What changed in this filing

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Item 1. Financial Statements

2026-07-30 compared with 2026-04-30 · 389 added, 201 removed, 522 unchanged (53% of the section changed)

3 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current assets:

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440,364 327,372

Embedded conversion option derivative liability (see Note 9)

Accrued expenses and other current liabilities ($ 3,277 and $ 2,922 related to CCJVs)

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issued and outstanding:

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

43,764,125 shares as of June 30, 2026 and 43,496,781 shares as of December 31, 2025

Additional paid-in capital 304,470 402,391

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(Unaudited - in thousands, except per share data)

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Revenue $ 1,455,872 $ 1,125,964 $ 2,368,337 $ 1,825,511

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Gain on sales of property and equipment, net ( 1,237 ) ( 3,606 ) ( 4,186 ) ( 5,343 )

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

Operating income 126,808 103,565 95,675 63,814

Other (income) expense:

Loss on convertible debt transactions, net 359,719 — 369,423 —

Interest income ( 5,147 ) ( 5,761 ) ( 10,996 ) ( 12,029 )

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Equity in income of affiliates, net ( 5,697 ) ( 3,698 ) ( 9,170 ) ( 4,792 )

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 )

Other income, net ( 4,492 ) ( 2,462 ) ( 3,831 ) ( 2,525 )

Total other (income) expense, net 366,144 ( 3,994 ) 383,519 ( 3,662 )

Income (loss) before income taxes ( 239,336 ) 107,559 ( 287,844 ) 67,476

Provision for income taxes 32,248 27,214 20,129 15,458

Net income (loss) ( 271,584 ) 80,345 ( 307,973 ) 52,018

Amount attributable to non-controlling interests ( 6,578 ) ( 8,645 ) ( 11,888 ) ( 13,974 )

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

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

Net income (loss) attributable to Granite Construction Incorporated $ ( 278,162 ) $ 71,700 $ ( 319,861 ) $ 38,044

Net income (loss) per share attributable to common shareholders (see Note 16):

Basic $ ( 6.36 ) $ 1.64 $ ( 7.33 ) $ 0.87

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GRANITE CONSTRUCTION INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited - in thousands)

Three Months Ended March 31,

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net income (loss) $ ( 271,584 ) $ 80,345 $ ( 307,973 ) $ 52,018

Other comprehensive income, net of tax

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Other comprehensive income, net of tax $ 1,573 $ 932 $ 2,987 $ 1,579

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 )

Comprehensive income (loss), net of tax $ ( 270,011 ) $ 81,277 $ ( 304,986 ) $ 53,597

Non-controlling interests in comprehensive income (loss), net of tax ( 6,578 ) ( 8,645 ) ( 11,888 ) ( 13,974 )

Comprehensive income (loss) attributable to Granite Construction Incorporated, net of tax $ ( 276,589 ) $ 72,632 $ ( 316,874 ) $ 39,623

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 March 31, 2026 43,746,424 $ 437 $ 301,499 $ 2,995 $ 727,190 $ 1,032,121 $ 48,919 $ 1,081,040

Net loss — — — — ( 278,162 ) ( 278,162 ) 6,578 ( 271,584 )

Other comprehensive income — — — 1,573 — 1,573 — 1,573

Repurchases of common stock (1) ( 3,034 ) 1 ( 229 ) — — ( 228 ) — ( 228 )

Restricted stock units (“RSUs”) vested 16,930 — — — — — — —

Dividends on common stock ($ 0.13 per share)

— — 67 — ( 5,756 ) ( 5,689 ) — ( 5,689 )

Transactions with non-controlling interests — — — — — — ( 2,909 ) ( 2,909 )

Stock-based compensation expense and other 3,805 — 3,133 — — 3,133 — 3,133

Balances at June 30, 2026 43,764,125 $ 438 $ 304,470 $ 4,568 $ 443,272 $ 752,748 $ 52,588 $ 805,336

Balances at March 31, 2025 43,737,491 $ 437 $ 427,804 $ 65 $ 565,223 $ 993,529 $ 44,763 $ 1,038,292

Net income — — — — 71,700 71,700 8,645 80,345

Other comprehensive income — — — 932 — 932 — 932

Repurchases of common stock (1) ( 2,518 ) — ( 109 ) — — ( 109 ) — ( 109 )

RSUs vested 38,748 1 ( 1 ) — — — — —

Dividends on common stock ($ 0.13 per share)

— — 74 — ( 5,765 ) ( 5,691 ) — ( 5,691 )

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

Stock-based compensation expense and other 5,063 — 2,387 — — 2,387 — 2,387

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

(1) Represents shares withheld related to employee taxes for RSUs vested under our equity incentive plans in 2026 and 2025.

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

Outstanding Shares Common Stock Additional

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

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Repurchase of 3.75% Convertible Notes — ( 178,804 ) — — ( 178,804 ) — ( 178,804 )

— — ( 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)

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

— — 132 — ( 11,508 ) ( 11,376 ) — ( 11,376 )

1 unchanged sentence

Stock-based compensation expense and other 3,300 — 44,311 — — 44,311 — 44,311

Balances at March 31, 2026

Balances at June 30, 2026

43,764,125 $ 438 $ 304,470 $ 4,568 $ 443,272 $ 752,748 $ 52,588 $ 805,336

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

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

Net income — — — — 38,044 38,044 13,974 52,018

Other comprehensive income — — — 1,579 — 1,579 — 1,579

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RSUs vested 550,360 6 ( 6 ) — — — — —

Dividends on common stock ($ 0.13 per share)

