Ms. Woolsey joined Granite in June 2021 and was appointed Chief Accounting Officer on January 1, 2022. Prior to this appointment and since joining the Company in June 2021, Ms. Woolsey served in a non-officer role with accounting responsibilities and reported directly to Ms. Curtis. Prior to joining the Company, Ms. Woolsey was the Vice President and Corporate Controller from December 2018 to August 2020 and Vice President, Corporate Controller and Chief Accounting Officer from August 2020 to June 2021 of MDC Holdings, Inc. From February 2016 to December 2018, Ms. Woolsey was the Vice President and Controller of the Energy, Infrastructure and Industrial Construction division of AECOM. Ms. Woolsey received a B.S. degree in Accounting from the University of Idaho and is a Certified Public Accountant.

Item 1A. RISK FACTORS

Set forth below and elsewhere in this report and in other documents we file with the SEC are various risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this report or otherwise adversely affect our business.

~~RISKS RELATED TO OUR INVESTIGATION, RESTATEMENT AND MATERIAL WEAKNESSES~~

•

We restated our consolidated financial statements for several prior periods and failed to timely file our Annual and Quarterly Reports with the SEC, which has affected and may continue to affect investor confidence, our stock price and our reputation with our customers. It may also result in additional stockholder litigation and may reduce customer confidence in our ability to complete new contract opportunities. As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019, we restated our consolidated financial statements for the years ended December 31, 2018 and 2017 and unaudited quarterly financial information for the first three quarters of the year ended December 31, 2019 and for each of the quarters in the year ended December 31, 2018 to correct misstatements associated with project forecasts in our former Heavy Civil operating group, which is now part of our Central operating group, discovered in connection with the independent investigation (the “Investigation”) of the Audit/Compliance Committee (the “Audit Committee”) of our Board of Directors. As a result of the Investigation and restatement process, we failed to timely file our Annual and Quarterly Reports with the SEC. Such Investigation, restatement and failure to timely file our Annual and Quarterly Reports with the SEC:

	•	~~had and may continue to have the effect of eroding investor confidence in us and our financial reporting and accounting practices and processes;~~
	•	~~negatively impacted and may continue to negatively impact the trading price of our common stock;~~
	•	required that we incur significant expenses related to the Investigation, restatement and remediation of the deficiencies in our internal control over financial reporting and may require that we incur significant additional expenses relating to any additional stockholder litigation;
	•	~~may result in additional stockholder litigation;~~
	•	~~may make it more difficult, expensive and time consuming for us to raise capital, if necessary, on acceptable terms, if at all;~~
	•	~~may make it more difficult to pursue transactions or implement business strategies that might otherwise be beneficial to our business;~~
	•	~~may negatively impact our reputation with our customers; and~~
	•	~~may cause customers to place new orders with other companies.~~

~~The occurrence or continued occurrence of any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.~~

•

We identified material weaknesses in our internal control over financial reporting in our Annual Reports on Form 10-K for the years ended December 31, 2019 and 2020, 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 and 2020, we identified control deficiencies that constituted material weaknesses, either individually or in the aggregate, and since 2020, Company management, with the assistance of outside consultants, has reviewed and revised our internal control over financial reporting in response to the material weaknesses. Management has now concluded that these material weaknesses have 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 future material weaknesses; (3) are unable to comply with the requirements of Section 404 in a timely manner; or (4) are unable to assert, or our independent registered public accounting firm is unable to attest, that our internal control over financial reporting is effective. 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 requirements. 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 remediated and effective internal control 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.

•

We are involved in, and may in the future be subject to, litigation and regulatory examinations, investigations, proceedings or orders as a result of or relating to our restatement and our failure to timely file our Annual and Quarterly Reports with the SEC and if any of these are resolved adversely against us, it could harm our business, financial condition and results of operations. We are currently the subject of securities class action litigation and derivative lawsuits. Additionally, in connection with our disclosure of the Audit Committee’s independent Investigation, we voluntarily contacted the San Francisco office of the SEC Division of Enforcement regarding that Investigation. Since contacting the SEC, we have produced documents to the SEC regarding the accounting issues identified during the independent Investigation and will continue to cooperate with the SEC in its investigation. The SEC’s investigation is ongoing and was not resolved when the Audit Committee completed the Investigation or when the Company’s Annual Reports on Form 10-K for the years ended December 31, 2019 and 2020 were filed. The restatement and our failure to timely file our Annual and Quarterly Reports with the SEC, as well as our previously reported material weaknesses in internal control over financial reporting, may subject us to additional litigation and regulatory examinations, investigations, proceedings or orders, the assessment of civil monetary penalties, and other equitable remedies. Our management has devoted and may continue to be required to devote significant time and attention to these matters. If any of these matters are resolved adversely against us, it could harm our business, financial condition and results of operations. Additionally, while we cannot estimate our potential exposure to these matters at this time, we have already expended significant amounts investigating the claims underlying and defending these matters and expect to continue to need to expend significant amounts to conclude these matters.

~~Table of Contents~~

RISKS RELATED TO OUR BUSINESS

•

~~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, 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, financial condition and results of operations.

•

~~Unfavorable economic conditions may have an adverse impact on our business.~~

•Unfavorable economic conditions may have an adverse impact on our business. Volatility in the global financial system, deterioration in general economic activity, inflation, rising or high interest rates, supply chain issues, the War in Ukraine, the Israel-Hamas War, other political, social or economic uncertainties, and fiscal, monetary and other policies that federal, state and local governments may enact, including infrastructure spending or deficit reduction measures, may have an adverse impact on our business, financial position, results of operations, cash flows and liquidity. In particular, low tax revenues, budget deficits, financing constraints, including timing of long-term federal, state and local funding releases, and competing priorities could negatively impact the ability of government agencies to fund existing or new infrastructure projects in the public sector. These factors could have a material adverse effect on the financial market and economic conditions in the United States as well as throughout the world, which may limit our ability and the ability of our customers to obtain financing and/or could impair our ability to execute our strategy. In addition, levels of new commercial and residential construction projects could be adversely affected by oversupply of existing inventories of commercial and residential properties, low property values and a restrictive financing environment.

•

~~We work in a highly competitive marketplace.~~ We have multiple competitors in all of the areas in which we work, and some of our competitors are larger than we are and may have greater resources than we do. Government funding for public works projects is limited, contributing to competition. An increase in competition may result in a decrease in new awards, a decrease in profit margins, or both. In addition, should downturns in residential and commercial construction activity occur, the competition for available public sector work would intensify, which could impact our revenue, CAP and profit margins.

•

~~Our financial position could be impacted by worse than anticipated results in our former Heavy Civil operating group, which is now part of our Central operating group.~~ We completed our previously announced strategic review of our former Heavy Civil operating group, which is now part of our Central operating group, and have taken actions that we believe will be beneficial to us and our stockholders. However, the results of our planned actions, and the timing of expected benefits, remain uncertain. In addition, it is possible that we may elect to undertake additional actions related to our Central operating group. Our results of operations, cash flows and liquidity could be materially impacted by underperformance in our Central operating group.

•

~~Fixed price and fixed unit price contracts subject us to the risk of increased project cost.~~ As more fully described in “Contract Provisions and Subcontracting” under “Item 1. Business,” the profitability of our fixed price and fixed unit price contracts can be adversely affected by a number of factors that can cause our actual costs to materially exceed the costs estimated at the time of our original bid. This could result in reduced profits or a loss for that project and there could be a material adverse impact to our financial position, results of operations, cash flows and liquidity.

•

~~As part of our growth strategy, we have made and may make future acquisitions, and acquisitions involve many risks and uncertainties. These risks and uncertainties include:~~

•

~~our ability to complete acquisitions in accordance with our expected plans, on terms and conditions acceptable to us or our anticipated time frame, or at all;~~

•

~~difficulties identifying all significant risks during our due diligence activities;~~

•

~~that acquisitions involve significant costs and require the time and attention of our management, which may divert management’s attention from ongoing operations;~~

•

~~potential difficulties and increased costs associated with completion of any assumed construction projects;~~

•

~~our ability to successfully manage or achieve the results we expect to experience from the acquisitions and that we may lose key employees or customers of the acquired companies;~~

•

~~assumption of liabilities of an acquired business, including liabilities that were unknown at the time the acquisition was negotiated;~~

•

difficulties related to integrating the operations and internal controls, assimilating personnel, services, and systems of an acquired business and to assimilating marketing and other operational capabilities;

•

~~increased burdens on our staff and on our administrative, internal control and operating systems, which may hinder our legal and regulatory compliance activities;~~

	•	if we issue additional equity securities, such issuances could have the effect of diluting our earnings per share as well as our existing shareholders’ individual ownership percentages in the Company;
	•	the recording of goodwill or other non-amortizable intangible assets that will be subject to subsequent impairment testing and potential impairment charges, as well as amortization expenses related to certain other intangible assets; and
	•	while we often obtain indemnification rights from the sellers of acquired businesses, such rights may be difficult to enforce and the indemnitors may not have the ability to financially support the indemnity.

~~Failure to successfully manage and integrate acquisitions could harm our business, financial condition and results of operations.~~

•

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

•

~~our ability to locate suitable acquirors for our divestitures;~~

•

~~our ability to complete the divestitures in accordance with our expected plans or anticipated time frame, or at all;~~

•

~~our ability to complete the divestitures on terms and conditions acceptable to us;~~

•

~~difficulties separating the assets and personnel related to businesses that we expect to divest from the businesses we expect to retain;~~

•

~~that divestitures involve significant costs and require the time and attention of our management, which may divert management’s attention from ongoing operations;~~

•

our ability to successfully cause a buyer of a divested business to assume the liabilities of that business, or even if such liabilities are assumed, we may have difficulties enforcing our rights, contractual or otherwise against the buyer;

•

~~the need to obtain regulatory approvals and other third-party consents, which potentially could disrupt customer and vendor relationships;~~

•

~~potential additional tax obligations or the loss of tax benefits;~~

•

~~the divestiture could negatively impact our profitability because of losses that may result from a sale, the loss of revenue or a decrease in cash flows; and~~

•

~~following the completion of a divestiture, we may have less diversity in our business and in the markets we serve as well as our client base.~~

~~Failure to successfully manage divestitures may generate fewer benefits than expected and could harm our business, financial condition and results of operations.~~

•

~~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 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. 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, financial condition and results of operations.

•

~~Design-build contracts subject us to the risk of design errors and omissions.~~ Design-build is a common method of project delivery as it provides the owner with a single point of responsibility for both design and construction. We generally subcontract design responsibility to architectural and engineering firms. However, in the event of a design error or omission causing damages, there is risk that the subcontractor or their errors and omissions insurance would not be able to absorb the liability. In this case we may be responsible, resulting in a potentially material adverse effect on our financial position, results of operations, cash flows and liquidity.

•

~~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. To the extent these events occur, the total cost of the project could exceed our original estimate and we could experience reduced profits or a loss on that project and there could be a material adverse impact to our financial position, results of operations, cash flows and liquidity.

•

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 Granite is 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. 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 financial position, results of operations, cash flows and liquidity. 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.

~~Table~~ of ~~Contents~~

•

~~Unavailability of insurance coverage could have a negative effect on our operations and results.~~ We maintain insurance coverage as part of our overall risk management strategy and pursuant to requirements to maintain specific coverage that are contained in our financing agreements and in most of our construction contracts. Although we have been able to obtain reasonably priced insurance coverage to meet our requirements in the past, there is no assurance that we will be able to do so in the future, and our inability to obtain such coverage could have an adverse impact on our ability to procure new work, which could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

•

~~An inability to obtain bonding could have a negative impact on our operations and results.~~ As more fully described in “Insurance and Bonding” under “Item 1. Business,” we generally are required to provide surety bonds securing our performance under the majority of our public and private sector contracts. Our inability to obtain reasonably priced surety bonds in the future and, while we monitor the financial health of our insurers and the insurance market, catastrophic events could reduce available limits or the breadth of coverage, both of which could significantly affect our ability to be awarded new contracts and could, therefore, have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

•

~~We use certain commodity products that are subject to significant price fluctuations.~~ We are exposed to various commodity price risks, including, but not limited to, diesel fuel, natural gas, propane, steel, cement and liquid asphalt arising from transactions that are entered into in the normal course of business. We 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. 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 may use financial contracts to further manage price risk. Significant price fluctuations could have a material adverse effect on financial position, results of operations, cash flows and liquidity

•

~~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 can result in variability in our quarterly revenues and profitability, particularly in the first and fourth quarters of the year.

	•	~~Force majeure events, including natural disasters and terrorists' actions, could negatively impact our business, which may affect our financial condition, results of operations or cash flows.~~ Force majeure or extraordinary events beyond the control of the contracting parties, such as natural and man-made disasters, as well as terrorist actions, could negatively impact the economies in which we operate. We typically negotiate contract language where we are allowed certain relief from force majeure events in private client contracts and review and attempt to mitigate force majeure events in both public and private client contracts. We remain obligated to perform our services after most extraordinary events subject to relief that may be available pursuant to a force majeure clause. If we are not able to react quickly to force majeure events, our operations may be affected, which could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

	•	~~Our CAP is subject to unexpected adjustments and cancellations and could be an uncertain indicator of our future earnings.~~ We cannot guarantee that the revenues projected in our CAP will be realized or, if realized, will be profitable. Projects reflected in our CAP may be affected by project cancellations, scope adjustments, time extensions or other changes. Such changes may adversely affect the revenue and profit we ultimately realize on these projects.

	•	~~Rising inflation and/or interest rates could have an adverse effect on our business, financial condition and results of operations.~~ Economic factors, including inflation and fluctuations in interest rates, could have a negative impact on our business. If our costs were to become subject to significant inflationary pressures, 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.

~~Table~~operations, cash flows and liquidity. In particular, low tax revenues, budget deficits, financing constraints, including timing of ~~Contents~~long-term federal, state and local funding releases, and competing priorities could negatively impact the ability of government agencies to fund existing or new infrastructure projects in the public sector. These factors could have a material adverse effect on the financial market and economic conditions in the United States as well as throughout the world, which may limit our ability and the ability of our customers to obtain financing and/or could impair our ability to execute our strategy. In addition, levels of new commercial and residential construction

~~RISKS RELATED TO OUR WORKFORCE, JOINT VENTURES AND SUBCONTRACTORS~~
	•	~~Our success depends on attracting and retaining qualified personnel, joint venture partners and subcontractors in a competitive environment~~. The success of our business is dependent on our ability to attract, develop and retain qualified personnel, joint venture partners, advisors and subcontractors. Changes in general or local economic conditions and the resulting impact on the labor market and on our joint venture partners may make it difficult to attract or retain qualified individuals in the geographic areas where we perform our work. If we are unable to provide competitive compensation packages, high-quality training programs and attractive work environments or to establish and maintain successful partnerships, our reputation, relationships and/or ability to profitably execute our work could be adversely impacted.

	•	~~Failure to maintain safe work sites could result in significant losses~~. Construction 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. 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. Although strikes or work stoppages have not had a significant impact on our operations or results in the past, such labor actions could have a significant impact on our operations and results if they occur in the future.

•

~~Failure of our subcontractors to perform as anticipated could have a negative impact on our results.~~ As further described in “Contract Provisions and Subcontracting” under “Item 1. Business,” we subcontract portions of many of our contracts to specialty subcontractors, but we are ultimately responsible for the successful completion of their work. Although we seek to require bonding or other forms of guarantees, we are not always successful in obtaining those bonds or guarantees from our higher-risk subcontractors. We may be responsible for the failures on the part of our subcontractors to perform as anticipated, resulting in a potentially adverse impact on our cash flows and liquidity. In addition, the total costs of a project could exceed our original estimates and we could experience reduced profits or a loss for that project, which could have an adverse impact on our financial position, results of operations, cash flows and liquidity.

•

~~Our joint venture contracts subject us to risks and uncertainties, some of which are outside of our control~~. As further described in Note 1 of “Notes to the Consolidated Financial Statements” and in “Joint Ventures” under “Item 1. Business,” we perform certain construction contracts as a limited or minority member of joint ventures. Participating in these arrangements exposes us to risks and uncertainties, including the risk that if our partners fail to perform under joint and several liability contracts, we could be liable for completion of the entire contract. In addition, if our partners are not able or willing to provide their share of capital investment to fund the operations of the venture, there could be unanticipated costs to complete the projects, financial penalties or liquidated damages. These situations could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

To the extent we are not the controlling partner, we have limited control over many of the decisions made with respect to the related construction projects. These joint ventures may not be subject to the same compliance requirements, including those related to internal control over financial reporting. While we have controls to mitigate the risks associated with reliance on their control environment and financial information, to the extent the controlling partner makes decisions that negatively impact the joint venture or internal control problems arise within the joint venture, it could have a material adverse impact on our business, financial position, results of operations, cash flows and liquidity.

