GVA 10-K & 10-Q changes, risk factors and insider trading

•Many of our contracts have penalties for late completion. In some instances, including many of our fixed price contracts, we guarantee that we will complete a project by a certain date. If we subsequently fail to complete the project as scheduled, we may be held responsible for costs resulting from the delay, generally in the form of contractually agreed-upon liquidated damages. ToIn thesuch extent these events occur,circumstances, the total cost of the project could exceed our original estimateestimate, andwhich wemay couldresult experiencein reduced profits or a loss on that projectproject, and therewhich could behave a material adverse impacteffect toon 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 certain circumstances, we assert affirmative claims to which we believe we are entitled against project owners, engineers, consultants, subcontractors or others involved in a project for additional costs exceeding the contract price or for amounts not included in the original contract price. These types of affirmative claims occur due to matters such as delays or changes from the initial project scope, both of which may result in additional costs. Often, these affirmative claims can be the subject of lengthy arbitration or litigation proceedings, and it is difficult to accurately predict when and on what terms they will be fully resolved. For additional information, see "—“Accounting for our revenuesrevenues, costs and coststhe involvevaluation 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. When these types of events occur, we use working capital to cover cost overruns pending the resolution of the relevant affirmative claims and may incur additional costs when pursuing such potential recoveries. A failure to recover on these types of affirmative claims promptly and fully could have a negative impact on our business, results of operations and financial condition. In addition, while clients and subcontractors may be obligated to indemnify us against certain liabilities, such third parties may refuse or be unable to pay us.

•We use certain commodity products that are subject to significant price fluctuations. We are exposed to various commodity price risks,risks including, but not limitedrelating to, among others, diesel fuel, natural gas, propane, steel, cement and liquid asphalt arising from transactions that are entered into in the normal course of business.asphalt. We use petroleum-based products, such as fuels, lubricants and liquid asphalt, to power or lubricate our equipment, operate our plants, and as a significant ingredient in the asphaltic concrete we manufacture for sale to third parties and use in our asphalt paving construction projects. 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. 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. 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. Our ability to perform work is significantly affected by weather conditions such as precipitation and temperature. Changes in weather conditions can cause delays and otherwise significantly affect our project costs. The impact of weather conditions canhas resultcaused inand may continue to cause variability in our quarterly revenues and profitability, particularly in the first and fourth quarters of the year.

•Public health events, including health epidemics or pandemics or other contagious outbreaks, could negatively impact our business, financial condition and results of operations. Our ability to perform work may be significantly affected by public health events. If a public health epidemic or pandemic or other contagious outbreak, including COVID-19,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.

•Economic factors, including inflation, rising and/or high interest rates and tariffs could have an adverse effect on our business, financial condition and results of operations. Our costs were and may continue to be subject to significant inflationary pressures and may be subject to tariff-related price increases, and we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could have a material adverse effect on our financial position, results of operations, cash flows and liquidity. In addition, increases in or sustained higher interest rates willhave resulted in and may continue to result in higher interest expense related to borrowings under our FourthFifth Amended and Restated Credit Agreement, as amendedAgreement (the “Credit Agreement”), which could have a material adverse effect on our business, results of operations and financial condition.

•As part of our strategy, weWe may make divestitures, and divestitures involve many risks and uncertainties. These risks and uncertainties include:

•In connection with acquisitions or divestitures, we may become subject to 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. 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.expenditures, which could have a negative impact on our business, financial condition and results of operations. In connection with any divestitures, we may incur liabilities for breaches of representations and warranties or failure to comply with operating covenants under any agreement for a divestiture. We may also retain exposure on financial or performance guarantees, contractual, employment, pension and severance obligations or other liabilities of the divested business and potential liabilities that may arise under law because of the disposition or the subsequent failure of an acquiror. As a result, performance by the divested businesses or other conditions outside of our control could have a material adverse effect on our business, financial condition and results of operations. In addition, we may indemnify a counterparty in a divestiture for certain liabilities of the divested business or operations subject to the divestiture transaction. These liabilities, if they materialize, could have a material adverse effect on our business, results of operations and financial condition.

•Failure to maintain safe work sites could result in significant losses. Construction, mining and maintenance sites are potentially dangerous workplaces and often put our employees and others in close proximity with mechanized equipment, moving vehicles, chemical and manufacturing processes, and highly regulated materials. On many sites, we are responsible for safety and, accordingly, must implement safety procedures. 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.litigation, penalties or fines. Our failure to maintain adequate safety standards through our safety programs could result in reduced profitability or the loss of projects or clients, and could have a material adverse impact on our financial position, results of operations, cash flows and liquidity.

•Strikes or work stoppages could have a negative impact on our operations and results. We are party to collective bargaining agreements covering a portion of our craft workforce. AlthoughIf strikesa strike or work stoppagesstoppage haveoccurred, not had a significant impact on our operations or results in the past, such labor actionsit could have a significantmaterial impactadverse effect on our operations and results if they occur in the future.results.

