What changed in this filing

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Item 1. Financial Statements

2026-04-30 compared with 2025-11-06 · 230 added, 397 removed, 493 unchanged (56% of the section changed)

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current assets:

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Inventories 168,789 143,129

Equity in construction joint ventures 154,152 140,928

Equity in unconsolidated construction joint ventures 126,857 134,670

Other current assets ($ 3,343 and $ 3,255 related to CCJVs)

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issued and outstanding:

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

43,746,424 shares as of March 31, 2026 and 43,496,781 shares as of December 31, 2025

Additional paid-in capital 301,499 402,391

Accumulated other comprehensive income (loss) 868 ( 582 )

Accumulated other comprehensive income 2,995 1,581

Retained earnings 727,190 774,641

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(Unaudited - in thousands, except per share data)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Revenue $ 912,465 $ 699,547

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Gain on sales of property and equipment, net ( 2,949 ) ( 1,737 )

Operating income 143,651 104,298 207,465 146,819

Operating loss ( 31,133 ) ( 39,751 )

Other (income) expense:

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

Interest income ( 5,849 ) ( 6,268 )

1 unchanged sentence

Equity in income of affiliates, net ( 3,473 ) ( 1,094 )

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

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

Income before income taxes 147,525 109,446 215,001 130,028

Provision for income taxes 38,128 25,469 53,586 36,636

Net income 109,397 83,977 161,415 93,392

Other (income) expense, net 10,365 ( 63 )

Total other expense, net 17,375 332

Loss before income taxes ( 48,508 ) ( 40,083 )

Benefit from income taxes ( 12,119 ) ( 11,756 )

Net loss ( 36,389 ) ( 28,327 )

Amount attributable to non-controlling interests ( 5,310 ) ( 5,329 )

Net income attributable to Granite Construction Incorporated $ 102,929 $ 78,951 $ 140,973 $ 84,863

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

Net loss attributable to Granite Construction Incorporated $ ( 41,699 ) $ ( 33,656 )

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

Basic $ ( 0.96 ) $ ( 0.77 )

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GRANITE CONSTRUCTION INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited - in thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income $ 109,397 $ 83,977 $ 161,415 $ 93,392

Other comprehensive income (loss), net of tax

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

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

Three Months Ended March 31,

Net loss $ ( 36,389 ) $ ( 28,327 )

Other comprehensive income, net of tax

Net unrealized gain on cash flow hedges, net of tax $ 2,015 $ —

reclassification for net gains (losses) included in interest expense, net of tax ( 197 ) 185

Net change $ 1,818 $ 185

Foreign currency translation adjustments, net ( 404 ) 462

Other comprehensive income (loss), net of tax $ ( 129 ) $ 167 $ 1,450 $ ( 444 )

Comprehensive income, net of tax $ 109,268 $ 84,144 $ 162,865 $ 92,948

Non-controlling interests in comprehensive income, net of tax ( 6,468 ) ( 5,026 ) ( 20,442 ) ( 8,529 )

Comprehensive income attributable to Granite Construction Incorporated, net of tax $ 102,800 $ 79,118 $ 142,423 $ 84,419

Other comprehensive income, net of tax $ 1,414 $ 647

Comprehensive loss, net of tax $ ( 34,975 ) $ ( 27,680 )

Non-controlling interests in comprehensive loss, net of tax ( 5,310 ) ( 5,329 )

Comprehensive loss attributable to Granite Construction Incorporated, net of tax $ ( 40,285 ) $ ( 33,009 )

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

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Outstanding Shares Common Stock Additional

Capital Accumulated Other Comprehensive Income Retained Earnings Total Granite

Shareholders’ Equity Non-controlling Interests Total Equity

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

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

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

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

Restricted stock units (“RSUs”) vested 14,848 — — — — — — —

Dividends on common stock ($ 0.13 per share)

— — 67 — ( 5,755 ) ( 5,688 ) — ( 5,688 )

Transactions with non-controlling interests — — — — — — ( 8,874 ) ( 8,874 )

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

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

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

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

Other comprehensive income — — — 167 — 167 — 167

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

RSUs vested 10,264 — — — — — — —

Dividends on common stock ($ 0.13 per share)

— — 73 — ( 5,753 ) ( 5,680 ) — ( 5,680 )

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

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

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

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

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

Outstanding Shares Common Stock Additional

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

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43,496,781 $ 435 $ 402,391 $ 1,581 $ 774,641 $ 1,179,048 $ 42,485 $ 1,221,533

Net income — — — — 140,973 140,973 20,442 161,415

Net loss — — — — ( 41,699 ) ( 41,699 ) 5,310 ( 36,389 )

