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0000861459false00008614592025-11-062025-11-06

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): November 6, 2025
 
GRANITE CONSTRUCTION INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
(State or Other Jurisdiction
of Incorporation)
1-12911
(Commission
File Number)
77-0239383
(IRS Employer
Identification No.)

 
585 West Beach Street
Watsonville, California 95076
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code: (831) 724-1011
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
 
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value GVA New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 





Item 2.02.    Results of Operations and Financial Condition.
On 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 Section 18 of the Securities Exchange Act of 1934, nor shall the information, including the exhibit, be deemed incorporated by reference in any filing of the Company, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.    Financial Statements and Exhibits.
(d)Exhibits. The following exhibits are attached hereto and furnished herewith:
Exhibit Number Description
99.1
104 Cover Page Interactive Data File (formatted as Inline XBRL)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GRANITE CONSTRUCTION INCORPORATED
By: /s/ Staci M. Woolsey
Staci M. Woolsey
Executive Vice President and Chief Financial Officer
Date: November 6, 2025

EX-99.1 2 gva-20250930xexx991.htm EX-99.1 Document

Exhibit 99.1
Granite Reports Third Quarter 2025 Results
•Record Committed and Awarded Projects (“CAP”) (1) increased sequentially $273 million to $6.3 billion
•Q3 revenue increased 12% year-over-year to $1.43 billion
•Q3 net income increased 30% year-over-year to $103 million and adjusted net income (2) increased 36% year-over-year to $124 million
•Q3 diluted EPS increased 26% year-over-year to $1.98 and adjusted diluted EPS (2) increased 32% year-over-year to $2.70
•Q3 adjusted EBITDA (2) increased 44% year-over-year to $216 million
WATSONVILLE, Calif. - Granite (NYSE: GVA) today announced results for the quarter ended September 30, 2025.
Third Quarter 2025 Results
Net income attributable to Granite totaled $103 million, or $1.98 per diluted share, compared to net income attributable to Granite of $79 million, or $1.57 per diluted share, for the same period in the prior year. Adjusted net income attributable to Granite (2) totaled $124 million, or $2.70 per diluted share, compared to adjusted net income attributable to Granite (2) of $91 million, or $2.05 per diluted share, for the same period in the prior year.
•Revenue increased $158 million to $1.43 billion compared to $1.28 billion for the same period in the prior year.
•Gross profit increased $58 million to $261 million compared to $203 million for the same period in the prior year. 
•Selling, general, and administrative (“SG&A”) expenses increased $10 million to $102 million, or 7.1% of revenue, compared to $92 million, or 7.2% of revenue, for the same period in the prior year.
•Adjusted EBITDA (2) increased $67 million to $216 million compared to $149 million for the same period in the prior year.
“Our third quarter results demonstrate solid progress toward our 2027 financial targets,” said Kyle Larkin, Granite President and Chief Executive Officer. “Our CAP reached $6.3 billion, which is a new record, with a number of projects ramping up in the third quarter that should accelerate growth in the fourth quarter and into 2026. Year-over-year gross profit margin gains in both segments were led by exceptional results in the Materials segment. In addition, we continued to execute on our strategy to support and strengthen our existing vertically-integrated home markets with the acquisition of Cinderlite, a business that should bolster our Nevada operations. Robust public and private markets, disciplined project selection and execution, and strategic M&A opportunities position Granite to finish 2025 strong and achieve top- and bottom-line growth in 2026 in line with our financial targets.”

Nine Months Ended September 30, 2025 Results
Net income attributable to Granite totaled $141 million, or $2.83 per diluted share, compared to $85 million, or $1.79 per diluted share, for the same period in the prior year. Adjusted net income attributable to Granite (2) totaled $211 million, or $4.67 per diluted share, compared to $158 million, or $3.56 per diluted share, for the same period in the prior year.
•Revenue increased $229 million to $3.26 billion, compared to $3.03 billion for the same period in the prior year.
•Gross profit increased $121 million to $543 million, compared to $422 million for the same period in the prior year. 
•SG&A expenses increased $53 million to $303 million, or 9.3% of revenue, compared to $250 million, or 8.2% of revenue, for the same period in the prior year. The increase in SG&A expenses was primarily due to higher salaries and related costs and an increase in stock-based compensation expenses.
•Adjusted EBITDA (2) increased $103 million to $396 million compared to $293 million for the same period in the prior year.
•Year-to-date operating cash flow was $290 million and positions us to outperform our target of 9% operating cash flow as a percent of revenue for the year.
(1)CAP is comprised of revenue we expect to record in the future on executed contracts, including 100% of our consolidated joint venture contracts and our proportionate share of unconsolidated joint venture contracts, as well as the general construction portion of construction manager/general contractor, construction manager/at risk and progressive design build contracts to the extent contract execution and funding is probable.
(2)Adjusted net income, adjusted diluted earnings per share, earnings before interest, taxes, depreciation, and amortization (“EBITDA”), EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin are non-GAAP measures. Please refer to the description and reconciliation of non-GAAP measures in the attached tables.