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

— — 144 — ( 11,521 ) ( 11,377 ) — ( 11,377 )

1 unchanged sentence

Stock-based compensation expense and other 4,516 — 34,593 — — 34,593 — 34,593

Balances at March 31, 2025

Balances at June 30, 2025

43,778,784 $ 438 $ 430,155 $ 997 $ 631,158 $ 1,062,748 $ 51,607 $ 1,114,355

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( Unaudited - in thousands )

Three Months Ended March 31, 2026 2025

Six Months Ended June 30, 2026 2025

Operating activities:

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

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

Net income (loss) $ ( 307,973 ) $ 52,018

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

Depreciation, depletion and amortization 89,048 65,368

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

Convertible debt inducement expense and related charges 9,704 —

Amortization of debt issuance costs

Amortization of convertible debt discount

Loss on derivative remeasurement related to convertible notes

Convertible debt inducement expense

Gain on sales of property and equipment, net ( 4,186 ) ( 5,343 )

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Accrued expenses and other liabilities, net 7,276 ( 3,499 )

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

Net cash provided by operating activities $ 141,544 $ 5,438

Investing activities:

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Proceeds from sales of property and equipment 11,041 8,346

Acquisition of business, net of cash acquired (See Note 3)

( 162,098 ) —

Collection of note receivable

Other investing activities 1,037 399

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

Net cash used in investing activities $ ( 114,428 ) $ ( 207,255 )

Financing activities:

Proceeds from long-term debt 770,000 —

Debt repayments ( 465,293 ) ( 552 )

Proceeds from partial unwind of capped call 56,675 —

Debt issuance costs ( 9,220 ) —

Cash dividends paid ( 11,342 ) ( 11,338 )

3 unchanged sentences

Other financing activities, net 419 ( 39 )

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

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

Net cash provided by (used in) financing activities $ 320,785 $ ( 54,496 )

Net increase (decrease) in cash and cash equivalents 347,901 ( 256,313 )

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

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Income tax paid, net of refunds received (1)

$ 6,687 $ 7,809

Other non-cash operating activities:

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Dividends declared but not paid $ 5,689 $ 5,691

Contributions from non-controlling partners $ — $ 746

(1) Income tax paid, net of refunds received, for the six months ended June 30, 2025, has been revised to reflect the retrospective adoption of ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

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

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GAAP”) have been condensed or omitted.

Further, the condensed consolidated financial statements reflect, in the opinion of management, all normal recurring adjustments necessary to state fairly our financial position at March 31, 2026 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 June 30, 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.

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

Subsequent Events:

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.

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.

Therefore, the results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the full year.

Recently Issued and Adopted Accounting Pronouncements

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Recently Issued Accounting Pronouncements:

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.

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which is intended to improve the financial accounting for and disclosure of activities related to environmental credits and environmental credit obligations by establishing guidance on the recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits.

The amendments are effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years.

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

Recently Adopted Accounting Pronouncements:

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

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

We accounted for our recent acquisitions in accordance with Accounting Standards Codification (“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.

The purchase price allocations for KSC Utah Investments, Inc.

(“Kenny Seng Construction”), 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.

(“Papich Construction”) are preliminary and have not been finalized due to the recent timing of these acquisitions, as certain information is pending as of the date of this filing to finalize estimates of fair value of certain assets acquired and liabilities assumed.

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

We expect to finalize purchase price accounting in the 12 months following each acquisition.

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

K enny Seng Construction

On April 23, 2026, we completed the acquisition of Kenny Seng Construction, 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 an existing home market.

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

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

Revenue attributable to Kenny Seng Construction for the three and six months ended June 30, 2026 was $ 29.8 million.

Gross profit attributable to Kenny Seng Construction for the three and six months ended June 30, 2026 was $ 3.5 million.

Preliminary Purchase Price Allocation

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 $ 163.6 million.

Based on our preliminary purchase price allocation, the net tangible and identifiable intangible assets acquired were $ 70.4 million and $ 45.3 million, respectively.

We recorded goodwill of $ 47.9 million, all of which is expected to be tax deductible.

The acquired goodwill is primarily attributable to the Construction segment, with an immaterial amount recorded in the Materials segment.

The most significant assets acquired were property and equipment of $ 68.2 million and accounts receivable of $ 12.6 million.

The identifiable intangible assets acquired consisted of backlog, trademarks/trade name, water rights, and customer relationships.

Pro Forma Financial Information

The pro forma financial information in the table below summarizes the combined results of operations of Granite and Kenny Seng Construction as though the companies had been combined as of January 1, 2025.

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, 2025, nor does it intend to be a projection of future results.

Three Months Ended June 30, Six Months Ended June 30,

(unaudited, in thousands) 2026 2025 2026 2025

Revenue $ 1,471,714 $ 1,167,402 $ 2,410,248 $ 1,891,798

Net income attributable to Granite Construction Incorporated $ ( 289,847 ) $ 74,336 $ ( 328,023 ) $ 36,921

These amounts have been calculated after applying Granite’s accounting policies and adjusting the results of Kenny Seng 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, 2025.

Acquisition-related expenses related to Kenny Seng Construction that were incurred during the three and six months ended June 30, 2026 are reflected in the six months ended June 30, 2025 due to the assumed timing of the transaction.

The statutory tax rate of 26% was used for both 2026 and 2025 for the pro forma adjustments.

During the three and six months ended June 30, 2026, we incurred $ 1.9 million and $ 3.8 million, respectively, of acquisition-related costs associated with the Kenny Seng Construction acquisition which were primarily related to professional services and are included in Other costs, net on the Condensed Consolidated Statement of Operations.

