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What changed in GRANITE CONSTRUCTION INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GRANITE CONSTRUCTION INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+266 added−270 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-14)

Top changes in GRANITE CONSTRUCTION INC's 2025 10-K

266 paragraphs added · 270 removed · 208 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

61 edited+7 added−13 removed81 unchanged
Biggest changeWe have a robust talent and succession planning process and have established specialized programs to accelerate the development of our talent pipeline for critical roles in general management, engineering, project management and operations. On an annual basis, we conduct succession planning reviews with senior leaders focusing on our high performing and high potential talent and succession for critical roles.
Biggest changeIn 2025, our employees completed over 35,000 training courses and more than 200 employees, ranging from emerging leaders to senior leaders, graduated from our multi-level leadership development program. We have a robust talent and succession planning process and have established specialized programs to accelerate the development of our talent pipeline for critical roles in general management, engineering and project management.
Fixed price contracts are priced on a lump-sum basis under which we bear the risk that we may not be able to perform the work for the specified contract amount and any increase in our cost over budget, whether due to inflation, inefficiency, incorrect estimates or assumptions or other factors, will reduce our profit on the project.
Fixed price contracts are priced on a lump-sum basis under which we bear the risk that we may not be able to perform the work for the specified contract amount and any increase in our cost over budget, whether due to inflation, tariffs, inefficiency, incorrect estimates or assumptions or other factors, will reduce our profit on the project.
While the fixed unit price contract shifts the risk of estimating the quantity of units required for a particular project to the customer, any increase in our unit cost over the expected unit cost in the bid, whether due to inflation, inefficiency, incorrect estimates or assumptions or other factors, is borne by us unless otherwise provided in the contract.
While the fixed unit price contract shifts the risk of estimating the quantity of units required for a particular project to the customer, any increase in our unit cost over the expected unit cost in the bid, whether due to inflation, tariffs, inefficiency, incorrect estimates or assumptions or other factors, is borne by us unless otherwise provided in the contract.
It also provides construction of various complex projects including infrastructure and site development, mining, public safety, tunnel, solar, battery storage and other power-related projects. The Materials segment focuses on production of aggregates, asphalt concrete, liquid asphalt and recycled materials for internal use in our construction projects and for sale to third parties.
It also provides construction of various complex projects including infrastructure and site development, mining, public safety, tunnel, solar, battery storage and other power-related projects. The Materials segment focuses on production and delivery of aggregates, asphalt concrete, liquid asphalt and recycled materials for internal use in our construction projects and for sale to third parties.
Seasonality Our operations are typically affected more by weather conditions during the first and fourth quarters of our fiscal year which may alter our construction schedules and can create variability in our revenues, profitability and the required number of employees. Website Access Our website address is www.graniteconstruction.com.
Seasonality Our operations are typically affected more by weather conditions during the first and fourth quarters of our fiscal year which may alter our construction schedules and can create variability in our revenues, profitability and the required number of employees. Website Our website address is www.graniteconstruction.com.
Our operations are subject to various statutes and certain executive orders, as well as the rules and regulations promulgated by the Occupational Safety and Health Administration and the Mine Safety and Health Administration. In addition, certain of our contracts with government agencies contain minimum Disadvantaged Business Enterprise (“DBE”) participation clauses.
Our operations are subject to various statutes and certain executive orders, as well as the rules and regulations promulgated by the Occupational Safety and Health Administration and the Mine Safety and Health Administration. In addition, certain of our contracts with government agencies may contain minimum Disadvantaged Business Enterprise (“DBE”) participation clauses.
Our Construction segment also operates national businesses within the Tunnel division, the Rail division, the Federal division, which performs civil construction across the continental United States and Guam, the Industrial & Energy division, which primarily focuses on commercial solar construction projects, and the Layne division, which performs water well drilling, rehabilitation services and mineral exploration services.
Our Construction segment also operates national businesses within the Tunnel division and the Federal division, which performs civil construction across the continental United States and Guam, the Industrial & Energy division, which primarily focuses on commercial solar construction projects, and the Layne division, which performs water well drilling, rehabilitation services and mineral exploration services.
The sponsoring partner typically provides all administrative, accounting and most of the project management support for the project and generally receives a fee from the joint venture for these services. We have been designated as the sponsoring partner in certain of our current joint venture projects and are a non-sponsoring partner in others.
The sponsoring partner typically provides all administrative, accounting and most of the project management support for the project and generally receives a fee from the joint venture for these services. We have been designated as the sponsoring partner in certain of our current joint venture projects and the non-sponsoring partner in others.
Woolsey joined Granite in June 2021 and has served as Executive Vice President and Chief Financial Officer since September 2024. Ms. Woolsey also served as Chief Accounting Officer from January 2022 to September 2024 and served in a non-officer role with accounting responsibilities since joining the Company in June 2021. Prior to joining the Company, Ms.
Woolsey joined Granite in June 2021 and has served as Executive Vice President and Chief Financial Officer since September 2024. Ms. Woolsey also served as Chief Accounting Officer from January 2022 to September 2024 and served in a non-officer role with accounting responsibilities upon joining the Company. Prior to joining the Company, Ms.
Human Capital Resources Employees: We believe our employees are our most valuable resource and are the primary factor in the successful implementation of our business strategies. Significant resources are employed to attract, develop and retain extraordinary and diverse talent and optimize each employee’s capabilities.
Human Capital Resources Employees: We believe our employees are our most valuable resource and are the primary factor in the successful implementation of our business strategies. Significant resources are employed to attract, develop and retain extraordinary talent and optimize each employee’s capabilities.
Substantially all of the contracts in CAP may be canceled or modified at the election of the customer; however, we have not been materially adversely affected by contract cancellations or modifications in the past (see “Contract Provisions and Subcontracting”).
Substantially all of the contracts in CAP may be canceled or modified at the election of the customer; however, we have not been materially adversely affected by contract cancellations or modifications in the past (see “Contract Provisions and Subcontracting” below).
One of our significant competitive advantages is that we own and lease aggregate reserves and own processing plants that are vertically integrated into our construction operations. The construction materials produced by our Materials segment are used in nearly all types of public and private construction. Significant barriers to entry exist in most markets due to stringent zoning and permitting regulations.
One of our significant competitive advantages is that we own and lease aggregate reserves and own processing plants that are vertically integrated into our construction operations. The construction materials produced by our Materials segment are used in nearly all types of public and private construction. Significant barriers to entry exist in many markets due to stringent zoning and permitting regulations.
Business Strategy As America's Infrastructure Company (TM), Granite satisfies society’s needs for mobility, power, water and other essential services that sustain living conditions and improve quality of life. Across our footprint of regional offices, we provide horizontal civil infrastructure construction services and construction materials products to a diverse base of public, industrial and commercial clients.
Business Strategy As America's Infrastructure Company (TM) , Granite satisfies society’s needs for mobility, power, water and other essential services that sustain living conditions and improve quality of life. Across our footprint of regional offices, we provide 3 Table of Contents horizontal civil infrastructure construction services and construction materials products to a diverse base of public, industrial and commercial clients.
Our focus on an inclusive work environment, talent development, talent acquisition, and succession planning has allowed us to build a bench of talented employees. Our 4 Table of Contents managerial and supervisory personnel have an average tenure of 12 years with Granite, which demonstrates our workforce's strong dedication to, and great pride in, our company.
Our focus on an inclusive work environment, talent development, talent acquisition, and succession planning has allowed us to build a bench of talented employees. Our managerial and supervisory personnel have an average tenure of 12 years with Granite, which demonstrates our workforce's strong dedication to, and great pride in, our company.
DBE regulations may require us to use our good faith efforts to subcontract a specified portion of contract work done for governmental agencies to certain types of disadvantaged contractors or suppliers. As with all of our subcontractors, some may not be able to obtain surety bonds or other types of performance security.
DBE regulations may require us to use our good faith efforts to subcontract a specified portion of contract work done for governmental agencies to certain types of disadvantaged 8 Table of Contents contractors or suppliers. As with all of our subcontractors, some may not be able to obtain surety bonds or other types of performance security.
He also served as Senior Vice President and Group Manager from June 2022 to January 2024, Regional Vice President from January 2015 to June 2022, as Large Project Executive from 2010 to 2015, as Operations Manager in Southern California from 2009 to 2010, as Manager of Construction in Southern California from 2007 to 2009, as Construction Manager in Sacramento from 2000 to 2007, as Senior Project Manager in Utah from 1998 to 2000, as Environmental Construction Manager in California from 1994 to 1998, as Estimator/Project Manager in Santa Barbara from 1989 to 1994, and as Large Project Engineer from 1987 to 1989.
He also served as Senior Vice President and Group Manager from June 2022 to January 2024, Regional Vice President from January 2015 to June 2022, as Large Project Executive from 2010 to 2015, as Operations Manager in Southern California 11 Table of Contents from 2009 to 2010, as Manager of Construction in Southern California from 2007 to 2009, as Construction Manager in Sacramento from 2000 to 2007, as Senior Project Manager in Utah from 1998 to 2000, as Environmental Construction Manager in California from 1994 to 1998, as Estimator/Project Manager in Santa Barbara from 1989 to 1994, and as Large Project Engineer from 1987 to 1989.
By contrast, larger projects typically require larger amounts of capital that may make entry into the market by future competitors more difficult. Also, 6 Table of Contents aggregate mining and asphalt production require significant capital investment to purchase and maintain the necessary property and equipment which presents a significant barrier to entry into the construction materials market.
By contrast, larger projects typically require larger amounts of capital that may make entry into the market by future competitors more difficult. Also, aggregate mining and asphalt production require significant capital investment to purchase and maintain the necessary property and equipment which presents a significant barrier to entry into the construction materials market.
Based on our analysis of their construction and financial capabilities, among other criteria, we may require the subcontractor to furnish a bond or other 8 Table of Contents type of security to guarantee their performance and/or we retain payments, or some portion thereof, in accordance with contract terms until their performance is complete.
Based on our analysis of their construction and financial capabilities, among other criteria, we may require the subcontractor to furnish a bond or other type of security to guarantee their performance and/or we retain payments, or some portion thereof, in accordance with contract terms until their performance is complete.
Customers of our Materials segment include internal usage by our own construction projects, as well as third-party customers. Our third-party Materials segment customers include, but are not limited to, contractors, landscapers, manufacturers of products requiring aggregate materials, retailers, homeowners, farmers and brokers. The majority of both our public and private customers are located in the United States.
Customers of our Materials segment include internal usage by our own construction projects, as well as third-party customers. Our third-party Materials segment customers include, but are not limited to, contractors, landscapers, manufacturers of products requiring aggregate materials, retailers, homeowners, farmers and brokers. The majority of our customers are located in the United States.
Our Board of Directors oversees our sustainability program, including how we manage sustainability-related risks in conjunction with our overall Enterprise Risk Management process. We utilize the Global Reporting Initiative and Sustainability Accounting Standards Board standards as frameworks to support performance, tracking and reporting, and responsible business behavior.
Our Board of Directors oversees our sustainability program, including how we manage sustainability-related risks in conjunction with our overall Enterprise Risk Management process. 5 Table of Contents We utilize the Global Reporting Initiative and Sustainability Accounting Standards Board standards as frameworks to support performance, tracking and reporting, and responsible business behavior.
During the years ended December 31, 2024, 2023 and 2022, our largest volume customer, including both prime and subcontractor arrangements, was the California Department of Transportation (“Caltrans”).
During the years ended December 31, 2025, 2024 and 2023, our largest volume customer, including both prime and subcontractor arrangements, was the California Department of Transportation (“Caltrans”).
Government Procurement: Approximately 75% of our Construction Segment revenue in 2024 was derived from contracts funded by federal, state and local government agencies and authorities. Government contracts are subject to specific procurement regulations, contract provisions and a variety of socioeconomic requirements relating to their formation, administration, performance and accounting and often include express or implied certifications of compliance.
Government Procurement: Approximately 70% of our Construction Segment revenue in 2025 was derived from contracts funded by federal, state and local government agencies and authorities. Government contracts are subject to specific procurement regulations, contract provisions and a variety of socioeconomic requirements relating to their formation, administration, performance and accounting and often include express or implied certifications of compliance.
Under the CM/GC and CMAR delivery methods, we contract with owners to assist during the design phase of the contract with construction efficiencies and risk mitigation, with the understanding that we will negotiate a contract on the construction phase when the collective design nears completion.
Under the CM/GC and CMAR delivery methods, we contract with owners to assist during 7 Table of Contents the design phase of the contract with construction efficiencies and risk mitigation, with the understanding that we will negotiate a contract on the construction phase when the collective design nears completion.
We record the corresponding investment balance in equity in construction joint ventures in the consolidated balance sheets except when a project is in a loss position, the investment balance is recorded as a deficit in unconsolidated construction joint ventures and is included in accrued expenses and other current liabilities in the consolidated balance sheets.
We record the corresponding investment balance in equity in construction joint ventures in the consolidated balance sheets provided, however, when a project is in a loss position, the investment balance is recorded as a deficit in unconsolidated construction joint ventures and is included in accrued expenses and other current liabilities in the consolidated balance sheets.
He also served as Senior Vice President and Group Manager from January 2020 to January 2024, Vice President and Valley Region Manager from 2014 to 2019, Northern California Area Manager from 2012 to 2014, Design Build Project Executive from 11 Table of Contents 2010 to 2012, Group Construction Manager from 2007 to 2010, Arizona Operations Manager from 2005 to 2007, Arizona Construction Manager from 2001 to 2005, Plants Manager from 1999 to 2001, Estimator/Project Manager from 1995 to 1999 and Project Engineer from 1993 to 1995.
He also served as Senior Vice President and Group Manager from January 2020 to January 2024, Vice President and Valley Region Manager from 2014 to 2019, Northern California Area Manager from 2012 to 2014, Design Build Project Executive from 2010 to 2012, Group Construction Manager from 2007 to 2010, Arizona Operations Manager from 2005 to 2007, Arizona Construction Manager from 2001 to 2005, Plants Manager from 1999 to 2001, Estimator/Project Manager from 1995 to 1999 and Project Engineer from 1993 to 1995.
For climate-related issues, we also utilize the recommendations from the Task Force on Climate-related Financial Disclosures. Within these frameworks, we have selected industry-specific metrics that align with stakeholder expectations, are relevant to our business, and will have the most significant impact. We publish annual Sustainability Reports, which update stakeholders on our performance.
For climate-related issues, we also utilize the recommendations from the Task Force on Climate-related Financial Disclosures. Within these frameworks, we have selected industry-specific metrics that align with stakeholder expectations and reflect the impact areas most relevant to our business. We publish annual Sustainability Reports, which update stakeholders on our performance.
Many projects are added to CAP and completed within the same fiscal year and, therefore, may not be reflected in our beginning or year-end CAP. Our CAP wa s $5.3 billion and $5.5 billion a s of December 31, 2024 and 2023, respectively.
Many projects are added to CAP and completed within the same fiscal year and, therefore, may not be reflected in our beginning or year-end CAP. Our CAP wa s $7.0 billion and $5.3 billion a s of December 31, 2025 and 2024, respectively.
We consolidate joint ventures if we determine that, through our participation, we have a variable interest and are the primary beneficiary as defined by Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, Consolidation , and related standards.
We consolidate joint ventures if we determine that, through our participation, we have a variable interest and are the primary beneficiary as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation, and related standards.
Approximat ely $2.6 billion of the December 31, 2024 unearned revenue is expected to be completed during 2025. Competition and Market Trends In both our Construction and Materials segments, we have competitors within the individual markets and geographic areas in which we operate, ranging from small, local companies to larger regional, national and international companies.
Approximat ely $3.0 billion of the December 31, 2025 unearned revenue is expected to be completed during 2026. Competition and Market Trends In both our Construction and Materials segments, we have competitors within the individual markets and geographic areas in which we operate, ranging from small, local companies to larger regional, national and international companies.
Operating Structure Our reportable segments are the same as our operating segments and correspond with how our chief operating decision maker, or decision-making group (our “CODM”), regularly reviews financial information to allocate resources and assess performance. We identified our CODM as our Chief Executive Officer and our Chief Operating Officer. Our reportable segments are: Construction and Materials.
Operating Structure Our reportable segments are the same as our operating segments and correspond with how our chief operating decision maker, or decision-making group (our “CODM”), regularly reviews financial information to allocate resources and assess performance. We previously identified our CODM as our Chief Executive Officer (“CEO”) and our Chief Operating Officer (“COO”).
We also produce construction materials for sale to third parties. We have vertically integrated operations across Alaska, Arizona, California, Mississippi, Nevada, Oregon, Tennessee, Utah and Washington in addition to regional civil construction home markets in Illinois, Florida and Texas.
We also produce construction materials for sale to third parties. We have vertically integrated operations across Alaska, Arizona, California, Kentucky, Louisiana, Mississippi, Nevada, Oregon, Tennessee, Utah and Washington in addition to regional civil construction home markets in the Midwest, Florida and Texas.
Other than Caltrans, none of our customers, including both prime and 3 Table of Contents subcontractor arrangements, had revenue that individually exceeded 10% of total revenue during the years ended December 31, 2024, 2023 or 2022.
Other than Caltrans, none of our customers, including both prime and subcontractor arrangements, had revenue that individually exceeded 10% of total revenue during the years ended December 31, 2025, 2024 or 2023.
Revenue recognized from contracts with Caltrans during the years ended December 31, 2024, 2023 and 2022 represented $567.6 million (14.2% of total revenue), $458.2 million (13.1% of total revenue) and $348.0 million (10.5% of total revenue), respectively, which was primarily in the Construction segment.
