What changed in this filing

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Item 9A. Controls and Procedures

2026-02-13 compared with 2025-02-14 · 476 added, 386 removed, 1285 unchanged (40% of the section changed)

10 unchanged sentences

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

The scope of our assessment of the effectiveness of our internal control over financial reporting did not include Warren Paving or Papich Construction as we acquired them on August 5, 2025.

The tangible assets acquired from Warren Paving and Papich Construction were 17.5% of consolidated assets as of December 31, 2025 and revenues were 4.8% of consolidated revenue during the year ended December 31, 2025.

We excluded Warren Paving and Papich Construction

from the scope of our assessment in accordance with the Securities and Exchange Commission’s guidance that allows a recently acquired business to be omitted from the scope of the assessment for one year from the date of its acquisition.

PricewaterhouseCoopers LLP, our independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025.

5 unchanged sentences

During the three months ended December 31, 2025, the following directors or officers, as defined in Rule 16a-1(f) of the Exchange Act, adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K (“Item 408”).

On November 5, 2024 , Mr.

Larkin ’s Rule 10b5-1 trading arrangement, as such term is defined in Item 408, that he entered into on August 6, 2024 that provided for the sale of 30,000 shares automatically terminated pursuant to its terms.

Larkin is the Company’s President and Chief Executive Officer .

On November 13, 2024 , Mr.

Radich , the Company's Executive Vice President and Chief Operating Officer , adopted a Rule 10b5-1 trading arrangement, as such term is defined in Item 408.

The aggregate number of shares which may be sold under the plan is 10,000 .

The plan will terminate upon the earlier of February 6, 2026 or the completion of all the sales under the plan.

On November 19, 2024 , Mr.

Dowd , the Company’s Senior Vice President, Construction , adopted a Rule 10b5-1 trading arrangement, as such term is defined in Item 408.

The aggregate number of shares which may be sold under the plan is 6,075 .

The plan will terminate upon the earlier of December 31, 2025 or the completion of all the sales under the plan.

On December 3, 2025 , Mr.

Larkin adopted a Rule 10b5-1 trading arrangement, as such term is defined in Item 408.

Larkin , the Company’s President and Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement, as such term is defined in Item 408.

The aggregate number of shares which may be sold under the plan is equal to 100% of the net shares Mr.

Larkin will receive upon vesting of his TSR award that will be paid out in March 2025 and 80% of the net shares Mr.

Larkin will receive upon vesting of his performance-based LTIP award that will be paid out in March 2026 and 100% of the net shares Mr.

Larkin will receive upon vesting of his time-based restricted stock unit awards that will vest on March 14, 2026, including dividend equivalents.

The plan will terminate upon the earlier of July 31, 2026 or the completion of all the sales under the plan.

On December 4, 2025 , Mr.

Dowd , the Company’s Senior Vice President, Construction , adopted a Rule 10b5-1 trading arrangement, as such term is defined in Item 408.

The aggregate number of shares which may be sold under the plan is 6,075 .

The plan will terminate upon the earlier of December 31, 2026 or the completion of all the sales under the plan.

On December 10, 2025 , Ms.

Woolsey , the Company's Executive Vice President and Chief Financial Officer , adopted a Rule 10b5-1 trading arrangement, as such term is defined in Item 408.

The aggregate number of shares which may be sold under the plan is equal to 50% of the net shares Ms.

Woolsey will receive upon vesting of her performance-based LTIP award, 50% of the net shares Ms.

Woolsey will receive upon vesting of her time-based restricted stock unit awards that will vest on March 14, 2026, including dividend equivalents and 2,394 shares.

The plan will terminate upon the earlier of May 1, 2026 or the completion of all the sales under the plan.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

27 unchanged sentences

Exhibit Description

Equity Purchase Agreement by and among Granite Construction Incorporated, Roberts Family Companies, Inc., Lehman-Roberts Company, Memphis Stone & Gravel Company, Patrick Nelson, as sellers’ representative, and the entities and individuals party thereto [Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 5, 2023]

Equity Purchase Agreement, dated August 5, 2025 by and among Granite Construction Incorporated, LMS of Hattiesburg, L.P., Steven M.

Warren, Melissa W.

McGee and Steven M.

Warren, as sellers’ representative [Exhibit 2.1 to the Company’s Form 8-K filed on August 6, 2025]

3.1 * Certificate of Incorporation of Granite Construction Incorporated, as amended [Exhibit 3.1.b to the Company’s Form 10-Q for the quarter ended June 30, 2006]

Certificate of Amendment to the Certificate of Incorporation of Granite Construction Incorporated [Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 9, 2023]

Certificate of Amendment to the Certificate of Incorporation of Granite Construction Incorporated [Exhibit 3.1 to the Company’s Form 8-K filed on June 9, 2023]

3.3 * Amended and Restated Bylaws of Granite Construction Incorporated [Exhibit 3.1 to the Company’s Form 8-K filed on April 7, 2023]

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4.3 * Description of Common Stock [Exhibit 4.2 to the Company’s Form 10-K for the year ended December 31, 2019]

10.1 * Fifth Amended and Restated Credit Agreement, dated as of August 5, 2025, by and among Granite Construction Incorporated, Granite Construction Company and GILC Incorporated, as borrowers, Bank of America, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer, and the lenders and other parties thereto [Exhibit 10.1 to the Company’s Form 8-K filed on August 6, 2025]

Fifth Amended and Restated Guaranty Agreement, dated as of August 5, 2025, by and among Granite Construction Incorporated, the other guarantors party thereto and Bank of America, N.A., as administrative agent [Exhibit 10.2 to the Company’s Form 8-K filed on August 6, 2025]

Form of 2023 Capped Call Confirmation [Exhibit 10.1 to the Company’s Form 8-K filed on May 11, 2023]

10.4 * Form of 2024 Capped Call Confirmation [Exhibit 10.1 to the Company’s Form 8-K filed on June 12, 2024]

Key Management Deferred Compensation Plan II, as amended [Exhibit 10.1 to the Company's Form 10-K filed on February 23, 2024 ]

1 unchanged sentence

Granite Construction Incorporated Annual Incentive Plan adopted by the Board of Directors on March 30, 2022 [Exhibit 10.1 to the Company’s Form 8-K filed on April 1, 2022]

Form of Annual Incentive Plan Participation Agreement [Exhibit 10.2 to the Company’s Form 8-K filed on April 1, 2022]

10.5 * Fourth Amended and Restated Credit Agreement, dated June 2, 2022, by and among Granite Construction Incorporated, Granite Construction Company, GILC Incorporated, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and the lenders and other parties thereto [Exhibit 10.1 to the Company’s Form 8-K filed on June 6, 2022]

Amendment No.

1 to Fourth Amended and Restated Credit Agreement, dated May 8, 2023, by and among the Company, Granite Construction Company, and GILC Incorporated, as borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto [Exhibit 10.1 to the Company’s Form 8-K filed on May 9, 2023]

Amendment No.

2 to Fourth Amended and Restated Credit Agreement, dated November 30, 2023, by and among the Company, Granite Construction Company and GILC Incorporated, as borrowers, Layne Christensen Company, as a guarantor, the lenders party thereto, and Bank of America, N.A., as administrative agent [Exhibit 10.1 to the Company’s Form 8-K filed on December 5, 2023]

10.8 * Fourth Amended and Restated Guaranty Agreement, dated June 2, 2022, by and among Granite Construction Incorporated, the guarantors party thereto and Bank of America, N.A., as Administrative Agent [Exhibit 10.2 to the Company’s Form 8-K filed on June 6, 2022]

Form of 2023 Capped Call Confirmation [Exhibit 10.1 to the Company’s Form 8-K filed on May 11, 2023]

10.10 * Form of 2024 Capped Call Confirmation [Exhibit 10.1 to the Company’s Form 8-K filed on June 12, 2024]

Form of Annual Incentive Plan Participation Agreement

Executive Retention and Severance Plan III and Participation Agreement, as amended [Exhibit 10.13 to the Company's Form 10-K filed on February 23, 2024]

Long Term Incentive Plan, effective January 1, 2020 [Exhibit 10.2 to the Company's Form 8-K filed on March 30, 2020]

Form of Long Term Incentive Plan Award Agreement

Exhibit Description

Form of Long Term Incentive Plan Award Agreement [Exhibit 10.13 to the Company’s Form 10-K filed on February 14, 2025]

Granite Construction Incorporated 2021 Equity Incentive Plan [Exhibit 10.2 to the Company’s Form 8-K filed on June 4, 2021]

Form of Employee Service Award Restricted Stock Unit Agreement (2021 Equity Incentive Plan) [Exhibit 10.4 to the Company’s Form 8-K filed on June 4, 2021]

Form of Employee TSR Award Restricted Stock Unit Agreement (2021 Equity Incentive Plan) [Exhibit 10.

5 to the Company’s Form 8-K filed on June 4, 2021]

Form of Employee TSR Award Restricted Stock Unit Agreement (2021 Equity Incentive Plan) [Exhibit 10.5 to the Company’s Form 8-K filed on June 4, 2021]

Exhibit Description

Form of Executive Officer Acknowledgement & Agreement Pertaining to the Granite Construction Incorporated Clawback Policy [Exhibit 10.2 to the Company’s Form 8-K filed on October 13, 2023]

5 unchanged sentences

Curtis [Exhibit 10.1 to the Company's Form 8-K filed on September 16, 2024]

Severance Agreement, Release and Waiver, dated July 4, 2025, by and between the Company and Mr.

Radich [Exhibit 10.1 to the Company’s Form 8-K filed on July 7, 2025]

Insider Trading Policy [Exhibit 19 to the Company's Form 10-K filed on February 23, 2024]

35 unchanged sentences

Campbell, Director

Darnell February 13, 2025

Darnell, Director

/s/ Carlos M.

8 unchanged sentences

Mullen, Director

Timothy Romer

February 12, 2026

Timothy Romer, Director

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Granite Construction Incorporated and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the "consolidated financial statements").

We have audited the accompanying consolidated balance sheets of Granite Construction Incorporated and its subsidiaries (the “Company”) as of December 31, 2025 and December 31, 2024, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' equity and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Warren Paving and Papich Construction from its assessment of internal control over financial reporting as of December 31, 2025, because it was acquired by the Company in a purchase business combination during 2025.

We have also excluded Warren Paving and Papich Construction from our audit of internal control over financial reporting.

Warren Paving and Papich Construction are wholly-owned subsidiaries whose total tangible assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 17.5% and 4.8%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition - Estimates of the Forecasted Revenue and Costs to Complete for Multi-Year Fixed Price Contracts in the Construction Segment

As described in Notes 1, 3, and 4 to the consolidated financial statements, the revenue for the construction segment for the year ended December 31, 2024 was $3.415 billion, a portion of which related to multi-year fixed price contracts.

As described in Notes 1, 3, and 4 to the consolidated financial statements, the revenue for the Construction segment for the year ended December 31, 2025 was $3.655 billion, a majority of which related to multi-year fixed price contracts.

Revenue in the Construction segment is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward complete satisfaction of the performance obligation(s) using an input (i.e., cost to cost) method.

Under the cost to cost method, costs incurred to-date are generally the best depiction of transfer of control.

The accuracy of the Company’s revenue and profit recognition in a given period depends on the accuracy of management’s estimates of the forecasted revenue and cost to complete each project.

Cost estimates for all significant projects use a detailed bottom up approach in which there are a number of factors that can contribute to revisions in estimates of contract cost and profitability.