Cinderlite Trucking Corporation

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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.

The most significant asset was property and equipment of

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

$ 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

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

Revenue attributable to Cinderlite for the three and six months ended June 30, 2026 was $ 7.6 million and $ 11.0 million, respectively.

Gross profit attributable to Cinderlite for the three and six months ended June 30, 2026 was immaterial.

Warren Paving

On August 5, 2025, we completed the acquisition of Warren Paving for $ 540.0 million in cash, subject to customary closing adjustments.

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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 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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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Revenue attributable to Warren Paving for the three and six months ended June 30, 2026 was $ 72.5 million and $ 133.7 million, respectively.

Gross profit attributable to Warren Paving for the three and six months ended June 30, 2026 was $ 7.1 million and $ 16.7 million, respectively.

Preliminary Purchase Price Allocation

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

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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

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

Papich Construction Acquisition

Papich Construction

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

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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 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.

Revenue attributable to Papich Construction for the three and six months ended June 30, 2026 was $ 48.5 million and $ 77.3 million, respectively.

Gross loss attributable to Papich Construction for the three and six months ended June 30, 2026 was $ 1.5 million and $ 7.5 million, respectively.

Preliminary Purchase Price Allocation

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 $ 118.2 million and $ 17.4 million, respectively,

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

Based on our preliminary purchase price allocation, the net tangible and identifiable intangible assets acquired were $ 121.8 million and $ 16.1 million, respectively, resulting in acquired goodwill of $ 40.1 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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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 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.

In our review of these changes for the three and six months ended June 30, 2026 and 2025, 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):

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Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Number of projects with upward estimate changes 3 1 4 3

Range of increase in gross profit, net $ 5.6 - 11.4

$ 6.8 $ 5.6 - 11.4

Increase to project profitability, net $ 24.7 $ 6.8 $ 30.9 $ 22.9

Increase to net income $ 18.3 $ 5.1 $ 22.9 $ 17.1

Amounts attributable to non-controlling interests $ — $ — $ 2.5 $ —

Increase to net income attributable to Granite Construction Incorporated $ 18.3 $ 5.1 $ 20.3 $ 17.1

Increase to net income per diluted share attributable to common shareholders $ 0.42 $ 0.10 $ 0.47 $ 0.33

The increases during the three and six months ended June 30, 2026 were due to decreases in estimated costs from mitigated risks, changes in transaction price related to contract modifications resulting from revisions to project work plans and scheduling, and changes in the estimated amount of probable recovery on outstanding claims.

Additionally, the six months ended June 30, 2026 increased due to acceleration of project schedule.

The increases during the three and six months ended June 30, 2025 were due to settlement of outstanding claims and production at a higher rate than anticipated and acceleration of project schedule.

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

June 30, Six Months Ended

2026 2025 2026 2025

Number of projects with downward estimate changes 1 1 1 2

Range of reduction in gross profit, net $ 10.7 $ 5.4 $ 14.2 $ 6.8 - 14.3

Decrease to project profitability, net $ 10.7 $ 5.4 $ 14.2 $ 21.1

Decrease to net income attributable to Granite Construction Incorporated $ 8.0 $ 4.1 $ 10.5 $ 15.8

Decrease to net income per diluted share attributable to common shareholders $ 0.18 $ 0.08 $ 0.24 $ 0.30

The decreases during the three and six months ended June 30, 2026 and June 30, 2025 were 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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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.

Revenue from these product lines includes freight and delivery costs that we

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

pass along to our customers.

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

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

Three Months Ended March 31,

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

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Asphalt 131,864 128,625 187,302 173,063

Other 766 270 766 359

Total Materials segment revenue $ 248,393 $ 188,538 $ 394,804 $ 273,467

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

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

(in thousands) June 30, 2026 December 31, 2025

Public $ 4,354,348 $ 3,628,561

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All unearned revenue is in the Construction segment.

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.

Approximately $ 4.0 billion of the June 30, 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 $ 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.

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 $ 92.4 million and $ 68.8 million during the three months ended June 30, 2026 and 2025, respectively, and $ 148.5 million and $ 118.3 million during the six months ended June 30, 2026 and 2025, respectively.

The changes in contract transaction price for the three and six months ended June 30, 2026 and 2025 were from items such as executed or estimated change orders, contract modifications and claims.

As of June 30, 2026 and December 31, 2025, the aggregate claim recovery estimates included in contract asset and liability balances were $ 19.6 million and $ 19.4 million, respectively.

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

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

(in thousands) June 30, 2026 December 31, 2025

Costs in excess of billings and estimated earnings $ 115,146 $ 73,079

1 unchanged sentence

Total contract assets $ 283,191 $ 236,879

As of March 31, 2026 and December 31, 2025, no contract retention receivables individually exceeded 10% of total contract assets.

As of June 30, 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 $ 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.

We recognized revenue of $ 105.9 million and $ 105.1 million during the three months ended June 30, 2026 and 2025, respectively, and $ 328.8

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million and $ 312.9 million during the six months ended June 30, 2026 and 2025, respectively, that was included in the contract liability balances at December 31, 2025 and 2024, respectively.

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

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

(in thousands) June 30, 2026 December 31, 2025

Billings in excess of costs and estimated earnings, net of retention $ 435,251 $ 320,593

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The following table presents major categories of receivables:

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

(in thousands) June 30, 2026 December 31, 2025

Contracts completed and in progress:

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Total net receivables $ 886,793 $ 630,392

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.

