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GRANITE CONSTRUCTION INC

For the period ended Mar 31, 2026. Filed Apr 30, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 30, 2026

GVA$120.52-0.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0000861459-25-000053

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-30.

0000861459-26-000018

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 95 previous paragraphs and 82 current paragraphs.

45 unchanged; 30 reworded; 6 added; 19 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 14 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (6)

Current report

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

Current report

Construction gross profit for the three months ended March 31, 2026 increased by $16.7 million, or 19.6%, when compared to 2025 primarily due to higher revenue and improved project execution across our project portfolio. Construction gross profit as a percent of revenue decreased when compared to the first quarter of the prior year as we recognized a net increase from a revision in estimate due to a claim settlement in the prior year which did not recur.

Current report

During the three months ended March 31, 2026, total other expense, net increased $17.0 million, primarily due to expenses associated with the repurchase of a portion of our 3.75% Convertible Notes (see Note 14). We incurred $2.9 million of inducement expense and $6.8 million of related charges, which were included in Other (income) expense, net in the condensed consolidated statements of operations. There was also an increase of $8.6 million in interest expense primarily related to increased borrowings under our credit agreement (see Note 14).

Current report

Cash used in financing activities of $255.1 million for the three months ended March 31, 2026 represents a $208.5 million increase in cash used in financing activities when compared to the same period of 2025. The increase was primarily driven by $288.5 million of repurchases of a portion of our 3.75% Convertible Notes in the current year. The increase was partially offset by $56.7 million in proceeds from the partial unwind of the capped call transactions and decreased net distributions to non-controlling partners of $26.6 million.
Removed paragraphs (19)

Previous report

On August 5, 2025, we completed the acquisition of Slats Lucas, LLC and Warren Paving, Inc. (collectively, “Warren Paving”) for $540.0 million in cash, subject to customary closing adjustments. Warren Paving is a vertically-integrated asphalt contractor and aggregate producer with operations along the Gulf Coast and Mississippi River. This acquisition aligns with our strategy to expand our presence into new geographies with future growth opportunities while supporting our existing operations, particularly the Materials segment.

Previous report

We acquired Dickerson & Bowen, Inc. (“D&B”) on August 9, 2024. D&B is an aggregates, asphalt, and highway construction company serving central and southern Mississippi.

Previous report

Our consolidated financial statements include the results of Warren Paving, Papich Construction and D&B from their respective acquisition dates forward, which impacts comparability to the applicable prior periods. See Note 3 of “Notes to the Condensed Consolidated Financial Statements” for further information.

Previous report

On August 5, 2025, we entered into the Fifth Amended and Restated Credit Agreement (the “Credit Agreement”), which provides for (1) a $600.0 million senior secured revolving credit facility (the “Revolver”), (2) a $600.0 million senior secured term loan (the “Initial Term Loan”) and (3) an additional $75.0 million senior secured term loan ("Delayed Draw Term Loan").

Previous report

The Warren Paving, Papich Construction and Cinderlite acquisitions were funded with proceeds from the Initial Term Loan and the Delayed Draw Term Loan, a $10.0 million draw on our Revolver and from cash on hand. The $10.0 million Revolver draw was repaid during the third quarter and the $75.0 million Delayed Draw Term Loan was repaid on October 31, 2025.

Previous report

Construction gross profit for the three and nine months ended September 30, 2025 increased by $21.7 million and $68.6 million, or 12.7% and 18.9%, respectively, when compared to 2024 primarily due to improved project execution across our project portfolio. For the year to date period in 2025, we also recognized net increases from revisions in estimates due to claim settlements. For further discussion of projects with revisions in estimates which individually had an impact of $5.0 million or more on gross profit, see Note 4 of “Notes to the Condensed Consolidated Financial Statements.” Additionally, construction gross profit from our recently acquired businesses, Warren Paving and Papich Construction, was $7.2 million for both the three and nine months ended September 30, 2025, which included $1.3 million of purchase accounting-related charges such as step-up depreciation and intangible asset amortization. See Note 3 of “Notes to the Condensed Consolidated Financial Statements” for further information about acquisitions.