Revenue recognized from contracts with Caltrans during the years ended December 31, 2025, 2024 and 2023 represented $446.6 million (10.1% of total revenue), $567.6 million (14.2% of total revenue) and $458.2 million (13.1% of total revenue), respectively, which was primarily in the Construction segment.
We pool certain equipment to maximize utilization. We continually monitor and adjust our fleet size so that it is consistent with the size of our business, considering both existing and expected future work. We lease or rent equipment to supplement our portfolio of equipment in response to construction activity cycles.
We continually monitor and adjust our fleet size so that it is consistent with the size of our business, considering both existing and expected future work. We lease or rent equipment to supplement our portfolio of equipment in response to operational activity cycles.
On December 31, 2024, we employed approximately 2,300 salaried employees who work in project, functional and business unit management, estimating and administrative capacities, plus approximately 2,100 hourly employees. These totals do not include employees of unconsolidated joint ventures. The total number of hourly personnel fluctuates with the volume of work in progress and is seasonal.
On December 31, 2025, we employed approximately 2,500 salaried employees who work in project, functional and business unit management, estimating and administrative capacities, plus approximately 3,300 hourly employees. These 4 Table of Contents totals do not include employees of unconsolidated joint ventures. The total number of hourly personnel fluctuates with the volume of work in progress and is seasonal.
Environmental: Our operations are subject to various federal, state, local and foreign laws and regulations relating to the environment, including those relating to: (i) the discharge of materials into the air, such as equipment-related emissions and crystalline silica dust at our aggregate processing facilities; (ii) the discharge of materials into water and land; (iii) the handling and disposal of solid and hazardous waste; (iv) the handling of underground storage tanks; and (v) the cleanup of properties affected by hazardous substances.
Below is a summary of some of the significant regulations that impact our business. 6 Table of Contents Environmental: Our operations are subject to various federal, state, local and foreign laws and regulations relating to the environment, including those relating to: (i) the discharge of materials into the air, such as equipment-related emissions and crystalline silica dust at our aggregate processing facilities; (ii) the discharge of materials into water and land; (iii) the handling and disposal of solid and hazardous waste; (iv) the handling of underground storage tanks; and (v) the cleanup of properties affected by hazardous substances.
Dowd joined Granite in 1986 and has served as Senior Vice President, Construction since January 2024. He also served as Senior Vice President and California Group Manager from January 2021 to January 2024, Vice President and Regional Manager in Nevada from October 2017 to December 2020 and Vice President and Large Projects Business Development Manager from 2013 to 2017.
He also served as Senior Vice President and California Group Manager from January 2021 to January 2024, Vice President and Regional Manager in Nevada from October 2017 to December 2020 and Vice President and Large Projects Business Development Manager from 2013 to 2017.
Health and Safety: Employee safety is our greatest priority and safety is ultimately about people, not statistics. Safety is one of our core values and we strive to continuously improve our safety program to better protect our people. We instill our culture of safety through relationship-based safety training, shared knowledge, and engagement at every level of our organization.
Safety is one of our core values and we strive to continuously improve our safety program to better protect our people. We instill our culture of safety through relationship-based safety training, shared knowledge, and engagement at every level of our organization.
With the exception of contract change orders and affirmative claims, our construction contracts are primarily obtained through competitive bidding in response to solicitations by both public agencies and private parties and on a negotiated basis as a result of solicitations from private parties.
Our construction contracts are primarily obtained through competitive bidding in response to solicitations by both public agencies and private parties and on a negotiated basis as a result of solicitations from private parties.
We envision Granite as the leading provider of sustainable infrastructure solutions, differentiated by our pursuit of social, environmental and financial excellence. To attain our objectives, we have a Sustainability department that develops, coordinates and communicates our initiatives across the Company.
Our sustainability objectives encompass corporate social responsibility, environmental stewardship, dependable governance and the creation of enduring economic value. We envision Granite as the leading provider of sustainable infrastructure solutions, differentiated by our pursuit of social, environmental and financial excellence. To attain our objectives, we have a Sustainability department that develops, coordinates and communicates our initiatives across the Company.
The 7 Table of Contents percentage of fixed price contracts in our unearned revenue was 33.2% and 30.5% at December 31, 2024 and 2023, respectively. All other contract types represented 7.7% and 6.0% of our unearned revenue at December 31, 2024 and 2023, respectively.
The percentage of fixed price contracts in our unearned revenue was 34.6% and 33.2% at December 31, 2025 and 2024, respectively. All other contract types represented 8.5% and 7.7% of our unearned revenue at December 31, 2025 and 2024, respectively.
The percentage of fixed unit price contracts in our unearned revenue was 59.1% and 63.5% at December 31, 2024 and 2023, respectively.
The percentage of fixed unit price contracts in our unearned revenue was 56.9% and 59.1% at December 31, 2025 and 2024, respectively.
Mr. Williams holds a B.S. in Civil Engineering from Ohio Northern University. 12 Table of Contents
Mr. Williams holds a B.S. in Civil Engineering from Ohio Northern University.
Williams 64 Senior Vice President, Construction Mr. Larkin joined Granite in 1996, has served as President since September 2020 and as Chief Executive Officer since June 2021.
Larkin joined Granite in 1996 and has served as President since September 2020 and as Chief Executive Officer since June 2021.
Our annual sustainability reports, along with additional information about our sustainability program, can be found on our website at https://www.graniteconstruction.com/company/building-better-future-today. The information on our website and Granite’s Sustainability Report are not incorporated into, and are not part of, this report. Committed and Awarded Projects Committed and Awarded Projects ("CAP") consists of two components: (1) unearned revenue and (2) other awards.
Our annual sustainability reports, along with additional information about our sustainability program, can be found on our website at https://www.graniteconstruction.com/company/building-better-future-today. The information on our website and Granite’s Sustainability Report are not incorporated into, and are not part of, this report.
During 2024, the number of hourly employees ranged from approximately 2,100 to 4,300. The majority of both our salaried and hourly personnel were located in the United States during 2024.
During 2025, the number of hourly employees ranged from approximately 2,500 to 5,200. The majority of both our salaried and hourly personnel were located in the United States during 2025.
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 on the SEC’s website, www.sec.gov. 10 Table of Contents Information About Executive Officers Information regarding our executive officers as of February 1, 2025 is set forth below. Name Age Position Kyle T.
These reports, and any amendments to them, are also available on the SEC’s website, www.sec.gov. 10 Table of Contents Information About Executive Officers Information regarding our executive officers as of February 1, 2026 is set forth below. Name Age Position Kyle T. Larkin 54 President and Chief Executive Officer Staci M.
Employee Engagement: We routinely engage independent third parties to conduct cultural and employee engagement surveys. These include corporate culture assessments, as well as real-time feedback on employee engagement and on employee well-being which includes physical, emotional, social and financial health.
These include corporate culture assessments, as well as real-time feedback on employee engagement and well-being, which includes physical, emotional, social and financial health.
Insurance and Bonding We maintain insurance coverage and limits consistent with industry practice and in alignment with our overall risk management strategy. Policies include general and excess liability, property, pollution, professional, cybersecurity, executive risk, workers’ compensation and employer’s liability.
See Note 9 of “Notes to the Consolidated Financial Statements” for more information. 9 Table of Contents Insurance and Bonding We maintain insurance coverage and limits consistent with industry practice and in alignment with our overall risk management strategy. Policies include general and excess liability, property, pollution, professional, cybersecurity, executive risk, workers’ compensation and employer’s liability.
Unearned revenue includes the 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.
Committed and Awarded Projects Committed and Awarded Projects ( “ CAP ” ) consists of two components: (1) unearned revenue and (2) other awards. Unearned revenue includes the 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.
A core part of our mission will always be to provide a safe and healthy work environment for all our employees. Inclusion: Our culture is underpinned by our core values, including an unwavering commitment to inclusion as exemplified by strategies that address our guiding belief that diverse backgrounds, perspectives and experiences enhance creativity and innovation.
A core part of our mission will always be to provide a safe and healthy work environment for all our employees. Culture and Performance: Our culture and performance are underpinned by our core values, including an unwavering commitment to inclusion.
Woolsey received a B.S. degree in Accounting from the University of Idaho and is a Certified Public Accountant. Mr. Radich first joined Granite in 1980 and rejoined the Company in 2011. He has served as Executive Vice President and Chief Operating Officer since December 2020.
Woolsey received a B.S. degree in Accounting from the University of Idaho and is a Certified Public Accountant. Mr. Dowd joined Granite in 1986 and has served as Senior Vice President, Construction since January 2024.
As of December 31, 2024, three of our wholly-owned subsidiaries, Granite Construction Company, Layne Christensen Company and Granite Industrial, Inc., were parties to craft collective bargaining agreements in many areas in which they operate (see Note 16 of the “Notes to the Consolidated Financial Statements”).
As of December 31, 2025, four of our wholly-owned subsidiaries were parties to craft collective bargaining agreements in many areas in which they operate (see Note 16 of the “Notes to the Consolidated Financial Statements”). Health and Safety: Employee safety is our greatest priority and safety is ultimately about people, not statistics.
Larkin 53 President and Chief Executive Officer Staci M. Woolsey 48 Executive Vice President and Chief Financial Officer James A. Radich 66 Executive Vice President and Chief Operating Officer Brian A. Dowd 61 Senior Vice President, Construction Bradly J. Estes 46 Senior Vice President, Construction Materials Michael G. Tatusko 60 Senior Vice President, Construction Bradley J.
Woolsey 49 Executive Vice President and Chief Financial Officer Brian A. Dowd 62 Senior Vice President, Construction Bradly J. Estes 47 Senior Vice President, Construction Materials Michael G. Tatusko 61 Senior Vice President, Construction Bradley J. Williams 65 Senior Vice President, Construction Mr.
We remain fully committed to fairness and nondiscrimination in our employment practices by ensuring that the decision on who to hire and promote are based purely on merit and made without consideration of race, gender or other protected characteristic.
We remain fully committed to fairness and nondiscrimination in our employment practices by ensuring that employment and promotion decisions are based purely on merit and without consideration of race, gender or other protected characteristics. Employee Development and Training: The development of our employees is critical to our success and a key factor in our ability to attract and retain talent.
At December 31, 2024, there was $100.6 million of remaining contract value on unconsolidated and line item construction joint venture contracts, of which $35.6 million represented our share and is included in our CAP and the remaining $65.0 9 Table of Contents million represented our partners’ share. See Note 9 of “Notes to the Consolidated Financial Statements” for more information.
At December 31, 2025, there was $46.4 million of remaining contract value on unconsolidated construction joint venture contracts, of which $15.9 million represented our share and is included in our CAP and the remaining $30.5 million represented our partners’ share.
We offer a wide variety of training opportunities to ensure our employees are supplementing their on-the-job learning with in-person and online courses needed to promote performance and growth. In 2024, our employees completed over 30,000 training courses and more than 300 employees ranging from emerging leaders to senior leaders graduated from our multi-level leadership development program.
Our people are the foundation of our success, and we encourage every employee to actively participate in their own career growth and development. We offer a wide variety of training opportunities to ensure our employees are supplementing their on-the-job learning with in-person and online courses needed to promote performance and growth.
See Note 21 of “Notes to the Consolidated Financial Statements” for additional information about our reportable segments. During the first quarter of 2024, we reorganized our operational structure to more closely align with our two reportable segments, Construction and Materials.
See Note 21 of “Notes to the Consolidated Financial Statements” for additional information about our reportable segments.
Additionally, all employees are eligible for health insurance, physical, mental and financial wellness programs, paid and unpaid leave, a retirement plan, life insurance and disability/accident coverage. We also offer a variety of voluntary benefits that allow employees to select the options that meet their needs.
We also periodically conduct pay analyses to support our commitment to legally-compliant pay practices for similar job functions. Additionally, all employees are eligible for health insurance, physical, mental and financial wellness programs, paid and unpaid leave, a retirement plan, life insurance and disability/accident coverage.
Sustainability Sustainability is one of our core values and we are committed to contributing to the development of a more sustainable future. We are a participating member of the United Nations Global Compact. Our sustainability objectives encompass 5 Table of Contents corporate social responsibility, environmental stewardship, dependable governance and the creation of enduring economic value.
We also offer a variety of voluntary benefits that allow employees to select the options that meet their needs. Sustainability Sustainability is one of our core values and we are committed to contributing to the development of a more sustainable future. We are a participating member of the United Nations Global Compact.
In 2024, we continued to make progress through broadening the diversity of our pool of potential qualified applicants and identifying and addressing any impediments to employment opportunity that may exist. We also increased the number of colleges and universities we are targeting for our pool of qualified applicants. In 2024, we employed 241 interns from 108 colleges and universities.
In an effort to do so, we broadened our pool of potentially qualified applicants by increasing the number of colleges and universities that we recruit from and worked to identify and address any impediments to employment that may exist. In 2025, we employed 243 interns from 95 colleges and universities.
Removed
Previously, leaders within our three former operating groups of California, Central and Mountain managed both Construction and Materials operations within each group. This change allows us to better leverage our expertise within each reportable segment with leadership having direct oversight of their respective segment operations.
Added
Following our COO's retirement on July 4, 2025, our CEO assumed sole responsibility as the CODM. Our reportable segments are: Construction and Materials.
Removed
As a result of the reorganization, we will no longer disclose financial information by operating group. There were no material impacts to our consolidated financial statements and no changes to our reportable segments.
Added
In 2025, we continued to strengthen and expand our vertically integrated home markets with acquisitions of Slats Lucas, LLC and Warren Paving, Inc. (collectively, “Warren Paving”), a vertically-integrated asphalt contractor and aggregate producer with operations along the Gulf Coast and Mississippi River; Papich Construction Company, Inc.
Removed
We expanded our vertically integrated home markets with the 2024 acquisition of Dickerson & Bowen, Inc. ("D&B"), an aggregates, asphalt and highway construction company serving central and southern Mississippi.
Added
(“Papich Construction”), a provider of construction services and materials in California’s Central Coast and Central Valley regions; and Cinderlite Trucking Corporation (“Cinderlite”), a construction materials, landscape supply and transportation company in Carson City, Nevada.
Removed
We have established employee resource groups that serve employees from a variety of backgrounds and we periodically conduct pay analyses to support our commitment to legally-compliant pay practices for similar job functions.
Added
We have established an employee-led community that welcomes our entire employee population and is designed to foster a sense of belonging and engagement by offering forums and events that support professional development and personal interests. We strive to achieve a workforce, including leadership, that is reflective of the communities in which we operate.
Removed
We continued to execute on our five-year strategic plan regarding inclusion, which was established in 2020, working toward increased representation of women and minorities throughout the organization (including in leadership) to be reflective of the communities in which we operate.
Added
On an annual basis, we conduct succession planning reviews with senior leaders, focusing on our high performing and high potential talent and succession for critical roles. Employee Engagement: We routinely engage independent third parties to conduct cultural and employee engagement surveys.
Removed
Employee Development and Training: The development of our employees is critical to our success and is a key factor in our ability to attract and retain talent. Our people are the foundation of our success, and we encourage every employee to actively participate in their own career growth and development.
Added
The price and availability of raw materials may vary from year to year due to market conditions and production capacities. Equipment Our portfolio of equipment includes aggregate processing equipment, backhoes, barges, bulldozers, cranes, excavators, drilling rigs, loaders, motor graders, pavers, rock crushing and screening equipment, rollers, scrapers, trucks, and tunnel boring machines. We pool certain equipment to maximize utilization.
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Below is a summary of some of the significant regulations that impact our business.
Added
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.
Removed
The price and availability of raw materials may vary from year to year due to market conditions and production capacities. In recent years, inflation, supply chain and labor constraints have had a significant impact on the global economy including the construction industry in the United States.
Removed
While it is impossible to fully eliminate the impact of these factors, where practicable, we have applied proactive measures 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.
Removed
Equipment At December 31, 2024 and 2023, we owned the following number of construction equipment and vehicles: December 31, 2024 2023 Heavy construction equipment 2,645 2,457 Trucks, truck-tractors, trailers and vehicles 4,725 4,686 Our portfolio of equipment includes backhoes, barges, bulldozers, cranes, excavators, loaders, motor graders, pavers, rollers, scrapers, trucks, drilling rigs and tunnel boring machines that are used in both of our segments.
Removed
The December 31, 2024 equipment count includes 189 pieces of heavy construction equipment and 206 vehicles from the D&B acquisition. In 2024 and 2023, we purchased $59.2 million and $71.9 million, respectively, of construction equipment and vehicles.
Removed
He also served as Senior Vice President and Group Manager from January 2020 to December 2020, as Vice President and Coastal Region Manager from 2014 to 2019 and Vice President of the Northern California Region from 2011 to 2014. From 1993 to 2011, Mr. Radich was employed by Oldcastle Materials. Mr.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

54 edited+4 added−16 removed129 unchanged
Biggest changeFinally, the winding down or completion of work on significant projects that were active in 14 Table of Contents previous periods will reduce our revenue and earnings if such significant projects have not been replaced in the current period.
Biggest changeFinally, the winding down or completion of work on significant projects that were active in previous periods will reduce our revenue and earnings if such significant projects have not been replaced in the current period. 13 Table of Contents Many of our contracts may be canceled upon short notice, typically 30 to 90 days, even if we are not in default under the contract, and we may be unsuccessful in replacing contracts, resulting in a decrease in our revenue, net income and liquidity.
