may not be reflected in our beginning or year-end CAP.

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The construction materials produced by our Materials segment are used in nearly all types of public and private construction.

Significant barriers to entry exist in most markets due to stringent zoning and permitting regulations.

Significant barriers to entry exist in many markets due to stringent zoning and permitting regulations.

Factors influencing competitiveness in both of our segments include price, knowledge of local markets and conditions, financial strength, reputation for quality, aggregate materials availability and machinery and equipment.

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By contrast, larger projects typically require larger amounts of capital that may make entry into the market by future competitors more difficult.

aggregate mining and asphalt production require significant capital investment to purchase and maintain the necessary property and equipment which presents a significant barrier to entry into the construction materials market.

Also, aggregate mining and asphalt production require significant capital investment to purchase and maintain the necessary property and equipment which presents a significant barrier to entry into the construction materials market.

See “Current Economic Environment and Outlook” under “Item 7.

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Our operations are subject to various statutes and certain executive orders, as well as the rules and regulations promulgated by the Occupational Safety and Health Administration and the Mine Safety and Health Administration.

In addition, certain of our contracts with government agencies contain minimum Disadvantaged Business Enterprise (“DBE”) participation clauses.

In addition, certain of our contracts with government agencies may contain minimum Disadvantaged Business Enterprise (“DBE”) participation clauses.

These laws and regulations affect how we transact business and, in some instances, impose additional costs on our business operations, which may adversely affect our business, results of operations and financial condition.

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The percentage of fixed unit price contracts in our unearned revenue was 56.9% and 59.1% at December 31, 2025 and 2024, respectively.

While the fixed unit price contract shifts the risk of estimating the quantity of units required for a particular project to the customer, any increase in our unit cost over the expected unit cost in the bid, whether due to inflation, inefficiency, incorrect estimates or assumptions or other factors, is borne by us unless otherwise provided in the contract.

Fixed price contracts are priced on a lump-sum basis under which we bear the risk that we may not be able to perform the work for the specified contract amount and any increase in our cost over budget, whether due to inflation, inefficiency, incorrect estimates or assumptions or other factors, will reduce our profit on the project.

percentage of fixed price contracts in our unearned revenue was 33.2% and 30.5% at December 31, 2024 and 2023, respectively.

While the fixed unit price contract shifts the risk of estimating the quantity of units required for a particular project to the customer, any increase in our unit cost over the expected unit cost in the bid, whether due to inflation, tariffs, inefficiency, incorrect estimates or assumptions or other factors, is borne by us unless otherwise provided in the contract.

Fixed price contracts are priced on a lump-sum basis under which we bear the risk that we may not be able to perform the work for the specified contract amount and any increase in our cost over budget, whether due to inflation, tariffs, inefficiency, incorrect estimates or assumptions or other factors, will reduce our profit on the project.

The percentage of fixed price contracts in our unearned revenue was 34.6% and 33.2% at December 31, 2025 and 2024, respectively.

All other contract types represented 8.5% and 7.7% of our unearned revenue at December 31, 2025 and 2024, respectively.

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This project delivery method expedites the bidding process for the owner and provides the owner with a single point of responsibility and a single contact for both final design and construction.

Under the CM/GC and CMAR delivery methods, we contract with owners to assist during the design phase of the contract with construction efficiencies and risk mitigation, with the understanding that we will negotiate a contract on the construction phase when the collective design nears completion.

Under the CM/GC and CMAR delivery methods, we contract with owners to assist during

the design phase of the contract with construction efficiencies and risk mitigation, with the understanding that we will negotiate a contract on the construction phase when the collective design nears completion.

The progressive design-build delivery method is similar to CM/GC and CMAR;

however, we are responsible for the design of the project and will subcontract with a design firm, with the understanding that we will negotiate a contract that includes both the design and construction prices when the collective design nears completion.

With the exception of contract change orders and affirmative claims, our construction contracts are primarily obtained through competitive bidding in response to solicitations by both public agencies and private parties and on a negotiated basis as a result of solicitations from private parties.

Our construction contracts are primarily obtained through competitive bidding in response to solicitations by both public agencies and private parties and on a negotiated basis as a result of solicitations from private parties.

Project owners use a variety of methods to make contractors aware of new projects, including posting bidding opportunities on agency websites, disclosing long-term infrastructure plans, advertising and other general solicitations.

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Thus, we may be subject to increased costs associated with the failure of one or more subcontractors to perform as anticipated.