Previous report

During the three months ended September 30, 2025, total other (income) expense, net remained relatively flat. During the nine months ended September 30, 2025, total other (income) expense, net improved $24.3 million, primarily due to the $27.6 million loss on debt extinguishment in 2024 that did not reoccur in 2025.

Previous report

On July 4, 2025, Public Law No. 119-21 known as the “One Big Beautiful Bill Act” (“OBBBA”) was signed into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act of 2017. For 2025, we expect to realize a current year benefit associated with accelerated depreciation but do not expect any material impact on our effective tax rate.

Previous report

The following table presents the amount attributable to non-controlling interests in consolidated subsidiaries for the respective periods:

Previous report

The amount attributable to non-controlling interests represents the non-controlling owners’ share of the net (income) or loss of our consolidated construction joint ventures. During the three and nine months ended September 30, 2025 the increase was primarily due to increased profitability on joint venture projects.

Previous report

Cash provided by financing activities of $521.7 million for the nine months ended September 30, 2025 represents a $549.5 million increase in cash provided by financing activities when compared to the same period of 2024. The change was primarily due to increased proceeds from debt issuances, net of debt repayments and related charges of $589.7 million. This increase was partially offset by increased distributions to non-controlling partners, net of contributions of $38.7 million.
Reworded paragraphs (30)

Previous wording

We deliver infrastructure solutions for public and private clients primarily in the United States. We are one of the largest diversified, vertically integrated civil contractors and construction materials producers in the United States. Within the public sector, we primarily concentrate on infrastructure projects, including the construction of streets, roads, highways, mass transit facilities, airport infrastructure, bridges, dams, power-related facilities, utilities, tunnels, water well drilling and other infrastructure-related projects. Within the private sector, we perform various services such as site preparation, mining services and infrastructure services for commercial and industrial sites, railways, residential development, energy development, as well as provide construction management professional services. We own and lease aggregate reserves and own processing plants that are vertically integrated into our construction operations and we also produce construction materials for sale to third parties.

Current wording

We deliver infrastructure solutions for public and private clients primarily in the United States. We are one of the largest diversified, vertically integrated civil contractors and construction materials producers in the United States. Within the public sector, we primarily concentrate on infrastructure projects, including the construction of streets, roads, highways, mass transit facilities, airport infrastructure, bridges, dams, power-related facilities, utilities, tunnels, water well drilling and other infrastructure-related projects. Within the private sector, we perform various services such as site preparation, mining services and infrastructure services for commercial and industrial sites, railways, residential development, energy development, as well as provide construction management professional services. We own and lease aggregate reserves, and we own processing plants that are vertically integrated into our construction operations. We also produce construction materials for sale to third parties.

Previous wording

Funding for our public work projects, which account for approximately 85% of our portfolio, is dependent on federal, state, regional and local revenues. At the federal level, the $1.2 trillion Infrastructure Investment and Jobs Act (“IIJA”) has increased federal highway, bridge and transit funding to its highest level in more than six decades with $550 billion in incremental funding over five years. The increased multi-year spending commitment improved the programming visibility for state and local governments and drove an increase in project lettings that started in 2023, and has continued through 2025. With the IIJA ending in September of 2026, discussions have begun in Congress concerning a replacement bill.

Current wording

Funding for our public work projects, which account for approximately 85% of our Committed and Awarded Projects (“CAP”), is dependent on federal, state, regional and local revenues. At the federal level, the $1.2 trillion Infrastructure Investment and Jobs Act (“IIJA”) has increased federal highway, bridge and transit funding to its highest level in more than six decades with $550 billion in incremental funding over five years. The increased multi-year spending commitment improved the programming visibility for state and local governments and drove an increase in project lettings that started in 2023 and continued through the date of this filing. With the IIJA ending in September of 2026, discussions are ongoing in Congress concerning a replacement bill.