•

~~We may be unable to identify and contract with qualified DBE contractors to perform as subcontractors.~~ Certain of our government agency projects contain minimum DBE participation clauses. Although we have programs in place to ensure compliance, if we fail to complete these projects with the minimum DBE participation, we may be held responsible for breach of contract, which may include restrictions on our ability to bid on future projects as well as monetary damages. To the extent we are responsible for monetary damages, the total costs of the project could exceed our original estimates, we could experience reduced profits or a loss for that project and there could be a material adverse impact to our financial position, results of operations, cash flows and liquidity.

	•	~~We may be required to contribute cash to meet our unfunded pension obligations in certain multi-employer plans.~~ As of December 31, 2021, three of our wholly-owned subsidiaries within our continuing operations, Granite Construction Company, Granite Construction Northeast, Inc. and Granite Industrial, Inc. participate in various domestic multi-employer pension plans on behalf of union employees. Union employee benefits generally are based on a fixed amount for each year of service. We are required to make contributions to the plans in amounts established under collective bargaining agreements. Pension expense is recognized as contributions are made. The domestic pension plans are subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). Under ERISA, a contributor to a multi-employer plan may be liable, upon termination or withdrawal from a plan, for its proportionate share of a plan’s unfunded vested liability. While we currently have no intention of withdrawing from a plan and unfunded pension obligations have not significantly affected our operations in the past, there can be no assurance that we will not be required to make material cash contributions to one or more of these plans to satisfy certain underfunded benefit obligations in the future.

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projects could be adversely affected by oversupply of existing inventories of commercial and residential properties, low property values and a restrictive financing environment.

•We work in a highly competitive marketplace. We have multiple competitors in all the areas in which we work, and some of our competitors are larger than we are and may have greater resources than we do. Government funding for public works projects is limited, contributing to competition. An increase in competition may result in a decrease in new awards, a decrease in profit margins, or both. In addition, should downturns in residential and commercial construction activity occur, the competition for available public sector work would intensify, which could impact our revenue, CAP and profit margins.

~~RISKS RELATED TO LEGAL, REGULATORY, ACCOUNTING AND TAX ISSUES~~
	•	~~Government contractors are subject to suspension or debarment from government contracting.~~ Government contracts expose us to a variety of risks that differ from those associated with private sector contracts. Various statutes to which our operations are subject, including, among others, the Davis-Bacon Act (which regulates wages and benefits), the Walsh-Healy Act (which prescribes a minimum wage and regulates overtime and working conditions), Executive Order 11246 (which establishes equal employment opportunity and affirmative action requirements) and the Drug-Free Workplace Act, provide for mandatory suspension and/or debarment of contractors in certain circumstances involving statutory violations. In addition, the Federal Acquisition Regulation and various state statutes provide for discretionary suspension and/or debarment in certain circumstances that might call into question a contractor’s willingness or ability to act responsibly, including as a result of being convicted of, or being found civilly liable for, fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public contract or subcontract. The scope and duration of any suspension or debarment may vary depending upon the facts and the statutory or regulatory grounds for debarment and could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

	•	We are involved in lawsuits and legal proceedings in the ordinary course of our business and may in the future be subject to other litigation and legal proceedings, and, if any of these are resolved adversely against us, it could harm our business, financial condition and results of operations. Any litigation or other legal proceedings could result in an unfavorable judgment that may not be reversed upon appeal or in payments of substantial monetary damages or fines, or we may decide to settle lawsuits on similarly unfavorable terms, either of which could adversely affect our business, financial condition and results of operations. We could also suffer an adverse impact on our reputation and a diversion of management's attention and resources, which could have a material adverse effect on our business, financial condition and results of operations.

	•	~~Government contracts generally have strict regulatory requirements.~~ Approximately 75% of our construction-related revenue from continuing operations in 2021 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 to qui tam litigation brought by private individuals on behalf of the government under the Federal Civil False Claims Act, which could include claims for up to treble damages. 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 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 and reclamation and closure of operations, workplace health and safety and a variety of socioeconomic requirements and are required to obtain and maintain a number of environmental approvals, permits and financial assurances. Noncompliance with such laws, regulations and permits 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. While compliance with these laws and regulations has not materially adversely affected our operations in the past, there can be no assurance that these requirements, laws or regulations will not change and that compliance will not adversely affect our operations in the future. Furthermore, 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. Although we have thus far been able to secure reserves to support our business, our financial position, results of operations, cash flows and liquidity may be adversely affected by an increasingly difficult permitting process.

	•	~~Accounting for our revenues and costs involves significant estimates.~~ As further described in “Critical Accounting Policies and Estimates” under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” accounting for our contract-related revenues and costs, as well as other expenses, 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. Such changes could have a material adverse effect on our financial position and results of operations.

•

A change in tax laws or regulations of any federal, state or international jurisdiction in which we operate could increase our tax burden and otherwise adversely affect our financial position, results of operations, cash flows and liquidity. We continue to assess the impact of various U.S. federal, state, local and international legislative proposals that could result in a material increase to our U.S. federal, state, local and/or international taxes. We cannot predict whether any specific legislation will be enacted or the terms of any such legislation. However, if such proposals were to be enacted, or if modifications were to be made to certain existing regulations, the consequences could have a material adverse impact on us, including increasing our tax burden, increasing our cost of tax compliance or otherwise adversely affecting our financial position, results of operations, cash flows and liquidity.

•

~~We may be exposed to liabilities under the FCPA and any determination that we or any of our subsidiaries has violated the FCPA could have a material adverse effect on our business.~~ 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 some 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.

•Fixed price and fixed unit price contracts subject us to the risk of increased project cost. As more fully described in “Contract Provisions and Subcontracting” under “Item 1. Business,” the profitability of our fixed price and fixed unit price contracts can be adversely affected by a number of factors, including, among others, inflation, inefficiency and incorrect estimates or assumptions, that can cause our actual costs to materially exceed the costs estimated at the time of our original bid. This could result in reduced profits or a loss for that project and there could be a material adverse impact to our business, results of operations and financial condition.

•We derive a substantial amount of our revenue from federal, state and local government agencies, and any disruption in government funding or in our relationship with those agencies could adversely affect our business. For the year ended December 31, 2023, approximately 70% of our construction revenue was funded by federal, state and local government agencies and authorities. A significant amount of this revenue is derived under multi-year contracts, many of which are appropriated on an annual basis. As a result, at the beginning of a project, the related contract may be only partially funded, and additional funding is normally committed only as appropriations are made in each subsequent year. The success and further development of our business depends, in large part, upon the continued funding of these government programs, and upon our ability to obtain contracts and perform well under these programs. A significant reduction in government spending, the absence of a bipartisan agreement on the federal government budget, a partial or full federal government shutdown or a change in budgetary priorities could reduce demand for our services, cancel or delay projects and have a material adverse effect on our business, results of operations and financial condition.

There are several additional factors that could cause government agencies or authorities to delay or cancel programs, to reduce their orders under existing contracts, to exercise their rights to terminate contracts or not to exercise contract options for renewals or extensions. Such factors, which include the following, could have a material adverse effect on our business, financial condition and results of operations or the timing of contract payments from government agencies or authorities:

•the failure of the U.S. government to complete its budget and appropriations process before its fiscal year-end;

•changes in and delays or cancellations of government programs, procurements, requirements or appropriations;

•budget constraints or policy changes resulting in delay or curtailment of expenditures related to the services we provide;

•re-competes of government contracts;

•the timing and amount of tax revenue received by federal, state and local governments, and the overall level of government expenditures;

•curtailment in the use of government contracting firms;

•delays associated with insufficient numbers of government staff to oversee contracts;

•the increasing preference by government agencies for contracting with small and disadvantaged businesses;

•competing political priorities and changes in the political climate regarding the funding or operation of the services we provide;

•the adoption of new laws or regulations affecting our contracting relationships with the federal, state or local governments;

•unsatisfactory performance on government contracts by us or one of our subcontractors, negative government audits or other events that may impair our relationship with federal, state or local governments;

•a dispute with or improper activity by any of our subcontractors; and

•general economic or political conditions.

•Our U.S. federal government contracts may give government agencies the right to modify, delay, curtail, renegotiate or terminate existing contracts at their convenience at any time prior to their completion, which

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could have a material adverse effect on our business, financial condition and results of operations.U.S. federal government projects in which we participate as a contractor or subcontractor may extend for several years. Generally, government contracts include the right to modify, delay, curtail, renegotiate or terminate contracts and subcontracts at the government’s convenience any time prior to their completion. Any decision by a U.S. federal government client to modify, delay, curtail, renegotiate or terminate our contracts at their convenience could have a material adverse effect on our business, financial condition and results of operations.

•Ourfailure to win new contracts and renew existing contracts with private and public sector clients could have a material adverse effect on our business, financial condition and results of operations. Our business depends on our ability to win new contracts and renew existing contracts with private and public sector clients. Contract proposals and negotiations are complex and frequently involve a lengthy bidding and selection process, which is affected by a number of factors. These factors include market conditions, financing arrangements and required governmental approvals. If negative market conditions arise, or if we fail to secure adequate financial arrangements or the required government approval, we may not be able to pursue certain projects, which could have a material adverse effect on our business, financial condition and results of operations.

•The timing of new contracts and termination of existing contracts may result in unpredictable fluctuations in our cash flows and financial results. A substantial portion of our revenues are derived from project-based work that is awarded through a competitive bid process. It is generally difficult to predict the timing and geographic distribution of the projects that we will be awarded. The selection of, timing of, or failure to obtain projects, delays in awards of projects, the re-bidding or termination of projects due to budget overruns, cancellations of projects or delays in completion of contracts could result in the under-utilization of our assets, including our fleet of construction equipment, which could lower our overall profitability and reduce our cash flows. Even if we are awarded contracts, we face additional risks that could affect when, or whether, work will begin. This can present difficulty in matching workforce size and equipment location with contract needs. In some cases, we may be required to bear the cost of a ready workforce and equipment that is larger than necessary, which could have a material adverse effect on our business, financial condition and results of operations. If an expected contract award or the related work release is delayed or not received, we could incur substantial costs without receipt of any corresponding revenues. Moreover, construction projects for which our services are contracted may require significant expenditures by us prior to receipt of relevant payments from the customer. Finally, the winding down or completion of work on significant projects that were active in previous periods will reduce our revenue and earnings if such significant projects have not been replaced in the current period.

Many of our contracts may be canceled upon short notice, typically 30 to 90 days, even if we are not in default under the contract, and we may be unsuccessful in replacing contracts, resulting in a decrease in our revenue, net income and liquidity. Certain of our customers assign work to us on a project-by-project basis under master service agreements. Under these agreements, our customers often have no obligation to assign a specific amount of work to us. Our operations could decline significantly if the anticipated volume of work is not assigned to us or is canceled. Many of our contracts, including our master service agreements, are open to competitive bidding at the expiration of their terms. There can be no assurance that we will be the successful bidder on our existing contracts that come up for re-bid.

•Design-build contracts subject us to the risk of design errors and omissions. Design-build is a common method of project delivery as it provides the owner with a single point of responsibility for both design and construction. We generally subcontract design responsibility to architectural and engineering firms. However, in the event of a design error or omission causing damages, there is risk that the subcontractor or their errors and omissions insurance would not be able to absorb the liability. In this case we may be responsible, resulting in a potentially material adverse effect on our business, results of operations and financial condition.

•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. To the extent these events occur, the total cost of the project could exceed our original estimate and we could experience reduced profits or a loss on that project and there could be a material adverse impact to our business, results of operations and financial condition.

•Our failure to adequately recover on affirmative claims brought by us against project owners or other project participants (e.g., back charges against subcontractors) for additional contract costs could have a negative impact on our liquidity and future operations. In 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.

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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 revenues and costs involve significant estimates" risk factor below. The potential gross profit impact of recoveries for affirmative claims may be material in future periods when they, or a portion of them, become probable and estimable or are settled. 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.

•Our financial position could be impacted by worse than anticipated results in our Central operating group. In 2020, we completed a strategic review of our former Heavy Civil operating group, which is now part of our Central operating group, and have taken actions that we believe will be beneficial to us and our stockholders. However, the results of our planned actions, and the timing of expected benefits, remain uncertain. Underperformance in our Central operating group could have a material adverse effect on our business, results of operations and financial condition.

•Unavailability of insurance coverage could have a negative effect on our operations and results. We maintain insurance coverage as part of our overall risk management strategy and pursuant to requirements to maintain specific coverage that are contained in our financing agreements and in most of our construction contracts. Although we have been able to obtain reasonably priced insurance coverage to meet our requirements in the past, there is no assurance that we will be able to do so in the future, and our inability to obtain such coverage could have an adverse impact on our ability to procure new work, which could have a material adverse effect on our business, results of operations and financial condition.

•An inability to obtain bonding could have a negative impact on our operations and results. As more fully described in “Insurance and Bonding” under “Item 1. Business,” we generally are required to provide surety bonds securing our performance under the majority of our public and private sector contracts. Our inability to obtain reasonably priced surety bonds in the future and, while we monitor the financial health of our insurers and the insurance market, catastrophic events could reduce available limits or the breadth of coverage, both of which could significantly affect our ability to be awarded new contracts and could, therefore, have a material adverse effect on our business, results of operations and financial condition.

•We use certain commodity products that are subject to significant price fluctuations. We are exposed to various commodity price risks, including, but not limited to, diesel fuel, natural gas, propane, steel, cement and liquid asphalt arising from transactions that are entered into in the normal course of business. We 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. 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 can result in variability in our quarterly revenues and profitability, particularly in the first and fourth quarters of the year.

•Force majeure events, including natural disasters and terrorists' actions, could negatively impact our business, which may affect our financial condition, results of operations or cash flows. Force majeure or extraordinary events beyond the control of the contracting parties, such as natural and man-made disasters, as well as terrorist actions, could negatively impact the economies in which we operate. We typically negotiate contract language where we are allowed certain relief from force majeure events in private client contracts and review and attempt to mitigate force majeure events in both public and private client contracts. We remain obligated to perform our services after most extraordinary events subject to relief that may be available pursuant to a force majeure clause.

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If we are not able to react quickly to force majeure events, our operations may be affected, which could have a material adverse effect on our business, results of operations and financial condition.

•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, interferes with our ability, or that of our employees, contractors, suppliers, customers and other business partners to perform our and their respective responsibilities and obligations relative to the conduct of our business, our operations may be affected, which could have a material adverse effect on our business, results of operations and financial condition.

•Our CAP is subject to unexpected adjustments and cancellations and could be an uncertain indicator of our future earnings. We cannot guarantee that the revenues projected in our CAP will be realized or, if realized, will be profitable. Projects reflected in our CAP may be affected by project cancellations, scope adjustments, time extensions or other changes. Such changes may adversely affect the revenue and profit we ultimately realize on these projects.

•Rising or high inflation and/or interest rates could have an adverse effect on our business, financial condition and results of operations. Economic factors, including inflation and rising and/or high interest rates, could have a negative impact on our business. Our costs were and may continue to be subject to significant inflationary pressures, 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 will result in higher interest expense related to borrowings under our Fourth Amended and Restated Credit Agreement, as amended (the “Credit Agreement”), which could have a material adverse effect on our business, results of operations and financial condition.

•As part of our growth strategy, we have made and may make future acquisitions, and acquisitions involve many risks and uncertainties. These risks and uncertainties include:

•our ability to complete acquisitions in accordance with our expected plans, on terms and conditions acceptable to us or our anticipated time frame, or at all;

•difficulties identifying all significant risks during our due diligence activities;

•that acquisitions involve significant costs and require the time and attention of our management, which may divert management’s attention from ongoing operations;

•potential difficulties and increased costs associated with completion of any assumed construction projects;

•our ability to successfully manage or achieve the results we expect to experience from the acquisitions and that we may lose key employees or customers of the acquired companies;

•assumption of liabilities of an acquired business, including liabilities that were unknown at the time the acquisition was negotiated;

•difficulties related to integrating the operations and internal controls, assimilating personnel, services, and systems of an acquired business and to assimilating marketing and other operational capabilities;

•increased burdens on our staff and on our administrative, internal control and operating systems, which may hinder our legal and regulatory compliance activities;

•if we issue additional equity securities, such issuances could have the effect of diluting our earnings per share as well as our existing shareholders’ individual ownership percentages in the Company;

•the recording of goodwill or other non-amortizable intangible assets that will be subject to subsequent impairment testing and potential impairment charges, as well as amortization expenses related to certain other intangible assets; and

•while we often obtain indemnification rights from the sellers of acquired businesses, such rights may be difficult to enforce and the indemnitors may not have the ability to financially support the indemnity.

