GRANITE CONSTRUCTION INC — fact timeline

GRANITE CONSTRUCTION INC shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026 at the 2026-06-04 meeting.

“3. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026: For Against Abstain Broker Non-Votes 38,361,352 1,143,968 108,261 —”

GRANITE CONSTRUCTION INC shareholders approved Advisory vote on the compensation of the Company's named executive officers at the 2026-06-04 meeting.

“2. Advisory vote on the compensation of the Company's named executive officers: For Against Abstain Broker Non-Votes 36,462,738 324,877 57,881 2,768,085”

GRANITE CONSTRUCTION INC shareholders approved Election of three director nominees: Carlos M. Hernandez, Kyle T. Larkin, Celeste B. Mastin at the 2026-06-04 meeting.

“1. The election of three director nominees for a term set to expire at the 2029 Annual Meeting of Stockholders and until their successors are elected and qualified: Nominee For Against Abstain Broker Non-Votes Carlos M. Hernandez 35,382,639 1,430,055 32,802 2,768,085 Kyle T. Larkin 36,400,650 425,134 19,712 2,768,085 Celeste B. Mastin 34,744,741 1,983,229 117,526 2,768,085”

GRANITE CONSTRUCTION INC incurred senior notes of $600.0 million with U.S. Bank Trust Company, National Association at 6.375% per year maturing June 15, 2034.

“On June 2, 2026, Granite Construction Incorporated (the “Company”) closed its offering of $600.0 million aggregate principal amount of its 6.375% senior notes due 2034 (the “Notes”).”

GRANITE CONSTRUCTION INC entered into Indenture for 6.375% Senior Notes due 2034 with U.S. Bank Trust Company, National Association valued at $600,000,000 6.375% senior notes due 2034 (effective 2026-06-02).

“On June 2, 2026, Granite Construction Incorporated (the “Company”) closed its offering of $600.0 million aggregate principal amount of its 6.375% senior notes due 2034 (the “Notes”).”

GRANITE CONSTRUCTION INC reported fiscal year 2026 results: revenue $5.2 billion to $5.4 billion. Guidance raised.

“We are updating our 2026 fiscal year guidance as noted below: • Revenue raised to a range of $5.2 billion to $5.4 billion from a range of $4.9 billion to $5.1 billion • Adjusted EBITDA margin raised to a range of 12.25% to 13.25% from a range of 12.0% to 13.0%”

GRANITE CONSTRUCTION INC reported three months ended March 31, 2026 results: revenue $912 million, net income net loss of $42 million, EPS $(0.96) per diluted share.

“Granite Reports First Quarter 2026 Results • Q1 revenue increased 30% year-over-year to $912 million • Q1 net loss of $42 million compared to a net loss of $34 million for the same period in the prior year and adjusted net income (1) of $12 million compared to adjusted net income of $0.2 million for the same period in the prior year • Q1 diluted EPS of $(0.96) compared to diluted EPS of $(0.77) for the same period in the prior year and adjusted diluted EPS (1) of $0.26 compared to adjusted diluted EPS of $0.01 for the same period in the prior year”

GRANITE CONSTRUCTION INC entered into Exchange Agreements with a limited number of holders of the Company's outstanding 3.75% Convertible Senior Notes due 2028 valued at $100 million aggregate principal amount of the 3.75% Convertible Notes (effective 2026-02-18).

“On February 18, 2026 (the “Exchange Date”), Granite Construction Incorporated (the “Company”) entered into separate and privately negotiated agreements (the “Exchange Agreements”) with a limited number of holders of the Company’s outstanding 3.75% Convertible Senior Notes due 2028”

GRANITE CONSTRUCTION INC incurred term loan of $75.0 million with Bank of America, N.A. at SOFR plus an applicable margin initially of 1.75%.

“credit facility (the “Revolver”), (2) a $600.0 million senior secured term loan (the “Initial Term Loan”) and (3) a senior secured term loan in an aggregate amount not to exceed $75.0 million (the “Delayed Draw Term Loan” and together with the Initial Term Loan, the “Term Loans”). The Delayed Draw Term Loan may be borrowed from the closing date of the A&R Credit”

GRANITE CONSTRUCTION INC incurred term loan of $600.0 million with Bank of America, N.A. at SOFR plus an applicable margin initially of 1.75%.

“from the Sellers for $540.0 million, subject to customary closing adjustments (the “Transaction”). The purchase price was paid using a portion of the proceeds from a new $600.0 million senior secured term loan, as described further below. The Purchase Agreement contained customary representations, warranties and covenants made by each of the Sellers and the”

GRANITE CONSTRUCTION INC incurred revolving credit of $600.0 million with Bank of America, N.A. at SOFR plus an applicable margin initially of 1.75%.

