GRANITE CONSTRUCTION INC
For the period ended Dec 31, 2025. Filed Feb 13, 2026.
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FY2025 · Filed Feb 13, 2026
GVA$124.81-0.1%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
- Financial Statements. The following consolidated financial statements and related documents are filed as part of this report:
| Financial Statements | Page |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | F-1 to F-3 |
| Consolidated Balance Sheets | F-4 |
| Consolidated Statements of Operations | F-5 |
| Consolidated Statements of Comprehensive Income | F-6 |
| Consolidated Statements of Shareholders’ Equity | F-7 |
| Consolidated Statements of Cash Flows | F-9 |
| Notes to the Consolidated Financial Statements | F-11 to F-47 |
Financial Statement Schedules. Schedules are omitted because they are not required or applicable, or the required information is included in the Financial Statements or related notes.
Exhibits. The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of, or furnished with, this report.
(b)
INDEX TO 10-K EXHIBITS
| Exhibit No. | Exhibit Description | |
| 2.1 | * | Equity Purchase Agreement by and among Granite Construction Incorporated, Roberts Family Companies, Inc., Lehman-Roberts Company, Memphis Stone & Gravel Company, Patrick Nelson, as sellers’ representative, and the entities and individuals party thereto [Exhibit 2.1 to the Company’s Form 8-K filed on December 5, 2023] |
| 2.2 | * | Equity Purchase Agreement, dated August 5, 2025 by and among Granite Construction Incorporated, LMS of Hattiesburg, L.P., Steven M. Warren, Melissa W. McGee and Steven M. Warren, as sellers’ representative [Exhibit 2.1 to the Company’s Form 8-K filed on August 6, 2025] |
| 3.1 | * | Certificate of Incorporation of Granite Construction Incorporated, as amended [Exhibit 3.1.b to the Company’s Form 10-Q for the quarter ended June 30, 2006] |
| 3.2 | * | Certificate of Amendment to the Certificate of Incorporation of Granite Construction Incorporated [Exhibit 3.1 to the Company’s Form 8-K filed on June 9, 2023] |
| 3.3 | * | Amended and Restated Bylaws of Granite Construction Incorporated [Exhibit 3.1 to the Company’s Form 8-K filed on April 7, 2023] |
| 4.1 | * | Indenture (including Form of Note) with respect to Granite Construction Incorporated’s 3.75% Convertible Senior Notes due 2028, dated May 11, 2023, by and between Granite Construction Incorporated and Wilmington Trust, National Association, as trustee [Exhibit 4.1 to the Company’s Form 8-K filed on May 11, 2023] |
| 4.2 | * | Indenture (including Form of Note) with respect to Granite Construction Incorporated’s 3.25% Convertible Senior Notes due 2030, dated June 11, 2024, by and between Granite Construction Incorporated and Wilmington Trust, National Association, as trustee [Exhibit 4.1 to the Company’s Form 8-K filed on June 12, 2024] |
| 4.3 | * | Description of Common Stock [Exhibit 4.2 to the Company’s Form 10-K for the year ended December 31, 2019] |
| 10.1 | * | Fifth Amended and Restated Credit Agreement, dated as of August 5, 2025, by and among Granite Construction Incorporated, Granite Construction Company and GILC Incorporated, as borrowers, Bank of America, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer, and the lenders and other parties thereto [Exhibit 10.1 to the Company’s Form 8-K filed on August 6, 2025] |
| 10.2 | * | Fifth Amended and Restated Guaranty Agreement, dated as of August 5, 2025, by and among Granite Construction Incorporated, the other guarantors party thereto and Bank of America, N.A., as administrative agent [Exhibit 10.2 to the Company’s Form 8-K filed on August 6, 2025] |
| 10.3 | * | Form of 2023 Capped Call Confirmation [Exhibit 10.1 to the Company’s Form 8-K filed on May 11, 2023] |
| 10.4 | * | Form of 2024 Capped Call Confirmation [Exhibit 10.1 to the Company’s Form 8-K filed on June 12, 2024] |
| 10.5 | *** | Key Management Deferred Compensation Plan II, as amended [Exhibit 10.1 to the Company's Form 10-K filed on February 23, 2024] |
| 10.6 | *** | Form of Amended and Restated Director and Officer Indemnification Agreement [Exhibit 10.10 to the Company’s Form 10-K for the year ended December 31, 2002] |
| 10.7 | *** | Granite Construction Incorporated Annual Incentive Plan adopted by the Board of Directors on March 30, 2022 [Exhibit 10.1 to the Company’s Form 8-K filed on April 1, 2022] |
| 10.8 | †** | Form of Annual Incentive Plan Participation Agreement |