•Government contracts generally have strict regulatory requirements. Approximately 75%70% of our construction-related revenue in 20242025 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. Claims for civil or criminal fraud may be brought for violations of regulations, requirements or statutes. We may also be subject toAdditionally, qui tam litigation brought by private individuals on behalf of the government under the Federal Civil False Claims Act, whichAct could includerequire claims for upus to pay treble damages. Further, if we fail to comply with any of the regulations, requirements or statutes or if we have a substantial number of accumulated Occupational Safety and Health Administration, Mine Safety and Health Administration or other workplace safety violations, our existing government contracts could be terminated and we could be suspended from government contracting or subcontracting, including federally funded projects at the state level. Should one or more of these events occur, it could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

•We are subject to environmental, health and safety and other regulation. As more fully described in “Government Regulations” under “Item 1. 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, permitspermits, including those relating to barging operations, and financial assurances. Noncompliance with such laws, regulations, approvals, permits and financial assurances can result in, among other things, substantial penalties, or termination or suspension of government contracts or our operations as well as civil and criminal liability. 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. We occasionally evaluate various alternatives with respect to our facilities, including possible dispositions or closures. Investigations undertaken in connection with these activities may lead to discoveries of contamination that must be remediated, and closures of facilities may trigger compliance requirements, including reclamation requirements, that may not be applicable to operating facilities. Environmental, health and safety requirements, laws and regulations are becoming increasingly more stringent and there can be no assurance that these requirements, laws or regulations will not change and that compliance with these requirements, laws and regulations will not materially adversely affect our operations in the future. Furthermore, from time to time, we have been involved in remediation activities and we cannot provide assurance that existing or future circumstances or developments with respect to contamination will not require us to make significant remediation or restoration expenditures.

•Increasing restrictions on securing aggregate reserves could negatively affect our future operations and results. Tighter regulations and the finite nature of property containing suitable aggregate reserves are making it increasingly challenging and costly to secure aggregate reserves. AlthoughAny weincreasingly difficult permitting process could have thusa farmaterial beenadverse ableeffect to secure reserves to supporton our business, our financial position, results of operations, cash flows and liquidity may be adversely affected by an increasingly difficult permitting process.liquidity.

•Accounting for our revenuesrevenues, costs and costthe valuation of acquired mineral reserves involves significant estimates. As further described in “Critical Accounting Estimates” under “Item 7. 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"Recognition,” within Note 1 of the "“Notes to the Consolidated Financial Statements,"” accounting for our contract-related revenues and costs, as well as otherthe expensesvaluation of acquired mineral reserves, requires management to make a variety of significant estimates and assumptions. These assumptions and estimates may change significantly in the future and could result in the reversal of previously recognized revenue and profit.profit or cause material impairment charges. Such changes could have a material adverse effect on our financial position and results of operations.

•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. 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. Despite our training and compliance programs, we cannot provide assurance that our internal policies and procedures will always protect us from violation of such anti-corruption laws committed by our affiliated entities or their respective officers, directors, employees and agents. We could also face fines, sanctions and other penalties from authorities in the relevant foreign jurisdictions, including prohibition of participating in or curtailment of business operations in those jurisdictions and the seizure of certain of our assets. Our customers in those jurisdictions could also seek to impose penalties or take other actions adverse to our interest. In addition, we could face other third-party claims by, among others, our stockholders, debt holders or other interest holders or constituents. 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.

•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. 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. 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. 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 futuresuch 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. This could result in: (i) our financial statements being materially misstated; (ii) investors losing confidence in the accuracy and completeness of our financial reports; (iii) the market price of our common stock decreasing; (iv) our liquidity and access to the capital markets being adversely affected; and (v) our inability to maintain compliance with applicable stock exchange listing requirements and debt covenants. 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. 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.

•Artificial intelligence presents risks and challenges that could have a material adverse effect on our business, results of operations and financial condition. As of the date of this filing, weWe 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 detectionassessment tool and (iii) a virtual assistant tool. There is a risk that such AI tools (or AI tools used without Company approval) will be used in a manner that does not adhere to our AI policy and/or may be misused by our employees, vendors, or other third parties engaged by us. This, in turn, could result in the loss of confidential or proprietary information and subject us to competitive or reputational harm, as well as potential regulatory investigations/actions and/or legal liability. Additionally, we may not be able to control –control, and may lack visibility into –into, how third-party AI tools use, or AI features incorporated into third-party products that we use, are developed or maintained, or how such tools use, disclose and/or protect the data we input, even where we have sought contractual protections with respect to these matters. 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. Similarly, given the emerging ethical issues presented by the development and use of AI tools,Additionally, 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. Finally, we may not be successful in, and may lack sufficient resources to pursue, adopting and implementing AI tools to the same extent as our competitors. If we are unable to adopt and implement these tools in a cost-effective, timely manner or at all, it could cause competitive harm and/or have a material adverse effect on our business, results of operations and financial condition.