Consequently, this could have a material adverse effect on our business, financial condition and results of operations. • We may be unable to achieve our sustainability commitments and targets which could result in the loss of investors and customers, a negative impact to our stock price and damage to our reputation. We are committed to advancing our sustainability strategy.
Consequently, this could have a material adverse effect on our business, financial condition and results of operations. • We may be unable to achieve our sustainability commitments and targets which could result in the loss of investors and customers, a negative impact on our stock price, and damage to our reputation. We are committed to advancing our sustainability strategy.
Such factors, which include the following, could have a material adverse effect on our business, financial condition and results of operations or the timing of contract payments from government agencies or authorities: • the failure of the U.S. government to complete its budget and appropriations process before its fiscal year-end; • changes in and delays or cancellations of government programs, procurements, requirements or appropriations; • budget constraints or policy changes resulting in delay or curtailment of expenditures related to the services we provide; 13 Table of Contents • re-competes of government contracts; • the timing and amount of tax revenue received by federal, state and local governments, and the overall level of government expenditures; • curtailment in the use of government contracting firms; • delays associated with insufficient numbers of government staff to oversee contracts; • the preference by government agencies for contracting with small and disadvantaged businesses; • competing political priorities and changes in the political climate regarding the funding or operation of the services we provide; • the adoption of new laws or regulations affecting our contracting relationships with the federal, state or local governments; • unsatisfactory performance on government contracts by us or one of our subcontractors, negative government audits or other events that may impair our relationship with federal, state or local governments; • a dispute with or improper activity by any of our subcontractors; and • general economic or political conditions. • Our U.S. federal government contracts may give government agencies the right to modify, delay, curtail, renegotiate or terminate existing contracts at their convenience at any time prior to their completion, which could have a material adverse effect on our business, financial condition and results of operations.
Such factors, which include the following, could have a material adverse effect on our business, financial condition and results of operations or the timing of contract payments from government agencies or authorities: • the failure of the U.S. government to complete its budget and appropriations process before its fiscal year-end; 12 Table of Contents • changes in and delays or cancellations of government programs, procurements, requirements or appropriations; • budget constraints or policy changes resulting in delay or curtailment of expenditures related to the services we provide; • re-competes of government contracts; • the timing and amount of tax revenue received by federal, state and local governments, and the overall level of government expenditures; • curtailment in the use of government contracting firms; • delays associated with insufficient numbers of government staff to oversee contracts; • the preference by government agencies for contracting with small and disadvantaged businesses; • competing political priorities and changes in the political climate regarding the funding or operation of the services we provide; • the adoption of new laws or regulations affecting our contracting relationships with the federal, state or local governments; • unsatisfactory performance on government contracts by us or one of our subcontractors, negative government audits or other events that may impair our relationship with federal, state or local governments; • a dispute with or improper activity by any of our subcontractors; and • general economic or political conditions. • Our U.S. federal government contracts may give government agencies the right to modify, delay, curtail, renegotiate or terminate existing contracts at their convenience at any time prior to their completion, which could have a material adverse effect on our business, financial condition and results of operations.
We may not be able to accurately and timely report our financial results and/or we may not be able to detect errors on a timely basis if in the future we: (1) identify one or more material weaknesses in our internal control over financial reporting; (2) are unable to successfully remediate any future material weaknesses; (3) are unable to comply with the requirements of Section 404 in a timely manner; or (4) are unable to assert, or our independent registered public accounting firm is unable to attest, that our internal control over financial reporting is effective.
We may not be able to accurately and timely report our financial results and/or we may not be able to detect errors on a timely basis if in the future we: (1) identify one or more material weaknesses in our internal control over financial reporting; (2) are unable to successfully remediate any such material weaknesses; (3) are unable to comply with the requirements of Section 404 in a timely manner; or (4) are unable to assert, or our independent registered public accounting firm is unable to attest, that our internal control over financial reporting is effective.
These risks and uncertainties include: • our ability to complete acquisitions in accordance with our expected plans, on terms and conditions acceptable to us or our anticipated time frame, or at all; • difficulties identifying all significant risks during our due diligence activities; • that acquisitions involve significant costs and require the time and attention of our management, which may divert management’s attention from ongoing operations; • potential difficulties and increased costs associated with completion of any assumed construction projects; • our ability to successfully manage or achieve the results we expect to experience from the acquisitions and that we may lose key employees or customers of the acquired companies; • assumption of liabilities of an acquired business, including liabilities that were unknown at the time the acquisition was negotiated; • difficulties related to integrating the operations and internal controls, assimilating personnel, services, and systems of an acquired business and to assimilating marketing and other operational capabilities; • increased burdens on our staff and on our administrative, internal control and operating systems, which may hinder our legal and regulatory compliance activities; • if we issue additional equity securities, such issuances could have the effect of diluting our earnings per share as well as our existing shareholders’ individual ownership percentages in the Company; • the recording of goodwill or other non-amortizable intangible assets that will be subject to subsequent impairment testing and potential impairment charges, as well as amortization expenses related to certain other intangible assets; and • while we often obtain indemnification rights from the sellers of acquired businesses, such rights may be difficult to enforce and the indemnitors may not have the ability to financially support the indemnity.
These risks and uncertainties include: • our ability to complete acquisitions in accordance with our expected plans, on terms and conditions acceptable to us or our anticipated time frame, or at all; • difficulties identifying all significant risks during our due diligence activities; • that acquisitions involve significant costs and require the time and attention of our management, which may divert management’s attention from ongoing operations; • potential difficulties and increased costs associated with completion of any assumed construction projects; • our ability to successfully manage or achieve the results we expect to experience from the acquisitions and that we may lose key employees or customers of the acquired companies; • assumption of liabilities of an acquired business, including liabilities that were unknown at the time the acquisition was negotiated; 15 Table of Contents • difficulties related to integrating the operations and internal controls, assimilating personnel, services, and systems of an acquired business and to assimilating marketing and other operational capabilities; • increased burdens on our staff and on our administrative, internal control and operating systems, which may hinder our legal and regulatory compliance activities; • if we issue additional equity securities, such issuances could have the effect of diluting our earnings per share as well as our existing shareholders’ individual ownership percentages in the Company; • the recording of goodwill or other non-amortizable intangible assets that will be subject to subsequent impairment testing and potential impairment charges, as well as amortization expenses related to certain other intangible assets; and • while we often obtain indemnification rights from the sellers of acquired businesses, such rights may be difficult to enforce and the indemnitors may not have the ability to financially support the indemnity.
Unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (a) any derivative action or proceeding brought on behalf of Granite; (b) any action asserting a breach of a fiduciary duty owed by any director, 24 Table of Contents officer or other employee of Granite to Granite or its stockholders; (c) any action asserting a claim against Granite or any director or officer or other employee of Granite arising pursuant to any provision of the Delaware General Corporation Law, Granite’s certificate of incorporation or bylaws; (d) any action or proceeding to interpret, apply, enforce or determine the validity of Granite’s certificate of incorporation or bylaws (including any right, obligation, or remedy thereunder); (e) any action or proceeding as to which the Delaware General Corporation Law confers jurisdiction to the Court of Chancery of the State of Delaware; or (f) any action asserting a claim against Granite or any director or officer or other employee of Granite that is governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants, except that the foregoing does not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (a) any derivative action or proceeding brought on behalf of Granite; (b) any action asserting a breach of a fiduciary duty owed by any director, officer or other employee of Granite to Granite or its stockholders; (c) any action asserting a claim against Granite or any director or officer or other employee of Granite arising pursuant to any provision of the Delaware General Corporation Law, Granite’s certificate of incorporation or bylaws; (d) any action or proceeding to interpret, apply, enforce or determine the validity of Granite’s certificate of incorporation or bylaws (including any right, obligation, or remedy thereunder); (e) any action or proceeding as to which the Delaware General Corporation Law confers jurisdiction to the Court of Chancery of the State of Delaware; or (f) any action asserting a claim against Granite or any director or officer or other employee of Granite that is governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants, except that the foregoing does not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Past global economic conditions, including recent increases in prevailing interest rates, have resulted in the actual or perceived failure or financial difficulties of many financial institutions.
Past global economic conditions, including increases in prevailing interest rates, have resulted in the actual or perceived failure or financial difficulties of many financial institutions.
As of December 31, 2024, three of our wholly-owned subsidiaries, Granite Construction Company, Layne Christensen Company and Granite Industrial, Inc., participate in various domestic multi-employer pension plans on behalf of union employees. Union employee benefits generally are based on a fixed amount for each year of service.
As of December 31, 2025, three of our wholly-owned subsidiaries, Granite Construction Company, Layne Christensen Company and Granite Industrial, Inc., participate in various domestic multi-employer pension plans on behalf of union employees. Union employee benefits generally are based on a fixed amount for each year of service.
These developments could have material adverse effects on our business, financial condition, results of operations and liquidity. For these reasons, the reader is cautioned not to place undue reliance on our forward-looking statements. 26 Table of Contents Item 1B. UNRESOLVED STAFF COMMENTS None.
These developments could have material adverse effects on our business, financial condition, results of operations and liquidity. For these reasons, the reader is cautioned not to place undue reliance on our forward-looking statements. Item 1B. UNRESOLVED STAFF COMMENTS None. 23 Table of Contents
If a public health epidemic or pandemic or other contagious outbreak, including COVID-19, interferes with our ability, or that of our employees, contractors, suppliers, customers and other business partners to perform our and their respective responsibilities and obligations relative to the conduct of our business, our operations may be affected, which could have a material adverse effect on our business, results of operations and financial condition. • Our CAP is subject to unexpected adjustments and cancellations and could be an uncertain indicator of our future earnings.
If a public health epidemic or pandemic or other contagious outbreak interferes with our ability, or that of our employees, contractors, suppliers, customers and other business partners to perform our and their respective responsibilities and obligations relative to the conduct of our business, our operations may be affected, which could have a material adverse effect on our business, results of operations and financial condition. • Our CAP is subject to unexpected adjustments and cancellations and could be an uncertain indicator of our future earnings.
However, if such proposals were to be enacted, or if modifications were to be made to certain existing regulations, the consequences could have a material adverse impact on us, including increasing our tax burden, increasing our cost of tax compliance or otherwise adversely affecting our financial position, results of operations, cash flows and liquidity. 20 Table of Contents • We may be exposed to liabilities under the FCPA and any determination that we or any of our subsidiaries has violated the FCPA could have a material adverse effect on our business.
However, if such proposals were to be enacted, or if modifications were to be made to certain existing regulations, the consequences could have a material adverse impact on us, including increasing our tax burden, increasing our cost of tax compliance or otherwise adversely affecting our financial position, results of operations, cash flows and liquidity. • We may be exposed to liabilities under the FCPA and any determination that we or any of our subsidiaries has violated the FCPA could have a material adverse effect on our business.
Our inability to obtain reasonably priced surety bonds in the future and, while we monitor the financial health of our insurers and the insurance market, catastrophic events could reduce available limits or the breadth of coverage, both of which could significantly affect our ability to be awarded new 15 Table of Contents contracts and could, therefore, have a material adverse effect on our business, results of operations and financial condition.
Our inability to obtain reasonably priced surety bonds in the future and, while we monitor the financial health of our insurers and the insurance market, catastrophic events could reduce available limits or the breadth of coverage, both of which could significantly affect our ability to be awarded new contracts and could, therefore, have a material adverse effect on our business, results of operations and financial condition.
To the extent we are responsible for monetary damages, the total costs of the project could exceed our original estimates, we could experience reduced profits or a loss for that project and there could be a material adverse impact to our financial position, results of operations, cash flows and liquidity. • We may be required to contribute cash to meet our unfunded pension obligations in certain multi-employer plans.
To the extent we are responsible for monetary damages, the total costs of the project could exceed our original estimates, we could experience reduced profits or a loss for that project and there could be a material adverse impact to our financial position, results of operations, cash flows and liquidity. 17 Table of Contents • We may be required to contribute cash to meet our unfunded pension obligations in certain multi-employer plans.
Additionally, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, subject to and contingent upon a final adjudication in the State of Delaware of the enforceability of such exclusive forum provision.
Additionally, unless we consent in writing to the selection of 22 Table of Contents an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, subject to and contingent upon a final adjudication in the State of Delaware of the enforceability of such exclusive forum provision.
Business,” we are subject to a number of federal, state, local and foreign laws and regulations relating to the environment, including the remediation of soil and groundwater contamination, emission and discharge of materials into the environment, reclamation and closure of operations, workplace health and safety and a variety of socioeconomic requirements and are required to obtain and maintain a number of environmental approvals, permits and financial assurances.
Business,” we are subject to a number of federal, state, local and foreign laws and regulations relating to the environment, including the remediation of soil and groundwater contamination, emission and discharge of materials into the environment, reclamation and closure of operations, workplace health and safety and a variety of socioeconomic requirements and are required to obtain and maintain a number of approvals, permits, including those relating to barging operations, and financial assurances.
In addition, some environmental laws and regulations impose strict, joint and several liability and responsibility on present and former owners, operators or users of facilities and sites, and entities that disposed or arranged for the disposal of hazardous substances at a third-party site, for contamination at such facilities and sites, without regard to causation or knowledge of contamination.
In addition, some environmental laws and regulations impose strict, joint and several liability and responsibility on present and former owners, operators or users of facilities and sites, and 18 Table of Contents entities that disposed or arranged for the disposal of hazardous substances at a third-party site, for contamination at such facilities and sites, without regard to causation or knowledge of contamination.
In connection with any acquisitions, we may acquire liabilities or defects such as legal claims, including but not limited to, 17 Table of Contents third party liability and other tort claims; claims for breach of contract; employment-related claims; environmental, health and safety liabilities, conditions or damage; permitting, regulatory or other compliance with law issues; or tax liabilities.
In connection with any acquisitions, we may acquire liabilities or defects such as legal claims, including but not limited to, third party liability and other tort claims; claims for breach of contract; employment-related claims; environmental, health and safety liabilities, conditions or damage; permitting, regulatory or other compliance with law issues; or tax liabilities.
These liabilities, if they materialize, could have a material adverse effect on our business, results of operations and financial condition. RISKS RELATED TO OUR HUMAN CAPITAL, JOINT VENTURES AND SUBCONTRACTORS • Our success depends on attracting and retaining qualified personnel, joint venture partners and subcontractors in a competitive environment .
These liabilities, if they materialize, could have a material adverse effect on our business, results of operations and financial condition. 16 Table of Contents RISKS RELATED TO OUR HUMAN CAPITAL, JOINT VENTURES AND SUBCONTRACTORS • Our success depends on attracting and retaining qualified personnel, joint venture partners and subcontractors in a competitive environment .
If we fail to implement these procedures or if the procedures we implement are ineffective, we may suffer the loss of or injury to our employees, as well as expose ourselves to possible litigation.
If we fail to implement these procedures or if the procedures we implement are ineffective, we may suffer the loss of or injury to our employees, as well as expose ourselves to possible litigation, penalties or fines.
Additionally, even if we continue to be able to access bonding capacity to sufficiently bond future work, we may be required to post collateral to secure bonds, which would decrease the liquidity we would have available for other purposes. • We use certain commodity products that are subject to significant price fluctuations.
Additionally, even if we continue to be able to access bonding capacity to sufficiently bond future work, we may be required to post collateral to secure bonds, which would decrease the liquidity we would have available for other purposes. 14 Table of Contents • We use certain commodity products that are subject to significant price fluctuations.
We could also become subject to 21 Table of Contents stockholder or other third-party litigation as well as investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources and could result in fines, penalties, trading suspensions or other remedies.
We could also become subject to stockholder or other third-party litigation as well as investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources and could result in fines, penalties, trading suspensions or other remedies.
For the year ended December 31, 2024, approximately 75% of our construction revenue was funded by federal, state and local government agencies and authorities. A significant amount of this revenue is derived under multi-year contracts, many of which are appropriated on an annual basis.
For the year ended December 31, 2025, approximately 70% of our construction revenue was funded by federal, state and local government agencies and authorities. A significant amount of this revenue is derived under multi-year contracts, many of which are appropriated on an annual basis.
Failure to successfully manage and integrate acquisitions could harm our business, results of operations and financial condition. • As part of our strategy, we may make divestitures, and divestitures involve many risks and uncertainties.
Failure to successfully manage and integrate acquisitions could harm our business, results of operations and financial condition. • We may make divestitures, and divestitures involve many risks and uncertainties.
Our failure to pay principal, interest or other amounts when due or within the relevant grace period on our 3.25% Convertible Notes, our 3.75% Convertible Notes or our Credit Agreement would constitute an event of default under the indenture governing our 3.25% Convertible Notes, the indenture governing our 3.75% Convertible Notes or the Credit Agreement.
Our failure to pay principal, interest or other amounts when due or within the relevant grace period on our 3.25% convertible senior notes due 2030 (the “3.25% Convertible Notes”), our 3.75% convertible senior notes due 2028 (the “3.75% Convertible Notes”) or our Credit Agreement would constitute an event of default under the indenture governing our 3.25% Convertible Notes, the indenture governing our 3.75% Convertible Notes or the Credit Agreement.
Approximately 75% of our construction-related revenue in 2024 was derived from contracts funded by federal, state and local 19 Table of Contents government agencies and authorities. Government contracts are subject to specific procurement regulations, contract provisions and a variety of socioeconomic requirements relating to their formation, administration, performance and accounting and often include express or implied certifications of compliance.