“to, among other things, provide for (1) a $600.0 million senior secured revolving credit facility”

James A. Radich departed as Executive Vice President, Chief Operating Officer at GRANITE CONSTRUCTION INC.

“On May 16, 2025, James A. Radich notified Granite Construction Incorporated (the “Company”) that he will retire as the Company’s Executive Vice President, Chief Operating Officer on July 4, 2025.”

Michele Woolsey was appointed as Executive Vice President, Chief Financial Officer at GRANITE CONSTRUCTION INC.

“Ms. Woolsey’s appointment as Executive Vice President, Chief Financial Officer of Granite Construction Incorporated (the “Company”) on September 16, 2024”

Lisa Curtis departed as Executive Vice President, Chief Financial Officer at GRANITE CONSTRUCTION INC.

“On September 16, 2024, Lisa Curtis and the Company entered into a Separation and Transition Agreement (the “Agreement”).”

Carlos Hernandez was appointed as director at GRANITE CONSTRUCTION INC.

“the Board of Directors (the “ Board ”) of the Company, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Carlos Hernandez as a director.”

Staci Woolsey was appointed as Executive Vice President, Chief Financial Officer at GRANITE CONSTRUCTION INC.

“the Board of Directors of the Company approved the appointment of Staci Woolsey as the Company’s Executive Vice President, Chief Financial Officer effective September 16, 2024.”

Lisa Curtis departed as Executive Vice President, Chief Financial Officer at GRANITE CONSTRUCTION INC.

“Lisa Curtis notified Granite Construction Incorporated (the “Company”) that she will retire as the Company’s Executive Vice President, Chief Financial Officer on September 16, 2024.”

GRANITE CONSTRUCTION INC reported the quarter ended March 31, 2024 results: revenue $672 million, net income Net loss attributable to Granite Construction Incorporated totaled $31 million, EPS $(0.70) per diluted share. Guidance reaffirmed.

“be expressly set forth by specific reference in such filing. --- EX-99.1 (EX-99.1) --- Granite Reports First Quarter 2024 Results • Q1 revenue increased 20% year-over-year to $672 million • Q1 diluted EPS of $(0.70) and adjusted diluted EPS (1) of $(0.21) • Q1 operating cash flow increased $101 million year-over-year to $24 million • Reorganized operations to”

GRANITE CONSTRUCTION INC reported financial results for the three and twelve months ended December 31, 2023.

“On February 22, 2024, Granite Construction Incorporated (the “Company”) issued a press release with respect to its earnings for the three and twelve months ended December 31, 2023, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.”

GRANITE CONSTRUCTION INC incurred term loan of $150 million with Bank of America, N.A. at term SOFR plus an applicable margin of between 1.25% and 2.25% maturing 2027-06-02.

“The Amendment amended the Original Credit Agreement to, among other things, provide for a $150 million senior secured term loan (the “Term Loan”), which was fully drawn on closing.”

GRANITE CONSTRUCTION INC entered into Amendment No. 2 to Fourth Amended and Restated Credit Agreement with Bank of America, N.A. valued at $150,000,000 senior secured term loan (effective 2023-11-30).

“The Company entered into the Amendment No. 2 to Fourth Amended and Restated Credit Agreement, dated as of November 30, 2023 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 (the “Amendment”).”

GRANITE CONSTRUCTION INC entered into Equity Purchase Agreement with Roberts Family Companies, Inc. valued at $278,000,000 (effective 2023-11-30).

“On November 30, 2023, Granite Construction Incorporated, a Delaware corporation (the “Company”) entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Granite Southeast Company, a Delaware corporation and wholly owned subsidiary of the Company (the “Buyer”), Roberts Family Companies, Inc., a Tennessee corporation (the “Seller”), Lehman-Roberts Company, a Tennessee corporation and wholly owned subsidiary of the Seller (“Lehman-Roberts”), Memphis Stone & Gravel Company, a Tennessee corporation and wholly owned subsidiary of the Seller (“Memphis Stone”), certain entities and individuals specified therein that beneficially own the Seller (the “Beneficial Owners” and, together with Seller, the “Seller Parties”) and Patrick Nelson, as representative of the Seller Parties.”

GRANITE CONSTRUCTION INC reported the three and nine months ended September 30, 2023 results: revenue $1.1 billion, net income $58 million, EPS $1.13 per diluted share.