Other comprehensive income — — — 1,414 — 1,414 — 1,414

1 unchanged sentence

RSUs vested 404,349 4 ( 4 ) — — — — —

Dividends on common stock ($ 0.13 per share per quarter)

Repurchase of 3.75 % Convertible Notes

— — ( 178,804 ) — — ( 178,804 ) — ( 178,804 )

Partial unwind of capped call — — 55,112 — — 55,112 — 55,112

Dividends on common stock ($ 0.13 per share)

— — 65 — ( 5,752 ) ( 5,687 ) — ( 5,687 )

Transactions with non-controlling interests — — — — — — 1,124 1,124

Stock-based compensation expense and other ( 505 ) — 41,178 — — 41,178 — 41,178

Balances at September 30, 2025

Balances at March 31, 2026

43,746,424 $ 437 $ 301,499 $ 2,995 $ 727,190 $ 1,032,121 $ 48,919 $ 1,081,040

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

Net income — — — — 84,863 84,863 8,529 93,392

Other comprehensive loss — — — ( 444 ) — ( 444 ) — ( 444 )

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

Other comprehensive income — — — 647 — 647 — 647

Repurchases of common stock (1) ( 198,220 ) ( 2 ) ( 15,207 ) — — ( 15,209 ) — ( 15,209 )

RSUs vested 511,611 5 ( 5 ) — — — — —

Dividends on common stock ($ 0.13 per share per quarter)

Dividends on common stock ($ 0.13 per share)

— — 69 — ( 5,756 ) ( 5,687 ) — ( 5,687 )

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

Redemption of warrants — — 466 — — 466 — 466

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

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

Transactions with non-controlling interests — — — — — — ( 24,703 ) ( 24,703 )

Stock-based compensation expense and other ( 546 ) — 32,208 — — 32,208 — 32,208

Balances at September 30, 2024

Balances at March 31, 2025

43,737,491 $ 437 $ 427,804 $ 65 $ 565,223 $ 993,529 $ 44,763 $ 1,038,292

(1) Represents shares withheld related to employee taxes for RSUs vested under our equity incentive plans in 2025 and 2024, as well as 51,320 and 225,000 shares repurchased under our share repurchase program in 2025 and 2024, respectively.

(1) Represents shares withheld related to employee taxes for RSUs vested under our equity incentive plans in 2026 and 2025, as well as 200 shares repurchased under our share repurchase program in 2025.

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

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( Unaudited - in thousands )

Nine Months Ended September 30, 2025 2024

Three Months Ended March 31, 2026 2025

Operating activities:

Net income $ 161,415 $ 93,392

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

Net loss $ ( 36,389 ) $ ( 28,327 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation, depletion and amortization 42,012 30,171

Amortization related to long-term debt 2,305 1,081

Non-cash loss on debt extinguishment — 27,552

Convertible debt inducement expense and related charges 9,704 —

Gain on sales of property and equipment, net ( 2,949 ) ( 1,737 )

Stock-based compensation 41,186 32,217

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

Equity in net income from unconsolidated construction joint ventures ( 1,387 ) ( 1,246 )

Net income from affiliates ( 3,473 ) ( 1,094 )

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Accrued expenses and other liabilities, net ( 37,209 ) ( 31,741 )

Net cash provided by operating activities $ 289,612 $ 283,549

Net cash provided by (used in) operating activities $ ( 30,872 ) $ 3,647

Investing activities:

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Proceeds from sales of property and equipment 8,646 3,449

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

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

Other investing activities 992 —

Net cash used in investing activities $ ( 947,793 ) $ ( 211,107 )

Net cash provided by (used in) investing activities $ 22,497 $ ( 156,310 )

Financing activities:

Proceeds from long-term debt 610,000 —

Proceeds from issuance of convertible notes — 373,750

Debt principal repayments ( 10,831 ) ( 310,226 )

Capped call transactions — ( 46,046 )

Redemption of warrants — ( 497 )

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

Debt repayments ( 288,798 ) ( 274 )

Proceeds from partial unwind of capped call 56,675 —

Cash dividends paid ( 5,655 ) ( 5,652 )

3 unchanged sentences

Other financing activities, net ( 37 ) ( 8 )

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

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

Net cash used in financing activities $ ( 255,131 ) $ ( 46,593 )

Net decrease in cash and cash equivalents ( 263,506 ) ( 199,256 )

Cash and cash equivalents at beginning of period 529,220 578,330

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Interest $ 14,985 $ 79

Income taxes $ 26,726 $ 9,762

Income tax paid, net of refunds received $ ( 26 ) $ ( 523 )

Other non-cash operating activities:

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

Performance guarantees $ ( 4,335 ) $ —

Non-cash investing and financing activities:

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Basis of Presentation:

The condensed consolidated financial statements included herein have been prepared by Granite Construction Incorporated (“we,” “us,” “our,” the “Company” or “Granite”) pursuant to the rules and regulations of the Securities and Exchange Commission, are unaudited and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024 (“Annual Report”).

