GRANITE CONSTRUCTION INC 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) as required by paragraph (b) of Rule 13a-15 or Rule 15d-15 of the Exchange Act, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025, the end of the period covered by this report. Management ’ s Report on Internal Control Over Financial Reporting Our management, including our principal executive and principal financial officers, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d -15(f). Internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements. Our management, under the supervision and with the participation of our principal executive and principal financial officers, has conducted an evaluation of the effectiveness of our internal control over financial reporting, using the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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 43 Table of Contents 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. Their report is included in Part IV, Item 15(a) of this Form 10-K under the heading “Report of Independent Registered Public Accounting Firm.” Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. OTHER INFORMATION Trading Arrangements 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 December 3, 2025 , Mr. 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 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. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 44 Table of Contents PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required in response to this Item 10 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 11. EXECUTIVE COMPENSATION The information required in response to this Item 11 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required in response to this Item 12 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required in response to this Item 13 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required in response to this Item 14 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. 45 Table of Contents PART IV Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: 1. Financial Statements. The following consolidated financial statements and related documents are filed as part of this report: Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F- 1 to F- 3 Consolidated Balance Sheets F- 4 Consolidated Statements of Operations F- 5 Consolidated Statements of Comprehensive Income F- 6 Consolidated Statements of Shareholders’ Equity F- 7 Consolidated Statements of Cash Flows F- 9 Notes to the Consolidated Financial Statements F- 11 to F-4 7 2. Financial Statement Schedules. Schedules are omitted because they are not required or applicable, or the required information is included in the Financial Statements or related notes. 3. Exhibits . The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of, or furnished with, this report. 46 Table of Contents (b) INDEX TO 10-K EXHIBITS Exhibit No. Exhibit Description 2.1 * 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 Form 8-K filed on December 5, 2023] 2.2 * 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] 3.2 * 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] 4.1 * Indenture (including Form of Note) with respect to Granite Construction Incorporated’s 3.75% Convertible Senior Notes due 2028, dated May 11, 2023, by and between Granite Construction Incorporated and Wilmington Trust, National Association, as trustee [Exhibit 4.1 to the Company’s Form 8-K filed on May 11, 2023] 4.2 * Indenture (including Form of Note) with respect to Granite Construction Incorporated’s 3.25% Convertible Senior Notes due 2030, dated June 11, 2024, by and between Granite Construction Incorporated and Wilmington Trust, National Association, as trustee [Exhibit 4.1 to the Company’s Form 8-K filed on June 12, 2024] 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] 10.2 * 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] 10.3 * 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] 10.5 *** Key Management Deferred Compensation Plan II, as amended [Exhibit 10.1 to the Company's Form 10-K filed on February 23, 2024 ] 10.6 *** Form of Amended and Restated Director and Officer Indemnification Agreement [Exhibit 10.10 to the Company’s Form 10-K for the year ended December 31, 2002] 10.7 *** 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] 10.8 †** Form of Annual Incentive Plan Participation Agreement 10.9 *** 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] 10.10 *** Long Term Incentive Plan, effective January 1, 2020 [Exhibit 10.2 to the Company's Form 8-K filed on March 30, 2020] 10.11 *** Form of Long Term Incentive Plan Award Agreement [Exhibit 10.13 to the Company’s Form 10-K filed on February 14, 2025] 10.12 *** Granite Construction Incorporated 2021 Equity Incentive Plan [Exhibit 10.2 to the Company’s Form 8-K filed on June 4, 2021] 10.13 *** 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] 10.14 *** 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] 47 Table of Contents Exhibit No. Exhibit Description 10.15 *** 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] 10.16 *** Granite Construction Incorporated 2024 Equity Incentive Plan [Exhibit 10.2 to the Company’s Form 8-K filed on June 6, 2024] 10.17 *** Form of Non-Employee Director Restricted Stock Unit Agreement [Exhibit 10.3 to the Company’s Form 8-K filed on June 6, 2024] 10.18 *** Form of Employee Service Award Restricted Stock Unit Agreement [Exhibit 10.4 to the Company’s Form 8-K filed on June 6, 2024] 10.19 *** Form of Employee LTIP Award Restricted Stock Unit Agreement [Exhibit 10.5 to the Company’s Form 8-K filed on June 6, 2024] 10.20 *** Separation and Transition Agreement dated September 16, 2024 by and between the Company and Ms. Curtis [Exhibit 10.1 to the Company's Form 8-K filed on September 16, 2024] 10.21 *** 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] 19 * Insider Trading Policy [Exhibit 19 to the Company's Form 10-K filed on February 23, 2024] 21 † List of Subsidiaries of Granite Construction Incorporated 23.1 † Consent of PricewaterhouseCoopers LLP 31.1 † Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 † Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 †† Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 95 † Mine Safety Disclosure 97 *** Clawback Policy [Exhibit 10.1 to the Company’s Form 8-K filed on October 13, 2023] 101.INS † Inline XBRL Instance Document 101.SCH † Inline XBRL Taxonomy Extension Schema 101.CAL † Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF † Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB † Inline XBRL Taxonomy Extension Label Linkbase 101.PRE † Inline XBRL Taxonomy Extension Presentation Linkbase 104 † The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (included within the Exhibit 101 attachments). * Incorporated by reference ** Compensatory plan or management contract † Filed herewith †† Furnished herewith 48 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GRANITE CONSTRUCTION INCORPORATED By: /s/ Staci M. Woolsey Staci M. Woolsey Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: February 12, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated and on the dates indicated. /s/ Michael F. McNally February 12, 2026 Michael F. McNally, Chairman of the Board and Director /s/ Kyle T. Larkin February 12, 2026 Kyle T. Larkin, President, Chief Executive Officer and Director (Principal Executive Officer) /s/ Staci M. Woolsey February 12, 2026 Staci M. Woolsey, Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) /s/ Louis E. Caldera February 12, 2026 Louis E. Caldera, Director /s/ Molly C. Campbell February 12, 2026 Molly C. Campbell, Director /s/ Carlos M. Hernandez February 12, 2026 Carlos M. Hernandez, Director /s/ Alan P. Krusi February 12, 2026 Alan P. Krusi, Director /s/ Celeste B. Mastin February 12, 2026 Celeste B. Mastin, Director /s/ Laura M. Mullen February 12, 2026 Laura M. Mullen, Director /s/ J. Timothy Romer February 12, 2026 J. Timothy Romer, Director 49 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Granite Construction Incorporated 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, 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, 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. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. F-1 Table of Contents 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, 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 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 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 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 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 F-2 Table of Contents 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. 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 Houston, Texas February 12, 2026 We have served as the Company’s auditor since 1982. F-3 Table of Contents GRANITE CONSTRUCTION INCORPORATED CONSOLIDATED BALANCE SHEETS (dollars in thousands, except share and per share data) December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents ($ 145,584 and $ 173,894 related to consolidated construction joint ventures (“CCJVs”)) $ 529,220 $ 578,330 Short-term marketable securities 71,021 7,311 Receivables, net ($ 37,398 and $ 33,708 related to CCJVs) 630,392 511,742 Contract assets ($ 34,057 and $ 115,834 related to CCJVs) 236,879 328,353 Inventories 143,129 108,175 Equity in unconsolidated construction joint ventures 134,670 140,928 Other current assets ($ 3,255 and $ 3,982 related to CCJVs) 66,920 41,824 Total current assets 1,812,231 1,716,663 Property and equipment, net ($ 4,961 and $ 6,792 related to CCJVs) 1,260,823 716,184 Long-term marketable securities 49,534 — Investments in affiliates 96,764 94,031 Goodwill 400,814 214,465 Intangible assets 179,548 127,886 Right of use assets 152,678 89,791 Other noncurrent assets 78,001 66,635 Total assets $ 4,030,393 $ 3,025,655 LIABILITIES AND EQUITY Current liabilities: Current maturities of long-term debt $ 375,896 $ 1,109 Accounts payable ($ 46,708 and $ 74,745 related to CCJVs) 430,298 407,223 Contract liabilities ($ 63,500 and $ 80,096 related to CCJVs) 327,372 299,671 Accrued expenses and other current liabilities ($ 2,922 and $ 4,706 related to CCJVs) 348,179 323,956 Total current liabilities 1,481,745 1,031,959 Long-term debt 963,233 737,939 Long-term lease liabilities 125,733 73,638 Deferred income taxes, net 141,489 13,874 Other long-term liabilities 96,660 88,882 Commitments and contingencies (see Note 20) Equity: Preferred stock, $ 0.01 par value, authorized 3,000,000 shares, none outstanding — — Common stock, $ 0.01 par value, authorized 150,000,000 shares; issued and outstanding: 43,496,781 shares as of December 31, 2025 and 43,424,646 shares as of December 31, 2024 435 434 Additional paid-in capital 402,391 410,739 Accumulated other comprehensive income (loss) 1,581 ( 582 ) Retained earnings 774,641 604,635 Total Granite Construction Incorporated shareholders’ equity 1,179,048 1,015,226 Non-controlling interests 42,485 64,137 Total equity 1,221,533 1,079,363 Total liabilities and equity $ 4,030,393 $ 3,025,655 The accompanying notes are an integral part of these consolidated financial statements. F-4 Table of Contents GRANITE CONSTRUCTION INCORPORATED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in thousands, except share and per share data) Years Ended December 31, 2025 2024 2023 Revenue $ 4,424,379 $ 4,007,574 $ 3,509,138 Cost of revenue 3,713,163 3,434,877 3,112,739 Gross profit 711,216 572,697 396,399 Selling, general and administrative expenses 407,561 334,162 294,466 Other costs, net (see Note 1) 41,416 39,936 50,217 Gain on sales of property and equipment, net ( 20,207 ) ( 8,764 ) ( 28,346 ) Operating income 282,446 207,363 80,062 Other (income) expense: Loss on debt extinguishment — 27,552 51,052 Interest income ( 26,878 ) ( 24,349 ) ( 17,538 ) Interest expense 47,223 29,188 18,462 Equity in income of affiliates, net ( 14,958 ) ( 16,982 ) ( 25,748 ) Other income, net ( 11,768 ) ( 4,238 ) ( 6,020 ) Total other (income) expense, net ( 6,381 ) 11,171 20,208 Income before income taxes 288,827 196,192 59,854 Provision for income taxes 68,476 55,749 30,267 Net income 220,351 140,443 29,587 Amount attributable to non-controlling interests ( 27,348 ) ( 14,097 ) 14,012 Net income attributable to Granite Construction Incorporated $ 193,003 $ 126,346 $ 43,599 Net income per share attributable to common shareholders (see Note 18): Basic earnings per share $ 4.42 $ 2.88 $ 0.99 Diluted earnings per share $ 3.86 $ 2.62 $ 0.97 Weighted average shares outstanding: Basic 43,649 43,846 43,879 Diluted 53,132 52,514 52,565 The accompanying notes are an integral part of these consolidated financial statements. F-5 Table of Contents GRANITE CONSTRUCTION INCORPORATED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Years Ended December 31, 2025 2024 2023 Net income $ 220,351 $ 140,443 $ 29,587 Other comprehensive income (loss), net of tax Net realized and unrealized gain (loss) on cash flow hedges, net of tax $ 616 $ 93 $ ( 184 ) Less: reclassification for net gains included in interest expense, net of tax 185 — — Net change $ 801 $ 93 $ ( 184 ) Foreign currency translation adjustments, net 1,362 ( 1,556 ) 277 Other comprehensive income (loss), net of tax $ 2,163 $ ( 1,463 ) $ 93 Comprehensive income, net of tax $ 222,514 $ 138,980 $ 29,680 Non-controlling interests in comprehensive (income) loss, net of tax ( 27,348 ) ( 14,097 ) 14,012 Comprehensive income attributable to Granite Construction Incorporated, net of tax $ 195,166 $ 124,883 $ 43,692 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents GRANITE CONSTRUCTION INCORPORATED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in thousands, except share data) Outstanding Shares Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Granite Shareholders’ Equity Non-Controlling Interests Total Equity Balances at December 31, 2022 43,743,907 $ 437 $ 470,407 $ 788 $ 481,384 $ 953,016 $ 32,129 $ 985,145 Net income — — — — 43,599 43,599 ( 14,012 ) 29,587 Other comprehensive income — — — 93 — 93 — 93 Repurchases of common stock (1) ( 102,413 ) ( 1 ) ( 4,124 ) — — ( 4,125 ) — ( 4,125 ) RSUs vested 288,876 3 ( 3 ) — — — — — Dividends on common stock ($ 0.52 per share) — — 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 Stock-based