Previous wording

At state, regional and local levels, voter-approved state and local transportation measures continue to support infrastructure spending. While each market is unique, we see a strong funding environment at the state and local levels aided by the IIJA. In California, our top revenue-generating state, despite overall budgetary concerns, a significant part of the state infrastructure spend is funded through Senate Bill 1 (SB-1), the Road Repair and Accountability Act of 2017, a 10-year, $54.2 billion program, which may only be used for transportation-related purposes, without any sunset provisions.

Current wording

At state, regional and local levels, voter-approved state and local transportation measures continue to support infrastructure spending. While each market is unique, we see a strong funding environment at the state and local levels aided by the IIJA. In California, our top revenue-generating state, despite overall budgetary concerns, a significant part of the state infrastructure spend is funded through Senate Bill 1 (SB-1), the Road Repair and Accountability Act of 2017, a program without any sunset provisions that may only be used for transportation-related purposes.

Previous wording

Our Committed and Awarded Projects (“CAP”) balance continues to be strong with $6.3 billion at the end of the third quarter of 2025. Our CAP is supported by a positive public funding environment and strength in the private markets we serve, which we believe will provide further opportunities for continued CAP growth.

Current wording

Our CAP balance continues to be strong with $7.2 billion at the end of the first quarter of 2026. Our CAP is supported by a positive public funding environment and strength in the private markets we serve, which we believe will provide further opportunities for continued CAP growth.

Previous wording

On October 1, 2025, the U.S. government shut down due to a failure to agree on funding for the new fiscal year. We have not experienced any material impacts to our operations, results of operations or financial condition, but continue to monitor the impacts, if any, of this shut down. Depending on the length of the shut down, our results of operations and/or financial condition could potentially be materially impacted. Over the last several years, inflation, supply chain and labor constraints have had a significant impact on the global economy including Granite and others in the construction industry in the United States. Recently, concerns over tariffs have been a major source of uncertainty in the economy. To date, we have not experienced a material financial impact due to tariffs. It is impossible to fully mitigate the potential impacts of the foregoing macro-economic factors and they may negatively impact us in the future. However, where practicable, we have applied proactive measures to mitigate these macro-economic factors, such as fixed forward purchase contracts of oil related inputs, energy surcharges, and adjustment of project schedules for constraints related to construction materials such as concrete.

Current wording

Over the last several years, inflation, supply chain and labor constraints have had a significant impact on the global economy including Granite and others in the construction industry in the United States. Recently, concerns over tariffs and the conflict in Iran's impact on oil prices have been major sources of uncertainty in the economy. To date, we have not experienced a material financial impact due to tariffs or the conflict in Iran. It is impossible to fully mitigate the potential impacts of the foregoing macro-economic factors and they may negatively impact us in the future. However, where practicable, we have applied proactive measures to mitigate these macro-economic factors, such as fixed forward purchase contracts of oil related inputs, energy surcharges, and adjustment of project schedules for constraints related to construction materials.

Previous wording

On October 3, 2025, we completed the acquisition of Cinderlite Trucking Corporation (“Cinderlite”) for $58.5 million in cash, subject to customary closing adjustments. We purchased all of the outstanding equity interest of Cinderlite, which is a construction materials, landscape supply, and transportation company in Carson City, Nevada. This acquisition aligns with our strategy of enhancing our vertical integration by strengthening our existing home markets. The results of Cinderlite will be included in our consolidated results beginning in the fourth quarter of 2025 and are not expected to have a material impact on our results of operations.

Current wording

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

Previous wording

The following table presents a financial summary for the three and nine months ended September 30, 2025 and 2024:

Current wording

The following table presents a financial summary for the three months ended March 31, 2026 and 2025:

Previous wording

Construction revenue for the three and nine months ended September 30, 2025 increased by $81.8 million and $120.7 million, or 7.6% and 4.7%, respectively, when compared to 2024. These increases were primarily driven by $52.7 million of construction revenue from our recently acquired businesses, Warren Paving and Papich Construction, during the three and nine months ended September 30, 2025. Additionally, D&B construction revenue increased by $4.0 million and $31.1 million for the three and nine months ended September 30, 2025, respectively, when compared to 2024. Our remaining Construction revenue increased year-over-year driven primarily by higher CAP entering the quarter and year.