The revenue and profit recognition in a given period depends on management’s estimates of the forecasted revenue and costs to complete each project.

Provisions for losses are recognized at the uncompleted performance obligation level for the amount of total estimated losses in the period that evidence indicates that the estimated total cost of a performance obligation exceeds its estimated total revenue.

The estimates of transaction price and costs to complete can vary significantly in the normal course of business as projects progress, circumstances develop and evolve, and uncertainties are resolved.

When the Company experiences significant revisions in estimates, management undergoes a process that includes reviewing the nature of the changes to ensure that no material amounts should have been recorded in a prior period rather than as a revision in estimate for the current period.

The estimates of transaction price and costs to complete each project can vary significantly in the normal course of business as projects progress, circumstances develop and evolve, and uncertainties are resolved.

When the Company experiences significant revisions in estimates, management undergoes a process that includes reviewing the nature of the changes.

Management generally uses the cumulative catch-up method for changes to the transaction price that are part of a single performance obligation.

Under this method, revisions in estimates are accounted for in their entirety in the period of change.

The principal considerations for our determination that performing procedures relating to estimates of the forecasted revenue and costs to complete for multi-year fixed price contracts in the Construction segment is a critical audit matter are (i) the significant judgment by management when determining the estimates of forecasted revenue and costs to complete, and revisions in those estimates and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s estimates of forecasted revenue and costs to complete for multi-year fixed price contracts in the Construction segment, and revisions in those estimates.

The principal considerations for our determination that performing procedures relating to estimates of the forecasted revenue and costs to complete for multi-year fixed price contracts in the Construction segment is a critical audit matter are (i) the significant judgment by management when determining the estimates of forecasted revenue and costs to complete for multi-year fixed price contracts in the Construction segment, and revisions in those estimates and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s estimates of forecasted revenue and costs to complete for multi-year fixed price contracts in the Construction segment, and revisions in those estimates.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over management’s estimates of forecasted revenue and costs to complete for multi-year fixed price contracts in the Construction segment, and revisions in those estimates.

These procedures also included, among others, for a sample of multi-year fixed price contracts, testing management’s process for determining the estimates of forecasted revenue and costs to complete, which included (i) assessing management’s ability to reasonably estimate the forecasted revenue and costs to complete by evaluating management’s methodology and assessing the consistency of management’s approach over the life of the contract and (ii) evaluating the timely identification of circumstances that may warrant a modification to estimated forecasted revenue and costs to complete.

These procedures also included, among others, for a sample of multi-year fixed price contracts in the Construction segment, testing management’s process for determining the estimates of forecasted revenue and costs to complete, which included (i) assessing management’s ability to reasonably estimate the forecasted revenue and costs to complete by evaluating management’s methodology and assessing the consistency of management’s approach over the life of the contract and (ii) evaluating the timely identification of circumstances that may warrant a revision to estimated forecasted revenue and costs to complete.

Acquisition of Warren Paving – Valuation of Mineral Reserves

As described in Note 2 to the consolidated financial statements, on August 5, 2025, the Company completed the acquisition of Warren Paving.

The Company allocated the preliminary purchase price of $548.6 million to assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.

Of the acquired assets, the Company recorded $ 275.3 million of mineral reserves.

The fair value of the mineral reserves was estimated using discounted cash

The significant assumptions used in determining the fair value included forecasted revenues, projected earnings before interest, taxes, depreciation, and amortization (EBITDA) margins, and the discount rate.

The principal considerations for our determination that performing procedures relating to the valuation of mineral reserves acquired in the acquisition of Warren Paving is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the mineral reserves acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to forecasted revenues, projected EBITDA margins, and the discount rate;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to acquisition accounting, including controls over management’s valuation of the mineral reserves acquired.

These procedures also included, among others (i) reading the purchase agreement;

(ii) testing management’s process for developing the fair value estimate of the mineral reserves acquired;

(iii) evaluating the appropriateness of the discounted cash flow models;

(iv) testing the completeness and accuracy of the underlying data used in the discounted cash flow models;

and (v) evaluating the reasonableness of the significant assumptions used by management related to forecasted revenues, projected EBITDA margins, and the discount rate.

Evaluating management’s assumptions related to forecasted revenues and the projected EBITDA margins involved considering (i) the current and past performance of the Warren Paving business;

(ii) the current and past performance of peer companies;

(iii) the consistency with external market and industry data;

and (iv) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow models and (ii) the reasonableness of the discount rate assumption.

/s/ PricewaterhouseCoopers LLP

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1,260,823 716,184

Long-term marketable securities 49,534 —

Investments in affiliates 96,764 94,031

2 unchanged sentences

Right of use assets 152,678 89,791

Deferred income taxes, net — 8,179

Other noncurrent assets 78,001 66,635

44 unchanged sentences

Equity in income of affiliates, net ( 14,958 ) ( 16,982 ) ( 25,748 )

Other (income) expense, net ( 4,238 ) ( 6,020 ) 1,039

Other income, net ( 11,768 ) ( 4,238 ) ( 6,020 )

Total other (income) expense, net ( 6,381 ) 11,171 20,208

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Balances at December 31, 2022 43,743,907 $ 437 $ 470,407 $ 788 $ 481,384 $ 953,016 $ 32,129 $ 985,145

Cumulative effect of newly adopted accounting standard (see Note 1)

— — ( 26,961 ) — 10,543 ( 16,418 ) — ( 16,418 )

Balances at January 1, 2022 45,840,260 $ 458 $ 532,791 $ ( 3,359 ) $ 421,374 $ 951,264 $ 27,881 $ 979,145

Net income — — — — 43,599 43,599 ( 14,012 ) 29,587

4 unchanged sentences

— — 301 — ( 23,139 ) ( 22,838 ) — ( 22,838 )

Capped call transactions — — ( 39,641 ) — — ( 39,641 ) — ( 39,641 )

Redemption of warrants — — ( 13,201 ) — — ( 13,201 ) — ( 13,201 )

Common stock issued in debt extinguishment 1,390,500 14 49,321 — — 49,335 — 49,335

Exercise of bond hedge ( 1,390,516 ) ( 14 ) 14 — — — — —

Transactions with non-controlling interests, net — — — — — — 31,551 31,551

2 unchanged sentences

Net income — $ — $ — $ — $ 126,346 $ 126,346 $ 14,097 $ 140,443

Other comprehensive income — $ — $ — $ 93 $ — $ 93 $ — $ 93

Other comprehensive loss — $ — $ — $ ( 1,463 ) $ — $ ( 1,463 ) $ — $ ( 1,463 )

Repurchases of common stock (1) ( 676,842 ) $ ( 6 ) $ ( 50,120 ) $ — $ ( 505 ) $ ( 50,631 ) $ — $ ( 50,631 )

14 unchanged sentences

Net income — — — — 193,003 193,003 27,348 220,351

Other comprehensive loss — — — ( 1,463 ) — ( 1,463 ) — ( 1,463 )

Other comprehensive income — — — 2,163 — 2,163 — 2,163

Repurchases of common stock (1) ( 508,779 ) ( 5 ) ( 48,203 ) — — ( 48,208 ) — ( 48,208 )

2 unchanged sentences

— — 276 — ( 22,997 ) ( 22,721 ) — ( 22,721 )

Capped call transactions — — ( 34,228 ) — — ( 34,228 ) — ( 34,228 )

Redemption of warrants — — 466 — — 466 — 466

Common stock issued in debt redemption 11,665 0 (0) — — — — —

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

Transactions with non-controlling interests — — ( 422 ) — — ( 422 ) ( 49,000 ) ( 49,422 )

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Amortization related to long-term debt 4,590 4,501 2,390

Loss on debt extinguishment 27,552 51,052 —

Non-cash loss on debt extinguishment — 27,552 51,052

Gain on sales of property and equipment, net ( 20,207 ) ( 8,764 ) ( 28,346 )

1 unchanged sentence

Stock-based compensation 39,150 19,595 10,477

Equity in net loss from unconsolidated construction joint ventures 5,102 18,617 19,676

Equity in net (income) loss from unconsolidated joint ventures ( 7,622 ) 5,102 18,617

Net income from affiliates ( 14,958 ) ( 16,982 ) ( 25,748 )

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Distributions from unconsolidated construction joint ventures and affiliates 12,237 33,836 29,337

Deposit for legal settlement — — 129,000

Other assets, net ( 27,685 ) 9,534 ( 17,718 )

Accounts payable ( 20,374 ) 420 66,828

Accrual for legal settlement — — ( 129,000 )

Accrued expenses and other liabilities, net 22,952 16,319 23,871

5 unchanged sentences

Proceeds from sales of property and equipment 32,845 13,852 38,109

Proceeds from the sale of business

Acquisitions of businesses, net of cash acquired (see Note 2) ( 777,517 ) ( 134,361 ) ( 294,018 )

Cash paid for purchase price adjustments on business acquisition (see Note 2) ( 13,183 ) — —

Issuance of notes receivable — — ( 7,560 )

Collection of notes receivable — 5,198 630

Other investing activities

2 unchanged sentences

Financing activities:

Proceeds from issuance of convertible notes 373,750 373,750 —

Proceeds from long-term debt 685,000 — 305,000

Proceeds from issuance of convertible notes — 373,750 373,750

Debt principal repayments ( 86,113 ) ( 310,498 ) ( 305,118 )

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Net cash provided by (used in) financing activities $ 475,695 $ ( 67,120 ) $ 299,255

Net increase (decrease) in cash, cash equivalents and restricted cash 160,667 123,672 ( 119,664 )

Cash, cash equivalents and $ 0 , $ 0 and $ 1,512 in restricted cash at beginning of period

Net increase (decrease) in cash and cash equivalents ( 49,110 ) 160,667 123,672

Cash and cash equivalents at beginning of period

578,330 417,663 293,991

Cash, cash equivalents and no restricted cash at end of any period

Cash and cash equivalents at end of period

$ 529,220 $ 578,330 $ 417,663

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Income taxes:

Federal 31,411 18,617 7,571

California 7,497 7,372 2,292

Utah 1,128 207 767

All other states 4,856 2,443 2,772

Foreign and U.S.

Guam 3,415 1,050 950

All other foreign jurisdictions 737 776 516

Total income tax paid, net of refunds received 49,044 30,465 14,868

Other non-cash operating activities:

Performance guarantees $ ( 21,215 ) $ ( 2,361 ) $ ( 6,854 )

Deferred taxes related to capped call transactions $ — $ 11,818 $ 13,394

12 unchanged sentences

Unless otherwise indicated, the terms “we,” “us,” “our,” “Company” and “Granite” refer to Granite Construction Incorporated and its wholly-owned and consolidated subsidiaries.

Basis of Presentation:

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 operating groups of California, Central and Mountain managed both Construction and Materials operations within each group.

This change will allow 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.

Acquisitions and Divestitures:

Acquisitions:

On October 3, 2025, we acquired Cinderlite Trucking Corporation and related assets (“Cinderlite”), Cinderlite is a construction materials, landscape supply, and transportation company in Carson City, Nevada.

See Note 2 for more information.

On August 5, 2025, we acquired Slats Lucas, LLC and Warren Paving, Inc.

(collectively, “Warren Paving”).

Warren Paving is a vertically-integrated asphalt contractor and aggregate producer with operations along the Gulf Coast and Mississippi River.

See Note 2 for more information.

On August 5, 2025, we acquired Papich Construction Company, Inc.

(“Papich Construction”).