Three and Nine Months ended September 30, 2025 (Unaudited - dollars in thousands)
Construction Segment
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 Change 2025 2024 Change
Revenue $ 1,162,513  $ 1,080,705  $ 81,808  7.6  % $ 2,714,557  $ 2,593,872  $ 120,685  4.7  %
Gross profit $ 192,346  $ 170,685  $ 21,661  12.7  % $ 431,450  $ 362,885  $ 68,565  18.9  %
Gross profit as a percent of revenue 16.5  % 15.8  % 15.9  % 14.0  %
Revenue increased year-over-year, driven primarily by $53 million from our recently acquired businesses, Warren Paving and Papich Construction, and higher CAP entering the quarter. Gross profit increased year-over-year as a result of the increase in revenue and improved project execution across our higher quality project portfolio. Additionally, Papich Construction and Warren Paving contributed $7 million of gross profit during the quarter, which included $1 million of purchase accounting-related charges such as step-up depreciation and intangible asset amortization.

CAP increased $273 million sequentially to $6.3 billion, an increase of $718 million year-over-year. The bidding pipeline continues to be robust across the company in both public and private markets and there are ample opportunities to build CAP to drive organic growth in line with our 2027 financial targets.

Materials Segment
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 Change 2025 2024 Change
Revenue $ 270,985  $ 194,805  $ 76,180  39.1  % $ 544,452  $ 436,399  $ 108,053  24.8  %
Gross profit $ 68,202  $ 32,264  $ 35,938  111.4  % $ 112,046  $ 59,060  $ 52,986  89.7  %
Gross profit as a percent of revenue 25.2  % 16.6  % 20.6  % 13.5  %
Cash gross profit(1) $ 85,987  $ 43,202  $ 42,785  99.0  % $ 155,465  $ 89,718  $ 65,747  73.3  %
Cash gross profit as a % of revenue(1) 31.7  % 22.2  % 28.6  % 20.6  %
(1)Materials segment cash gross profit and cash gross profit as a percent of revenue are non-GAAP measures. Please refer to the description and reconciliation of non-GAAP measures in the attached tables.
Revenue, gross profit and cash gross profit improved year-over-year primarily driven by higher sales volumes and prices in both aggregates and asphalt. Additionally, materials revenue from our recently acquired businesses, Warren Paving and Papich Construction, was $46 million for both the three and nine months ended September 30, 2025, and gross profit was $10 million, including $2 million of purchase accounting-related charges such as step-up depreciation and intangible asset amortization, for the same periods.



Outlook
We are updating our 2025 fiscal year guidance as noted below:
•Revenue narrowed to a range of $4.35 billion to $4.45 billion from a range of $4.35 billion to $4.55 billion
•Adjusted EBITDA margin increased to a range of 11.50% to 12.50% from a range of 11.25% to 12.25%
•SG&A expense unchanged at approximately 9.0% of revenue, inclusive of an estimated $40 million of stock-based compensation expense
•Effective tax rate for adjusted net income unchanged in the Mid-20s
•Capital expenditures expected to total approximately $130 million, or approximately 3% of revenue
We do not provide a reconciliation of forward-looking adjusted EBITDA margin or the most directly comparable forward-looking GAAP measure of net income attributable to Granite because we cannot predict with a reasonable degree of certainty and without unreasonable efforts certain components or excluded items that are inherently uncertain and depend on various factors. For these reasons, we are unable to assess the potential significance of the unavailable information.