Current wording

Construction revenue for the three months ended March 31, 2026 increased by $151.4 million, or 24.6%, when compared to 2025. This increase was primarily driven by higher CAP entering the quarter, along with $43.1 million of construction revenue from our recently acquired businesses, Warren Paving and Papich Construction, during the three months ended March 31, 2026.

Previous wording

Materials revenue for the three and nine months ended September 30, 2025 increased $76.2 million and $108.1 million, or 39.1% and 24.8%, when compared to 2024. This increase was primarily driven by higher sales volumes and prices in both aggregates and asphalt. Additionally, materials revenue from our recently acquired businesses, Warren Paving and Papich Construction, was $45.8 million for both the three and nine months ended September 30, 2025.

Current wording

Materials revenue for the three months ended March 31, 2026 increased $61.5 million, or 72.4%, when compared to 2025. This increase was primarily driven by materials revenue from our recently acquired businesses, Warren Paving, Papich Construction and Cinderlite, which was $50.3 million for the three months ended March 31, 2026.

Previous wording

CAP of $6.3 billion at September 30, 2025 was $273.3 million or 4.5% higher than at June 30, 2025. Significant additions to CAP during the three months ended September 30, 2025 included $350 million for a drainage improvement project in Illinois, $158 million for a federal project in Guam, $72 million for a port project in Alaska and $39 million for a flood prevention project in California. All of these projects are in the public sector.

Current wording

CAP of $7.2 billion at March 31, 2026 was $199.8 million or 2.9% higher than at December 31, 2025. Significant additions to CAP during the three months ended March 31, 2026 included $495 million for a tactical infrastructure project in Texas, $115 million for a reservoir replacement project in California and $114 million for a highway project in California. All of these projects are in the public sector. These CAP additions were partially offset by the cancellation of a $296 million public sector highway project in California for which the project's expanded scope exceeded available funding.

Previous wording

Non-controlling partners’ share of CAP as of September 30, 2025, June 30, 2025, December 31, 2024 and September 30, 2024 was $325.7 million, $300.1 million, $331.1 million and $355.2 million, respectively.

Current wording

Non-controlling partners’ share of CAP as of March 31, 2026 and December 31, 2025 was $336.9 million and $361.4 million respectively.

Previous wording

At September 30, 2025, one contract with remaining CAP of $10 million or more per project had total forecasted losses with remaining revenue of $35.1 million, or 0.6%, of total CAP. Provisions are recognized in the consolidated statements of operations for the full amount of estimated losses on uncompleted contracts whenever evidence indicates that the estimated total cost of a contract exceeds its estimated total revenue.

Current wording

At March 31, 2026, one contract with remaining CAP of $10 million or more per project had total forecasted losses with remaining revenue of $17.3 million, or 0.2%, of total CAP. Provisions are recognized in the consolidated statements of operations for the full amount of estimated losses on uncompleted contracts whenever evidence indicates that the estimated total cost of a contract exceeds its estimated total revenue.

Previous wording

Materials gross profit for the three and nine months ended September 30, 2025 increased by $35.9 million, or 111.4%, and $53.0 million, or 89.7%, respectively, when compared to 2024. The increased profit was primarily driven by higher volumes and sales prices in both aggregates and asphalt. The increase was also driven by gross profit from our recently acquired businesses, Warren Paving and Papich Construction, of $9.6 million for both the three and nine months ended September 30, 2025, which included $2.2 million of purchase accounting-related charges such as step-up depreciation and intangible asset amortization. See Note 3 of “Notes to the Condensed Consolidated Financial Statements” for further information about acquisitions.