•Failure to remain in compliance with covenants under our Credit Agreement, service our indebtedness, or fund our other liquidity needs could adversely impact our business. Our failure to comply with any of the restrictive or financial covenants would constitute an event of default under our 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,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. 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 the indenture governing our 3.25% Convertible Notes or the indenture governing our 3.75% Convertible Notes could result in acceleration of the maturity of the notes. 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. 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. Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including our 3.25% Convertible Notes and our 3.75% Convertible Notes and the obligations under our Credit Agreement, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Additionally, borrowings under our Credit Agreement bear interest at a variable rate. As interest rates increase or remain high, our interest expense will also increase or remain high if we continue to borrow or increase our borrowings under the credit facility. Our business may not continue to generate sufficient cash flow from operations in the future to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the financial markets and our financial condition at such time. 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.obligations, which could have a material adverse effect on our business and financial condition.

•The capped call transactions related to our 3.25% Convertible Notes and our 3.75% Convertible Notes may affect the value of our common stock. 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. The capped call transactions are expected generally to reduce the potential dilution to our common stock upon conversion of the 3.25% Convertible Notes and the 3.75% Convertible Notes and/or offset any cash payments we elect or are required to make in excess of the principal amount of converted notes,asnotes, as the case may be. Further,However, ifwhen 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. Additionally, in connection with establishing the capped call transactions, the option counterparties may have entered into various derivative transactions with respect to our common stock. The option counterparties may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions. This activity could cause or hinder an increase or a decrease in the market price of our common stock. The effect, if any, of these transactions and activities on the market price of our common stock will depend in part on market conditions and cannot be ascertained at this time, but these activities could adversely affect the market price of our common stock.

•We are subject to counterparty risk with respect to the capped call transactions. The option counterparties are financial institutions or affiliates of financial institutions, and we are subject to the risk that one or more of such option counterparties may default under the capped call transactions. Our exposure to the credit risk of the option counterparties is not secured by any collateral. 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. If any option counterparty becomes subject to bankruptcy or other insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the capped call transaction with such option counterparty. Our exposure will depend on many factors but, generally, an increase in our exposure will be positively correlated to an increase in our common stock market price and in the volatility of the market price of our common stock. In addition, upon a default by an option counterparty, we may suffer adverse tax consequences and dilution with respect to our common stock. We can provide no assurance as to the financial stability or viability of any option counterparty.

•We may be unable to achieve our sustainability commitments and targets which could result in the loss of investors and customers, a negative impact toon our stock priceprice, and damage to our reputation. We are committed to advancing our sustainability strategy. However, achievement of our sustainability commitments and targets is subject to risks and uncertainties, many of which are outside of our control. These risks and uncertainties include, but are not limited to: our ability to execute our operational strategies and achieve our goals within the currently projected costs and the expected timeframes; the availability and cost of alternative fuels and electric vehicles, availability of renewable energy; unforeseen design, operational and technological difficulties; the outcome of research efforts and future technology developments; compliance with, and changes or additions to, global, national, regional and local regulations, taxes, charges, mandates or requirements relating to greenhouse gas emissions, carbon costs or climate-related goals; labor-related regulations and requirements that restrict or prohibit our ability to impose requirements on third party contractors; adapting products to customer preferences and customer acceptance of sustainable supply chain solutions; and the actions of competitors and competitive pressures.

In addition, new laws, regulations and policies relating to matters such as sustainability,sustainability and climate change,change humanmay capital and diversity, are beingbe developed and formalized in the United States, which maycould entail specific, target-driven frameworks and/or disclosure requirements. Any failure, or perceived failure, by us to comply fully with developing interpretations of such laws and regulations could harm our business, reputation, financial condition and results of operations and require significant time and resources to make the necessary adjustments.

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 Illinois,the Midwest, Florida and Texas. Our Construction segment also operates national businesses within the Tunnel division,division the Rail 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.

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.Officer (“COO”). Following our COO's retirement on July 4, 2025, our CEO assumed sole responsibility as the CODM. Our reportable segments are: Construction and Materials. The Construction segment focuses on construction and rehabilitation of roads, pavement preservation, bridges, rail lines, airports, marine ports, dams, reservoirs, aqueducts, infrastructure and site development for use by the general public and water-related construction for municipal agencies, commercial water suppliers, industrial facilities and energy companies. 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 production for internal use in our construction projects and for sale to third parties. See Note 21 of “Notes to the Consolidated Financial Statements” for additional information about our reportable segments.

Critical Accounting EstimateEstimates

WeThe considerfollowing revenueare recognitionour amost critical accounting estimate.estimates Itthat involves significantinvolve management judgment and can significantlyhave affectsignificant effects on our reported results of operations.