Based on our analysis of their construction and financial capabilities, among other criteria, we may require the subcontractor to furnish a bond or other

type of security to guarantee their performance and/or we retain payments, or some portion thereof, in accordance with contract terms until their performance is complete.

DBE regulations may require us to use our good faith efforts to subcontract a specified portion of contract work done for governmental agencies to certain types of disadvantaged contractors or suppliers.

Based on our analysis of their construction and financial capabilities, among other criteria, we may require the subcontractor to furnish a bond or other type of security to guarantee their performance and/or we retain payments, or some portion thereof, in accordance with contract terms until their performance is complete.

DBE regulations may require us to use our good faith efforts to subcontract a specified portion of contract work done for governmental agencies to certain types of disadvantaged

contractors or suppliers.

As with all of our subcontractors, some may not be able to obtain surety bonds or other types of performance security.

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The sponsoring partner typically provides all administrative, accounting and most of the project management support for the project and generally receives a fee from the joint venture for these services.

We have been designated as the sponsoring partner in certain of our current joint venture projects and are a non-sponsoring partner in others.

We have been designated as the sponsoring partner in certain of our current joint venture projects and the non-sponsoring partner in others.

In alignment with our strategic plan and project bidding criteria, when entering into new joint venture agreements, we generally insist on being the sponsoring partner.

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If we have determined that we are not the primary beneficiary of a joint venture but do exercise significant influence, we account for our share of the operations of unconsolidated construction joint ventures on a pro rata basis in revenue and cost of revenue in the consolidated statements of operations.

We record the corresponding investment balance in equity in construction joint ventures in the consolidated balance sheets except when a project is in a loss position, the investment balance is recorded as a deficit in unconsolidated construction joint ventures and is included in accrued expenses and other current liabilities in the consolidated balance sheets.

We record the corresponding investment balance in equity in construction joint ventures in the consolidated balance sheets provided, however, when a project is in a loss position, the investment balance is recorded as a deficit in unconsolidated construction joint ventures and is included in accrued expenses and other current liabilities in the consolidated balance sheets.

We account for non-construction unconsolidated joint ventures under the equity method of accounting in accordance with ASC Topic 323, Investments - Equity Method and Joint Ventures and include our share of the operations in equity in income of affiliates in the consolidated statements of operations and in investment in affiliates in the consolidated balance sheets.

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These costs could be offset by billings to the customer or by proceeds from our partners’ corporate and/or other guarantees.

At December 31, 2024, there was $100.6 million of remaining contract value on unconsolidated and line item construction joint venture contracts, of which $35.6 million represented our share and is included in our CAP and the remaining $65.0

million represented our partners’ share.

At December 31, 2025, there was $46.4 million of remaining contract value on unconsolidated construction joint venture contracts, of which $15.9 million represented our share and is included in our CAP and the remaining $30.5 million represented our partners’ share.

See Note 9 of “Notes to the Consolidated Financial Statements” for more information.

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The price and availability of raw materials may vary from year to year due to market conditions and production capacities.

In recent years, inflation, supply chain and labor constraints have had a significant impact on the global economy including the construction industry in the United States.

While it is impossible to fully eliminate the impact of these factors, where practicable, we have applied proactive measures such as fixed forward purchase contracts of oil related inputs, energy surcharges, and adjustment of project schedules for constraints related to construction materials such as concrete.

At December 31, 2024 and 2023, we owned the following number of construction equipment and vehicles:

December 31, 2024 2023

Heavy construction equipment 2,645 2,457

Trucks, truck-tractors, trailers and vehicles 4,725 4,686

Our portfolio of equipment includes backhoes, barges, bulldozers, cranes, excavators, loaders, motor graders, pavers, rollers, scrapers, trucks, drilling rigs and tunnel boring machines that are used in both of our segments.

Our portfolio of equipment includes aggregate processing equipment, backhoes, barges, bulldozers, cranes, excavators, drilling rigs, loaders, motor graders, pavers, rock crushing and screening equipment, rollers, scrapers, trucks, and tunnel boring machines.

We pool certain equipment to maximize utilization.

We continually monitor and adjust our fleet size so that it is consistent with the size of our business, considering both existing and expected future work.

We lease or rent equipment to supplement our portfolio of equipment in response to construction activity cycles.

The December 31, 2024 equipment count includes 189 pieces of heavy construction equipment and 206 vehicles from the D&B acquisition.

In 2024 and 2023, we purchased $59.2 million and $71.9 million, respectively, of construction equipment and vehicles.

We lease or rent equipment to supplement our portfolio of equipment in response to operational activity cycles.