Current wording

Materials gross profit for the three months ended March 31, 2026 was $7.7 million, compared to a gross loss of $1.6 million for the same period in 2025, reflecting an improvement of $9.3 million. The increased gross profit was primarily driven by higher volumes and sales prices in both aggregates and asphalt. The increase was also driven by gross profit from our recently acquired businesses, Warren Paving, Papich Construction and Cinderlite, of $4.9 million for the three months ended March 31, 2026, which included $4.4 million of purchase accounting-related charges such as step-up depreciation and intangible asset amortization. See Note 3 of “Notes to the Condensed Consolidated Financial Statements” for further information about acquisitions.

Previous wording

The following table presents the components of selling, general and administrative expenses for the respective periods:

Current wording

The following table presents the components of selling, general and administrative (“SG&A”) expenses for the respective periods:

Previous wording

Selling, general and administrative (“SG&A”) expenses include the costs for estimating and bidding, including offsetting customer reimbursements for portions of our selling/bid submission expenses (i.e., stipends), business development, materials facility permits, and costs related to our operational offices that are not allocated to direct contract costs and expenses related to our corporate functions. Other SG&A expenses include travel and entertainment, outside services, information technology, depreciation, occupancy, training, office supplies, changes in the fair market value of our non-qualified deferred compensation plan liability and other miscellaneous expenses. SG&A expenses can vary depending on the volume of projects in process and the number of employees assigned to estimating and bidding activities. As projects are completed or the volume of work slows down, we temporarily redeploy project employees to bid on new projects, moving their salaries and related costs from cost of revenue to selling expenses. SG&A expenses for the three months ended September 30, 2025 increased $10.0 million compared to the same period in 2024, primarily due to $14.7 million of higher salaries and related expenses due to increased labor costs and partially offset by a $2.5 million decrease in other selling, general and administrative expenses. SG&A expenses for the nine months ended September 30, 2025 increased $53.7 million compared to the same period in 2024, primarily due to $30.1 million of higher salaries and related expenses due to increased labor costs, as well as an $18.0 million increase in stock-based compensation due to improved financial performance.

Current wording

SG&A expenses include the costs for estimating and bidding, including offsetting customer reimbursements for portions of our selling/bid submission expenses (i.e., stipends), business development, materials facility permits, and costs related to our operational offices that are not allocated to direct contract costs and expenses related to our corporate functions. Other SG&A expenses include travel and entertainment, outside services, information technology, depreciation, occupancy, training, office supplies, changes in the fair market value of our non-qualified deferred compensation plan liability and other miscellaneous expenses. SG&A expenses can vary depending on the volume of projects in process and the number of employees assigned to estimating and bidding activities. As projects are completed or the volume of work slows down, we temporarily redeploy project employees to bid on new projects, moving their salaries and related costs from cost of revenue to selling expenses. SG&A expenses for the three months ended March 31, 2026 increased $25.0 million compared to the same period in 2025, primarily due to a $12.5 million increase in stock-based compensation, as well as $7.1 million of higher salaries and related expenses due to increased labor costs. SG&A expenses related to our recently acquired businesses, Warren Paving, Papich Construction and Cinderlite, was $4.9 million.

Previous wording

Other costs, net mainly consist of acquisition and integration costs and legal costs related to the defense of a former Company officer in his ongoing civil litigation with the Securities and Exchange Commission. The increases of $7.5 million and $8.9 million for the three and nine months ended September 30, 2025 were primarily due to acquisition and integration costs in the current year. See Note 1 and Note 3 of the “Notes to the Condensed Consolidated Financial Statements” for information on our recent acquisitions.

Current wording

Other costs, net mainly consists of acquisition and integration costs and, in the prior year, legal costs related to the defense of a former Company officer in his civil litigation with the SEC. The decrease of $6.4 million for the three months ended March 31, 2026 was primarily driven by a reduction in legal costs following the resolution of our former officer's civil litigation in January 2026. This was partially offset by increased acquisition and integration costs in the current year. See Note 1 and Note 3 of the “Notes to the Condensed Consolidated Financial Statements” for information on our recent acquisitions.