The condensed consolidated financial statements included herein have been prepared by Granite Construction Incorporated (“we,” “us,” “our,” the “Company” or “Granite”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), are unaudited and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 (“Annual Report”).

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) have been condensed or omitted.

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

Further, the condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to state fairly our financial position at March 31, 2026 and the results of our operations and cash flows for the periods presented.

The December 31, 2025 condensed consolidated balance sheet data included herein was derived from audited consolidated financial statements but does not include all disclosures required by U.S.

Share Repurchase Program :

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

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

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

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

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

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

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

Therefore, the results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year.

Subsequent Events:

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

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

On April 23, 2026, we completed the acquisition of KSC Utah Investments, Inc.

("Kenny Seng Construction") and related assets for $ 164.1 million in cash, subject to customary closing adjustments.

We purchased all of the issued and outstanding common stock of Kenny Seng Construction, which is a provider of construction services and materials in Utah.

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

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

This term loan was repaid on October 31, 2025.

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

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

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

The results of Kenny Seng Construction will be included in our consolidated results beginning in the second quarter of 2026.

On April 22, 2026, we drew $ 170.0 million on our senior secured revolving credit facility (the “Revolver”) (see Note 14), which was used, in part, to fund the Kenny Seng Construction acquisition.

Recently Issued and Adopted Accounting Pronouncements

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Recently Issued Accounting Pronouncements:

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

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

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

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

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

In 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 Accounting Standards Codification (“ASC”) 810 to require entities to consider the existing factors in ASC 805 when identifying the accounting acquirer in a transaction achieved primarily through an exchange of equity interests in which the legal acquiree is a variable interest entity (VIE) that meets the definition of a business.

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

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

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

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

There have been no material changes in our evaluation of the accounting standards not yet adopted from what was previously disclosed in our Annual Report on Form 10‑K for the year ended December 31, 2025.

Recently Adopted Accounting Pronouncements:

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.

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.

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

We early adopted this ASU during the first quarter of 2026 and it did not have a material impact on our consolidated financial statements.

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

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

The guidance is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods.

We adopted this ASU during the first quarter of 2026.

See Note 14 for more information.

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

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

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 Trucking Corporation (“Cinderlite”), Slats Lucas, LLC and Warren Paving, Inc.

(collectively, “Warren Paving”), and Papich Construction Company, Inc.

(“Papich Construction”) are preliminary and have not been finalized due to the recent timing of these acquisitions, as certain

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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 and related assets, 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 net tangible assets acquired were $ 58.3 million.

The most significant asset was property and equipment of $ 58.1 million.

We recorded $ 0.1 million in goodwill that was allocated to our Materials segment and is 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 three months ended March 31, 2026 was $ 3.4 million.

Gross profit attributable to Cinderlite for the three months ended March 31, 2026 was immaterial.

Warren Paving Acquisition

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

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

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.

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

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

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

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

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

Preliminary Purchase Price Allocation

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

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

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

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

Revenue attributable to Warren Paving for the three months ended March 31, 2026 was $ 61.2 million.

Gross profit attributable to Warren Paving for the three months ended March 31, 2026 was $ 9.7 million.

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Preliminary Purchase Price Allocation

The following table presents the preliminary purchase price allocation:

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

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

We recorded $ 142.8 million of goodwill, none of which is deductible for federal or state income tax purposes.

Of the acquired goodwill, $ 29.2 million was allocated to the Construction segment and $ 113.6 million was allocated to the Materials segment.

Identifiable Intangible Assets

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

Useful Lives (Years) Gross Value Accumulated Amortization Net Value

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

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

Permits 10 20,000 ( 333 ) 19,667

Backlog 1 4,400 ( 518 ) 3,882

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

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

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

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

$ 1.7 million in the remainder of 2025;

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

and $ 22.7 million thereafter.

Pro Forma Financial Information

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

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

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

(unaudited, in thousands)

2025 2024 2025 2024

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

Net income attributable to Granite Construction Incorporated

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

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

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

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

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

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

Papich Construction Acquisition

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

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

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.