| 10.9 | *** | Executive Retention and Severance Plan III and Participation Agreement, as amended [Exhibit 10.13 to the Company's Form 10-K filed on February 23, 2024] |
| 10.10 | *** | Long Term Incentive Plan, effective January 1, 2020 [Exhibit 10.2 to the Company's Form 8-K filed on March 30, 2020] |
| 10.11 | *** | Form of Long Term Incentive Plan Award Agreement [Exhibit 10.13 to the Company’s Form 10-K filed on February 14, 2025] |
| 10.12 | *** | Granite Construction Incorporated 2021 Equity Incentive Plan [Exhibit 10.2 to the Company’s Form 8-K filed on June 4, 2021] |
| 10.13 | *** | Form of Employee Service Award Restricted Stock Unit Agreement (2021 Equity Incentive Plan) [Exhibit 10.4 to the Company’s Form 8-K filed on June 4, 2021] |
| 10.14 | *** | Form of Employee TSR Award Restricted Stock Unit Agreement (2021 Equity Incentive Plan) [Exhibit 10.5 to the Company’s Form 8-K filed on June 4, 2021] |
| Exhibit No. | Exhibit Description | |
| 10.15 | *** | Form of Executive Officer Acknowledgement & Agreement Pertaining to the Granite Construction Incorporated Clawback Policy [Exhibit 10.2 to the Company’s Form 8-K filed on October 13, 2023] |
| 10.16 | *** | Granite Construction Incorporated 2024 Equity Incentive Plan [Exhibit 10.2 to the Company’s Form 8-K filed on June 6, 2024] |
| 10.17 | *** | Form of Non-Employee Director Restricted Stock Unit Agreement [Exhibit 10.3 to the Company’s Form 8-K filed on June 6, 2024] |
| 10.18 | *** | Form of Employee Service Award Restricted Stock Unit Agreement [Exhibit 10.4 to the Company’s Form 8-K filed on June 6, 2024] |
| 10.19 | *** | Form of Employee LTIP Award Restricted Stock Unit Agreement [Exhibit 10.5 to the Company’s Form 8-K filed on June 6, 2024] |
| 10.20 | *** | Separation and Transition Agreement dated September 16, 2024 by and between the Company and Ms. Curtis [Exhibit 10.1 to the Company's Form 8-K filed on September 16, 2024] |
| 10.21 | *** | Severance Agreement, Release and Waiver, dated July 4, 2025, by and between the Company and Mr. Radich [Exhibit 10.1 to the Company’s Form 8-K filed on July 7, 2025] |
| 21 | † | List of Subsidiaries of Granite Construction Incorporated |
| 23.1 | † | Consent of PricewaterhouseCoopers LLP |
| 31.1 | † | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | † | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32 | †† | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 95 | † | Mine Safety Disclosure |
| 97 | *** | Clawback Policy [Exhibit 10.1 to the Company’s Form 8-K filed on October 13, 2023] |
| 101.INS | † | Inline XBRL Instance Document |
| 101.SCH | † | Inline XBRL Taxonomy Extension Schema |
| 101.CAL | † | Inline XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF | † | Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB | † | Inline XBRL Taxonomy Extension Label Linkbase |
| 101.PRE | † | Inline XBRL Taxonomy Extension Presentation Linkbase |
| 104 | † | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (included within the Exhibit 101 attachments). |
*Incorporated by reference
**Compensatory plan or management contract
†Filed herewith
††Furnished herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GRANITE CONSTRUCTION INCORPORATED
By: /s/ Staci M. Woolsey
Staci M. Woolsey
Executive Vice President and Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer)
Date: February 12, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated and on the dates indicated.
| /s/ Michael F. McNally | February 12, 2026 |
|---|---|
| Michael F. McNally, Chairman of the Board and Director | |
| /s/ Kyle T. Larkin | February 12, 2026 |
| Kyle T. Larkin, President, Chief Executive Officer and Director (Principal Executive Officer) | |
| /s/ Staci M. Woolsey | February 12, 2026 |
| Staci M. Woolsey, Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
| /s/ Louis E. Caldera | February 12, 2026 |
| Louis E. Caldera, Director | |
| /s/ Molly C. Campbell | February 12, 2026 |
| Molly C. Campbell, Director | |
| /s/ Carlos M. Hernandez | February 12, 2026 |
| Carlos M. Hernandez, Director | |
| /s/ Alan P. Krusi | February 12, 2026 |
| Alan P. Krusi, Director | |
| /s/ Celeste B. Mastin | February 12, 2026 |
| Celeste B. Mastin, Director | |
| /s/ Laura M. Mullen | February 12, 2026 |
| Laura M. Mullen, Director | |
| /s/ J. Timothy Romer | February 12, 2026 |
| J. Timothy Romer, Director | |
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