Failure to successfully manage and integrate acquisitions could harm our business, results of operations and financial condition.

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

•our ability to locate suitable acquirers for our divestitures;

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•our ability to complete the divestitures in accordance with our expected plans or anticipated time frame, or at all;

•our ability to complete the divestitures on terms and conditions acceptable to us;

•difficulties separating the assets and personnel related to businesses that we expect to divest from the businesses we expect to retain;

•that divestitures involve significant costs and require the time and attention of our management, which may divert management’s attention from ongoing operations;

•our ability to successfully cause a buyer of a divested business to assume the liabilities of that business, or even if such liabilities are assumed, we may have difficulties enforcing our rights, contractual or otherwise against the buyer;

•the need to obtain regulatory approvals and other third-party consents, which potentially could disrupt customer and vendor relationships;

•potential additional tax obligations or the loss of tax benefits;

•the divestiture could negatively impact our profitability because of losses that may result from a sale, the loss of revenue or a decrease in cash flows; and

•following the completion of a divestiture, we may have less diversity in our business and in the markets we serve as well as our client base.

Failure to successfully manage divestitures may generate fewer benefits than expected and could harm our business, results of operations and financial condition.

•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. 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.

RISKS RELATED TO OUR HUMAN CAPITAL, JOINT VENTURES AND SUBCONTRACTORS

•Our success depends on attracting and retaining qualified personnel, joint venture partners and subcontractors in a competitive environment. The success of our business is dependent on our ability to attract, develop and retain qualified personnel, joint venture partners, advisors and subcontractors. Changes in general or local economic conditions and the resulting impact on the labor market and on our joint venture partners may make it difficult to attract or retain qualified individuals in the geographic areas where we perform our work. If we are unable to provide competitive compensation packages, high-quality training programs and attractive work environments or to establish and maintain successful partnerships, our reputation, relationships and/or ability to profitably execute our work could be adversely impacted.

•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. 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. Although strikes or work stoppages have not had

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a significant impact on our operations or results in the past, such labor actions could have a significant impact on our operations and results if they occur in the future.

•Failure of our subcontractors to perform as anticipated could have a negative impact on our results. As further described in “Contract Provisions and Subcontracting” under “Item 1. Business,” we subcontract portions of many of our contracts to specialty subcontractors, but we are ultimately responsible for the successful completion of their work. Although we seek to require bonding or other forms of guarantees, we are not always successful in obtaining those bonds or guarantees from our higher-risk subcontractors. We may be responsible for the failures on the part of our subcontractors to perform as anticipated, resulting in a potentially adverse impact on our cash flows and liquidity. In addition, the total costs of a project could exceed our original estimates and we could experience reduced profits or a loss for that project, which could have an adverse impact on our financial position, results of operations, cash flows and liquidity.

•Our joint venture contracts subject us to risks and uncertainties, some of which are outside of our control. As further described in Note 1 of “Notes to the Consolidated Financial Statements” and in “Joint Ventures” under “Item 1. Business,” we perform certain construction contracts as a limited or minority member of joint ventures. Participating in these arrangements exposes us to risks and uncertainties, including the risk that if our partners fail to perform under joint and several liability contracts, we could be liable for completion of the entire contract. In addition, if our partners are not able or willing to provide their share of capital investment to fund the operations of the venture, there could be unanticipated costs to complete the projects, financial penalties or liquidated damages. These situations could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

•We may be unable to identify and contract with qualified DBE contractors to perform as subcontractors. Certain of our government agency projects contain minimum DBE participation clauses. Although we have programs in place to ensure compliance, if we fail to complete these projects with the minimum DBE participation, we may be held responsible for breach of contract, which may include restrictions on our ability to bid on future projects as well as monetary damages. To the extent we are responsible for monetary damages, the total costs of the project could exceed our original estimates, we could experience reduced profits or a loss for that project and there could be a material adverse impact to our financial position, results of operations, cash flows and liquidity.

•We may be required to contribute cash to meet our unfunded pension obligations in certain multi-employer plans. As of December 31, 2023, three of our wholly-owned subsidiaries, Granite Construction Company, Layne Christensen Company and Granite Industrial, Inc., participate in various domestic multi-employer pension plans on behalf of union employees. Union employee benefits generally are based on a fixed amount for each year of service. We are required to make contributions to certain plans in amounts established under collective bargaining agreements. Pension expense is recognized as contributions are made. The domestic multi-employer pension plans are subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Under ERISA, a contributor to a multi-employer plan may be liable, upon termination or withdrawal from a plan, for its proportionate share of a multi-employer plan’s unfunded vested liability. While we currently have no intention of withdrawing from a plan and unfunded multi-employer pension obligations have not significantly affected our operations in the past, there can be no assurance that we will not be required to make material cash contributions to one or more of these plans to satisfy certain underfunded benefit obligations in the future.

RISKS RELATED TO RESTATEMENTS

•We have restated our consolidated financial statements for certain prior periods, which has affected and may continue to affect our business, results of operations and financial condition. We previously restated unaudited quarterly financial information for the first three quarters of the year ended December 31, 2022 to correct (a) errors related to deferred taxes and the calculation of income tax expense in connection with the sale of our trenchless and pipe rehabilitation services business and (b) other immaterial errors. Additionally, we previously restated certain periods in 2019 and prior to correct misstatements associated with project forecasts in our former

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Heavy Civil operating group, which is now part of our Central operating group. Taken collectively, such restatements:

•had and may continue to have the effect of eroding investor confidence in us and our financial reporting and accounting practices and processes;

•negatively impacted and may continue to negatively impact the trading price of our common stock;

•required that we incur significant expenses and may require that we incur significant additional expenses relating to any litigation or regulatory examinations, investigations, proceedings, orders or indemnification claims;

•may make it more difficult, expensive and time consuming for us to raise capital, if necessary, on acceptable terms, if at all;

•may make it more difficult to pursue transactions or implement business strategies that might otherwise be beneficial to our business; and

•may negatively impact our reputation with our customers.

The occurrence or continued occurrence of any of the foregoing could have a material adverse effect on our business, results of operations and financial condition.

•In prior years we identified material weaknesses in our internal control over financial reporting in our Annual Reports on Form 10-K, which have been remediated. 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 future material weaknesses; (3) are unable to comply with the requirements of Section 404 in a timely manner; or (4) are unable to assert, or our independent registered public accounting firm is unable to attest, that our internal control over financial reporting is effective.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.

•We were involved in, and may in the future be subject to, litigation, regulatory examinations, investigations, proceedings or orders as a result of or relating to the restatement of our financial statements and if any of these are resolved adversely against us, it could harm our business, results of operations and financial condition. We were involved in, and may in the future be subject to, litigation, regulatory examinations, investigations, proceedings or orders, the assessment of civil monetary penalties, equitable remedies or indemnification claims, and the expenses associated with such matters as a result of or relating to the restatement of our financial statements and reported material weaknesses. Our management may be required to devote significant time and attention to these matters. We had, and may in the future have, to incur significant expenses related to these matters and if any of these matters are resolved adversely against us, it could harm our business, results of operations and financial condition.

RISKS RELATED TO LEGAL, REGULATORY, ACCOUNTING AND TAX ISSUES

•Government contractors are subject to suspension or debarment from government contracting. Government contracts expose us to a variety of risks that differ from those associated with private sector contracts. Various statutes to which our operations are subject, including, among others, the Davis-Bacon Act (which regulates wages and benefits), the Walsh-Healy Act (which prescribes a minimum wage and regulates overtime and working conditions), Executive Order 11246 (which establishes equal employment opportunity and affirmative action requirements) and the Drug-Free Workplace Act, provide for mandatory suspension and/or debarment of contractors in certain circumstances involving statutory violations. In addition, the Federal Acquisition Regulation

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and various state statutes provide for discretionary suspension and/or debarment in certain circumstances that might call into question a contractor’s willingness or ability to act responsibly, including as a result of being convicted of, or being found civilly liable for, fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public contract or subcontract. The scope and duration of any suspension or debarment may vary depending upon the facts and the statutory or regulatory grounds for debarment and could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

•We are involved in lawsuits, legal proceedings and indemnity claims in the ordinary course of our business and may in the future be subject to other litigation, legal proceedings and claims, and, if any of these are resolved adversely against us, it could harm our business, financial condition and results of operations. Any litigation, other legal proceedings or indemnity claim could result in an unfavorable judgment that may not be reversed upon appeal or in payments of substantial monetary damages or fines, or we may decide to settle lawsuits on similarly unfavorable terms, any of which could adversely affect our business, financial condition and results of operations. We could also suffer an adverse impact on our reputation and a diversion of management's attention and resources, which could have a material adverse effect on our business, financial condition and results of operations.

•Government contracts generally have strict regulatory requirements. Approximately 70% of our construction-related revenue in 2023 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 to qui tam litigation brought by private individuals on behalf of the government under the Federal Civil False Claims Act, which could include claims for up to treble damages. 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, permits 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. Although we have thus far been able to secure reserves to support our business, our financial position, results of operations, cash flows and liquidity may be adversely affected by an increasingly difficult permitting process.

•Accounting for our revenues, costs, goodwill and acquired intangible assets involves significant estimates. As further described in “Critical Accounting Estimates” under “Item 7. Management’s Discussion and Analysis of

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Financial Condition and Results of Operations,” and in "Use of Estimates in Preparation of Financial Statements," "Revenue Recognition" and "Goodwill" within Note 1 of the "Notes to the Consolidated Financial Statements," accounting for our contract-related revenues and costs, as well as other expenses, goodwill and acquired intangible assets requires management to make a variety of significant estimates and assumptions. Also see "Intangible assets" within Note 2 of the "Notes to the Consolidated Financial Statements."These assumptions and estimates may change significantly in the future and could result in the reversal of previously recognized revenue and profit or material impairment charges. Such changes or impairment charges could have a material adverse effect on our financial position and results of operations.

•A change in tax laws or regulations of any federal, state or international jurisdiction in which we operate could increase our tax burden and otherwise adversely affect our financial position, results of operations, cash flows and liquidity. We continue to assess the impact of various U.S. federal, state, local and international legislative proposals that could result in a material increase to our U.S. federal, state, local and/or international taxes. We cannot predict whether any specific legislation will be enacted or the terms of any such legislation. However, if such proposals were to be enacted, or if modifications were to be made to certain existing regulations, the consequences could have a material adverse impact on us, including increasing our tax burden, increasing our cost of tax compliance or otherwise adversely affecting our financial position, results of operations, cash flows and liquidity.

For example, the OECD (Organisation for Economic Co-operation and Development) has proposed a global minimum tax of 15% of reported profits (Pillar 2) that has been agreed upon in principle by over 140 countries. During 2023, many countries took steps to incorporate Pillar 2 model rule concepts into their domestic laws. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar 2 slightly differently than the model rules and on different timelines and may adjust domestic tax incentives in response to Pillar 2. Accordingly, we still are evaluating the potential consequences of Pillar 2 on our longer-term financial position.

•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.

RISKS RELATED TO INFORMATION TECHNOLOGY

	•	Changes to our outsourced software or infrastructure vendors as well as any sudden loss, breach of security, disruption or unexpected data or vendor loss associated with our information technology systems could have a material adverse effect on our business. We rely on third-party software and infrastructure to run critical accounting, project management and financial information systems. If software or infrastructure vendors decide to discontinue further development, integration or long-term maintenance support for our information systems, or there is any system interruption, delay, breach of security, loss of data or loss of a vendor, we may need to migrate some or all of our accounting, project management and financial information to other systems. Despite business continuity plans, these disruptions could increase our operational expense as well as impact the management of our business operations, which could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

	•	~~Cybersecurity attacks on or breaches of our information technology environment could result in~~~~business interruptions, remediation costs and/or legal claims~~. To protect confidential customer, vendor, financial and employee information, we employ information security measures, including cybersecurity training for all employees, that secure our information systems from cybersecurity attacks or breaches. Even with these measures, we may be subject to unauthorized access of digital data with the intent to misappropriate information, corrupt data or cause operational disruptions. If a failure of our safeguarding measures were to occur, or if software or third-party vendors that support our information technology environment are compromised, it could have a negative impact to our business and result in business interruptions, remediation costs and/or legal claims, which could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.
~~RISKS RELATED TO OUR CAPITAL STRUCTURE~~
	•	~~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 2.75% Convertible Notes or our Credit Agreement would constitute an event of default under the indenture governing our 2.75% 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 lien securing the obligations under such facility. A default under the indenture governing our 2.75% Convertible Notes could result in acceleration of the maturity of the notes. If we are unable to service our debt obligations 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 Credit Agreement and 2.75% 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 2.75% 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. 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.

	•	~~The convertible note hedge and warrant transactions may affect the value of our common stock.~~ In connection with our 2.75% Convertible Notes offering, we entered into convertible note hedge transactions with option counterparties. We also entered into warrant transactions with the option counterparties. The convertible note hedge transactions are expected generally to reduce the potential dilution to our common stock upon conversion of the 2.75% Convertible Notes and/or offset any cash payments we elect to make in excess of the principal amount of converted notes, as the case may be. However, the warrant transactions could separately have a dilutive effect on our common stock to the extent that the market price per share of our common stock exceeds the strike price of the warrants ($53.44 per share) and we deliver shares of our common stock upon exercise of such warrants instead of paying cash. Additionally, in connection with establishing their initial hedge of the convertible note hedge and warrant 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 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 convertible note hedge transactions.~~ The option counterparties are financial institutions, and we will be subject to the risk that one or more of such option counterparties may default under the convertible note hedge transactions. Our exposure to the credit risk of the option counterparties is not, and will not be, secured by any collateral. If any option counterparty becomes subject to bankruptcy or other insolvency proceedings with respect to such option counterparty’s obligations under the relevant convertible note hedge transaction, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under such transaction. 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. While all option counterparties were deemed to be of suitable financial strength on the transaction date, we can provide no assurance as to the financial stability or viability of any option counterparty.

•

~~The price of our common stock historically has been volatile.~~ Our stock price may continue to be volatile and subject to significant price and volume fluctuations in response to market and other factors, including the other factors discussed in “Risks Factors;” variations in our quarterly operating results from our expectations or those of securities analysts or investors; downward revisions in securities analysts’ estimates; and announcement by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments. In addition, the sale or the availability for sale of a large number of shares of common stock in the public market may cause the price of our common stock to decline.

•

~~Delaware law and our charter documents may impede or discourage a takeover, which could reduce the market price of our common stock.~~ We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change in control would be beneficial to our existing stockholders. In addition, our Board of Directors has the power, without stockholder approval, to designate the terms of one or more series of preferred stock and issue shares of preferred stock. The ability of our Board of Directors to create and issue a new series of preferred stock and certain provisions of Delaware law and our certificate of incorporation and bylaws could impede a merger, takeover or other business combination involving us or discourage a potential acquirer from making a tender offer for our common stock, which, under certain circumstances, could reduce the market price of our common stock.

•Changes to our outsourced software or infrastructure vendors as well as any sudden loss, breach of security, disruption or unexpected data or vendor loss associated with our information technology systems could have a material adverse effect on our business. We rely on third-party software and infrastructure to run critical accounting, project management and financial information systems. If software or infrastructure vendors decide to discontinue further development, integration or long-term maintenance support for our information systems, or there is any system interruption, delay, breach of security, loss of data or loss of a vendor, we may need to migrate some or all of our accounting, project management and financial information to other systems. These disruptions could increase our operational expense as well as impact the management of our business operations, which could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

•Cybersecurity incidents or breaches of our information technology environment could result inbusiness interruptions, remediation costs and/or legal claims. We have been and may in the future be subject to cybersecurity incidents, which may be through the use of ransomware and other forms of unauthorized access of our digital data with the intent to misappropriate information, corrupt data or cause operational disruptions.