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

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

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

Revenue attributable to Papich Construction for the three months ended March 31, 2026 was $ 28.8 million.

Gross loss attributable to Papich Construction for the three months ended March 31, 2026 was $ 6.0 million.

Preliminary Purchase Price Allocation

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

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

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

Based on our preliminary purchase price allocation, the net tangible and identifiable intangible assets acquired were $ 118.2 million and $ 17.4 million, respectively,

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

resulting in acquired goodwill of $ 42.4 million, all of which is expected to be deductible for federal and state income tax purposes.

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

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

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

Pro Forma Financial Information

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

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

(unaudited, in thousands)

2025 2024 2025 2024

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

Net income attributable to Granite Construction Incorporated

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

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

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

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

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

Dickerson & Bowen, Inc.

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 three and nine months ended September 30, 2025 was $ 21.3 million and $ 59.6 million, respectively.

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

Purchase Price Allocation

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

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

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

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 relationships intangible asset.

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

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

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Revisions in Estimates

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

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

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Number of projects with upward estimate changes 2 2 7 2

Range of increase in gross profit, net $ 5.0 - 8.3

Increase to project profitability, net $ 13.3 $ 11.1 $ 50.8 $ 11.4

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

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

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

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

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

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

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

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

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Number of projects with downward estimate changes 1 — 3 4

Range of reduction in gross profit, net $ 5.9

Decrease to project profitability, net $ 5.9 $ — $ 32.5 $ 44.2

Decrease to net income $ 4.4 $ — $ 24.1 $ 33.8

Amounts attributable to non-controlling interests $ — $ — $ — $ 5.4

Decrease to net income attributable to Granite Construction Incorporated $ 4.4 $ — $ 24.1 $ 28.5

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

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

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

In our review of these changes for the three months ended March 31, 2026 and 2025, we did not identify any material amounts that should have been recorded in a prior period.

During the three months ended March 31, 2026, there were no increases from revisions in estimates, which individually had an impact of $ 5 million or more on gross profit.

During the three months ended March 31, 2025, there was one project with an increase from revisions in estimates which had an impact to gross profit of $ 8.3 million and a reduction to net loss of $ 6.2 million, none of which was attributable to non-controlling interests.

The revision decreased the net loss per diluted share attributable to common shareholders by $ 0.14 .

The increase was due to a change in the estimated amount of probable recovery on an outstanding claim.

For the three months ended March 31, 2026, there were no decreases from revisions in estimates, which individually had an impact of $ 5 million or more on gross profit.

During the three months ended March 31, 2025, there was one project with a decrease from revisions in estimates which had an impact to gross profit of $ 8.8 million and increased net loss by $ 6.6 million, none of which was attributable to non-controlling interests.

The revision increased the net loss per diluted share attributable to common shareholders by $ 0.15 .

The decrease was due to additional costs related to changes in project duration, lower productivity than originally anticipated and increased labor and materials costs.

Disaggregation of Revenue

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

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

Our Aggregates 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.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

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Asphalt 55,438 43,982

Other 846 61 1,205 1,034

Total Materials segment revenue $ 146,411 $ 84,929

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

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

(in thousands) March 31, 2026 December 31, 2025

Public $ 4,407,747 $ 3,628,561

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All unearned revenue is in the Construction segment.

Approximately $ 3.2 billion of the September 30, 2025 unearned revenue is expected to be recognized within the next twelve months and the remaining amount will be recognized thereafter.

Approximately $ 3.8 billion of the March 31, 2026 unearned revenue is expected to be recognized within the next twelve months and the remaining amount will be recognized thereafter.

Contract Assets and Liabilities

As a result of changes in contract transaction price related to performance obligations that were satisfied or partially satisfied prior to the end of the periods, we recognized revenue of $ 47.3 million and $ 43.3 million during the three months ended September 30, 2025 and 2024, respectively, and $ 165.6 million and $ 220.7 million during the nine months ended September 30, 2025 and 2024, respectively.

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

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

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 $ 56.1 million and $ 49.5 million during the three months ended March 31, 2026 and 2025, respectively.

The changes in contract transaction price for the three months ended March 31, 2026 and 2025 were from items such as executed or estimated change orders, contract modifications and claims.

As of March 31, 2026 and December 31, 2025, the aggregate claim recovery estimates included in contract asset and liability balances were $ 19.8 million and $ 19.4 million, respectively.

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

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

(in thousands) March 31, 2026 December 31, 2025

Costs in excess of billings and estimated earnings $ 113,697 $ 73,079

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Total contract assets $ 283,979 $ 236,879

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

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

As of March 31, 2026 and December 31, 2025, no contract retention receivables 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.

