Form 8-K

8-K — GRANITE CONSTRUCTION INC

Accession: 0000861459-26-000040

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0000861459

SIC: 1600 (HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — gva-20261029.htm (Primary)

EX-99.1 (gva-20260930xexx991.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: gva-20261029.htm · Sequence: 1

gva-20261029

0000861459false00008614592026-10-292026-10-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 29, 2026

GRANITE CONSTRUCTION INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

1-12911

(Commission

File Number)

77-0239383

(IRS Employer

Identification No.)

585 West Beach Street

Watsonville, California 95076

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (831) 724-1011

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value GVA New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On October 29, 2026, Granite Construction Incorporated (the “Company”) issued a press release with respect to its earnings for the three and nine months ended September 30, 2026, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.

The information set forth herein, including the exhibit is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall the information, including the exhibit, be deemed incorporated by reference in any filing of the Company, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits. The following exhibits are attached hereto and furnished herewith:

Exhibit Number Description

99.1

Press Release of the Company, dated – October 29, 2026

104 Cover Page Interactive Data File (formatted as Inline XBRL)

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 hereunto duly authorized.

GRANITE CONSTRUCTION INCORPORATED

By: /s/ Staci M. Woolsey

Staci M. Woolsey

Executive Vice President and Chief Financial Officer

Date: October 29, 2026

EX-99.1

Filename: gva-20260930xexx991.htm · Sequence: 2

Document

Exhibit 99.1

Granite Reports Third Quarter 2026 Results and Introduces 2029 Targets

•Introducing 2029 financial targets reflecting an expected organic revenue CAGR of 10% to 12%

•Q3 revenue increased 23% year-over-year to $1.8 billion

•Q3 net income of $3 million compared to $103 million for the same period in the prior year

•Q3 adjusted net income (1) of $173 million compared to $124 million, for the same period in the prior year

•Q3 diluted EPS of $0.07 compared to $1.98 for the same period in the prior year and adjusted diluted EPS (1) of $3.81 compared to $2.70 for the same period in the prior year

•Q3 adjusted EBITDA (1) increased 32% year-over-year to $283 million

•Committed and Awarded Projects (“CAP”) (2) increased sequentially $37 million to a new record high of $7.5 billion

•Year-to-date operating cash flow increased $114 million year-over-year to $404 million

WATSONVILLE, Calif. - Granite (NYSE: GVA) today announced results for the quarter ended September 30, 2026.

Third Quarter 2026 Results

Net income attributable to Granite totaled $3 million, or $0.07 per diluted share, compared to net income attributable to Granite of $103 million, or $1.98 per diluted share, for the same period in the prior year. Current period net income was unfavorably impacted by $162 million of net non-operating charges associated with settling the conversions of our 3.75% convertible notes. As previously disclosed, we elected to settle the conversions of the convertible notes primarily in cash in order to limit dilution to our stockholders. The impact of the conversions and related transactions have been excluded from adjusted net income and adjusted EBITDA. Adjusted net income attributable to Granite totaled $173 million, or $3.81 per diluted share, compared to adjusted net income attributable to Granite of $124 million, or $2.70 per diluted share, for the same period in the prior year.

•Revenue increased $333 million to $1.77 billion compared to $1.43 billion for the same period in the prior year.

•Gross profit increased $75 million to $336 million compared to $261 million for the same period in the prior year.

•Selling, general, and administrative (“SG&A”) expenses increased slightly to $104 million, and our SG&A as a percent of revenue improved from 7.1% in the prior year to 5.9% in the current year.

•Adjusted EBITDA increased $67 million to $283 million compared to $216 million for the same period in the prior year.

“We delivered excellent third quarter results, reflecting strong execution across our business and continued progress on our strategy,” said Kyle Larkin, Granite President and Chief Executive Officer. “Our teams are executing at a high level, and the investments we have made to strengthen and expand our business are creating new opportunities for Granite. We continue to see attractive opportunities in our core transportation markets while expanding our capabilities and presence in federal, mission critical infrastructure, rail and other targeted end markets. Our record CAP and strong market outlook position us well as we enter 2027. We believe Granite has the people, capabilities and market position to capitalize on these opportunities and deliver profitable growth and long-term shareholder value.”