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Additionally, the increased prevalence and use of artificial intelligence may heighten the risk that we may be subject to cybersecurity incidents in the future. If a failure of our safeguarding measures were to occur, or if software or third-party vendors that support our information technology environment are compromised, it could have a negative impact to our business and result in business interruptions, remediation costs and/or legal claims, which could have a material adverse effect on our financial position, results of operations, cash flows and liquidity.

RISKS RELATED TO OUR CAPITAL STRUCTURE

•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 2.75% Convertible Notes, our 3.75% Convertible Notes or our Credit Agreement would constitute an event of default under the indenture governing our 2.75% 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 2.75% 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 higher 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 2.75% 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 2.75% 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.

•Conversion of our 2.75% Convertible Notes and our 3.75% Convertible Notes may dilute the ownership interest of existing stockholders and may affect the trading price of our common stock. The 2.75% Convertible Notes and the 3.75% Convertible Notes are convertible into shares of our common stock at the option of the holders upon the occurrence of certain events and/or during certain periods. Upon conversion of the 2.75% Convertible Notes and the 3.75% Convertible Notes, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The issuance of shares of our common stock upon conversion of our 2.75% Convertible Notes and our 3.75% Convertible Notes may dilute the ownership interests of existing stockholders. Any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock.

•The convertible note hedge and warrant transactions related to our 2.75% Convertible Notes and the capped call transactions related to our 3.75% Convertible Notes may affect the value of our common stock. In connection with our 2.75% Convertible Notes offering, we entered into convertible note hedge transactions and warrant transactions with option counterparties. Additionally, in connection with our 3.75% Convertible Notes offering, we entered into capped call transactions with option counterparties. The convertible note hedge transactions and the capped call transactions are expected generally to reduce the potential dilution to our common stock upon conversion of the 2.75% 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, as the case may be. However, the warrant transactions could separately have a dilutive effect on our common stock to the extent that the market price per share of our common stock exceeds the strike price of the warrants ($53.44 per share)

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and we deliver shares of our common stock upon exercise of such warrants instead of paying cash. Further, if the market price per share of our common stock exceeds the cap price ($79.83) of the capped call transactions, 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 their initial hedge of the convertible note hedge and warrant transactions and 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 and the convertible note hedge 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 or convertible note hedge 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 or convertible note hedge transaction with such option counterparty, respectively. 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.

•The price of our common stock historically has been volatile. Our stock price may continue to be volatile and subject to significant price and volume fluctuations in response to market and other factors, including the other factors discussed in “Risks Factors;” variations in our quarterly operating results from our expectations or those of securities analysts or investors; downward revisions in securities analysts’ estimates; and announcement by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments. In addition, the sale or the availability for sale of a large number of shares of common stock in the public market could cause the price of our common stock to decline.

•Delaware law and our charter documents may impede or discourage a takeover, which could reduce potential increases in the market price of our common stock. We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change in control would be beneficial to our existing stockholders. In addition, our Board of Directors has the power, without stockholder approval, to designate the terms of one or more series of preferred stock and issue shares of preferred stock. The ability of our Board of Directors to create and issue a new series of preferred stock and certain provisions of Delaware law and our certificate of incorporation and bylaws could impede a merger, takeover or other business combination involving us or discourage a potential acquirer from making a tender offer for our common stock, which, under certain circumstances, could reduce potential increases in the market price of our common stock.

RISKS RELATED TO CLIMATE CHANGE

•Physical, transition and regulatory risks related to climate change could have a material adverse impact on our business, financial condition and results of operations. Physical risks related to climate change, such as changing sea levels, temperature fluctuations, severe storms, and energy, supply chain and technological disruptions, could cause delays and increases in project costs, resulting in variability in our revenue and profitability, as well as potentially adverse impacts to our operating results and financial condition. In addition, growing public concern about climate change has resulted in the increased focus of local, state, regional, national and international regulatory bodies on greenhouse gas emissions and climate change issues. Legislation to regulate greenhouse gas emissions has periodically been introduced and passed by the U.S. Congress and the legislatures of various states in which we operate, and there has been a wide-ranging policy debate, both in the United States and internationally, regarding the regulation of greenhouse gas emissions. Such policy changes, including any enactment of increasingly stringent emissions or other environmental regulations, could increase the costs of supplies or projects for us and for our clients and, in some cases, delay or even prevent a project from going

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forward, thereby potentially reducing demand for our services. Consequently, this could have a material adverse effect on our business, financial condition and results of operations.

•We may be unable to achieve our sustainability commitments and targets which could result in the loss of investors and customers, a negative impact to our stock price and damage to our reputation. We are committed to advancing our environmental, social and governance 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.

There is no assurance that we will be able to successfully implement our strategies and achieve our targets. Investors have recently increased their focus on environmental, social and governance matters, including practices related to greenhouse gas emissions and climate change. Additionally, an increasing percentage of the investment community considers sustainability factors in making investment decisions. If we are unable to meet our commitments and targets and appropriately address sustainability enhancement, we may lose investors, customers or partners, our stock price may be negatively impacted, our reputation may be negatively affected and it may be more difficult for us to compete effectively, all of which could have an adverse effect on our business, financial condition and results of operations, as well as on the price of our common stock.

The foregoing list is not all-inclusive. There can be no assurance that we have correctly identified and appropriately assessed all factors affecting our business or that the publicly available and other information with respect to these matters is complete and correct. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect us. These developments could have material adverse effects on our business, financial condition, results of operations and liquidity. For these reasons, the reader is cautioned not to place undue reliance on our forward-looking statements.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 1C. CYBERSECURITY

Our Board of Directors views the identification and effective management of cybersecurity threats as a critical component of overall risk management and oversight responsibilities and has delegated responsibility for oversight of this risk to the Audit/Compliance Committee of the Board of Directors (the "Audit Committee"). The Audit Committee oversees the management of risks arising from cybersecurity threats and regularly reports to the Board of Directors regarding cybersecurity. Our Risk Committee of the Board of Directors oversees our enterprise risk management (“ERM”) process, and cybersecurity represents an important component of our overall approach to ERM. Our cybersecurity policies, standards, processes and practices are based on recognized frameworks established by the National Institute of Standards and Technology and other applicable industry standards. In general, we seek to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on identifying, assessing, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

Risk Management and Strategy

Our cybersecurity program is focused on the following key areas:

Governance: As discussed in more detail under the heading “Governance” below, the Board of Directors’ oversight of cybersecurity risk management is supported by the Audit Committee, the Risk Committee, our Chief Information Officer (“CIO”), other members of management and management’s Cybersecurity Committee.

Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.

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Incident Response Planning: We have established and maintain an incident response plan that outlines our response in the event of a cybersecurity incident.

Third-Party Assessments:We periodically assess and test our policies, standards, processes and practices that are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. We regularly engage third parties to perform assessments on our cybersecurity measures, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to the Audit Committee and, if warranted, the Board of Directors, and we adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews.

Third-Party Risk Management: We review and evaluate material cybersecurity risks related to the use of third parties, including vendors, service providers and other external users of our systems.

Education and Awareness:We provide regular training regarding cybersecurity threats as a means to equip our employees with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.

Governance

The Audit Committee receives regular presentations and reports from management on cybersecurity risks, which address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations. The Audit Committee then provides regular reports to the Board of Directors. The Risk Committee also receives timely updates on material and potentially material cybersecurity matters from management as part of the ERM process. The Audit Committee and the Board of Directors also receive timely information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident until it has been resolved.

The CIO, who acts as our chief information security officer, leads our Cybersecurity Committee. The Cybersecurity Committee is a multidisciplinary team of corporate and operational leaders who work collaboratively to implement a program designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with our incident response plan. The Cybersecurity Committee reports to our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), Chief Operating Officer (“COO”), Senior Vice President, Human Resources ("SVP HR") and Senior Vice President and General Counsel. The CIO, working together with a team of cybersecurity professionals and third-party consultants, monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents, and reports such threats and incidents to the senior leadership team when appropriate.

Our CIO has served in various roles in information technology and information security for over 25 years, including serving as the Head of Cybersecurity for public and private companies. Our CIO holds an undergraduate degree in computer science and has attained a professional certification in Cybersecurity Governance. The Cybersecurity team (including the CIO) have a combined 80+ years of cybersecurity experience and hold multiple certifications across the cybersecurity landscape. Our CEO, CFO, COO, SVP HR and Senior Vice President and General Counsel each hold undergraduate degrees, graduate degrees or professional certifications in their respective fields, and each have significant experience managing risk.

Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and are not reasonably likely to materially affect our business strategy, results of operations or financial condition. See "Risks Related to Information Technology" in Item 1A. Risk Factors.

Item 2. PROPERTIES

Quarry Properties

In October 2018, the Securities and Exchange Commission (“SEC”) adopted amendments to modernize the property disclosure requirements for mining registrants. We are subject to the new rules beginning with our year ended December 31, 2021.

We own or lease quarry properties that contain mineral resources that we extract and process into construction materials.

As defined by the SEC, mineral resources are a concentration or occurrence of material of economic interest in or on the earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable.

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As defined by the SEC, mineral reserves are an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of a qualified person, as defined by the SEC, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

Our mineral resources and reserves are based on estimates made by qualified persons who are employees of the Company and are based primarily on geological evidence, sampling and testing and appropriate modifying factors. Amounts presented in the tables below are based on various assumptions to determine estimated economically mineable tons including site specific prices for sand and gravel and hard rock between $5 - ~~$15~~$40 per ton. The price per ton estimates use a saleable product (i.e., materials that are ready for sale) as a point of reference and are escalated over time by the Producer’s Price Index for Construction Sand, Gravel and Crushed Stone (product 1321). Pricing for aggregates tend to remain similar for long periods of time; therefore, we use current pricing to estimate prices and we reassess at least annually to verify there have not been material changes. Changes to the estimates and assumptions from those currently anticipated could have a material impact on the mineral resource and mineral reserve estimates.

As of December 31, ~~2021,~~2023, we had open pit quarry properties available for the extraction of sand, gravel and hard rock. ~~Both of our reportable segments use~~Our Materials segment uses these quarry properties to extract and process sand, gravel and hard rock into construction material for internal use in our construction projects and for sale to third parties. As of December 31, ~~2021,~~2023, we had all the permits necessary to mine and process sand, gravel and hard rock at our active quarry properties. As of December 31, ~~2021,~~2023, no individual mining operation was considered material to our business or financial condition. ~~Aggregate annual~~Annual production of aggregates for all mining properties was 1617.5 million tons, ~~14.3~~16.3 million tons, and ~~12.5~~16.0 million tons during the years ended December 31, ~~2021, 2020~~2023, 2022 and ~~2019,~~2021, respectively. The following map shows the approximate locations of our permitted quarry properties as of December 31, ~~2021:~~

2023:

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California isand Utah are the only ~~state~~states/provinces that ~~comprises~~individually comprise more than 10% of our total mining operations. The following tables present information about our quarry properties as of December 31, ~~2021, separated between California and non-California properties~~2023 (tons in millions):

Resources and Reserves for Each Product Type (tons) Percentage of Resources and Reserves Owned and Leased
State

Number of Properties

Sand & Gravel

Hard Rock

Owned(1)

Leased(2)

Acreage

California
32 462.3 286.9 59 % 41 % 10,431
Non-California
50 105.0 141.6 55 % 45 % 9,951


		Resources and Reserves for Each Product Type (tons)		Percentage of Resources and Reserves Owned and Leased
State/Province	Number of Properties	Sand & Gravel	Hard Rock	Owned (1)		Leased (2)		Acreage
California	31	475.3	285.0	58	%	42	%	10,498
Utah	10	117.3	37.4	64	%	36	%	1,497
All other states/provinces	57	187.4	187.3	53	%	47	%	14,712
Total	98	780.0	509.7	61	%	39	%	26,707

(1)Owned properties are properties we own or in which we have, or it is probable that we will have, a direct or indirect economic interest.

(2)Leases are defined as properties where we operate, or it is probable we will operate, under a lease or other legal agreement that grants us ownership or similar rights that authorize us, as principal, to sell or otherwise dispose of the mineral and includes properties that we sublease and from which we receive royalties, which are both considered immaterial. Our leases have terms which range from month-to-month to 4250 years with most including an option to renew.

The life cycle of mining sand, gravel and hard rock begins with exploration and continues through development and production. After a sand, gravel and hard rock deposit has been identified through exploration, the mine is developed before production begins. The following table presents the number of properties in each respective stage as of December 31, ~~2021~~2023 for all mining properties:

State

Exploration

Development

Production

California
9 3 20
Non-California
14 1 35

State/Province Exploration Development Production
California 8 3 20
Utah 1 2 7
All other states/provinces 11 7 39
Total 20 12 66

Mineral Resources

The table below presents information on measured, indicated and inferred mineral resources. Estimates of measured mineral resources are based on conclusive geological evidence, sampling and testing and may be converted to a proven mineral reserve or to a probable mineral reserve. Estimates of indicated mineral resources are based on adequate geological evidence, sampling and testing and may only be converted to a probable mineral reserve when sufficient evidence is identified including consideration of modifying factors such as mining, processing, economic and environmental factors. Modifying factors are the factors that a qualified person must apply to indicated and measured mineral resources and then evaluate to establish the economic viability of mineral reserves. Estimates of inferred mineral resources have significant geological uncertainty based on limited geological evidence, sampling and testing and therefore may not be converted to a mineral reserve.

As of December 31, ~~2021,~~2023, our qualified persons estimated our measured, indicated and inferred resources to be approximately ~~230.7~~277.0 million ~~tons with an average permitted life of approximately 16 years at present operating levels.~~tons. As of December 31, ~~2021,~~2023, California ~~was~~and Utah were the only individual ~~state~~states/provinces that comprised more than 10% of our total mining operations. The Wine Group and Aerojet North White Rock were the only mines that comprised 10% or more of our combined measured and indicated mineral resources for sand and gravel and the Euer Ranch was the only mine that comprised 10% or more of our combined measured and indicated mineral

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resources for hard rock. The following table presents information about our mineral resources at December 31, ~~2021~~2023 (tons in millions):

Measured Mineral Resources

Indicated Mineral Resources

Measured + Indicated Mineral Resources

Inferred Mineral Resources

Amount (tons)
Grades / qualities (1)
Amount (tons) Grades / qualities (1) Amount (tons)
Grades / qualities (1)
Amount (tons) Grades / qualities (1)
Sand and Gravel:

California

The Wine Group
— — 51.4 Sand and Gravel 51.4
Sand and Gravel
— —
Aerojet North White Rock
32.0 Sand and Gravel — — 32.0
Sand and Gravel
— —
All other California
— — 19.5 Sand and Gravel 19.5
Sand and Gravel
— —
Total California
32.0 70.9 102.9 —
Non-California
0.6 Sand and Gravel 3.0 Sand and Gravel 3.6
Sand and Gravel
— —
Total
32.6 73.9 106.5 —

Hard Rock:

California

Euer Ranch
71.7 Hard Rock — — 71.7
Hard Rock
— —
All other California
9.9 Hard Rock — — 9.9
Hard Rock
— —
Total California
81.6 — 81.6 —
Non-California
9.6 Hard Rock — — 9.6
Hard Rock
33.0 Hard Rock
Total
91.2 — 91.2 33.0
Grand Total
123.8 73.9 197.7 33.0


	Measured Mineral Resources		Indicated Mineral Resources		Measured + Indicated Mineral Resources		Inferred Mineral Resources
	Amount (tons)	Grades / qualities (1)	Amount (tons)	Grades / qualities (1)	Amount (tons)	Grades / qualities (1)	Amount (tons)	Grades / qualities (1)
Sand and Gravel:
California
The Wine Group	—	—	51.4	Sand and Gravel	51.4	Sand and Gravel	—	—
Aerojet North White Rock	32.0	Sand and Gravel	—	—	32.0	Sand and Gravel	—	—
All other California	15.4	Sand and Gravel	19.5	Sand and Gravel	34.9	Sand and Gravel	—	—
Total California	47.4	—	70.9	—	118.3	—	—	—
Utah	3.9	Sand and Gravel	—	—	3.9	Sand and Gravel	—	—
All other states/provinces	9.0	Sand and Gravel	3.0	Sand and Gravel	12.0	Sand and Gravel	8.4	Sand and Gravel
Total	60.3	—	73.9	—	134.2	—	8.4	—

Hard Rock:
California
Euer Ranch	71.7	Hard Rock	—	—	71.7	Hard Rock	—	—
All other California	9.9	Hard Rock	—	—	9.9	Hard Rock	—	—
Total California	81.6	—	—	—	81.6	—	—	—
Utah	9.6	Hard Rock	—	—	9.6	Hard Rock	—	—
All other states/provinces	10.2	Hard Rock	—	—	10.2	Hard Rock	33.0	Hard Rock
Total	101.4	—	—	—	101.4	—	33.0	—
Grand Total	161.7	—	73.9	—	235.6	—	41.4	—

(1)The grade of product produced is contingent on market needs. Sites typically sell base products that range from low to high grades including fill materials, base aggregates, hot mix aggregates and concrete aggregates.