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

We recognized revenue of $ 222.9 million and $ 207.8 million during the three months ended March 31, 2026 and 2025, respectively, that was included in the contract liability balances at December 31, 2025 and 2024, respectively.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

million and $ 270.0 million during the nine months ended September 30, 2025 and 2024, respectively, that was included in the contract liability balances at December 31, 2024 and 2023, respectively.

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

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

(in thousands) March 31, 2026 December 31, 2025

Billings in excess of costs and estimated earnings, net of retention $ 351,459 $ 320,593

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Total contract liabilities $ 356,860 $ 327,372

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.

Receivables, net

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The following table presents major categories of receivables:

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

(in thousands) March 31, 2026 December 31, 2025

Contracts completed and in progress:

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Total net receivables $ 636,513 $ 630,392

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

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

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

Included in other receivables at March 31, 2026 and December 31, 2025 were items such as estimated recovery from back charge claims, notes receivable and income and other tax refunds receivable.

Other receivables at March 31, 2026 and December 31, 2025 also included $ 25.0 million of working capital contributions in the form of a loan to a partner in one of our unconsolidated construction joint ventures, plus accrued interest.

None of our customers had a receivable balance in excess of 10 % of our total net receivables as of March 31, 2026 or December 31, 2025.

Fair Value Measurement

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Fair Value Measurement at Reporting Date Using

September 30, 2025 Level 1 Level 2 Level 3 Total

March 31, 2026 Level 1 Level 2 Level 3 Total

Cash equivalents:

Money market funds $ 40,152 $ — $ — $ 40,152

Commercial paper 77,169 — — 77,169

Other current assets:

Interest rate swaps $ — $ 3,278 $ — $ 3,278

Heating oil derivatives — 3,650 — 3,650

Total assets $ 40,152 $ 6,928 $ — $ 47,080

Accrued and other current liabilities:

Heating oil swaps $ — $ 35 $ — $ 35

Total liabilities $ — $ 35 $ — $ 35

GRANITE CONSTRUCTION INCORPORATED

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

Other current assets:

Interest rate swaps $ — $ 830 $ — $ 830

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

Accrued and other current liabilities:

Heating oil swaps $ — $ 531 $ — $ 531

Diesel collars — 177 — 177

Heating oil derivatives $ — $ 122 $ — $ 122

Total liabilities $ — $ 122 $ — $ 122

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

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

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

The 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.

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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 three and nine months ended September 30, 2025 and 2024 was immaterial.

We enter into derivative contracts to reduce our price exposure to commodity price fluctuations.

Our outstanding heating oil derivative contracts have maturity dates through September 2027.

These contracts were not designated as hedges and are treated as mark-to-market derivative instruments through their maturity dates with gains and losses recognized in the condensed consolidated statements of operations in cost of revenue.

During the three months ended March 31, 2026, we recognized a $ 3.8 million gain.

We recognized an immaterial gain in the same period of 2025.

Other Assets and Liabilities

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(in thousands) Fair Value Hierarchy Carrying Value Fair

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Credit Agreement - Term Loan (2) Level 3 $ 600,000 $ 601,581 $ 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, $ 105.4 million and $ 7.3 million were short-term marketable securities on our condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, respectively and $ 69.3 million were long-term marketable securities on our condensed consolidated balance sheets as of September 30, 2025.

Of the above balances, $ 49.2 million and $ 71.0 million were short-term marketable securities on our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively and $ 32.6 million were long-term marketable securities on our condensed consolidated balance sheets as of March 31, 2026.

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

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

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

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

The fair value of the

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

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.

During the three months ended March 31, 2026 and 2025, we had no material nonfinancial asset and liability fair value adjustments.

Construction Joint Ventures

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

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

Based on our assessments during the three months ended March 31, 2026, we determined no change was required for existing joint ventures.

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

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Consolidated Construction Joint Ventures (“CCJVs”)

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

As of March 31, 2026, we were engaged in nine active CCJV projects.

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

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

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

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

During the three months ended March 31, 2026 and 2025, total revenue from CCJV's was $ 74.1 million and $ 74.6 million, respectively.

During the three months ended March 31, 2026 and 2025, CCJVs provided $ 5.5 million and $ 59.6 million of operating cash flows, respectively.

As of March 31, 2026, our share of revenue remaining to be recognized on these CCJVs was $ 401.6 million and ranged from $ 0.4 million to $ 229.4 million by project.

