GRANITE CONSTRUCTION INC

There have been no material changes in the risk factors previously disclosed in “Item 1A. Risk Factors” in our Annual Report other than as noted below.

The embedded conversion option associated with our 3.75% Convertible Notes is accounted for as a derivative liability and is recorded at fair value with changes in fair value reported in earnings, which may have an adverse effect on the price of our common stock.

As a result of the Conversion Election, the embedded conversion option associated with our 3.75% Convertible Notes is accounted for as a derivative in accordance with the guidance of ASC 815. Changes in the fair value of the embedded conversion option derivative liability are recognized as gains or losses in the consolidated statements of operations as of each balance sheet date and through the date of settlement. Based on our valuation methodology, the fair value of the embedded conversion option derivative is impacted by fluctuations in the price of our common stock. The price of our common stock can be volatile and is subject to factors beyond our control. These factors include, but are not limited to, those more specifically described in our Annual Report under “Item 1A. Risk Factors.”

Material fluctuations in the price of our common stock from measurement date to measurement date will cause changes in the fair value of our embedded conversion option derivative liability, which can materially impact our operating results and, as a result, the price of our common stock. During the three and six months ended June 30, 2026, we recognized losses on derivative remeasurement of $356.7 million and $363.5 million, respectively, with such changes presented in Loss on convertible debt transactions, net in our Condensed Consolidated Statement of Operations.