Papich Construction is a provider of construction services and materials in California’s Central Coast and Central Valley regions.

See Note 2 for more information.

On August 9, 2024, we acquired Dickerson & Bowen, Inc.

4 unchanged sentences

See Note 2 for more information.

On April 24, 2023, we acquired Coast Mountain Resources (2020) Ltd.

which changed its name to Granite Infrastructure Canada, Ltd.

("Granite Canada") on May 13, 2024.

Granite Canada is a construction aggregate producer based in British Columbia, Canada operating on Malahat First Nation land.

See Note 2 for more information.

On March 16, 2022, we sold our trenchless and pipe rehabilitation services business, Inliner, for a purchase price of $ 159.7 million, subject to certain adjustments.

As a result of the sale and post-closing adjustments, we received cash proceeds of $ 140.6 million and recognized a gain of $ 1.8 million.

This gain is included in Other costs, net in the consolidated statements of operations for the year ended December 31, 2022.

Principles of Consolidation :

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Although not applicable for any of the years presented, if we determine that the power to direct the significant activities is shared equally by two or more joint venture parties, then there is no primary beneficiary and no party consolidates the VIE.

If we have determined we are not the primary beneficiary of a joint venture but do exercise significant influence, we account for our share of the operations of the 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.

current liabilities in the consolidated balance sheets.

Our investment in unconsolidated construction joint ventures could extend beyond one year and is within the normal operating cycle of the associated construction projects.

12 unchanged sentences

Our revenue is primarily derived from construction contracts that can span several quarters or years in our Construction segment and from sales of construction related materials in our Materials segment.

We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, and subsequently issued additional related Accounting Standards Updates (“ASU”s) (“Topic 606”).

We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, and subsequently issued additional related Accounting Standards Updates (“ASUs”) (“Topic 606”).

Topic 606 provides for a five-step model for recognizing revenue from contracts with customers as follows:

52 unchanged sentences

Unearned revenue represents the aggregate amount of the transaction price allocated to unsatisfied or partially unsatisfied performance obligations at the end of a reporting period.

We generally include a project in our unearned revenue at the time a contract is awarded, the contract has been executed and to the extent we believe funding is probable.

We generally include a project in our

unearned revenue at the time a contract is awarded, the contract has been executed and to the extent we believe funding is probable.

Certain contracts contain contract options that are exercisable at the option of our customers without requiring us to go through an additional competitive bidding process or contain task orders related to master contracts under which we perform work only when the customer awards specific task orders to us.

Contract options and task orders are included in unearned revenue when exercised or issued, respectively.

As of December 31, 2024 and 2023, unearned revenue was $ 3.6 billion.

As of December 31, 2025 and 2024, unearned revenue was $ 4.1 billion and $ 3.6 billion, respectively.

Approximately $ 3.0 billion of the December 31, 2025 unearned revenue is expected to be recognized within the next twelve months and the remaining amount will be recognized thereafter.

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The 2023 capped call transactions associated with the 3.75 % convertible senior notes due 2028 (the “ 3.75 % Convertible Notes”) and the 2024 capped call transactions associated with the 3.25 % convertible senior notes due 2030 (the “ 3.25 % Convertible Notes”) are indexed to our stock and meet the equity classification requirements per ASC Topic 815, Derivatives and Hedging .

These capped call transactions were recorded to equity in our consolidated balance sheets and are

not accounted for as a bifurcated derivative.

These capped call transactions were recorded to equity in our consolidated balance sheets and are not accounted for as a bifurcated derivative.

They will not be remeasured as long as they continue to meet the conditions for equity classification.

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The impact from foreign currency transactions was immaterial for 2025, 2024 and 2023.

Assets and liabilities in functional currency are

translated into U.S.

Assets and liabilities in functional currency are translated into U.S.

dollars at exchange rates prevailing at the balance sheet date.

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dollars at average foreign currency exchange rates prevailing during the reporting periods.

The translation adjustments from functional currency to U.S.

The translation adjustments

from functional currency to U.S.

dollars are reported in accumulated other comprehensive income on the consolidated balance sheets.

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These costs consist primarily of software, hardware and consulting fees, as well as salaries and related costs.

Amounts capitalized are reported

as a component of office furniture and equipment within property and equipment in the consolidated balance sheets.

Capitalized software costs are depreciated using the straight-line method over the estimated useful life of the related software, which ranges from three to seven years .

Amounts capitalized are reported as a component of office furniture and equipment within property and equipment in the consolidated balance sheets.

Capitalized software costs are depreciated using the straight-line method over the estimated useful life of the related

software, which ranges from three to seven years .

During the years ended December 31, 2025, 2024 and 2023, we capitalized $ 10.9 million, $ 6.9 million, $ 10.1 million and, respectively, of internal-use software development and related hardware costs.

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All identifiable intangible assets are amortized on a straight-line basis.

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

We performed quantitative goodwill impairment tests on the affected reporting units immediately before and after the reorganization.

These reporting units previously aligned with our operating group structure, but have now been combined into two legacy reporting units, Construction and Materials.

For each of the affected reporting units, we calculated the estimated fair value consistent with the annual impairment assessment using the discounted cash flows and market multiple methods.

These tests indicated that the estimated fair values of the affected reporting units exceeded their carrying amounts.

The LRC/MSG reporting units were not impacted by the reorganization.

The newly acquired D&B business has been combined with LRC/MSG to form the Granite Southeast reporting units.

As of December 31, 2024 , we had four reporting units in which goodwill was recorded as follows:

We account for business combinations using the acquisition method, under which the purchase price of an acquired company is allocated to the tangible and intangible assets acquired and the liabilities assumed on the basis of their fair values at the date of acquisition.

Any excess of purchase price over the fair value of tangible and intangible assets acquired and liabilities assumed is allocated to goodwill.

The determination of fair values of assets acquired and liabilities assumed requires us to make estimates and use valuation techniques when a market value is not readily available.

Our recently acquired companies have been included as follows:

Warren Paving has been included in newly created reporting units, Warren Paving Construction and Warren Paving Materials, while Papich Construction and Cinderlite businesses have been incorporated into the Legacy reporting units.

As of December 31, 2025 , we had six reporting units in which goodwill was recorded as follows:

• Legacy Construction

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• Granite Southeast Materials

• Warren Paving Construction

• Warren Paving Materials

We perform our goodwill impairment tests annually as of November 1 and more frequently when events and circumstances occur that indicate a possible impairment of goodwill.

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These tests indicated that the estimated fair values of these reporting units exceeded their carrying amounts and we concluded that goodwill was not impaired.

Under ASC 350, goodwill acquired in a business combination is required to be tested in the reporting unit's next annual impairment assessment date or if a triggering event occurs.

For the reporting units associated with Warren Paving, management evaluated whether any triggering events occurred between the acquisition date and year-end and concluded that no events or circumstances existed that would indicate it is more likely than not that the carrying amounts of the newly formed reporting units exceeded their fair value.

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

We performed quantitative goodwill impairment tests on the affected reporting units immediately before and after the reorganization.

These reporting units previously aligned with our operating group structure, but have now been combined into two legacy reporting units, Construction and Materials.

For each of the affected reporting units, we calculated the estimated fair value consistent with the annual impairment assessment using the discounted cash flows and market multiple methods.

These tests indicated that the estimated fair values of the affected reporting units exceeded their carrying amounts.

For our 2024 annual goodwill impairment test, we elected to perform a qualitative assessment on our Legacy Construction and Legacy Materials reporting units and it was determined that no impairment indicators existed and it was more likely than not that the fair values were greater than the carrying amounts;

therefore, no quantitative goodwill impairment test was performed for these reporting units.

Factors we considered in our qualitative assessment were macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers and changes in the composition or carrying amount of the reporting unit’s net assets.

We performed quantitative goodwill impairment tests on both of our Granite Southeast reporting units.

We calculated the estimated fair value using the discounted cash flows and market multiple methods.

These tests indicated that the estimated fair values of these reporting units exceeded their carrying amounts and we concluded that goodwill was not impaired.

For our 2023 annual goodwill impairment test, we elected to perform a qualitative assessment on each of our reporting units and we determined that it was more likely than not that the fair values were greater than the carrying amounts;

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Many of our construction contracts contain warranty provisions covering defects in equipment, materials, design or workmanship that generally run for less than two years after our customer accepts the contract.

Because of the nature of our projects, including contract owner inspections of the work both during construction and prior to acceptance, we have not experienced material warranty costs for these short-term warranties and, therefore, do not believe an accrual

for these costs is necessary.

Certain construction contracts carry longer warranty periods, ranging from two to ten years , for which we have accrued an estimate of warranty cost.

Our warranty liability is estimated based on our experience with the type of work and any known risks relative to the project.

Total warranty liability was not material as of December 31, 2024 and 2023.

Total warranty liability was immaterial as of December 31, 2025 and 2024.

Accrued Insurance Costs:

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Circumstances that could lead to a loss under these agreements beyond our stated ownership interest include the failure of a partner to contribute additional funds to the venture in the event the project incurs a loss or additional costs that we could incur should a partner fail to provide the services and resources that it had committed to provide in the agreement.

We are not able to estimate amounts that may be required beyond the remaining cost of the work to be performed.

We are not able to estimate amounts

that may be required beyond the remaining cost of the work to be performed.

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

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Stock-based compensation is included in selling, general and administrative expenses and cost of revenue on our consolidated statements of operations.

Other costs, net in the consolidated statements of operations are expensed as they are incurred and include legal fees for the defense of a former Company officer in his ongoing civil litigation with the Securities and Exchange Commission, reorganization costs, strategic acquisition and divestiture expenses and non-cash impairment charges.

In addition to the aforementioned costs, 2023 also included a litigation charge and 2022 included a gain on sale of a business .

Other costs, net in the consolidated statements of operations are expensed as they are incurred and include legal fees for the defense of a former Company officer in his civil litigation with the Securities and Exchange Commission, reorganization costs, strategic acquisition and integration expenses and non-cash impairment charges.

In addition to the aforementioned costs, 2023 also included a litigation charge.

Income Taxes :

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences are the differences between the reported amounts of assets and liabilities in the

consolidated financial statements and their respective tax bases.

Temporary differences are the differences between the reported amounts of assets and liabilities in the consolidated financial statements and their respective tax bases.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized.

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Diluted net income per share is computed using the weighted-average number of common shares and dilutive potential common shares outstanding during the period.

Dilutive potential common shares include common share equivalents under the equity incentive plans and common share equivalents issuable under our 3.25 % Convertible Notes, 3.75 % Convertible Notes and 2.75 % Convertible Notes using the if-converted method.

Dilutive potential common shares include common share equivalents under the equity incentive plans and common share equivalents issuable under our 3.25 % Convertible Notes, 3.75 % Convertible Notes and our 2.75 % convertible senior notes due 2024 (“ 2.75 % Convertible Notes”) using the if-converted method.

See Note 14 for further discussion of the convertible notes.

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We closely monitor all ASUs issued by the FASB and other authoritative guidance.

In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement , which requires that a joint venture apply a new basis of accounting upon formation.

As a result, a newly formed joint venture, upon formation, would initially measure its assets and liabilities at fair value.

This ASU is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025.

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

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments intended to improve the effectiveness of income tax disclosures.

These new disclosure requirements are effective prospectively commencing with our annual report for the year ending December 31, 2025.

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

In November 2024, the FASB issued ASU 2024-03 , Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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In November 2024, the FASB issued ASU 2024-04 , Induced Conversions of Convertible Debt Instruments .