Mineral Reserves

Mineral reserves are divided into proven and probable mineral reserves. Proven mineral reserves are the economically mineable part of a measured mineral resource and can only result from the conversion of a measured mineral resource. Proven mineral resources are determined by a qualified person through the testing of samples obtained from closely spaced subsurface drilling and/or exposed pit faces, and are sufficiently understood so that quantity, quality and engineering conditions are known with sufficient accuracy to be mined without the need for any further subsurface work. Probable mineral reserves are the economically mineable part of an indicated, and in some cases, a measured mineral resource. Probable mineral reserves are determined through the testing of samples obtained from subsurface drilling, but the sample points are too widely spaced to allow detailed prediction of quantity, quality and engineering conditions. Additional subsurface work may be needed prior to mining the reserve.

~~Modifying factors are the factors that a qualified person must apply to indicated and measured mineral resources and then evaluate in order to establish the economic viability of mineral reserves.~~

The modifying factors applied in the conversion of measured and indicated mineral resources to proven and probable mineral reserves during the year ended December 31, ~~2021~~2023 included various relevant technical and economic factors, including site infrastructure, mine design and planning, processing plant and environmental compliance and permitting. The basis of determining the modifying factors was a combination of historical experience mining aggregates and observation.

As of December 31, ~~2021,~~2023, our qualified persons estimated our proven and probable reserves to be approximately ~~765.1 million tons with an average permitted life of approximately 19 years at present operating levels.~~1.0 billion tons. Waste factors for proven and probable reserves range up to ~~45%~~44% depending on the deposit type, market characteristics and extraction feasibility. As of December 31, ~~2021,~~2023, California ~~was~~and Utah were the only individual ~~state~~states/provinces that comprised more than 10% of our total mining operations, Coalinga was the only mine that comprised 10% or more of our mineral reserves for sand and gravel and Handley Quarry was the only mine that comprised 10% or more of our mineral

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reserves for hard rock. The following table presents information about mineral reserves at December 31, ~~2021~~2023 (tons in millions):

Proven Mineral Reserves

Probable Mineral Reserves

Total Mineral Reserves

Amount (tons) Grades / qualities (1) Amount (tons) Grades / qualities (1) Amount (tons) Grades / qualities (1)
Sand and Gravel:

California

Coalinga
119.1 Sand and Gravel — — 119.1 Sand and Gravel
All other California
214.5 Sand and Gravel 25.8 Sand and Gravel 240.3 Sand and Gravel
Total California
333.6 25.8 359.4
Non-California
84.0 Sand and Gravel 17.4 Sand and Gravel 101.4 Sand and Gravel
Total
417.6 43.2 460.8

Hard Rock:

California

Handley Quarry
144.8 Hard Rock — — 144.8 Hard Rock
All other California
60.5 Hard Rock — — 60.5 Hard Rock
Total California
205.3 — 205.3
Non-California
56.6 Hard Rock 42.4 Hard Rock 99.0 Hard Rock
Total
261.9 42.4 304.3
Grand Total
679.5 85.6 765.1


	Proven Mineral Reserves		Probable Mineral Reserves		Total Mineral Reserves
	Amount (tons)	Grades / qualities (1)	Amount (tons)	Grades / qualities (1)	Amount (tons)	Grades / qualities (1)
Sand and Gravel:
California
Coalinga	116.8	Sand and Gravel	—	—	116.8	Sand and Gravel
All other California	232.6	Sand and Gravel	7.6	Sand and Gravel	240.2	Sand and Gravel
Total California	349.4	—	7.6	—	357.0	—
Utah	113.3	Sand and Gravel	0.1	Sand and Gravel	113.4	Sand and Gravel
All other states/provinces	151.8	Sand and Gravel	15.2	Sand and Gravel	167.0	Sand and Gravel
Total	614.5	—	22.9	—	637.4	—

Hard Rock:
California
Handley Quarry	144.3	Hard Rock	—	—	144.3	Hard Rock
All other California	59.1	Hard Rock	—	—	59.1	Hard Rock
Total California	203.4	—	—	—	203.4	—
Utah	27.8	Hard Rock	—	—	27.8	Hard Rock
All other states/provinces	78.5	Hard Rock	65.6	Hard Rock	144.1	Hard Rock
Total	309.7	—	65.6	—	375.3	—
Grand Total	924.2	—	88.5	—	1,012.7	—

Internal controls

Mining operations include risk in estimation of mineral reserves and mineral resources that could be impacted by unforeseen geologic circumstances, changes in regulation or changes in sales and customers. The risk that these estimates would be unreasonable based on the known information is mitigated by the following internal controls that we use in our exploration and mineral resource and mineral reserve estimation efforts:

•

quality control and quality assurance programs including management identifying the qualified person(s) with the appropriate background and qualifications to prepare the information used for disclosure purposes;

•

verification of analytical procedures including management reviewing the mineral resource and reserve report information for completeness, accuracy and appropriateness, such as categorization, inclusion of technical, economic and operational factors, discounted cash flow analysis inputs, assumptions and calculations, and mining, metallurgical, legal, environmental, social and governmental modifying factors as well as comparison of estimates to historic production and prior period estimates; and

•

~~review of disclosures to ensure compliance with requirements.~~

•quality control and quality assurance programs including management identifying the qualified person(s) with the appropriate background and qualifications to prepare the information used for disclosure purposes;

•verification of analytical procedures including management reviewing the mineral resource and reserve report information for completeness, accuracy and appropriateness, such as categorization, inclusion of technical, economic and operational factors, discounted cash flow analysis inputs, assumptions and calculations, and mining, metallurgical, legal, environmental, social and governmental modifying factors as well as comparison of estimates to historic production and prior period estimates; and

•review of disclosures to ensure compliance with requirements.

Plant Properties

We operate plants at our quarry sites to process aggregates into construction materials. Some of our sites may have more than one crushing, concrete or asphalt processing plant. The following table presents the number of plants we owned as of the respective ~~dates for continuing operations:~~

December 31,

2021

2020

Aggregate crushing plants
29 29
Asphalt concrete plants
49 49
Cement concrete batch plants
5 5
Asphalt rubber plants
5 5
Lime slurry plants
6 6

dates:


December 31,	2023	2022
Aggregate crushing plants	35	28
Asphalt concrete plants	59	48
Cement concrete batch plants	6	5
Asphalt rubber plants	4	5
Lime slurry plants	6	6

These plants are used by both of our reportable segments.

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Other Properties

The following table provides our estimate of certain information about other properties ~~for continuing operations~~ as of December 31, ~~2021:~~

Land Area (acres)
Buildings (square feet)
Office and shop space (owned and leased)
1,128 904,379

2023:


	Land Area (acres)	Buildings (square feet)
Office and shop space (owned and leased)	1,217	1,617,556

The office and shop space is used by both of our reportable segments.

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Item 3. LEGAL PROCEEDINGS

The description of the matters set forth in Note 20 of “Notes to the Consolidated Financial Statements” is incorporated herein by reference.

Item 4. MINE SAFETY DISCLOSURES

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17CFR 229.104) is included in Exhibit 95 to this Annual Report on Form 10-K.

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the New York Stock Exchange under the ticker symbol GVA. As of February ~~18, 2022, 45,875,355~~16, 2024, 43,972,294 shares of our common stock were outstanding and held by ~~675~~636 shareholders of record. We have paid quarterly cash dividends since the second quarter of 1990, and we expect to continue to do so.

The following table sets forth information regarding the repurchase of shares of our common stock during the three months ended December 31, ~~2021:~~

Period
Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (2)
October 1, 2021 through October 31, 2021
524 $ 38.36 — $ 157,165,044
November 1, 2021 through November 30, 2021
386 $ 37.14 — $ 157,165,044
December 1, 2021 through December 31, 2021
2,387 $ 38.76 — $ 157,165,044
3,297 $ 38.51 —

2023:


Period	Total number of shares purchased (1)	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs (2)
October 1, 2023 through October 31, 2023	3,454	$	36.26	—	$	231,535,405
November 1, 2023 through November 30, 2023	572	$	45.63	—	$	231,535,405
December 1, 2023 through December 31, 2023	1,451	$	50.08	—	$	231,535,405
	5,477	$	40.90	—

(1) ~~On June 2, 2021, the Company’s stockholders approved the 2021 Equity Incentive Plan, which replaced the Amended and Restated 2012 Equity Incentive Plan.~~ The number of shares purchased iswas in connection with employee tax withholding for restricted stock units vested under our ~~2012 and 2021 Equity Incentive Plans.~~

equity incentive plans.

(2) As announced on April 29, 2016, on April 7, 2016, the Board of Directors authorized us to purchase up to $200.0 million of our common stock at management's discretion (the “2016 authorization”). As part of the 2016 authorization, we established a share repurchase program to facilitate common stock repurchases. We did not purchase shares under the share purchase plan in any of the periods presented. As of December 31, 2021, $157.2 million of the 2016 authorization remained available. 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”). The 2022 authorization replaced the 2016 authorization, including the amount available for repurchase, and no further repurchases will take place under the 2016 authorization.discretion. The specific timing and amount of any future purchases will vary based on market conditions, securities law limitations and other factors.

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Performance Graph

The following graph compares the cumulative five-year total return provided to Granite Construction Incorporated’s common stockholders relative to the cumulative total returns of the S&P 500 index and the Dow Jones U.S. Heavy Construction index. The Dow Jones U.S. Heavy Construction index includes the following companies: AECOM, ~~Emcor~~APi Group ~~Inc., Mastec Inc.,~~Corporation, EMCOR Group Inc, MDU Resources Group Inc, MasTec Inc, Quanta Services ~~Inc.,~~Inc, Valmont Industries ~~Inc.~~Inc and ~~WillScot~~Willscot Mobile Mini Holdings Corp. Certain of these companies differ from Granite in that they derive more revenue and profit from non-U.S. operations and have customers in different markets. The graph tracks the

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performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, ~~2016~~2018 through December 31, ~~2021.~~

2023.

December 31,

2016

2017

2018

2019

2020

2021

Granite Construction Incorporated
$ 100.00 $ 116.44 $ 74.76 $ 52.11 $ 51.75 $ 75.96
S&P 500
$ 100.00 $ 121.83 $ 116.49 $ 153.17 $ 181.35 $ 233.41
Dow Jones U.S. Heavy Construction
$ 100.00 $ 105.37 $ 77.85 $ 104.44 $ 126.81 $ 189.88

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Granite Construction Incorporated, the S&P 500 Index

and the Dow Jones US Heavy Construction Index

*$100 invested on 12/31/18

~~Table~~ in stock or index, including reinvestment of ~~Contents~~dividends. Fiscal year ending December 31.

Item 6. RESERVED

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS

General

We deliver infrastructure solutions for public and private clients primarily in the United States. We are one of the largest diversified ~~infrastructure~~construction and construction materials companies in the United States. Within the public sector, we primarily concentrate on infrastructure projects, including the construction of streets, roads, highways, mass transit facilities, airport infrastructure, bridges, dams, power-related facilities, utilities, tunnels, water well drilling and other infrastructure-related projects. Within the private sector, we perform various services such as site preparation, mining services and infrastructure services for ~~residential development, energy development,~~ commercial and industrial sites, ~~and other facilities,~~railways, residential development, energy development, as well as provide construction management professional services.

~~During~~

Our reportable segments are the fourth quarter of 2021, the Company updated its strategy to focus on its core business capabilities, to leverage its current geographic based home markets in the civil construction and materials business and to target expansion based upon that combined strategy. Through our strategic analysis, we determined that the end markets and geographic structure of the former Water and Mineral Services operating group (“WMS”) did not align with the Company’s new strategy and the Board of Directors approved a plan to sell these businesses within the next twelve months. As a result of these actions, we classified WMSsame as held-for-sale in the consolidated balance sheets and as discontinued operations in the consolidated statements of operations as of and for the year ended December 31, 2021 and applied these changes retrospectively for all other periods presented. See Note 2 of “Notes to the Consolidated Financial Statements” for WMS financial information, which has been excluded from all other disclosures unless explicitly stated otherwise.

~~Also related to our new strategic plan, during the fourth quarter of 2021, we reorganized~~ our operating ~~groups to improve operating efficiencies~~segments and ~~better position the Company for long-term growth. In alphabetical order, our continuing business operating groups are defined as follows:~~

	•	~~California;~~
	•	Central (formerly Heavy Civil, Federal and Midwest operating groups), which primarily includes offices in Arizona (formerly in the Northwest operating group), Colorado, Florida, Illinois, Texas and Guam; and
	•	~~Mountain (formerly Northwest), which primarily includes offices in Alaska, Nevada, Utah and Washington.~~

~~In addition, we revised the financial information~~correspond with how our chief operating decision maker, or decision-making group (our “CODM”), regularly reviews financial information to allocate resources and assess ~~our~~ performance. This change is consistent with our new strategic plan and better aligns with our continuing civil construction and materials business. Our CODM now regularly reviews financial information regarding our two primary product lines, construction and materials, as well as our operating groups. We identified our CODM as our Chief Executive Officer and our Chief Operating Officer.

~~As a result of these changes, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280,~~ ~~Segment Reporting~~~~, our~~ Our reportable segments ~~which are the same as our operating segments, were changed to:~~are: Construction and Materials. The Construction segment replaces the previous Transportation, Water and Specialty reportable segments, with the composition of our Materials segment for our continuing operations remaining unchanged. These changes have been applied retrospectively for all periods presented. Our 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 / site development, mining, public safety, tunnel, solar, battery storage and other ~~power~~power-related projects. The Materials segment focuses on production of aggregates, asphalt concrete, liquid asphalt and ~~asphalt~~recycled materials production

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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.

~~On February 2, 2022,~~

In addition to reportable segments, we ~~entered into a purchase agreement with Inland Pipe Rehabilitation LLC (“IPR”)~~also review our business by operating groups. In alphabetical order, our operating groups are as follows:

•California, which is comprised of vertically integrated businesses in home markets across the state;

•Central, which includes the vertically integrated Arizona region and ~~1000097155 Ontario Inc. (“Ontario”~~regional civil construction businesses in Illinois, Florida and ~~together with IPR,~~Texas. The Central group also includes the ~~“Purchasers”), investment affiliates~~Federal division which performs civil construction across the continental United States and Guam, and the Tunnel division; and

•Mountain, which is comprised of ~~J.F. Lehman~~vertically integrated regional businesses in Alaska, Washington, Oregon, Utah and Nevada. The Mountain Group also includes national businesses in the Industrial & ~~Company. Per the terms of that agreement, the Company agreed to sell our trenchless~~Energy division, which primarily focuses on commercial solar construction projects, Water Resources, which performs water well drilling and ~~pipe~~ rehabilitation services ~~business (“Inliner”), a portion of WMS, to the Purchasers, for a purchase price of $159.7 million. The sale has been unanimously approved by the Company’s Board of Directors~~ and is subject to customary covenants and closing conditions. The transaction is expected to close in the first half of 2022. The water supply, treatment, delivery and maintenance business (“Water Resources”) andMineral Services, which performs mineral exploration drilling business (“Mineral Services”), which represent the remainder of WMS, are expected to be sold within the next twelve months. See Note 2 of “Notes to the Consolidated Financial Statements”services for ~~additional information.~~

mining clients.