Approximately 70% of our construction-related revenue in 2025 was derived from contracts funded by federal, state and local government agencies and authorities. Government contracts are subject to specific procurement regulations, contract provisions and a variety of socioeconomic requirements relating to their formation, administration, performance and accounting and often include express or implied certifications of compliance.
In addition, increases in or sustained higher interest rates will result in higher interest expense related to borrowings under our Fourth Amended and Restated Credit Agreement, as 16 Table of Contents amended (the “Credit Agreement”), which could have a material adverse effect on our business, results of operations and financial condition. • As part of our growth strategy, we have made and may make future acquisitions, and acquisitions involve many risks and uncertainties.
In addition, increases in or sustained higher interest rates have resulted in and may continue to result in higher interest expense related to borrowings under our Fifth Amended and Restated Credit Agreement (the “Credit Agreement”), which could have a material adverse effect on our business, results of operations and financial condition. • As part of our growth strategy, we have made and may make future acquisitions, and acquisitions involve many risks and uncertainties.
Further, if the market price per share of our common stock exceeds the cap price of the capped call transactions ($79.83 for the capped call transactions related to the 3.75% Convertible Notes and $119.82 for the capped call transactions related to our 3.25% Convertible Notes), there would nevertheless be dilution and/or there would not be an offset of such cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.
However, when the market price per share of our common stock exceeds the cap price of the capped call transactions ($79.83 for the capped call transactions related to the 3.75% Convertible Notes and $119.82 for the capped call transactions related to our 3.25% Convertible Notes), there would nevertheless be dilution and/or there would not be an offset 21 Table of Contents of such cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.
We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. • Conversion of our 3.25% Convertible Notes and our 3.75% Convertible Notes may dilute the ownership interest of existing stockholders and may affect the trading price of our common stock.
We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations, which could have a material adverse effect on our business and financial condition. • Conversion of our 3.25% Convertible Notes and our 3.75% Convertible Notes may dilute the ownership interest of existing stockholders and may affect the trading price of our common stock.
For additional information, see "—Accounting for our revenues and costs involve significant estimates" risk factor below. The potential gross profit impact of recoveries for affirmative claims may be material in future periods when they, or a portion of them, become probable and estimable or are settled.
For additional information, see “ Accounting for our revenues, costs and the valuation of acquired mineral reserves involves significant estimates ” risk factor below. The potential gross profit impact of recoveries for affirmative claims may be material in future periods when they, or a portion of them, become probable and estimable or are settled.
The impact of weather conditions can result in variability in our quarterly revenues and profitability, particularly in the first and fourth quarters of the year. • Force majeure events, including natural disasters and terrorists' actions, could negatively impact our business, which may affect our financial condition, results of operations or cash flows.
The impact of weather conditions has caused and may continue to cause variability in our quarterly revenues and profitability, particularly in the first and fourth quarters of the year. • Force majeure events, including natural disasters and terrorists' actions, could negatively impact our business, which may affect our financial condition, results of operations or cash flows.
As of the date of this filing, we have developed pilot programs to implement certain third-party generative artificial intelligence (“AI”) and predictive analytics tools into our systems for specific purposes. These tools presently include, without limitation, (i) a knowledge retention tool, (ii) a risk detection tool and (iii) a virtual assistant tool.
We have developed pilot programs to implement certain third-party generative artificial intelligence (“AI”) and predictive analytics tools into our systems for specific purposes. These tools presently include, without limitation, (i) a knowledge retention tool, (ii) a risk assessment tool and (iii) a virtual assistant tool.
In connection with our 3.25% Convertible Notes offering 23 Table of Contents and our 3.75% Convertible Notes offering, we entered into capped call transactions with option counterparties.
In connection with our 3.25% Convertible Notes offering and our 3.75% Convertible Notes offering, we entered into capped call transactions with option counterparties.
We generally subcontract design responsibility to architectural and engineering firms. However, in the event of a design error or omission causing damages, there is risk that the subcontractor or their errors and omissions insurance would not be able to absorb the liability.
However, in the event of a design error or omission causing damages, there is risk that the subcontractor or their errors and omissions insurance would not be able to absorb the liability.
The FCPA generally prohibits companies and their affiliates from making improper payment to non-U.S. officials for the purpose of obtaining or retaining business. Our internal policies, procedures and Code of Conduct mandate compliance with these anti-corruption laws. However, we operate in one or more countries known to experience corruption.
The FCPA generally prohibits companies and their affiliates from making improper payment to non-U.S. officials for the purpose of obtaining or retaining business. Our internal policies, procedures and Code of Conduct mandate compliance with these anti-corruption laws.
If we are unable to service our debt obligations as a result of rising or high interest rates or any other reason or fund our other liquidity needs, we could be forced to curtail our operations, reorganize our capital structure (including through bankruptcy proceedings) or liquidate some or all of our assets in a manner that could cause holders of our securities to experience a partial or total loss of their investment in us.
If we are unable to service our debt obligations as a result of rising or high interest rates or any other reason or fund our other liquidity needs, we could be forced to curtail our operations, reorganize our capital structure (including through bankruptcy proceedings) or liquidate some or all of our assets in a manner that could cause holders of our securities to experience a partial or total loss of their investment in us. • Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our debt.
To the extent these events occur, the total cost of the project could exceed our original estimate and we could experience reduced profits or a loss on that project and there could be a material adverse impact to our business, results of operations and financial condition. • Our failure to adequately recover on affirmative claims brought by us against project owners or other project participants (e.g., back charges against subcontractors) for additional contract costs could have a negative impact on our liquidity and future operations.
In such circumstances, the total cost could exceed our original estimate, which may result in reduced profits or a loss on that project, which could have a material adverse effect on our business, results of operations and financial condition. • Our failure to adequately recover on affirmative claims brought by us against project owners or other project participants (e.g., back charges against subcontractors) for additional contract costs could have a negative impact on our liquidity and future operations.
Claims for civil or criminal fraud may be brought for violations of regulations, requirements or statutes. We may also be subject to qui tam litigation brought by private individuals on behalf of the government under the Federal Civil False Claims Act, which could include claims for up to treble damages.
Claims for civil or criminal fraud may be brought for violations of regulations, requirements or statutes. Additionally, qui tam litigation brought by private individuals on behalf of the government under the Federal Civil False Claims Act could require us to pay treble damages.
Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in "Use of Estimates in Preparation of Financial Statements," and "Revenue Recognition" within Note 1 of the "Notes to the Consolidated Financial Statements," accounting for our contract-related revenues and costs, as well as other expenses requires management to make a variety of significant estimates and assumptions.
Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in “Use of Estimates in the Preparation of Financial Statements,” and “Revenue Recognition,” within Note 1 of the “Notes to the Consolidated Financial Statements,” accounting for our contract-related revenues and costs, as well as the valuation of acquired mineral reserves, requires management to make a variety of significant estimates and assumptions.
As a result, the content, analysis or recommendations that these tools produce may be inaccurate, incomplete or biased and our use of this information may 22 Table of Contents have a material adverse effect on our business, results of operations and financial condition.
Further, AI algorithms may be flawed, and the data used to train AI tools may be inaccurate, incomplete or biased. As a result, the content, analysis or recommendations that these tools produce may be inaccurate, incomplete or biased and our use of this information may have a material adverse effect on our business, results of operations and financial condition.
If we acquire any of these liabilities, and they are not adequately covered by insurance or an enforceable indemnity or similar agreement from a creditworthy counterparty, we may be responsible for significant out-of-pocket expenditures.
If we acquire any of these liabilities, and they are not adequately covered by insurance or an enforceable indemnity or similar agreement from a creditworthy counterparty, we may be responsible for significant out-of-pocket expenditures, which could have a negative impact on our business, financial condition and results of operations.
Similarly, given the emerging ethical issues presented by the development and use of AI tools, we expect that there will continue to be new laws or regulations concerning the use of AI that could impose on us certain obligations and costs related to monitoring and compliance.
Additionally, we expect that there will continue to be new laws or regulations 20 Table of Contents concerning the use of AI that could impose on us certain obligations and costs related to monitoring and compliance.
Under these agreements, our customers often have no obligation to assign a specific amount of work to us. Our operations could decline significantly if the anticipated volume of work is not assigned to us or is canceled. Many of our contracts, including our master service agreements, are open to competitive bidding at the expiration of their terms.
Certain of our customers assign work to us on a project-by-project basis under master service agreements. Under these agreements, our customers often have no obligation to assign a specific amount of work to us. Our operations could decline significantly if the anticipated volume of work is not assigned to us or is canceled.
In addition, if our partners are not able or willing to provide their share of capital investment to fund the operations of the venture, there could be 18 Table of Contents unanticipated costs to complete the projects, financial penalties or liquidated damages.
In addition, if our partners are not able or willing to provide their share of capital investment to fund the operations of the venture, there could be unanticipated costs to complete the projects, financial penalties or liquidated damages. These situations could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.
If we are unable to meet our commitments and targets and appropriately address sustainability enhancement, we may lose investors, customers or partners, our stock price may be negatively impacted, our reputation may be negatively affected and it may be more difficult for us to compete effectively, all of which could have an adverse effect on our business, financial condition and results of operations, as well as on the price of our common stock. 25 Table of Contents In addition, new laws, regulations and policies relating to matters such as sustainability, climate change, human capital and diversity, are being developed and formalized in the United States, which may entail specific, target-driven frameworks and/or disclosure requirements.
If we are unable to meet our commitments and targets and appropriately address sustainability enhancement, we may lose investors, customers or partners, our stock price may be negatively impacted, our reputation may be negatively affected and it may be more difficult for us to compete effectively, all of which could have an adverse effect on our business, financial condition and results of operations, as well as on the price of our common stock.
Violations of FCPA laws, allegations of such violations and/or disclosure related to any relevant investigation could have a material adverse impact on our financial position, results of operations, cash flows and liquidity for reasons including, but not limited to, an adverse effect on our reputation, our ability to obtain new business or retain existing business, to attract and retain employees, to access the capital markets and/or could give rise to an event of default under the agreements governing our debt instruments. • We restated our consolidated financial statements for certain prior periods, which affected and may continue to affect our business, results of operations and financial condition.
Violations of FCPA laws, allegations of such violations and/or disclosure related to any relevant 19 Table of Contents investigation could have a material adverse impact on our financial position, results of operations, cash flows and liquidity for reasons including, but not limited to, an adverse effect on our reputation, our ability to obtain new business or retain existing business, to attract and retain employees, to access the capital markets and/or could give rise to an event of default under the agreements governing our debt instruments. • If we identify material weaknesses or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately and timely report our financial results, investors may lose confidence in us and the market price of our common stock may decrease.
Such changes could have a material adverse effect on our financial position and results of operations. • A change in tax laws or regulations of any federal, state or international jurisdiction in which we operate could increase our tax burden and otherwise adversely affect our financial position, results of operations, cash flows and liquidity.
If we determine that the carrying amount of goodwill or our unamortized intangible assets exceeds their fair value, we would be required to recognize a non-cash impairment charge, which could have a material adverse effect on our business, results of operations or financial condition. • A change in tax laws or regulations of any federal, state or international jurisdiction in which we operate could increase our tax burden and otherwise adversely affect our financial position, results of operations, cash flows and liquidity.
These joint ventures may not be subject to the same compliance requirements, including those related to internal control over financial reporting.
To the extent we are not the controlling partner, we have limited control over many of the decisions made with respect to the related construction projects. These joint ventures may not be subject to the same compliance requirements, including those related to internal control over financial reporting.
Although we have thus far been able to secure reserves to support our business, our financial position, results of operations, cash flows and liquidity may be adversely affected by an increasingly difficult permitting process. • Accounting for our revenues and cost involves significant estimates. As further described in “Critical Accounting Estimates” under “Item 7.
Any increasingly difficult permitting process could have a material adverse effect on our business, our financial position, results of operations, cash flows and liquidity. • Accounting for our revenues, costs and the valuation of acquired mineral reserves involves significant estimates. As further described in “Critical Accounting Estimates” under “Item 7.
There can be no assurance that we will be the successful bidder on our existing contracts that come up for re-bid. • Design-build contracts subject us to the risk of design errors and omissions. Design-build is a common method of project delivery as it provides the owner with a single point of responsibility for both design and construction.
Many of our contracts, including our master service agreements, are open to competitive bidding at the expiration of their terms. There can be no assurance that we will be the successful bidder on our existing contracts that come up for re-bid. • Design-build contracts subject us to the risk of design errors and omissions.
We are exposed to various commodity price risks, including, but not limited to, diesel fuel, natural gas, propane, steel, cement and liquid asphalt arising from transactions that are entered into in the normal course of business.
We are exposed to various commodity price risks relating to, among others, diesel fuel, natural gas, propane, steel, cement and liquid asphalt.
At times we enter into supply agreements or pre-purchase commodities to secure pricing and use financial contracts to further manage a portion of the price risk. Significant price fluctuations could have a material adverse effect on our business, results of operations and financial condition. • Weather can significantly affect our revenues and profitability.
We also use steel and other commodities in our construction projects that can be subject to significant price fluctuations due to a number of factors, including inflation and tariffs. Significant price fluctuations could have a material adverse effect on our business, results of operations and financial condition. • Weather can significantly affect our revenues and profitability.
These assumptions and estimates may change significantly in the future and could result in the reversal of previously recognized revenue and profit.
These assumptions and estimates may change significantly in the future and could result in the reversal of previously recognized revenue and profit or cause material impairment charges. Such changes could have a material adverse effect on our financial position and results of operations. • Earnings may be impacted by impairment charges for goodwill and intangible assets.
Further, because of its inherent limitations, even our remediated and effective internal control over financial reporting may not prevent or detect all misstatements.
Further, because of its inherent limitations, even our effective internal controls over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in our conditions, or that the degree of compliance with our policies or procedures may deteriorate.
Although strikes or work stoppages have not had a significant impact on our operations or results in the past, such labor actions could have a significant impact on our operations and results if they occur in the future. • Failure of our subcontractors to perform as anticipated could have a negative impact on our results.
We are party to collective bargaining agreements covering a portion of our craft workforce. If a strike or work stoppage occurred, it could have a material adverse effect on our operations and results. • Failure of our subcontractors to perform as anticipated could have a negative impact on our results.
Removed
Many of our contracts may be canceled upon short notice, typically 30 to 90 days, even if we are not in default under the contract, and we may be unsuccessful in replacing contracts, resulting in a decrease in our revenue, net income and liquidity. Certain of our customers assign work to us on a project-by-project basis under master service agreements.
Added
Design-build is a common method of project delivery as it provides the owner with a single point of responsibility for both design and construction. We generally subcontract design responsibility to architectural and engineering firms.
Removed
Although we are partially protected by asphalt or fuel price escalation clauses in some of our contracts, many contracts provide no such protection. We also use steel and other commodities in our construction projects that can be subject to significant price fluctuations due to a number of factors, including inflation and tariffs.
Added
We carry a significant amount of goodwill and identifiable intangible assets on our consolidated balance sheets. We assess goodwill for impairment annually as of November 1 and more frequently when events and circumstances occur that indicate a possible impairment.
Removed
In order to manage or reduce commodity price risk, we monitor the costs of these commodities at the time of bid and price them into our contracts accordingly. Additionally, some of our contracts may include commodity price escalation clauses which partially protect us from increasing prices.
Added
We also review identifiable intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. See “Long-Lived Assets” and “Goodwill” in Note 1 of the “Notes to the Consolidated Financial Statements” for additional information regarding our goodwill and identifiable intangible assets.
Removed
We are party to collective bargaining agreements covering a portion of our craft workforce.
Added
In addition, new laws, regulations and policies relating to matters such as sustainability and climate change may be developed and formalized in the United States, which could entail specific, target-driven frameworks and/or disclosure requirements.
Removed
These situations could have a material adverse effect on our financial position, results of operations, cash flows and liquidity. To the extent we are not the controlling partner, we have limited control over many of the decisions made with respect to the related construction projects.
Removed
We previously restated unaudited quarterly financial information for the first three quarters of the year ended December 31, 2022 to correct (a) errors related to deferred taxes and the calculation of income tax expense in connection with the sale of our trenchless and pipe rehabilitation services business and (b) other immaterial errors.
Removed
Additionally, we previously restated certain periods in 2019 and prior to correct misstatements associated with project forecasts in our former Heavy Civil operating group.
Removed
Taken collectively, such restatements: • had and may continue to have the effect of eroding investor confidence in us and our financial reporting and accounting practices and processes; • negatively impacted and may continue to negatively impact the trading price of our common stock; • required that we incur significant expenses and may require that we incur significant additional expenses relating to any litigation or regulatory examinations, investigations, proceedings, orders or indemnification claims; • may make it more difficult, expensive and time consuming for us to raise capital, if necessary, on acceptable terms, if at all; • may make it more difficult to pursue transactions or implement business strategies that might otherwise be beneficial to our business; and • may negatively impact our reputation with our customers.
Removed
The occurrence or continued occurrence of any of the foregoing could have a material adverse effect on our business, results of operations and financial condition. • In prior years we identified material weaknesses in our internal control over financial reporting in our Annual Reports on Form 10-K, which have been remediated.
Removed
If we identify material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately and timely report our financial results, investors may lose confidence in us and the market price of our common stock may decrease.
Removed
As disclosed in our Annual Reports on Form 10-K for the years ended December 31, 2019, 2020 and 2022, we identified material weaknesses, all of which have now been remediated.
Removed
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in our conditions, or that the degree of compliance with our policies or procedures may deteriorate. • We were involved in, and may in the future be subject to, litigation, regulatory examinations, investigations, proceedings or orders as a result of or relating to the restatement of our financial statements and if any of these are resolved adversely against us, it could harm our business, results of operations and financial condition.
