GRANITE CONSTRUCTION INC

Any statements contained in this Current Report on Form 8-K that are not based on historical facts, including statements about the net proceeds, the intended use of proceeds and the preliminary accounting determinations and estimates and that the Company expects to exclude the impacts associated with the redemption and related conversion settlements of the 2028 Notes and any related tax effects from its non-GAAP financial measures constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by words such as “expects,” “estimates,” “intends,” “plans,” “potential,” “may,” “will,” “could,” “would” and the negatives thereof or other comparable terminology or by the context in which they are made. These forward-looking statements are based on management’s current beliefs, assumptions and estimates. These expectations may or may not be realized. Some of these expectations may be based on beliefs, assumptions or estimates that may prove to be incorrect. In addition, the Company’s business and operations involve numerous risks and uncertainties, many of which are beyond the Company’s control, which could result in the Company’s expectations not being realized or otherwise materially affect the Company’s business, financial condition, results of operations, cash flows and liquidity. Such risks and uncertainties include, but are not limited to, the effects of the redemption and conversions of the outstanding 2028 Notes, the settlement of any conversions in connection therewith, the unwind and termination of the 2028 Capped Call Transactions, the Company's financial closing and review procedures, final adjustments and other developments that may arise between the date of this Current Report on Form 8-K and when second and third quarter 2026 financial results are finalized and those described in greater detail in the Company’s filings with the Securities and Exchange Commission, particularly those described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Due to the inherent risks and uncertainties associated with the Company’s forward-looking statements, the reader is cautioned not to place undue reliance on them. The reader is also cautioned that the forward-looking statements contained herein speak only as of the date of this Current Report on Form 8-K and, except as required by law, the Company undertakes no obligation to revise or update any forward-looking statements for any reason.

Item 9.01. Financial Statements and Exhibits.