The new guidance clarifies the assessment of whether a transaction should be accounted for as an induced conversion or extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument.

The new guidance clarifies the assessment of whether a transaction should be accounted for as an induced conversion or

extinguishment of convertible debt when changes are made to conversion features as part of an offer to settle the instrument.

The guidance is effective for fiscal years beginning after December 15, 2025, with early adoption permitted, and it can be adopted either on a prospective or retrospective basis.

We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

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

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

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

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

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

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

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

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

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, with early adoption permitted.

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

In November 2025, the FASB issued ASU 2025‑08, Financial Instruments—Losses:

Purchased Loans , which requires purchased seasoned loans to be accounted for using a gross-up approach, aiming to enhance comparability and consistency in accounting for acquired financial assets.

The amendment should be applied prospectively.

The amendments are effective for all entities for annual reporting periods beginning after December 15, 2026, 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 November 2025, the FASB issued ASU 2025‑09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements , which enhances hedge accounting guidance to better align with entities’ risk management strategies.

The amendments expand eligibility for grouping forecasted transactions under a “similar risk” criterion, introduce a “choose‑your‑rate” approach for variable‑rate debt, permit designation of certain nonfinancial variable price components, clarify treatment of combined derivative structures, and restore dual‑hedge capability for foreign‑currency‑denominated debt.

The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted.

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

Recently Adopted Accounting Pronouncements:

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

In August 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture Formations (Subtopic 805-60):

Recognition and Initial Measurement , which requires that a joint venture apply a new basis of accounting upon formation.

As a result, a newly formed joint venture, upon formation, would initially measure its assets and liabilities at fair value.

This ASU is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025.

We adopted this ASU prospectively and it did not have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

It also includes certain other amendments intended to improve the effectiveness of income tax disclosures.

We adopted this ASU retrospectively for the year ended December 31, 2025.

See Note 19 for more information.

We accounted for our recent acquisitions in accordance with ASC Topic 805, Business Combinations (“ASC 805”).

The preliminary purchase prices were allocated to assets acquired and liabilities assumed based on their estimated fair values as of the respective acquisition dates.

The purchase price allocations for Cinderlite, Warren Paving and Papich Construction are preliminary and have not been finalized due to the recent timing of these acquisitions, 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 businesses, 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 purchase price accounting in the 12 months following each acquisition.

Cinderlite Trucking Corporation

On October 3, 2025, we completed the acquisition of 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 an existing home market.

Based on the preliminary purchase price allocation, the tangible assets acquired and liabilities assumed were $ 65.4 million and $ 6.5 million, respectively.

The most significant asset was property and equipment of $ 59.1 million.

We recorded $ 0.3 million in goodwill that was allocated to our Materials segment and will be tax deductible for income tax purposes.

Cinderlite's customers are in both the public and private sectors.

Cinderlite's results have been included in the Materials segments since the acquisition date.

Revenue attributable to Cinderlite for the year ended December 31, 2025 was $ 4.5 million.

Gross profit attributable to Cinderlite for the year ended December 31, 2025 was $ 1.1 million.

Warren Paving Acquisition

On August 5, 2025, we completed the acquisition of Warren Paving for $ 540.0 million in cash, 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.

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

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

Revenue attributable to Warren Paving for the year ended December 31, 2025 was $ 129.7 million.

Gross profit attributable to Warren Paving for the year ended December 31, 2025 was $ 21.1 million.

Preliminary Purchase Price Allocation

The following table presents the preliminary purchase price allocation:

(in thousands)

Cash and cash equivalents $ 4,217

Receivables 38,564

Contract assets 609

Inventories 28,425

Other current assets 112

Property and equipment (1) 420,007

Right of use assets 54,867

Other noncurrent assets 5,767

Total tangible assets 552,568

Identifiable intangible assets 46,800

Accounts payable 21,059

Contract liabilities 2,217

Accrued expenses and other current liabilities 13,360

Long-term lease liabilities 46,630

Deferred income taxes, net 103,017

Other long-term liabilities 7,000

Total liabilities assumed 193,283

Total tangible and identifiable intangible net assets acquired 406,085

Goodwill 142,498

Preliminary purchase price (2) $ 548,583

(1) Included in the property and equipment acquired is $ 275.3 million of mineral reserves.

The fair value of the mineral reserves was estimated using discounted cash flow models.

The significant assumptions used in determining the fair value included forecasted revenues, projected earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, and the discount rate.

(2) 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 $ 142.5 million of goodwill, none of which is tax deductible.

Of the acquired goodwill, $ 29.2 million was allocated to the Construction segment and $ 113.3 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 consolidated balance sheets as of December 31, 2025 (in thousands):

Useful Lives (Years) Gross Value Accumulated Amortization Net Value

Customer relationships 20 $ 12,700 $ ( 260 ) $ 12,440

Trademarks/trade name 10 9,700 ( 404 ) 9,296

Permits 10 20,000 ( 833 ) 19,167

Backlog 1 4,400 ( 1,294 ) 3,106

Total identifiable intangible assets $ 46,800 $ ( 2,791 ) $ 44,009

The amortization expense related to the acquired identifiable intangible assets for the year ended December 31, 2025 was included in cost of revenue and selling, general and administrative expenses in the consolidated statements of operations.

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

Amortization expense related to the acquired identifiable intangible asset balances at December 31, 2025 is expected to be recorded in the future as follows:

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

and $ 22.9 million thereafter.

Pro Forma Financial Information (Unaudited)

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.

Years Ended December 31,

(unaudited, in thousands)

Revenue $ 4,574,200 $ 4,246,964

Net income attributable to Granite Construction Incorporated $ 197,367 $ 94,539

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 a 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 year ended December 31, 2025 are reflected in the year ended December 31, 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 year ended December 31, 2025, we incurred $ 13.9 million of acquisition-related costs associated with the Warren Paving acquisition which were primarily related to professional services and are included in Other costs, net on the consolidated statements of operations.

Papich Construction Acquisition

On August 5, 2025, we completed the acquisition of Papich Construction for $ 170.0 million in cash, subject to customary closing adjustments.

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

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

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 year ended December 31, 2025 was $ 84.4 million.

Gross profit attributable to Papich Construction for the year ended December 31, 2025 was $ 4.4 million.

Preliminary Purchase Price Allocation

For the purpose of this allocation, the contractual purchase price has been adjusted to exclude $ 9.8 million in cash acquired and include customary closing adjustments, resulting in a preliminary purchase price of $ 178.0 million.

Based on our preliminary purchase price allocation, the net tangible and identifiable intangible assets acquired were $ 118.3 million and $ 17.0 million, respectively, resulting in acquired goodwill of $ 42.7 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, $ 6.0 million is in the Materials segment and $ 36.7 million is in the Construction segment.

The most significant assets acquired were $ 84.6 million of property and equipment and $ 33.6 million of accounts receivable.

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 (Unaudited)

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.

Years Ended December 31,

(unaudited, in thousands)

Revenue $ 4,529,717 $ 4,151,931

Net income attributable to Granite Construction Incorporated $ 200,961 $ 127,888

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.

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 Papich Construction that were incurred during the year ended December 31, 2025 are reflected in the year ended December 31, 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 year ended December 31, 2025, we incurred $ 3.3 million, of acquisition-related costs associated with the Papich Construction acquisition which were primarily related to professional services and are included in Other costs, net on the consolidated statements of operations.

Dickerson & Bowen, Inc.

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

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

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

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

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

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

Revenue and gross profit attributable to D&B for the year ended December 31, 2024 were $ 37.8 million and $ 9.5 million, respectively.

Revenue attributable to D&B for the years ended December 31, 2025 and 2024 were $ 73.6 million and $ 37.8 million, respectively.

Gross profit attributable to D&B for the years ended December 31, 2025 and 2024 were $ 8.4 million and $ 9.5 million, respectively.

Pro Forma Financial Information (Unaudited)

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$ 134,470 $ 41,119

Basic net income per share attributable to common shareholders $ 3.07 $ 0.94

Diluted net income per share attributable to common shareholders $ 2.56 $ 0.78

These amounts have been calculated after applying Granite’s accounting policies and adjusting the results of D&B 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, 2023.

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The statutory tax rate of 26% was used for both 2024 and 2023 for the pro forma adjustments.

During the year ended December 31, 2024, we incurred $ 2.5 million of acquisition and integration expenses included in Other costs, net associated with the D&B acquisition which were primarily related to professional services.

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.

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 this allocation, the contractual purchase price has been adjusted to exclude cash acquired and include closing adjustments, resulting in a preliminary purchase price of $ 121.2 million.

During the years ended December 31, 2025 and 2024, we incurred an immaterial amount and $ 2.5 million of acquisition and integration expenses included in Other costs, net associated with the D&B acquisition which were primarily related to professional services.

Purchase Price Allocation

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

This generated acquired goodwill of $ 68.4 million, none of which is tax deductible.

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

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

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

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

Of the acquired goodwill, $ 47.2 million is in the Materials segment and $ 20.7 million is in the

Construction segment.

Of the acquired goodwill, $ 47.2 million is in the Materials segment and $ 20.7 million is in the Construction segment.

The factors that contributed to the recognition of goodwill from this acquisition include strengthening and expanding our vertically integrated southeast home market as well as expected synergies.

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Customer relationships 20 $ 18,200 $ ( 1,289 ) $ 16,911

Backlog 1 600 ( 231 ) 369

Trademarks/trade name 10 7,500 ( 1,063 ) 6,437

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This method discounts to present value the projected cash flows attributable to the customer relationships.

The significant estimates and assumptions used in determining the fair value included discount rates, revenue growth rates, projected earnings before interest, taxes, depreciation and amortization ("EBITDA") margins and customer revenue attrition rates.

The significant estimates and assumptions used in determining the fair value included discount rates, revenue growth rates, projected EBITDA margins and customer revenue attrition rates.

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Amortization expense related to the acquired identifiable intangible asset balances at December 31, 2025 is expected to be recorded in the future as follows:

$ 2.2 million in 2025;

$ 1.8 million in each year from 2026 to 2030;

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On November 30, 2023, we completed the acquisition of LRC/MSG for $ 278.0 million, subject to customary closing adjustments, plus an estimated amount related to tax make-whole agreements with the seller.

We purchased all of the outstanding equity interests in LRC/MSG and the purchase price was funded by a new $ 150.0 million senior secured term loan, a draw of $ 100 million under our existing revolver and the remainder from cash on hand.

Both the senior secured term loan and the draw under the revolver were fully repaid during the first half of 2024.

The acquired businesses are longstanding asphalt paving and asphalt and aggregates producers and suppliers.

We purchased all of the outstanding equity interests in LRC/MSG.

The businesses are longstanding asphalt paving and asphalt and aggregates producers and suppliers.

LRC/MSG operates strategically located asphalt plants and sand and gravel mines serving the greater Memphis area and northern Mississippi.

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

LRC/MSG’s customers are in both the public and private sectors.

Revenue attributable to LRC/MSG for the years ended December 31, 2024 and 2023 was $ 147.3 million and $ 7.7 million, respectively.

Gross profit (loss) attributable to LRC/MSG for the years ended December 31, 2024 and 2023 was a profit of $ 8.7 million and loss of $ 1.5 million, respectively.

Pro Forma Financial Information (Unaudited)

The unaudited pro forma financial information in the table below summarizes the combined results of operations of Granite and LRC/MSG as though the companies had been combined as of January 1, 2022.