Removed
We were involved in, and may in the future be subject to, litigation, regulatory examinations, investigations, proceedings or orders, the assessment of civil monetary penalties, equitable remedies or indemnification claims, and the expenses associated with such matters as a result of or relating to the restatement of our financial statements and reported material weaknesses.
Removed
Our management may be required to devote significant time and attention to these matters. We had, and may in the future have, to incur significant expenses related to these matters and if any of these matters are resolved adversely against us, it could harm our business, results of operations and financial condition.
Removed
Further, AI algorithms may be flawed, and the data used to train AI tools may be inaccurate, incomplete or biased.
Removed
See definition of 3.25% Convertible Notes and 3.75% Convertible Notes in Note 14 to “Notes to the Consolidated Financial Statements.” • Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our debt.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

9 edited+0 added−0 removed11 unchanged
Biggest changeOur CIO has served in various roles in information technology and information security for over 25 years, including serving as the Head of Cybersecurity for public and private companies. Our CIO holds an undergraduate degree in computer science and has attained a professional certification in Cybersecurity Governance.
Biggest changeOur CTO holds an undergraduate degree in computer science and has attained a professional certification in Cybersecurity Governance. The Cybersecurity team (including the CTO) has extensive cybersecurity experience and hold multiple certifications across the cybersecurity landscape.
However, due to evolving cybersecurity threats, it may not be possible to anticipate, prevent or stop future cybersecurity incidents, including attacks on our information systems and data or those of our relevant business partners. See "Risks Related to Information Technology" in Item 1A. Risk Factors.
However, due to evolving cybersecurity threats, it may not be possible to anticipate, prevent or stop future cybersecurity incidents, including attacks on our information systems and data or those of our relevant business partners. See “ Risks Related to Information Technology ” in Item 1A. Risk Factors.
The CIO, who acts as our chief information security officer, leads our Cybersecurity Committee. The Cybersecurity Committee is a multidisciplinary team of corporate and operational leaders who work collaboratively to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with our incident response plan.
The CTO, who acts as our chief information security officer, leads our Cybersecurity Committee. The Cybersecurity Committee is a multidisciplinary team of corporate and operational leaders who work collaboratively to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with our incident response plan.
Item 1C. CYBERSECURITY Our Board of Directors views the identification and effective management of cybersecurity threats as a critical component of overall risk management and oversight responsibilities and has delegated responsibility for oversight of this risk to the Audit/Compliance Committee of the Board of Directors (the "Audit Committee").
Item 1C. CYBERSECURITY Our Board of Directors views the identification and effective management of cybersecurity threats as a critical component of overall risk management and oversight responsibilities and has delegated responsibility for oversight of this risk to the Audit/Compliance Committee of the Board of Directors (the “Audit Committee”).
Risk Management and Strategy Our cybersecurity program is focused on the following key areas: Governance: As discussed in more detail under the heading “Governance” below, the Board of Directors’ oversight of cybersecurity risk management is supported by the Audit Committee, the Risk Committee, our Chief Information Officer (“CIO”), other members of management and management’s Cybersecurity Committee.
Risk Management and Strategy Our cybersecurity program is focused on the following key areas: Governance: As discussed in more detail under the heading “Governance” below, the Board of Directors’ oversight of cybersecurity risk management is supported by the Audit Committee, the Risk Committee, our Chief Technology Officer (“CTO”), other members of management and management’s Cybersecurity Committee.
Our cybersecurity policies, standards, processes and practices are based on recognized frameworks established by the National Institute of Standards and Technology and other applicable industry standards. In general, we seek to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on identifying, assessing, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
Our cybersecurity policies, standards, processes and practices are based on recognized frameworks established by the National Institute of Standards and Technology and other applicable industry standards. We take a comprehensive, cross-functional approach to cybersecurity that focuses on identifying, detecting and protecting against threats, and effectively responding to and recovering from incidents when they occur.
The CIO, working together with a team of cybersecurity professionals and third-party consultants, monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents, and reports such threats and incidents to the senior leadership team when appropriate.
The CTO, working together with a team of cybersecurity professionals and third-party consultants, monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents, and reports such threats and incidents to the senior leadership team when appropriate. 24 Table of Contents Our CTO has served in various roles in information technology and information security for over 25 years, including serving as the Head of Cybersecurity for public and private companies.
The Cybersecurity team (including the CIO) has extensive cybersecurity experience and hold multiple certifications across the cybersecurity landscape. Our CEO, CFO, COO, SVP HR and Senior Vice President and General Counsel each hold undergraduate degrees, graduate degrees or professional certifications in their respective fields, and each have significant experience managing risk.
Our CEO, Chief Financial Officer, Chief Human Resources Officer and Chief Legal Officer each hold undergraduate degrees, graduate degrees or professional certifications in their respective fields, and each have significant experience managing risk.
The Cybersecurity Committee reports to our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), Chief Operating Officer (“COO”), Senior Vice President, 27 Table of Contents Human Resources ("SVP HR") and Senior Vice President and General Counsel.
The Cybersecurity Committee reports to our CEO, Chief Financial Officer, Chief Human Resources Officer and Chief Legal Officer.

Item 2. Properties

Properties — owned and leased real estate

15 edited+1 added−6 removed16 unchanged
Biggest changeThe following table presents information about mineral reserves at December 31, 2024 (tons in millions): Proven Mineral Reserves Probable Mineral Reserves Total Mineral Reserves Amount (tons) Grades / qualities (1) Amount (tons) Grades / qualities (1) Amount (tons) Grades / qualities (1) Sand and Gravel: California Coalinga 115.5 Sand and Gravel — — 115.5 Sand and Gravel Solari 106.4 Sand and Gravel 8.2 Sand and Gravel 114.6 Sand and Gravel All other California 148.1 Sand and Gravel 8.8 Sand and Gravel 156.9 Sand and Gravel Total California 370.0 — 17.0 — 387.0 — Utah Grantsville 99.0 Sand and Gravel — — 99.0 Sand and Gravel All other Utah 12.8 Sand and Gravel 0.1 Sand and Gravel 12.9 Sand and Gravel Total Utah 111.8 — 0.1 — 111.9 — All other states/provinces 130.6 Sand and Gravel 56.1 Sand and Gravel 186.7 Sand and Gravel Total 612.4 — 73.2 — 685.6 — Hard Rock: California Handley Quarry 144.0 Hard Rock — — 144.0 Hard Rock All other California 58.2 Hard Rock — — 58.2 Hard Rock Total California 202.2 — — — 202.2 — Utah 27.1 Hard Rock — — 27.1 Hard Rock Lockwood Mustang (Nevada) 17.7 Hard Rock 32.0 Hard Rock 49.7 Hard Rock Bamberton Quarry (Canada) 39.8 Hard Rock — — 39.8 Hard Rock All other states/provinces 20.6 Hard Rock 32.4 Hard Rock 53.0 Hard Rock Total 307.4 — 64.4 — 371.8 — Grand Total 919.8 — 137.6 — 1,057.4 — (1) The grade of product produced is contingent on market needs.
Biggest changeAs of December 31, 2025, California and Kentucky were the only individual states/provinces that comprised more than 10% of our total mining operations, Coalinga, Solari and Grantsville were the only mines that comprised 10% or more of our mineral reserves for sand and gravel and Handley Quarry and Slats Lucas were the only mines that comprised 10% or more of our mineral reserves for hard rock. 28 Table of Contents The following table presents information about mineral reserves at December 31, 2025 (tons in millions): Proven Mineral Reserves Probable Mineral Reserves Total Mineral Reserves Amount (tons) Grades / qualities (1) Amount (tons) Grades / qualities (1) Amount (tons) Grades / qualities (1) Sand and Gravel: California Coalinga 114.2 Sand and Gravel — — 114.2 Sand and Gravel Solari 105.6 Sand and Gravel 8.2 Sand and Gravel 113.8 Sand and Gravel All other California 154.7 Sand and Gravel 8.6 Sand and Gravel 163.3 Sand and Gravel Total California 374.5 Sand and Gravel 16.8 Sand and Gravel 391.3 Sand and Gravel Grantsville (Utah) 99.0 Sand and Gravel — — 99.0 Sand and Gravel All other states/provinces 142.2 Sand and Gravel 55.9 Sand and Gravel 198.1 Sand and Gravel Total 615.7 Sand and Gravel 72.7 Sand and Gravel 688.4 Sand and Gravel Hard Rock: California Handley Quarry 143.7 Hard Rock — — 143.7 Hard Rock All other California 61.6 Hard Rock — — 61.6 Hard Rock Total California 205.3 Hard Rock — — 205.3 Hard Rock Slats Lucas (Kentucky) 214.0 Hard Rock 72.3 Hard Rock 286.3 Hard Rock All other states/provinces 134.9 Hard Rock 68.3 Hard Rock 203.2 Hard Rock Total 554.2 Hard Rock 140.6 Hard Rock 694.8 Hard Rock Grand Total 1,169.9 Hard Rock 213.3 Hard Rock 1,383.2 Hard Rock (1) The grade of product produced is contingent on market needs.
Additional subsurface work may be needed prior to mining the reserve. The modifying factors applied in the conversion of measured and indicated mineral resources to proven and probable mineral reserves during the year ended December 31, 2024 included various relevant technical and economic factors, including site infrastructure, mine design and planning, processing plant and environmental compliance and permitting.
Additional subsurface work may be needed prior to mining the reserve. The modifying factors applied in the conversion of measured and indicated mineral resources to proven and probable mineral reserves during the year ended December 31, 2025 included various relevant technical and economic factors, including site infrastructure, mine design and planning, processing plant and environmental compliance and permitting.
As of December 31, 2024, we had open pit quarry properties available for the extraction of sand, gravel and hard rock. Our Materials segment uses these quarry properties to extract and process sand, gravel and hard rock into construction material for internal use in our construction projects and for sale to third parties.
As of December 31, 2025, we had open pit quarry properties available for the extraction of sand, gravel and hard rock. Our Materials segment uses these quarry properties to extract and process sand, gravel and hard rock into construction material for internal use in our construction projects and for sale to third parties.
As of December 31, 2024, we had all the permits necessary to mine and process sand, gravel and hard rock at our active quarry properties. As of December 31, 2024, no individual mining operation was considered material to our business or financial condition.
As of December 31, 2025, we had all the permits necessary to mine and process sand, gravel and hard rock at our active quarry properties. As of December 31, 2025, no individual mining operation was considered material to our business or financial condition.
The basis of determining the modifying factors was a combination of historical experience mining aggregates and observation. As of December 31, 2024, our qualified persons estimated our proven and probable reserves to be approximately 1.1 billion tons. Waste factors for proven and probable reserves range up to 44% depending on the deposit type, market characteristics and extraction feasibility.
The basis of determining the modifying factors was a combination of historical experience mining aggregates and observation. As of December 31, 2025, our qualified persons estimated our proven and probable reserves to be approximately 1.4 billion tons. Waste factors for proven and probable reserves range up to 44% depending on the deposit type, market characteristics and extraction feasibility.
Sites typically sell base products that range from low to high grades including fill materials, base aggregates, hot mix aggregates and concrete aggregates. 31 Table of Contents Internal controls Mining operations include risk in estimation of mineral reserves and mineral resources that could be impacted by unforeseen geologic circumstances, changes in regulation or changes in sales and customers.
Sites typically sell base products that range from low to high grades including fill materials, base aggregates, hot mix aggregates and concrete aggregates. Internal controls Mining operations include risk in estimation of mineral reserves and mineral resources that could be impacted by unforeseen geologic circumstances, changes in regulation or changes in sales and customers.
Our leases have terms which range from month-to-month to 50 years with most including an option to renew. The life cycle of mining sand, gravel and hard rock begins with exploration and continues through development and production.
Our leases have terms which range from month-to-month to 50 years with most including an option to renew. 26 Table of Contents The life cycle of mining sand, gravel and hard rock begins with exploration and continues through development and production.
After a sand, gravel and hard rock deposit has been identified through exploration, the mine is developed 29 Table of Contents before production begins.
After a sand, gravel and hard rock deposit has been identified through exploration, the mine is developed before production begins.
As of December 31, 2024, our qualified persons estimated our measured, indicated and inferred resources to be approximately 494.9 million tons. As of December 31, 2024, California and Utah were the only individual states/provinces that comprised more than 10% of our total mining operations.
As of December 31, 2025, our qualified persons estimated our measured, indicated and inferred resources to be approximately 697.7 million tons. As of December 31, 2025, California and Kentucky were the only individual states/provinces that comprised more than 10% of our total mining operations.
The following table presents the number of properties in each respective stage as of December 31, 2024 for all mining properties: State/Province Exploration Development Production California 5 4 22 Utah 1 2 7 All other states/provinces 6 9 47 Total 12 15 76 Mineral Resources The table below presents information on measured, indicated and inferred mineral resources.
The following table presents the number of properties in each respective stage as of December 31, 2025 for all mining properties: State/Province Exploration Development Production California 5 4 25 Kentucky — — 1 All other states/provinces 10 11 60 Total 15 15 86 Mineral Resources The table below presents information on measured, indicated and inferred mineral resources.
Sites typically sell base products that range from low to high grades including fill materials, base aggregates, hot mix aggregates and concrete aggregates. 30 Table of Contents Mineral Reserves Mineral reserves are divided into proven and probable mineral reserves.
Sites typically sell base products that range from low to high grades including fill materials, base aggregates, hot mix aggregates and concrete aggregates. Mineral Reserves Mineral reserves are divided into proven and probable mineral reserves. Proven mineral reserves are the economically mineable part of a measured mineral resource and can only result from the conversion of a measured mineral resource.
The following map shows the approximate locations of our permitted quarry properties as of December 31, 2024: 28 Table of Contents California and Utah are the only states/provinces that individually comprise more than 10% of our total mining operations.
Annual production of aggregates for all mining properties was 22.8 million tons, 18.7 million tons, and 17.5 million tons during the years ended December 31, 2025, 2024 and 2023, respectively. 25 Table of Contents The following map shows the approximate locations of our permitted quarry properties as of December 31, 2025: California and Kentucky are the only states/provinces that individually comprise more than 10% of our total mining operations.
The following table presents information about our mineral resources at December 31, 2024 (tons in millions): Measured Mineral Resources Indicated Mineral Resources Measured + Indicated Mineral Resources Inferred Mineral Resources Amount (tons) Grades / qualities (1) Amount (tons) Grades / qualities (1) Amount (tons) Grades / qualities (1) Amount (tons) Grades / qualities (1) Sand and Gravel: California The Wine Group — — 51.4 Sand and Gravel 51.4 Sand and Gravel — — Aerojet North White Rock 32.0 Sand and Gravel — — 32.0 Sand and Gravel — — Coalinga Section 30 — — 18.0 Sand and Gravel 18.0 Sand and Gravel — — All other California 15.4 Sand and Gravel 1.6 Sand and Gravel 17.0 Sand and Gravel — — Total California 47.4 — 71.0 — 118.4 — — — All other states/provinces 12.6 Sand and Gravel 8.6 Sand and Gravel 21.2 Sand and Gravel 0.7 Sand and Gravel Total 60.0 — 79.6 — 139.6 — 0.7 — Hard Rock: California Euer Ranch 218.1 Hard Rock — — 218.1 Hard Rock — — All other California 9.9 Hard Rock — — 9.9 Hard Rock — — Total California 228.0 — — — 228.0 — — — Utah 9.6 Hard Rock — — 9.6 Hard Rock — — Bamberton Quarry (Canada) 42.4 Hard Rock 2.3 Hard Rock 44.7 Hard Rock 39.3 Hard Rock All other states/provinces — — — — — — 33.0 Hard Rock Total 280.0 — 2.3 — 282.3 — 72.3 — Grand Total 340.0 — 81.9 — 421.9 — 73.0 — (1) The grade of product produced is contingent on market needs.
The Wine Group, Aerojet North White Rock, Coalinga Section 30 and Avenal were the only mines that comprised 10% or more of our combined measured and indicated mineral resources for sand and gravel and the Euer Ranch, Bamberton Quarry and Slats Lucas were the only mines that comprised 10% or more of our combined measured and indicated mineral resources for hard rock. 27 Table of Contents The following table presents information about our mineral resources at December 31, 2025 (tons in millions): Measured Mineral Resources Indicated Mineral Resources Measured + Indicated Mineral Resources Inferred Mineral Resources Amount (tons) Grades / qualities (1) Amount (tons) Grades / qualities (1) Amount (tons) Grades / qualities (1) Amount (tons) Grades / qualities (1) Sand and Gravel: California The Wine Group — — 51.4 Sand and Gravel 51.4 Sand and Gravel — — Aerojet North White Rock 32.0 Sand and Gravel — — 32.0 Sand and Gravel — — Coalinga Section 30 — — 18.0 Sand and Gravel 18.0 Sand and Gravel — — Avenal 16.8 Sand and Gravel — — 16.8 Sand and Gravel — — All other California 15.3 Sand and Gravel 1.6 Sand and Gravel 16.9 Sand and Gravel — — Total California 64.1 Sand and Gravel 71.0 Sand and Gravel 135.1 Sand and Gravel — — All other states/provinces 13.0 Sand and Gravel 11.3 Sand and Gravel 24.3 Sand and Gravel 17.1 Sand and Gravel Total 77.1 Sand and Gravel 82.3 Sand and Gravel 159.4 Sand and Gravel 17.1 Sand and Gravel Hard Rock: California Euer Ranch 218.1 Hard Rock — — 218.1 Hard Rock — — All other California 11.6 Hard Rock — — 11.6 Hard Rock — — Total California 229.7 Hard Rock — — 229.7 Hard Rock — — Slats Lucas (Kentucky) 45.3 Hard Rock — — 45.3 Hard Rock 75.7 Hard Rock Bamberton Quarry (British Columbia) 42.4 Hard Rock 2.3 Hard Rock 44.7 Hard Rock 39.3 Hard Rock All other states/provinces 53.4 Hard Rock — — 53.4 Hard Rock 33.0 Hard Rock Total 370.8 Hard Rock 2.3 Hard Rock 373.1 Hard Rock 148.0 Hard Rock Grand Total 447.9 Hard Rock 84.6 Hard Rock 532.5 Hard Rock 165.1 Hard Rock (1) The grade of product produced is contingent on market needs.