compensation expense and other 13,764 — 11,060 — — 11,060 — 11,060 Balances at December 31, 2023 43,944,118 $ 439 $ 474,134 $ 881 $ 501,844 $ 977,298 $ 49,668 $ 1,026,966 Net income — $ — $ — $ — $ 126,346 $ 126,346 $ 14,097 $ 140,443 Other comprehensive loss — $ — $ — $ ( 1,463 ) $ — $ ( 1,463 ) $ — $ ( 1,463 ) Repurchases of common stock (1) ( 676,842 ) $ ( 6 ) $ ( 50,120 ) $ — $ ( 505 ) $ ( 50,631 ) $ — $ ( 50,631 ) RSUs vested 398,510 $ 4 $ ( 4 ) $ — $ — $ — $ — $ — Dividends on common stock ($ 0.52 per share) — $ — $ 297 $ — $ ( 23,050 ) $ ( 22,753 ) $ — $ ( 22,753 ) Capped call transactions — $ — $ ( 34,228 ) $ — $ — $ ( 34,228 ) $ — $ ( 34,228 ) Redemption of warrants — $ — $ 466 $ — $ — $ 466 $ — $ 466 Common stock issued in debt extinguishment 11,665 $ — ( 0 ) $ — $ — $ — $ — $ — Exercise of bond hedge ( 260,883 ) $ ( 3 ) $ 3 $ — $ — $ — $ — $ — Transactions with non-controlling interests, net — $ — $ — $ — $ — $ — $ 372 $ 372 Stock-based compensation expense and other 8,078 $ — $ 20,191 $ — $ — $ 20,191 $ — $ 20,191 Balances at December 31, 2024 43,424,646 $ 434 $ 410,739 $ ( 582 ) $ 604,635 $ 1,015,226 $ 64,137 $ 1,079,363 (1) During the years ended December 31, 2024 and 2023, there were 152,042 shares and 102,413 shares, respectively, withheld related to employee taxes for RSUs vested under our equity incentive plans. During the year ended December 31, 2024, we also repurchased 524,800 shares under the Board approved share repurchase program. F-7 Table of Contents Outstanding Shares Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Granite Shareholders’ Equity Non-Controlling Interests Total Equity Balances at December 31, 2024 43,424,646 $ 434 $ 410,739 $ ( 582 ) $ 604,635 $ 1,015,226 $ 64,137 $ 1,079,363 Net income — — — — 193,003 193,003 27,348 220,351 Other comprehensive income — — — 2,163 — 2,163 — 2,163 Repurchases of common stock (1) ( 508,779 ) ( 5 ) ( 48,203 ) — — ( 48,208 ) — ( 48,208 ) RSUs vested 572,086 6 ( 6 ) — — — — — Dividends on common stock ($ 0.52 per share) — — 276 — ( 22,997 ) ( 22,721 ) — ( 22,721 ) Transactions with non-controlling interests — — ( 422 ) — — ( 422 ) ( 49,000 ) ( 49,422 ) Stock-based compensation expense and other 8,828 — 40,007 — — 40,007 — 40,007 Balances at December 31, 2025 43,496,781 $ 435 $ 402,391 $ 1,581 $ 774,641 $ 1,179,048 $ 42,485 $ 1,221,533 (1) During the year ended December 31, 2025, there were 208,579 shares withheld related to employee taxes for RSUs vested under our equity incentive plans and 300,200 shares repurchased under the Board approved share repurchase program. The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents GRANITE CONSTRUCTION INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOWS ( in thousands ) Years Ended December 31, 2025 2024 2023 Operating activities: Net income $ 220,351 $ 140,443 $ 29,587 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 162,433 126,331 92,270 Amortization related to long-term debt 4,590 4,501 2,390 Non-cash loss on debt extinguishment — 27,552 51,052 Gain on sales of property and equipment, net ( 20,207 ) ( 8,764 ) ( 28,346 ) Deferred income taxes 23,800 13,655 26,556 Stock-based compensation 39,150 19,595 10,477 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 ) Other non-cash adjustments 863 3,958 5,695 Changes in assets and liabilities: Receivables ( 38,709 ) 102,891 ( 128,099 ) Contract assets, net 122,004 ( 11,468 ) 49,691 Inventories ( 746 ) ( 2,862 ) ( 1,430 ) Contributions to unconsolidated construction joint ventures ( 9,163 ) ( 7,718 ) ( 21,323 ) Distributions from unconsolidated construction joint ventures and affiliates 12,237 33,836 29,337 Other assets, net ( 27,685 ) 9,534 ( 17,718 ) Accounts payable ( 20,374 ) 420 66,828 Accrued expenses and other liabilities, net 22,952 16,319 23,871 Net cash provided by operating activities $ 468,916 $ 456,343 $ 183,707 Investing activities: Purchases of marketable securities ( 238,371 ) ( 10,977 ) ( 9,740 ) Maturities of marketable securities 125,225 38,000 40,000 Purchases of property and equipment ( 138,270 ) ( 136,405 ) ( 140,384 ) Proceeds from sales of property and equipment 32,845 13,852 38,109 Acquisitions of businesses, net of cash acquired (see Note 2) ( 777,517 ) ( 134,361 ) ( 294,018 ) Other investing activities 2,367 1,335 6,743 Net cash used in investing activities $ ( 993,721 ) $ ( 228,556 ) $ ( 359,290 ) Financing activities: 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 ) Capped call transactions — ( 46,046 ) ( 53,035 ) Redemption of warrants — ( 497 ) ( 13,201 ) Debt issuance costs ( 2,799 ) ( 10,474 ) ( 10,865 ) Cash dividends paid ( 22,719 ) ( 22,813 ) ( 22,811 ) Repurchases of common stock (see Note 17) ( 48,208 ) ( 50,631 ) ( 4,124 ) Contributions from non-controlling partners 3,345 24,000 43,300 Distributions to non-controlling partners ( 53,247 ) ( 25,587 ) ( 14,224 ) Other financing activities, net 436 1,676 583 Net cash provided by (used in) financing activities $ 475,695 $ ( 67,120 ) $ 299,255 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 and cash equivalents at end of period $ 529,220 $ 578,330 $ 417,663 F-9 Table of Contents Supplementary Information: Right of use assets obtained in exchange for lease obligations $ 36,771 $ 32,095 $ 39,361 Cash paid during the period for: Operating lease liabilities $ 33,976 $ 23,707 $ 21,458 Interest $ 36,113 $ 26,072 $ 15,640 Income taxes: Federal 31,411 18,617 7,571 State: 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. territories: 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 Non-cash investing and financing activities: RSUs issued, net of forfeitures $ 39,995 $ 20,873 $ 11,649 Dividends declared but not paid $ 5,655 $ 5,652 $ 5,713 Contributions from non-controlling partners $ 902 $ 1,959 $ 2,475 The accompanying notes are an integral part of these consolidated financial statements. F-10 Table of Contents GRANITE CONSTRUCTION INCORPORATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies Description of Business : Granite Construction Incorporated is one of the largest diversified, vertically integrated civil contractors and construction materials producers in the United States, engaged in infrastructure projects including the construction of streets, roads, highways, mass transit facilities, airport infrastructure, bridges, dams, power-related facilities, utilities, tunnels, water well drilling and other infrastructure-related projects, site preparation, mining services and infrastructure services for commercial and industrial sites, railways, residential development, energy development, as well as construction management professional services. We own and lease aggregate reserves and own processing plants that are vertically integrated into our construction operations and we also produce construction materials for sale to third parties. Our operations have primary offices located in Alaska, Arizona, California, Canada, Colorado, Florida, Guam, Illinois, Mississippi, Nevada, Tennessee, Texas, Utah and Washington. Unless otherwise indicated, the terms “we,” “us,” “our,” “Company” and “Granite” refer to Granite Construction Incorporated and its wholly-owned and consolidated subsidiaries. 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. (“D&B”). D&B is an aggregates, asphalt, and highway construction company serving central and southern Mississippi. See Note 2 for more information. On November 30, 2023, we acquired Lehman-Roberts Company and Memphis Stone & Gravel Company (collectively, “LRC/MSG”). LRC/MSG operates strategically located asphalt plants and sand and gravel mines serving the greater Memphis area and northern Mississippi. See Note 2 for more information. Principles of Consolidation : The consolidated financial statements include the accounts of Granite Construction Incorporated and its wholly-owned and consolidated subsidiaries. All material inter-company transactions and accounts have been eliminated. Additionally, we participate in various construction joint ventures of which we are a limited member (“joint ventures”). Generally, each construction joint venture is formed to accomplish a specific project and is jointly controlled by the joint venture partners. The joint venture agreements typically provide that our interests in any profits and assets and our respective share in any losses and liabilities that may result from the performance of the contracts are limited to our stated percentage interest in the project. However, due to the joint and several nature of the performance obligations under the related owner contracts, if any of the partners fail to perform, we and the remaining partners, if any, would be responsible for performance of the outstanding work (i.e., we provide a performance guarantee). Under our joint venture contractual arrangements, we provide capital to these joint ventures in return for an ownership interest. In addition, partners dedicate resources to the joint ventures necessary to complete the contracts and are reimbursed for their cost. The operational risks of each construction joint venture are passed along to the joint venture members. As we absorb our share of these risks, our investment in each venture is exposed to potential gains and losses. We consolidate joint ventures if we determine that through our participation we have a variable interest and are the primary beneficiary as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation , and related standards. The factors we use to determine the primary beneficiary of a variable interest entity (“VIE”) may include the decision authority of each partner, which partner manages the day-to-day operations of the project and the amount of our equity investment in relation to that of our partners. 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 F-11 Table of Contents 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. We account for non-construction unconsolidated joint ventures under the equity method of accounting in accordance with ASC Topic 323, Investments - Equity Method and Joint Ventures, and include our share of the operations in equity in income of affiliates in the consolidated statements of operations and in investment in affiliates in the consolidated balance sheets. We also participate in “line-item” joint venture agreements under which each partner is responsible for performing certain discrete items of the total scope of contracted work. The revenue for each line-item joint venture partners’ discrete items of work is defined in the contract with the project owner and each joint venture partner bears the profitability risk associated only with its own work. There is not a single set of books and records for a line-item joint venture. Each partner accounts for its items of work individually as it would for any self-performed contract. We account for our portion of these contracts as revenue and cost of revenue in the consolidated statements of operations and in relevant balances in the consolidated balance sheets. Use of Estimates in the Preparation of Financial Statements : The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires management to make estimates that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Our estimates and related judgments and assumptions are continually evaluated based on available information and experiences; however, actual amounts could differ from those estimates. Revenue Recognition: 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 (“ASUs”) (“Topic 606”). Topic 606 provides for a five-step model for recognizing revenue from contracts with customers as follows: 1. Identify the contract 2. Identify performance obligations 3. Determine the transaction price 4. Allocate the transaction price 5. Recognize revenue Generally, our contracts contain one performance obligation. Contracts with customers in our Materials segment are typically defined by our customary business practices and are valued at the contractual selling price per unit. Our customary business practices are for the delivery of a separately identifiable good at a point in time which is typically when delivery to the customer occurs. Contracts in our Construction segment may contain multiple distinct promises or multiple contracts within a master agreement (e.g., contracts that cross multiple locations/geographies and task orders), which we review at contract inception to determine if they represent multiple performance obligations or multiple separate contracts. This review consists of determining if promises or groups of promises are distinct within the context of the contract, including whether contracts are physically contiguous, contain task orders, purchase or sales orders, termination clauses and/or elements not related to design and/or build. The transaction price is the amount of consideration to which we expect to be entitled in exchange for transferring goods and services to the customer. The contractual consideration from customers of our Construction segment may include both fixed amounts and variable amounts (e.g., bonuses/incentives or penalties/liquidated damages) to the extent that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved (i.e., probable and estimable). When a contract has a single performance obligation, the entire transaction price is attributed to that performance obligation. When a contract has more than one performance obligation, the transaction price is allocated to each performance obligation based on estimated relative standalone selling prices of the goods or services at the inception of the contract, which typically is determined using cost plus an appropriate margin. Subsequent to the inception of a contract in our Construction segment, the transaction price could change for various reasons, including executed or unapproved change orders, and unresolved contract modifications and/or affirmative claims. Changes that are accounted for as an adjustment to existing performance obligations are allocated on the same basis at contract inception. Otherwise, changes are accounted for as separate performance obligation(s) and the separate transaction price is allocated as discussed above. Changes are made to the transaction price from unapproved change orders to the extent the amount can be reasonably estimated and recovery is probable. F-12 Table of Contents On certain projects we have submitted