(1)Adjusted net income, adjusted diluted earnings per share, earnings before interest, taxes, depreciation, and amortization (“EBITDA”), EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin are non-GAAP measures. Please refer to the description and reconciliation of non-GAAP measures in the attached tables.

(2)CAP is comprised of revenue we expect to record in the future on executed contracts, including 100% of our consolidated joint venture contracts and our proportionate share of unconsolidated joint venture contracts, as well as the general construction portion of construction manager/general contractor, construction manager/at risk and progressive design build contracts to the extent contract execution and funding is probable.

Nine Months Ended September 30, 2026 Results

Net loss attributable to Granite totaled $317 million, or $(7.23) per diluted share, compared to net income attributable to Granite of $141 million, or $2.83 per diluted share, for the same period in the prior year. The net loss was driven by $535 million of net non-operating charges associated with settling the conversions of our 3.75% convertible notes. The impact of the conversions and related transactions have been excluded from adjusted net income and adjusted EBITDA. Adjusted net income attributable to Granite totaled $287 million, or $6.17 per diluted share, compared to $211 million, or $4.67 per diluted share, for the same period in the prior year.

•Revenue increased $876 million to $4.13 billion compared to $3.26 billion for the same period in the prior year.

•Gross profit increased $141 million to $684 million compared to $543 million for the same period in the prior year.

•SG&A expenses increased $50 million to $353 million in the current year from $303 million in the prior year, and our SG&A as a percent of revenue improved from 9.3% in the prior year to 8.5% in the current year.

•Adjusted EBITDA increased $131 million to $527 million compared to $396 million for the same period in the prior year.

•Year-to-date operating cash flow increased to $404 million from $290 million for the same period in the prior year.

Three and Nine Months ended September 30, 2026 (Unaudited - dollars in thousands)

Construction Segment

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 Change 2026 2025 Change

Revenue $ 1,474,017 $ 1,162,513 $ 311,504 26.8 % $ 3,447,550 $ 2,714,557 $ 732,993 27.0 %

Gross profit $ 274,339 $ 192,346 $ 81,993 42.6 % $ 575,213 $ 431,450 $ 143,763 33.3 %

Gross profit as a % of revenue 18.6 % 16.5 % 16.7 % 15.9 %

Revenue for the three and nine month periods increased year-over-year, driven by higher CAP entering the quarter and incremental revenue from acquisitions. Excluding the impact of acquisitions, revenue increased approximately 20% for the three and nine month periods, reflecting strong organic growth. Gross profit and gross profit margin for the quarter and nine month periods increased year-over-year as a result of the increase in revenue and strong execution across our project portfolio.

CAP increased $37 million sequentially to $7.5 billion, an increase of $1.1 billion year-over-year. As of September 30, 2026, Federal CAP was $1.3 billion and included $569 million of tactical infrastructure projects for U.S. Customs and Border Protection that should be substantially realized through the second quarter of 2028.

Materials Segment

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 Change 2026 2025 Change

Revenue $ 292,314 $ 270,985 $ 21,329 7.9 % $ 687,118 $ 544,452 $ 142,666 26.2 %

Gross profit $ 61,421 $ 68,202 $ (6,781) (9.9) % $ 109,223 $ 112,046 $ (2,823) (2.5) %

Gross profit as a % of revenue 21.0 % 25.2 % 15.9 % 20.6 %

Cash gross profit(1) $ 89,838 $ 85,987 $ 3,851 4.5 % $ 185,804 $ 155,465 $ 30,339 19.5 %

Cash gross profit as a % of revenue(1) 30.7 % 31.7 % 27.0 % 28.6 %

(1)Materials segment cash gross profit and cash gross profit as a percent of revenue are non-GAAP measures. Please refer to the description and reconciliation of non-GAAP measures in the attached tables.

Revenue for the three and nine month periods increased year-over-year, driven by revenue from our recently acquired businesses. Gross profit margin and cash gross profit margin for the three and nine month periods decreased year-over-year primarily due to the margin impact of energy surcharges offsetting elevated diesel costs.