“be expressly set forth by specific reference in such filing. --- EX-99.1 (EX-99.1) --- Granite Reports Third Quarter 2023 Results • Q3 revenue increased 11% year-over-year to $1.1 billion • Q3 diluted EPS of $1.13 and adjusted diluted EPS (1) of $1.69 • Operating cash flow increased $153 million sequentially • Record Committed and Awarded Projects ("CAP") (2) of”

Jeffrey J. Lyash resigned as Director at GRANITE CONSTRUCTION INC.

“On September 12, 2023, Jeffrey J. Lyash gave the Board of Directors (the “Board”) of Granite Construction Incorporated notice of his resignation as a member of the Board, which was effective as of September 14, 2023.”

GRANITE CONSTRUCTION INC reported three months ended June 30, 2023 results: revenue $899 million, net income net loss of $17 million, EPS $(0.39) per diluted share.

“Second Quarter 2023 Results Net loss totaled $17 million, or $(0.39) per diluted share, compared to net income of $19 million, or $0.39 per diluted share, for the same period in the prior year. Net loss in the quarter was primarily attributable to a $51 million non-cash charge related to the refinancing of our convertible bonds and a $12 million charge for litigation. Adjusted net income (2) totaled $46 million, or $1.03 per diluted share, compared to adjusted net income (2) of $34 million, or $0.76 per diluted share, in the same period in the prior year. • Revenue increased $50 million to $899 million compared to $849 million in the same period in the prior year.”

GRANITE CONSTRUCTION INC: Amendment to Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty (effective 2023-06-08).

“As further described in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting of Shareholders held on June 8, 2023 (the “Annual Meeting”), the shareholders of Granite Construction Incorporated (the “Company”) approved an amendment to the Company’s Certificate of Incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer (the “Exculpation Amendment”). On June 8, 2023, the Company filed the Exculpation Amendment with the Delaware Secretary of State, which became effective on filing.”

GRANITE CONSTRUCTION INC shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 at the 2023-06-08 meeting.

“Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023: For Against Abstain 38,638,958 1,531,859 45,539”

GRANITE CONSTRUCTION INC shareholders approved Proposal to approve the Exculpation Amendment to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer at the 2023-06-08 meeting.

“Proposal to approve the Exculpation Amendment to eliminate personal liability of officers for monetary damages for breach of fiduciary duty as an officer: For Against Abstain Broker Non-Votes 31,957,311 4,217,493 66,766 3,974,786”

GRANITE CONSTRUCTION INC shareholders voted on Advisory vote on the frequency of holding an advisory vote on the compensation of the Company's named executive officers at the 2023-06-08 meeting.

“Advisory vote on the frequency of holding an advisory vote on the compensation of the Company’s named executive officers: Every One Year Every Two Years Every Three Years Abstain Broker Non-Votes 34,253,454 181,674 1,669,945 136,497 3,974,786”

GRANITE CONSTRUCTION INC shareholders approved Advisory vote on the compensation of the Company's named executive officers at the 2023-06-08 meeting.

“Advisory vote on the compensation of the Company’s named executive officers: For Against Abstain Broker Non-Votes 35,767,661 413,975 59,934 3,974,786”

GRANITE CONSTRUCTION INC shareholders approved Election of three directors at the 2023-06-08 meeting.

“1. The election of three director nominees for a term set to expire at the 2026 Annual Meeting of Shareholders and until their successors are elected and qualified: Nominee For Against Abstain Broker Non-Votes David C. Darnell 32,422,086 3,796,057 23,427 3,974,786 Kyle T. Larkin 35,925,155 287,574 28,841 3,974,786 Celeste B. Mastin 31,387,538 4,728,466 125,566 3,974,786”

GRANITE CONSTRUCTION INC incurred convertible notes of $373.75 million aggregate principal amount with qualified institutional buyers at 3.75% per year maturing May 15, 2028.

“On May 11, 2023, Granite Construction Incorporated (the “Company”) closed its offering of $373.75 million aggregate principal amount of its 3.75% convertible senior notes due 2028”

GRANITE CONSTRUCTION INC entered into Additional Capped Call Transactions with each of the option counterparties (effective 2023-05-09).

“on May 9, 2023, in connection with the initial purchasers’ exercise of their option to purchase additional Notes, the Company entered into additional capped call transactions (the “Additional Capped Call Transactions” and, together with the Base Capped Call Transactions, the “Capped Call Transactions”) with each of the option counterparties.”