Included in other receivables at June 30, 2026 and December 31, 2025 were items such as estimated recovery from back charge claims and income and other tax refunds receivable.

Other receivables at 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.

This receivable was collected during the second quarter.

None of our customers had a receivable balance in excess of 10 % of our total net receivables as of June 30, 2026 or December 31, 2025.

Fair Value Measurement

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

The following tables summarize significant assets and liabilities measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets for each of the fair value measurement levels (in thousands):

Fair Value Measurement at Reporting Date Using

March 31, 2026 Level 1 Level 2 Level 3 Total

June 30, 2026 Level 1 Level 2 Level 3 Total

Cash equivalents:

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Total assets $ 190,793 $ 7,102 $ — $ 197,895

Current liabilities:

Embedded conversion option derivative liability $ — $ — $ 630,473 $ 630,473

Total liabilities $ — $ — $ 630,473 $ 630,473

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December 31, 2025

Fair Value Measurement at Reporting Date Using

December 31, 2025 Level 1 Level 2 Level 3 Total

Cash equivalents:

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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.

Our outstanding heating oil derivative contracts have maturity dates through December 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.

During the three and six months ended June 30, 2026 and 2025, we recognized immaterial amounts related to the commodity derivatives.

Embedded Conversion Option Derivative Liability

On May 19, 2026 (the “Call Notice Date”), we called the outstanding $ 273.7 million aggregate principal amount of the 3.75 % convertible senior notes due 2028 (“ 3.75 % Convertible Notes”) for redemption on August 10, 2026, and elected to settle conversions on or after the Call Notice Date and through the close of business on August 6, 2026 by paying cash up to $ 2,617.40 per $1,000 principal amount of the 3.75 % Convertible Notes to be converted and delivering shares of our common stock in respect of the remainder, if any, of the conversion obligation in excess thereof (the “Conversion Election”).

The Conversion Election caused the embedded conversion option of the 3.75 % Convertible Notes to no longer qualify for the “own-equity” scope exception under ASC 815, Derivatives and Hedging (“ASC 815”).

As a result, the embedded conversion option was required to be bifurcated from the 3.75 % Convertible Notes (see Note 14).

The resulting derivative liability reflects the incremental value attributable to the holders' ability to convert the 3.75 % Convertible Notes under the terms of the Conversion Election.

As our stock price increases or decreases, the economic benefit associated with the conversion option increases or decreases, resulting in a higher or lower derivative value.

The derivative liability was measured at fair value upon bifurcation and as of June 30, 2026 with changes in fair value recognized in the Condensed Consolidated Statements of Operations in loss on convertible debt transactions, net.

Rollforward of Level 3 Derivative Liability (in thousands):

Fair value at May 19, 2026 $ 527,863

Loss on derivative remeasurement 102,610

Fair value as of June 30, 2026 $ 630,473

The embedded conversion option derivative liability is measured at fair value on the consolidated balance sheet using a with-and-without approach.

Under this methodology, the fair value of the 3.75 % Convertible Notes including the conversion option was based on the observable market price of the 3.75 % Convertible Notes as of June 30, 2026.

The fair value of the 3.75 % Convertible Notes excluding the conversion option was estimated using a discounted cash flow analysis

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to determine the value of a comparable non-convertible debt instrument.

Certain significant assumptions that are not directly observable in the market place were utilized, including the market yield that investors would require to hold a comparable Granite debt instrument and assumptions regarding the potential variability of such yields over time.

Unobservable Inputs June 30, 2026

Market yield for comparable non-convertible debt instrument 4.18 %

Variability in market yields for comparable debt instruments 26.0 %

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:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in thousands) Fair Value Hierarchy Carrying Value Fair

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Liabilities (including current maturities):

6.375 % Senior Notes (2)

Level 2 $ 600,000 $ 611,250 $ — $ —

3.75 % Convertible Notes (2)

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

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.

Of the above balances, $ 36.9 million and $ 71.0 million were short-term marketable securities on our Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, respectively and $ 17.6 million were long-term marketable securities on our Condensed Consolidated Balance Sheets as of June 30, 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

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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.

(2) The fair values of our 6.375 % senior unsecured notes due 2034 (the “ 6.375 % Senior Notes”), our 3.25 % convertible senior notes due 2030 (the “ 3.25 % Convertible Notes”) and our 3.75 % Convertible Notes are based on the median price of the notes in an active market.

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

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

During the six months ended June 30, 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 months ended March 31, 2026, we determined no change was required for existing joint ventures.

Based on our assessments during the three and six months ended June 30, 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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See Note 13 for disclosure of the performance guarantee amounts recorded in the Condensed Consolidated Balance Sheets.

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Consolidated Construction Joint Ventures (“CCJVs”)

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

As of June 30, 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 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.

During the three months ended June 30, 2026 and 2025, total revenue from CCJV's was $ 86.8 million and $ 89.3 million, respectively.

During the six months ended June 30, 2026 and 2025, total revenue from CCJV's was $ 160.9 million and $ 163.9 million, respectively.

During the six months ended June 30, 2026 and 2025, CCJVs provided $ 14.6 million and $ 74.5 million of operating cash flows, respectively.

As of June 30, 2026, our share of revenue remaining to be recognized on these CCJVs was $ 352.5 million and ranged from $ 0.3 million to $ 205.4 million by project.

Unconsolidated Construction Joint Ventures

As of March 31, 2026, we were engaged in two active unconsolidated construction joint venture projects.

As of June 30, 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 March 31, 2026, our share of the revenue remaining to be recognized on these unconsolidated construction joint ventures was $ 1.8 million.

