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 June 30, 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)   April 1, 2022 through April 30, 2022   203     $31.51     —     $281,535,405   May 1, 2022 through May 31, 2022   1,320,568     $30.29     1,320,568     $241,535,405   June 1, 2022 through June 30, 2022   4,935     $32.11     —     $241,535,405       1,325,706     $30.30     1,320,568         (1) Includes 203 and 4,935 shares purchased during April and June, respectively, in connection with employee tax withholding for restricted stock units vested under our equity incentive plans. (2) 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”). In May 2022, we purchased approximately 1.32 million shares under the 2022 authorization in the accelerated share repurchase. As of June 30, 2022, $241.5 million of the 2022 authorization remained available; however, approximately $10 million of this amount is restricted for the accelerated share repurchase. 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   10.1   *   Fourth Amended and Restated Credit Agreement, dated June 2, 2022, by and among Granite Construction Incorporated, Granite Construction Company, GILC Incorporated, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and the lenders and other parties thereto [Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 6, 2022]. 10.2   *   Fourth Amended and Restated Guaranty Agreement, dated June 2, 2022, by and among Granite Construction Incorporated, the guarantors party thereto and Bank of America, N.A., as Administrative Agent [Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 6, 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: July 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