The following tables present information about our quarry properties as of December 31, 2024 (tons in millions): Resources and Reserves for Each Product Type (tons) Percentage of Resources and Reserves Owned and Leased State/Province Number of Properties Sand & Gravel Hard Rock Owned (1) Leased (2) Acreage California 31 505.4 430.2 63 % 37 % 10,352 Utah 10 111.9 36.7 67 % 33 % 1,497 All other states/provinces 62 208.6 259.5 45 % 55 % 17,349 Total 103 825.9 726.4 58 % 42 % 29,198 (1) Owned properties are properties we own or in which we have, or it is probable that we will have, a direct or indirect economic interest.
The following tables present information about our quarry properties as of December 31, 2025 (tons in millions): Resources and Reserves for Each Product Type (tons) Percentage of Resources and Reserves Owned and Leased State/Province Number of Properties Sand & Gravel Hard Rock Owned (1) Leased (2) Acreage California 34 526.4 435.0 61 % 39 % 10,918 Kentucky 1 — 407.3 100 % — % 626 All other states/provinces 81 338.5 373.6 48 % 52 % 20,253 Total 116 864.9 1,215.9 64 % 36 % 31,797 (1) Owned properties are properties we own or in which we have, or it is probable that we will have, a direct or indirect economic interest.
Plant Properties We operate plants at our quarry sites to process aggregates into construction materials. Some of our sites may have more than one crushing, concrete or asphalt processing plant.
Plant Properties We operate plants at our quarry sites and deploy portable processing plants at certain construction projects sites to process aggregates into construction materials. We own aggregate crushing plants, cement concrete batch plants, asphalt rubber plants, and lime slurry plants. We also own and lease asphalt concrete plants.
Removed
Annual production of aggregates for all mining properties was 18.7 million tons, 17.5 million tons, and 16.3 million tons during the years ended December 31, 2024, 2023 and 2022, respectively.
Added
These plants are used by both of our reportable segments and are located primarily within the United States. Other Properties We own and lease office and shop spaces that are used by both of our reportable segments and located primarily within the United States.
Removed
The Wine Group, Aerojet North White Rock and Coalinga Section 30 were the only mines that comprised 10% or more of our combined measured and indicated mineral resources for sand and gravel and the Euer Ranch and Bamberton Quarry were the only mines that comprised 10% or more of our combined measured and indicated mineral resources for hard rock.
Removed
Proven mineral reserves are the economically mineable part of a measured mineral resource and can only result from the conversion of a measured mineral resource.
Removed
As of December 31, 2024, California and Utah were the only individual states/provinces that comprised more than 10% of our total mining operations, Coalinga, Solari and Grantsville were the only mines that comprised 10% or more of our mineral reserves for sand and gravel and Handley Quarry, Lockwood Mustang and Bamberton Quarry were the only mines that comprised 10% or more of our mineral reserves for hard rock.
Removed
The following table presents the number of plants we owned and leased as of the respective dates: December 31, 2024 2023 Aggregate crushing plants 40 35 Asphalt concrete plants(1) 59 59 Cement concrete batch plants 10 6 Asphalt rubber plants 4 4 Lime slurry plants 6 6 (1) Three of our asphalt concrete plants were operated under lease agreements for the years ended December 31, 2024 and 2023.
Removed
These plants are used by both of our reportable segments. Item 3. LEGAL PROCEEDINGS The description of the matters set forth in Note 20 of “Notes to the Consolidated Financial Statements” is incorporated herein by reference.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−0 removed1 unchanged
Biggest changeWe have paid quarterly cash dividends since the second quarter of 1990, and we expect to continue to do so. 32 Table of Contents The following table sets forth information regarding the repurchase of shares of our common stock during the three months ended December 31, 2024: Period Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (2) October 1, 2024 through October 31, 2024 2,946 $ 82.05 — $ 218,187,374 November 1, 2024 through November 30, 2024 66,405 $ 96.69 65,625 $ 211,834,376 December 1, 2024 through December 31, 2024 237,378 $ 95.13 234,175 $ 189,545,664 306,729 $ 95.34 299,800 (1) Includes 2,946, 780 and 3,203 shares purchased during October, November and December, respectively, in connection with employee tax withholding for restricted stock units vested under our equity incentive plans.
Biggest changeThe following table sets forth information regarding the repurchase of shares of our common stock during the three months ended December 31, 2025: Period Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (2) October 1, 2025 through October 31, 2025 105,175 $ 106.09 105,116 $ 172,791,212 November 1, 2025 through November 30, 2025 86,594 $ 102.68 86,356 $ 163,924,075 December 1, 2025 through December 31, 2025 59,470 $ 109.92 57,408 $ 157,621,254 251,239 $ 105.82 248,880 (1) Includes 59, 238 and 2,062 shares purchased during October, November and December, respectively, in connection with employee tax withholding for restricted stock units vested under our equity incentive plans.
The specific timing and amount of any future purchases will vary based on market conditions, securities law limitations and other factors. 33 Table of Contents Performance Graph The following graph compares the cumulative five-year total return provided to Granite Construction Incorporated’s common stockholders relative to the cumulative total returns of the S&P 500 index and the Dow Jones U.S.
The specific timing and amount of any future purchases will vary based on market conditions, securities law limitations and other factors. 30 Table of Contents Performance Graph The following graph compares the cumulative five-year total return provided to Granite Construction Incorporated’s common stockholders relative to the cumulative total returns of the S&P 500 index and the Dow Jones U.S.
Certain of these companies differ from Granite in that they derive more revenue and profit from non-U.S. operations and have customers in different markets. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2019 through December 31, 2024.
Certain of these companies differ from Granite in that they derive more revenue and profit from non-U.S. operations and have customers in different markets. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2020 through December 31, 2025.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Granite Construction Incorporated, the S&P 500 Index and the Dow Jones US Heavy Construction Index * $100 invested on 12/31/19 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Item 6. RESERVED
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Granite Construction Incorporated, the S&P 500 Index and the Dow Jones US Heavy Construction Index * $100 invested on 12/31/20 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Item 6. RESERVED 31 Table of Contents
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock trades on the New York Stock Exchange under the ticker symbol GVA. As of February 7, 2025, 43,434,583 shares of our common stock were outstanding and held by 595 shareholders of record.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock trades on the New York Stock Exchange under the ticker symbol GVA. As of February 6, 2026, 43,503,673 shares of our common stock were outstanding and held by 566 shareholders of record.
Heavy Construction index. The Dow Jones U.S. Heavy Construction index includes the following companies: AECOM, APi Group Corporation, EMCOR Group Inc, MDU Resources Group Inc, MasTec Inc, Quanta Services Inc, Valmont Industries Inc and Willscot Mobile Mini Holdings Corp.
Heavy Construction index. The Dow Jones U.S. Heavy Construction index includes the following companies: AECOM, EMCOR Group Inc, Fluor Corporation, Jacobs Solutions Inc, KBR, Inc, MDU Resources Group Inc, MasTec Inc, and Willscot Mobile Mini Holdings Corp.
Added
We have paid quarterly cash dividends since the second quarter of 1990, and we expect to continue to do so.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

62 edited+36 added−17 removed30 unchanged
Biggest changeGain on Sales of Property and Equipment, net The following table presents the gain on sales of property and equipment, net for the respective periods: Years Ended December 31, 2024 2023 2022 (in thousands) Gain on sales of property and equipment, net $ (8,764) $ (28,346) $ (12,617) Gain on sales of property and equipment, net for the year ended December 31, 2024 decreased by $19.6 million when compared to 2023 primarily due to the sale of a property in Texas in 2023. 39 Table of Contents Other (Income) Expense The following table presents the components of other (income) expense, net for the respective periods: Years Ended December 31, 2024 2023 2022 (in thousands) Loss on debt extinguishment $ 27,552 $ 51,052 $ — Interest income (24,349) (17,538) (6,528) Interest expense 29,188 18,462 12,624 Equity in income of affiliates, net (16,982) (25,748) (13,571) Other (income) expense, net (4,238) (6,020) 1,039 Total other (income) expense, net $ 11,171 $ 20,208 $ (6,436) During 2024, we repurchased approximately $30.2 million in aggregate principal amount of our 2.75% Convertible Notes and incurred a $27.6 million loss on debt extinguishment, which was $23.5 million less than the 2023 extinguishment charge.
Biggest changeOther (Income) Expense The following table presents the components of other (income) expense, net for the respective periods: Years Ended December 31, 2025 2024 2023 (in thousands) Loss on debt extinguishment $ — $ 27,552 $ 51,052 Interest income (26,878) (24,349) (17,538) Interest expense 47,223 29,188 18,462 Equity in income of affiliates, net (14,958) (16,982) (25,748) Other income, net (11,768) (4,238) (6,020) Total other (income) expense, net $ (6,381) $ 11,171 $ 20,208 During 2025, total other (income) expense, net improved $17.6 million primarily due to the $27.6 million loss on debt extinguishment not recurring in the current year.
A default under our Credit Agreement could result in (i) us no longer being entitled to borrow under such facility; (ii) termination of such facility; (iii) the requirement that any letters of credit under such facility be cash collateralized; (iv) acceleration of amounts owed under the Credit Agreement; and/or (v) foreclosure on any collateral securing the obligations under such facility.
A default under our Credit Agreement could result in (i) us no longer being entitled to borrow under such facility; (ii) the termination of such facility; (iii) the requirement that any letters of credit under such facility be cash collateralized; (iv) the acceleration of amounts owed under the Credit Agreement; and/or (v) the foreclosure on any collateral securing the obligations under such facility.
It also provides construction of various complex projects including infrastructure / site development, mining, public safety, tunnel, solar, battery storage and other power-related projects. The Materials segment focuses on production of aggregates, asphalt concrete, liquid asphalt and recycled materials production for internal use in our construction projects and for sale to third parties.
It also provides construction of various complex projects including infrastructure and site development, mining, public safety, tunnel, solar, battery storage and other power-related projects. The Materials segment focuses on production and delivery of aggregates, asphalt concrete, liquid asphalt and recycled materials for internal use in our construction projects and for sale to third parties.
Our Construction segment also operates national businesses within the Tunnel division, the Rail division, the Federal division, which performs civil construction across the continental United States and Guam, the Industrial & Energy division, which primarily focuses on commercial solar construction projects, and the Layne division, which performs water well drilling, rehabilitation services and mineral exploration services.
Our Construction segment also operates national businesses within the Tunnel division and the Federal division, which performs civil construction across the continental United States and Guam, the Industrial & Energy division, which primarily focuses on commercial solar construction projects, and the Layne division, which performs water well drilling, rehabilitation services and mineral exploration services.
As of December 31, 2024, we were in compliance with the covenants in the Credit Agreement. Share Repurchase Program 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”).
As of December 31, 2025, we were in compliance with the covenants in the Credit Agreement. Share Repurchase Program 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”).
Critical Accounting Estimate The financial statements included in “Item 8. Financial Statements and Supplementary Data” have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Critical Accounting Estimates The financial statements included in “Item 8. Financial Statements and Supplementary Data” have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
At the federal level, the continued rollout of 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.
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.
Our failure to comply with these covenants would constitute an event of default under the Credit Agreement. Additionally, the 3.25% Convertible Notes and 3.75% Convertible Notes are governed by the terms and conditions of their respective indentures.
Our failure to comply with these covenants would constitute an event of default under the Credit Agreement. Additionally, the 3.25% Convertible Notes and 3.75% Convertible Notes are governed by the terms 41 Table of Contents and conditions of their respective indentures.
A default under the 3.25% Convertible Notes indenture or the 3.75% Convertible Notes indenture could result in acceleration of the maturity of the notes. The most significant financial covenants under the terms of our Credit Agreement require the maintenance of a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Leverage Ratio.
A default under the 3.25% Convertible Notes indenture or the 3.75% Convertible Notes indenture could result in acceleration of the maturity of the notes. The financial covenants under the terms of the Credit Agreement require the maintenance of a minimum Consolidated Interest Coverage Ratio and a maximum Consolidated Leverage Ratio.
Cost estimates for all of our significant projects use a detailed “bottom up” 35 Table of Contents approach. There are a number of factors that can contribute to changes in estimates of contract cost and profitability.
Cost estimates for all of our significant projects use a detailed “bottom up” approach. There are a number of factors that can contribute to changes in estimates of contract cost and profitability.
Certain government contracts where funding is appropriated on a periodic basis are included in unearned revenue at the time of the award when it is probable the contract value will be funded and executed. 37 Table of Contents Other awards include the general construction portion of construction management/general contractor ("CM/GC") contracts and awarded contracts with unexercised contract options or unissued task orders.
Certain government contracts where funding is appropriated on a periodic basis are included in unearned revenue at the time of the award when it is probable the contract value will be funded and executed. Other awards include the general construction portion of construction management/general contractor (“CM/GC”) contracts and awarded contracts with unexercised contract options or unissued task orders.
Our reportable segments are the same as our operating segments and correspond with how our chief operating decision maker, or decision-making group (our “CODM”), regularly reviews financial information to allocate resources and assess performance. We identified our CODM as our Chief Executive Officer and our Chief Operating Officer. Our reportable segments are: Construction and Materials.
Our reportable segments are the same as our operating segments and correspond with how our chief operating decision maker, or decision-making group (our “CODM”), regularly reviews financial information to allocate resources and assess performance. We previously identified our CODM as our Chief Executive Officer (“CEO”) and our Chief Operating Officer (“COO”).
Modification of these terms may include changes in loan-to-value ratios requiring the real estate venture to repay portions of the debt. Our unconsolidated investments in our foreign affiliates are subject to local bank debt primarily for equipment purchases and working capital. This debt is non-recourse to Granite, but it is recourse to the affiliates.
Modification of these terms may include changes in loan-to-value ratios requiring the real estate venture to repay portions of the debt. Our equity-method investments in our foreign affiliates are subject to local bank debt primarily for equipment purchases. This debt is non-recourse to Granite, but it is recourse to the affiliates.
We may also from time to time issue and sell equity, debt or hybrid securities or engage in other capital markets transactions or sell one or more business units or assets. See Note 14 of the "Notes to the Consolidated Financial Statements" for information on our long-term debt.
We may also from time to time issue and sell equity, debt or hybrid securities or engage in other capital markets transactions or sell one or more business units or assets. See Note 14 of the “Notes to the Consolidated Financial Statements” for information on our debt.
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.
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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Annual Report on Form 10-K filed with the SEC on February 23, 2024. Liquidity and Capital Resources Our primary sources of liquidity are cash and cash equivalents, investments, available borrowing capacity under our credit facility and cash generated from operations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K filed with the SEC on February 14, 2025. Liquidity and Capital Resources Our primary sources of liquidity are cash and cash equivalents, investments, available borrowing capacity under our Credit Agreement and cash generated from operations.
Our investments in real estate ventures are subject to mortgage indebtedness. This indebtedness is non-recourse to Granite but is recourse to the real estate venture. The terms of this indebtedness are typically renegotiated to reflect the evolving nature of the real estate projects as they progress through acquisition, entitlement, development and leasing.
This indebtedness is non-recourse to Granite but is recourse to the real estate venture. The terms of this indebtedness are typically renegotiated to reflect the evolving nature of the real estate projects as they progress through acquisition, entitlement, development and leasing.
During the year ended December 31, 2024, we repurchased 524,800 shares under the 2022 authorization and $189.5 million remained available under the 2022 authorization as of December 31, 2024. The specific timing and amount of any future repurchases will vary based on market conditions, securities law limitations and other factors.
During the year ended December 31, 2025 and 2024, we repurchased 300,200 shares and 524,800 shares, respectively, under the 2022 authorization and $157.6 million remained available under the 2022 authorization as of December 31, 2025. The specific timing and amount of any future repurchases will vary based on market conditions, securities law limitations and other factors.
Of this, approximately $15.0 million, $1.0 million and $0.4 million will be paid in 2025, 2026 and 2027, respectively. There are no material purchase commitments in the periods thereafter.
Of this, approximately $10.0 million and $1.6 million will be paid in 2026 and 2027, respectively. There are no material purchase commitments in the periods thereafter.
The debt associated with our unconsolidated non-construction entities is included in Note 9 of “Notes to the Consolidated Financial Statements.” Covenants and Events of Default Our Credit Agreement requires us to comply with various affirmative, restrictive and financial covenants, including the financial covenants described below.
The debt associated with our equity-method investments is included in Note 9 of “Notes to the Consolidated Financial Statements.” Covenants and Events of Default Our Credit Agreement requires us to comply with various affirmative, restrictive and financial covenants, including the financial covenants described below.