As of June 30, 2026, our share of the revenue remaining to be recognized on these unconsolidated construction joint ventures was immaterial.

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

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

(in thousands) June 30, 2026 December 31, 2025

Cash, cash equivalents and marketable securities $ 106,652 $ 118,207

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Equity in construction joint ventures (4) $ 128,951 $ 131,585

(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.

(1) Included in this balance and in accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 was $ 29.9 million and $ 34.3 million , respectively related to performance guarantees (see Note 13).

(2) Included in this balance as of June 30, 2026 and December 31, 2025 was $ 78.6 million and $ 66.9 million, respectively, 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.

(4) Included in this balance and in accrued expenses and other current liabilities on our Condensed Consolidated Balance Sheets was $ 2.1 million and $ 3.1 million as of June 30, 2026 and December 31, 2025, respectively, related to deficits in unconsolidated construction joint ventures, which includes provisions for losses.

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(4) Included in this balance and in accrued expenses and other current liabilities on our condensed consolidated balance sheets was $ 4.1 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,

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

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

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

(in thousands) June 30, 2026 December 31, 2025

Foreign $ 81,558 $ 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) March 31, 2026 December 31, 2025

(in thousands) June 30, 2026 December 31, 2025

Current assets $ 224,244 $ 215,601

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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) March 31, 2026 December 31, 2025

(in thousands) June 30, 2026 December 31, 2025

Equipment and vehicles $ 1,531,443 $ 1,466,624

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Accrued Expenses and Other Current Liabilities

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

(in thousands) June 30, 2026 December 31, 2025

Payroll and related employee benefits 132,688 145,384

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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.

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

(in thousands) June 30, 2026 December 31, 2025

6.375 % Senior Notes due 2034

$ 600,000 $ —

3.25 % Convertible Notes due 2030

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Credit Agreement - Term Loan 600,000 600,000

Debt discount on 3.75 % Convertible Notes conversion

( 270,236 ) —

Debt issuance costs and other ( 18,609 ) ( 8,371 )

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Total long-term debt $ 1,177,644 $ 963,233

Credit Agreement

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

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

6.375 % Senior Notes

On June 2, 2026, we issued $ 600.0 million aggregate principal amount of the 6.375 % Senior Notes.

The 6.375 % Senior Notes mature on June 15, 2034 and bear interest at a rate of 6.375 % per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning December 15, 2026.

The 6.375 % Senior Notes are guaranteed on a senior unsecured basis by each of our existing and future domestic subsidiaries that is a borrower or guarantor under the Credit Agreement, subject to certain exceptions.

We may redeem the 6.375 % Senior Notes, in whole or in part, at any time on or after June 15, 2029 at specified redemption prices plus accrued and unpaid interest.

If redeemed on or after June 15, 2029, the redemption prices, as a percentage of the principal of the 6.375 % Senior Notes to be redeemed are as follows:

(i) on or after June 15, 2029, 103.188 %;

(ii) on or after

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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 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 %.

After delivery of the March 31, 2026 compliance certificate, the applicable margin will be based on our consolidated leverage ratio set forth on the most recent compliance certificate delivered quarterly.

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

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

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

June 15, 2030, 101.594 %;

and (iii) on or after June 15, 2031, 100.000 %.

At any time prior to June 15, 2029, we may also redeem up to 40 % of the 6.375 % Senior Notes using the net proceeds of certain equity offerings, at a redemption price equal to 106.375 % of the principal amount of the 6.375 % Senior Notes to be redeemed, plus accrued and unpaid interest;

provided, that at least 50 % of the original aggregate principal amount of the 6.375 % Senior Notes issued under the indenture governing the 6.375 % Senior Notes must remain outstanding after each such redemption.

At any time prior to June 15, 2029, we may redeem some or all of the 6.375 % Senior Notes at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest, and a “make-whole” premium.

Upon a change of control, we may be required to offer to purchase the 6.375 % Senior Notes at a price equal to 101 % of the principal amount thereof plus accrued and unpaid interest.

Additionally, upon the sale of certain assets, we may be required to offer to purchase the 6.375 % Senior Notes at a price equal to 100 % of the principal amount thereof plus accrued and unpaid interest.

The indenture governing the 6.375 % Senior Notes contains customary terms and covenants, including limitations on the incurrence of additional indebtedness, the making of restricted payments, the creation of liens, the transfer or sale of assets, the creation of restrictions on the payment of dividends to us by the guarantors, mergers or consolidations and affiliate transactions and provides that upon certain events of default occurring and continuing, either the trustee or the holders of at least 30 % in aggregate principal amount of the 6.375 % Senior Notes then outstanding may declare the entire principal amount of the 6.375 % Senior Notes, and the interest accrued on such 6.375 % Senior Notes, to be immediately due and payable.

3.25 % Convertible Notes

On June 11, 2024, we issued $ 373.8 million aggregate principal amount of our 3.25 % Convertible Notes.

The 3.25 % Convertible Notes bear interest at a rate of 3.25 % per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2024.

The 3.25 % Convertible Notes bear interest at a rate of 3.25 % per annum, payable semi-annually in arrears on June 15 and December 15 of each year.

The 3.25 % Convertible Notes mature on June 15, 2030, unless earlier converted, redeemed or repurchased.

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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 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.

As of June 30, 2026, one of the conditions permitting the holders of the 3.25 % Convertible Notes to convert continued to be 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 June 30, 2026 (the last trading day of the calendar quarter).

The holders of the 3.25 % Convertible Notes have the right to convert through September 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 March 31, 2026 in the condensed consolidated balance sheet.