Unconsolidated Construction Joint Ventures

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

As of March 31, 2026, 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 September 30, 2025, our share of the revenue remaining to be recognized on these unconsolidated construction joint ventures was $ 8.5 million and ranged from $ 0.8 million to $ 7.7 million by project.

As of March 31, 2026, our share of the revenue remaining to be recognized on these unconsolidated construction joint ventures was $ 1.8 million.

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

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

(in thousands) March 31, 2026 December 31, 2025

Cash, cash equivalents and marketable securities $ 110,827 $ 118,207

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Equity in construction joint ventures (4) $ 122,735 $ 131,585

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

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

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

(1) Included in this balance and in accrued expenses and other current liabilities on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 was $ 29.9 million related to performance guarantees (see Note 13).

(2) Included in this balance as of March 31, 2026 and December 31, 2025 was $ 66.9 million related to Granite’s share of estimated cost recovery of customer affirmative claims.

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

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(4) Included in this balance and in accrued expenses and other current liabilities on our condensed consolidated balance sheets was $ 3.4 million and $ 3.7 million as of September 30, 2025 and December 31, 2024, respectively, related to deficits in unconsolidated construction joint ventures, which includes provisions for losses.

Three Months Ended

September 30, Nine Months Ended

September 30,

(4) Included in this balance and in accrued expenses and other current liabilities on our condensed consolidated balance sheets was $ 4.1 million and $ 3.1 million as of March 31, 2026 and December 31, 2025, respectively, related to deficits in unconsolidated construction joint ventures, which includes provisions for losses.

Three Months Ended March 31,

(in thousands) 2026 2025

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Granite’s interest $ 670 $ 3,950

Granite’s interest in gross profit (loss) $ 1,197 $ ( 1,916 ) $ 4,393 $ ( 2,214 )

Granite’s interest in gross profit $ 814 $ 967

Net Income (Loss)

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partners’ interest and adjustments (1) 3,037 ( 13,678 )

Granite’s interest in net income (loss) (2) $ 1,587 $ ( 1,403 ) $ 5,401 $ ( 651 )

Granite’s interest in net income (2) $ 1,387 $ 1,216

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

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

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

(in thousands) March 31, 2026 December 31, 2025

Foreign $ 77,559 $ 75,838

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

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

(in thousands) March 31, 2026 December 31, 2025

Current assets $ 211,506 $ 215,601

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Granite’s share of net assets $ 97,985 $ 96,764

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

Affiliate assets as of September 30, 2025 included $ 257.2 million of foreign affiliate assets, $ 39.4 million of assets in real estate ventures and $ 36.1 million of assets in the asphalt terminal entity.

(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 ventures.

GRANITE CONSTRUCTION INCORPORATED

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

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

(in thousands) March 31, 2026 December 31, 2025

Equipment and vehicles $ 1,459,623 $ 1,466,624

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Accrued Expenses and Other Current Liabilities

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

(in thousands) March 31, 2026 December 31, 2025

Payroll and related employee benefits $ 90,372 $ 145,384

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

Long-Term Debt and Credit Arrangements

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

Credit Agreement - Term Loan $ 600,000 $ —

(in thousands) March 31, 2026 December 31, 2025

3.25 % Convertible Notes due 2030

2 unchanged sentences

273,750 373,750

Credit Agreement - Term Loan $ 600,000 $ 600,000

Debt issuance costs and other ( 6,519 ) ( 8,371 )

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

The Credit Agreement consists of (1) a $ 600.0 million senior secured revolving credit facility (the “Revolver”), (2) a $ 600.0 million senior secured term loan (the “Initial Term Loan”) and (3) an additional $ 75.0 million senior secured term loan (the “Delayed Draw Term Loan” and together with the Initial Term Loan, the “Term Loans”).

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

The Credit Agreement consists of (1) a $ 600.0 million 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”).

We borrowed $ 75 million under the Delayed Draw Term Loan on October 2, 2025 and repaid the amount outstanding thereunder 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

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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.

Agreement) does not exceed 1.25 to 1.0, in each case, subject to lender approval.

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

As of September 30, 2025, the total unused availability under the Revolver was $ 580.4 million, resulting from $ 19.6 million in issued and outstanding letters of credit and no amount drawn under the Revolver.

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

As of March 31, 2026, the total unused availability under the Revolver was $ 584.9 million, resulting from $ 15.1 million in issued and outstanding letters of credit and no amount drawn under the Revolver.

The letters of credit had expiration dates between June 2026 and February 2027.

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 %.

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

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

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

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

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

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

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

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

As of March 31, 2026, 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 March 31, 2026 (the last trading day of the calendar quarter).