“In the third quarter, we saw an increase in materials orders and we continued to expand our high quality project portfolio. We expect a busy fourth quarter and continuation into 2026. Some anticipated project start ups shifted later into the second half of 2025, prompting a revision to our revenue range for 2025. Importantly, with our strong performance in both segments, we are increasing our full year adjusted EBITDA margin range,” stated Staci Woolsey, Granite Executive Vice President and Chief Financial Officer.



Conference Call
Granite will conduct a conference call today, November 6, 2025, at 8:00 a.m. Pacific Time/11:00 a.m. Eastern Time to discuss the results of the quarter ended September 30, 2025. The Company invites investors to listen to a live audio webcast of the investor conference call on its Investor Relations website, https://investor.graniteconstruction.com. The investor conference call will also be available by calling 1-877-328-5503; international callers may dial 1-412-317-5472. An archive of the webcast will be available on Granite's Investor Relations website approximately one hour after the call. A replay will be available after the live call through November 13, 2025, by calling 1-855-669-9658, replay access code 5808113; international callers may dial 1-412-317-0088.
About Granite
Granite is America’s Infrastructure Company™. Incorporated since 1922, Granite (NYSE:GVA) is one of the largest diversified vertically-integrated civil contractors and construction materials producers in the United States. Granite’s Code of Conduct and strong Core Values guide the Company and its employees to uphold the highest ethical standards. Granite is an industry leader in safety and an award-winning firm in quality and sustainability. For more information, visit graniteconstruction.com, and connect with Granite on LinkedIn, Twitter, Facebook and Instagram.




Forward-looking Statements
Any statements contained in this news release that are not based on historical facts, including statements regarding future events, occurrences, opportunities, circumstances, activities, performance, growth, demand, strategic plans, shareholder value, outcomes, outlook, 2025 fiscal year guidance for revenue, adjusted EBITDA margin, SG&A expense, stock-based compensation expense, effective tax rate, and capital expenditures, that our growth should accelerate in the fourth quarter and into 2026, that Cinderlite should bolster our Nevada operations, robust public and private markets, disciplined project selection and execution and strategic M&A opportunities position Granite to finish 2025 strong and achieve top- and bottom-line growth in 2026 in line with our financial targets, we are positioned to outperform our target of 9% operating cash flow as a percent of revenue for the year, there are ample opportunities to build CAP to drive organic growth in line with our 2027 financial targets, that we expect a busy fourth quarter and continuation into 2026, CAP and results constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by words such as “future,” “outlook,” “assumes,” “believes,” “expects,” “estimates,” “anticipates,” “intends,” “plans,” “appears,” “may,” “will,” “should,” “could,” “would,” “continue,” "guidance" and the negatives thereof or other comparable terminology or by the context in which they are made. These forward-looking statements are based on management’s current beliefs, assumptions and estimates. 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 described in greater detail in our filings with the Securities and Exchange Commission, particularly those described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Due to the inherent risks and uncertainties associated with our forward-looking statements, the reader is cautioned not to place undue reliance on them. The reader is also cautioned that the forward-looking statements contained herein speak only as of the date of this news release and, except as required by law; we undertake no obligation to revise or update any forward-looking statements for any reason.



GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited - in thousands, except share and per share data)
September 30, 2025 December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents $ 441,804  $ 578,330 
Short-term marketable securities 105,437  7,311 
Receivables, net 836,149  511,742 
Contract assets 261,263  328,353 
Inventories 145,239  108,175 
Equity in construction joint ventures 154,152  140,928 
Other current assets 36,023  41,824 
Total current assets 1,980,067  1,716,663 
Property and equipment, net 1,199,605  716,184 
Long-term marketable securities 69,303  — 
Investments in affiliates 94,643  94,031 
Goodwill 391,660  214,465 
Intangible assets, net 181,040  127,886 
Right of use assets 152,406  89,791 
Other noncurrent assets 76,596  66,635 
Total assets $ 4,145,320  $ 3,025,655 
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt $ 371,990  $ 1,109 
Accounts payable 527,625  407,223 
Contract liabilities 327,237  299,671 
Accrued expenses and other current liabilities 407,425  323,956 
Total current liabilities 1,634,277  1,031,959 
Long-term debt 966,346  737,939 
Long-term lease liabilities 125,915  73,638 
Deferred income taxes, net 118,158  13,874 
Other long-term liabilities 95,643  88,882 
Commitments and contingencies
Equity:
Preferred stock, $0.01 par value, authorized 3,000,000 shares, none outstanding
—  — 
Common stock, $0.01 par value, authorized 150,000,000 shares; issued and outstanding: 43,736,765 shares as of September 30, 2025 and 43,424,646 shares as of December 31, 2024
437  434 
Additional paid-in capital 426,143  410,739 
Accumulated other comprehensive income (loss) 868  (582)
Retained earnings 728,332  604,635 
Total Granite Construction Incorporated shareholders’ equity 1,155,780  1,015,226 
Non-controlling interests 49,201  64,137 
Total equity 1,204,981  1,079,363 
Total liabilities and equity $ 4,145,320  $ 3,025,655 



GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - in thousands, except per share data)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Revenue $ 1,433,498  $ 1,275,510  $ 3,259,009  $ 3,030,271 
Cost of revenue 1,172,950  1,072,561  2,715,513  2,608,326 
Gross profit 260,548  202,949  543,496  421,945 
Selling, general and administrative expenses 101,645  91,650  303,443  249,695 
Other costs, net 16,019  8,543  38,698  29,778 
Gain on sales of property and equipment, net (767) (1,542) (6,110) (4,347)
Operating income 143,651  104,298  207,465  146,819 
Other (income) expense:
(Gain) loss on debt extinguishment —  (272) —  27,552 
Interest income (5,986) (7,513) (18,015) (17,815)
Interest expense 13,367  7,905  29,051  21,325 
Equity in income of affiliates, net (4,946) (4,394) (9,738) (12,921)
Other income, net (6,309) (874) (8,834) (1,350)
Total other (income) expense, net (3,874) (5,148) (7,536) 16,791 
Income before income taxes 147,525  109,446  215,001  130,028 
Provision for income taxes 38,128  25,469  53,586  36,636 
Net income 109,397  83,977  161,415  93,392 
Amount attributable to non-controlling interests (6,468) (5,026) (20,442) (8,529)
Net income attributable to Granite Construction Incorporated $ 102,929  $ 78,951  $ 140,973  $ 84,863 
Net income per share attributable to common shareholders:
Basic $ 2.35  $ 1.81  $ 3.23  $ 1.93 
Diluted $ 1.98  $ 1.57  $ 2.83  $ 1.79 
Weighted average shares outstanding:
Basic 43,783  43,696  43,665  43,914 
Diluted 53,556  52,366  52,968  52,585 




GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
Nine Months Ended September 30, 2025 2024
Operating activities:
Net income $ 161,415  $ 93,392 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization 113,615  92,283 
Amortization related to long-term debt 3,347  3,400 
Non-cash loss on debt extinguishment —  27,552 
Gain on sales of property and equipment, net (6,110) (4,347)
Stock-based compensation 36,845  17,325 
Equity in net (income) loss from unconsolidated construction joint ventures (5,401) 651 
Net income from affiliates (9,738) (12,921)
Other non-cash adjustments 233  (165)
Changes in assets and liabilities (4,594) 66,379 
Net cash provided by operating activities $ 289,612  $ 283,549 
Investing activities:
Purchases of marketable securities (238,371) (6,977)
Maturities of marketable securities 70,415  31,500 
Purchases of property and equipment (87,730) (108,167)
Proceeds from sales of property and equipment 10,921  6,739 
Acquisitions of businesses, net of cash acquired (705,278) (122,448)
Cash paid for purchase price adjustments on business acquisition —  (13,183)
Other investing activities 2,250  1,429 
Net cash used in investing activities $ (947,793) $ (211,107)
Financing activities:
Proceeds from long-term debt 610,000  — 
Proceeds from issuance of convertible notes —  373,750 
Debt principal repayments (10,831) (310,226)
Capped call transactions —  (46,046)
Redemption of warrants —  (497)
Debt issuance costs (2,558) (10,053)
Cash dividends paid (17,030) (17,131)
Repurchases of common stock (21,600) (21,384)
Contributions from non-controlling partners 3,345  20,500 
Distributions to non-controlling partners (39,625) (18,072)
Other financing activities, net (46) 1,340 
Net cash provided by (used in) financing activities $ 521,655  $ (27,819)
Net increase (decrease) in cash and cash equivalents (136,526) 44,623 
Cash and cash equivalents at beginning of period 578,330  417,663 
Cash and cash equivalents at end of period $ 441,804  $ 462,286 