See Note 2 and Note 17 of the "Notes to the Consolidated Financial Statements" for information on our acquisitions and share repurchases, respectively. 40 Table of Contents Our primary contractual obligations are as follows and are further discussed in the referenced “Notes to the Consolidated Financial Statements:” • Asset retirement obligations - see Note 11, Property and Equipment, net • Long-term debt and the associated interest payments – see Note 14, Long-Term Debt • Operating lease and royalty future minimum payments – see Note 15, Leases • Non-Qualified Deferred Compensation Plan obligations – see Note 16, Employee Benefit Plans In addition to the obligations referenced above, as of December 31, 2024 we had $16.4 million of purchase commitments for equipment and other goods and services not directly connected with our construction contracts, which are individually greater than $50,000 and have an expected fulfillment date after December 31, 2024.
Our primary contractual obligations are as follows and are further discussed in the referenced “Notes to the Consolidated Financial Statements:” • Asset retirement obligations - see Note 11, Property and Equipment, net • Debt and the associated interest payments – see Note 14, Debt • Operating lease and royalty future minimum payments – see Note 15, Leases • Non-Qualified Deferred Compensation Plan obligations – see Note 16, Employee Benefit Plans In addition to the obligations referenced above, as of December 31, 2025 we had $11.6 million of purchase commitments for equipment and other goods and services not directly connected with our construction contracts, which are individually greater than $50,000 and have an expected fulfillment date after December 31, 2025.
Cash Flows Years Ended December 31, 2024 2023 2022 (in thousands) Net cash provided by (used in): Operating activities $ 456,343 $ 183,707 $ 55,647 Investing activities $ (228,556) $ (359,290) $ (11,000) Financing activities $ (67,120) $ 299,255 $ (164,311) Operating activities 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.
Cash Flows Years Ended December 31, 2025 2024 2023 (in thousands) Net cash provided by (used in): Operating activities $ 468,916 $ 456,343 $ 183,707 Investing activities $ (993,721) $ (228,556) $ (359,290) Financing activities $ 475,695 $ (67,120) $ 299,255 40 Table of Contents Operating activities 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.
Selling, General and Administrative Expenses The following table presents the components of selling, general and administrative expenses for the respective periods: Years Ended December 31, 2024 2023 2022 (dollars in thousands) Salaries and related expenses $ 171,835 $ 157,239 $ 161,082 Incentive compensation 32,094 29,364 16,424 Stock-based compensation 17,826 9,753 6,361 Other selling, general and administrative expenses 112,407 98,110 88,743 Total selling, general and administrative expenses $ 334,162 $ 294,466 $ 272,610 Percent of revenue 8.3 % 8.4 % 8.3 % 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.
Selling, General and Administrative Expenses The following table presents the components of selling, general and administrative expenses for the respective periods: Years Ended December 31, 2025 2024 2023 (dollars in thousands) Salaries and related expenses $ 212,256 $ 171,835 $ 157,239 Incentive compensation 40,428 32,094 29,364 Stock-based compensation 35,715 17,826 9,753 Other selling, general and administrative expenses 119,162 112,407 98,110 Total selling, general and administrative expenses $ 407,561 $ 334,162 $ 294,466 Percent of revenue 9.2 % 8.3 % 8.4 % 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.
As of December 31, 2024, our cash and cash equivalents consisted of deposits and money market funds held with established national financial institutions and marketable securities consisting primarily of U.S. Government and agency obligations.
As of December 31, 2025, our cash and cash equivalents consisted of deposits and money market funds held with established national financial institutions and marketable securities consisting of commercial paper, corporate notes and bonds, Municipal notes and bonds and U.S. Government and agency obligations.
At December 31, 2024 and 2023, one and six contracts with remaining CAP of $10.0 million or more per project had total forecasted losses with remaining revenue of $64.4 million, or 1.2% of total CAP, and $188.9 million, or 3.4% of total CAP, respectively.
At December 31, 2025 and 2024, one contract with remaining CAP of $10.0 million or more per project had total forecasted losses with remaining revenue of $25.6 million, or 0.4% of total CAP, and $64.4 million, or 1.2% of total CAP, respectively.
Non-controlling partners’ share of CAP as of December 31, 2024 and 2023 was $331.1 million and $243.8 million, respectively.
Non-controlling partners’ share of CAP as of December 31, 2025 and 2024 was $361.4 million and $331.1 million, respectively.
While it is impossible to fully eliminate the impact of these factors, where practicable, we have applied proactive measures 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.
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.
See Note 1 and Note 2 of “Notes to the Consolidated Financial Statements” for further information. Results of Operations Our operations are typically affected more by inclement weather conditions during the first and fourth quarters of our fiscal year which may alter our construction schedules and can create variability in our revenues and profitability.
Results of Operations Our operations are typically affected more by inclement weather conditions during the first and fourth quarters of our fiscal year which may alter our construction schedules and can create variability in our revenues and profitability.
The capped call transactions related to the 3.75% Convertible Notes and 3.25% Convertible Notes were recorded to equity on our consolidated balance sheets based on the cash proceeds.
See Note 8 to “Notes to the Consolidated Financial Statements” for further information. The capped call transactions related to the 3.75% Convertible Notes and 3.25% Convertible Notes were recorded to equity on our consolidated balance sheets based on the cash proceeds. See Note 14 to “Notes to the Consolidated Financial Statements” for further information.
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 3 of "Notes to the Consolidated Financial Statements." Additionally, gross profit from acquired businesses increased by $11.5 million for the year ended December 31, 2024, including $8.1 million of purchase accounting related depreciation and intangible asset amortization.
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 3 of “Notes to the Consolidated Financial Statements.” Additionally, construction gross profit from our recently acquired businesses, Warren Paving and Papich Construction, was $11.8 million for the year ended December 31, 2025, including an immaterial amount of purchase accounting-related charges, such as step-up depreciation and intangible asset amortization.
The increase during 2024 was primarily due to the impact of less negative revisions in estimates related to consolidated construction joint ventures (see Note 3 of “Notes to the Consolidated Financial Statements”). Prior Years Comparison (2023 to 2022) See Item 7.
The increase during 2025 was primarily due to improved profitability on joint venture projects as well as the impact of net increases from revisions in estimates related to consolidated construction joint ventures (see Note 3 of “Notes to the Consolidated Financial Statements”). Prior Years Comparison (2024 to 2023) See Item 7.
The following table presents our cash, cash equivalents and marketable securities, including amounts from our CCJVs, as of the respective dates: December 31, 2024 2023 (in thousands) Cash and cash equivalents excluding CCJVs $ 404,436 $ 297,439 CCJV cash and cash equivalents (1) 173,894 120,224 Total consolidated cash and cash equivalents 578,330 417,663 Short-term marketable securities (2) 7,311 35,863 Total cash, cash equivalents and marketable securities $ 585,641 $ 453,526 (1) The volume and stage of completion of contracts from our CCJVs may cause fluctuations in joint venture cash and cash equivalents between periods.
The following table presents our cash, cash equivalents and marketable securities, including amounts from our CCJVs, as of the respective dates: December 31, 2025 2024 (in thousands) Cash and cash equivalents excluding CCJVs $ 383,636 $ 404,436 CCJV cash and cash equivalents (1) 145,584 173,894 Total consolidated cash and cash equivalents 529,220 578,330 Short-term marketable securities (2) 71,021 7,311 Long-term marketable securities (2) $ 49,534 $ — Total cash, cash equivalents and marketable securities $ 649,775 $ 585,641 (1) The volume and stage of completion of contracts from our CCJVs may cause fluctuations in joint venture cash and cash equivalents between periods.
While each market is unique, we see a strong funding environment at the state and local levels aided by the IIJA.
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.
At December 31, 2024, approximately $3.2 billion of our $5.3 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.
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. Our investments in real estate ventures are subject to mortgage indebtedness.
As of December 31, 2024, the total unused availability under our Credit Agreement was $333.7 million, resulting from $16.3 million in issued and outstanding letters of credit and nothing drawn on the Revolver.
As of December 31, 2025, the $600.0 million Initial Term Loan was outstanding and the total unused availability under our Revolver was $583.2 million, resulting from $16.8 million in issued and outstanding letters of credit and nothing drawn on the Revolver.
We consider revenue recognition a critical accounting estimate. It involves significant management judgment and can significantly affect our reported results of operations. Revenue Recognition Our revenue is primarily derived from construction contracts that can span several quarters or years in our Construction segment and from sales of construction related materials in our Materials segment.
The following are our most critical accounting estimates that involve management judgment and can have significant effects on our reported results of operations. 32 Table of Contents Revenue Recognition Our revenue is primarily derived from construction contracts that can span several quarters or years in our Construction segment and from sales of construction related materials in our Materials segment.
Years Ended December 31, 2024 2023 2022 (in thousands) Total revenue $ 4,007,574 $ 3,509,138 $ 3,301,256 Gross profit $ 572,697 $ 396,399 $ 369,494 Selling, general and administrative expenses $ 334,162 $ 294,466 $ 272,610 Other costs, net (see Note 1 of “Notes to the Consolidated Financial Statements”) $ 39,936 $ 50,217 $ 24,120 Gain on sales of property and equipment, net $ (8,764) $ (28,346) $ (12,617) Operating income $ 207,363 $ 80,062 $ 85,381 Total other (income) expense, net $ 11,171 $ 20,208 $ (6,436) Amount attributable to non-controlling interests $ (14,097) $ 14,012 $ 4,445 Net income attributable to Granite Construction Incorporated $ 126,346 $ 43,599 $ 83,302 Revenue Total Revenue by Segment Years Ended December 31, 2024 2023 2022 (dollars in thousands) Construction $ 3,415,225 85.2 % $ 2,992,254 85.3 % $ 2,803,935 84.9 % Materials 592,349 14.8 516,884 14.7 497,321 15.1 Total $ 4,007,574 100.0 % $ 3,509,138 100.0 % $ 3,301,256 100.0 % Construction Revenue Years Ended December 31, 2024 2023 2022 (dollars in thousands) Public $ 2,531,379 74.1 % $ 2,064,078 69.0 % $ 1,891,338 67.5 % Private 883,846 25.9 928,176 31.0 912,597 32.5 Total $ 3,415,225 100.0 % $ 2,992,254 100.0 % $ 2,803,935 100.0 % Construction revenue in 2024 increased by $423.0 million, or 14.1%, compared to 2023, primarily due to a higher level of CAP to start the year, more favorable weather conditions early in 2024 and increased revenue from acquired businesses of $114.7 million due to the timing of the acquisition of LRC/MSG in 2023 and the acquisition of D&B in 2024.
Years Ended December 31, 2025 2024 2023 (in thousands) Total revenue $ 4,424,379 $ 4,007,574 $ 3,509,138 Gross profit $ 711,216 $ 572,697 $ 396,399 Selling, general and administrative expenses $ 407,561 $ 334,162 $ 294,466 Other costs, net (see Note 1 of “Notes to the Consolidated Financial Statements”) $ 41,416 $ 39,936 $ 50,217 Gain on sales of property and equipment, net $ (20,207) $ (8,764) $ (28,346) Operating income $ 282,446 $ 207,363 $ 80,062 Total other (income) expense, net $ (6,381) $ 11,171 $ 20,208 Amount attributable to non-controlling interests $ (27,348) $ (14,097) $ 14,012 Net income attributable to Granite Construction Incorporated $ 193,003 $ 126,346 $ 43,599 Revenue Total Revenue by Segment Years Ended December 31, 2025 2024 2023 (dollars in thousands) Construction $ 3,654,880 82.6 % $ 3,415,225 85.2 % $ 2,992,254 85.3 % Materials 769,499 17.4 592,349 14.8 516,884 14.7 Total $ 4,424,379 100.0 % $ 4,007,574 100.0 % $ 3,509,138 100.0 % Construction Revenue Years Ended December 31, 2025 2024 2023 (dollars in thousands) Public $ 2,608,430 71.4 % $ 2,531,379 74.1 % $ 2,064,078 69.0 % Private 1,046,450 28.6 883,846 25.9 928,176 31.0 Total $ 3,654,880 100.0 % $ 3,415,225 100.0 % $ 2,992,254 100.0 % Construction revenue in 2025 increased by $239.7 million, or 7.0%, compared to 2024.
Over the last several years, inflation, supply chain and labor constraints have had a significant impact on the global economy including the construction industry in the United States.
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.
Income Taxes The following table presents the provision for income taxes for the respective periods: Years Ended December 31, 2024 2023 2022 (in thousands) Provision for income taxes $ 55,749 $ 30,267 $ 12,960 Effective tax rate 28.4 % 50.6 % 14.1 % Our effective tax rate decreased from 50.6% to 28.4% when compared to 2023 primarily due to a decrease in nondeductible debt extinguishment costs along with a favorable adjustment for non-controlling interest in the current year.
Income Taxes The following table presents the provision for income taxes for the respective periods: Years Ended December 31, 2025 2024 2023 (in thousands) Provision for income taxes $ 68,476 $ 55,749 $ 30,267 Effective tax rate 23.7 % 28.4 % 50.6 % Our effective tax rate decreased from 28.4% to 23.7% when compared to 2024 primarily due to a decrease in nondeductible debt extinguishment costs. 38 Table of Contents Amount Attributable to Non-controlling Interests The following table presents the amount attributable to non-controlling interests in consolidated subsidiaries for the respective periods: Years Ended December 31, 2025 2024 2023 (in thousands) Amount attributable to non-controlling interests $ (27,348) $ (14,097) $ 14,012 The amount attributable to non-controlling interests represents the non-controlling owners’ share of the net (income) loss of our consolidated construction joint ventures.
December 31, 2024 2023 (dollars in thousands) Unearned revenue $ 3,584,378 67.7 % $ 3,596,676 64.9 % Other awards 1,711,689 32.3 1,949,078 35.1 Total $ 5,296,067 100.0 % $ 5,545,754 100.0 % December 31, 2024 2023 (dollars in thousands) Public $ 4,120,821 77.8 % $ 4,368,904 78.8 % Private 1,175,246 22.2 1,176,850 21.2 Total $ 5,296,067 100.0 % $ 5,545,754 100.0 % CAP of $5.3 billion at December 31, 2024 was $0.2 billion, or 5% lower than December 31, 2023 due to higher revenue in 2024 and lower additions to CAP in 2024.
December 31, 2025 2024 (dollars in thousands) Unearned revenue $ 4,123,113 59.2 % $ 3,584,378 67.7 % Other awards 2,846,259 40.8 1,711,689 32.3 Total $ 6,969,372 100.0 % $ 5,296,067 100.0 % December 31, 2025 2024 (dollars in thousands) Public $ 6,058,998 86.9 % $ 4,120,821 77.8 % Private 910,374 13.1 1,175,246 22.2 Total $ 6,969,372 100.0 % $ 5,296,067 100.0 % CAP of $7.0 billion at December 31, 2025 was $1.7 billion, or 32%, higher than December 31, 2024.
Gross Profit The following table presents gross profit by reportable segment for the respective periods: Years Ended December 31, 2024 2023 2022 (dollars in thousands) Construction $ 491,002 $ 325,055 $ 303,881 Percent of segment revenue 14.4 % 10.9 % 10.8 % Materials 81,695 71,344 65,613 Percent of segment revenue 13.8 13.8 13.2 Total gross profit $ 572,697 $ 396,399 $ 369,494 Percent of total revenue 14.3 % 11.3 % 11.2 % Construction gross profit for the year ended December 31, 2024 increased by $165.9 million, or 51.1%, when compared to 2023, primarily due to higher revenue and improved project execution across our project portfolio resulting in net increases from revisions in estimates in the current period compared to net decreases in the prior period.
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. 36 Table of Contents Gross Profit The following table presents gross profit by reportable segment for the respective periods: Years Ended December 31, 2025 2024 2023 (dollars in thousands) Construction $ 574,178 $ 491,002 $ 325,055 Percent of segment revenue 15.7 % 14.4 % 10.9 % Materials 137,038 81,695 71,344 Percent of segment revenue 17.8 13.8 13.8 Total gross profit $ 711,216 $ 572,697 $ 396,399 Percent of total revenue 16.1 % 14.3 % 11.3 % Construction gross profit for the year ended December 31, 2025 increased by $83.2 million, or 16.9%, when compared to 2024, primarily due to higher revenue and improved project execution across our project portfolio.
In evaluating our liquidity position and needs, we also consider cash and cash equivalents held by our consolidated construction joint ventures (“CCJVs”).
In the unlikely event a holder elects to convert, we would use cash on hand or draw on our Revolver as needed. In evaluating our liquidity position and needs, we also consider cash and cash equivalents held by our consolidated construction joint ventures (“CCJVs”).
We currently anticipate 2025 capital expenditures to be between approximately $140 million and $160 million, including approximately $50 million in planned strategic materials investments.
During the year ended December 31, 2025, we had capital expenditures of $138.3 million, compared to $136.4 million during 2024, a increase of $1.9 million. We currently anticipate 2026 capital expenditures to be between approximately $140 million and $160 million, including approximately $50 million in planned strategic materials investments.
See Note 21 of “Notes to the Consolidated Financial Statements” for additional information about our reportable segments. During the first quarter of 2024, we reorganized our operational structure to more closely align with our two reportable segments, Construction and Materials.
See Note 21 of “Notes to the Consolidated Financial Statements” for additional information about our reportable segments.
The remaining increase was due to higher stock-based compensation and incentive compensation due to improved financial performance, as well as higher salaries and related expenses due to increased labor costs.