The five primary economic drivers of our business are (i) the overall health of the U.S. ~~economy;~~economy including access to resources (labor, supplies and subcontractors); (ii) federal, state and local public funding levels; (iii) population growth resulting in public and private development; (iv) the need to build, replace or repair aging infrastructure; and (v) the pricing of certain commodity related products. A stagnant or declining economy will generally result in reduced demand for construction and construction materials in the private sector. This reduced demand increases competition for private sector projects and will ultimately also increase competition in the public sector as companies migrate from bidding on scarce private sector work to projects in the public sector. In addition, a stagnant or declining economy tends to produce less tax revenue for public agencies, thereby decreasing a source of funds available for spending on public infrastructure improvements. Some funding sources that have been specifically earmarked for infrastructure spending, such as diesel and gasoline taxes, are not as directly affected by a stagnant or declining economy, unless actual consumption is reduced or gasoline sales tax revenues decline consistent with fuel prices. However, even these can be temporarily at risk as federal, state and local governments take actions to balance their budgets. Conversely, increased levels of public funding as well as an expanding or robust economy will generally increase demand for our services and provide opportunities for revenue growth and margin improvement.

Critical Accounting ~~Policies and~~ Estimates

The financial statements included in “Item 8. Financial Statements and Supplementary Data” have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires management to make estimates that affect the reported amounts of assets and liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Our estimates and related judgments and assumptions are continually evaluated based on available information and experiences; however, actual amounts could differ from those estimates.

The following are our most critical accounting ~~policies and~~ estimates that involve ~~significant~~ management judgment and can have significant effects on ~~the Company’s~~our reported results of operations.

Revenue Recognition

Our revenue is primarily derived from construction contracts that can span several quarters or years in our Construction segment and from sales of construction related materials in our Materials segment. We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, and subsequently issued additional related ASUs. The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our estimates of the forecasted revenue and cost to complete each project. Cost estimates for all of our significant projects use a detailed “bottom up” approach. There are a number of factors that can contribute to changes in estimates of contract cost and profitability. The most significant of these include:

	•	~~changes in costs of labor and/or materials;~~
	•	~~subcontractor costs, availability and/or performance issues;~~
	•	~~extended overhead and other costs due to owner, weather and other delays;~~
	•	~~changes in productivity expectations;~~
	•	~~changes from original design on design-build projects;~~
	•	~~our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs;~~
	•	~~a change in the availability and proximity of equipment and materials;~~
	•	~~complexity in original design;~~
	•	~~length of time to complete the project;~~
	•	~~the availability and skill level of workers in the geographic location of the project;~~
	•	~~site conditions that differ from those assumed in the original bid;~~
	•	~~costs associated with scope changes; and~~
	•	~~the customer’s ability to properly administer the contract.~~

•changes in costs of labor and/or materials;

•subcontractor costs, availability and/or performance issues;

•extended overhead and other costs due to owner, weather and other delays;

•changes in productivity expectations;

•changes from original design on design-build projects;

•our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs;

•a change in the availability and proximity of equipment and materials;

•complexity in original design;

•length of time to complete the project;

•the availability and skill level of workers in the geographic location of the project;

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•site conditions that differ from those assumed in the original bid;

•costs associated with scope changes; and

•the customer’s ability to properly administer the contract.

The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins may cause fluctuations in gross profit and gross profit margin from period to period. Significant changes in revenue and cost estimates, particularly in our larger, more complex, multi-year projects have had, and in the future could have, a significant effect on our profitability. Due to the number of factors that can contribute to changes in estimates of contract cost and profitability, the sensitivity of reported amounts to the assumptions underlying the estimate’s calculation is not reasonably available or meaningful. However, Note 3 of “Notes to the Consolidated Financial Statements” presents the impact material revisions in estimates had on the periods covered by this report.

Goodwill

and Acquired Intangible Assets

Goodwill represents the excess of amounts paid over the fair value of net assets acquired from an acquisition. In order to determine the amount of goodwill resulting from an acquisition, we perform an assessment to determine the value of the acquired company’s tangible and identifiable intangible assets and liabilities. In our assessment, we determine whether identifiable intangible assets exist, which typically include customer relationships, backlog and trademarks/trade names. The determination of fair values of assets acquired and liabilities assumed requires us to make estimates and use valuation techniques when a market value is not readily available.

We ~~perform our~~test goodwill for impairment ~~tests~~ annually, as of November 1, for each reporting unit and more frequently when events ~~and~~occur or circumstances ~~occur~~change which suggest that ~~indicate a possible impairment of goodwill.~~goodwill should be evaluated. Examples of such events or circumstances include, but are not limited to, the following:

	•	~~a significant adverse change in the business climate;~~
	•	~~a significant adverse change in legal factors or an adverse action or assessment by a regulator;~~
	•	•a significant adverse change in the business climate; •a significant adverse change in legal factors or an adverse action or assessment by a regulator; •a more likely than not expectation that a segment or a significant portion thereof will be sold; or •the testing for recoverability of a significant asset group within the segment. Goodwill is evaluated for impairment either by assessing qualitative factors or by performing a quantitative assessment. Qualitative factors, such as overall financial performance, industry or market considerations, or other relevant events, are assessed to determine if it is more likely than not ~~expectation that a segment or a significant portion thereof will be sold; or~~
	•	~~the testing for recoverability of a significant asset group within the segment.~~

In accordance with U.S. GAAP, we can elect to perform a qualitative assessment to test a reporting unit’s goodwill for impairment or perform a quantitative impairment test. Based on a qualitative assessment, if we determine that the fair value of athe reporting ~~unit~~units is ~~more likely than not to be~~ less than ~~its~~their carrying ~~amount,~~amounts. During a quantitative ~~impairment test will be performed.~~

~~In performing a quantitative goodwill~~ impairment test, we calculate the estimated fair value of the reporting unit in which the goodwill is recorded using the discounted cash ~~flow~~flows and market multiple ~~methods. The estimated fair value is compared~~methods, and compare that amount to the carrying ~~amount of the reporting unit, including goodwill. If the fair~~ value of that reporting unit. In the ~~reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If~~event the fair value of the reporting unit is determined to be less than ~~its~~the carrying ~~amount,~~value, goodwill is impaired, and an impairment loss is recognized equal to the excess, limited to the total amount of goodwill allocated to the reporting ~~unit’s carrying amount over the fair value is recognized~~unit.

The impairment evaluation process includes, among other things, making assumptions about variables such as ~~a non-cash impairment charge.~~

~~Judgments inherent in these methods include~~ the determination of appropriate discount rates, the amount and timing of expected future cash flows, revenue and margin growth rates, and appropriate benchmark ~~companies. The cash flows~~companies, which are subject to a high degree of judgment.

There are inherent uncertainties related to each of the above listed assumptions, and our judgment in applying them. Changes in the assumptions used in our 2021 discounted cash flow model were based on five-year financial forecasts developed internally by management adjusted for market participant-based assumptions. Our discount rate assumptions are based on an assessment of the equity cost of capitalgoodwill and ~~appropriate capital structure for our reporting units. To assess for reasonableness, we compare the estimated fair values of the reporting units~~intangible assets valuations could result in impairment charges that could be material to our ~~current market capitalization. Material assumptions used~~consolidated financial statements in any given period. Note 1 of “Notes to the ~~impairment analysis included~~Consolidated Financial Statements” includes further information about our long-lived assets and goodwill including the ~~weighted average cost~~impact of ~~capital percent and terminal growth rates.~~

~~Accrued Insurance Costs~~

impairments on the periods covered by this report, which are not material. We ~~carry insurance policies to cover various risks, including general liability, automobile liability, workers compensation and employee medical expenses under which we are liable to reimburse~~have not materially changed our estimation methodology during the insurance company for certain losses. The amounts for which we are liable range from the first $0.5 million to $1.5 million per occurrence. We accrue for probable losses, both reported and unreported, that are reasonably estimable using actuarial methods based on historic trends, modified, if necessary, by recent events. The establishment of accruals for estimated losses associated with our insurance policies are based on actuarial studies that include known facts and interpretations of circumstances, including our experience with similar cases and historical trends involving claim payment patterns, pending levels of unpaid claims, claim severity, frequency patterns and changing regulatory and legal environments. Changes in our loss assumptions caused by changes in actual experience would affect our assessment of the ultimate liability and could have an effect on our operating results and financial position. A 10% increase in both the claim frequency and the average cost per claim used to estimate the accruals would result in an increase in our accrued insurance and an associated increase in expense of approximately $7.4 million. A 10% decrease in both the claim frequency and the average cost per claim would result in a decrease in our accrued insurance and an associated reduction in expense of approximately $6.7 million.

periods presented.

~~Table of Contents~~

Fair Value of Financial Assets and Liabilities: We measure and disclose certain financial assets and liabilities at fair value. ASC Topic 820,Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC Topic 820 describes three levels of inputs that may be used to measure fair value:

Contract Liabilities: Our contract liabilities consist of billings in excess of costs and estimated earnings, net of the related contract retention and provisions for losses. Billings in excess of costs and estimated earnings are billings to customers on contracts in advance of work performed, including advance payments negotiated as a contract condition. Generally, unearned project-related costs will be earned over the next twelve months. Provisions for losses are recognized in the consolidated statements of operations at the uncompleted performance obligation level for the amount of total estimated losses in the period that evidence indicates that the estimated total cost of a performance obligation exceeds its estimated total revenue.

Other Costs: Other costs, ~~included on~~net in the consolidated statements of operations ~~primarily consisted~~are expensed as they are incurred and relate to settlements of ~~$66 million~~certain legal matters and investigations, investigation-related legal fees and net acquisition and divestiture costs. In addition, these net costs included non-cash impairment charges associated with the wind down of our international Mineral Services operations in ~~net settlement charges incurred during~~ ~~2021~~ ~~as further described~~2023, a gain on sale of a business in ~~Note~~ 20. ~~Other costs also included $21.6 million~~2022 and ~~$35.6 million for the years ended~~ ~~December 31, 2021~~ ~~and~~ ~~2020,~~ ~~respectively, of non-recurring legal and accounting fees. The majority of these non-recurring fees related to the lawsuits discussed in Note~~ 20 ~~and to the Audit Committee’s independent investigation of prior-period reporting for the former Heavy Civil operating group, which was completed in early~~ ~~2021.~~ ~~The remaining other costs includes~~ personnel costs incurred in connection with our operating group reorganization during 2021 ~~and integration expenses incurred in~~ ~~2020~~ ~~and~~ ~~2019~~ ~~related to the Layne Christensen Company (“Layne”) acquisition that occurred in~~ ~~2018.~~

2. ~~Discontinued Operations~~In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and ~~Held-for-Sale~~

~~As discussed~~greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments intended to improve the effectiveness of income tax disclosures. These new disclosure requirements are effective prospectively commencing with our annual report for the year ending December 31, 2025. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

In December ~~2021,~~ 2022, we entered into a commodity swap designed as a cash flow hedge for crude oil with a notional amount of $7.0 million and a maturity date of October 31, 2023. The financial statement impacts of this swap during the years ended December 31, 2023 and 2022 were immaterial.

The following is a reconciliation of our provision for ~~(benefit from)~~ income taxes ~~on continuing operations~~ based on the Federal statutory tax rate to our effective tax rate (dollars in thousands):

~~Provision for (benefit from) income taxes of $21.0 million, ($10.2) million and ($8.1) million were allocated to discontinued operations for the years ended~~ ~~December 31, 2021,~~ ~~2020~~ ~~and~~ ~~2019,~~ ~~respectively.~~

~~The following table sets forth selected unaudited quarterly financial information for the years ended~~ ~~December 31, 2021~~ ~~and~~ ~~2020.~~~~The following unaudited quarterly financial information has been adjusted retrospectively to give effect to the discontinued operations and assets held-for-sale reclassification. See Note~~ 2 ~~for more information regarding discontinued operations and assets held-for-sale~~. This information has been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, contains all adjustments necessary for a fair statement thereof. Net income (loss) per share calculations are based on the weighted average common shares outstanding for each period presented. Accordingly, the sum of the quarterly net income (loss) per share amounts ~~may~~ ~~not~~ ~~equal the per share amount reported for the year.~~


Delaware		77-0239383
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

585 West Beach Street
Watsonville, California		95076
~~Watsonville, California~~		~~95076~~
(Address of principal executive offices)	(Zip Code)


Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.01 par value	GVA	New York Stock Exchange


PART II

Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	1730
Item 6.	[RESERVED]	1931
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1931
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2942
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	3044
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	3044
Item 9A.	CONTROLS AND PROCEDURES	3044
Item 9B.	OTHER INFORMATION	3045

Item 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	45

PART III

Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	3146
Item 11.	~~Executive Compensation~~EXECUTIVE COMPENSATION	3146
Item 12.	~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	3146
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	3146
Item 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	3146


PART IV

Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	3247
	EXHIBIT 21
	EXHIBIT 23.1
	EXHIBIT 31.1
	EXHIBIT 31.2
	EXHIBIT 32
	EXHIBIT 95
	EXHIBIT 101.INS
	EXHIBIT 101.SCH
	EXHIBIT 101.CAL
	EXHIBIT 101.DEF
	EXHIBIT 101.LAB
	EXHIBIT 101.PRE
	EXHIBIT 104

☒
x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the fiscal year ended December 31, ~~2021~~2023

☐
o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from _____ to _____


	DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

PART I

Item 1.	BUSINESS	3
Item 1A.	RISK FACTORS	912
Item 1B.	UNRESOLVED STAFF COMMENTS	1424
I tem 1C.	C Y BERSECURITY	24
Item 2.	PROPERTIES	1525
Item 3.	LEGAL PROCEEDINGS	1730
Item 4.	MINE SAFETY DISCLOSURES	1730

	•	~~increase the representation of women throughout the entire organization from 13% in 2021 to 18% by 2025;~~
	•	~~increase women in leadership from 15% in 2021 to 20% by 2025;~~
	•	~~increase persons of color in leadership from 17% in 2021 to 20% by 2025; and~~
	•	~~increase Inclusion Index based on Kincentric 2021 Survey Data from 70% in 2021 to 80% by 2025.~~

	•	~~we provide wages that are competitive and consistent with employee positions, skill levels, experience, knowledge and geographic location;~~
	•	~~we engage nationally recognized compensation and benefits consulting firms to independently evaluate the effectiveness of our executive compensation and benefit~~ Additionally, all employees are eligible for health insurance, physical, mental and financial wellness programs, ~~and to provide benchmarking against our peers. We align our executives’ long-term equity compensation with our shareholders’ interests by linking realizable pay to stock performance;~~
	•	annual increases and incentive compensation are based on merit, which is communicated to employees at the time of hiring and documented through our talent management process as part of our annual review procedures and upon internal transfer and/or promotion; and
	•	~~all employees are eligible for health and wellness insurance,~~ paid and unpaid leave, a retirement plan, life insurance and disability/accident coverage. We also offer a variety of voluntary benefits that allow employees to select the options that meet their needs, including telemedicine, paid parental leave, prescription savings solutions, a personalized health wellness program, pet insurance and a financial wellness program.