The Granite Canada acquisition discussed below is not included in the pro forma financial information as the effects of the business would not have a material impact.

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, 2022, nor does it intend to be a projection of future results.

Years Ended December 31, 2023 2022

(unaudited, in thousands, except per share amounts)

Revenue $ 3,720,449 $ 3,485,186

Net income $ 55,025 $ 72,219

Basic net income per share attributable to common shareholders $ 1.25 $ 1.62

Diluted net income per share attributable to common shareholders $ 1.19 $ 1.49

These amounts have been calculated after applying Granite’s accounting policies and adjusting the results of LRC/MSG 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, 2022.

Acquisition and integration expenses related to LRC/MSG that were incurred during the year ended December 31, 2023 are reflected in the year ended December 31, 2022 due to the assumed timing of the transaction.

The statutory tax rate of 26% was used for both 2023 and 2022 for the pro forma adjustments.

During the year ended December 31, 2023, we incurred $ 5.0 million of acquisition and integration expenses included in Other costs, net associated with the LRC/MSG and Granite Canada acquisitions which were primarily related to professional services.

Purchase Price Allocation

In accordance with ASC 805, the total purchase price and assumed liabilities were allocated to the net tangible and identifiable intangible assets based on their estimated fair values as of the acquisition date, as presented in the table below.

We recorded a $ 22.0 million provisional estimate related to tax make-whole agreements with the seller at the time of the acquisition.

In the second quarter of 2024, the former owners of LRC/MSG determined their personal tax burden related to the sale of the businesses which allowed us to finalize our tax make-whole obligation.

Our obligation was $ 7.1 million, which was paid in June 2024.

During 2024, we made measurement period adjustments to reflect facts and circumstances in existence as of the acquisition date.

These adjustments included a $ 4.6 million net increase from net working capital adjustments and a $ 2.2 million net decrease in the value of the net tangible and identifiable intangible assets acquired, offset by a $ 14.9 million decrease in the estimated obligation associated with the tax make-whole agreements noted above.

The impact of these adjustments was a decrease in goodwill of $ 8.1 million.

We paid $ 13.2 million during the 2024 associated with the acquisition of LRC/MSG, which includes $ 6.1 million for working capital adjustments and $ 7.1 million for the tax make-whole obligation.

We finalized the purchase price allocation during the third quarter of 2024.

The following table presents the final purchase price allocation:

(in thousands)

Cash and cash equivalents $ 12,798

Receivables 18,373

Contract assets 3,388

Inventories 13,738

Other current assets 1,032

Property and equipment 86,329

Right of use assets 15,539

Other noncurrent assets 3,718

Total tangible assets $ 154,915

Identifiable intangible assets $ 107,460

Accounts payable $ 6,806

Contract liabilities 3,213

Accrued expenses and other current liabilities 10,166

Long-term lease liabilities 15,558

Other long-term liabilities 5,960

Total liabilities assumed $ 41,703

Total tangible and identifiable net assets acquired $ 220,672

Goodwill 72,744

Purchase price $ 293,416

The primary factor that contributed to the recognition of goodwill from the acquisition of LRC/MSG was expansion of our vertically integrated home market strategy into the southeastern United States.

For the LRC/MSG acquisition, we recorded $ 72.7 million of goodwill which will be deductible for tax purposes.

$ 46.7 million and $ 26.0 million were allocated to our Construction and Materials segments, respectively.

Identifiable Intangible assets

The following table lists identifiable intangible assets from the LRC/MSG acquisition that are included in intangible assets in the consolidated balance sheets as of December 31, 2024 (in thousands):

Useful Lives (Years) Gross Value Accumulated Amortization Net Value

Customer relationships 20 $ 78,860 $ ( 4,272 ) $ 74,588

Backlog 1 6,500 ( 6,500 ) —

Trademarks/trade name 10 15,100 ( 1,636 ) 13,464

Permits 10 7,000 ( 758 ) 6,242

Total intangible assets $ 107,460 $ ( 13,166 ) $ 94,294

The fair value of customer relationships was estimated as of the acquisition date utilizing the multi-period excess earnings method.

This method discounts to present value the projected cash flows attributable to the customer relationships.

The significant estimates and assumptions used in determining the fair value included discount rates, revenue growth rates, projected EBITDA margins and customer revenue attrition rates.

The amortization expense related to the acquired identifiable intangible assets for the year ended December 31, 2024 was included in cost of revenue and selling, general and administrative expenses in the consolidated statements of operations.

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

Amortization expense related to

the acquired identifiable intangible asset balances is expected to be recorded in the future as follows:

$ 6.2 million in each year from 2025 to 2029;

and $ 63.5 million thereafter.

Coast Mountain Resources

On April 24, 2023, we acquired Coast Mountain Resources (2020) Ltd.

which changed its name to Granite Infrastructure Canada, Ltd.

("Granite Canada") on May 13, 2024.

Granite Canada is a construction aggregate producer based in British Columbia, Canada operating on Malahat First Nation land.

Granite Canada results are reported in the Materials segment.

This acquisition did not have a material impact on our financial statements.

The primary factor that contributed to the recognition of goodwill from the acquisition of Granite Canada was strengthening our existing vertically integrated home markets in the western United States.

For the Granite Canada acquisition, we recorded $ 5.1 million in goodwill that was allocated to our Materials segment and will not be tax deductible for income tax purposes.

LRC/MSG's results have been included in the Construction and Materials segments since the acquisition date and their customers are in both the public and private sectors.

Revisions in Estimates

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For revisions in estimates, generally we use the cumulative catch-up method for changes to the transaction price that are part of a single performance obligation.

Under this method, revisions in estimates are accounted for in their entirety in the period of change.

Under this method, revisions in

estimates are accounted for in their entirety in the period of change.

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.

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Increase to net income per diluted share attributable to common shareholders $ 0.84 $ 0.35 $ 0.07

The increases during the year ended December 31, 2024 were due to changes in the estimated amount of probable recovery on outstanding claims, production at a higher rate than anticipated and changes in the estimated transaction price related to contract modifications resulting from revisions to project work plans, permitting and scheduling.

The increases during the year ended December 31, 2025 were due to settlement of outstanding claims, decreases in estimated costs from mitigated risks, production at a higher rate than anticipated, acceleration of project schedule and changes in the estimated transaction price related to contract modifications resulting from revisions to project work plans.

The increase during the year ended December 31, 2024 were due to changes in the estimated amount of probable recovery on outstanding claims, production at a higher rate than anticipated and changes in the estimated transaction price related to contract modifications resulting from revisions to project work plans, permitting and scheduling.

The increase during the year ended December 31, 2023 was due to decreases in estimated costs from mitigated risks.

The increases during the year ended December 31, 2022 were due to production at a higher rate than anticipated and a decrease in estimated cost from mitigated risks.

Years Ended December 31, 2025 2024 2023

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Decrease to net income per diluted share attributable to common shareholders $ 0.48 $ 0.63 $ 0.95

The decreases during the year ended December 31, 2025 were due to additional costs related to changes in project duration, net of change in estimated probable recovery, lower productivity than originally anticipated, and increased labor and materials costs.

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

The decreases during the year ended December 31, 2023 were due to a change in the estimated amount of probable recovery on an outstanding claim, additional costs related to changes in project durations, lower productivity than originally anticipated, increased labor and materials costs and disputed work being performed where there are ongoing legal claims.

The decreases during the year ended December 31, 2022 were due to additional costs related to extended project duration, increased labor and materials costs, and disputed work being performed where there are ongoing legal claims.

Disaggregation of Revenue

As discussed in Note 1, 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.

As a result of the reorganization, we will no longer disclose financial information by operating group and we have updated our presentation of disaggregated revenue.

The prior years' disaggregation of revenue amounts have been recast to conform with the current period presentation.

Revenue is disaggregated by reportable segment (see Note 21) and customer type, which we believe best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.

Customer Type

In addition to disaggregating revenue by reportable segment (see Note 21), we further disaggregate Construction segment revenue by customer type and Materials segment revenue by product line.

We believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.

Construction Segment Disaggregation by Customer Type

Customers in our Construction segment are predominantly in the public sector which includes certain federal agencies, state departments of transportation, local transit authorities, county and city public works departments and school districts.

Our private sector customers include, but are not limited to, developers, utilities and private owners of industrial, commercial and residential sites.

Customers of our Materials segment include internal usage by our own construction projects, as well as third-party customers.

Based on the nature of the Materials business, it is not meaningful to disaggregate revenue by customer type.

The following table presents our revenue disaggregated by reportable segment and by customer type for the Construction segment:

Materials Segment Disaggregation by Product Line

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

In 2025, we began disaggregating Materials segment revenue by product line.

Our Aggregate product line includes aggregates, barge delivery and recycled materials.

Our Asphalt product line includes asphalt concrete and liquid asphalt.

Revenue from these product lines includes freight and delivery costs that we pass along to our customers.

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

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

Years ended December 31,

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Materials segment revenue:

Aggregates 308,781 196,232 176,564

Asphalt 458,836 395,798 339,608

Other 1,882 319 712

Total Materials segment revenue 769,499 592,349 516,884

Total revenue $ 4,424,379 $ 4,007,574 $ 3,509,138

Unearned Revenue

The following table presents our unearned revenue as of the respective periods:

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

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

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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 $ 169.1 million, $ 220.7 million and $ 147.4 million during the years ended December 31, 2025, 2024 and 2023, respectively.

The changes in contract transaction price were from items such as executed or estimated change orders and unresolved contract modifications and claims.

As of December 31, 2024 and 2023, the aggregate claim recovery estimates included in contract asset and liability balances were approximately $ 46.6 million and $ 77.9 million, respectively.

The changes in contract transaction price were from items such as executed or estimated change orders, contract modifications and claims.

As of December 31, 2025 and 2024, the aggregate claim recovery estimates included in contract asset and liability balances were $ 19.4 million and $ 46.6 million, respectively.

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

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Total contract assets $ 236,879 $ 328,353

The increase in contract assets is primarily due to increasing costs in excess of billings and estimated earnings balances from unresolved disputed work related to certain ongoing projects and increased retention balances from ongoing projects.

As of December 31, 2024, no contract retention receivable individually exceeded 10% of total contract assets.

As of December 31, 2023, contract retention receivable from Brightline Trains Florida LLC represented 11.1 % of total contract assets and no other contract retention receivable individually exceeded 10% of total contract assets.

The decrease in contract assets is primarily due to decreased costs in excess of billings and estimated earnings mainly resulting from resolution of claims.

The balances in costs in excess of billings and estimated earnings relate to disputed work on certain ongoing projects.

In addition, contract retention decreased primarily due to the collection of $ 29.2 million from Brightline Trains Florida LLC in the first quarter of 2025.

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

The majority of the contract retention balance is expected to be collected within one year.

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

During the years ended December 31, 2024 and 2023 and 2022, we recognized revenue of $ 276.6 million, $ 191.8 million and $ 223.7 million, respectively, that was included in the contract liability balances at December 31, 2023, 2022 and 2021, respectively.

During the years ended December 31, 2025, 2024 and 2023, we recognized revenue of $ 350.5 million, $ 276.6 million and $ 191.8 million, respectively, that was included in the contract liability balances at December 31, 2024, 2023 and 2022, respectively.

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

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Total net receivables $ 630,392 $ 511,742

Included in other receivables at December 31, 2024 and 2023 were items such as estimated recovery from back charge claims, notes receivable, fuel tax refunds and income tax refunds.