Funding for our public work projects, which account for approximately 80%85% of our portfolio, is dependent on federal, state, regional and local revenues. 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. The increased multi-year spending commitment has improved the programming visibility for state and local governments and has drivendrove an increase in project lettings that started in 2023, and continued through 2025. With the IIJA ending in 2024September andof we2026, believediscussions willhave carrybegun intoin 2025Congress andconcerning beyond.a replacement bill.

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. WhileRecently, itconcerns 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. It is impossible to fully eliminatemitigate the impactpotential impacts of thesethe factors,foregoing macro-economic factors and they may negatively impact us in the future. 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. 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 atwith $5.3$7.0 billion at the end of the fourth quarter of 2024.2025. Our CAP is supported by a positive public funding environment and resilientstrength in the private marketmarkets we serve, which we believe will provide further opportunities for continued CAP growth in 2025.2026.

See Note 1 and Note 2 of “Notes to the Consolidated Financial Statements” for further information.information about the above acquisitions and Note 14 of “Notes to the Consolidated Financial Statements” for further information about the debt transactions.

Materials revenue in 20242025 increased by $75.5$177.2 million, or 14.6%,29.9%, when compared to 2023,2024. This increase was primarily driven primarily by increases inmaterials revenue from newlyour recently acquired businessesbusinesses, Warren Paving, Papich Construction and Cinderlite, of $66.9$106.4 million,million induring addition2025. Additionally, materials revenue increased due to higher asphaltsales volumes and aggregateprices salesin prices.both aggregates and asphalt.

At December 31, 20242025 and 2023,2024, one and six contractscontract with remaining CAP of $10.0 million or more per project had total forecasted losses with remaining revenue of $64.4$25.6 million, or 1.2%0.4% of total CAP, and $188.9$64.4 million, or 3.4%1.2% of total CAP, respectively. 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.

Construction gross profit for the year ended December 31, 20242025 increased by $165.9$83.2 million, or 51.1%,16.9%, when compared to 2023,2024, primarily due to higher revenue and improved project execution across our project portfolioportfolio. resultingWe inalso recognized more net increases from revisions in estimates in the current period compareddue to netclaim decreasessettlements than in the prior period.year. 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 businessesbusinesses, increasedWarren byPaving $11.5and Papich Construction, was $11.8 million for the year ended December 31, 2024,2025, including $8.1an millionimmaterial amount of purchase accountingaccounting-related relatedcharges, such as step-up depreciation and intangible asset amortization. See Note 2 of “Notes to the Consolidated Financial Statements” for further information about acquisitions.

Materials gross profit for the year ended December 31, 20242025 increased by $10.4$55.3 million, or 14.5%,67.7%, when compared to 20232024 and gross profit margin remainedincreased consistentto at 13.8%.17.8%. The improvement in gross profit was primarily duedriven to the results of acquired businesses as well asby higher revenue.volumes Materialsand sales prices in both aggregates and asphalt. The increase was also driven by gross profit from our recently acquired businessesbusinesses, increasedWarren byPaving, $7.8Papich Construction, and Cinderlite, of $14.8 million for the2025, yearwhich endedincluded December 31, 2024, including $4.1$7.2 million of purchase accountingaccounting-related relatedcharges such as step-up depreciation and intangible asset amortization. See Note 2 of “Notes to the Consolidated Financial Statements” for further information about acquisitions.

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. Other SG&A expenses include travel and entertainment, outside services, information technology, depreciation, occupancy, training, office supplies, changes in the fair market value of our Non-Qualifiednon-qualified Deferreddeferred Compensationcompensation plan liability and other miscellaneous expenses. SG&A expenses can vary depending on the volume of projects in process and the number of employees assigned to estimating and bidding activities. As projects are completed or the volume of work slows down, we temporarily redeploy project employees to bid on new projects, moving their salaries and related costs from cost of revenue to selling expenses. SG&A expenses for 20242025 increased $39.7$73.4 million compared to 2023,2024, primarily due to a $17.0$40.4 million increaseof inhigher 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. Of the total increases, SG&A expenses from acquired businesses,businesses increased $11.6 million, including $6.3$3.3 million of purchase accounting related depreciation and intangible asset amortization. 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.

Gain on sales of property and equipment, net for the year ended December 31, 20242025 decreasedincreased by $19.6$11.4 million when compared to 20232024 primarily due to the sale of a property in TexasUtah in 2023.2025.

Our effective tax rate decreased from 50.6%28.4% to 28.4%23.7% when compared to 20232024 primarily due to a decrease in nondeductible debt extinguishment costs along with a favorable adjustment for non-controlling interest in the current year.costs.

The amount attributable to non-controlling interests represents the non-controlling owners’ share of the net (income) loss of our consolidated construction joint ventures. The increase during 20242025 was primarily due to improved profitability on joint venture projects as well as the impact of lessnet negativeincreases from revisions in estimates related to consolidated construction joint ventures (see Note 3 of “Notes to the Consolidated Financial Statements”).

See Item 7. 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 23,14, 2024.2025.