Non-GAAP Financial Information
The tables below contain financial information calculated other than in accordance with U.S. generally accepted accounting principles (“GAAP”). Specifically, management believes that non-GAAP financial measures such as EBITDA and EBITDA margin are useful in evaluating operating performance and are regularly used by securities analysts, institutional investors and other interested parties, and that such supplemental measures facilitate comparisons between companies that have different capital and financing structures and/or tax rates. We are also providing adjusted EBITDA and adjusted EBITDA margin, non-GAAP measures, to indicate the impact of stock-based compensation expense, (gain) loss on debt extinguishment in 2024 and other costs, net, which include legal fees for the defense of a former company officer in his ongoing civil litigation with the Securities and Exchange Commission, reorganization costs, strategic acquisition and integration expenses and, in 2024, non-cash impairment charges.
We provide adjusted income before income taxes, adjusted provision for income taxes, adjusted net income attributable to Granite, adjusted diluted weighted average shares of common stock and adjusted diluted earnings per share attributable to common shareholders, non-GAAP measures, to indicate the impact of the following:
•Other costs, net as described above;
•Acquired intangible asset amortization and acquisition-related depreciation;
•Stock-based compensation expense; and
•(Gain) loss on debt extinguishment.
We also provide materials segment cash gross profit and materials segment cash gross profit by product line and the related margins to exclude the impact of the segment’s and product line’s depreciation, depletion and amortization from the segment’s and product line’s gross profit. To better illustrate the operational performance generated by the assets of the materials segment, and its product lines, our calculation adds back all depreciation, depletion and amortization to the materials segment and its product lines and does not eliminate any in consolidation. In addition, we exclude barge delivery revenue from our calculation of average selling price per ton to improve comparability with prior periods. The acquisition of Warren Paving introduced barge delivery revenue starting in the third quarter of 2025. Management believes that non-GAAP financial measures such as materials segment cash gross profit and materials segment cash gross profit by product line and the related margins, and average selling price per ton are useful in evaluating operating performance and are regularly used by securities analysts, institutional investors and other interested parties, and that such supplemental measures facilitate comparisons to prior periods and between companies that have different capital and financing structures.
Management believes that these additional non-GAAP financial measures facilitate comparisons between industry peer companies, and management uses these non-GAAP financial measures in evaluating performance. However, the reader is cautioned that any non-GAAP financial measures provided by us are provided in addition to, and not as alternatives for, our reported results prepared in accordance with GAAP. Items that may have a significant impact on our financial position, results of operations and cash flows must be considered when assessing our actual financial condition and performance regardless of whether these items are included in non-GAAP financial measures. The methods used by us to calculate non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures provided by us may not be comparable to similar measures provided by other companies.




GRANITE CONSTRUCTION INCORPORATED
EBITDA AND ADJUSTED EBITDA(1)
(Unaudited - dollars in thousands)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
EBITDA:
Net income attributable to Granite Construction Incorporated $ 102,929  $ 78,951  $ 140,973  $ 84,863 
Net income margin(2) 7.2  % 6.2  % 4.3  % 2.8  %
Depreciation, depletion and amortization expense(3) 48,901  33,956  114,931  93,532 
Provision for income taxes 38,128  25,469  53,586  36,636 
Interest expense, net 7,381  392  11,036  3,510 
EBITDA(1) $ 197,339  $ 138,768  $ 320,526  $ 218,541 
EBITDA margin(1)(2) 13.8  % 10.9  % 9.8  % 7.2  %
ADJUSTED EBITDA:
Other costs, net 16,019  8,543  38,698  29,778 
Stock-based compensation 2,214  2,241  36,845  17,325 
(Gain) loss on debt extinguishment —  (272) —  27,552 
Adjusted EBITDA(1) $ 215,572  $ 149,280  $ 396,069  $ 293,196 
Adjusted EBITDA margin(1)(2) 15.0  % 11.7  % 12.2  % 9.7  %
(1)We define EBITDA as GAAP net income attributable to Granite Construction Incorporated, adjusted for net interest expense, taxes, depreciation, depletion and amortization. Adjusted EBITDA and adjusted EBITDA margin exclude the impact of other costs, net, stock-based compensation and (gain) loss on debt extinguishment as described above.
(2)Represents net income, EBITDA and adjusted EBITDA divided by consolidated revenue of $1.43 billion and $1.28 billion for the three months ended September 30, 2025 and 2024, respectively, and $3.26 billion and $3.03 billion for the nine months ended September 30, 2025 and 2024, respectively. 
(3)Amount includes the sum of depreciation, depletion and amortization which are classified as cost of revenue and selling, general and administrative expenses in the condensed consolidated statements of operations.




