Unregistered Sales of Equity Securities. On August 12, 2026, Granite Construction Incorporated (the “Company”) issued 662,383 shares of common stock, par value $0.01 per share, to settle conversions of $273.7 million aggregate principal amount of the Company’s outstanding 3.75% Convertible Senior Notes due 2028 (the “2028 Notes”). The shares were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933 as the transactions involved the e…

Director — George L. Nash, Jr.: Appointment of George L. Nash, Jr. as a director.

Termination of a Material Definitive Agreement. The information set forth under

of this Current Report on Form 8-K is incorporated herein by reference. Forward-Looking Statements Any statements contained in this Current Report on Form 8-K that are not based on historical facts, including statements about the settlement of the Unwind Agreements and the use of proceeds therefrom constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by words such as “expects,” “estima…

Results of Operations and Financial Condition. On July 30, 2026, Granite Construction Incorporated (the “Company”) issued a press release with respect to its earnings for the three and six months ended June 30, 2026, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. The information set forth herein, including the exhibit is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18…

Regulation FD Disclosure. On May 19, 2026 (the “Call Notice Date”), Granite Construction Incorporated (the “Company”) announced that it called the outstanding $273.3 million aggregate principal amount of the Company’s 3.75% Convertible Senior Notes due 2028 (the “2028 Notes”) for redemption on August 10, 2026. Holders of the 2028 Notes may surrender their 2028 Notes for conversion at any time before the close of business on August 6, 2026. The Company elected to settle conversions on or after…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Entry into a Material Definitive Agreement Notes Offering On June 2, 2026, Granite Construction Incorporated (the “Company”) closed its offering of $600.0 million aggregate principal amount of its 6.375% senior notes due 2034 (the “Notes”). The Notes were sold in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”) and to certain non-U.S. persons in transactions outside the United S…

Regulation FD Disclosure. On May 19, 2026 (the “Call Notice Date”), the Company announced that it called the outstanding $273.7 million aggregate principal amount of its 2028 Notes for redemption on August 10, 2026, and elected to settle conversions on or after the Call Notice Date and through the close of business on August 6, 2026 by paying cash up to $2,617.40 per $1,000 principal amount of the 2028 Notes to be converted (which, on an as-converted basis, corresponds to approximately $120.0…

Regulation FD Disclosure. On May 18, 2026, Granite Construction Incorporated (the “Company”) issued a news release announcing that it priced its previously announced offering of $600.0 million in aggregate principal amount of 6.375% senior notes due 2034 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The consummation of the offering of Notes is expected to be completed on June 2, 2026, subject to cust…

Regulation FD Disclosure. On May 18, 2026, Granite Construction Incorporated (the “Company”) issued a news release announcing its intention to offer $600.0 million aggregate principal amount of senior notes due 2034 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Company intends to use the net proceeds from the offering, together with cash on hand and any cash payments received from the financial i…

Results of Operations and Financial Condition. On April 30, 2026, Granite Construction Incorporated (the “Company”) issued a press release with respect to its earnings for the three months ended March 31, 2026, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. The information set forth herein, including the exhibit is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of th…

Entry into a Material Definitive Agreement. Exchange Agreements On February 18, 2026 (the “Exchange Date”), Granite Construction Incorporated (the “Company”) entered into separate and privately negotiated agreements (the “Exchange Agreements”) with a limited number of holders of the Company’s outstanding 3.75% Convertible Senior Notes due 2028 (the “3.75% Convertible Notes”) pursuant to which the Company agreed to exchange $100 million aggregate principal amount of the 3.75% Convertible Notes…

Termination of a Material Definitive Agreement. The information set forth under

Entry into a Material Definitive Agreement. Exchange Agreements On February 18, 2026 (the “Exchange Date”), Granite Construction Incorporated (the “Company”) entered into separate and privately negotiated agreements (the “Exchange Agreements”) with a limited number of holders of the Company’s outstanding 3.75% Convertible Senior Notes due 2028 (the “3.75% Convertible Notes”) pursuant to which the Company agreed to exchange $100 million aggregate principal amount of the 3.75% Convertible Notes…

Unregistered Sales of Equity Securities. The information set forth under

Unregistered Sales of Equity Securities. The information set forth under

Termination of a Material Definitive Agreement. The information set forth under

Results of Operations and Financial Condition. On February 12, 2026, Granite Construction Incorporated (the “Company”) issued a press release with respect to its earnings for the three and twelve months ended December 31, 2025, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. The information set forth herein, including the exhibit is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of…

Results of Operations and Financial Condition. On November 6, 2025, Granite Construction Incorporated (the “Company”) issued a press release with respect to its earnings for the three and nine months ended September 30, 2025, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. The information set forth herein, including the exhibit is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of S…

Director — J. Timothy Romer: The filing discloses the appointment of a new independent director to the board, which is a routine governance event and not a departure of a senior executive.

Results of Operations and Financial Condition. On August 7, 2025, Granite Construction Incorporated (the “Company”) issued a press release with respect to its earnings for the three and six months ended June 30, 2025, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. The information set forth herein, including the exhibit is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 1…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information regarding the A&R Credit Agreement and the A&R Guaranty Agreement set forth under

Entry into a Material Definitive Agreement. Purchase Agreement On August 5, 2025, Granite Construction Incorporated, a Delaware corporation (the “Company”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with LMS of Hattiesburg, L.P., a Mississippi limited partnership (“LMS”), Steven M. Warren, and Melissa W. McGee (collectively, the “Sellers”) and Steven M. Warren, as representative of the Sellers. Pursuant to the Purchase Agreement, the Company purchased all of the out…

Chief Operating Officer — James Radich: The filing discloses the retirement of the COO with a structured severance and consulting arrangement to assist in the transition, indicating an orderly succession rather than a sudden loss.