GRANITE CONSTRUCTION INC 10-Q

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The following table sets forth information regarding the repurchase of shares of our common stock during the three months ended March 31, 2022: Period   Total number of shares purchased (1)     Average price paid per share     Total number of shares purchased as part of publicly announced plans or programs     Approximate dollar value of shares that may yet be purchased under the plans or programs (2)   January 1, 2022 through January 31, 2022   72     $38.89     —     $157,165,044   February 1, 2022 through February 28, 2022   2,196     $35.99     —     $300,000,000   March 1, 2022 through March 31, 2022   663,612     $30.35     611,000     $281,535,405       665,880     $30.37     611,000         (1) Includes 72, 2,196 and 52,612 shares purchased during January, February and March, respectively, in connection with employee tax withholding for restricted stock units vested under our 2021 Equity Incentive Plan. (2) As announced on April 29, 2016, on April 7, 2016, the Board of Directors authorized us to purchase up to $200.0 million of our common stock at management's discretion (the “2016 authorization”). As part of the 2016 authorization, we established a share repurchase program to facilitate common stock repurchases. 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 (the “2022 authorization”). The 2022 authorization replaced the 2016 authorization, including the amount available for repurchase, and no further repurchases will take place under the 2016 authorization.  In March 2022, we purchased 611,000 shares under the 2022 authorization. As of March 31, 2022, $281.5 million of the 2022 authorization remained available. The specific timing and amount of any future purchases will vary based on market conditions, securities law limitations and other factors   Item 4. MINE SAFETY DISCLOSURES The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17CFR 229.104) is included in Exhibit 95 to this Quarterly Report on Form 10-Q. 28 Table of Contents   Item 6. EXHIBITS   2.1   *   Purchase Agreement, dated February 2, 2022, by and among Layne Heavy Civil, Inc., Granite Construction International, Granite Construction Incorporated, Inland Pipe Rehabilitation LLC and 1000097155 Ontario Inc. [Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 3, 2022] 10.1   *   Granite Construction Incorporated Annual Incentive Plan adopted by the Board of Directors on March 30, 2022 [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 1, 2022] 10.2   *   Form of Annual Incentive Plan Participation Agreement [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 1, 2022] 31.1   †   Certification of Principal Executive Officer  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2   †   Certification of Principal Financial Officer  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32   ††   Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 95   †   Mine Safety Disclosure 101.INS   †   Inline XBRL Instance Document (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document) 101.SCH   †   Inline XBRL Taxonomy Extension Schema 101.CAL   †   Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF   †   Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB   †   Inline XBRL Taxonomy Extension Label Linkbase 101.PRE   †   Inline XBRL Taxonomy Extension Presentation Linkbase 104   †   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)       *   Incorporated by reference     †   Filed herewith     ††   Furnished herewith SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.               GRANITE CONSTRUCTION INCORPORATED                 Date: April 28, 2022       By:   /s/ Elizabeth L. Curtis               Elizabeth L. Curtis               Executive Vice President and Chief Financial Officer               (Duly Authorized Officer and Principal Financial Officer)   29