and have pending unresolved contract modifications and/or affirmative claims (“affirmative claims”) to recover additional costs and the associated profit, if applicable, to which we believe we are entitled under the terms of contracts with customers, subcontractors, vendors or others. The owners or their authorized representatives and/or other third parties may be in partial or full agreement with the modifications or affirmative claims, or may have rejected or disagree entirely or partially as to such entitlement. Changes are made to the transaction price from affirmative claims with customers to the extent that additional revenue on a claim settlement with a customer is probable and estimable. A reduction to costs related to affirmative claims with non-customers with whom we have a contractual arrangement (“back charges”) is recognized when the estimated recovery is probable and estimable. Recognizing affirmative claims and back charge recoveries requires significant judgments of certain factors including, but not limited to, dispute resolution developments and outcomes, anticipated negotiation results, and the cost of resolving such matters. Generally, performance obligations related to contracts in our Construction segment are satisfied over time because our performance typically creates or enhances an asset that the customer controls as the asset is created or enhanced. We recognize revenue as performance obligations are satisfied and control of the promised good and/or service is transferred to the customer. Revenue in our 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. All contract costs, including those associated with affirmative claims, change orders and back charges, are recorded as incurred and revisions to estimated total costs are reflected as soon as the obligation to perform is determined. Contract costs consist of direct costs on contracts, including labor and materials, amounts payable to subcontractors, direct overhead costs and equipment expense (primarily depreciation, fuel, maintenance and repairs). The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our estimates of the forecasted revenue and cost to complete each project. Cost estimates for all of our significant projects use a detailed “bottom up” approach. There are a number of factors that can contribute to revisions in estimates of contract cost and profitability. The most significant of these include: • changes in costs of labor and/or materials; • subcontractor costs, availability and/or performance issues; • extended overhead and other costs due to owner, weather and other delays; • changes in productivity expectations; • changes from original design on design-build projects; • our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs; • a change in the availability and proximity of equipment and materials; • complexity in original design; • length of time to complete the project; • the availability and skill level of workers in the geographic location of the project; • site conditions that differ from those assumed in the original bid; • costs associated with scope changes; and • the customer’s ability to properly administer the contract. The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins may cause fluctuations in gross profit and gross profit margin from period to period. Significant changes in revenue and cost estimates, particularly in our larger, more complex, multi-year projects have had, and can in future periods have, a significant effect on our profitability. All state and federal government contracts and many of our other contracts provide for termination of the contract at the convenience of the party contracting with us, with provisions to pay us for work performed through the date of termination including demobilization cost. Costs to obtain our contracts (“pre-bid costs”) that are not expected to be recovered from the customer are expensed as incurred and included in selling, general and administrative expenses in our consolidated statements of operations. Although unusual, pre-bid costs that are explicitly chargeable to the customer even if the contract is not obtained are included in accounts receivable in our consolidated balance sheets when we are notified that we are not the low bidder with a corresponding reduction to selling, general and administrative expenses in our consolidated statements of operations. Unearned Revenue: 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 F-13 Table of Contents 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, 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. Substantially all of the contracts in our unearned revenue may be canceled or modified at the election of the customer; however, we have not been materially adversely affected by contract cancellations or modifications in the past. Many projects are added to unearned revenue and completed within the same fiscal quarter or year and, therefore, may not be reflected in our beginning or ending unearned revenue. Balance Sheet Classifications: Prepaid expenses and amounts receivable and payable under construction contracts (principally retentions) that may exist over the duration of the contract and could extend beyond one year are included in current assets and liabilities. A one-year time period is used as the basis for classifying all other current assets and liabilities. Cash and Cash Equivalents : Cash equivalents are securities having maturities of three months or less from the date of purchase. Our access to joint venture cash may be limited by the provisions of the joint venture agreements. Contract Assets: Our contract assets include costs and estimated earnings in excess of billings as well as amounts due under contractual retention provisions. Costs and estimated earnings in excess of billings represent amounts earned and reimbursable under contracts, including customer affirmative claim recovery estimates, and have a conditional right for billing and payment such as achievement of milestones or completion of the project. Generally, with the exception of customer affirmative claims, such unbilled amounts will become billable according to the contract terms and generally will be billed and collected over the next twelve months. Settlement with the customer of outstanding affirmative claims is dependent on the claims resolution process and could extend beyond one year. Based on our historical experience, we generally consider the collection risk related to billable amounts to be low. However, when events or conditions indicate that it is probable that the amounts become unbillable, the transaction price and associated contract asset is reduced. Certain contracts in our Construction segment include retention provisions to provide assurance to our customers that we will perform in accordance with the contract terms and are not considered a financing benefit under ASC Topic 606. The balances billed but not paid by customers pursuant to these provisions generally become due upon completion and acceptance of the project work or products by the customer. Marketable Securities : We determine the classification of our marketable securities at the time of purchase and re-evaluate these determinations at each balance sheet date. Our marketable securities are fixed income marketable securities and are classified as held-to-maturity as we have the positive intent and ability to hold the securities to maturity. Held-to-maturity investments are stated at amortized cost and are periodically assessed for other-than-temporary impairment. Amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity and is included in interest income. The cost of securities redeemed or called is based on the specific identification method. Derivative Instruments: We recognize derivative instruments as either assets or liabilities in the consolidated balance sheets at fair value using Level 2 inputs. To receive hedge accounting treatment, derivative instruments that are designated as cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. We formally document our hedge relationships at inception, including identification of the hedging instruments and the hedged items, our risk management objectives and strategies for undertaking the hedge transaction, and the initial quantitative assessment of the hedging instrument’s effectiveness in offsetting changes in the fair value of the hedged items. The effective portion of the gain or loss on cash flow hedges is reported as a component of accumulated other comprehensive income (loss) and subsequently reclassified to the consolidated statements of operations when the periodic hedged cash flows are settled. Adjustments to fair value on derivative instruments that are not part of a designated hedging relationship are reported through the consolidated statements of operations. We do not enter into derivative instruments for speculative or trading purposes. 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. They will not be remeasured as long as they continue to meet the conditions for equity classification. F-14 Table of Contents Fair Value of Financial Assets and Liabilities: We measure and disclose certain financial assets and liabilities at fair value. ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC Topic 820 describes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We utilize the active market approach to measure fair value for our financial assets and liabilities. We report separately each class of assets and liabilities measured at fair value on a recurring basis and include assets and liabilities that are disclosed but not recorded at fair value in the fair value hierarchy. Allowance for Credit Losses: Financial assets, which potentially subject us to credit losses, consist primarily of short and long-term marketable securities, receivables, contract assets and long-term notes receivables included in other noncurrent assets in our consolidated balance sheets. We measure expected credit losses of financial assets based on historical loss and other information available to management using a loss rate method applied to asset groups with categorically similar risk characteristics. These expected credit losses are recorded to an allowance for credit losses valuation account that is deducted from receivables and contract assets to present the net amount expected to be collected on the financial asset in the consolidated balance sheets. Concentrations of Credit Risk: Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents, marketable securities, accounts receivable and contract assets. We maintain our cash and cash equivalents and our marketable securities with several financial institutions. We invest with high credit quality financial institutions and, by policy, limit the amount of credit exposure to any one financial institution. During the years ended December 31, 2025, 2024 and 2023, our largest volume customer, including both prime and subcontractor arrangements, was the California Department of Transportation (“Caltrans”). Revenue recognized from contracts with Caltrans during the years ended December 31, 2025, 2024 and 2023 represented $ 446.6 million ( 10.1 % of total revenue), $ 567.6 million ( 14.2 % of total revenue), and $ 458.2 million ( 13.1 % of total revenue), respectively, which was primarily in the Construction segment. Other than Caltrans, none of our customers, including both prime and subcontractor arrangements, had revenue that individually exceeded 10% of total revenue during the year ended December 31, 2025, December 31, 2024, or December 31, 2023. The majority of our receivables are from customers concentrated in the United States. None of our customers had a receivable balance in excess of 10% of our total net receivables as of December 31, 2025 and 2024. Certain construction contracts include retention provisions that were included in contract assets as of December 31, 2025 and 2024 in our consolidated balance sheets. The balances billed but not paid by customers pursuant to these provisions generally become due upon completion and acceptance of the project work or products by the owners. The majority of the December 31, 2025 contract retention balance disclosed in Note 6 is expected to be collected within one year. We perform ongoing credit evaluations of our customers and generally do not require collateral, although the law provides us the ability to file mechanics’ liens on real property improved for private customers in the event of non-payment by such customers. Foreign Currency Transactions and Translation: In the periods presented we had operations in Mexico and Canada which involved exposure to possible volatile movements in foreign currency exchange rates. We account for foreign currency exchange transactions and translation in accordance with ASC Topic 830, Foreign Currency Matters . In the third quarter of 2023, we began the wind down of our international mineral services operations which operated in Mexico and Canada. Our Materials Segment continues to have international operations in Canada. In Mexico, most of our customer contracts and a significant portion of our costs were denominated in U.S. dollars; therefore, the functional currency was U.S. dollars. In Canada, the functional currency is the local currency. Foreign currency transactions are remeasured into the functional currency with gains and losses included in other income, net in the consolidated statements of operations. The impact from foreign currency transactions was immaterial for 2025, 2024 and 2023. Assets and liabilities in functional currency are translated into U.S. dollars at exchange rates prevailing at the balance sheet date. Revenues and expenses are translated into U.S. dollars at average foreign currency exchange rates prevailing during the reporting periods. The translation adjustments F-15 Table of Contents from functional currency to U.S. dollars are reported in accumulated other comprehensive income on the consolidated balance sheets. Inventories: Inventories relating to our operations consist primarily of quarry products, contract-specific materials and water well drilling materials, supplies, as well as mineral extraction and drilling supplies located primarily in the U.S. Cost of inventories are valued at the lower of average cost or net realizable