As a result, the $ 373.8 million principal amount remains classified as a current liability as of June 30, 2026 in our Condensed Consolidated Balance Sheets.

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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On or after June 21, 2027, we will be able to redeem for cash all or any portion of the 3.25 % Convertible Notes, at our option, if the last reported sale price of Granite’s common stock is equal to or greater than 130 % of the conversion price for a specified period of time at a redemption price equal to 100 % of the principal amount of the 3.25 % Convertible Notes to be redeemed, plus accrued but unpaid interest to, but excluding, the redemption date.

The indenture governing the 3.25 % Convertible Notes contains customary events of default.

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

The indenture governing the 3.25 % Convertible Notes contains

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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.

customary events of default.

In the case of an event of default arising from certain events of bankruptcy, insolvency or reorganization, with respect to us or our significant subsidiaries, all outstanding 3.25 % Convertible Notes will become due and payable immediately without further action or notice.

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

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On May 11, 2023, we issued $ 373.8 million aggregate principal amount of our 3.75 % Convertible Notes.

The 3.75 % Convertible Notes bear interest at a rate of 3.75 % per annum payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2023 and mature on May 15, 2028, unless earlier converted, redeemed or repurchased.

Prior to the close of business on the business day immediately preceding November 15, 2027, the 3.75 % Convertible Notes will be convertible at the option of the holders only upon the occurrence of certain events and during certain periods.

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

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

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.

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

If certain corporate events that constitute a “make-whole fundamental change” as set forth in the indenture governing the 3.75 % Convertible Notes occur prior to the maturity date of the 3.75 % Convertible Notes or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 3.75 % Convertible Notes in connection with such event or notice of redemption.

We 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.

The 3.75 % Convertible Notes bear interest at a rate of 3.75 % per annum payable semiannually in arrears on May 15 and November 15 of each year and mature on May 15, 2028, unless earlier converted, redeemed or repurchased.

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

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

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

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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.

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

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

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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 consideration payable under the Exchange Agreements was based, in part, on the volume-weighted average price of 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.

On March 11, 2026, we settled the Note Exchange Transactions 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, which are included in Loss on convertible debt transactions, net in our 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.

As of June 30, 2026, $ 273.7 million aggregate principal amount of the 3.75 % Convertible Notes remained outstanding.

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Unwind of Associated Capped Call Agreements

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

Redemption of the 3.75 % Convertible Notes

On the Call Notice Date, we called the outstanding $ 273.7 million aggregate principal amount of 3.75 % Convertible Notes for redemption on August 10, 2026.

Holders of the 3.75 % Convertible Notes may convert their 3.75 % Convertible Notes at any time before the close of business on August 6, 2026.

As a result of sending the notice of redemption, the conversion rate was increased for all conversions of 3.75 % Convertible Notes on or after the Call Notice Date and through the close of business on August 6, 2026 by 0.1309 shares of our common stock.

The conversion rate (including the additional shares) for all conversions of 3.75 % Convertible Notes on or after the Call Notice Date and through the close of business on August 6, 2026 is 21.8116 shares of our common stock per $1,000 principal amount of 3.75 % Convertible Notes.

We elected to settle conversions on or after the Call Notice Date and through the close of business on August 6, 2026 by paying cash up to $ 2,617.40 per $1,000 principal amount of the 3.75 % Convertible Notes to be converted (which, on an as-converted basis, corresponds to approximately $ 120.00 per share of our common stock) and delivering shares of our common stock in respect of the remainder, if any, of the conversion obligation in excess thereof.

Prior to our irrevocable Conversion Election, we had the ability to settle the 3.75 % Convertible Notes using cash, shares, or any combination of the two.

Accordingly, the embedded conversion option derivative qualified for the scope exception for contracts indexed to and settled in an entity’s own equity under ASC 815 and was not required to be accounted for as separate derivative instrument.

Upon our Conversion Election, the embedded conversion option no longer qualified for the equity scope exception.

We reassessed the embedded conversion option in accordance with ASC 815 and concluded it was required to be bifurcated and accounted for separately as a derivative liability as of the Call Notice Date, with a corresponding adjustment to the carrying amount of the 3.75 % Convertible Notes.

Upon bifurcation of the conversion option on the Call Notice Date, we recorded an embedded conversion option derivative liability at fair value of $ 527.9 million, a debt discount of $ 273.7 million against the carrying value of the 3.75 % Convertible Notes, a $ 2.9 million expense of previously unamortized debt issuance costs, resulting in a $ 257.1 million Loss on convertible debt transactions, net.

Subsequent to initial recognition, the embedded conversion option derivative liability must be remeasured at fair value at each reporting date, with changes in fair value recognized in earnings in accordance with ASC 815.

The fair value of the embedded conversion option derivative liability recognized on our Condensed Consolidated Balance Sheets was $ 630.5 million as of June 30, 2026.

We recognized a loss on derivative remeasurement in Loss on convertible debt transactions, net of $ 102.6 million in our Condensed Consolidated Statement of Operations during the three months ended June 30, 2026 which, along with the $ 257.1 million previously recorded at the Call Notice Date, resulted in a $ 359.7 million Loss on convertible debt transactions, net for the three months ended June 30, 2026.

The debt discount associated with the bifurcation is amortized to interest expense over the remaining term of the 3.75 % Convertible Notes using the effective interest method in accordance with ASC 835, Interest .

We recognized interest expense of $ 3.5 million in our Condensed Consolidated Statement of Operations during the three and six months ended June 30, 2026.