Outlook

Our 2026 fiscal year guidance is unchanged with the exception of our revenue range as noted below:

•Revenue in a range of $5.4 billion to $5.5 billion from a range of $5.3 billion to $5.5 billion

•Adjusted EBITDA margin in a range of 12.25% to 13.25%

•SG&A expense as a percent of revenue in a range of 8.25% to 8.75% of revenue, inclusive of an estimated $48 million of stock-based compensation expense

•Effective tax rate for adjusted net income in the mid-20s

•Capital expenditures in a range of approximately $140 million to $160 million, including approximately $50 million in planned strategic materials investments.

“Our strong performance through the first nine months of 2026 reinforces our confidence in both our full-year outlook and the longer-term financial targets we are announcing today,” said Executive Vice President and Chief Financial Officer, Staci Woolsey. “At the midpoint of our updated 2026 revenue guidance, we expect approximately 15% organic revenue growth, with an additional 9% contribution from acquired companies. This organic growth is consistent with the 10% to 12% CAGR reflected in our 2029 financial targets and demonstrates the progress we are already making toward our long-term objectives. Our strong cash flow generation provides us with the financial flexibility to continue investing in organic growth while pursuing strategic opportunities through disciplined capital allocation.”

Our 2029 financial targets are summarized below:

•Organic revenue CAGR in a range of 10% to 12%

•Adjusted EBITDA margin in a range of 14% to 16%

•SG&A expense as a percent of revenue of approximately 7.5%

•Operating cash flow of approximately 13% of revenue and CAPEX of approximately 3% of revenue resulting in free cash flow of approximately 10% of revenue

•Continued expansion through M&A with a 2.5x net leverage target

We do not provide a reconciliation of forward-looking adjusted EBITDA margin or the most directly comparable forward-looking GAAP measure of net income attributable to Granite because we cannot predict with a reasonable degree of certainty and without unreasonable efforts certain components or excluded items that are inherently uncertain and depend on various factors. For these reasons, we are unable to assess the potential significance of the unavailable information. We also do not provide a reconciliation of target net leverage ratio or the most directly comparable forward-looking GAAP measure because we cannot predict with a reasonable degree of certainty and without unreasonable efforts certain components or excluded items that are inherently uncertain and depend on various factors. For these reasons, we are unable to assess the potential significance of the unavailable information.

Conference Call

Granite will conduct a conference call today, October 29, 2026, at 8:00 a.m. Pacific Time/11:00 a.m. Eastern Time to discuss the results of the quarter ended September 30, 2026. The Company invites investors to listen to a live audio webcast of the investor conference call on its Investor Relations website, https://investor.graniteconstruction.com. The investor conference call will also be available by calling 1-877-328-5503; international callers may dial 1-412-317-5472. An archive of the webcast will be available on Granite's Investor Relations website approximately one hour after the call. A replay will be available after the live call through November 5, 2026, by calling 1-855-669-9658, replay access code 6013263; international callers may dial 1-412-317-0088.

About Granite

Granite is America’s Infrastructure Company™. Incorporated since 1922, Granite (NYSE:GVA) is one of the largest diversified vertically-integrated civil contractors and construction materials producers in the United States. Granite’s Code of Conduct and strong Core Values guide the Company and its employees to uphold the highest ethical standards. Granite is an industry leader in safety and an award-winning firm in quality and sustainability. For more information, visit graniteconstruction.com, and connect with Granite on LinkedIn, X, Facebook and Instagram.

Forward-looking Statements

Any statements contained in this news release that are not based on historical facts, including statements regarding future events, occurrences, opportunities, circumstances, activities, performance, growth, demand, strategic plans, shareholder value, outcomes, outlook, our ability to capitalize on opportunities and deliver profitable growth and create long-term shareholder value, our ability to continue investing in organic growth while pursuing strategic opportunities through disciplined capital allocations, 2026 fiscal year guidance, including revenue, adjusted EBITDA margin, SG&A expense as a percent of revenue, including estimated stock-based compensation expense, effective tax rate, capital expenditures, including estimated planned strategic materials investments, organic revenue growth and contributions from acquisitions in 2026, 2029 financial targets, including organic revenue CAGR, adjusted EBITDA margin, SG&A expense as a percent of revenue, operating cash flow, CAPEX and free cash flow as a percent of revenue and net leverage, CAP and results 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 “future,” “outlook,” “assumes,” “believes,” “expects,” “estimates,” “anticipates,” “intends,” “plans,” “appears,” “may,” “will,” “should,” “could,” “would,” “continue,” "guidance" 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, which may prove to be incorrect, and our expectations may not be realized. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our business, financial condition, results of operations, cash flows and liquidity. Such risks and uncertainties include, but are not limited to, those described in greater detail in our filings with the Securities and Exchange Commission, particularly those described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Due to the inherent risks and uncertainties associated with our 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 news release and, except as required by law; we undertake no obligation to revise or update any forward-looking statements for any reason.