GRANITE CONSTRUCTION INCORPORATED 
ADJUSTED NET INCOME RECONCILIATION
(Unaudited - in thousands, except per share data)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2025 2024 2025 2024
Income before income taxes $ 147,525  $ 109,446  $ 215,001  $ 130,028 
Other costs, net 16,019  8,543  38,698  29,778 
Acquired intangible asset amortization and acquisition-related depreciation
7,617  5,546  15,596  15,378 
Stock-based compensation 2,214  2,241  36,845  17,325 
(Gain) loss on debt extinguishment —  (272) —  27,552 
Adjusted income before income taxes $ 173,375  $ 125,504  $ 306,140  $ 220,061 
Provision for income taxes $ 38,128  $ 25,469  $ 53,586  $ 36,636 
Tax effect of adjusting items(1) 4,310  4,474  21,121  16,593 
Adjusted provision for income taxes $ 42,438  $ 29,943  $ 74,707  $ 53,229 
Net income attributable to Granite Construction Incorporated $ 102,929  $ 78,951  $ 140,973  $ 84,863 
After-tax adjusting items 21,540  11,584  70,018  73,440 
Adjusted net income attributable to Granite Construction Incorporated $ 124,469  $ 90,535  $ 210,991  $ 158,303 
Diluted weighted average shares of common stock 53,556  52,366  52,968  52,585 
Less: dilutive effect of Convertible Notes(2) (7,457) (8,103) (7,827) (8,103)
Adjusted diluted weighted average shares of common stock 46,099  44,263  45,141  44,482 
Diluted net income per share attributable to common shareholders $ 1.98  $ 1.57  $ 2.83  $ 1.79 
After-tax adjusting items per share attributable to common shareholders 0.72  0.48  1.84  1.77 
Adjusted diluted earnings per share attributable to common shareholders $ 2.70  $ 2.05  $ 4.67  $ 3.56 
(1)The tax effect of adjusting items was calculated using our estimated annual statutory tax rate. The tax effect of adjusting items for the three and nine months ended September 30, 2025 excludes $9 million of acquisition costs in Other costs, net that were non-tax deductible and the nine months ended September 30, 2024 excludes $26 million of loss on debt extinguishment as it was almost entirely non-tax deductible.
(2)When calculating diluted net income attributable to common shareholders, GAAP requires that we include potential share dilution from the convertible notes when not antidilutive. We entered into capped call transactions relating to both the 3.75% and 3.25% convertible notes to offset the dilutive impact of the convertible notes. The impact of the capped call transactions was excluded from the GAAP diluted net income attributable to common shareholders calculation as the impact would be antidilutive. For the purpose of calculating our adjusted diluted net income per share attributable to common shareholders, the dilutive effect of the convertible notes is removed to reflect the impact of the capped call transactions.