The remainder of the debt discount will be amortized to interest expense during the three months ending September 30, 2026.

The capped call transactions associated with the 3.75 % Convertible Notes continue to qualify for equity classification under ASC 815.

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Credit Agreement

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

We borrowed $ 75.0 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 or loans or any bridge financing pursuant to financing documentation other than the Credit Agreement, or a combination thereof, in an amount not to exceed (1) the greater of (a) $ 535.0 million and (b) the amount equal to 100 % of Consolidated EBITDA (as defined in the Credit Agreement), calculated on a pro forma basis, plus (2) unlimited additional amounts so long as on a pro forma basis after giving effect to the incurrence of additional indebtedness and after giving effect to all other appropriate pro forma adjustments, the ratio of consolidated funded secured indebtedness to Consolidated EBITDA (as defined in the Credit Agreement) does not exceed 1.25 to 1.0, in each case, subject to lender approval.

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

As of June 30, 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 August 2026 and June 2027.

During the second quarter, we borrowed and repaid $ 170.0 million on the Revolver.

We may borrow under the Credit Agreement, at our option, at either (a) term SOFR plus an applicable margin ranging from 1.25 % to 2.0 %, or (b) a base rate plus an applicable margin ranging from 0.25 % to 1.0 %.

The applicable margin will be based on our consolidated leverage ratio set forth on the most recent compliance certificate delivered quarterly.

In addition, we have agreed to pay an unused commitment fee ranging from 0.175 % to 0.350 %, depending on our consolidated leverage ratio set forth on the most recent compliance certificate delivered quarterly.

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

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

Covenants and Events of Default

Our Credit Agreement requires us to comply with various affirmative, restrictive and financial covenants, including the financial covenants described below.

Our failure to comply with these covenants would constitute an event of default under the Credit Agreement.

Additionally, the 3.25 % Convertible Notes and 3.75 % Convertible Notes are governed by the terms and conditions of their respective indentures.

Our failure to pay principal, interest or other amounts when due or within the relevant grace period on our 3.25 % Convertible Notes, our 3.75 % Convertible Notes or our Credit Agreement would constitute an event of default under the 3.25 % Convertible Notes indenture, the 3.75 % Convertible Notes indenture or the Credit Agreement.

Our failure to comply with these covenants following any relevant cure periods would constitute an event of default under the Credit Agreement.

The indentures governing our 3.25 % Convertible Notes, our 3.75 % Convertible Notes and our 6.375 % Senior Notes also require us to comply with various covenants.

Our failure to comply with these covenants following any relevant cure periods would constitute an event of default under the indentures governing our 3.25 % Convertible Notes, our 3.75 % Convertible Notes and our 6.375 % Senior Notes.

Additionally, our failure to pay principal, interest or other amounts when due or within the relevant grace period on our 6.375 % Senior Notes, our 3.25 % Convertible Notes, our 3.75 % Convertible Notes or our Credit Agreement would constitute an event of default under the 6.375 % Senior Notes indenture, the 3.25 % Convertible Notes indenture, the 3.75 % Convertible Notes indenture or the Credit Agreement.

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

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

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

A default under the 6.375 % Senior Notes indenture, the 3.25 % Convertible Notes indenture or the 3.75 % Convertible Notes indenture could result in acceleration of the maturity of the notes.

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

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

As of June 30, 2026, we were in compliance with all covenants contained in the Credit Agreement and in the indentures governing our notes.

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 and six months ended June 30, 2026, we capitalized $ 9.9 million in third party offering costs related to the issuance of the 6.375 % Senior Notes.

These debt issuance costs will be amortized over the expected life of the 6.375 % Senior Notes.

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,

Other (income) expense, net

The components of the Total other (income) expense, net are as follows:

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

Loss on convertible debt transactions, net (1) $ 359,719 $ — $ 369,423 $ —

Interest income ( 5,147 ) ( 5,761 ) ( 10,996 ) ( 12,029 )

Interest expense (2) 21,761 7,927 38,093 15,684

Equity in income of affiliates, net ( 5,697 ) ( 3,698 ) ( 9,170 ) ( 4,792 )

Other income, net ( 4,492 ) ( 2,462 ) ( 3,831 ) ( 2,525 )

Total other (income) expense, net 366,144 ( 3,994 ) 383,519 ( 3,662 )

(1) The loss on convertible debt transactions, net includes $ 356.7 million and $ 363.5 million of loss on derivative remeasurement related to the 3.75 % Convertible Notes during the three and six months ended June 30, 2026, respectively.

See Note 14 for details.

(2) Interest expense includes $ 3.5 million related to the amortization of convertible debt discount associated with the 3.75 % Convertible Notes during the three and six months ended June 30, 2026.

See Note 14 for details.

Weighted Average Shares Outstanding and Net Income (Loss) Per Share

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

Three Months Ended

June 30, Six Months Ended

(in thousands, except per share amounts) 2026 2025 2026 2025

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

Net income (loss) attributable to common shareholders $ ( 278,162 ) $ 71,700 $ ( 319,861 ) $ 38,044

Interest expense related to Convertible Notes

— 2,994 — 5,988

Net income (loss) attributable to common shareholders for diluted earnings per share $ ( 278,162 ) $ 74,694 $ ( 319,861 ) $ 44,032

Weighted average common shares outstanding, basic 43,751 43,746 43,641 43,605

Dilutive effect of RSUs — 543 — 564

Dilutive effect of Convertible Notes

— 8,466 — 8,447

Weighted average common shares outstanding, diluted 43,751 52,755 43,641 52,616

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 benefit from income taxes for the respective periods:

Three Months Ended March 31,

Net income (loss) per share, basic $ ( 6.36 ) $ 1.64 $ ( 7.33 ) $ 0.87

Net income (loss) per share, diluted $ ( 6.36 ) $ 1.42 $ ( 7.33 ) $ 0.84

Basic net income (loss) per share attributable to common stockholders is calculated by dividing net income (loss) attributable to common stockholders by the weighted average shares of common stock outstanding for the period.