The holders of the 3.25 % Convertible Notes have the right to convert through June 30, 2026, at which point we will re-evaluate whether the 3.25 % Convertible Notes will continue to be convertible in the subsequent calendar quarter.

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

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

As a result, the $ 373.8 million principal amount has been classified as a current liability as of March 31, 2026 in the condensed consolidated balance sheet.

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

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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.

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

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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.

In the case of an event of default arising from certain events of bankruptcy, insolvency or

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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.

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

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

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

3.75 % Convertible Notes

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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.

As of March 31, 2026, one of the conditions permitting the holders of the 3.75 % Convertible Notes to convert was met.

Our common stock traded above 130 % of the $ 46.12 conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on March 31, 2026 (the last trading day of the calendar quarter).

The holders of the 3.75 % Convertible Notes have the right to convert through June 30, 2026, at which point we will re-evaluate whether the 3.75 % Convertible Notes will continue to be convertible in the subsequent calendar quarter.

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.

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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.

We are not 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.

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to our common stock upon conversion of the 3.75 % Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 3.75 % Convertible Notes, as the case may be.

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

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.

Exchange Agreements

On February 18, 2026, we entered into separate and privately negotiated agreements (the “Exchange Agreements”) with a limited number of holders of the 3.75 % Convertible Notes pursuant to which we agreed to exchange $ 100.0 million aggregate principal amount of the 3.75 % Convertible Notes for cash consideration (each such note, the “Exchanged Notes,” and each such transaction, a “Note Exchange Transaction”).

The consideration payable under the Exchange Agreements was based, in part, on the volume-weighted average price of the our common stock during a 15 trading-day measurement period beginning on February 18, 2026.

The terms of the Note Exchange Transactions met the criteria for induced conversion accounting under ASU 2024-04.

Under induced conversion accounting, we recognized an inducement expense measured as the fair value of the Exchanged Notes and additional consideration paid to bond holders to induce conversion in excess of the fair value of the securities issuable under the original conversion terms.

On March 11, 2026, we settled the Note Exchange Transactions entirely in cash for total consideration of $ 289.7 million, consisting of $ 288.5 million paid to settle the Note Exchange Transactions and $ 1.2 million of accrued interest.

We incurred $ 2.9 million of inducement expense and $ 6.8 million of related charges, all of which were included in Other (income) expense, net in the condensed consolidated statements of operations.

No shares of our common stock were issued in connection with the settlement of the Note Exchange Transactions.

Following the settlement of the Note Exchange Transactions, $ 273.8 million aggregate principal amount of the 3.75 % Convertible Notes remained outstanding as of March 31, 2026.

Unwind of Associated Capped Call Agreements

In connection with the Note Exchange Transactions, on February 18, 2026, we entered into partial unwind agreements (the “Unwind Agreements”) with certain financial institutions (the “Capped Call Counterparties”) to unwind a portion of the capped call transactions that were entered into in connection with the offering of the 3.75 % Convertible Notes.

The Unwind Agreements relate to a number of call options corresponding to the number of Exchanged Notes.

Pursuant to the Unwind Agreements, the Capped Call Counterparties paid to us an amount of cash in respect of the capped call transactions being unwound thereunder, which amount was determined based upon the volume-weighted average price per share of our common stock during an averaging period beginning on February 18, 2026.

The transactions settled on March 10, 2026 and we received $ 56.7 million of cash proceeds.

The capped call transactions were determined to be equity-classified at inception under ASC 815-40;

accordingly, the proceeds from the partial unwind were recorded as a capital transaction within additional paid-in capital.

Covenants and Events of Default

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

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

As of March 31, 2026, we were in compliance with all covenants contained in the Credit Agreement.

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

Debt Issuance Costs

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

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

Weighted Average Shares Outstanding and Net Income Per Share

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

Three Months Ended

September 30, Nine Months Ended

September 30,

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Weighted Average Shares Outstanding and Net Loss Per Share

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

Three Months Ended March 31,

(in thousands, except per share amounts) 2026 2025

Net income attributable to common shareholders for basic earnings per share $ 102,929 $ 78,951 $ 140,973 $ 84,863

Interest expense related to Convertible Notes (1) 2,974 3,064 8,922 9,196

Net income attributable to common shareholders for diluted earnings per share $ 105,903 $ 82,015 $ 149,895 $ 94,059

Net loss attributable to common shareholders $ ( 41,699 ) $ ( 33,656 )

Weighted average common shares outstanding, basic 43,529 43,463

Dilutive effect of RSUs 509 567 546 568

Dilutive effect of Convertible Notes (1) 9,264 8,103 8,757 8,103

Weighted average common shares outstanding, diluted 43,529 43,463

Net income per share, basic $ 2.35 $ 1.81 $ 3.23 $ 1.93

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

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(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.