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, profitability and the required number of employees.

Website Access

Our website address is www.graniteconstruction.com.

On our website we make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.

From time to time, we may use our website as a distribution channel for material company information.

The information on our website is not incorporated into, and is not part of, this report.

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Woolsey 49 Executive Vice President and Chief Financial Officer

Radich 66 Executive Vice President and Chief Operating Officer

Dowd 62 Senior Vice President, Construction

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Williams 65 Senior Vice President, Construction

Larkin joined Granite in 1996, has served as President since September 2020 and as Chief Executive Officer since June 2021.

Larkin joined Granite in 1996 and has served as President since September 2020 and as Chief Executive Officer since June 2021.

He also served as Executive Vice President and Chief Operating Officer from February 2020 to September 2020, Senior Vice President and Manager of Construction and Materials Operations from 2019 to 2020, Senior Vice President and Group Manager from 2017 to 2019, Vice President and Regional Manager in Nevada from 2014 to 2017 and President of Granite’s wholly-owned subsidiary, Intermountain Slurry Seal, Inc.

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Woolsey joined Granite in June 2021 and has served as Executive Vice President and Chief Financial Officer since September 2024.

Woolsey also served as Chief Accounting Officer from January 2022 to September 2024 and served in a non-officer role with accounting responsibilities since joining the Company in June 2021.

Woolsey also served as Chief Accounting Officer from January 2022 to September 2024 and served in a non-officer role with accounting responsibilities upon joining the Company.

Prior to joining the Company, Ms.

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degree in Accounting from the University of Idaho and is a Certified Public Accountant.

Radich first joined Granite in 1980 and rejoined the Company in 2011.

He has served as Executive Vice President and Chief Operating Officer since December 2020.

He also served as Senior Vice President and Group Manager from January 2020 to December 2020, as Vice President and Coastal Region Manager from 2014 to 2019 and Vice President of the Northern California Region from 2011 to 2014.

From 1993 to 2011, Mr.

Radich was employed by Oldcastle Materials.

Radich served Granite as Project Engineer from 1980 to 1983, Project Manager from 1985 to 1990 for the Heavy Civil and Vertical Divisions and Chief Estimator from 1990 to 1993 in the Vertical Division.

He received a B.S.C.E.

from Santa Clara University and is a Registered Civil Engineer.

Dowd joined Granite in 1986 and has served as Senior Vice President, Construction since January 2024.

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Tatusko joined Granite in 1991 and has served as Senior Vice President, Construction since January 2024.

2010 to 2012, Group Construction Manager from 2007 to 2010, Arizona Operations Manager from 2005 to 2007, Arizona Construction Manager from 2001 to 2005, Plants Manager from 1999 to 2001, Estimator/Project Manager from 1995 to 1999 and Project Engineer from 1993 to 1995.

He also served as Senior Vice President and Group Manager from January 2020 to January 2024, Vice President and Valley Region Manager from 2014 to 2019, Northern California Area Manager from 2012 to 2014, Design Build Project Executive from 2010 to 2012, Group Construction Manager from 2007 to 2010, Arizona Operations Manager from 2005 to 2007, Arizona Construction Manager from 2001 to 2005, Plants Manager from 1999 to 2001, Estimator/Project Manager from 1995 to 1999 and Project Engineer from 1993 to 1995.

Prior to joining Granite, he was employed at Oldcastle Tilcon from 1984 to 1991.

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Williams joined Granite in 1987 and has served as Senior Vice President, Construction since January 2024.

He also served as Senior Vice President and Group Manager from June 2022 to January 2024, Regional Vice President from January 2015 to June 2022, as Large Project Executive from 2010 to 2015, as Operations Manager in Southern California from 2009 to 2010, as Manager of Construction in Southern California from 2007 to 2009, as Construction Manager in Sacramento from 2000 to 2007, as Senior Project Manager in Utah from 1998 to 2000, as Environmental Construction Manager in California from 1994 to 1998, as Estimator/Project Manager in Santa Barbara from 1989 to 1994, and as Large Project Engineer from 1987 to 1989.

from 2009 to 2010, as Manager of Construction in Southern California from 2007 to 2009, as Construction Manager in Sacramento from 2000 to 2007, as Senior Project Manager in Utah from 1998 to 2000, as Environmental Construction Manager in California from 1994 to 1998, as Estimator/Project Manager in Santa Barbara from 1989 to 1994, and as Large Project Engineer from 1987 to 1989.

Williams holds a B.S.

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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-K

Item 1. Business