December 31,	2021	2020
Heavy construction equipment	1,633	1,558
Trucks, truck-tractors, trailers and vehicles	3,599	3,769


Name	Age	~~Age~~	Position
Kyle T. Larkin	52	50	President and Chief Executive Officer
Elizabeth L. Curtis	57	55	Executive Vice President and Chief Financial Officer
James A. Radich	65	63	Executive Vice President and Chief Operating Officer
~~James D. Richards~~ Brian A. Dowd	60	57	Senior Vice President, ~~and Group Manager~~ Construction
~~Michael G. Tatusko~~ Bradly J. Estes	45	57	Senior Vice President, ~~and Group Manager~~ Construction Materials
~~Brian A. Dowd~~ Michael G. Tatusko	59	58	Senior Vice President, ~~and Group Manager~~ Construction
Bradley J. Williams	63	Senior Vice President, Construction
Staci M. Woolsey	47	45	Chief Accounting Officer

				Resources and Reserves for Each Product Type (tons)				Percentage of Resources and Reserves Owned and Leased
State	Number of Properties		Sand & Gravel		Hard Rock		Owned(1)			Leased(2)			Acreage
California		32		462.3		286.9		59	%		41	%		10,431
Non-California		50		105.0		141.6		55	%		45	%		9,951

State	Exploration		Development		Production
California		9		3		20
Non-California		14		1		35

December 31,	2016		2017		2018		2019		2020		2021
Granite Construction Incorporated	$	100.00	$	116.44	$	74.76	$	52.11	$	51.75	$	75.96
S&P 500	$	100.00	$	121.83	$	116.49	$	153.17	$	181.35	$	233.41
Dow Jones U.S. Heavy Construction	$	100.00	$	105.37	$	77.85	$	104.44	$	126.81	$	189.88

Years Ended December 31,		2021			2020			2019
(in thousands)
Total revenue	$	3,010,053		$	3,128,879		$	2,914,877
Gross profit	$	305,556		$	304,653		$	189,785
Selling, general and administrative expenses	$	243,083		$	252,879		$	238,147
Other costs (see Note 1 of “Notes to the Consolidated Financial Statements”)	$	95,155		$	36,964		$	6,735
Gain on sales of property and equipment, net (see Note 11 of “Notes to the Consolidated Financial Statements”)	$	(33,781	)	$	(4,925	)	$	(13,373	)
Operating income (loss)	$	1,099		$	19,735		$	(41,724	)
Total other (income) expense, net	$	10,595		$	11,590		$	(1,500	)
Net income (loss) from continuing operations	$	(8,259	)	$	(1,782	)	$	(27,936	)
Net income (loss) from discontinued operations (see Note 2 of “Notes to the Consolidated Financial Statements”)	$	10,673		$	(164,399	)	$	(28,766	)
Amount attributable to non-controlling interests from continuing operations	$	7,682		$	21,064		$	(3,489	)
Net income (loss) attributable to Granite Construction Incorporated	$	10,096		$	(145,117	)	$	(60,191	)

	•	~~Asset retirement obligations - see Note 11,~~ ~~Property and Equipment, net~~
	•	~~Long-term debt and the associated interest payments – see Note 14,~~ ~~Long-Term Debt~~
	•	~~Operating lease and royalty future minimum payments - see Note 15,~~ ~~Leases~~
	•	~~Non-Qualified Deferred Compensation Plan obligations – see Note 16,~~ ~~Employee Benefit Plans~~

	•	~~$56.5 million and $58.9~~is $34.2 million and $40.4 million as of ~~December 31, 2021 and 2020, respectively, in Granite’s portion of unconsolidated construction joint venture cash and cash equivalents and~~
	•	~~$16.5 million and $10.8 million of cash and cash equivalents as of December 31, 2021 and 2020, respectively, that is included in current assets held-for-sale.~~

	2022			2023			2024			2025			2026			Thereafter			Total
Assets
Cash, cash equivalents, held-to-maturity investments	$	395,647		$	—		$	15,600		$	—		$	—		$	—		$	411,247
Weighted average interest rate		0.08	%		—	%		0.66	%		—	%		—	%		—	%		0.10	%
Liabilities
Fixed rate debt
2.75% Convertible Notes (1)	$	—		$	—		$	230,000		$	—		$	—		$	—		$	230,000
Interest rate		2.75	%		2.75	%		2.75	%		—	%		—	%		—	%		2.75	%
Credit Agreement - term loan	$	7,500		$	116,250		$	—		$	—		$	—		$	—		$	123,750
Effective interest rate (2)		4.91	%		4.91	%		—	%		—	%		—	%		—	%		4.91	%

	•	we implemented oversight, training and communication programs to reinforce: (1) our ethical standards and Code of Conduct across the Company, which emphasized, among other things, the purpose and availability of the anonymous whistleblower hotline, (2) the responsibilities and obligations of public company officers, (3) our cost forecasting processes and policies, including proper and contemporaneous documentation to support cost forecast adjustments, (4) the principles and requirements of each cost forecasting control and (5) reporting communication protocols for internal audit reports;
	•	~~we implemented additional internal controls related to cost forecasts including reviews from individuals who are independent of the operating group; and~~
	•	we took appropriate personnel actions, including separations, dismissals and changes in leadership and/or responsibilities and implemented other organizational changes, including changes in reporting structures.


Financial Statements		Page
~~Financial Statements~~		~~Page~~
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)	F-~~F-1~~1 to F-~~F-2~~3
Consolidated Balance Sheets		F-~~F-3~~4
Consolidated Statements of Operations		F-~~F-4~~5
Consolidated Statements of Comprehensive Income ~~(Loss)~~		F-~~F-5~~6
Consolidated Statements of Shareholders’ Equity		F-~~F-6~~7
Consolidated Statements of Cash Flows		F-~~F-7~~9
Notes to the Consolidated Financial Statements		F-~~F-8~~11 to F-~~F-34~~4 2
~~Quarterly Financial Data (unaudited)~~	~~F-34~~


Exhibit No.				Exhibit Description
2.1			*	Purchase Agreement, ~~and Plan of Merger~~dated February 2, 2022, by and among Layne Heavy Civil, Inc., Granite Construction International, Granite Construction Incorporated, ~~Layne Christensen Company~~Inland Pipe Rehabilitation LLC and ~~Lowercase Merger Sub Incorporated, dated as of February 13, 2018~~1000097155 Ontario Inc. [Exhibit 2.1 to the Company’s Form 8-K filed on February ~~14, 2018]~~3, 2022]
~~3.1~~ 2.2			*	Equity Purchase Agreement by and among Granite Construction Incorporated, Roberts Family Companies, Inc., Lehman-Roberts Company , Memphis Stone & Gravel Company , Patrick Nelson, as sellers’ representative, and the entities and individuals party thereto [Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 5, 2023]
3.1			*	Certificate of Incorporation of Granite Construction Incorporated, as amended [Exhibit 3.1.b to the Company’s Form 10-Q for the quarter ended June 30, 2006]
3.2			*	Certificate of Amendment to the Certificate of Incorporation of Granite Construction Incorporated [Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 9, 2023]
3.3			*	Amended and R estated Bylaws of Granite Construction Incorporated [Exhibit 3.1 to the Company’s Form 8-K filed on ~~November 15, 2011]~~ April 7, 2023 ]
4.1			*	Indenture (including Form of Note) with respect to Granite Construction Incorporated’s 2.75% Convertible Senior Notes due 2024, dated November 1, 2019, by and between Granite Construction Incorporated and Wilmington Trust, National Association, as trustee [Exhibit 4.1 to the Company’s Form 8-K filed on November 1, 2019]
4.2			*	Indenture (including Form of Note) with respect to Granite Construction Incorporated’s 3.75% Convertible Senior Notes due 2028, dated May 11, 2023, by and between Granite Construction Incorporated and Wilmington Trust, National Association, as trustee [Exhibit 4.1 to the Company’s Form 8-K filed on May 11, 2023]
4.3			*	Description of Common Stock [Exhibit 4.2 to the Company’s Form 10-K for the year ended December 31, 2019]
10.1			†***	Key Management Deferred Compensation Plan II, as amended ~~and restated [Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2010]~~
10.2			*	Form of Amended and Restated Director and Officer Indemnification Agreement [Exhibit 10.10 to the Company’s Form 10-K for the year ended December 31, 2002]
10.3			*	Granite Construction Incorporated Annual Incentive Plan ~~effective January 1, 2010, as amended~~adopted by the Board of Directors on March 30, 2022 [Exhibit ~~10.22~~10.1 to the Company’s Form ~~10-K for the year ended December 31, 2011]~~8-K filed on April 1, 2022]
10.4			*	~~Amendment No. 2 to the Granite Construction Incorporated~~Form of Annual Incentive Plan ~~effective January 1, 2012~~Participation Agreement [Exhibit ~~10.23~~10.2 to the Company’s Form ~~10-K for the year ended December 31, 2011]~~8-K filed on April 1, 2022]
10.5			*	~~Granite Construction Incorporated Long Term Incentive Plan effective January 1, 2010, as amended [Exhibit 10.24 to the Company’s Form 10-K for the year ended December 31, 2011]~~
~~10.6~~	~~***~~	~~Amendment No. 2 to the Granite Construction Incorporated Long Term Incentive Plan effective January 1, 2012 [Exhibit 10.25 to the Company’s Form 10-K for the year ended December 31, 2011]~~
~~10.7~~	~~***~~	Granite Construction Incorporated 2012 Equity Incentive Plan [Exhibit 10.1 to the Company’s Form 8-K filed on May 25, 2012]
~~10.8~~ 10.6			***	~~Form of Non-Employee Director Restricted Stock Unit Agreement effective May 22, 2012 (2012 Equity Incentive Plan) [Exhibit 10.2 to the Company’s Form 8-K filed on May 25, 2012]~~
~~10.9~~	~~***~~	Granite Construction Incorporated NEO LTIP Awards Form of Restricted Stock Unit Agreement (Vesting on Date of Grant) (2012 Equity Incentive Plan) [Exhibit 10.30 to the Company's Form 10-K for the year ended December 31, 2012]
~~10.10~~	~~***~~	Granite Construction Incorporated Form of Restricted Stock Unit Agreement (3 Year Vesting Schedule) (2012 Equity Incentive Plan) [Exhibit 10.31 to the Company's Form 10-K for the year ended December 31, 2012]

~~10.11~~	*	~~Third~~Fourth Amended and Restated Credit Agreement, dated ~~May 31, 2018~~June 2, 2022, by and among Granite Construction Incorporated, Granite Construction Company, GILC Incorporated, ~~the lenders party thereto and~~ Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and the lenders and other parties thereto [Exhibit 10.1 to the Company’s Form 8-K filed on June ~~5, 2018]~~6, 2022]
~~10.12~~ 10.7			*	~~Third~~Amendment No. 1 to Fourth Amended and Restated Credit Agreement, dated May 8, 2023, by and among the Company, Granite Construction Company, and GILC Incorporated, as borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto [Exhibit 10.1 to the Company’s Form 8-K filed on May 9, 2023]
10.8			*	Amendment No. 2 to Fourth Amended and Restated Credit Agreement, dated November 30, 2023, by and among the Company, Granite Construction Company and GILC Incorporated, as borrowers, Layne Christensen Company, as a guarantor, the lenders party thereto, and Bank of America, N.A., as administrative agent [Exhibit 10.1 to the Company’s Form 8-K filed on December 5, 2023]
10.9			*	Fourth Amended and Restated Guaranty Agreement, dated ~~May 31, 2018,~~June 2, 2022, by and among Granite Construction Incorporated, the guarantors party thereto and Bank of America, N.A., as Administrative Agent [Exhibit 10.2 to the Company’s Form 8-K filed on June ~~5, 2018]~~6, 2022]
~~10.13~~ 10.10			*	Amendment No 1 to Third Amended and Restated Credit Agreement, dated July 29, 2019, by and among the Company, Granite Construction Company, and GILC Incorporated, as borrowers, Bank of America, N.A., as Administrative Agent, and the lenders party thereto [Exhibit 10.1 to the Company’s Form 8-K filed on August 2, 2019]
~~10.14~~	*	Amendment No. 2 to Third Amended and Restated Credit Agreement, dated October 29, 2019, by and among the Company, Granite Construction Company, and GILC Incorporated, as borrowers, Bank of America, N.A., as Administrative Agent, and the lenders party thereto [Exhibit 10.1 to the Company’s Form 8-K filed on October 30, 2019]
~~10.15~~	*	Form of Bond Hedge Confirmation [Exhibit 10.1 to the Company’s Form 8-K filed on November 1, 2019]
~~10.16~~ 10.11			*	Form of Warrant Confirmation [Exhibit 10.2 to the Company’s Form 8-K filed on November 1, 2019]
~~10.17~~ 10.12			*	~~Amendment No. 3 to Third Amended and Restated Credit Agreement, dated March 26, 2020, by and among the Company, Granite Construction Company, and GILC Incorporated, as borrowers, Bank~~Form of ~~America, N.A., as Administrative Agent, and the lenders party thereto~~Capped Call Confirmation [Exhibit 10.1 to the Company’s Form ~~10-Q for the quarter ended March 31, 2020]~~8-K filed on May 11, 2023]
~~10.18~~ 10.13			†***	Executive Retention and Severance Plan III and Participation Agreement ~~[Exhibit 10.1 to the Company's Form 8-K filed on March 30, 2020]~~ ,as amended


Exhibit No.				Exhibit Description
~~10.19~~ 10.14			*	Long Term Incentive Plan, effective January 1, 2020 [Exhibit 10.2 to the Company's Form 8-K filed on March 30, 2020]
~~10.20~~ 10.15			*	LTIP Award Agreement (2020 Long Term Incentive Plan) [Exhibit 10.3 to the Company's Form 8-K filed on March 30, 2020]
~~10.21~~ 10.16			* **	Amendment No. 4 to Third Amended and Restated Credit Agreement, dated June 19, 2020, by and among the Company, Granite Construction Company, and GILC Incorporated, as borrowers, Bank of America, N.A., as Administrative Agent, and the lenders party thereto [Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2020]
~~10.22~~	~~***~~	~~Retirement and Transition Agreement dated October 20, 2020 by and between the Company and Mr. Roberts [Exhibit 10.1 to the Company’s Form 8-K filed on October 23, 2020]~~
~~10.23~~	*	Amendment No. 5 to Third Amended and Restated Credit Agreement, dated November 12, 2020, by and among the Company and certain subsidiaries of the Company, each as borrowers, the guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent [Exhibit 10.24 to the Company’s Form 10-K for the year ended December 31, 2020]
~~10.24~~	*	Amendment No. 6 to Third Amended and Restated Credit Agreement, dated February 19, 2021, by and among the Company and certain subsidiaries of the Company, each as borrowers, the guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent [Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2021]
~~10.25~~	*	~~Stipulation and Agreement of Settlement, dated as of April 29, 2021 [Exhibit 10.1 to the Company’s Form 8-K filed on April 30, 2021]~~
~~10.26~~	~~***~~	Granite Construction Incorporated 2021 Equity Incentive Plan [Exhibit 10.2 to the Company’s Form 8-K filed on June 4, 2021]
~~10.27~~ 10.17			*	Form of Non-Employee Director Restricted Stock Unit Agreement (2021 Equity Incentive Plan) [Exhibit 10.3 to the Company’s Form 8-K filed on June 4, 2021]
~~10.28~~ 10.18			*	Form of Employee Service Award Restricted Stock Unit Agreement (2021 Equity Incentive Plan) [Exhibit 10.4 to the Company’s Form 8-K filed on June 4, 2021]
~~10.29~~ 10.19			*	Form of Employee TSR Award Restricted Stock Unit Agreement (2021 Equity Incentive Plan) [Exhibit 10.5 to the Company’s Form 8-K filed on June 4, 2021]
~~10.30~~ 10.20			*	~~Separation and Transition~~Form of Executive Officer Acknowledgement & Agreement ~~dated November 14, 2021 by and between~~Pertaining to the ~~Company and Ms. Desai~~Granite Construction Incorporated Clawback Policy [Exhibit ~~10.1~~10.2 to the Company’s Form 8-K filed on ~~November 15, 2021]~~October 13, 2023]

~~Exhibit No.~~	~~Exhibit Description~~
21 10.21		† *	Notice of Pendency and Proposed Settlement of Actions [Exhibit 99.1 to the Company's Form 8-K filed on June 9, 2022]
19		†	I nsider Trading Policy
21		†	List of Subsidiaries of Granite Construction Incorporated
23.1		†	Consent of PricewaterhouseCoopers LLP
31.1		†	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		†	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		††	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
95		†	Mine Safety Disclosure
~~101.INS~~ 97		† * **	Clawback Policy [Exhibit 10.1 to the Company’s Form 8-K filed on October 13, 2023]
101.INS		†	Inline XBRL Instance Document
101.SCH		†	Inline XBRL Taxonomy Extension Schema
101.CAL		†	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		†	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		†	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		†	Inline XBRL Taxonomy Extension Presentation Linkbase
104		†	The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2023, formatted in Inline XBRL (included within the Exhibit 101 attachments).