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

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

No receivable individually exceeded 10 % of total net receivables at any of these dates.

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

Fair Value Measurement

The following tables summarize significant assets and liabilities measured at fair value in the consolidated balance sheets on a recurring basis for each of the fair value levels (in thousands):

The following tables summarize significant assets and liabilities measured at fair value in the consolidated balance sheets on a recurring basis for each of the fair value measurement levels (in thousands):

Fair Value Measurement at Reporting Date Using

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Money market funds $ 231,865 $ — $ — $ 231,865

Other current assets:

Interest rate swaps $ — $ 830 $ — $ 830

Total assets $ 231,865 $ 830 $ — $ 232,695

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Heating oil swaps $ — $ 122 $ — $ 122

Diesel collars — 177 — 177

Total liabilities $ — $ 122 $ — $ 122

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Accrued and other current liabilities:

Interest rate swap $ — $ 126 $ — $ 126

Heating oil swaps — 531 — 531

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Total liabilities $ — $ 708 $ — $ 708

Interest Rate Swap

In connection with entering into Amendment No.

2 of the Fourth Amended and Restated Credit Agreement in November 2023, we entered into an interest rate swap designated as a cash flow hedge with an initial notional amount of $ 75.0 million and an effective date of December 2023 and a maturity date of June 2027.

In conjunction with the payoff of our term loan in June 2024, the interest rate swap was terminated resulting in an immaterial gain.

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 January of 2029.

The interest rate swaps are designed to convert the interest rate on our Term Loan (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

In 2023 and 2024, we entered into collar contracts and commodity swaps to reduce our price exposure on diesel consumption and heating oil consumption, respectively.

We have entered into collar contracts and commodity swaps to reduce our price exposure on diesel consumption and heating oil consumption, respectively.

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 was immaterial for the years ended December 31, 2024 and 2023.

In April 2024 and December 2022, we entered into commodity swaps designated as cash flow hedges to reduce our price exposure on crude oil with maturity dates of October 31, 2024 and October 31, 2023, respectively.

The financial statement impact of these swaps was immaterial during the years ended December 31, 2024, 2023 and 2022.

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

Other Assets and Liabilities

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

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

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

Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value

Held-to-maturity marketable securities (1) Level 1 $ 7,311 $ 7,312 $ 35,863 $ 35,357

Held-to-maturity marketable securities (1)

Corporate notes and bonds Level 1 $ 59,477 $ 59,757 $ — $ —

Government and agency obligations Level 1 $ 10,001 $ 10,006 $ 7,311 $ 7,312

Commercial paper Level 1 $ 39,202 $ 39,198 $ — $ —

Municipal notes and bonds Level 1 $ 11,875 $ 11,890 $ — $ —

Liabilities (including current maturities):

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Level 2 $ 373,750 $ 597,206 $ 373,750 $ 491,582

2.75 % Convertible Notes (2)

Level 2 $ — $ — $ 31,338 $ 51,045

Credit Agreement - Term Loan (2) Level 3 $ 600,000 $ 602,265 $ — $ —

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

(1) All marketable securities were classified as held-to-maturity and consisted of U.S.

Government and agency obligations as of December 31, 2024 and 2023.

(2) The fair values of our our 3.25 % convertible senior notes due 2030 (the " 3.25 % Convertible Notes"), our 3.75 % convertible senior notes due 2028 (the " 3.75 % Convertible Notes") and our 2.75 % convertible senior notes due 2024 (the " 2.75 % Convertible Notes") are based on the median price of the notes in an active market.

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

Of the above balances, $ 71.0 million and $ 7.3 million were short-term marketable securities on our consolidated balance sheets as of December 31, 2025 and 2024, respectively and $ 49.5 million were long-term marketable securities on our consolidated balance sheets as of December 31, 2025.

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

(2) The fair values of our 3.25 % Convertible Notes and our 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.

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See Note 11 for details of the asset retirement obligation balances.

current liabilities (see Note 13) with a corresponding increase in equity in construction joint ventures in the consolidated balance sheets.

We estimate our liability for performance guarantees for our unconsolidated construction joint ventures and line item joint ventures using estimated partner bond rates, which are Level 2 inputs, and include them in accrued expenses and other current liabilities (see Note 13) with a corresponding increase in equity in construction joint ventures in the consolidated balance sheets.

See Note 1 for further discussion of performance guarantees.

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As discussed in Note 1, where we have determined 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 and in equity in construction joint ventures or accrued expenses and other current liabilities in the consolidated balance sheets.

As of December 31, 2024, we were engaged in five active unconsolidated construction joint venture projects.

As of December 31, 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 %.

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

In addition, this balance included $ 1.7 million related to Granite’s share of estimated recovery of back charge claims as of December 31, 2024 and 2023.

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

(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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Granite’s interest $ 17,846 $ 34,845 $ 44,089

Granite’s interest in gross loss $ ( 7,055 ) $ ( 19,581 ) $ ( 19,381 )

Granite’s interest in gross profit (loss) $ 6,291 $ ( 7,055 ) $ ( 19,581 )

Total $ ( 12,502 ) $ ( 21,837 ) $ ( 24,843 )

partners’ interest and adjustments (1) ( 20,124 ) ( 16,735 ) ( 6,226 )

Granite’s interest in net loss (2) $ ( 5,102 ) $ ( 18,617 ) $ ( 19,676 )

Granite’s interest in net income (loss) (2) $ 7,622 $ ( 5,102 ) $ ( 18,617 )

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

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Line Item Joint Ventures

As of December 31, 2024, we were engaged in one active line item joint venture construction project with an immaterial total contract value.

During the years ended December 31, 2024, 2023 and 2022, our portion of revenue from line item joint ventures was $ 7.4 million, $ 5.3 million and $ 35.4 million, respectively.

As of December 31, 2025, we were engaged in one active line item joint venture construction project with a $ 5.7 million total contract value.

During the years ended December 31, 2025, 2024 and 2023, our portion of revenue from line item joint ventures was immaterial, $ 7.4 million and $ 5.3 million, respectively.

Investments in Affiliates

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Property and equipment, net $ 1,260,823 $ 716,184

The increase in property and equipment, net was primarily due to $ 563.7 million of acquired property and equipment related to the acquisitions of Warren Paving, Papich Construction and Cinderlite (see Note 2 for further information about acquisitions).

Depreciation and depletion expense primarily included in cost of revenue in our consolidated statements of operations was $ 147.3 million, $ 110.6 million and $ 89.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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Intangible Assets

Indefinite-lived Intangible Assets

Indefinite-lived intangible assets primarily consist of goodwill.

The following table presents the goodwill balance by reportable segment:

(in thousands) December 31, 2024 December 31, 2023

Construction $ 134,977 $ 130,569

Materials 79,488 24,435

Total goodwill $ 214,465 $ 155,004

During 2024, total goodwill increased by approximately $ 67.9 million related to the acquisition of D&B.

This increase was partially offset by a decrease of $ 8.1 million in goodwill as a result of our finalization of the LRC/MSG acquisition purchase price allocation in the third quarter of 2024.

See Note 2 for additional information.

(in thousands) Construction Materials Total

Balance as of December 31, 2023

$ 130,569 $ 24,435 $ 155,004

Acquisitions (1) 4,400 55,400 59,800

Foreign currency and other adjustments 8 ( 347 ) ( 339 )

Balance as of December 31, 2024

134,977 79,488 214,465

Acquisitions (1) 66,595 119,421 186,016

Foreign currency and other adjustments ( 61 ) 394 333

Balance as of December 31, 2025

$ 201,511 $ 199,303 $ 400,814

(1) See Note 2 for additional information on our recent acquisitions.

Identifiable Intangible Assets

As of December 31, 2024 and 2023, net identifiable intangible assets were $ 127.9 million and $ 117.2 million, respectively, net of accumulated amortization of $ 38.9 million and $ 24.8 million, respectively.

The intangible assets balances in the consolidated balance sheets as of December 31, 2024 and 2023 also included an immaterial amount of indefinite-lived intangible assets.

The increase in the 2024 identifiable intangible assets balance was primarily related to the D&B acquisition (see Note 2) which contributed $ 27.9 million of identifiable intangible assets.

Of this, $ 18.2 million were customer relationship intangibles.

The following table presents the net identifiable intangible assets:

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

Gross Value Accumulated Amortization Net Value Gross Value Accumulated Amortization Net Value

Customer relationships $ 114,867 $ ( 10,656 ) $ 104,211 $ 97,867 $ ( 5,424 ) $ 92,443

Permits 60,559 ( 21,248 ) 39,311 32,559 ( 18,252 ) 14,307

Trademarks/trade name 36,900 ( 9,213 ) 27,687 27,200 ( 6,548 ) 20,652

Backlog 11,300 ( 3,324 ) 7,976 7,100 ( 6,731 ) 369

Indefinite lived assets 359 — 359 109 — 109

Favorable contracts 50 ( 46 ) 4 50 ( 44 ) 6

Total $ 224,035 $ ( 44,487 ) $ 179,548 $ 164,885 $ ( 36,999 ) $ 127,886

The increase in the 2025 identifiable intangible assets balance was primarily related to the Warren Paving, Papich Construction and Cinderlite acquisitions (see Note 2) which contributed $ 66.0 million of identifiable intangible assets, including $ 28.0 million of permits and $ 17.0 million of customer relationship intangibles.

The net amortization expense related to identifiable intangible assets for each of the years ended December 31, 2025, 2024 and 2023 was $ 14.6 million, $ 14.1 million and $ 2.3 million, respectively, and was primarily included in cost of revenue in the consolidated statements of operations.

Amortization expense based on the identifiable intangible assets balance at December 31, 2024 is expected to be $ 9.4 million in 2025, $ 9.0 million in 2026, $ 8.6 million in 2027, $ 8.4 million in 2028, $ 8.4 million in 2029 and $ 84.1 million thereafter.

Amortization expense based on the identifiable intangible assets balance at December 31, 2025 is expected to be $ 21.6 million in 2026, $ 13.2 million in 2027, $ 13.0 million in 2028-2030 and $ 105.7 million thereafter.

Accrued Expenses and Other Current Liabilities

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

Accrued insurance $ 80,797 $ 81,936

Deficits in unconsolidated construction joint ventures 3,653 14,921

Payroll and related employee benefits $ 145,384 $ 119,510

Accrued insurance 84,470 80,797

Performance guarantees 34,273 55,488

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Total $ 348,179 $ 323,956

Other includes dividends payable, warranty reserves, asset retirement obligations, remediation reserves, taxes payable and other miscellaneous accruals, none of which are greater than 5% of total current liabilities.

At December 31, 2023, the "other" balance above included the estimated LRC/MSG tax make-whole liability (see Note 2) which was finalized and paid in June 2024.

Long-Term Debt

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

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

3.25 % Convertible Notes due 2030

$ 373,750 $ 373,750

3.75 % Convertible Notes due 2028

2.75% Convertible Notes — 31,338

373,750 373,750

Credit Agreement - Term Loan 600,000 —

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Credit Agreement

In June 2022, we entered into the Credit Agreement which matures on June 2, 2027.

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

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 Company borrowed $ 75.0 million under the Delayed Draw Term Loan on October 2, 2025.

The Company repaid the amount outstanding under the Delayed Draw Term Loan on October 31, 2025.

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 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.

In May 2023, we entered into Amendment No.

1 to the Credit Agreement ("Amendment No.

Amendment No.