GRANITE CONSTRUCTION INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited - in thousands, except share and per share data)

September 30, 2026 December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents $ 480,289 $ 529,220

Short-term marketable securities 32,084 71,021

Receivables, net 953,454 630,392

Contract assets 297,270 236,879

Inventories 181,200 143,129

Equity in unconsolidated construction joint ventures 122,898 134,670

Other current assets 55,521 66,920

Total current assets 2,122,716 1,812,231

Property and equipment, net 1,331,606 1,260,823

Long-term marketable securities 13,018 49,534

Investments in affiliates 86,390 96,764

Goodwill 448,395 400,814

Intangible assets, net 202,822 179,548

Right of use assets 184,614 152,678

Other noncurrent assets 78,838 78,001

Total assets $ 4,468,399 $ 4,030,393

LIABILITIES AND EQUITY

Current liabilities:

Current maturities of long-term debt $ 381,686 $ 375,896

Accounts payable 639,564 430,298

Contract liabilities 464,996 327,372

Accrued expenses and other current liabilities 419,607 348,179

Total current liabilities 1,905,853 1,481,745

Long-term debt 1,174,339 963,233

Long-term lease liabilities 150,641 125,733

Deferred income taxes, net 147,385 141,489

Other long-term liabilities 93,482 96,660

Commitments and contingencies

Equity:

Preferred stock, $0.01 par value, authorized 3,000,000 shares, none outstanding

— —

Common stock, $0.01 par value, authorized 150,000,000 shares; issued and outstanding: 44,130,037 shares as of September 30, 2026 and 43,496,781 shares as of December 31, 2025

441 435

Additional paid-in capital 496,192 402,391

Accumulated other comprehensive income 8,677 1,581

Retained earnings 440,682 774,641

Total Granite shareholders’ equity 945,992 1,179,048

Non-controlling interests 50,707 42,485

Total equity 996,699 1,221,533

Total liabilities and equity $ 4,468,399 $ 4,030,393

GRANITE CONSTRUCTION INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited - in thousands, except per share data)

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Revenue $ 1,766,331 $ 1,433,498 $ 4,134,668 $ 3,259,009

Cost of revenue 1,430,571 1,172,950 3,450,232 2,715,513

Gross profit 335,760 260,548 684,436 543,496

Selling, general and administrative expenses 104,124 101,645 352,868 303,443

Other costs, net 6,998 16,019 15,441 38,698

(Gain) loss on sales of property and equipment, net 300 (767) (3,886) (6,110)

Operating income 224,338 143,651 320,013 207,465

Other (income) expense:

(Gain) loss on convertible debt transactions, net (108,571) — 260,852 —

Interest income (6,468) (5,986) (17,464) (18,015)

Interest expense(1) 291,328 13,367 329,421 29,051

Equity in income of affiliates, net (4,586) (4,946) (13,756) (9,738)

Other income, net(2) (14,522) (6,309) (18,353) (8,834)

Total other (income) expense, net 157,181 (3,874) 540,700 (7,536)

Income (loss) before income taxes 67,157 147,525 (220,687) 215,001

Provision for income taxes 56,766 38,128 76,895 53,586

Net income (loss) 10,391 109,397 (297,582) 161,415

Amount attributable to non-controlling interests (7,181) (6,468) (19,069) (20,442)

Net income (loss) attributable to Granite $ 3,210 $ 102,929 $ (316,651) $ 140,973

Net income (loss) per share attributable to common shareholders:

Basic $ 0.07 $ 2.35 $ (7.23) $ 3.23

Diluted $ 0.07 $ 1.98 $ (7.23) $ 2.83

Weighted average shares outstanding:

Basic 44,017 43,783 43,767 43,665

Diluted 46,258 53,556 43,767 52,968

(1)Interest expense includes $270.2 million and $273.7 million, respectively, related to the amortization of convertible debt discount associated with the 3.75% convertible notes during the three and nine months ended September 30, 2026.