Our primary sources of liquidity are cash and cash equivalents, investments, available borrowing capacity under our creditCredit facilityAgreement and cash generated from operations. 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.

Our material cash requirements include paying the costs and expenses associated with our operations, servicing outstanding indebtedness, making capital expenditures and paying dividends on our capital stock. We may also from time to time prepay or repurchase outstanding indebtedness, repurchase shares of our common stock or acquire assets or businesses that are complementary to our operations. See Note 2 and Note 17 of the "“Notes to the Consolidated Financial Statements"” for information on our recent acquisitions and share repurchases, respectively.

•Long-term debtDebt and the associated interest payments – see Note 14, Long-Term Debt

•Non-Qualified Deferred Compensation Plan obligations – see Note 16, Employee Benefit Plans In addition to the obligations referenced above, as of December 31, 20242025 we had $16.4$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, 2024.2025. Of this, approximately $15.0 million, $1.0$10.0 million and $0.4$1.6 million will be paid in 2025, 2026 and 2027, respectively. There are no material purchase commitments in the periods thereafter.

As of December 31, 2024,2025, our cash and cash equivalents consisted of deposits and money market funds held with established national financial institutions and marketable securities consisting primarilyof ofcommercial paper, corporate notes and bonds, Municipal notes and bonds and U.S. Government and agency obligations.

On August 5, 2025, we entered into the Credit Agreement, which provides for (1) a $600.0 million Revolver, (2) a $600.0 million Initial Term Loan and (3) an additional $75.0 million Delayed Draw Term Loan. On October 3, 2025, we drew the additional $75.0 million Delayed Draw Term Loan, all of which was repaid during 2025. As of December 31, 2024,2025, the $600.0 million Initial Term Loan was outstanding and the total unused availability under our Credit AgreementRevolver was $333.7$583.2 million, resulting from $16.3$16.8 million in issued and outstanding letters of credit and nothing drawn on the Revolver. See Note 14 of “Notes to the Consolidated Financial Statements.”

(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 allDecember periods31, presented.2025 and U.S. Government and agency obligations as of December 31, 2024.

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. During the year ended December 31, 2024,2025, we had capital expenditures of $136.4$138.3 million, compared to $140.4$136.4 million during 2023,2024, a decreaseincrease of $4.0$1.9 million. We currently anticipate 20252026 capital expenditures to be between approximately $140 million and $160 million, including approximately $50 million in planned strategic materials investments.

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. 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. Customers in the private sector can be slower paying than those in the public sector; however, private sector projects generally have higher gross profit as a percentage of revenue. While we typically invoice our customers on a monthly basis, our construction contracts frequently provide for retention that is a specified percentage withheld from each payment by our customers until the contract is completed and the work accepted by the customer.

Cash provided by operating activities of $456.3$468.9 million during 20242025 represents a $272.6$12.6 million increase in cash provided by operating activities when compared to 2023.2024. The change was primarily attributable to a $132.8$93.0 million increase in net income after adjusting for non-cash itemsitems. andThis was partially offset by a $121.7$57.4 million increasedecrease 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 increaseddecreased $18.1$23.0 million from 2023.2024.

Cash used in investing activities of $228.6$993.7 million during 20242025 represents a $130.7$765.2 million decreaseincrease in cash used in investing activities when compared to 2023.2024. The change was primarily due to a $159.7$643.2 million decreaseincrease in cash used related to business acquisitions (see Note 3 of "“Notes to the Consolidated Financial Statements"”), partiallyalong with an increase of $140.2 million in cash used in purchases of marketable securities, net of maturities. This increase was slightly offset by a $24.3$19.0 million decreaseincrease in proceeds from sales of property and equipment.

Cash usedprovided inby financing activities of $67.1$475.7 million during 20242025 represents a $366.4$542.8 million increase in cash usedprovided inby financing activities when compared to 2023.2024. The change was primarily due to a $290.3$589.9 million decreaseincrease 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 long-term debt transactions and our credit facility. The year over year increase in cash usedprovided inby financing activities was alsoslightly dueoffset toby $46.5 millionan increase in repurchasesdistributions to, net of common stock as well as a decrease in contributions fromfrom, non-controlling partners, net of distributions, of $30.7$48.3 million.

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. Modification of these terms may include changes in loan-to-value ratios requiring the real estate venture to repay portions of the debt. Our unconsolidatedequity-method investments in our foreign affiliates are subject to local bank debt primarily for equipment purchases and working capital.purchases. This debt is non-recourse to Granite, but it is recourse to the affiliates. The debt associated with our unconsolidatedequity-method non-construction entitiesinvestments is included in Note 9 of “Notes to the Consolidated Financial Statements.”

Our Credit Agreement requires us to comply with various affirmative, restrictive and financial covenants, including the financial covenants described below. 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 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 3.25% Convertible Notes indenture, the 3.75% Convertible Notes indenture or the Credit Agreement. 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. 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.