1 amended the Credit Agreement to, among other things, permit us to exchange our 2.75 % Convertible Notes for cash and shares of our common stock and to clarify that (i) the issuance of the 3.75 % Convertible Notes was permitted under the terms of the Credit Agreement and (ii) that a Swap Contract (as defined in the Credit Agreement) does not include any Permitted Call Spread Transaction (as defined in the Credit Agreement).

In November 2023, we entered into Amendment No.

2 to the Credit Agreement ("Amendment No.

2") which amended the Credit Agreement to, among other things, provide for a $ 150.0 million senior secured term loan (the “Term Loan”), which was fully drawn on closing to fund the LRC/MSG acquisition.

The Term Loan was scheduled to mature on June 2, 2027 and amortize 5 % per year, payable in quarterly installments beginning in the first quarter of 2024.

The Term Loan was fully repaid with the net proceeds from our 3.25 % Convertible Notes in the second quarter of 2024.

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

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

As of December 31, 2024, the total unused availability under the Credit Agreement was $ 333.7 million, resulting from $ 16.3 million in issued and outstanding letters of credit and no amount drawn under the Revolver.

As of December 31, 2025, the total unused availability under the Revolver was $ 583.2 million, resulting from $ 16.8 million in issued and outstanding letters of credit and no amount drawn under the Revolver.

The letters of credit had expiration dates between March 2026 and November 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 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 was payable beginning on the 60 th day after closing, during the Term Loan Availability Period and until the Delayed Draw Term Loan was 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.

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.

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 common stock, or a combination of cash and shares of common stock, at our election.

As of December 31, 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 December 31, 2025 (the last trading day of the calendar quarter).

The holders of the 3.25 % Convertible Notes have the right to convert through March 31, 2026, 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 December 31, 2025 in the 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.

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

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If any other event of default occurs and is continuing, then the trustee or the holders of at least 25% in aggregate principal amount of the 3.25 % Convertible Notes then outstanding may declare the 3.25 % Convertible Notes due and payable immediately.

The net proceeds from the sale of the 3.25 % Convertible Notes were approximately $ 365.0 million, after deducting the initial purchasers’ discount.

We used approximately $ 46.0 million of the net proceeds from the 3.25 % Convertible Notes offering to pay the cost of entering into capped call transactions in connection with the 3.25 % Convertible Notes.

In addition, we paid approximately $ 57.6 million of the net proceeds from the 3.25 % Convertible Notes offering to repurchase approximately $ 30.2 million in aggregate principal amount of our 2.75 % Convertible Notes in separate and individually negotiated transactions entered into concurrently with the pricing of the offering;

repaid amounts outstanding under our Term Loan of $ 148.1 million;

repurchased $ 13.3 million of shares under our authorized share repurchase program;

with the remainder of the net proceeds available for general corporate purposes, which may include acquisitions.

2024 Capped Call Transactions

In June 2024, we entered into privately negotiated capped call transactions in connection with the offering of the 3.25 % Convertible Notes (the “2024 capped call transactions”).

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

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

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.

However, when 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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Thereafter, the 3.75 % Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

The initial conversion rate applicable to the 3.75 % Convertible Notes is 21.6807 shares of our common stock per $1,000 principal amount of the 3.75 % Convertible Notes, which is equivalent to an initial conversion price of approximately $ 46.12 per share of our common stock, subject to adjustment if certain events occur.

Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.

The initial conversion rate applicable to the 3.75 % Convertible Notes is 21.6807 shares of Granite common stock per $1,000 principal amount of the 3.75 % Convertible Notes, which is equivalent to an initial conversion price of approximately $ 46.12 per share of Granite common stock, subject to adjustment if certain events occur.

Upon conversion, we will pay or deliver, as the case may be, cash, shares of Granite common stock or a combination of cash and shares of Granite common stock, at our election.

In addition, upon the occurrence of a “fundamental change” as defined in the indenture governing the 3.75 % Convertible Notes, holders may require us to repurchase for cash all or any portion of their 3.75 % Convertible Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the 3.75 % Convertible Notes to be repurchased plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

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We will not be able to redeem the 3.75 % Convertible Notes prior to May 20, 2026.

On or after May 20, 2026, we have the option to redeem for cash all or any portion of the 3.75 % Convertible Notes if the last reported sale price of our common

stock is equal to or greater than 130 % of the conversion price for a specified period of time at a redemption price equal to 100 % of the principal amount of the 3.75 % Convertible Notes to be redeemed, plus any accrued but unpaid interest to, but excluding, the redemption date.

On or after May 20, 2026, we have the option to redeem for cash all or any portion of the 3.75 % Convertible Notes if the last reported sale price of our common stock is equal to or greater than 130 % of the conversion price for a specified period of time at a redemption price equal to 100 % of the principal amount of the 3.75 % Convertible Notes to be redeemed, plus any accrued but unpaid interest to, but excluding, the redemption date.

The indenture governing the 3.75 % Convertible Notes contains customary events of default.

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If any other event of default occurs and is continuing, then the trustee or the holders of at least 25% in aggregate principal amount of the 3.75 % Convertible Notes then outstanding may declare the 3.75 % Convertible Notes due and payable immediately.

The net proceeds from the sale of the 3.75 % Convertible Notes were approximately $ 364.4 million after deducting the initial purchasers’ discount.

We used approximately $ 53.0 million of the net proceeds from the offering to pay the cost of the 2023 capped call transactions (as described below).

In addition, we used approximately $ 198.8 million of the net proceeds and issued 1,390,500 shares of Granite common stock in exchange for approximately $ 198.7 million aggregate principal amount of our 2.75 % Convertible Notes concurrent with the offering in separate and individually negotiated transactions (the "Exchange Transaction").

In connection with the Exchange Transaction, we entered into partial unwind agreements (the “Unwind Agreements”) with certain financial institutions to unwind a portion of the convertible note hedge and warrant transactions entered into in connection with the offering of the 2.75 % Convertible Notes.

Pursuant to the Unwind Agreements, we received 1,390,516 shares of our common stock (and cash in lieu of any fractional shares) in respect of the unwind of the portion of the existing convertible note hedge transactions that correspond to the 2.75 % Convertible Notes that were exchanged in the Exchange Transaction described above and paid $ 13.2 million in cash in respect of the unwind of the portion of the existing warrant transactions that correspond to the 2.75 % Convertible Notes that were exchanged in the Exchange Transaction described above.

2023 Capped Call Transactions

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

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.

2.75 % Convertible Notes

The 2.75 % Convertible Notes were issued in November 2019 in an aggregate principal amount of $ 230.0 million, with an interest rate of 2.75 % and a maturity date of November 1, 2024, unless earlier converted, redeemed or repurchased.

In June 2024, we called the 2.75 % Convertible Notes for redemption.

As of December 31, 2024, no 2.75 % Convertible Notes remained outstanding.

However, when 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.

Real Estate Indebtedness

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

(ii) termination of such facility;

(ii) the termination of such facility;

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

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

and/or (v) foreclosure on any collateral

securing the obligations under such facility.

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

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

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

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

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 December 31, 2025, we were in compliance with all covenants contained in the Credit Agreement.

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Debt Issuance Costs

During the years ended December 31, 2024 and December 31, 2023, we capitalized $ 10.5 million and $ 10.9 million, respectively, in third party offering costs related to the issuance of the 3.25 % Convertible Notes, 3.75 % Convertible Notes and the Term Loan.

During the years ended December 31, 2025 and December 31, 2024, we capitalized $ 2.8 million and $ 10.5 million, respectively, in third party offering costs related to the issuance of the 3.25 % Convertible Notes and the Term Loan.

Capitalized issuance costs are amortized over the life of the related debt.

During the years ended December 31, 2025, 2024 and 2023, we recorded $ 4.0 million, $ 3.9 million and $ 3.5 million, respectively, of amortization related to debt issuance costs.

The years ended December 31, 2024 and 2023 included an immaterial amount and $ 1.7 million, respectively, of accelerated amortization of debt issuance costs associated with the 2.75 % Convertible Notes that were repaid and are included in the loss on debt extinguishment.

We have leases for office and shop space, as well as for equipment primarily utilized in our construction projects.

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Total $ 158,459

Excluded from the table above are minimum royalty requirements under all contracts, primarily quarry property, in effect at December 31, 2024 which are payable as follows:

Excluded from the table above are minimum royalty requirements under all contracts, primarily related to quarry property, in effect at December 31, 2025 which are payable as follows:

$ 2.1 million in 2026;

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Granite Construction Profit Sharing and 401(k) Plan:

The Granite Construction Profit Sharing and 401(k) Plan (the “401(k) Plan”) is a defined contribution plan covering all employees except employees covered by collective bargaining agreements and certain employees of our CCJVs, LRC/MSG and D&B.

The Granite Construction Profit Sharing and 401(k) Plan (the “401(k) Plan”) is a defined contribution plan covering all employees, except those employees covered by collective bargaining agreements, employees located in Guam, and certain employees of our CCJVs, LRC/MSG and D&B.

Our 401(k) matching contributions can be up to 6 % of an employee’s gross pay at the discretion of the Board of Directors.

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Lehman-Roberts/Memphis Stone & Gravel 401(k) Retirement Plan:

The Lehman-Roberts Company sponsors a defined contribution plan for the benefit of its employees.

Matching contributions to this plan were immaterial for the year ended December 31, 2024, as well as the period between our acquisition of LRC/MSG (see Note 2) and December 31, 2023.

This plan also covers the employees of D&B.

The Lehman-Roberts Company sponsored a defined contribution plan for the benefit of its employees.

Matching contributions to this plan were immaterial for the years ended December 31, 2025 and December 31, 2024, as well as the period between our acquisition of LRC/MSG (see Note 2) and December 31, 2023.

This plan also covered the employees of D&B from the date of acquisition (see Note 2).

In January 2026, this plan was merged with the 401(k) Plan.

Non-Qualified Deferred Compensation Plan :

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Multi-employer Pension Plans :

As of December 31, 2024, three of our wholly-owned subsidiaries, Granite Construction Company, Layne Christensen Company and Granite Industrial, Inc.

contribute to various multi-employer pension plans on behalf of union employees.

As of December 31, 2025, four of our wholly-owned subsidiaries contribute to various multi-employer pension plans on behalf of union employees.

The risks of participating in these multi-employer plans are different from single-employer plans in the following aspects:

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Pension Trust Fund Pension Plan Employer Identification Number 2025 2024 FIP / RP Status Pending / Implemented (2) 2025 2024 2023 Surcharge Imposed Expiration Date of Collective Bargaining Agreement (3)

Pension Trust Fund for Operating Engineers 94-6090764 Green Yellow Yes $ 10,972 $ 10,434 $ 9,783 No 3/31/2025 3/31/2026 6/30/2026 9/30/2026

Pension Trust Fund for Operating Engineers 94-6090764 Green Green No $ 11,836 $ 10,972 $ 10,434 No 3/31/2026

Locals 302 and 612 IUOE-Employers Construction Industry Retirement Plan 91-6028571 Green Green No 8,344 6,976 6,520 No 3/31/2026 5/31/2028

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All other funds (49 as of December 31, 2025)

24,114 22,105 20,466

Total contributions:

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The 2021 Plan provides for the issuance of restricted stock, RSUs and stock options to eligible employees and to members of our Board of Directors.

As of December 31, 2025, 546,506 shares are issuable if target performance is met pursuant to LTIP awards outstanding under the 2021 Plan (or 1,093,012 shares if maximum performance is met).