Previous wording

The following table presents other (income) expense, net for the respective periods:

Current wording

The following table presents other expense, net for the respective periods:

Previous wording

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

Current wording

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

Previous wording

Our material cash requirements include paying the costs and expenses associated with our operations, servicing outstanding indebtedness, making capital expenditures and paying dividends on our capital stock. We may also from time to time prepay or repurchase outstanding indebtedness, repurchase shares of our common stock or acquire assets or businesses that are complementary to our operations. See Note 3 of “Notes to the Condensed Consolidated Financial Statements” for information on our recent acquisitions.

Current wording

Our material cash requirements include paying the costs and expenses associated with our operations, servicing outstanding indebtedness, making capital expenditures and paying dividends on our capital stock. We may also from time to time prepay or repurchase outstanding indebtedness, repurchase shares of our common stock or acquire assets or businesses that are complementary to our operations. See Note 3 of “Notes to the Condensed Consolidated Financial Statements” for information on our recent acquisitions. See Note 14 of “Notes to the Condensed Consolidated Financial Statements” for information on the exchange transactions related to our 3.75% Convertible Notes.

Previous wording

On August 5, 2025, we entered into the Credit Agreement, which provides for (1) a $600.0 million Revolver, (2) a $600.0 million Initial Term Loan and (3) an additional $75.0 million Delayed Draw Term Loan. As of September 30, 2025, the total unused availability under our Revolver was $580.4 million, resulting from $19.6 million in issued and outstanding letters of credit and no amount drawn under the Revolver. Related to the acquisition of Cinderlite on October 3, 2025, we drew the additional $75.0 million Delayed Draw Term Loan, all of which has been repaid as of the date of this report. As of the date of this report, the $600.0 million Initial Term Loan is outstanding and no amount was drawn under the Revolver. See Note 3 and Note 14 of “Notes to the Condensed Consolidated Financial Statements.”

Current wording

As of March 31, 2026, the total unused availability under our Revolver was $584.9 million, resulting from $15.1 million in issued and outstanding letters of credit and no amount drawn under the Revolver. As of the date of this report, $170.0 million was drawn under the Revolver, resulting in total unused availability under our Revolver of $414.9 million. See Note 1 and Note 14 of “Notes to the Condensed Consolidated Financial Statements.”

Previous wording

As of September 30, 2025, one of the conditions permitting the holders of the 3.25% Convertible Notes to convert was met. Our common stock traded above 130% of the $77.88 conversion price for at least 20 trading days during the period of 30 consecutive trading days ending on September 30, 2025 (the last trading day of the calendar quarter). The holders of the 3.25% Convertible Notes have the right to convert through December 31, 2025, at which point the Company will re-evaluate whether the 3.25% Convertible Notes will continue to be convertible in the subsequent calendar quarter. In the event the holders of the 3.25% Convertible Notes elect to convert a portion, or all of their 3.25% Convertible Notes, the principal amount is required to be settled in cash. As a result, the $373.8 million principal amount has been classified as a current liability as of September 30, 2025 in the condensed consolidated balance sheet. 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. At current market prices of our common stock, we do not expect holders to elect to convert their notes as the trading price of the notes in the secondary market exceeds the value a holder would receive upon conversion of such notes. In the unlikely event a holder elects to convert, we would use cash on hand or draw on our Revolver as needed.

Current wording

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 ended on March 31, 2026 (the last trading day of the calendar quarter). The holders of the 3.25% Convertible Notes have the right to convert through June 30, 2026, at which point we will re-evaluate whether the 3.25% Convertible Notes will continue to be convertible in the subsequent calendar quarter. In the event the holders of the 3.25% Convertible Notes elect to convert a portion, or all of their 3.25% Convertible Notes, the principal amount is required to be settled in cash. As a result, the $373.8 million principal amount has been classified as a current liability as of March 31, 2026 in the condensed consolidated balance sheet. Any conversion premium will be satisfied with cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. At current market prices of our common stock, we do not expect holders to elect to convert their notes as the trading price of the notes in the secondary market exceeds the value a holder would receive upon conversion of such notes. In the unlikely event a holder elects to convert, we would use cash on hand or draw on our Revolver as needed.