GRANITE CONSTRUCTION INCORPORATED 
MATERIALS SEGMENT PRODUCT LINE INFORMATION
(Unaudited - in thousands, except selling price data)
Materials Product Line(1) Total Materials Segment
Three Months Ended September 30, 2025 Aggregate Asphalt Other and Eliminations(2)
External revenue $ 100,849  $ 169,290  $ 846  $ 270,985 
Internal revenue(3) 83,016  99,928  (182,944) — 
Total Revenue $ 183,865  $ 269,218  $ (182,098) $ 270,985 
Sales tons 8,041  3,205 
Average selling price per ton(4) $ 20.54  $ 84.00 
Gross profit $ 39,060  $ 60,297  $ (31,155) $ 68,202 
Gross profit as a % of revenue 21.2  % 22.4  % NM 25.2  %
Depreciation, depletion and amortization 12,873  4,763  149  17,785 
Cash gross profit $ 51,933  $ 65,060  $ (31,006) $ 85,987 
Cash gross profit as a % of revenue 28.2  % 24.2  % NM 31.7  %
Materials Product Line(1) Total Materials Segment
Three Months Ended September 30, 2024 Aggregate Asphalt Other and Eliminations(2)
External revenue $ 57,086  $ 137,658  $ 61  $ 194,805 
Internal revenue(3) 47,090  82,672  (129,762) — 
Total Revenue $ 104,176  $ 220,330  $ (129,701) $ 194,805 
Sales tons 6,366  2,801 
Average selling price per ton(4) $ 16.36  $ 78.66 
Gross profit $ 19,507  $ 38,628  $ (25,871) $ 32,264 
Gross profit as a % of revenue 18.7  % 17.5  % NM 16.6  %
Depreciation, depletion and amortization 7,223  3,643  72  10,938 
Cash gross profit $ 26,730  $ 42,271  $ (25,799) $ 43,202 
Cash gross profit as a % of revenue 25.7  % 19.2  % NM 22.2  %
NM - not meaningful
(1)The Aggregate product line includes aggregates, barge delivery and recycled materials. The Asphalt product line includes asphalt concrete and liquid asphalt. External revenue includes freight and delivery costs that we pass along to our customers.
(2)Represents our other product line which is comprised of immaterial amounts of products and services that are not considered core product lines, as well as eliminations of interproduct and intersegment transactions.
(3)Includes both intersegment and interproduct revenues. Intersegment revenues for the three months ended September 30, 2025 and September 30, 2024 were $105.6 million and $102.6 million, respectively.
(4)Aggregate average selling price per ton for the three months ended September 30, 2025 was calculated by dividing total aggregate revenue of $183.9 million, less $18.7 million of revenues associated with barge delivery, or $165.2 million, by sales tons for the period. There was no adjustment in the three months ended September 30, 2024.



Materials Product Line(1) Total Materials Segment
Nine Months Ended September 30, 2025 Aggregate Asphalt Other and Eliminations(2)
External revenue $ 200,894  $ 342,353  $ 1,205  $ 544,452 
Internal revenue(3) 147,429  174,292  (321,721) — 
Total Revenue $ 348,323  $ 516,645  $ (320,516) $ 544,452 
Sales tons 18,108  6,267 
Average selling price per ton(4) $ 18.20  $ 82.44 
Gross profit $ 67,669  $ 87,263  $ (42,886) $ 112,046 
Gross profit as a % of revenue 19.4  % 16.9  % NM 20.6  %
Depreciation, depletion and amortization 30,623  12,493  303  43,419 
Cash gross profit $ 98,292  $ 99,756  $ (42,583) $ 155,465 
Cash gross profit as a % of revenue 28.2  % 19.3  % NM 28.6  %
Materials Product Line(1) Total Materials Segment
Nine Months Ended September 30, 2024 Aggregate Asphalt Other and Eliminations(2)
External revenue $ 147,522  $ 287,843  $ 1,034  $ 436,399 
Internal revenue(3) 97,594  151,847  (249,441) — 
Total Revenue $ 245,116  $ 439,690  $ (248,407) $ 436,399 
Sales tons 15,252  5,513 
Average selling price per ton(4) $ 16.07  $ 79.76 
Gross profit $ 40,411  $ 60,642  $ (41,993) $ 59,060 
Gross profit as a % of revenue 16.5  % 13.8  % NM 13.5  %
Depreciation, depletion and amortization 20,904  9,532  222  30,658 
Cash gross profit $ 61,315  $ 70,174  $ (41,771) $ 89,718 
Cash gross profit as a % of revenue 25.0  % 16.0  % NM 20.6  %
NM - not meaningful
(1)The Aggregate product line includes aggregates, barge delivery and recycled materials. The Asphalt product line includes asphalt concrete and liquid asphalt. External revenue includes freight and delivery costs that we pass along to our customers.
(2)Represents our other product line which is comprised of immaterial amounts of products and services that are not considered core product lines, as well as eliminations of interproduct and intersegment transactions.
(3)Includes both intersegment and interproduct revenues. Intersegment revenues for the nine months ended September 30, 2025 and September 30, 2024 were $189.5 million and $189.2 million, respectively.
(4)Aggregate average selling price per ton for the nine months ended September 30, 2025 was calculated by dividing total aggregate revenue of $348.3 million, less $18.7 million of revenues associated with barge delivery, or $329.6 million, by sales tons for the period. There was no adjustment in the nine months ended September 30, 2024.



Contacts:
Investors
Wenjun Xu, 831-761-7861
Or
Media
Erin Kuhlman, 831-768-4111
Source: Granite Construction Incorporated