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

From time to time, Granite makes certain comments and disclosures in reports and statements, including in this Quarterly Report on Form 10-Q, or statements made by its officers or directors, that are not based on historical facts, including statements regarding future events, occurrences, opportunities, circumstances, strategy, activities, performance, outlook, outcomes, guidance, capital expenditures, committed and awarded projects, resultsresults, the redemption and conversions of our 3.75% Convertible Notes and strategic actions, that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by words such as “future,” “outlook,” “assumes,” “believes,” “expects,” “estimates,” “anticipates,” “intends,” “plans,” “appears,” “may,” “will,” “should,” “could,” “would,” “continue,” and the negatives thereof or other comparable terminology or by the context in which they are made. In addition, other written or oral statements that constitute forward-looking statements have been made and may in the future be made by or on behalf of Granite. These forward-looking statements are based on management's current beliefs, assumptions and estimates. These expectations may or may not be realized. Some of these expectations may be based on beliefs, assumptions or estimates that may prove to be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our business, financial condition, results of operations, cash flows and liquidity. Such risks and uncertainties include, but are not limited to, those more specifically described in our Annual Report under “Item 1A. Risk Factors.” Due to the inherent risks and uncertainties associated with our forward-looking statements, the reader is cautioned not to place undue reliance on them. The reader is also cautioned that the forward-looking statements contained herein speak only as of the date of this Quarterly Report on Form 10-Q and, except as required by law, we undertake no obligation to revise or update any forward-looking statements for any reason.

Our CAP balance continues to be strong with $7.2$7.4 billion at the end of the firstsecond quarter of 2026. Our CAP is supported by a positive public funding environment and strength in the private markets we serve, which we believe will provide further opportunities for continued CAP growth.

The following table presents a financial summary for the three and six months ended MarchJune 31,30, 2026 and 2025:

Total Revenue by Segment

Construction revenue for the three and six months ended MarchJune 31,30, 2026 increased by $151.4$270.1 million and $421.5 million, or 24.6%,28.8% and 27.2%, when compared to 2025. ThisThese increaseincreases waswere primarily driven by higher CAP entering the quarter,quarter and year, along with $43.1$98.4 million and $141.5 million of construction revenue from our recently acquired businesses, Warren Paving andPaving, Papich Construction, and Kenny Seng Construction during the three and six months ended MarchJune 31,30, 2026.2026, respectively.

Materials revenue for the three and six months ended MarchJune 31,30, 2026 increased $61.5$59.9 million and $121.3 million, or 72.4%,31.7% and 44.4%, when compared to 2025. This increase was primarily driven by materials revenue from our recently acquired businesses, Warren Paving, Papich ConstructionConstruction, Cinderlite and Cinderlite,Kenny Seng Construction, which was $50.3$59.9 million and $110.2 million for the three and six months ended MarchJune 31,30, 2026.2026, respectively.

Non-controlling partners’ share of CAP as of June 30, 2026, March 31, 2026 and December 31, 2025 was $308.7 million, $336.9 million and $361.4 million respectively.

At MarchJune 31,30, 2026, one contract with remaining CAP of $10 million or more per project had total forecasted losses with remaining revenue of $17.3$13.0 million, or 0.2%, of total CAP. 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.

Construction gross profit for the three and six months ended MarchJune 31,30, 2026 increased by $16.7$45.0 million and $61.8 million, or 19.6%,29.3% and 25.8%, when compared to 2025 primarily due to higher revenue and improved project execution across our project portfolio. ConstructionFor the six month period, gross profit as a percent of revenuemargin decreased whenyear-over-year compared to the first quarter of the prior year as we recognized a net increase from a revision in estimateprimarily due to a claim settlementreduction in the priorfavorable yearimpact whichof didclaim not recur.settlements.

Materials gross profit for the three months ended MarchJune 31,30, 2026 wasdecreased $7.7$5.4 million,million when compared to a gross loss of $1.6 million for the same period in 2025, reflecting an improvement of $9.3 million.2025. The increaseddecreased gross profit was primarily drivendue byto the impact of severe weather in the southeast and higher volumesproduction andcosts salesassociated priceswith quarry development activities in boththe aggregatescurrent and asphalt.year. The increasedecrease was also driven by gross profit from our recently acquired businesses, Warren Paving, Papich Construction and Cinderlite, of $4.9 million for the three months ended March 31, 2026, which included $4.4 million ofincreased purchase accounting-related charges such as step-up depreciation and intangible asset amortization.amortization Seefrom Noteour 3recently ofacquired “Notes to the Condensed Consolidated Financial Statements” for further information about acquisitions.businesses.