Previous wording

(2)All marketable securities were classified as held-to-maturity and consisted of commercial paper, corporate notes and bonds, Municipal notes and bonds and U.S. Government and agency obligations as of September 30, 2025 and U.S. Government and agency obligations as of December 31, 2024.

Current wording

(2)All marketable securities were classified as held-to-maturity and consisted of commercial paper, corporate notes and bonds, Municipal notes and bonds and U.S. Government and agency obligations as of March 31, 2026 and December 31, 2025.

Previous wording

Granite’s portion of CCJV cash and cash equivalents was $103.0 million and $106.0 million as of September 30, 2025 and December 31, 2024, respectively. Excluded from the table above is $36.0 million and $28.7 million as of September 30, 2025 and December 31, 2024, respectively, of Granite’s portion of unconsolidated construction joint venture cash and cash equivalents.

Current wording

Granite’s portion of CCJV cash and cash equivalents was $96.1 million and $90.6 million as of March 31, 2026 and December 31, 2025, respectively. Excluded from the table above is $30.9 million and $35.0 million as of March 31, 2026 and December 31, 2025, respectively, of Granite’s portion of unconsolidated construction joint venture cash and cash equivalents.

Previous wording

Major capital expenditures are typically for aggregate and asphalt production facilities, aggregate reserves, construction equipment, buildings and leasehold improvements and investments in our information technology systems. The timing and amount of such expenditures can vary based on the progress of planned capital projects, the type and size of construction projects, changes in business outlook and other factors. During the nine months ended September 30, 2025, we had capital expenditures of $87.7 million, compared to $108.2 million during the nine months ended September 30, 2024. We currently anticipate 2025 capital expenditures to be approximately $130 million.

Current wording

Major capital expenditures are typically for aggregate and asphalt production facilities, aggregate reserves, construction equipment, buildings and leasehold improvements and investments in our information technology systems. The timing and amount of such expenditures can vary based on the progress of planned capital projects, the type and size of construction projects, changes in business outlook and other factors. During the three months ended March 31, 2026, we had capital expenditures of $26.1 million, compared to $32.2 million during the three months ended March 31, 2025. We currently anticipate 2026 capital expenditures to be between approximately $140.0 million and $160.0 million, including approximately $50.0 million in planned strategic materials investments.

Previous wording

As a large infrastructure contractor and construction materials producer, our revenue, gross profit and the resulting operating cash flows can differ significantly from period to period due to a variety of factors, including project progression toward completion, outstanding contract change orders and affirmative claims, and the payment terms of our contracts. Additionally, operating cash flows are impacted by the timing related to funding construction joint ventures and the resolution of uncertainties inherent in the complex nature of the construction work we perform, including claim and back charge settlements. Our working capital assets result from both public and private sector projects. Customers in the private sector can be slower paying than those in the public sector; however, private sector projects generally have higher gross profit as a percentage of revenue. While we typically invoice our customers on a monthly basis, our construction contracts frequently provide for retention that is a specified percentage withheld from each payment by our customers until the contract is completed and the work accepted by the customer.

Current wording

As a large infrastructure contractor and construction materials producer, our revenue, gross profit and the resulting operating cash flows can differ significantly from period to period due to a variety of factors, including project progression toward completion, outstanding contract change orders and affirmative claims, and the payment terms of our contracts. Additionally, operating cash flows are impacted by the resolution of uncertainties inherent in the complex nature of the construction work we perform, including claim and back charge settlements. Our working capital assets result from both public and private sector projects. Customers in the private sector can be slower paying than those in the public sector; however, private sector projects generally have higher gross profit as a percentage of revenue. While we typically invoice our customers on a monthly basis, our construction contracts frequently provide for retention that is a specified percentage withheld from each payment by our customers until the contract is completed and the work accepted by the customer.