During the years ended December 31, 2025, 2024 and 2023, we did not grant any stock options or restricted stock awards and as of December 31, 2025, there were no stock options or restricted stock awards outstanding.

On June 5, 2024, our stockholders approved the 2024 Equity Incentive Plan (the "2024 Plan"), which replaced the 2021 Plan and no further awards may be granted under the 2021 Plan.

On June 5, 2024, our stockholders approved the 2024 Equity Incentive Plan (the “2024 Plan”), which replaced the 2021 Plan and no further awards may be made under the 2021 Plan.

The 2024 Plan provides for the issuance of restricted stock, RSUs and stock options to eligible employees and to members of our Board of Directors.

During the year ended December 31, 2025, we did not grant any stock options or restricted stock awards and as of December 31, 2025, there were no stock options or restricted stock awards outstanding.

A total of 2,249,883 shares of our common stock were reserved for issuance under the 2024 Plan of which 2,211,325 remained available as of December 31, 2024.

A total of 2,142,923 shares remained available for issuance under the 2024 Plan as of December 31, 2025.

Restricted Stock Units:

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RSU stock compensation cost is recognized ratably over the shorter of the vesting period (generally ranging from immediate vesting to three years ) or the period from grant date to the first date after the holder reaches age 62 and has completed certain specified years of service, when all RSUs become fully vested.

Vesting of RSUs is not subject to any

market or performance conditions and vesting provisions are at the discretion of the Compensation Committee.

Vesting of RSUs is not subject to any market or performance conditions and vesting provisions are at the discretion of the Compensation Committee.

A recipient of RSUs may not sell or otherwise transfer unvested RSUs and, in the event a recipient’s employment or board service is terminated prior to the end of the vesting period, any unvested RSUs are surrendered to us, subject to limited exceptions.

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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 year ended December 31, 2024, we repurchased 524,800 shares for $ 42.0 million under this authorization.

During the years ended December 31, 2025 and 2024, we repurchased 300,200 shares for $ 31.9 million and 524,800 shares for $ 42.0 million, respectively, under this authorization.

As of December 31, 2025, $ 157.6 million of the authorization remained available.

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Weighted Average Shares Outstanding and Net Income Per Share

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

Years Ended December 31, 2025 2024 2023

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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 2.75 % Convertible Notes will be convertible into cash, shares of our common stock or a combination thereof at our election.

The 2.75 % Convertible Notes were convertible into cash, shares of our common stock or a combination thereof at our election.

The shares associated with the 2.75 % Convertible Notes were not included in our calculation of diluted net income per share for the year ended December 31, 2023 because their effect would have been anti-dilutive.

The number of shares used in calculating diluted net income per share for the year ended December 31, 2022 includes the dilutive effect of the 2.75 % Convertible Notes.

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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Domestic $ 275,706 $ 195,059 $ 92,552

Foreign 1,133 ( 32,698 ) ( 5,418 )

Foreign and U.S.

territories 13,121 1,133 ( 32,698 )

Total income before income taxes $ 288,827 $ 196,192 $ 59,854

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Total state 15,472 12,975 4,927

Foreign and U.S.

Current 2,309 1,824 ( 1,432 )

Deferred ( 396 ) ( 607 ) 1,862

Total foreign 1,217 430 ( 1,651 )

Total foreign and U.S.

territories 1,913 1,217 430

Total provision for income taxes $ 68,476 $ 55,749 $ 30,267

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Years Ended December 31, 2025 (1)

Federal statutory tax $ 41,200 21.0 % $ 12,569 21.0 % $ 19,282 21.0 %

State taxes, net of federal tax benefit 9,693 4.9 5,171 8.6 2,761 3.0

Non-controlling interests ( 2,960 ) ( 1.5 ) 2,942 4.9 933 1.0

Equity in income of affiliates ( 2,490 ) ( 1.2 ) ( 3,419 ) ( 5.7 ) ( 2,629 ) ( 2.9 )

Change in valuation allowance, net 1,855 0.9 3,163 5.3 ( 3,212 ) ( 3.5 )

Nondeductible debt extinguishment costs 5,537 2.8 10,360 17.3 — —

Nondeductible executive compensation 2,314 1.2 790 1.3 801 0.9

Federal Statutory Tax Rate $ 60,654 21.0 % $ 41,200 21.0 % $ 12,569 21.0 %

State and Local income Tax, Net of Federal (National) Income Tax Effect (3) 12,264 4.3 10,746 5.5 4,180 7.0

Foreign and U.S.

territories Tax Effects:

Nondeductible goodwill — — — — 4,987 8.3

Change in valuation allowances 587 0.2 1,666 0.8 2,807 4.7

Other items ( 351 ) ( 0.1 ) ( 743 ) ( 0.4 ) ( 541 ) ( 0.9 )

All other foreign jurisdictions ( 168 ) ( 0.1 ) 396 0.2 1,444 2.4

Effect of Cross-Border Tax Laws 13 — 579 0.3 ( 134 ) ( 0.2 )

Tax Credits — — ( 847 ) ( 0.4 ) 297 0.5

Nontaxable or Nondeductible Items:

Debt extinguishment costs — — 5,537 2.8 10,360 17.3

Equity earnings of subsidiaries ( 2,863 ) ( 1.0 ) ( 2,490 ) ( 1.3 ) ( 3,419 ) ( 5.7 )

Noncontrolling interest ( 4,765 ) ( 1.6 ) ( 2,465 ) ( 1.3 ) 2,651 4.4

Executive compensation 3,515 1.2 2,314 1.2 790 1.3

Nondeductible meals and entertainment 1,745 0.6 1,391 0.7 1,072 1.8

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Nondeductible goodwill — — — — ( 4,248 ) ( 7.1 )

Assets held for sale — — — — ( 14,427 ) ( 15.7 )

Return to provision adjustments 1,288 0.7 ( 1,250 ) ( 2.1 ) ( 1,102 ) ( 1.2 )

Other nontaxable / nondeductible items ( 792 ) ( 0.4 ) ( 1,292 ) ( 2.2 ) 2,431 2.7

Other items ( 817 ) ( 0.3 ) ( 136 ) — ( 1,201 ) ( 1.9 )

Changes in Unrecognized Tax Benefits 99 — ( 95 ) — ( 228 ) ( 0.4 )

Total $ 68,476 23.7 % $ 55,749 28.4 % $ 30,267 50.6 %

(1) The variance from the U.S.

federal statutory tax rate in 2024 is due primarily to the tax expense associated with nondeductible debt extinguishment costs and state and local income taxes.

federal statutory tax rate in 2025 is due primarily to the expense of state and local income taxes partially offset by the tax benefit of adjusting for noncontrolling interest.

(2) The prior years in the above table have been recast to meet the requirements of ASU 2023-09, which we retrospectively adopted (see Note 1 for additional details).

(3) In each year presented, California makes up greater than 50% of State and Local Income Tax, Net of Federal (National) Income Tax Effect.

The following is a summary of the deferred tax assets and liabilities:

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Property and equipment 187,075 78,553

Intangibles 31,406 18,355

Right of use assets 38,122 18,831

Total deferred tax liabilities 256,603 115,739

Net deferred tax assets (liabilities) $ ( 13,874 ) $ 4,471

Net deferred tax liability $ ( 141,489 ) $ ( 13,874 )

The following is a summary of the net operating loss carryforwards at December 31, 2025:

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Ending balance $ 24,389 $ 23,450

The change in the valuation allowance in 2024 is mainly due to the reversal of valuation allowances related to the utilization of state and local net operating loss carryforwards and a decrease in net deferred tax assets associated with our foreign operations which we do not believe are more likely than not to be used in future years.

The change in the valuation allowance in 2025 is mainly due to losses incurred by our foreign operations which we do not believe are more likely than not to be used in future years.

We intend to indefinitely reinvest certain earnings of our foreign subsidiaries and affiliates.

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We file income tax returns in the U.S.

and various state and local jurisdictions.

We are currently under examination by various state taxing authorities for various tax years.

We do not anticipate that any of these audits will result in a material change in our financial position.

We are no longer subject to U.S.

federal examinations by tax authorities for years before 2021 except for the 2018 tax year.

and various state and local jurisdictions.We are no longer subject to U.S.

federal examinations by tax authorities for years before 2022.

With few exceptions, as of December 31, 2025, we are no longer subject to state examinations by taxing authorities for years before 2018.

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There were approximately $ 5.3 million and $ 5.2 million of unrecognized tax benefits that would affect the effective tax rate in any future period at December 31, 2025 and 2024, respectively.

It is reasonably possible that our unrecognized tax benefit could decrease by approximately $ 1.2 million in 2025, which would impact our effective tax rate in 2025.

The decrease relates to anticipated statute expirations and anticipated resolution of outstanding unrecognized tax benefits.

The following is a tabular reconciliation of unrecognized tax benefits (in thousands).

3 unchanged sentences

Beginning balance $ 22,359 $ 22,591 $ 22,756

Gross increases – current period tax positions — — —

Gross decreases – current period tax positions — — —

Gross increases – prior period tax positions 99 — 77

1 unchanged sentence

Settlements with taxing authorities/lapse of statute of limitations ( 2 ) ( 70 ) ( 242 )

Reclassification of balances from held for sale — — 518

Ending balance $ 22,456 $ 22,359 $ 22,591

There were no gross increases or decreases associated with current period tax positions for any of the periods presented.

Contingencies - Legal Proceedings

7 unchanged sentences

In the ordinary course of business, we and our affiliates are involved in various legal proceedings alleging, among other things, liability issues or breach of contract or tortious conduct in connection with the performance of services and/or materials provided, the various outcomes of which often cannot be predicted with certainty.

For information on our accounting policies regarding affirmative claims and back charges that we are party to in the ordinary course of business, see Note 1.

For information on our accounting policies regarding affirmative claims and back charges that we are party to in the ordinary course of business,

We and our affiliates are also subject to government inquiries in the ordinary course of business seeking information concerning our compliance with government construction contracting requirements and various laws and regulations, the outcomes which often cannot be predicted with certainty.

5 unchanged sentences

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 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.

The Construction segment focuses on construction and rehabilitation of roads, pavement preservation, bridges, rail lines, airports, marine ports, dams, reservoirs, aqueducts, infrastructure and site development for use by the general public and water-related construction for municipal agencies, commercial water suppliers, industrial facilities and energy companies.

2 unchanged sentences

The accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies (see Note 1).

In connection with our adoption of ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (see Note 1), we have enhanced our segment disclosures about significant segment expenses.

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

31 unchanged sentences

Depreciation, depletion and amortization $ 43,828 $ 29,718 $ 73,546

As of December 31, 2024, 2023 and 2022 segment assets included $ 18.8 million, $ 25.1 million and $ 4.7 million, respectively, of property and equipment located in foreign countries (primarily Canada).

As of December 31, 2025 and 2024, segment assets included $ 23.5 million and $ 18.8 million, respectively, of property and equipment located in foreign countries (primarily Canada).

During the years ended December 31, 2025, 2024 and 2023 less than 5 % of our revenue was derived from foreign operations.

19 unchanged sentences

Property and equipment, net, excluding segment assets 30,000 30,654

Short-term marketable securities 7,311 35,863

Marketable securities 120,555 7,311

Investments in affiliates 96,764 94,031

Right of use assets 152,678 89,791

Deferred income taxes, net — 8,179

Other noncurrent assets 78,001 66,635

1 unchanged sentence

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 9A. Controls and Procedures