*	~~Incorporated by reference~~
**	~~Compensatory plan or management contract~~
†	~~Filed herewith~~
††	~~Furnished herewith~~


/s/ Michael F. McNally			February ~~25, 2022~~ 22, 2024
Michael F. McNally, Chairman of the Board and Director
/s/ Kyle T. Larkin			February ~~25, 2022~~ 22, 2024
Kyle T. Larkin, President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Elizabeth L. Curtis			February ~~25, 2022~~ 22, 2024
Elizabeth L. Curtis, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Staci M. Woolsey			February ~~25, 2022~~22, 2024
Staci M. Woolsey, Chief Accounting Officer (Principal Accounting Officer)
/s/ Louis E. Caldera			February ~~25, 2022~~22, 2024
Louis E. Caldera, Director
/s/ Molly C. Campbell			February ~~25, 2022~~ 22, 2024
Molly C. Campbell, Director
/s/ David C. Darnell			February ~~25, 2022~~ 22, 2024
David C. Darnell, Director
/s/ Patricia D. Galloway			February ~~25, 2022~~ 22, 2024
Patricia D. Galloway, Director
~~/s/ David H. Kelsey~~		~~February 25, 2022~~
~~David H. Kelsey, Director~~
/s/ Alan P. Krusi		February ~~25, 2022~~22, 2024
Alan P. Krusi, Director
~~/s/ Jeffrey J. Lyash~~		~~February 25, 2022~~
~~Jeffrey J. Lyash, Director~~
/s/ Celeste B. Mastin		February ~~25, 2022~~ 22, 2024
Celeste B. Mastin, Director
/s/ Laura M. Mullen			February ~~25, 2022~~22, 2024
Laura M. Mullen, Director
~~/s/ Gaddi H. Vasquez~~	~~February 25, 2022~~
~~Gaddi H. Vasquez, Director~~


December 31,		*2021*			*2020*		December 31,	2023	2022
ASSETS
Current assets
Cash and cash equivalents ($92,783 and $74,819 related to consolidated construction joint ventures (“CCJVs”))	$	395,647		$	425,292
Receivables, net ($49,534 and $56,147 related to CCJVs)		464,588			437,558
Contract assets ($50,054 and $33,838 related to CCJVs)		145,437			132,097
Current assets
Current assets
Cash and cash equivalents ($120,224 and $102,547 related to consolidated construction joint ventures (“CCJVs”))
Cash and cash equivalents ($120,224 and $102,547 related to consolidated construction joint ventures (“CCJVs”))
Cash and cash equivalents ($120,224 and $102,547 related to consolidated construction joint ventures (“CCJVs”))
Short-term marketable securities
Receivables, net ($62,040 and $39,281 related to CCJVs)
Contract assets ($68,520 and $80,306 related to CCJVs)
Inventories		61,965			62,471
Equity in construction joint ventures		189,911			188,798
Other current assets ($8,091 and $13,252 related to CCJVs)		177,210			37,767
Current assets held-for-sale		392,641			171,263
Equity in unconsolidated construction joint ventures
Other current assets ($5,590 and $5,694 related to CCJVs)
Total current assets		1,827,399			1,455,246
Property and equipment, net ($14,920 and $23,704 related to CCJVs)		433,504			421,149
Property and equipment, net ($7,557 and $7,834 related to CCJVs)
Long-term marketable securities		15,600			5,200
Investments in affiliates		23,368			27,637
Goodwill		53,715			53,715
Intangible assets
Right of use assets		49,312			52,987
Deferred income taxes, net		24,141			43,111
Other noncurrent assets		67,888			68,847
Noncurrent assets held-for-sale		—			252,104
Total assets	$	2,494,927		$	2,379,996

LIABILITIES AND EQUITY
LIABILITIES AND EQUITY
LIABILITIES AND EQUITY
Current liabilities
Current liabilities
Current liabilities
Current maturities of long-term debt	$	8,727		$	8,278
Accounts payable ($55,012 and $53,033 related to CCJVs)		324,313			321,347
Contract liabilities ($69,328 and $79,777 related to CCJVs)		200,041			162,925
Accrued expenses and other current liabilities ($5,514 and $4,410 related to CCJVs)		452,829			381,747
Current liabilities held-for-sale		83,408			68,959
Current maturities of long-term debt
Current maturities of long-term debt
Accounts payable ($62,755 and $57,534 related to CCJVs)
Contract liabilities ($50,929 and $62,675 related to CCJVs)
Accrued expenses and other current liabilities ($5,426 and $8,451 related to CCJVs)
Total current liabilities		1,069,318			943,256
Long-term debt		331,191			330,522
Long-term lease liabilities		32,928			39,816
Deferred income taxes, net		1,856			2,022
Other long-term liabilities		64,071			62,420
Long-term liabilities held-for-sale		—			10,350
Commitments and contingencies (see Note 20)							Commitments and contingencies (see Note 20)
Equity
Preferred stock, $0.01 par value, authorized 3,000,000 shares, none outstanding		0			0
Common stock, $0.01 par value, authorized 150,000,000 shares; issued and outstanding: 45,840,260 shares as of December 31, 2021 and 45,668,541 shares as of December 31, 2020		458			457
Preferred stock, $0.01 par value, authorized 3,000,000 shares, none outstanding
Preferred stock, $0.01 par value, authorized 3,000,000 shares, none outstanding
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: 43,944,118 shares as of December 31, 2023 and 43,743,907 shares as of December 31, 2022
Additional paid-in capital		559,752			555,407
Accumulated other comprehensive loss		(3,359	)		(5,035	)
Accumulated other comprehensive income
Retained earnings		410,831			424,835
Total Granite Construction Incorporated shareholders’ equity		967,682			975,664
Non-controlling interests		27,881			15,946
Total equity		995,563			991,610
Total liabilities and equity	$	2,494,927		$	2,379,996

	*Outstanding Shares*			*Common Stock*			*Additional Paid-In Capital*			*Accumulated Other Comprehensive Income (Loss)*			*Retained Earnings*			*Total Granite Shareholders’ Equity*			*Non-controlling Interests*			*Total Equity*
Balances at December 31, 2018		46,665,889		$	467		$	564,559		$	(749	)	$	679,453		$	1,243,730		$	45,624		$	1,289,354
Net income (loss)		—			—			—			—			(60,191	)		(60,191	)		3,489			(56,702	)
Other comprehensive loss		—			—			—			(1,896	)		—			(1,896	)		—			(1,896	)
Restricted stock units (“RSU”s) vested		262,859			3			(3	)		—			—			—			—			—
Stock-based compensation expense		—			—			10,213			—			—			10,213			—			10,213
Common stock purchased for employee tax withholding for vested RSUs		(91,591	)		(1	)		(4,066	)		—			—			(4,067	)		—			(4,067	)
Shares repurchased and retired		(1,360,000	)		(13	)		(32,821	)		—			—			(32,834	)		—			(32,834	)
Dividends on common stock ($0.52 per share)		—			—			—			—			(24,166	)		(24,166	)		—			(24,166	)
Effect of adopting Accounting Standards Codification (“ASC”) Topic 842		—			—			—			—			(539	)		(539	)		—			(539	)
Sale of common stock warrant, net		—			—			10,444			—			—			10,444			—			10,444
Transactions with non-controlling interests, net		—			—			—			—			—			—			(12,168	)		(12,168	)
Other		26,648			—			981			—			(204	)		777			—			777
Balances at December 31, 2019		45,503,805			456			549,307			(2,645	)		594,353			1,141,471			36,945			1,178,416
Net loss		—			—			—			—			(145,117	)		(145,117	)		(21,064	)		(166,181	)
Other comprehensive loss		—			—			—			(2,390	)		—			(2,390	)		—			(2,390	)
RSUs vested		191,171			2			(2	)		—			—			—			—			—
Stock-based compensation expense		—			—			6,377			—			—			6,377			—			6,377
Common stock purchased for employee tax withholding for vested RSUs		(60,604	)		(1	)		(884	)		—			—			(885	)		—			(885	)
Dividends on common stock ($0.52 per share)		—			—			—			—			(23,734	)		(23,734	)		—			(23,734	)
Effect of adopting ASC Topic 326		—			—			—			—			(366	)		(366	)		—			(366	)
Transactions with non-controlling interests, net		—			—			—			—			—			—			65			65
Other		34,169			—			609			—			(301	)		308			—			308
Balances at December 31, 2020		45,668,541			457			555,407			(5,035	)		424,835			975,664			15,946			991,610
Net income (loss)		—			—			—			—			10,096			10,096			(7,682	)		2,414
Other comprehensive income		—			—			—			1,676			—			1,676			—			1,676
RSUs vested		235,234			2			(2	)		—			—			—			—			—
Stock-based compensation expense		—			—			6,407			—			—			6,407			—			6,407
Common stock purchased for employee tax withholding for vested RSUs		(68,580	)		(1	)		(2,729	)		—			—			(2,730	)		—			(2,730	)
Dividends on common stock ($0.52 per share)		—			—			—			—			(23,826	)		(23,826	)		—			(23,826	)
Transactions with non-controlling interests, net		—			—			—			—			—			—			19,617			19,617
Other		5,065			—			669			—			(274	)		395			—			395
Balances at December 31, 2021		45,840,260		$	458		$	559,752		$	(3,359	)	$	410,831		$	967,682		$	27,881		$	995,563


	Outstanding Shares	Common Stock		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Granite Shareholders’ Equity		Non-Controlling Interests		Total Equity
Balances at December 31, 2020	45,668,541	$	457	$	555,407	$	(5,035)	$	424,835	$	975,664	$	15,946	$	991,610
Net income	—	—		—		—		10,096		10,096		(7,682)		2,414
Other comprehensive income	—	—		—		1,676		—		1,676		—		1,676
RSUs vested	235,234	2		(2)		—		—		—		—		—
Repurchases of common stock (1)	(68,580)	(1)		(2,729)		—		—		(2,730)		—		(2,730)
Dividends on common stock ($0.52 per share)	—	—		—		—		(23,826)		(23,826)		—		(23,826)
Transactions with non-controlling interests, net	—	—		—		—		—		—		19,617		19,617
Stock-based compensation expense and other	5,065	—		7,076		—		(274)		6,802		—		6,802
Balances at December 31, 2021	45,840,260	$	458	$	559,752	$	(3,359)	$	410,831	$	967,682	$	27,881	$	995,563
Cumulative effect of newly adopted accounting standard (see Note 1)	—	—		(26,961)		—		10,543		(16,418)		—		(16,418)
Balances at January 1, 2022	45,840,260	$	458	$	532,791	$	(3,359)	$	421,374	$	951,264	$	27,881	$	979,145
Net income	—	—		—		—		83,302		83,302		(4,445)		78,857
Other comprehensive income	—	—		—		4,147		—		4,147		—		4,147
Repurchases of common stock (1)	(2,376,020)	(24)		(70,877)		—		—		(70,901)		—		(70,901)
RSUs vested	262,748	3		(3)		—		—		—		—		—
Dividends on common stock ($0.52 per share)	—	—		—		—		(23,292)		(23,292)		—		(23,292)
Transactions with non-controlling interests, net	—	—		—		—		—		—		8,693		8,693
Stock-based compensation expense and other	16,919	—		8,496		—		—		8,496		—		8,496
Balances at December 31, 2022	43,743,907	$	437	$	470,407	$	788	$	481,384	$	953,016	$	32,129	$	985,145

Years Ended December 31,	2021			2020			2019
Operating activities
Net income (loss)	$	2,414		$	(166,181	)	$	(56,702	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization		109,050			112,958			121,993
Amortization related to the 2.75% Convertible Notes (see Note 14)		9,448			8,693			1,425
Gain on sales of property and equipment, net (see Note 11)		(66,439	)		(6,930	)		(18,703	)
Deferred income taxes		16,600			8,817			(22,924	)
Stock-based compensation		6,407			6,377			10,213
Equity in net loss from unconsolidated joint ventures		765			51,486			120,632
Net income from affiliates		(12,586	)		(8,783	)		(11,454	)
Non-cash impairment charges (see Note 2)		0			156,690			0
Other non-cash adjustments		0			1,729			4,020
Changes in assets and liabilities:
Receivables		(11,317	)		6,840			(58,947	)
Contract assets, net		12,046			123,670			(40,084	)
Inventories		774			5,136			380
Contributions to unconsolidated construction joint ventures		(61,780	)		(50,878	)		(83,765	)
Distributions from unconsolidated construction joint ventures and affiliates		22,004			11,065			19,064
Deposit for legal settlement (see Note 20)		(129,000	)		0			0
Other assets, net		(11,969	)		(1,035	)		(3,928	)
Accounts payable		7,396			(40,999	)		140,027
Accrual for legal settlement (see Note 20)		129,000			0			0
Accrued expenses and other liabilities, net		(882	)		49,805			(9,809	)
Net cash provided by operating activities	$	21,931		$	268,460		$	111,438
Investing activities
Purchases of marketable securities		(10,000	)		(9,996	)		0
Maturities of marketable securities		0			10,000			30,000
Proceeds from called marketable securities		0			24,996			5,000
Purchases of property and equipment		(94,810	)		(93,253	)		(106,828	)
Proceeds from sales of property and equipment (see Note 11)		94,802			16,702			37,091
Cash paid to purchase business		0			0			(6,227	)
Proceeds from the sale of a business		0			5,000			0
Issuance of notes receivable, net of collection		(11,470	)		5,289			721
Other investing activities, net		0			0			(79	)
Net cash used in investing activities	$	(21,478	)	$	(41,262	)	$	(40,322	)
Financing activities
Proceeds from debt		0			50,000			105,574
Proceeds from issuance of 2.75% Convertible Notes		0			0			230,000
Proceeds from issuance of warrants		0			0			11,500
Purchase of Hedge Option, net		0			0			(37,375	)
Debt principal repayments		(8,922	)		(83,433	)		(313,150	)
Cash dividends paid		(23,804	)		(23,712	)		(24,316	)
Repurchases of common stock		(2,730	)		(885	)		(36,900	)
Contributions from non-controlling partners		20,126			11,875			68
Distributions to non-controlling partners		(9,514	)		(11,810	)		(12,235	)
Debt issuance costs		0			0			(6,507	)
Other financing activities, net		398			307			1,704
Net cash used in financing activities	$	(24,446	)	$	(57,658	)	$	(81,637	)
Net increase (decrease) in cash, cash equivalents and restricted cash		(23,993	)		169,540			(10,521	)
Cash, cash equivalents and $1,512, $5,835 and $5,825 in restricted cash at beginning of period		437,648			268,108			278,629
Cash, cash equivalents and $1,512, $1,512 and $5,835 in restricted cash at end of period	$	413,655		$	437,648		$	268,108
Less: Cash, cash equivalents and $1,512, $1,512 and $5,835 in restricted cash included in current assets held-for-sale at end of period		(18,008	)		(12,356	)		(15,763	)
Cash and cash equivalents of continuing operations at end of period	$	395,647		$	425,292		$	252,345

Supplementary Information
Right of use assets obtained in exchange for lease obligations	$	23,379		$	10,000		$	25,360
Cash paid for operating lease liabilities	$	23,203		$	21,654		$	18,660
Cash paid during the period for:
Interest	$	14,593		$	18,753		$	17,322
Income taxes	$	2,066		$	2,805		$	11,898
Other non-cash operating activities:
Performance guarantees	$	(167	)	$	350		$	(6,284	)
Non-cash investing and financing activities:
Reclassification of the equity portion of the 2.75% Convertible Notes from debt to equity (See Note 14)	$	0		$	0		$	37,375
RSUs issued, net of forfeitures	$	8,299		$	4,449		$	8,596
Dividends declared but not paid	$	5,959		$	5,937		$	5,915
Contributions from non-controlling partners	$	9,006		$	0		$	0


Cash, cash equivalents and $0, $1,512 and $1,512 in restricted cash at beginning of period	293,991		413,655		437,648
Cash, cash equivalents and $0, $0 and $1,512 in restricted cash at end of period	$	417,663	$	293,991	$	413,655

Supplementary Information
Right of use assets obtained in exchange for lease obligations	$	39,361	$	17,547	$	23,379
Cash paid during the period for:
Operating lease liabilities	$	21,458	$	22,611	$	23,203
Interest	$	15,640	$	11,511	$	14,593
Income taxes	$	15,381	$	3,768	$	2,066
Other non-cash operating activities:
Performance guarantees	$	(6,854)	$	(17,409)	$	(167)
Deferred taxes related to capped call transactions	$	13,394	$	—	$	—
Non-cash investing and financing activities:
RSUs issued, net of forfeitures	$	11,649	$	8,694	$	8,299
Dividends declared but not paid	$	5,713	$	5,687	$	5,959
Contributions from non-controlling partners	$	2,475	$	4,110	$	9,006
Accrued equipment purchases	$	152	$	5,745	$	(4,714)

	•	~~Central Group Construction~~
	•	~~Central Group Materials~~
	•	~~Mountain Group Construction~~
	•	~~Mountain Group Materials~~
	•	~~California Group Construction~~

	•	~~a significant adverse change in the business climate;~~
	•	~~a significant adverse change in legal factors or an adverse action or assessment by a regulator;~~
	•	~~a more likely than~~ ~~not~~ ~~expectation that a segment or a significant portion thereof will be sold; or~~
	•	~~the testing for recoverability of a significant asset group within the segment.~~

GRANITE CONSTRUCTION INCORPORATED

By: /s/ Elizabeth L. Curtis

Elizabeth L. Curtis

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)