(2)Other income, net includes a $13.5 million gain on remeasurement of previously held equity method investment during the three and nine months ended September 30, 2026.

GRANITE CONSTRUCTION INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited - in thousands)

Nine Months Ended September 30, 2026 2025

Operating activities:

Net income (loss) $ (297,582) $ 161,415

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation, depletion and amortization 139,770 113,615

Amortization of debt issuance costs

6,230 3,347

Amortization of convertible debt discount

273,747 —

Loss on derivative remeasurement related to convertible notes

254,959 —

Convertible debt inducement expense 2,900 —

Gain on remeasurement of previously held equity method investment (13,506) —

Gain on sales of property and equipment, net (3,886) (6,110)

Stock-based compensation 46,565 36,845

Equity in net income from unconsolidated construction joint ventures (13,098) (5,401)

Net income from affiliates (13,756) (9,738)

Other non-cash adjustments (1,542) 233

Changes in assets and liabilities 23,469 (4,594)

Net cash provided by operating activities $ 404,270 $ 289,612

Investing activities:

Purchases of marketable securities — (238,371)

Maturities of marketable securities 75,795 70,415

Purchases of property and equipment (89,879) (87,730)

Proceeds from sales of property and equipment 16,576 10,921

Acquisitions of businesses, net of cash acquired

(184,314) (705,278)

Collection of note receivable

24,960 —

Other investing activities 1,005 2,250

Net cash used in investing activities $ (155,857) $ (947,793)

Financing activities:

Proceeds from long-term debt 770,000 610,000

Debt repayments (1,177,899) (10,831)

Proceeds from unwind of capped call

203,773 —

Debt issuance costs (9,975) (2,558)

Cash dividends paid (17,031) (17,030)

Repurchases of common stock (55,772) (21,600)

Contributions from non-controlling partners 2,400 3,345

Distributions to non-controlling partners (13,248) (39,625)

Other financing activities, net 408 (46)

Net cash provided by (used in) financing activities $ (297,344) $ 521,655

Net decrease in cash and cash equivalents (48,931) (136,526)

Cash and cash equivalents at beginning of period 529,220 578,330

Cash and cash equivalents at end of period $ 480,289 $ 441,804

Non-GAAP Financial Information

The tables below contain financial information calculated other than in accordance with U.S. generally accepted accounting principles (“GAAP”). Specifically, we believe that non-GAAP financial measures such as EBITDA and EBITDA margin are useful in evaluating operating performance and are regularly used by securities analysts, institutional investors and other interested parties, and that such supplemental measures facilitate comparisons between companies that have different capital and financing structures and/or tax rates.

We are also providing adjusted EBITDA and adjusted EBITDA margin, non-GAAP measures, to indicate the impact of stock-based compensation, (gain) loss on convertible debt transactions, net, gain on remeasurement of previously held equity method investment, and other costs, net, which includes strategic acquisition and integration expenses, and in 2025 legal fees for the defense of a former company officer in his now resolved civil litigation with the Securities and Exchange Commission and reorganization costs.

We provide adjusted income before income taxes, adjusted provision for income taxes, adjusted net income attributable to Granite, adjusted diluted weighted average shares of common stock and adjusted diluted earnings per share attributable to common shareholders, non-GAAP measures, to indicate the impact of the following:

•Acquired intangible asset amortization and acquisition-related depreciation;

•Stock-based compensation;

•(Gain) loss on convertible debt transactions, net;

•Amortization of convertible debt discount;

•Gain on remeasurement of previously held equity method investment; and

•Other costs, net as described above.

We also provide cash gross profit and cash gross profit per ton for the materials segment and product lines to exclude the impact of non-cash costs from gross profit. Non-cash costs include depreciation, depletion and amortization, and, starting in the first quarter of 2026, unrealized gains and losses from the change in fair value of commodity derivative instruments included in cost of revenue. Cash gross profit and cash gross profit per ton are presented to illustrate the operational performance generated by the assets of the materials segment and its product lines. In addition, we exclude barge delivery revenue from our calculation of average selling price per ton to facilitate comparability with prior periods and peer companies. The acquisition of Warren Paving introduced barge delivery revenue starting in the third quarter of 2025.