value . We reserve quarry products based on estimated quantities of materials on hand in excess of approximately one year of demand. Investments in Affiliates : Each investment accounted for under the equity method of accounting is reviewed for impairment in accordance with ASC Topic 323, Investments - Equity Method and Joint Ventures. We account for our share of the operating results of the equity method investments in equity in income from affiliates, net in the consolidated statements of operations and as a single line item in the consolidated balance sheets as investments in affiliates. Our investments in affiliates include foreign entities, real estate ventures and an asphalt terminal entity. These investments are evaluated for impairment using the other-than-temporary impairment model, which requires an impairment charge to be recognized if our investment’s carrying amount exceeds its fair value, and the decline in fair value is deemed to be other than temporary. Recoverability is measured by comparison of carrying amounts to future undiscounted cash flows the investments are expected to generate. Events or changes in circumstances which would cause us to review undiscounted future cash flows include, but are not limited to: • significant adverse changes in legal factors or the business climate and • current period cash flow or operating losses combined with a history of losses, or a forecast of continuing losses associated with the use of the asset. In addition, events or changes in circumstances specifically related to our real estate ventures, include: • significant decreases in the market price of the asset; • accumulation of costs significantly in excess of the amount originally expected for the acquisition, development or construction of the asset; and • significant changes to the development or business plans of a project. Future undiscounted cash flows and fair value assessments for our foreign entities and for the asphalt terminal entity are estimated based on market conditions and the political climate. Future undiscounted cash flows and fair value assessments for our real estate ventures are estimated based on entitlement status, market conditions, cost of construction, debt load, development schedules, status of joint venture partners and other factors applicable to the specific project. Fair value is estimated based on the expected future cash flows attributable to the asset or group of assets and on other assumptions that market participants would use in determining fair value, such as market discount rates, transaction prices for other comparable assets, and other market data. Our estimates of cash flows may differ from actual cash flows due to, among other things, fluctuations in interest rates, decisions made by jurisdictional agencies, economic conditions, or changes to our business operations. Property and Equipment : Property and equipment are stated at cost. Depreciation for construction and other equipment is calculated using accelerated methods over lives ranging from three to ten years , and the straight-line method over lives from two to twenty years for the remaining depreciable assets. We believe that accelerated methods best approximate the service provided by the construction and other equipment. Depletion of quarry property is based on the usage of depletable reserves. We frequently sell property and equipment that has reached the end of its useful life or no longer meets our needs, including depleted quarry property. At the time that an asset or an asset group meets the held for sale criteria as defined by ASC Topic 360, Property, Plant, and Equipment, depreciation is discontinued and we write it down to fair value less cost to sell, if the fair value is below the carrying value. Fair value is estimated by a variety of factors including, but not limited to, market comparative data, historical sales prices, broker quotes and third-party valuations. If material, such property is separately disclosed in the consolidated balance sheets, otherwise it is held in property and equipment until sold. The cost and accumulated depreciation or depletion of property sold or retired is removed from the consolidated balance sheets and the resulting gains or losses, if any, are reflected in operating income in the consolidated statements of operations for the period. In the case that we abandon an asset, an amount equal to the carrying amount of the asset, less salvage value, if any, will be recognized as expense in the period that the asset was abandoned. Repairs and maintenance are expensed as incurred. Costs related to the development of internal-use software during the preliminary project and post-implementation stages are expensed as incurred. Costs incurred during the application development stage are capitalized. 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 F-16 Table of Contents 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. Long-lived Assets: We review property and equipment and identifiable intangible assets for impairment at an asset group level whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Recoverability of these asset groups is measured by comparison of their carrying amounts to the future undiscounted cash flows the asset groups are expected to generate. If the asset groups are considered to be impaired, an impairment charge will be recognized equal to the amount by which the carrying amount of the asset group exceeds fair value. We group construction and plant equipment assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets. When an individual asset or group of assets is determined to no longer contribute to its vertically integrated construction and plant equipment asset group, it is assessed for impairment independently. As of December 31, 2025, identifiable intangible assets, which primarily include customer relationships, trademarks/trade names and permits, are being amortized over useful lives of one to thirty years . All identifiable intangible assets are amortized on a straight-line basis. Goodwill: 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 • Legacy Materials • Granite Southeast Construction • 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. Examples of such events or circumstances include, but are not limited to, the following: • a significant adverse change in the business climate; • a significant adverse change in legal factors or an adverse action or assessment by a regulator; • a more likely than not expectation that a segment or a significant portion thereof will be sold; or • the testing for recoverability of a significant asset group within the segment. In accordance with ASC Topic 350, Intangibles – Goodwill and Other, we can elect to perform a qualitative assessment to test a reporting unit’s goodwill for impairment or perform a quantitative impairment test. Based on a qualitative assessment, if we determine that the fair value of a reporting unit is more likely than not to be less than its carrying amount, the quantitative impairment test will be performed. In performing the quantitative goodwill impairment tests, we calculate the estimated fair value of the reporting unit in which the goodwill is recorded using the discounted cash flows and market multiple methods. The estimated fair value is compared to the carrying amount of the reporting unit, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the fair value of the reporting unit is less than its carrying amount, goodwill is impaired and the excess of the reporting unit’s carrying amount over the fair value is recognized as a non-cash impairment charge. Judgments inherent in these methods include the determination of appropriate discount rates, the amount and timing of expected future cash flows, revenue and margin growth rates, and appropriate benchmark companies. The cash flows used in our discounted cash flow model are based on five-year financial forecasts developed internally by management adjusted for market participant-based assumptions. Our discount rate assumptions are based on an assessment of the equity cost of capital and appropriate capital structure for our reporting units. To assess for reasonableness, we compare the estimated fair values of the reporting units to our current market capitalization. F-17 Table of Contents For our 2025 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. 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; 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. In the third quarter of 2023, in connection with our decision to wind down our international mineral services operations, we performed an interim goodwill impairment test on the former Mountain Group Construction reporting unit, which resulted in a $ 4.5 million non-cash impairment charge. This charge is included in Other costs, net in the consolidated statements of operations. Right of use Assets and Lease Liabilities: A lease contract conveys the right to use an underlying asset for a period of time in exchange for consideration. At inception, we determine whether a contract contains a lease by determining if there is an identified asset and if the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. At lease commencement, we measure and record a lease liability equal to the present value of the remaining lease payments, generally discounted using the borrowing rate on our secured debt as the implicit rate is not readily determinable on many of our leases. We use a quarterly maturity discount rate if it is not materially different than the discount rates applied to each of the leases in the portfolio. On the lease commencement date, the amount of the right of use assets consists of the following: • the amount of the initial measurement of the lease liability; • any lease payments made at or before the commencement date, minus any lease incentives received; and F-18 Table of Contents • any initial direct costs incurred. On a quarterly basis, we determine if subcontractor, vendor or service provider agreements contain embedded leases by assessing if an asset is explicitly or implicitly specified in the agreement and the counterparty has the right to substitute the asset. Most of our lease contracts do not have the option to extend or renew. We assess the option for individual leases, and we generally consider the base term to be the term of lease contracts. Lease contracts may contain non-lease components for which we elected to include both the lease and non-lease components as a single component and account for it as a lease. Contract Liabilities: Our contract liabilities consist of billings in excess of costs and estimated earnings, net of the related contract retention and provisions for losses. Billings in excess of costs and estimated earnings are billings to customers on contracts in advance of work performed, including advance payments negotiated as a contract condition. Generally, unearned project-related costs will be earned over the next twelve months. Provisions for losses are recognized in the consolidated statements of operations 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. Asset Retirement Obligations: We account for the costs related to legal obligations to reclaim aggregate mining sites and other facilities by recording our estimated asset retirement obligation at fair value using Level 3 inputs, capitalizing the estimated liability as part of the related asset’s carrying amount and allocating it to expense over the asset’s useful life. Warranties: 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 immaterial as of December 31, 2025 and 2024. Accrued Insurance Costs: We carry insurance policies to cover various risks, including general liability, automobile liability, workers compensation and employee medical expenses under which we are liable to reimburse the insurance company for certain losses. The amounts for which we are liable range from the first $ 0.5 million to $ 1.5 million per occurrence. We accrue for probable losses, both reported and unreported, that are reasonably estimable using actuarial methods based on historic trends, modified, if necessary, by recent events. The establishment of accruals for estimated losses associated with our insurance policies are based on actuarial studies that include known facts and interpretations of circumstances, including our experience with similar cases and historical trends involving claim payment patterns, pending levels of unpaid claims, claim severity, frequency patterns and changing regulatory and legal environments. Changes in our loss assumptions caused by changes in actual experience would affect our assessment of the ultimate liability and could have an effect on our operating results and financial position. Surety Bonds : We generally are required to provide various types of surety bonds that provide an additional measure of security for our performance under certain public and private sector contracts. Performance bonds do not have stated expiration dates; rather, we are generally released from the bonds after the owner accepts the work performed under contract. The ability to maintain bonding capacity to support our current and future level of contracting requires that we maintain cash and working capital balances satisfactory to our sureties. Performance Guarantees: The agreements with our joint venture partners (“partner(s)”) for both construction joint ventures and line item joint ventures define each partner’s management role and financial responsibility in the project. The amount of operational exposure is generally limited to our stated ownership interest. However, due to the joint and several nature of the performance obligations under the related owner contracts, if any of the partners fail to perform, we and the remaining partners, if any, would be responsible for performance of the outstanding work (i.e., we provide a performance guarantee). We estimate our liability for performance guarantees for our unconsolidated 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 with a corresponding increase in equity in construction joint ventures in the consolidated balance sheets. We reassess our liability when and if changes in circumstances occur. The liability and corresponding asset are removed from the consolidated balance sheets upon completion and customer acceptance of the project. 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 F-19 Table of Contents 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. Contingencies: We are currently involved in various claims and legal proceedings. Loss contingency provisions are recorded if the potential loss from any asserted or un-asserted claim or legal proceeding is considered probable and the amount can be reasonably estimated. If a potential loss is considered probable but only a range of loss can be determined, the low-end of the range is recorded. These accruals represent management’s best estimate of probable loss. Disclosure is also provided when it is reasonably possible and estimable that a loss will be incurred or when it is reasonably possible that the amount of a loss will exceed the amount recorded. Significant judgment is required in both the determination of probability of loss and the determination as to whether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best information available at the time. As additional information becomes available, we reassess the potential liability related to claims and litigation and may revise our estimates. We expense associated legal costs as they are incurred. See Note 20 for additional information. Stock-Based Compensation: We measure and recognize compensation expense, net of forfeitures, over the requisite vesting periods for all stock-based payment awards made and we recognize forfeitures as they occur. Stock-based compensation is included in selling, general and administrative expenses and cost of revenue on our consolidated statements of operations. Other Costs: 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. 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. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Disproportionate income tax effects which are stranded in accumulated other comprehensive income will be released using the item-by-item approach. We report a liability in accrued expenses and other current liabilities and in other long-term liabilities in the consolidated balance sheets for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in interest expense and other income, net in the consolidated statements of operations. Computation of Earnings per Share : Basic net income per share is computed using the weighted-average number of common shares outstanding during the period. 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 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. Convertible Notes : ASU 2020-06 simplified the accounting for convertible instruments resulting in accounting for convertible debt instruments as a single liability measured at its amortized cost. We adopted ASU 2020-06 effective January 1, 2022, using the modified retrospective transition approach under which financial results reported in prior periods were not adjusted. Upon adoption of this new accounting guidance, the 2.75 % Convertible Notes were accounted for entirely as a liability, and the issuance costs were accounted for wholly as debt issuance costs. Recently Issued Accounting Pronouncements: We closely monitor all ASUs issued by the FASB and other authoritative guidance. In November 2024, the FASB issued ASU 2024-03 , Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires public companies to disclose additional information about certain expenses in the notes to financial statements, enhancing transparency and providing more detailed insights for investors and other stakeholders. This ASU is effective commencing with our annual report for the year ending December 31, 2027, and quarterly periods thereafter. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures. 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 F-20 Table of Contents 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 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): 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. We adopted this ASU retrospectively for the year ended December 31, 2025. See Note 19 for more information. F-21 Table of Contents 2. Acquisitions 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. F-22 Table of Contents Preliminary Purchase Price Allocation The following table presents the preliminary purchase price allocation: (in thousands) Assets: 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 Liabilities: 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 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 F-23 Table of Contents 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) 2025 2024 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. F-24 Table of Contents 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. 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) 2025 2024 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. On August 9, 2024, we completed the acquisition of Dickerson & Bowen, Inc. (“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 expanded our footprint in that region. D&B’s customers are in both the public and private sectors. D&B's results have been included in the Construction and Materials segments since the acquisition date. 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) The unaudited pro forma financial information in the table below summarizes the combined results of operations of Granite and D&B as though the companies had been combined as of January 1, 2023. 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, 2023, nor does it intend to be a projection of future results. Years Ended December 31, 2024 2023 (unaudited, in thousands, except per share amounts) Revenue $ 4,062,791 $ 3,614,443 Net income attributable to Granite Construction Incorporated $ 134,470 $ 41,119 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. Acquisition and integration expenses related to D&B that were incurred during the year ended December 31, 2024 are reflected in the year ended December 31, 2023 due to the assumed timing of the transaction. The statutory tax rate of 26% was used for both 2024 and 2023 for the pro forma adjustments. 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. F-25 Table of Contents 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 an $ 18.2 million customer relationship intangible asset. We finalized the purchase price allocation during the third quarter of 2025. Goodwill 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. 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. Identifiable Intangible Assets The following table lists identifiable intangible assets from the D&B 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 $ 18,200 $ ( 1,289 ) $ 16,911 Trademarks/trade name 10 7,500 ( 1,063 ) 6,437 Permits 10 1,600 ( 227 ) 1,373 Total intangible assets $ 27,300 $ ( 2,579 ) $ 24,721 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, 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: $ 1.8 million in each year from 2026 to 2030; and $ 15.6 million thereafter. LRC/MSG 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. 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 and their customers are in both the public and private sectors. 3. Revisions in Estimates Our profit recognition related to construction contracts is based on estimates of transaction price and costs to complete each project. These estimates can vary significantly in the normal course of business as projects progress, circumstances develop and evolve, and uncertainties are resolved. Changes in estimates of transaction price and costs to complete may result in the reversal of previously recognized revenue if the current estimate adversely differs from the previous estimate. In addition, the estimated or actual recovery related to estimated costs associated with unresolved affirmative claims and back charges may be recorded in future periods or may be at values below the associated cost, which can cause fluctuations in the gross profit impact from revisions in estimates. When we experience significant revisions in our estimates, we undergo a process that includes reviewing the nature of the changes to ensure that there are no material amounts that should have been recorded in a prior period rather than as revisions in estimates for the current period. 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 F-26 Table of Contents 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. In our review of these changes for the years ended December 31, 2025, 2024 and 2023, we did not identify any material amounts that should have been recorded in a prior period. The projects with increases and decreases from revisions in estimates, which individually had an impact of $ 5.0 million or more on gross profit, are summarized as follows (dollars in millions, except per share data): Increases Years Ended December 31, 2025 2024 2023 Number of projects with upward estimate changes 8 3 1 Range of increase in gross profit from each project, net $ 5.6 - 10.9 $ 6.1 - 10.3 $ 8.1 Increase to project profitability, net $ 64.9 $ 25.6 $ 8.1 Increase to net income $ 51.0 $ 18.3 $ 6.9 Amounts attributable to non-controlling interests $ 6.5 $ — $ 3.2 Increase to net income attributable to Granite Construction Incorporated $ 44.5 $ 18.3 $ 3.6 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, 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. Decreases Years Ended December 31, 2025 2024 2023 Number of projects with downward estimate changes 3 4 6 Range of reduction in gross profit from each project, net $ 6.0 - 15.2 $ 5.6 - 24.2 $ 5.1 - 54.9 Decrease to project profitability, net $ 33.5 $ 50.2 $ 96.9 Decrease to net income $ 25.6 $ 37.0 $ 79.6 Amounts attributable to non-controlling interests $ — $ 3.9 $ 29.8 Decrease to net income attributable to Granite Construction Incorporated $ 25.6 $ 33.1 $ 49.8 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. 4. Disaggregation of Revenue 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. F-27 Table of Contents 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. 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, (in thousands) 2025 2024 2023 Construction segment revenue: Public $ 2,608,431 $ 2,531,379 $ 2,064,078 Private 1,046,449 883,846 928,176 Total Construction segment revenue 3,654,880 3,415,225 2,992,254 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 5. Unearned Revenue The following table presents our unearned revenue disaggregated by customer type as of the respective periods: (in thousands) December 31, 2025 December 31, 2024 Public $ 3,628,561 $ 2,801,273 Private 494,552 783,105 Total $ 4,123,113 $ 3,584,378 All unearned revenue is in the Construction segment. 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. 6. Contract Assets and Liabilities As a result of changes in contract transaction price related to performance obligations that were satisfied or partially satisfied prior to the end of the periods we recognized revenue of $ 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, 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. F-28 Table of Contents The components of the contract asset balances as of the respective dates were as follows: (in thousands) December 31, 2025 December 31, 2024 Costs in excess of billings and estimated earnings $ 73,079 $ 139,436 Contract retention 163,800 188,917 Total contract assets $ 236,879 $ 328,353 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, 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: (in thousands) December 31, 2025 December 31, 2024 Billings in excess of costs and estimated earnings $ 320,593 $ 288,495 Provisions for losses 6,779 11,176 Total contract liabilities $ 327,372 $ 299,671 The increase in contract liabilities is primarily due to increases in billings in excess of costs on new projects partially offset by reductions in provisions for losses as certain loss projects progress towards completion. 7. Receivables, net Receivables include billed and unbilled amounts for services provided to clients for which we have an unconditional right to payment as of the end of the applicable period and generally do not bear interest. The following table presents major categories of receivables: (in thousands) December 31, 2025 December 31, 2024 Contracts completed and in progress: Billed $ 297,157 $ 250,656 Unbilled 174,434 127,776 Total contracts completed and in progress 471,591 378,432 Materials sales 89,945 55,770 Other 70,484 78,309 Total gross receivables 632,020 512,511 Less: allowance for credit losses 1,628 769 Total net receivables $ 630,392 $ 511,742 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. 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. F-29 Table of Contents 8. 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 measurement levels (in thousands): Fair Value Measurement at Reporting Date Using December 31, 2025 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 231,865 $ — $ — $ 231,865 Other current assets: Interest rate swaps $ — $ 830 $ — $ 830 Total assets $ 231,865 $ 830 $ — $ 232,695 Accrued and other current liabilities: Heating oil swaps $ — $ 122 $ — $ 122 Total liabilities $ — $ 122 $ — $ 122 December 31, 2024 Cash equivalents: Money market funds $ 73,031 $ — $ — $ 73,031 Total assets $ 73,031 $ — $ — $ 73,031 Accrued and other current liabilities: Heating oil swaps — 531 — 531 Diesel collars — 177 — 177 Total liabilities $ — $ 708 $ — $ 708 Interest Rate Swaps In September 2025, we entered into two interest rate swaps designated as cash flow hedges with an effective date of January 2026. The two cash flow hedges had a combined initial notional amount of $ 350 million and mature in 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 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 for the years ended December 31, 2025 and 2024 was immaterial. F-30 Table of Contents Other Assets and Liabilities The carrying values and estimated fair values of financial instruments that are not required to be recorded at fair value in the 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 Assets: Held-to-maturity marketable securities (1) Corporate notes and bonds Level 1 $ 59,477 $ 59,757 $ — $ — U.S. 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): 3.75 % Convertible Notes (2) Level 2 $ 373,750 $ 950,013 $ 373,750 $ 738,724 3.25 % Convertible Notes (2) Level 2 $ 373,750 $ 597,206 $ 373,750 $ 491,582 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 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. See Note 14 for more information about our convertible notes and the Credit Agreement. The carrying value of marketable securities approximates their fair value as determined by market quotes. Rates currently available to us for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt. The carrying value of receivables and other amounts arising out of normal contract activities, including retentions, which may be settled beyond one year, is estimated to approximate fair value. At least annually, we measure certain nonfinancial assets and liabilities at fair value on a nonrecurring basis. As of December 31, 2025 and 2024, the nonfinancial assets and liabilities included our asset retirement and reclamation obligations, as well as assets and corresponding liabilities associated with performance guarantees. Asset retirement and reclamation obligations were measured using Level 3 inputs and performance guarantees were measured using Level 2 inputs. Asset retirement and reclamation obligations were initially measured using internal discounted cash flow calculations based upon our estimates of future retirement costs. To determine the fair value of the obligation, we estimate the cost for a third-party to perform the legally required reclamation including a reasonable profit margin. This cost is then increased for future estimated inflation based on the estimated years to complete and discounted to fair value using present value techniques with a credit-adjusted, risk-free rate. In estimating the settlement date, we evaluate the current facts and conditions to determine the most likely settlement date. We review reclamation obligations at least annually for a revision to the cost or a change in the estimated settlement date. Additionally, reclamation obligations are reviewed in the period that a triggering event occurs that would result in either a revision to the cost or a change in the estimated settlement date. See Note 11 for details of the asset retirement obligation balances. 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. During the years ended December 31, 2025 and 2024, we had no material nonfinancial asset and liability fair value adjustments. F-31 Table of Contents 9. Construction Joint Ventures We participate in various construction joint ventures. As discussed in Note 1, we have determined that certain of these joint ventures are consolidated because they are VIEs and we are the primary beneficiary. We continually evaluate whether there are changes in the status of the VIEs or changes to the primary beneficiary designation of the VIE. Based on our assessments during the years ended December 31, 2025, 2024 and 2023, we determined no change was required for existing joint ventures. Due to the joint and several nature of the performance obligations under the related owner contracts, if any of our partners fail to perform, we and the remaining partners, if any, would be responsible for performance of the outstanding work (i.e., we provide a performance guarantee). At December 31, 2025, there was $ 46.4 million of remaining contract value on unconsolidated and line item construction joint venture contracts of which $ 15.9 million represented our share and the remaining $ 30.5 million represented our partners’ share. We are not able to estimate amounts that may be required beyond the current remaining forecasted cost of the work to be performed. These forecasted costs could be offset by billings to the customer or by proceeds from our partners’ corporate and/or other guarantees. See Note 13 for disclosure of the performance guarantee amounts recorded in the consolidated balance sheets and Note 1 for additional discussion regarding performance guarantees. Consolidated Construction Joint Ventures At December 31, 2025, we were engaged in nine active CCJV projects. Our proportionate share of the equity in these joint ventures was between 50.0 % and 70.0 %. During the years ended December 31, 2025, 2024 and 2023, total revenue from CCJVs was $ 330.5 million, $ 349.5 million and $ 307.2 million, respectively. During the years ended December 31, 2025, 2024 and 2023, CCJVs provided $ 105.1 million, and used $ 69.8 million and $ 38.1 million of operating cash flows, respectively. As of December 31, 2025, our share of revenue remaining to be recognized on these CCJVs was $ 350.3 million and ranged from $ 0.5 million to $ 252.9 million by project. Unconsolidated Construction Joint Ventures 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, 2025, we were engaged in two active unconsolidated construction joint venture projects. Our proportionate share of the equity in these unconsolidated construction joint ventures ranged from 30.0 % to 40.0 %. As of December 31, 2025, our share of the revenue remaining to be recognized on these unconsolidated construction joint ventures was $ 3.8 million and ranged from $ 0.6 million to $ 3.2 million by project. F-32 Table of Contents The following is summary financial information related to unconsolidated construction joint ventures: (in thousands) December 31, 2025 December 31, 2024 Assets: Cash, cash equivalents and marketable securities $ 118,207 $ 94,856 Other current assets (1) 547,968 599,625 Noncurrent assets 17,823 35,886 Less: partners’ interest 485,296 498,872 Granite’s interest (1),(2) $ 198,702 $ 231,495 Liabilities: Current liabilities $ 110,513 $ 151,655 Less: partners’ interest and adjustments (3) 43,396 57,437 Granite’s interest $ 67,117 $ 94,218 Equity in construction joint ventures (4) $ 131,585 $ 137,277 (1) Included in this balance and in accrued expenses and other current liabilities on the consolidated balance sheets as of December 31, 2025 and 2024 was $ 34.3 million and $ 55.5 million, respectively, related to performance guarantees (see Note 13). (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. (3) Partners’ interest and adjustments includes amounts to reconcile total net assets as reported by our partners to Granite’s interest adjusted to reflect our accounting policies and estimates primarily related to contract forecast differences. (4) Included in this balance and in accrued expenses and other current liabilities on our consolidated balance sheets was $ 3.1 million and $ 3.7 million as of December 31, 2025 and 2024, respectively, related to deficits in unconsolidated construction joint ventures which includes provisions for losses. Years Ended December 31, 2025 2024 2023 (in thousands) Revenue Total $ 40,019 $ 66,871 $ 66,738 Less: partners’ interest and adjustments (1) 15,882 39,081 42,230 Granite’s interest $ 24,137 $ 27,790 $ 24,508 Cost of revenue Total $ 57,173 $ 95,448 $ 95,448 Less: partners’ interest and adjustments (1) 39,327 60,603 51,359 Granite’s interest $ 17,846 $ 34,845 $ 44,089 Granite’s interest in gross profit (loss) $ 6,291 $ ( 7,055 ) $ ( 19,581 ) Net Loss Total $ ( 12,502 ) $ ( 21,837 ) $ ( 24,843 ) Less: partners’ interest and adjustments (1) ( 20,124 ) ( 16,735 ) ( 6,226 ) 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. (2) These joint ventures' net loss amounts exclude our corporate overhead required to manage the joint ventures and include taxes only to the extent the applicable states have joint venture level taxes. Line Item Joint Ventures 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. F-33 Table of Contents 10. Investments in Affiliates Our investments in affiliates balance is related to our investments in unconsolidated non-construction entities that we account for using the equity method of accounting, including investments in foreign affiliates, real estate ventures and an asphalt terminal entity. The foreign affiliates in which we are invested are engaged in mineral drilling services and the manufacture and supply of drilling equipment, parts and supplies in Latin America. The real estate ventures were formed to accomplish specific real estate development projects in which our wholly owned subsidiary, Granite Land Company, participates with third-party partners. The asphalt terminal entity is a 50 % interest in a limited liability company which owns and operates an asphalt terminal and operates an emulsion plant in Nevada. We have determined that the real estate ventures are not consolidated because although they are VIEs, we are not the primary beneficiary. We have determined that the foreign affiliates and the asphalt terminal entity are not consolidated because they are not VIEs and we do not hold the majority voting interest. As such, these entities are accounted for using the equity method. Our investments in affiliates balance consists of equity method investments in the following types of entities: (in thousands) December 31, 2025 December 31, 2024 Foreign $ 75,838 $ 72,075 Real estate 4,120 4,552 Asphalt terminal 16,806 17,404 Total investments in affiliates $ 96,764 $ 94,031 The following table provides summarized balance sheet information for our affiliates accounted for under the equity method on a combined basis: (in thousands) December 31, 2025 December 31, 2024 Current assets $ 215,601 $ 205,235 Noncurrent assets 122,280 130,451 Total assets $ 337,881 $ 335,686 Current liabilities $ 73,005 $ 68,679 Long-term liabilities (1) 51,087 45,007 Total liabilities $ 124,092 $ 113,686 Net assets $ 213,789 $ 222,000 Granite’s share of net assets $ 96,764 $ 94,031 (1) This balance is primarily related to local bank debt for equipment purchases, working capital in our foreign affiliates and debt associated with our real estate investments. Of the $ 337.9 million in total assets as of December 31, 2025, we had investments in two real estate ventures with total assets of $ 28.9 million and $ 11.3 million, our foreign affiliates had total assets of $ 261.2 million, and the asphalt terminal entity had total assets of $ 36.5 million. As of December 31, 2025 and 2024, all of the equity method investments in real estate ventures were in residential real estate in Texas and California. As of December 31, 2025, our percent ownership in the real estate ventures ranged from 10 % to 25 %. We have direct and indirect investments in our foreign affiliates, and our percent ownership in foreign affiliates ranged from 25 % to 50 % as of December 31, 2025. F-34 Table of Contents The following table provides summarized statements of operations information for our affiliates accounted for under the equity method on a combined basis (in thousands): Years Ended December 31, 2025 2024 2023 (in thousands) Revenue $ 392,219 $ 395,492 $ 476,361 Gross profit $ 77,043 $ 94,618 $ 142,139 Income before taxes $ 41,684 $ 58,080 $ 99,108 Net income $ 31,822 $ 49,521 $ 86,124 Granite’s interest in affiliates’ net income $ 14,958 $ 16,982 $ 25,748 11. Property and Equipment, net The following table presents the major classes of assets and total accumulated depreciation and depletion: (in thousands) December 31, 2025 December 31, 2024 Equipment and vehicles $ 1,466,624 $ 1,211,208 Quarry property 588,571 256,043 Land and land improvements 174,659 128,124 Buildings and leasehold improvements 121,165 115,147 Office furniture and equipment 84,145 75,078 Property and equipment 2,435,164 1,785,600 Less: accumulated depreciation and depletion 1,174,341 1,069,416 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. As discussed in Note 1, we have asset retirement obligations, which are liabilities associated with our legally required obligations to reclaim owned and leased quarry property and related facilities. As of December 31, 2025 and 2024, $ 9.5 million and $ 6.6 million, respectively, of our asset retirement obligations were included in accrued expenses and other current liabilities and $ 35.8 million and $ 37.8 million, respectively, were included in other long-term liabilities in the consolidated balance sheets. Of the amount included in other long-term liabilities as of December 31, 2025, $ 5.6 million is expected to be settled in 2027, $ 0.9 million in 2028, $ 5.0 million in 2029, $ 2.1 million in 2030 and the remaining $ 22.2 million is expected to be settled thereafter. The following table summarizes the asset retirement obligation balances for the periods presented (in thousands): Years Ended December 31, 2025 2024 Beginning balance $ 44,402 $ 38,529 Acquisition additions 1,574 2,500 Revisions to estimates ( 911 ) 3,996 Liabilities settled ( 1,675 ) ( 2,351 ) Accretion 1,920 1,728 Ending balance $ 45,310 $ 44,402 F-35 Table of Contents 12. Intangible Assets Goodwill The following table presents the goodwill balance by reportable segment: (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 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, 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. F-36 Table of Contents 13. Accrued Expenses and Other Current Liabilities (in thousands) December 31, 2025 December 31, 2024 Payroll and related employee benefits $ 145,384 $ 119,510 Accrued insurance 84,470 80,797 Performance guarantees 34,273 55,488 Short-term lease liabilities 32,726 20,165 Other 51,326 47,996 Total $ 348,179 $ 323,956 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. 14. Debt (in thousands) December 31, 2025 December 31, 2024 3.25 % Convertible Notes due 2030 $ 373,750 $ 373,750 3.75 % Convertible Notes due 2028 373,750 373,750 Credit Agreement - Term Loan 600,000 — Credit Agreement - Revolver — — Debt issuance costs and other ( 8,371 ) ( 8,452 ) Total debt $ 1,339,129 $ 739,048 Less: current maturities 375,896 1,109 Total long-term debt $ 963,233 $ 737,939 Credit Agreement 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. 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 F-37 Table of Contents 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 On June 11, 2024, we issued $ 373.8 million aggregate principal amount of our 3.25 % Convertible Notes. The 3.25 % Convertible Notes bear interest at a rate of 3.25 % per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2024. The 3.25 % Convertible Notes mature on June 15, 2030, unless earlier converted, redeemed or repurchased. Prior to the close of business on the business day immediately preceding December 15, 2029, the 3.25 % Convertible Notes will be convertible at the option of the holders only upon the occurrence of certain events and during certain periods. Thereafter, the 3.25 % 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 their maturity date. 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, 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. On or after June 21, 2027, we will be able to redeem for cash all or any portion of the 3.25 % Convertible Notes, at our option, if the last reported sale price of Granite’s common stock is equal to or greater than 130 % of the conversion price for a specified period of time at a redemption price equal to 100 % of the principal amount of the 3.25 % Convertible Notes to be redeemed, plus accrued but unpaid interest to, but excluding, the redemption date. The indenture governing the 3.25 % Convertible Notes contains customary events of default. In the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, with respect to us or our significant subsidiaries, all outstanding 3.25 % Convertible Notes will become due and payable immediately without further action or notice. 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. 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 F-38 Table of Contents 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 On May 11, 2023, we issued $ 373.8 million aggregate principal amount of our 3.75 % Convertible Notes. The 3.75 % Convertible Notes bear interest at a rate of 3.75 % per annum payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2023 and mature on May 15, 2028, unless earlier converted, redeemed or repurchased. Prior to the close of business on the business day immediately preceding November 15, 2027, the 3.75 % Convertible Notes will be convertible at the option of the holders only upon the occurrence of certain events and during certain periods. 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 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. If certain corporate events that constitute a “make-whole fundamental change” as set forth in the indenture governing the 3.75 % Convertible Notes occur prior to the maturity date of the 3.75 % 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 3.75 % Convertible Notes in connection with such event or notice of redemption. 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. The indenture governing the 3.75 % Convertible Notes contains customary events of default. In the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, with respect to us or our significant subsidiaries, all outstanding 3.75 % Convertible Notes will become due and payable immediately without further action or notice. 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. 2023 Capped Call Transactions In May 2023, we entered into capped call transactions (the “2023 capped call transactions”) in connection with the offering of the 3.75 % Convertible Notes. The 2023 capped call transactions are expected generally to reduce the potential dilution to our common stock upon conversion of the 3.75 % Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 3.75 % Convertible Notes, as the case may be. 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 Our unconsolidated investments in real estate ventures are subject to mortgage indebtedness. This indebtedness is non-recourse to Granite but is recourse to the real estate venture. The terms of this indebtedness are typically renegotiated to reflect the evolving nature of the real estate project as it progresses through acquisition, entitlement, development and leasing. Modification of these terms may include changes in loan-to-value ratios requiring the real estate venture to repay portions of the debt. The debt associated with our unconsolidated non-construction entities is disclosed in Note 10. F-39 Table of Contents Covenants and Events of Default Our Credit Agreement requires us to comply with various affirmative, restrictive and financial covenants, including the financial covenants described below. Our failure to comply with these covenants would constitute an event of default under the Credit Agreement. Additionally, the 3.25 % Convertible Notes and 3.75 % Convertible Notes are governed by the terms and conditions of their respective indentures. Our failure to pay principal, interest or other amounts when due or within the relevant grace period on our 3.25 % Convertible Notes, our 3.75 % Convertible Notes or our Credit Agreement would constitute an event of default under the 3.25 % Convertible Notes indenture, the 3.75 % Convertible Notes indenture or the Credit Agreement. A default under our Credit Agreement could result in (i) us no longer being entitled to borrow under such facility; (ii) the termination of such facility; (iii) the requirement that any letters of credit under such facility be cash collateralized; (iv) the acceleration of amounts owed under the Credit Agreement; and/or (v) the foreclosure on any collateral securing the obligations under such facility. A default under the 3.25 % Convertible Notes indenture or the 3.75 % Convertible Notes indenture could result in acceleration of the maturity of the notes. The financial covenants under the terms of our Credit Agreement 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. We are not aware of any non-compliance by any of our unconsolidated real estate ventures with the covenants contained in their debt agreements. Debt Issuance Costs During the 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. 15. Leases We have leases for office and shop space, as well as for equipment primarily utilized in our construction projects. As of December 31, 2025, our lease contracts were primarily classified as operating leases and had terms ranging from month-to-month to 99 years. As of December 31, 2025 and 2024, right of use assets and long term lease liabilities were separately presented and short term lease liabilities of $ 32.7 million and $ 20.2 million, respectively, were included in accrued expenses and other current liabilities in our consolidated balance sheets. As of December 31, 2025, we had no lease contracts that had not yet commenced but created significant rights and obligations. Lease expense was $ 35.6 million, $ 24.5 million, $ 21.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025 and 2024 our weighted-average remaining lease term was 8.3 years and 8.4 years, respectively, and the weighted-average discount rate was 5.43 % and 5.34 %, respectively. As of December 31, 2025, the lease liability is equal to the present value of the remaining lease payments, discounted using the incremental borrowing rate on our secured debt, using one maturity discount rate that is updated quarterly, as it is not materially different than the discount rates applied to each of the leases in the portfolio. The following table summarizes the maturities of our undiscounted lease liabilities outstanding as of December 31, 2025 (in thousands): 2026 $ 42,662 2027 36,915 2028 30,794 2029 18,520 2030 12,799 Thereafter 73,568 Total future minimum lease payments $ 215,258 Less: imputed interest ( 56,799 ) Total $ 158,459 F-40 Table of Contents Royalties 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; $ 2.0 million in 2027; $ 1.9 million in 2028; $ 1.8 million in 2029; $ 1.9 million in 2030; and $ 23.2 million thereafter. 16. Employee Benefit Plans 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 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. Our 401(k) matching contributions to the 401(k) Plan for the years ended December 31, 2025, 2024 and 2023 were $ 24.5 million, $ 20.0 million, and $ 18.6 million, respectively. Profit sharing contributions from us may be made to the 401(k) Plan in an amount determined by the Board of Directors. We made no profit sharing contributions during the years ended December 31, 2025, 2024 and 2023. Lehman-Roberts/Memphis Stone & Gravel 401(k) Retirement Plan: 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 : We offer a Non-Qualified Deferred Compensation Plan (“NQDC Plan”) to a select group of our highly compensated employees and non-employee directors. The NQDC Plan provides participants the opportunity to defer payment of certain compensation as defined in the NQDC Plan. Our NQDC Plan obligations are funded through a Rabbi Trust which was fully funded as of December 31, 2025. The assets held by the Rabbi Trust at December 31, 2025 and 2024 are substantially in the form of Company-owned life insurance and are included in other noncurrent assets in the consolidated balance sheets. As of December 31, 2025, there were 61 active participants in the NQDC Plan. NQDC Plan obligations were $ 31.6 million and $ 27.8 million as of December 31, 2025 and 2024, respectively, and were primarily included in other long-term liabilities in the consolidated balance sheets. In addition, we had supplemental retirement benefits of $ 3.4 million and $ 3.4 million in other long-term liabilities in the consolidated balance sheets as of December 31, 2025 and 2024, respectively. Our significant obligations related to the NQDC Plan are $ 3.8 million in 2026, $ 2.8 million in 2027, $ 2.9 million in 2028, $ 1.6 million in 2029, $ 1.7 million in 2030 and $ 18.8 million thereafter. Multi-employer Pension Plans : 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: • Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. • If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. • If we chose to stop participating in some of the multi-employer plans, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. F-41 Table of Contents The following table presents our participation in these plans (dollars in thousands): Pension Protection Act (“PPA”) Certified Zone Status (1) Contributions 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 Green No $ 11,836 $ 10,972 $ 10,434 No 3/31/2026 6/30/2026 9/30/2026 3/31/2027 6/30/2027 10/31/2027 10/31/2028 6/30/2029 2/14/2030 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 Operating Engineers Pension Trust Fund 95-6032478 Green Green No 5,062 5,759 5,357 No 6/30/2028 All other funds (49 as of December 31, 2025) 24,114 22,105 20,466 Total contributions: $ 49,356 $ 45,811 $ 42,777 (1) The most recent PPA zone status available in 2025 and 2024 is for the plan’s year-end during 2024 and 2023, respectively. The zone status is based on information that we received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the orange zone are less than 80 percent funded and have an Accumulated Funding Deficiency in the current year or projected into the next six years, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. (2) The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. (3) Lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. Pension trust funds with a range of expiration dates have various collective bargaining agreements. Based upon the most recently available annual reports, our contribution to each of the individually significant plans listed in the table above was less than 5% of each plan’s total contributions. We currently have no intention of withdrawing from any of the multi-employer pension plans in which we participate that would result in a significant withdrawal liability. In addition, we do not have any significant future obligations or funding requirements related to these plans other than the ongoing contributions that are paid as hours are worked by plan participants. 17. Shareholders’ Equity Stock-based Compensation: On June 2, 2021, our stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”), which replaced the Amended and Restated 2012 Equity Incentive Plan (the “2012 Plan”) and no further awards may be granted under the 2012 Plan. 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 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 2,142,923 shares remained available for issuance under the 2024 Plan as of December 31, 2025. Restricted Stock Units: RSUs are issued for compensatory purposes. RSU stock compensation cost is measured at our common stock’s fair value based on the market price at the date of grant. We recognize stock compensation cost only for RSUs that we estimate will ultimately vest. We estimate the number of shares that will ultimately vest at each grant date based on our historical experience and adjust stock compensation cost based on changes in those estimates over time. F-42 Table of Contents 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. 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. A summary of the changes in our RSUs during the years ended December 31, 2025, 2024 and 2023 is as follows (shares in thousands): Years Ended December 31, 2025 2024 2023 RSUs Weighted-Average Grant-Date Fair Value per RSU RSUs Weighted-Average Grant-Date Fair Value per RSU RSUs Weighted-Average Grant-Date Fair Value per RSU Outstanding, beginning balance 546 $ 43.97 568 $ 37.05 568 $ 31.64 Granted 548 75.32 394 55.57 315 40.86 Vested ( 572 ) 63.53 ( 399 ) 45.84 ( 289 ) 30.83 Forfeited ( 19 ) 55.97 ( 16 ) 42.63 ( 27 ) 36.09 Outstanding, ending balance 504 $ 56.48 546 $ 43.97 568 $ 37.05 Compensation cost related to RSUs was $ 39.2 million ($ 29.0 million net of statutory tax rate), $ 19.6 million ($ 14.5 million net of statutory tax rate), and $ 10.5 million ($ 7.8 million net of statutory tax rate) for the years ended December 31, 2025, 2024 and 2023, respectively. The grant date fair value of RSUs vested during the years ended December 31, 2025, 2024 and 2023 was $ 36.3 million, $ 18.3 million and $ 8.9 million, respectively. As of December 31, 2025, there was $ 11.6 million of unrecognized compensation cost related to RSUs which will be recognized over a remaining weighted-average period of 1.4 years. 401(k) Plan: As of December 31, 2025, the 401(k) Plan owned 563,047 shares of our common stock. Dividends on shares held by the 401(k) Plan are charged to retained earnings and all shares held by the 401(k) Plan are treated as outstanding in computing our earnings per share. Share Repurchase Program: As announced on February 3, 2022, on February 1, 2022, the Board of Directors authorized us to purchase up to $ 300.0 million of our common stock at management’s discretion. During the 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. The specific timing and amount of any future repurchases will vary based on market conditions, securities law limitations and other factors. F-43 Table of Contents 18. 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 (in thousands, except per share data): Years Ended December 31, 2025 2024 2023 Numerator Net income attributable to common shareholders for basic earnings per share $ 193,003 $ 126,346 $ 43,599 Add: Interest expense, net of tax, related to Convertible Notes (1) 12,222 11,472 7,622 Net income attributable to common shareholders for diluted earnings per share $ 205,225 $ 137,818 $ 51,221 Denominator Weighted average common shares outstanding, basic 43,649 43,846 43,879 Add: Dilutive effect of RSUs 536 565 583 Add: Dilutive effect of Convertible Notes (1) 8,947 8,103 8,103 Weighted average common shares outstanding, diluted 53,132 52,514 52,565 Net income per share, basic $ 4.42 $ 2.88 $ 0.99 Net income per share, diluted $ 3.86 $ 2.62 $ 0.97 (1) The dilutive effect of the convertible notes was determined using the if-converted method. As the 3.75 % Convertible Notes will be convertible into cash, shares of our common stock or a combination thereof at our election, the 3.75 % Convertible Notes are assumed to be converted into common stock at the beginning of the reporting period, and the resulting shares are included in the denominator of the calculation. In addition, interest charges, net of any income tax effects are added back to the numerator of the calculation. For the 3.25 % Convertible Notes, we are required to settle the principal amount in cash and any conversion premium in excess of the principal amount in cash, shares of common stock, or a combination of cash and shares of common stock, at our election. As such, the 3.25 % Convertible Notes only have an impact on diluted earnings per share when the average share price of our common stock exceeds the conversion price. The 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. 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. 19. Income Taxes The following is a summary of income before income taxes (in thousands): Years Ended December 31, 2025 2024 2023 Domestic $ 275,706 $ 195,059 $ 92,552 Foreign and U.S. territories 13,121 1,133 ( 32,698 ) Total income before income taxes $ 288,827 $ 196,192 $ 59,854 F-44 Table of Contents The following is a summary of the provision for income taxes (in thousands): Years Ended December 31, 2025 2024 2023 Federal: Current $ 27,092 $ 29,754 $ 1,579 Deferred 23,999 11,803 23,331 Total federal 51,091 41,557 24,910 State: Current 15,274 10,612 3,565 Deferred 198 2,363 1,362 Total state 15,472 12,975 4,927 Foreign and U.S. territories: Current 2,309 1,824 ( 1,432 ) Deferred ( 396 ) ( 607 ) 1,862 Total foreign and U.S. territories 1,913 1,217 430 Total provision for income taxes $ 68,476 $ 55,749 $ 30,267 The following is a reconciliation of our provision for income taxes based on the Federal statutory tax rate to our effective tax rate (dollars in thousands): Years Ended December 31, 2025 (1) 2024 (2) 2023 (2) U.S. 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: Mexico: 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 Percentage depletion deduction ( 1,437 ) ( 0.5 ) ( 1,304 ) ( 0.7 ) ( 1,119 ) ( 1.9 ) Nondeductible goodwill — — — — ( 4,248 ) ( 7.1 ) 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 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). F-45 Table of Contents (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: (in thousands) December 31, 2025 December 31, 2024 Deferred tax assets: Receivables $ 2,170 $ 1,270 Insurance 14,563 15,307 Deferred compensation 13,647 11,884 Convertible debt - capped call amortization 15,009 19,852 Accrued compensation 6,198 5,048 Other accrued liabilities 3,834 2,073 Contract income recognition 12,308 16,822 Lease liabilities 38,521 19,678 Net operating loss carryforwards 28,134 29,182 Valuation allowance ( 24,389 ) ( 23,450 ) Other 5,119 4,199 Total deferred tax assets 115,114 101,865 Deferred tax liabilities: 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 liability $ ( 141,489 ) $ ( 13,874 ) The following is a summary of the net operating loss carryforwards at December 31, 2025: (in thousands) Expiration Gross Carryforward Tax Effected Carryforward Federal net operating loss carryforwards N/A $ 3,376 $ 709 State net operating loss carryforwards 2026-2045 $ 253,397 11,095 Foreign tax loss carryforwards 2026-2045 $ 55,818 16,330 Total net operating loss carryforwards $ 28,134 The federal, state and foreign net operating loss carryforwards above include unrecognized tax benefits taken in prior years and the net operating loss carryforward deferred tax asset is presented net of these unrecognized tax benefits in accordance with ASC Topic 740, Income Taxes . The federal and state net operating losses acquired during the Layne Christensen Company acquisition in 2018 are subject to Internal Revenue Code Section 382 limitations and may be limited in future periods and a portion may expire unused. As we expect to use the federal net operating loss carryforwards prior to expiration we believe that it is more likely than not that these deferred tax assets will be realized and no valuation allowance was deemed necessary. We have provided a valuation allowance on the net operating loss deferred tax asset or the net deferred tax assets for certain foreign, state and local jurisdictions because we do not believe it is more likely than not that they will be realized. The following is a summary of the change in valuation allowance: (in thousands) December 31, 2025 December 31, 2024 Beginning balance $ 23,450 $ 24,569 Additions (deductions), net 939 ( 1,119 ) Ending balance $ 24,389 $ 23,450 F-46 Table of Contents 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. There are generally no federal income taxes on dividends from foreign subsidiaries therefore we would only be subject to other taxes, such as withholding and local taxes, upon distribution of these earnings. We have $ 56.0 million of accumulated undistributed earnings that we consider indefinitely reinvested as of December 31, 2025. It is not practicable to determine the amount of taxes that would be payable upon remittance of these earnings. Deferred foreign withholding taxes have been provided on undistributed earnings of certain foreign subsidiaries and foreign affiliates where the earnings are not considered to be invested indefinitely. Uncertain tax positions: We file income tax returns in the U.S. 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. We file income tax returns in foreign jurisdictions where we operate. The returns are subject to examination which may be ongoing at any point in time and tax liabilities are recorded based on estimates of additional taxes which will be due upon settlement of those examinations. The tax years subject to examination by foreign tax authorities vary by jurisdiction, but generally we are no longer subject to examinations by taxing authorities for years before 2016. We had approximately $ 22.5 million and $ 22.4 million of total gross unrecognized tax benefits as of December 31, 2025 and 2024, respectively. 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. The following is a tabular reconciliation of unrecognized tax benefits (in thousands). The balances in the reconciliation are the gross amounts before considering reductions related to available net operating losses. The balance of unrecognized tax benefits net of available net operating losses is included in other long-term liabilities and accrued expenses and other current liabilities in the consolidated balance sheets: December 31, 2025 2024 2023 Beginning balance $ 22,359 $ 22,591 $ 22,756 Gross increases – prior period tax positions 99 — 77 Gross decreases – prior period tax positions — ( 162 ) — Settlements with taxing authorities/lapse of statute of limitations ( 2 ) ( 70 ) ( 242 ) 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. 20. Contingencies - Legal Proceedings Liabilities relating to legal proceedings and government inquiries, to the extent that we have concluded such liabilities are probable and the amounts of such liabilities are reasonably estimable, are recorded in the consolidated balance sheets. It is possible that future developments in our legal proceedings and inquiries could require us to (i) adjust or reverse existing accruals, or (ii) record new accruals that we did not originally believe to be probable or that could not be reasonably estimated. Such changes could be material to our financial condition, results of operations and/or cash flows in any particular reporting period. In addition, disclosure is required when a material loss is probable but not reasonably estimable, a material loss is reasonably possible but not probable, or when it is reasonably possible that the amount of a loss will exceed the amount recorded. The total liabilities for legal proceedings were immaterial as of December 31, 2025 and 2024. The total range of possible loss related to (i) matters considered reasonably possible, and (ii) reasonably possible amounts in excess of accrued losses recorded for probable loss contingencies, including those related to liquidated damages, could have a material impact on our consolidated financial statements if they become probable and the reasonably estimable amount is determined. Ordinary Course Legal Proceedings 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, F-47 Table of Contents see Note 1. 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. Some of the matters in which we or our joint ventures and affiliates are involved may involve compensatory, punitive, or other claims or sanctions that, if granted, could require us to pay damages or make other expenditures in amounts that are not probable to be incurred or cannot currently be reasonably estimated. In addition, in some circumstances our government contracts could be terminated, we could be suspended, debarred or incur other administrative penalties or sanctions, or payment of our costs could be disallowed. While any of our pending legal proceedings may be subject to early resolution as a result of our ongoing efforts to resolve the proceedings, whether or when any legal proceeding will be resolved is neither predictable nor guaranteed. 21. Reportable Segment Information We manage our operations under two reportable segments, Construction and Materials, which are distinguished by differences in business activities. 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 (“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. It also provides construction of various complex projects including infrastructure / site development, mining, public safety, tunnel, solar, battery storage and other power-related projects. The Materials segment focuses on production of aggregates, asphalt concrete, liquid asphalt and recycled materials production for internal use in our construction projects and for sale to third parties. The accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies (see Note 1). Our CODM evaluates segment performance and makes business decisions based on operating income, which excludes non-operating income or expense. Segment assets include property and equipment, intangibles, goodwill, inventory and equity in construction joint ventures. F-48 Table of Contents Summarized segment information is as follows (in thousands): Years Ended December 31, Construction Materials Total 2025 Total revenue from reportable segments $ 3,654,880 $ 1,044,727 $ 4,699,607 Elimination of intersegment revenue — ( 275,228 ) ( 275,228 ) Revenue 3,654,880 769,499 4,424,379 Cost of revenue 3,080,702 632,461 3,713,163 Gross profit 574,178 137,038 711,216 Selling, general and administrative expenses 223,910 41,885 265,795 Gain on sales of property and equipment, net ( 6,474 ) ( 13,935 ) ( 20,409 ) Operating income from reportable segments $ 356,742 $ 109,088 $ 465,830 Depreciation, depletion and amortization $ 86,508 $ 69,012 $ 155,520 Segment assets as of period end $ 702,445 $ 1,386,539 $ 2,088,984 2024 Total revenue from reportable segments $ 3,415,225 $ 839,176 $ 4,254,401 Elimination of intersegment revenue — ( 246,827 ) ( 246,827 ) Revenue 3,415,225 592,349 4,007,574 Cost of revenue 2,924,223 510,654 3,434,877 Gross profit 491,002 81,695 572,697 Selling, general and administrative expenses 189,078 29,205 218,283 Gain on sales of property and equipment, net ( 9,206 ) ( 835 ) ( 10,041 ) Operating income from reportable segments $ 311,130 $ 53,325 $ 364,455 Depreciation, depletion and amortization $ 71,634 $ 45,036 $ 116,670 Segment assets as of period end $ 603,913 $ 673,444 $ 1,277,357 2023 Total revenue from reportable segments $ 2,992,254 $ 717,369 $ 3,709,623 Elimination of intersegment revenue — ( 200,485 ) ( 200,485 ) Revenue 2,992,254 516,884 3,509,138 Cost of revenue 2,667,199 445,540 3,112,739 Gross profit 325,055 71,344 396,399 Selling, general and administrative expenses 177,040 12,730 189,770 Gain on sales of property and equipment, net ( 24,913 ) ( 3,274 ) ( 28,187 ) Operating income from reportable segments $ 172,928 $ 61,888 $ 234,816 Depreciation, depletion and amortization $ 43,828 $ 29,718 $ 73,546 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. F-49 Table of Contents A reconciliation of operating income from reportable segments to consolidated income before income taxes is as follows (in thousands): Years Ended December 31, 2025 2024 2023 Total operating income from reportable segments $ 465,830 $ 364,455 $ 234,816 Corporate selling, general and administrative expenses 141,766 115,879 104,696 Corporate (gain) loss on sales of property and equipment, net 202 1,277 ( 159 ) Other costs, net 41,416 39,936 50,217 Total operating income 282,446 207,363 80,062 Total other (income) expense, net ( 6,381 ) 11,171 20,208 Income before income taxes $ 288,827 $ 196,192 $ 59,854 A reconciliation of segment assets to consolidated total assets is as follows: (in thousands) December 31, 2025 December 31, 2024 Total assets for reportable segments $ 2,088,984 $ 1,277,357 Assets not allocated to segments: Cash and cash equivalents 529,220 578,330 Receivables, net 630,392 511,742 Other current assets, excluding segment assets 303,799 369,804 Property and equipment, net, excluding segment assets 30,000 30,654 Marketable securities 120,555 7,311 Investments in affiliates 96,764 94,031 Right of use assets 152,678 89,791 Other noncurrent assets 78,001 66,635 Consolidated total assets $ 4,030,393 $ 3,025,655 F-50