Previous wording

Cash provided by operating activities of $289.6 million for the nine months ended September 30, 2025 represents a $6.1 million increase in cash provided by operating activities when compared to the same period of 2024. The change was primarily attributable to an increase in net income after adjusting for non-cash items of $77.0 million. Partially offsetting this was a $45.3 million decrease in cash provided by working capital, which includes receivables, net contract assets, inventories, other assets, accounts payable and accrued expenses and other liabilities. Additionally, distributions from, net of contributions to, unconsolidated construction joint ventures and affiliates decreased $25.6 million when compared to the same period of 2024.

Current wording

Cash used in operating activities of $30.9 million for the three months ended March 31, 2026 represents a $34.5 million increase in cash used in operating activities when compared to the same period of 2025. The change was primarily attributable to a $69.2 million decrease in cash provided by working capital, which includes receivables, net contract assets, inventories, other assets, accounts payable and accrued expenses and other liabilities. Partially offsetting this was an increase in distributions from, net of contributions to, unconsolidated construction joint ventures and affiliates of $15.3 million when compared to the same period of 2025. Additionally, net income after adjusting for non-cash items increased $19.3 million.

Previous wording

Cash used in investing activities of $947.8 million for the nine months ended September 30, 2025 represents a $736.7 million increase in cash used in investing activities when compared to the same period of 2024. The change was primarily due to a $569.6 million increase in cash used for acquisitions net of cash acquired and purchase price adjustments and $192.5 million in purchases of marketable securities net of maturities, partially offset by $24.6 million less of purchases of property and equipment, net of sales.

Current wording

Cash provided by investing activities of $22.5 million for the three months ended March 31, 2026, compared to cash used in investing activities of $156.3 million for the same period in 2025, represents a $178.8 million increase in cash provided by investing activities. The change was primarily due to $166.6 million less purchases of marketable securities net of maturities and $11.3 million less purchases of property and equipment, net of sales.

Previous wording

We are generally required to provide various types of surety bonds that provide an additional measure of security under certain public and private sector contracts. At September 30, 2025, approximately $3.9 billion of our $6.3 billion CAP was bonded. Performance bonds do not have stated expiration dates; rather, we are generally released from the bonds when the obligations of the underlying contract have been fulfilled. The ability to maintain bonding capacity requires that we maintain cash and working capital balances satisfactory to our sureties.

Current wording

We are generally required to provide various types of surety bonds that provide an additional measure of security under certain public and private sector contracts. At March 31, 2026, approximately $4.6 billion of our $7.2 billion CAP was bonded. Performance bonds do not have stated expiration dates; rather, we are generally released from the bonds when the obligations of the underlying contract have been fulfilled. The ability to maintain bonding capacity requires that we maintain cash and working capital balances satisfactory to our sureties.

Previous wording

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”). There were 51,120 and 51,320 shares repurchased under the 2022 authorization in the three and nine months ended September 30, 2025, respectively, and $183.9 million remained available under the 2022 authorization as of September 30, 2025.

Current wording

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”). There were no shares and 200 shares repurchased under the 2022 authorization in the three months ended March 31, 2026 and 2025, respectively, and $157.6 million remained available under the 2022 authorization as of March 31, 2026.

Previous wording

Our website address is www.graniteconstruction.com. On our website we make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (“SEC”). The information on our website is not incorporated into, and is not part of, this report. These reports, and any amendments to them, are also available at the website of the SEC, www.sec.gov.

Current wording

Our website address is www.graniteconstruction.com. On our website we make available, free of charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. From time to time, we may use our website as a distribution channel for material company information. The information on our website is not incorporated into, and is not part of, this report. These reports, and any amendments to them, are also available at the website of the SEC, www.sec.gov.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

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.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

On August 5, 2025, we completed the acquisition of Papich Construction Company, Inc. (“Papich Construction”) for $170.0 million in cash, subject to customary closing adjustments. Papich Construction is a provider of construction services and materials in California’s Central Coast and Central Valley regions. This acquisition aligns with our strategy of enhancing our vertical integration by strengthening our existing home markets.