We believe these additional non-GAAP financial measures are useful in evaluating operating performance, are regularly used by securities analysts, institutional investors and other interested parties, and facilitate comparisons to prior periods and between industry peer companies. Additionally, we use these non-GAAP financial measures in evaluating our performance.

We also provide free cash flow as a percent of revenue, which is calculated by subtracting CAPEX as a percent of revenue from operating cash flow as a percent of revenue. We believe free cash flow is useful for investors to evaluate our ability to generate cash from business operations.

Additionally, we provide net leverage ratio, which is calculated by subtracting cash and cash equivalents from total debt divided by adjusted EBITDA. We believe net leverage ratio is useful for investors to evaluate our debt levels and overall financial condition.

The reader is cautioned that any non-GAAP financial measures provided by us are provided in addition to, and not as alternatives for, our reported results prepared in accordance with GAAP. Items that may have a significant impact on our financial position, results of operations and cash flows must be considered when assessing our actual financial condition and performance regardless of whether these items are included in non-GAAP financial measures. The methods used by us to calculate non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures provided by us may not be comparable to similar measures provided by other companies.

GRANITE CONSTRUCTION INCORPORATED

EBITDA AND ADJUSTED EBITDA(1)

(Unaudited - dollars in thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

EBITDA:

Net income (loss) attributable to Granite $ 3,210 $ 102,929 $ (316,651) $ 140,973

Net income (loss) margin(2) 0.2 % 7.2 % (7.7) % 4.3 %

Depreciation, depletion and amortization expense(3) 51,020 48,901 141,021 114,931

Provision for income taxes 56,766 38,128 76,895 53,586

Interest expense, net 284,860 7,381 311,957 11,036

EBITDA(1) $ 395,856 $ 197,339 $ 213,222 $ 320,526

EBITDA margin(1)(2) 22.4 % 13.8 % 5.2 % 9.8 %

ADJUSTED EBITDA:

Stock-based compensation 2,701 2,214 50,972 36,845

(Gain) loss on convertible debt transactions, net (108,571) — 260,852 —

Gain on remeasurement of previously held equity method investment (13,506) — (13,506) —

Other costs, net 6,998 16,019 15,441 38,698

Adjusted EBITDA(1) $ 283,478 $ 215,572 $ 526,981 $ 396,069

Adjusted EBITDA margin(1)(2) 16.0 % 15.0 % 12.7 % 12.2 %

(1)We define EBITDA as GAAP net income/loss attributable to Granite, adjusted for net interest expense, taxes, depreciation, depletion and amortization. Adjusted EBITDA and adjusted EBITDA margin exclude the impact of stock-based compensation, (gain) loss on convertible debt transactions, net, gain on remeasurement of previously held equity method investment, and other costs, net as described above.

(2)Represents net income/loss, EBITDA and adjusted EBITDA divided by consolidated revenue of $1.77 billion and $1.43 billion for the three months ended September 30, 2026 and 2025, respectively, and $4.13 billion and $3.26 billion for the nine months ended September 30, 2026 and 2025, respectively.

(3)Amount includes the sum of depreciation, depletion and amortization which are classified as cost of revenue and selling, general and administrative expenses in the condensed consolidated statements of operations.

GRANITE CONSTRUCTION INCORPORATED

ADJUSTED NET INCOME RECONCILIATION

(Unaudited - in thousands, except per share data)

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Income (loss) before income taxes $ 67,157 $ 147,525 $ (220,687) $ 215,001

Acquired intangible asset amortization and acquisition-related depreciation

15,066 7,617 39,456 15,596

Stock-based compensation 2,701 2,214 50,972 36,845

(Gain) loss on convertible debt transactions, net (108,571) — 260,852 —

Amortization of convertible debt discount 270,236 — 273,747 —

Gain on remeasurement of previously held equity method investment (13,506) — (13,506) —