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. Other SG&A expenses include travel and entertainment, outside services, information technology, depreciation, occupancy, training, office supplies, changes in the fair market value of our non-qualified deferred compensation plan liability and other miscellaneous expenses. SG&A expenses can vary depending on the volume of projects in process and the number of employees assigned to estimating and bidding activities. As projects are completed or the volume of work slows down, we temporarily redeploy project employees to bid on new projects, moving their salaries and related costs from cost of revenue to selling expenses. SG&A expenses for the three months ended MarchJune 31,30, 2026 increased $25.0$21.9 million compared to the same period in 2025, primarily due to a $12.5 million increase in stock-based compensation, as well as $7.1$7.8 million of higher salaries and related expenses due to increased labor costs.costs and $8.5 million of increased incentive compensation due to improved financial performance. SG&A expenses for the three months ended June 30, 2026 related to our recently acquired businesses, Warren Paving, Papich ConstructionConstruction, Cinderlite, and Kenny Seng Construction were $8.7 million. SG&A expenses for the six months ended June 30, 2026 increased $46.9 million compared to the same period in 2025, primarily due to $15.1 million of higher salaries and related expenses due to increased labor costs, as well as a $12.4 million increase in stock-based compensation and a $10.1 million increase in incentive compensation, both due to improved financial performance. SG&A expenses for the six months ended June 30, 2026 related to our recently acquired businesses, Warren Paving, Papich Construction, Cinderlite, wasand $4.9Kenny Seng Construction were $13.6 million.

Other costs, net mainly consists of acquisition and integration costs and, in the prior year, legal costs related to the defense of a former Company officer in his civil litigation with the SEC. The decrease of $6.4$7.8 million and $14.2 million for the three and six months ended MarchJune 31,30, 2026 was primarily driven by a reduction in legal costs following the resolution of our former officer's civil litigation in January 2026. ThisThe wasdecreases partiallywere offsetalso driven by increasedlower acquisition and integration costs in the current year. See Note 1 and Note 3 of the “Notes to the Condensed Consolidated Financial Statements” for information on our recent acquisitions.

Other (Income) Expense, net

The following table presents otherOther (income) expense, net for the respective periods:

The following table presents the benefitprovision fromfor income taxes for the respective periods:

Our material cash requirements include paying the costs and expenses associated with our operations, servicing outstanding indebtedness, making capital expenditures and paying dividends on our capital stock. We may also from time to time prepay or repurchase outstanding indebtedness, repurchase shares of our common stock or acquire assets or businesses that are complementary to our operations. During the three months ended June 30, 2026, we issued $600.0 million aggregate principal amount of our 6.375% Senior Notes and called for redemption all of our 3.75% Convertible Notes. See Note 14 of “Notes to the Condensed Consolidated Financial Statements” for information on the 6.375% Senior Notes, exchange transactions related to our 3.75% Convertible Notes, the redemption of our 3.75% Convertible Notes, the Conversion Election and the related accounting treatment and effects of the Conversion Election. See Note 3 of “Notes to the Condensed Consolidated Financial Statements” for information on our recent acquisitions. See Note 14 of “Notes to the Condensed Consolidated Financial Statements” for information on the exchange transactions related to our 3.75% Convertible Notes.

We believe our primary sources of liquidity will be sufficient to meet our expected working capital needs, capital expenditures, financial commitments, including the redemption and conversions of our 3.75% Convertible Notes, cash dividend payments and other liquidity requirements associated with our existing operations for the next twelve months. We also believe our primary sources of liquidity, access to debt and equity capital markets and cash expected to be generated from operations will be sufficient to meet our long-term requirements and plans. However, there can be no assurance that sufficient capital will continue to be available or that it will be available on terms acceptable to us.

As of MarchJune 31,30, 2026, 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.

As of MarchJune 31,30, 2026, the total unused availability under our Revolver was $584.9 million, resulting from $15.1 million in issued and outstanding letters of credit and no amount drawn under the Revolver. As ofDuring the datesecond ofquarter, thiswe report,borrowed and repaid $170.0 million was drawn underon the Revolver, resulting in total unused availability under our Revolver of $414.9 million. See Note 1 and Note 14 of “Notes to the Condensed Consolidated Financial Statements.”Revolver.

As of MarchJune 31,30, 2026, one of the conditions permitting the holders of the 3.25% Convertible Notes to convert wascontinued to be met. Our common stock traded above 130% of the $77.88 conversion price for at least 20 trading days during the period of 30 consecutive trading days ended on MarchJune 31,30, 2026 (the last trading day of the calendar quarter). The holders of the 3.25% Convertible Notes have the right to convert through JuneSeptember 30, 2026, at which point we will re-evaluate whether the 3.25% Convertible Notes will continue to be convertible in the subsequent calendar quarter. In the event the holders of the 3.25% Convertible Notes elect to convert a portion, or all of their 3.25% Convertible Notes, the principal amount is required to be settled in cash. As a result, the $373.8 million principal amount has beenremains classified as a current liability as of MarchJune 31,30, 2026 in the condensedCondensed consolidatedConsolidated balanceBalance sheet.Sheets. Any conversion premium will be satisfied with cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. At current market prices of our common stock, we do not expect holders to elect to convert their notes as the trading price of the notes in the secondary market exceeds the value a holder would receive upon conversion of such notes. In the unlikely event a holder elects to convert, we would use cash on hand or draw on our Revolver as needed.