SG&A expenses for 2025 increased $73.4 million compared to 2024, primarily due to $40.4 million of higher salaries and related expenses due to increased labor costs, as well as $26.2 million of increased incentive and stock-based compensation due to improved financial performance.
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. 34 Table of Contents We have vertically integrated operations across Alaska, Arizona, California, Mississippi, Nevada, Oregon, Tennessee, Utah and Washington in addition to regional civil construction home markets in Illinois, Florida and Texas.
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.
See Note 14 to “Notes to the Consolidated Financial Statements” for further information about our long-term debt transactions and our credit facility.
See Note 2 of “Notes to the Consolidated Financial Statements” for further information about acquisitions.
(2) All marketable securities were classified as held-to-maturity and consisted of U.S. Government and agency obligations as of all periods presented. Granite’s portion of CCJV cash and cash equivalents was $106.0 million and $73.1 million as of December 31, 2024 and 2023, respectively.
(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 December 31, 2025 and U.S. Government and agency obligations as of December 31, 2024.
See Note 14 to “Notes to the Consolidated Financial Statements” for further information. 42 Table of Contents Surety Bonds and Real Estate Mortgages 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.
Surety Bonds and Real Estate Mortgages 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 December 31, 2025, approximately $3.9 billion of our $7.0 billion CAP was bonded.
Materials Revenue Materials revenue in 2024 increased by $75.5 million, or 14.6%, when compared to 2023, driven primarily by increases in revenue from newly acquired businesses of $66.9 million, in addition to higher asphalt and aggregate sales prices. Committed and Awarded Projects CAP consists of two components: (1) unearned revenue and (2) other awards.
This increase was primarily driven by materials revenue from our recently acquired businesses, Warren Paving, Papich Construction and Cinderlite, of $106.4 million during 2025. Additionally, materials revenue increased due to higher sales volumes and prices in both aggregates and asphalt. Committed and Awarded Projects CAP consists of two components: (1) unearned revenue and (2) other awards.
Cash provided by operating activities of $456.3 million during 2024 represents a $272.6 million increase in cash provided by operating activities when compared to 2023.
Investing activities Cash used in investing activities of $993.7 million during 2025 represents a $765.2 million increase in cash used in investing activities when compared to 2024.
Derivatives We recognize derivative instruments as either assets or liabilities in the consolidated balance sheets at fair value using Level 2 inputs. See Note 8 to “Notes to the Consolidated Financial Statements” for further information.
The year over year increase in cash provided by financing activities was slightly offset by an increase in distributions to, net of contributions from, non-controlling partners, of $48.3 million. Derivatives We recognize derivative instruments as either assets or liabilities in the consolidated balance sheets at fair value using Level 2 inputs.
Excluded from the table above is $28.7 million and $34.2 million as of December 31, 2024 and 2023, respectively, of Granite’s portion of unconsolidated construction joint venture cash and cash equivalents. 41 Table of Contents Capital Expenditures 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.
Granite’s portion of CCJV cash and cash equivalents was $90.6 million and $106.0 million as of December 31, 2025 and 2024, respectively. Excluded from the table above is $35.0 million and $28.7 million as of December 31, 2025 and 2024, respectively, of Granite’s portion of unconsolidated construction joint venture cash and cash equivalents.
The change was primarily due to a $159.7 million decrease in cash used related to business acquisitions (see Note 3 of "Notes to the Consolidated Financial Statements"), partially offset by a $24.3 million decrease in proceeds from sales of property and equipment.
The change was primarily due to a $643.2 million increase in cash used related to business acquisitions (see Note 3 of “Notes to the Consolidated Financial Statements”) along with an increase of $140.2 million in cash used in purchases of marketable securities, net of maturities.
The change was primarily attributable to a $132.8 million increase in net income after adjusting for non-cash items and a $121.7 million increase in cash provided by working capital, which includes receivables, net contract assets, inventories, other assets, accounts payable and accrued expenses and other liabilities.
This was partially offset by a $57.4 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 $23.0 million from 2024.
The increased multi-year spending commitment has improved the programming visibility for state and local governments and has driven an increase in project lettings that started in 2023, continued in 2024 and we believe will carry into 2025 and beyond. At state, regional and local levels, voter-approved state and local transportation measures continue to support infrastructure spending.
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 2025. With the IIJA ending in September of 2026, discussions have begun in Congress concerning a replacement bill.
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 year ended December 31, 2024, we had capital expenditures of $136.4 million, compared to $140.4 million during 2023, a decrease of $4.0 million.
Capital Expenditures 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.
Other Costs, net The following table presents other costs, net for the respective periods: Years Ended December 31, 2024 2023 2022 (in thousands) Other costs, net $ 39,936 $ 50,217 $ 24,120 Other costs for the year ended December 31, 2024 decreased by $10.3 million when compared to 2023 primarily due to a $20.0 million litigation charge in the prior year that did not recur in the current year, partially offset by an increase in costs in the current year associated with the defense of a former Company officer in his ongoing civil litigation with the Securities and Exchange Commission.
Of the total increases, SG&A expenses from acquired businesses increased $11.6 million, including $3.3 million of purchase accounting related depreciation and intangible asset amortization. 37 Table of Contents Other Costs, net The following table presents other costs, net for the respective periods: Years Ended December 31, 2025 2024 2023 (in thousands) Other costs, net $ 41,416 $ 39,936 $ 50,217 Other costs, net mainly consist of acquisition and integration costs and legal costs related to the defense of a former Company officer in his civil litigation with the SEC.
Financing activities Cash used in financing activities of $67.1 million during 2024 represents a $366.4 million increase in cash used in financing activities when compared to 2023. The change was primarily due to a $290.3 million decrease in proceeds from debt issuances, net of debt repayments and related charges.
The change was primarily due to a $589.9 million increase in proceeds from debt issuances, net of debt repayments and related charges. See Note 14 to “Notes to the Consolidated Financial Statements” for further information about our debt transactions and our credit facility.
However, Note 3 of “Notes to the Consolidated Financial Statements” presents the impact material revisions in estimates had on the periods covered by this report. Current Economic Environment and Outlook Funding for our public work projects, which account for approximately 80% of our portfolio, is dependent on federal, state, regional and local revenues.
With all other factors remaining constant, a 1.0% change in the projected EBITDA margins would cause a $3.8 million increase or decrease in the value of the mineral reserves. 33 Table of Contents Current Economic Environment and Outlook Funding for our public work projects, which account for approximately 85% of our portfolio, is dependent on federal, state, regional and local revenues.
The most significant additions to CAP during 2024 included $196 million for six highway projects in California, $180 million for a pumping station project in Nevada, $158 million of Federal work in Guam and $114 million for a bridge project in Michigan.
The most significant additions to CAP during 2025 included $494 million for a highway project in Nevada, $350 million for a drainage improvement project in Illinois, $327 million for two federal projects, $232 million for a water infrastructure project in Nevada, and $225 million for a tunnel project in Kentucky, all of which are for customers in the public sector.
Materials gross profit for the year ended December 31, 2024 increased by $10.4 million, or 14.5%, when compared to 2023 and gross profit margin remained consistent at 13.8%. The improvement in gross profit was primarily due to the results of acquired businesses as well as higher revenue.
See Note 2 of “Notes to the Consolidated Financial Statements” for further information about acquisitions. Materials gross profit for the year ended December 31, 2025 increased by $55.3 million, or 67.7%, when compared to 2024 and gross profit margin increased to 17.8%.
Removed
Previously, leaders within our three former operating groups of California, Central and Mountain managed both Construction and Materials operations within each group. This change allows us to better leverage our expertise within each reportable segment with leadership having direct oversight of their respective segment operations.
Added
We have vertically integrated operations across Alaska, Arizona, California, Kentucky, Louisiana, Mississippi, Nevada, Oregon, Tennessee, Utah and Washington in addition to regional civil construction home markets in the Midwest, Florida and Texas.
Removed
As a result of the reorganization, we will no longer disclose financial information by operating group. There were no material impacts to our consolidated financial statements and no changes to our reportable segments.
Added
Following our COO's retirement on July 4, 2025, our CEO assumed sole responsibility as the CODM. Our reportable segments are: Construction and Materials.
Removed
While we actively work to mitigate the impacts of oil price inflation, further price increases may adversely impact us in the future. Our Committed and Awarded Projects (“CAP”) balance continues to be strong at $5.3 billion at the end of the fourth quarter of 2024.
Added
However, Note 3 of “Notes to the Consolidated Financial Statements” presents the impact material revisions in estimates had on the periods covered by this report. Fair Value Measurement – Acquired Mineral Reserves In 2025, we acquired businesses that included aggregates quarries with significant mineral reserves (See Note 2 of “Notes to the Consolidated Financial Statements”).
Removed
Our CAP is supported by a positive public funding environment and resilient private market which we believe will provide further opportunities for continued CAP growth in 2025. Acquisitions On August 9, 2024, we acquired Dickerson & Bowen, Inc. ("D&B"). D&B is an aggregates, asphalt, and highway construction company serving central and southern Mississippi.
Added
We accounted for these transactions in accordance with ASC Topic 805, Business Combinations (“ASC 805”), and the preliminary purchase prices were allocated to assets acquired and liabilities assumed based on their estimated fair values as of the respective acquisition dates.
Removed
On November 30, 2023, we acquired Lehman-Roberts Company and Memphis Stone & Gravel Company (collectively, "LRC/MSG"). LRC/MSG operates strategically located asphalt plants and sand and gravel mines serving the greater Memphis area and northern Mississippi. On April 24, 2023, we acquired Coast Mountain Resources (2020) Ltd. which changed its name to Granite Infrastructure Canada, Ltd.
Added
This determination of fair value requires us to make estimates and use valuation techniques when a market value is not readily available. We estimate the fair value of acquired mineral reserves using discounted cash flow models which involve significant assumptions such as the forecasted revenues, projected earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, and a discount rate.
Removed
("Granite Canada") on May 13, 2024. Granite Canada is a construction aggregate producer based in British Columbia, Canada operating on Malahat First Nation land. 36 Table of Contents The results of operations of these businesses are included in our consolidated financial statements from the dates of acquisition which impacts comparability to the applicable prior periods.
Added
In determining the amount of reserves acquired, evaluations were completed by or under the supervision of qualified person(s) using industry best practices. See “Quarry Properties” under “Item 2. Properties,” for information on our reserves and methodology for estimating aggregate mineral resources and reserves.
Removed
Bidding activity remained robust in 2024, and several significant project awards are expected to be added to CAP during the first half of 2025.
Added
There are inherent uncertainties related to each of the above listed assumptions, and our judgment in applying them. These assumptions and estimates may change significantly in the future and could result in material impairment charges. Such changes could have a material adverse effect on our financial position and results of operations.
Removed
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.
Added
With all other factors remaining constant, a 0.5% decrease in the discount rate would cause a $19.5 million increase in the value of the acquired mineral reserves, while a 0.5% increase in the discount rate would cause a $17.6 million decrease in the value of the acquired mineral reserves.
Removed
Materials gross profit from acquired businesses increased by $7.8 million 38 Table of Contents for the year ended December 31, 2024, including $4.1 million of purchase accounting related depreciation and intangible asset amortization.
Added
It is impossible to fully mitigate the potential impacts of the foregoing macro-economic factors and they may negatively impact us in the future.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+9 added−10 removed0 unchanged
Biggest changeWe may borrow on the Revolver, at our option, at either (a) the SOFR term rate plus a credit adjustment spread plus applicable margin ranging from 1.0% to 2.0%, or (b) a base rate plus an applicable margin ranging from 0.0% to 1.0%.
Biggest changeWe may borrow under the Credit Agreement, at our option, at either (a) term SOFR plus an applicable margin initially and through the delivery of the March 31, 2026 compliance certificate of 1.75% and then ranging from 1.25% to 2.00%, or (b) a base rate plus an applicable margin initially and through the delivery of the March 31, 2026 compliance certificate of 0.75% and then ranging from 0.25% to 1.00%.
Removed
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We maintain an investment portfolio of various holdings, types and maturities. We purchase instruments that meet high credit quality standards, as specified in our investment policy. Our investment policy also limits the amount of credit exposure to any one issue, issuer or type of instrument.
Added
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our primary exposure to market risk relates to unfavorable changes in interest rates on our variable-rate debt. Fluctuations in interest rates impact the interest expense on our variable-rate debt.
Removed
The portfolio and accompanying cash balances are targeted to an average maturity of no more than one year from the date the purchase is settled. On an ongoing basis we monitor credit ratings, financial condition and other factors that could affect the carrying amount of our investment portfolio.
Added
As of December 31, 2025, there was nothing drawn on the Revolver and $600 million outstanding on the Initial Term Loan. Additionally, in September 2025, we entered into two interest rate swap agreements with a combined notional amount of $350 million.
Removed
Marketable securities, consisting of U.S. government and agency obligations, are classified as held-to-maturity and are stated at cost, adjusted for amortization of premiums and discounts to maturity. Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents, marketable securities, and accounts receivable.
Added
See Note 8 of “Notes to the Consolidated Financial Statements.” These interest rate swap agreements, which are effective January 2026, convert the interest rate on $350 million drawn under our Initial Term Loan from a variable rate plus an applicable margin to a fixed rate of 3.218% plus the same applicable margin.
Removed
We maintain our cash and cash equivalents and our marketable securities with several financial institutions. 43 Table of Contents Given the short-term nature of certain investments, the related income is subject to the general level of interest rates in the United States at the time of maturity and reinvestment.
Added
During the term of these interest rate swap agreements, we will be required to make monthly payments to the counterparties when one-month SOFR is below the fixed rate of 3.218% in an amount equal to the difference between the then current one-month SOFR and the fixed rate multiplied by the notional amount and adjusted for the number of days in the month divided by 360, while the counterparties are obligated to make monthly payments to us when one-month SOFR exceeds the fixed rate in an amount equal to the difference between the then current one-month SOFR and the fixed rate multiplied by the notional amount and adjusted for the number of days in the month divided by 360.
Removed
We manage investment interest rate market risk primarily by managing portfolio maturity. Operating in international markets involves exposure to possible volatile movements in currency exchange rates.
Added
We may be exposed to credit risk in the derivative financial instruments we use. Credit risk is the failure of the counterparties to perform under the terms of the derivative financial instruments. If the fair value of a derivative financial instrument is positive, the counterparties will owe us, which creates credit risk for us.
Removed
Our Materials Segment has an insignificant amount of operations in Canada and we also have affiliates that operate in Latin America (see Note 10 of “Notes to the Consolidated Financial Statements” for further information on our affiliates). As of December 31, 2024, we do not have any outstanding foreign currency option contracts.
Added
If the fair value of a derivative financial instrument is negative, we will owe the counterparties and, therefore, do not have credit risk. We seek to minimize the credit risk in derivative financial instruments by entering into transactions with major financial institutions that have high credit ratings.
Removed
If the volume of our international operations increases and foreign currency exchange rates change, the impact to our consolidated statements of operations could be significant and may affect year-to-year comparability of operating results. The impact from foreign currency transactions during 2024, 2023 and 2022 was immaterial.
Added
We have historically presented a quantitative measure of our interest rate risk in a tabular disclosure of our interest sensitive assets and liabilities. Beginning with this report, we have revised our interest rate risk disclosure alternative from the tabular format to a sensitivity analysis, which we believe is a more commonly used and easily understood disclosure alternative.
Removed
The applicable margin is based on our Consolidated Leverage Ratio (as defined in our Credit Agreement), calculated quarterly. As of December 31, 2024, there was nothing drawn on the Revolver. See Note 14 of “Notes to the Consolidated Financial Statements” for further discussion on the 3.25% Convertible Notes, 3.75% Convertible Notes and Credit Agreement.
Added
There was no sensitivity analysis performed for 2024, as we had no outstanding variable rate debt as of December 31, 2024. As of the hedge effectiveness date in January 2026, $250 million of the $600 million outstanding Initial Term Loan will not be covered by the interest rate swap agreements.
Removed
The table below presents principal amounts due by year and related weighted average interest rates for our cash and cash equivalents, held-to-maturity investments and significant debt obligations, excluding debt issuance costs, as of December 31, 2024 (dollars in thousands): 2025 2026 2027 2028 2029 Thereafter Total Assets Cash, cash equivalents, held-to-maturity investments $ 585,641 $ — $ — $ — $ — $ — $ 585,641 Weighted average interest rate 4.34 % — % — % — % — % — % 4.34 % Liabilities Debt 3.75% Convertible Notes $ — $ — $ — $ 373,750 $ — $ — $ 373,750 Coupon rate 3.75 % 3.75 % 3.75 % 3.75 % — % — % 3.75 % 3.25% Convertible Notes $ — $ — $ — $ — $ — $ 373,750 $ 373,750 Coupon rate 3.25 % 3.25 % 3.25 % 3.25 % 3.25 % 3.25 % 3.25 % The estimated fair value of our cash and cash equivalents approximates the principal amounts reflected above based on the generally short maturities of these financial instruments.
Added
If interest rates were to change by 1.0% and our variable rate indebtedness 42 Table of Contents were to remain unchanged, interest expense would increase or decrease by approximately $2.3 million for the next twelve months. See Note 14 of “Notes to the Consolidated Financial Statements” for further discussion on the Credit Agreement.
Removed
The fair value of the 3.75% Convertible Notes was approximately $738.7 million and $475.6 million as of December 31, 2024 and 2023, respectively. The fair value of 3.25% Convertible Notes was approximately $491.6 million as of December 31, 2024. 44 Table of Contents

Other GVA 10-K year-over-year comparisons