Other costs, net 6,998 16,019 15,441 38,698

Adjusted income before income taxes $ 240,081 $ 173,375 $ 406,275 $ 306,140

Provision for income taxes $ 56,766 $ 38,128 $ 76,895 $ 53,586

Tax effect of adjusting items(1) 2,899 4,310 23,783 21,121

Adjusted provision for income taxes $ 59,665 $ 42,438 $ 100,678 $ 74,707

Net income (loss) attributable to Granite $ 3,210 $ 102,929 $ (316,651) $ 140,973

After-tax adjusting items 170,025 21,540 603,179 70,018

Adjusted net income attributable to Granite $ 173,235 $ 124,469 $ 286,528 $ 210,991

Diluted weighted average shares of common stock 46,258 53,556 43,767 52,968

Add: dilutive effect of restricted stock units and Convertible Notes 2,709 — 7,781 —

Less: dilutive effect of Convertible Notes(2) (3,472) (7,457) (5,132) (7,827)

Adjusted diluted weighted average shares of common stock 45,495 46,099 46,416 45,141

Diluted net income (loss) per share attributable to common shareholders $ 0.07 $ 1.98 $ (7.23) $ 2.83

After-tax adjusting items per share attributable to common shareholders 3.74 0.72 13.40 1.84

Adjusted diluted earnings per share attributable to common shareholders $ 3.81 $ 2.70 $ 6.17 $ 4.67

(1)The tax effect of adjusting items was calculated using our estimated annual statutory tax rate. The tax effect of adjusting items for the three and nine months ended September 30, 2026 excludes the (gain) loss on convertible debt transactions, net and amortization of convertible debt discount as they were non-tax deductible.

(2)When calculating diluted net income/loss per share attributable to common shareholders, GAAP requires that we include potential share dilution from the convertible notes when not antidilutive. We entered into capped call transactions relating to both the 3.25% and 3.75% convertible notes to offset the dilutive impact of the convertible notes. The impact of the capped call transactions was excluded from the GAAP diluted net income/loss per share attributable to common shareholders calculation as the impact would be antidilutive. For the purpose of calculating our adjusted diluted net income per share attributable to common shareholders, the dilutive effect of the convertible notes up to the capped call price is removed to reflect the impact of the capped call transactions.

GRANITE CONSTRUCTION INCORPORATED

MATERIALS SEGMENT PRODUCT LINE INFORMATION

(Unaudited - in thousands, except per ton data)

Materials Product Line(1)

Three Months Ended September 30, 2026 Aggregate Asphalt Other and Eliminations(2) Total Materials Segment

External revenue $ 121,724 $ 170,556 $ 34 $ 292,314

Internal revenue(3) 73,587 121,552 (195,139) —

Total Revenue $ 195,311 $ 292,108 $ (195,105) $ 292,314

Sales tons 8,550 3,222

Average selling price per ton(4) $ 19.29 $ 90.66

Gross profit $ 33,435 $ 52,033 $ (24,047) $ 61,421

Gross profit as a % of revenue 17.1 % 17.8 % NM 21.0 %

Gross profit per ton $ 3.91 $ 16.15

Non-cash costs(5) 20,449 5,947 2,021 28,417

Cash gross profit $ 53,884 $ 57,980 $ (22,026) $ 89,838

Cash gross profit as a % of revenue 27.6 % 19.8 % NM 30.7 %

Cash gross profit per ton $ 6.30 $ 18.00

Materials Product Line(1)

Three Months Ended September 30, 2025 Aggregate Asphalt Other and Eliminations(2) Total Materials Segment

External revenue $ 100,849 $ 169,290 $ 846 $ 270,985

Internal revenue(3) 60,649 100,945 (161,594) —

Total Revenue $ 161,498 $ 270,235 $ (160,748) $ 270,985

Sales tons 7,781 3,205

Average selling price per ton(4) $ 18.40 $ 84.32

Gross profit $ 29,669 $ 61,314 $ (22,781) $ 68,202

Gross profit as a % of revenue 18.4 % 22.7 % NM 25.2 %

Gross profit per ton $ 3.81 $ 19.13

Non-cash costs(5) 12,873 4,763 149 17,785

Cash gross profit $ 42,542 $ 66,077 $ (22,632) $ 85,987

Cash gross profit as a % of revenue 26.3 % 24.5 % NM 31.7 %

Cash gross profit per ton $ 5.47 $ 20.62

NM - not meaningful

(1)The Aggregate product line includes aggregates, barge delivery and recycled materials. The Asphalt product line includes asphalt concrete and liquid asphalt. External revenue includes freight and delivery costs that we pass along to our customers.