(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 MarchJune 31,30, 2026 and December 31, 2025.

Granite’s portion of CCJV cash and cash equivalents was $96.1$95.9 million and $90.6 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively. Excluded from the table above is $30.9$31.2 million and $35.0 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively, of Granite’s portion of unconsolidated construction joint venture cash and cash equivalents.

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. During the threesix months ended MarchJune 31,30, 2026, we had capital expenditures of $26.1$55.9 million, compared to $32.2$61.0 million during the threesix months ended MarchJune 31,30, 2025. We currently anticipate 2026 capital expenditures to be between approximately $140.0 million and $160.0 million, including approximately $50.0 million in planned strategic materials investments.

Cash usedprovided inby operating activities of $30.9$141.5 million for the threesix months ended MarchJune 31,30, 2026 represents a $34.5$136.1 million increase in cash usedprovided inby operating activities when compared to the same period of 2025. The change was primarily attributable to aan $69.2$83.4 million decreaseincrease in cash provided by working capital, which includes receivables, net contract assets, inventories, other assets, accounts payable and accrued expenses and other liabilities. PartiallyAdditionally, offsettingnet thisincome wasafter adjusting for non-cash items increased $34.5 million and an increase in distributions from, net of contributions to, unconsolidated construction joint ventures and affiliates of $15.3$18.2 million when compared to the same period of 2025. Additionally, net income after adjusting for non-cash items increased $19.3 million.

Cash providedused byin investing activities of $22.5$114.4 million for the threesix months ended MarchJune 31,30, 2026, compared to cash used in investing activities of $156.3$207.3 million for the same period in 2025, represents aan $178.8$92.8 million increasedecrease in cash providedused byin investing activities. The change was primarily due to $166.6$221.5 million less purchases of marketable securities net of maturitiesmaturities, $25.0 million collection of note receivable and $11.3$7.8 million less purchases of property and equipment, net of sales. This was partially offset by $162.1 million of cash used for the acquisition of Kenny Seng Construction.

Cash usedprovided inby financing activities of $255.1$320.8 million for the threesix months ended MarchJune 31,30, 2026 represents a $208.5$375.3 million increase in cash usedprovided inby financing activities when compared to the same period of 2025. The increase was primarily driven by $288.5$600.0 million from the issuance of our 6.375% Senior Notes, $170.0 million of repurchasesproceeds of a portion of our 3.75% Convertible Notes infrom the current year. The increase was partially offset byRevolver, $56.7 million in proceeds from the partial unwind of the capped call transactions and $25.5 million of decreased net distributions to non-controlling partnerspartners. This was partially offset by $288.5 million of $26.6repayments million.of a portion of our 3.75% Convertible Notes and $170.0 million repayment on the Revolver in the current year.

We recognize derivative instruments as either assets or liabilities in the condensedCondensed consolidatedConsolidated balanceBalance sheetsSheets at fair value using Level 2 or Level 3 inputs. See Note 9 to “Notes to the Condensed 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 condensedCondensed consolidatedConsolidated balanceBalance sheetsSheets based on the cash proceeds. See Note 14 to “Notes to the Condensed Consolidated Financial Statements” for further information.

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 MarchJune 31,30, 2026, approximately $4.6$4.4 billion of our $7.2$7.4 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.

Our Credit Agreement requires us to comply with various affirmative, restrictive and financial covenants, including the financial covenants described below. Our failure to comply with these covenants following any relevant cure periods would constitute an event of default under the Credit Agreement. Additionally,The theindentures governing our 3.25% Convertible Notes, our 3.75% Convertible Notes and our 6.375% Senior Notes also require us to comply with various covenants. Our failure to comply with these covenants following any relevant cure periods would constitute an event of default under the indentures governing our 3.25% Convertible Notes, our 3.75% Convertible Notes are governed by the terms and conditionsour of6.375% theirSenior respectiveNotes. indentures.Additionally, Ourour failure to pay principal, interest or other amounts when due or within the relevant grace period on our 6.375% Senior Notes, 3.25% Convertible Notes, our 3.75% Convertible Notes or our Credit Agreement would constitute an event of default under the 6.375% Senior Notes indenture, the 3.25% Convertible Notes indenture, the 3.75% Convertible Notes indenture or the Credit Agreement. 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. A default under the 6.375% Senior Notes indenture, 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. As of MarchJune 31,30, 2026, we were in compliance with the covenants in the Credit Agreement.Agreement and in the indentures governing our notes.

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”). There were no shares and 200 shares repurchased under the 2022 authorization in the threesix months ended MarchJune 31,30, 2026 and 2025, respectively, and $157.6 million remained available under the 2022 authorization as of MarchJune 31,30, 2026.