GRANITE CONSTRUCTION INC entered into Capped Call Transactions with certain of the initial purchasers of the Notes or their respective affiliates and certain other financial institutions (the "option counterparties") (effective 2023-05-08).

“On May 8, 2023, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”) in connection with the offering of the Notes, with certain of the initial purchasers of the Notes or their respective affiliates and certain other financial institutions (the "option counterparties").”

GRANITE CONSTRUCTION INC entered into Indenture with Wilmington Trust, National Association valued at $373.75 million aggregate principal amount of its 3.75% convertible senior notes due 2028 (effective 2023-05-11).

“On May 11, 2023, Granite Construction Incorporated (the “Company”) closed its offering of $373.75 million aggregate principal amount of its 3.75% convertible senior notes due 2028 (the “Notes”) for gross proceeds of $373.75 million.”

GRANITE CONSTRUCTION INC amended Amendment No. 1 to Fourth Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent, and the lenders party thereto (effective 2023-05-08).

“Granite Construction Incorporated (the “Company”) entered into the Amendment No. 1 to Fourth Amended and Restated Credit Agreement, dated as of May 8, 2023, among the Company and certain subsidiaries of the Company, each as borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto (the “Amendment”).”

GRANITE CONSTRUCTION INC: Updated provisions regarding adjournment of shareholder meetings and shareholder list to align with DGCL (effective 2023-04-05).

“2. update provisions regarding the adjournment of shareholder meetings and the list of shareholders entitled to vote at a shareholder meeting, each to align with recent amendments to the Delaware General Corporation Law (“DGCL”);”

GRANITE CONSTRUCTION INC: Updated shareholder proposal resubmission thresholds to align with SEC rules (effective 2023-04-05).

“3. update the levels of shareholder support a proposal must receive to be eligible for resubmission to align with SEC rules;”

GRANITE CONSTRUCTION INC: Designated federal and Delaware state courts as exclusive forums for certain securities and corporate law claims (effective 2023-04-05).

“5. designate the federal district courts of the United States as the exclusive forum, unless the Company consents to the selection of an alternative forum, for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 (the “Federal Forum Provision”); 6. designate the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) as the exclusive forum, unless the Company consents to the selection of an alternative forum, for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a breach of a fiduciary duty owed by any director, officer or other employe”

GRANITE CONSTRUCTION INC: Enhanced disclosure and procedural requirements for shareholder director nominations, including compliance with Rule 14a-19 (effective 2023-04-05).

“1. enhance disclosure and procedural requirements in connection with shareholder director nominations, including by: i. requiring additional background information, disclosures and certifications from nominating shareholders, proposed nominees and their affiliates; ii. requiring any nominating shareholder, proposed nominee and/or their affiliates to represent as to whether they intend to solicit proxies in support of director nominees other than the Board of Directors’ nominees in accordance with Rule 14a-19 under the Securities Exchange Act of 1934 (the “Exchange Act”); iii. providing that the Company will disregard proxies or votes solicited for such shareholder’s nominees if such shareholder fails to comply with Rule 14a-19; iv. requiring that disclosures in the nominating shareholder’s notice be updated and that the nominating shareholder provide written verification of the information submitted within five business days of the Company’s request; v. requiring that the nominating sh”

Gaddi Vasquez retired as Director at GRANITE CONSTRUCTION INC.

“On March 3, 2023, Gaddi Vasquez notified the Board of Directors (the “Board”) of Granite Construction Incorporated (“Granite”) that he will retire as a director of the Board and will not seek reelection at Granite’s 2023 Annual Meeting of Stockholders”

GRANITE CONSTRUCTION INC reported financial results for the quarter and year ended December 31, 2022.

“On February 16, 2023, Granite Construction Incorporated (the “Company”) issued a press release with respect to its earnings for the quarter and year ended December 31, 2022, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.”

Staci Woolsey was appointed as Chief Accounting Officer at GRANITE CONSTRUCTION INC.

“On January 1, 2022, the Board of Directors of Granite Construction Incorporated (the “Company”) appointed Staci Woolsey as Chief Accounting Officer.”

Jigisha Desai resigned as Executive Vice President and Chief Strategy Officer at GRANITE CONSTRUCTION INC.

“Pursuant to this Agreement, Ms. Desai will (1) remain an employee of the Company and continue to serve as Executive Vice President and Chief Strategy Officer through December 6, 2021 (the “Separation Date”) and until the Separation Date, continue to receive her annual base salary at the rate in effect immediately prior to entering into the Agreement, (2) resign as Executive Vice President and Chief Strategy Officer and cease to be an employee of the Company as of the Separation Date”