(2)Represents our other product line which is comprised of immaterial amounts of products and services that are not considered core product lines, as well as eliminations of interproduct and intersegment transactions and unrealized gains and losses on commodity derivatives.

(3)Includes both intersegment and interproduct revenues. Intersegment revenues for the three months ended September 30, 2026 and September 30, 2025 were $145.1 million and $105.6 million, respectively.

(4)Aggregate average selling price per ton for the three months ended September 30, 2026 and September 30, 2025 was calculated by dividing total aggregate revenue of $195.3 million, less $30.4 million of revenues associated with barge delivery, or $164.9 million, by sales tons for the period and aggregate revenue of $161.5 million, less $18.3 million of revenues associated with barge delivery, or $143.2 million, by sales tons for the period, respectively.

(5)Non-cash costs include depreciation, depletion and amortization, and, starting in the first quarter of 2026, unrealized gains and losses from the change in fair value of commodity derivative instruments included in cost of revenue. Unrealized gains and losses on commodity derivatives were immaterial in prior periods, and therefore cash gross profit for 2025 is unchanged from what was previously presented.

Materials Product Line(1) Total Materials Segment

Nine Months Ended September 30, 2026 Aggregate Asphalt Other and Eliminations(2)

External revenue $ 328,460 $ 357,858 $ 800 $ 687,118

Internal revenue(3) 155,927 253,727 (409,654) —

Total Revenue $ 484,387 $ 611,585 $ (408,854) $ 687,118

Sales tons 21,809 6,835

Average selling price per ton(4) $ 18.34 $ 89.48

Gross profit $ 68,210 $ 88,000 $ (46,987) $ 109,223

Gross profit as a % of revenue 14.1 % 14.4 % NM 15.9 %

Gross profit per ton $ 3.13 $ 12.87

Non-cash costs(5) 59,275 14,601 2,705 76,581

Cash gross profit $ 127,485 $ 102,601 $ (44,282) $ 185,804

Cash gross profit as a % of revenue 26.3 % 16.8 % NM 27.0 %

Cash gross profit per ton $ 5.85 $ 15.01

Materials Product Line(1) Total Materials Segment

Nine Months Ended September 30, 2025 Aggregate Asphalt Other and Eliminations(2)

External revenue $ 200,894 $ 342,353 $ 1,205 $ 544,452

Internal revenue(3) 125,062 175,309 (300,371) —

Total Revenue $ 325,956 $ 517,662 $ (299,166) $ 544,452

Sales tons 17,848 6,267

Average selling price per ton(4) $ 17.24 $ 82.60

Gross profit $ 58,278 $ 88,280 $ (34,512) $ 112,046

Gross profit as a % of revenue 17.9 % 17.1 % NM 20.6 %

Gross profit per ton $ 3.27 $ 14.09

Non-cash costs(5) 30,623 12,493 303 43,419

Cash gross profit $ 88,901 $ 100,773 $ (34,209) $ 155,465

Cash gross profit as a % of revenue 27.3 % 19.5 % NM 28.6 %

Cash gross profit per ton $ 4.98 $ 16.08

NM - not meaningful

(3)Includes both intersegment and interproduct revenues. Intersegment revenues for the nine months ended September 30, 2026 and September 30, 2025 were $312.6 million and $189.5 million, respectively.

(4)Aggregate average selling price per ton for the nine months ended September 30, 2026 and September 30, 2025 was calculated by dividing total aggregate revenue of $484.4 million, less $84.3 million of revenues associated with barge delivery, or $400.1 million, by sales tons for the period and aggregate revenue of $326.0 million, less $18.3 million of revenues associated with barge delivery, or $307.7 million, by sales tons for the period, respectively.

Contacts:

Investors

Wenjun Xu, 831-761-7861

Media

Erin Kuhlman, 831-768-4111

Source: Granite Construction Incorporated

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