Granite Construction Inc.

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on May 19, 2026, Granite Construction Incorporated (the “Company”) announced that it called the outstanding $273.7 million aggregate principal amount of the Company’s 3.75% Convertible Senior Notes due 2028 (the “2028 Notes”) for redemption. In connection with the redemption of the 2028 Notes, on August 4, 2026, the Company entered into unwind agreements (the “Unwind Agreements”) with certain financial institutions (the “Capped Call Counterparties”) to unwind and terminate in full the capped call transactions that were entered into in connection with the offering of the 2028 Notes. Pursuant to the Unwind Agreements, the Capped Call Counterparties will pay to the Company an amount of cash in respect of the capped call transactions being unwound thereunder, which amount will be determined based upon the volume-weighted average price per share of the Company’s common stock during a five-day averaging period beginning on August 4, 2026. The settlement of the Unwind Agreements and payment of the cash settlement amounts are expected to occur on or about August 11, 2026 and the Company expects to use the proceeds of the Unwind Agreements, together with cash on hand, to settle conversions of the 2028 Notes on August 12, 2026.

Item 1.02 Termination of a Material Definitive Agreement. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.