Diluted net income (loss) per share attributable to common stockholders includes the effect of potentially dilutive securities when their effect is dilutive.

Potentially dilutive securities consist of unvested RSUs, which are included using the treasury stock method, and shares issuable upon conversion of the 3.25 % Convertible Notes and 3.75 % Convertible Notes, which are included using the if-converted method.

Due to net losses for the three and six months ended June 30, 2026, 488,000 and 509,000 shares related to unvested RSUs and 7,983,000 and 8,705,000 shares related to the potential conversion of the convertible notes, respectively, were excluded from the calculation of diluted weighted average shares outstanding because their inclusion would have been anti-dilutive.

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The capped call transactions associated with the 3.25 % Convertible Notes and 3.75 % Convertible Notes were not included in the calculation of diluted weighted average shares outstanding because their effect would have been anti-dilutive.

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

Three Months Ended

June 30, Six Months Ended

(dollars in thousands) 2026 2025 2026 2025

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

Provision for income taxes $ 32,248 $ 27,214 $ 20,129 $ 15,458

Effective tax rate ( 13.5 %) 25.3 % ( 7.0 %) 22.9 %

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.”

Our effective tax rate for the three and six months ended June 30, 2026 is lower than the prior period primarily due to nondeductible losses on convertible debt transactions and the related amortization of convertible debt discount, as described in Note 15 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 March 31, 2026 and December 31, 2025.

The total liabilities recorded in our condensed consolidated balance sheets for legal proceedings and government inquiries were immaterial as of June 30, 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

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NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

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.

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.

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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.

GRANITE CONSTRUCTION INCORPORATED

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Reportable Segment Information

We manage our operations under two reportable segments, Construction and Materials, which are distinguished by differences in business activities.

Our reportable segments are the same as our operating segments and correspond with how our chief operating decision maker, or decision-making group (our “CODM”) regularly reviews financial information to allocate resources and assess performance.

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

Our reportable segments are the same as our operating segments and correspond with how our chief operating decision maker (“CODM”) regularly reviews financial information to allocate resources and assess performance.

We identified our CODM as our Chief Executive Officer.

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 March 31, Construction Materials Total

Three months ended June 30, Construction Materials Total

Total revenue from reportable segments $ 1,207,479 $ 364,849 $ 1,572,328

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(Gain) loss on sales of property and equipment, net ( 2,062 ) 86 ( 1,976 )

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

Operating income from reportable segments $ 139,489 $ 31,063 $ 170,552

Depreciation, depletion and amortization $ 17,472 $ 27,379 $ 44,851

Segment assets as of period end $ 688,110 $ 1,396,147 $ 2,084,257

Total revenue from reportable segments $ 937,426 $ 251,856 $ 1,189,282

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Cost of revenue 783,760 143,105 926,865

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

Gross profit 153,666 45,433 199,099

Selling, general and administrative expenses 48,323 6,022 54,345

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

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

Operating income from reportable segments $ 106,022 $ 41,472 $ 147,494

Depreciation, depletion and amortization $ 19,223 $ 14,273 $ 33,496

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

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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 March 31,

Six Months Ended June 30, Construction Materials Total

Total revenue from reportable segments $ 1,973,533 $ 562,340 $ 2,535,873

Elimination of intersegment revenue — ( 167,536 ) ( 167,536 )

Revenue 1,973,533 394,804 2,368,337

Cost of revenue 1,672,659 347,002 2,019,661

Gross profit 300,874 47,802 348,676

Selling, general and administrative expenses 133,443 20,842 154,285

(Gain) loss on sales of property and equipment, net ( 6,303 ) 1,378 ( 4,925 )

Operating income from reportable segments $ 173,734 $ 25,582 $ 199,316

Depreciation, depletion and amortization $ 37,675 $ 47,762 $ 85,437

Segment assets as of period end $ 805,550 $ 1,441,161 $ 2,246,711

Total revenue from reportable segments $ 1,552,044 $ 357,436 $ 1,909,480

Elimination of intersegment revenue — ( 83,969 ) ( 83,969 )

Revenue 1,552,044 273,467 1,825,511

Cost of revenue 1,312,940 229,623 1,542,563

Gross profit 239,104 43,844 282,948

Selling, general and administrative expenses 110,650 14,567 125,217

Gain on sales of property and equipment, net ( 2,528 ) ( 2,130 ) ( 4,658 )

Operating income from reportable segments $ 130,982 $ 31,407 $ 162,389

Depreciation, depletion and amortization $ 33,675 $ 27,828 $ 61,503

Segment assets as of period end $ 615,962 $ 687,175 $ 1,303,137

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

Three Months Ended

June 30, Six Months Ended

(in thousands) 2026 2025 2026 2025

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Other costs, net 5,406 13,253 8,443 22,679

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

Total other expense, net 17,375 332

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

Total operating income 126,808 103,565 95,675 63,814

Total other (income) expense, net 366,144 ( 3,994 ) 383,519 ( 3,662 )

Income (loss) before income taxes $ ( 239,336 ) $ 107,559 $ ( 287,844 ) $ 67,476

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