Net loss per share, basic $ ( 0.96 ) $ ( 0.77 )

Net loss per share, diluted $ ( 0.96 ) $ ( 0.77 )

Due to net losses for the three months ended March 31, 2026 and 2025, unvested RSUs representing 531,000 and 585,000 shares, respectively, and potential dilution from the convertible notes converting into 9,426,000 and 8,427,000 shares, respectively, of common stock have been excluded from the calculation of diluted earnings per share, as their inclusion would have been anti-dilutive.

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.

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

Three Months Ended

September 30, Nine Months Ended

September 30,

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

Three Months Ended March 31,

(dollars in thousands) 2026 2025

Provision for income taxes $ 38,128 $ 25,469 $ 53,586 $ 36,636

Benefit from income taxes $ ( 12,119 ) $ ( 11,756 )

Effective tax rate 25.0 % 29.3 %

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

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

On July 4, 2025, Public Law No.

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

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

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

Our effective tax rate for the three months ended March 31, 2026 is lower than the prior period primarily due to nondeductible expenses related the Note Exchange Transactions in the current year described in Note 14 of “Notes to the Condensed Consolidated Financial Statements.”

Contingencies - Legal Proceedings

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

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

The total liabilities recorded in our condensed consolidated balance sheets for legal proceedings and government inquiries were immaterial as of March 31, 2026 and December 31, 2025.

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

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

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

We and our affiliates are also subject to government inquiries in the ordinary course of

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

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.

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.

Reportable Segment Information

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

We previously identified our CODM as our CEO and Chief Operating Officer (“COO”).

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

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

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

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Summarized segment information is as follows (in thousands):

Three months ended September 30, Construction Materials Total

Three months ended March 31, Construction Materials Total

Total revenue from reportable segments $ 766,054 $ 197,491 $ 963,545

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(Gain) loss on sales of property and equipment, net ( 4,241 ) 1,292 ( 2,949 )

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

Depreciation, depletion and amortization $ 27,935 $ 18,894 $ 46,829

Total revenue from reportable segments $ 1,080,705 $ 297,398 $ 1,378,103

Elimination of intersegment revenue — ( 102,593 ) ( 102,593 )

Revenue 1,080,705 194,805 1,275,510

Cost of revenue 910,020 162,541 1,072,561

Gross profit 170,685 32,264 202,949

Selling, general and administrative expenses 47,526 8,117 55,643

Gain on sales of property and equipment, net ( 1,424 ) ( 66 ) ( 1,490 )

Operating income from reportable segments $ 124,583 $ 24,213 $ 148,796

Depreciation, depletion and amortization $ 16,979 $ 11,685 $ 28,664

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Nine Months Ended September 30, Construction Materials Total

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

Elimination of intersegment revenue — ( 189,543 ) ( 189,543 )

Revenue 2,714,557 544,452 3,259,009

Cost of revenue 2,283,107 432,406 2,715,513

Gross profit 431,450 112,046 543,496

Selling, general and administrative expenses 163,040 24,541 187,581

Gain on sales of property and equipment, net ( 4,826 ) ( 974 ) ( 5,800 )

Operating income from reportable segments $ 273,236 $ 88,479 $ 361,715

Operating income (loss) from reportable segments $ 34,245 $ ( 5,481 ) $ 28,764

Depreciation, depletion and amortization $ 20,203 $ 20,383 $ 40,586

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Cost of revenue 529,180 86,518 615,698

Gross profit 362,885 59,060 421,945

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

Selling, general and administrative expenses 62,327 8,545 70,872

Gain on sales of property and equipment, net ( 1,849 ) ( 69 ) ( 1,918 )

Operating income from reportable segments $ 229,589 $ 41,287 $ 270,876

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

Depreciation, depletion and amortization $ 14,452 $ 13,555 $ 28,007

Segment assets as of period end $ 613,882 $ 698,718 $ 1,312,600

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

Three Months Ended

September 30, Nine Months Ended

September 30,

Three Months Ended March 31,

(in thousands) 2026 2025

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Other costs, net 3,037 9,426

Total operating income 143,651 104,298 207,465 146,819

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

Income before income taxes $ 147,525 $ 109,446 $ 215,001 $ 130,028

Total operating loss ( 31,133 ) ( 39,751 )

Total other expense, net 17,375 332

Loss before income taxes $ ( 48,508 ) $ ( 40,083 )

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements