Granite (NYSE: GVA) today announced results for the quarter ended September 30, 2026.

Third Quarter 2026 Results

Net income attributable to Granite totaled $3 million, or $0.07 per diluted share, compared to net income attributable to Granite of $103 million, or $1.98 per diluted share, for the same period in the prior year. Current period net income was unfavorably impacted by $162 million of net non-operating charges associated with settling the conversions of our 3.75% convertible notes. As previously disclosed, we elected to settle the conversions of the convertible notes primarily in cash in order to limit dilution to our stockholders. The impact of the conversions and related transactions have been excluded from adjusted net income and adjusted EBITDA. Adjusted net income attributable to Granite totaled $173 million, or $3.81 per diluted share, compared to adjusted net income attributable to Granite of $124 million, or $2.70 per diluted share, for the same period in the prior year.

  • Revenue increased $333 million to $1.77 billion compared to $1.43 billion for the same period in the prior year.

  • Gross profit increased $75 million to $336 million compared to $261 million for the same period in the prior year.

  • Selling, general, and administrative (“SG&A”) expenses increased slightly to $104 million, and our SG&A as a percent of revenue improved from 7.1% in the prior year to 5.9% in the current year.

  • Adjusted EBITDA increased $67 million to $283 million compared to $216 million for the same period in the prior year.

“We delivered excellent third quarter results, reflecting strong execution across our business and continued progress on our strategy,” said Kyle Larkin, Granite President and Chief Executive Officer. “Our teams are executing at a high level, and the investments we have made to strengthen and expand our business are creating new opportunities for Granite. We continue to see attractive opportunities in our core transportation markets while expanding our capabilities and presence in federal, mission critical infrastructure, rail and other targeted end markets. Our record CAP and strong market outlook position us well as we enter 2027. We believe Granite has the people, capabilities and market position to capitalize on these opportunities and deliver profitable growth and long-term shareholder value.”

(1)

Adjusted net income, adjusted diluted earnings per share, earnings before interest, taxes, depreciation, and amortization (“EBITDA”), EBITDA margin, adjusted EBITDA, and adjusted EBITDA margin are non-GAAP measures. Please refer to the description and reconciliation of non-GAAP measures in the attached tables.

(2)

CAP is comprised of revenue we expect to record in the future on executed contracts, including 100% of our consolidated joint venture contracts and our proportionate share of unconsolidated joint venture contracts, as well as the general construction portion of construction manager/general contractor, construction manager/at risk and progressive design build contracts to the extent contract execution and funding is probable.

Nine Months Ended September 30, 2026 Results

Net loss attributable to Granite totaled $317 million, or $(7.23) per diluted share, compared to net income attributable to Granite of $141 million, or $2.83 per diluted share, for the same period in the prior year. The net loss was driven by $535 million of net non-operating charges associated with settling the conversions of our 3.75% convertible notes. The impact of the conversions and related transactions have been excluded from adjusted net income and adjusted EBITDA. Adjusted net income attributable to Granite totaled $287 million, or $6.17 per diluted share, compared to $211 million, or $4.67 per diluted share, for the same period in the prior year.

  • Revenue increased $876 million to $4.13 billion compared to $3.26 billion for the same period in the prior year.

  • Gross profit increased $141 million to $684 million compared to $543 million for the same period in the prior year.

  • SG&A expenses increased $50 million to $353 million in the current year from $303 million in the prior year, and our SG&A as a percent of revenue improved from 9.3% in the prior year to 8.5% in the current year.

  • Adjusted EBITDA increased $131 million to $527 million compared to $396 million for the same period in the prior year.

  • Year-to-date operating cash flow increased to $404 million from $290 million for the same period in the prior year.

Three and Nine Months ended September 30, 2026 (Unaudited – dollars in thousands)

Construction Segment

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

2026

 

2025

 

Change

 

2026

 

2025

 

Change

Revenue

$

1,474,017

 

$

1,162,513

 

$

311,504

 

26.8

%

$

3,447,550

 

$

2,714,557

 

$

732,993

 

27.0

%

Gross profit

$

274,339

 

$

192,346

 

$

81,993

 

42.6

%

$

575,213

 

$

431,450

 

$

143,763

 

33.3

%

Gross profit as a % of revenue

 

18.6

%

 

16.5

%

 

 

 

16.7

%

 

15.9

%

 

 

Revenue for the three and nine month periods increased year-over-year, driven by higher CAP entering the quarter and incremental revenue from acquisitions. Excluding the impact of acquisitions, revenue increased approximately 20% for the three and nine month periods, reflecting strong organic growth. Gross profit and gross profit margin for the quarter and nine month periods increased year-over-year as a result of the increase in revenue and strong execution across our project portfolio.

CAP increased $37 million sequentially to $7.5 billion, an increase of $1.1 billion year-over-year. As of September 30, 2026, Federal CAP was $1.3 billion and included $569 million of tactical infrastructure projects for U.S. Customs and Border Protection that should be substantially realized through the second quarter of 2028.

Materials Segment

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

2026

 

2025

 

Change

 

2026

 

2025

 

Change

Revenue

$

292,314

 

$

270,985

 

$

21,329

 

7.9

%

$

687,118

 

$

544,452

 

$

142,666

 

26.2

%

Gross profit

$

61,421

 

$

68,202

 

$

(6,781

)

(9.9

)%

$

109,223

 

$

112,046

 

$

(2,823

)

(2.5

)%

Gross profit as a % of revenue

 

21.0

%

 

25.2

%

 

 

 

15.9

%

 

20.6

%

 

 

Cash gross profit(1)

$

89,838

 

$

85,987

 

$

3,851

 

4.5

%

$

185,804

 

$

155,465

 

$

30,339

 

19.5

%

Cash gross profit as a % of revenue(1)

 

30.7

%

 

31.7

%

 

 

 

27.0

%

 

28.6

%

 

 

(1)

Materials segment cash gross profit and cash gross profit as a percent of revenue are non-GAAP measures. Please refer to the description and reconciliation of non-GAAP measures in the attached tables.

Revenue for the three and nine month periods increased year-over-year, driven by revenue from our recently acquired businesses. Gross profit margin and cash gross profit margin for the three and nine month periods decreased year-over-year primarily due to the margin impact of energy surcharges offsetting elevated diesel costs.

Outlook

Our 2026 fiscal year guidance is unchanged with the exception of our revenue range as noted below:

  • Revenue in a range of $5.4 billion to $5.5 billion from a range of $5.3 billion to $5.5 billion

  • Adjusted EBITDA margin in a range of 12.25% to 13.25%

  • SG&A expense as a percent of revenue in a range of 8.25% to 8.75% of revenue, inclusive of an estimated $48 million of stock-based compensation expense

  • Effective tax rate for adjusted net income in the mid-20s

  • Capital expenditures in a range of approximately $140 million to $160 million, including approximately $50 million in planned strategic materials investments.

“Our strong performance through the first nine months of 2026 reinforces our confidence in both our full-year outlook and the longer-term financial targets we are announcing today,” said Executive Vice President and Chief Financial Officer, Staci Woolsey. “At the midpoint of our updated 2026 revenue guidance, we expect approximately 15% organic revenue growth, with an additional 9% contribution from acquired companies. This organic growth is consistent with the 10% to 12% CAGR reflected in our 2029 financial targets and demonstrates the progress we are already making toward our long-term objectives. Our strong cash flow generation provides us with the financial flexibility to continue investing in organic growth while pursuing strategic opportunities through disciplined capital allocation.”

Our 2029 financial targets are summarized below:

  • Organic revenue CAGR in a range of 10% to 12%

  • Adjusted EBITDA margin in a range of 14% to 16%

  • SG&A expense as a percent of revenue of approximately 7.5%

  • Operating cash flow of approximately 13% of revenue and CAPEX of approximately 3% of revenue resulting in free cash flow of approximately 10% of revenue

  • Continued expansion through M&A with a 2.5x net leverage target

We do not provide a reconciliation of forward-looking adjusted EBITDA margin or the most directly comparable forward-looking GAAP measure of net income attributable to Granite because we cannot predict with a reasonable degree of certainty and without unreasonable efforts certain components or excluded items that are inherently uncertain and depend on various factors. For these reasons, we are unable to assess the potential significance of the unavailable information. We also do not provide a reconciliation of target net leverage ratio or the most directly comparable forward-looking GAAP measure because we cannot predict with a reasonable degree of certainty and without unreasonable efforts certain components or excluded items that are inherently uncertain and depend on various factors. For these reasons, we are unable to assess the potential significance of the unavailable information.

Conference Call

Granite will conduct a conference call today, October 29, 2026, at 8:00 a.m. Pacific Time/11:00 a.m. Eastern Time to discuss the results of the quarter ended September 30, 2026. The Company invites investors to listen to a live audio webcast of the investor conference call on its Investor Relations website, https://investor.graniteconstruction.com. The investor conference call will also be available by calling 1-877-328-5503; international callers may dial 1-412-317-5472. An archive of the webcast will be available on Granite’s Investor Relations website approximately one hour after the call. A replay will be available after the live call through November 5, 2026, by calling 1-855-669-9658, replay access code 6013263; international callers may dial 1-412-317-0088.

About Granite

Granite is America’s Infrastructure Company™. Incorporated since 1922, Granite (NYSE:GVA) is one of the largest diversified vertically-integrated civil contractors and construction materials producers in the United States. Granite’s Code of Conduct and strong Core Values guide the Company and its employees to uphold the highest ethical standards. Granite is an industry leader in safety and an award-winning firm in quality and sustainability. For more information, visit graniteconstruction.com, and connect with Granite on LinkedIn, X, Facebook and Instagram.

Forward-looking Statements

Any statements contained in this news release that are not based on historical facts, including statements regarding future events, occurrences, opportunities, circumstances, activities, performance, growth, demand, strategic plans, shareholder value, outcomes, outlook, our ability to capitalize on opportunities and deliver profitable growth and create long-term shareholder value, our ability to continue investing in organic growth while pursuing strategic opportunities through disciplined capital allocations, 2026 fiscal year guidance, including revenue, adjusted EBITDA margin, SG&A expense as a percent of revenue, including estimated stock-based compensation expense, effective tax rate, capital expenditures, including estimated planned strategic materials investments, organic revenue growth and contributions from acquisitions in 2026, 2029 financial targets, including organic revenue CAGR, adjusted EBITDA margin, SG&A expense as a percent of revenue, operating cash flow, CAPEX and free cash flow as a percent of revenue and net leverage, CAP and results constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by words such as “future,” “outlook,” “assumes,” “believes,” “expects,” “estimates,” “anticipates,” “intends,” “plans,” “appears,” “may,” “will,” “should,” “could,” “would,” “continue,” “guidance” and the negatives thereof or other comparable terminology or by the context in which they are made. These forward-looking statements are based on management’s current beliefs, assumptions and estimates, which may prove to be incorrect, and our expectations may not be realized. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our business, financial condition, results of operations, cash flows and liquidity. Such risks and uncertainties include, but are not limited to, those described in greater detail in our filings with the Securities and Exchange Commission, particularly those described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Due to the inherent risks and uncertainties associated with our forward-looking statements, the reader is cautioned not to place undue reliance on them. The reader is also cautioned that the forward-looking statements contained herein speak only as of the date of this news release and, except as required by law; we undertake no obligation to revise or update any forward-looking statements for any reason.

 

GRANITE CONSTRUCTION INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited – in thousands, except share and per share data)

 

 

 

 

 

 

 

 

 

 

 

September 30, 2026

 

December 31, 2025

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$

480,289

 

 

$

529,220

 

Short-term marketable securities

 

32,084

 

 

 

71,021

 

Receivables, net

 

953,454

 

 

 

630,392

 

Contract assets

 

297,270

 

 

 

236,879

 

Inventories

 

181,200

 

 

 

143,129

 

Equity in unconsolidated construction joint ventures

 

122,898

 

 

 

134,670

 

Other current assets

 

55,521

 

 

 

66,920

 

Total current assets

 

2,122,716

 

 

 

1,812,231

 

Property and equipment, net

 

1,331,606

 

 

 

1,260,823

 

Long-term marketable securities

 

13,018

 

 

 

49,534

 

Investments in affiliates

 

86,390

 

 

 

96,764

 

Goodwill

 

448,395

 

 

 

400,814

 

Intangible assets, net

 

202,822

 

 

 

179,548

 

Right of use assets

 

184,614

 

 

 

152,678

 

Other noncurrent assets

 

78,838

 

 

 

78,001

 

Total assets

$

4,468,399

 

 

$

4,030,393

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

Current liabilities:

 

 

 

Current maturities of long-term debt

$

381,686

 

 

$

375,896

 

Accounts payable

 

639,564

 

 

 

430,298

 

Contract liabilities

 

464,996

 

 

 

327,372

 

Accrued expenses and other current liabilities

 

419,607

 

 

 

348,179

 

Total current liabilities

 

1,905,853

 

 

 

1,481,745

 

Long-term debt

 

1,174,339

 

 

 

963,233

 

Long-term lease liabilities

 

150,641

 

 

 

125,733

 

Deferred income taxes, net

 

147,385

 

 

 

141,489

 

Other long-term liabilities

 

93,482

 

 

 

96,660

 

Commitments and contingencies

 

 

 

Equity:

 

 

 

Preferred stock, $0.01 par value, authorized 3,000,000 shares, none outstanding

 

—

 

 

 

—

 

Common stock, $0.01 par value, authorized 150,000,000 shares; issued and outstanding: 44,130,037 shares as of September 30, 2026 and 43,496,781 shares as of December 31, 2025

 

441

 

 

 

435

 

Additional paid-in capital

 

496,192

 

 

 

402,391

 

Accumulated other comprehensive income

 

8,677

 

 

 

1,581

 

Retained earnings

 

440,682

 

 

 

774,641

 

Total Granite shareholders’ equity

 

945,992

 

 

 

1,179,048

 

Non-controlling interests

 

50,707

 

 

 

42,485

 

Total equity

 

996,699

 

 

 

1,221,533

 

Total liabilities and equity

$

4,468,399

 

 

$

4,030,393

 

 

GRANITE CONSTRUCTION INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited – in thousands, except per share data)

 

 

 

 

 

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

2026

 

2025

 

2026

 

2025

Revenue

$

1,766,331

 

 

$

1,433,498

 

 

$

4,134,668

 

 

$

3,259,009

 

Cost of revenue

 

1,430,571

 

 

 

1,172,950

 

 

 

3,450,232

 

 

 

2,715,513

 

Gross profit

 

335,760

 

 

 

260,548

 

 

 

684,436

 

 

 

543,496

 

Selling, general and administrative expenses

 

104,124

 

 

 

101,645

 

 

 

352,868

 

 

 

303,443

 

Other costs, net

 

6,998

 

 

 

16,019

 

 

 

15,441

 

 

 

38,698

 

(Gain) loss on sales of property and equipment, net

 

300

 

 

 

(767

)

 

 

(3,886

)

 

 

(6,110

)

Operating income

 

224,338

 

 

 

143,651

 

 

 

320,013

 

 

 

207,465

 

Other (income) expense:

 

 

 

 

 

 

 

(Gain) loss on convertible debt transactions, net

 

(108,571

)

 

 

—

 

 

 

260,852

 

 

 

—

 

Interest income

 

(6,468

)

 

 

(5,986

)

 

 

(17,464

)

 

 

(18,015

)

Interest expense(1)

 

291,328

 

 

 

13,367

 

 

 

329,421

 

 

 

29,051

 

Equity in income of affiliates, net

 

(4,586

)

 

 

(4,946

)

 

 

(13,756

)

 

 

(9,738

)

Other income, net(2)

 

(14,522

)

 

 

(6,309

)

 

 

(18,353

)

 

 

(8,834

)

Total other (income) expense, net

 

157,181

 

 

 

(3,874

)

 

 

540,700

 

 

 

(7,536

)

Income (loss) before income taxes

 

67,157

 

 

 

147,525

 

 

 

(220,687

)

 

 

215,001

 

Provision for income taxes

 

56,766

 

 

 

38,128

 

 

 

76,895

 

 

 

53,586

 

Net income (loss)

 

10,391

 

 

 

109,397

 

 

 

(297,582

)

 

 

161,415

 

Amount attributable to non-controlling interests

 

(7,181

)

 

 

(6,468

)

 

 

(19,069

)

 

 

(20,442

)

Net income (loss) attributable to Granite

$

3,210

 

 

$

102,929

 

 

$

(316,651

)

 

$

140,973

 

 

 

 

 

 

 

 

 

Net income (loss) per share attributable to common shareholders:

 

 

 

 

 

 

 

Basic

$

0.07

 

 

$

2.35

 

 

$

(7.23

)

 

$

3.23

 

Diluted

$

0.07

 

 

$

1.98

 

 

$

(7.23

)

 

$

2.83

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

Basic

 

44,017

 

 

 

43,783

 

 

 

43,767

 

 

 

43,665

 

Diluted

 

46,258

 

 

 

53,556

 

 

 

43,767

 

 

 

52,968

 

(1)

Interest expense includes $270.2 million and $273.7 million, respectively, related to the amortization of convertible debt discount associated with the 3.75% convertible notes during the three and nine months ended September 30, 2026.

(2)

Other income, net includes a $13.5 million gain on remeasurement of previously held equity method investment during the three and nine months ended September 30, 2026.

 

GRANITE CONSTRUCTION INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited – in thousands)

 

Nine Months Ended September 30,

2026

 

2025

Operating activities:

 

 

 

Net income (loss)

$

(297,582

)

 

$

161,415

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

Depreciation, depletion and amortization

 

139,770

 

 

 

113,615

 

Amortization of debt issuance costs

 

6,230

 

 

 

3,347

 

Amortization of convertible debt discount

 

273,747

 

 

 

—

 

Loss on derivative remeasurement related to convertible notes

 

254,959

 

 

 

—

 

Convertible debt inducement expense

 

2,900

 

 

 

—

 

Gain on remeasurement of previously held equity method investment

 

(13,506

)

 

 

—

 

Gain on sales of property and equipment, net

 

(3,886

)

 

 

(6,110

)

Stock-based compensation

 

46,565

 

 

 

36,845

 

Equity in net income from unconsolidated construction joint ventures

 

(13,098

)

 

 

(5,401

)

Net income from affiliates

 

(13,756

)

 

 

(9,738

)

Other non-cash adjustments

 

(1,542

)

 

 

233

 

Changes in assets and liabilities

 

23,469

 

 

 

(4,594

)

Net cash provided by operating activities

$

404,270

 

 

$

289,612

 

Investing activities:

 

 

 

Purchases of marketable securities

 

—

 

 

 

(238,371

)

Maturities of marketable securities

 

75,795

 

 

 

70,415

 

Purchases of property and equipment

 

(89,879

)

 

 

(87,730

)

Proceeds from sales of property and equipment

 

16,576

 

 

 

10,921

 

Acquisitions of businesses, net of cash acquired

 

(184,314

)

 

 

(705,278

)

Collection of note receivable

 

24,960

 

 

 

—

 

Other investing activities

 

1,005

 

 

 

2,250

 

Net cash used in investing activities

$

(155,857

)

 

$

(947,793

)

Financing activities:

 

 

 

Proceeds from long-term debt

 

770,000

 

 

 

610,000

 

Debt repayments

 

(1,177,899

)

 

 

(10,831

)

Proceeds from unwind of capped call

 

203,773

 

 

 

—

 

Debt issuance costs

 

(9,975

)

 

 

(2,558

)

Cash dividends paid

 

(17,031

)

 

 

(17,030

)

Repurchases of common stock

 

(55,772

)

 

 

(21,600

)

Contributions from non-controlling partners

 

2,400

 

 

 

3,345

 

Distributions to non-controlling partners

 

(13,248

)

 

 

(39,625

)

Other financing activities, net

 

408

 

 

 

(46

)

Net cash provided by (used in) financing activities

$

(297,344

)

 

$

521,655

 

Net decrease in cash and cash equivalents

 

(48,931

)

 

 

(136,526

)

Cash and cash equivalents at beginning of period

 

529,220

 

 

 

578,330

 

Cash and cash equivalents at end of period

$

480,289

 

 

$

441,804

 

Non-GAAP Financial Information

The tables below contain financial information calculated other than in accordance with U.S. generally accepted accounting principles (“GAAP”). Specifically, we believe that non-GAAP financial measures such as EBITDA and EBITDA margin are useful in evaluating operating performance and are regularly used by securities analysts, institutional investors and other interested parties, and that such supplemental measures facilitate comparisons between companies that have different capital and financing structures and/or tax rates.

We are also providing adjusted EBITDA and adjusted EBITDA margin, non-GAAP measures, to indicate the impact of stock-based compensation, (gain) loss on convertible debt transactions, net, gain on remeasurement of previously held equity method investment, and other costs, net, which includes strategic acquisition and integration expenses, and in 2025 legal fees for the defense of a former company officer in his now resolved civil litigation with the Securities and Exchange Commission and reorganization costs.

We provide adjusted income before income taxes, adjusted provision for income taxes, adjusted net income attributable to Granite, adjusted diluted weighted average shares of common stock and adjusted diluted earnings per share attributable to common shareholders, non-GAAP measures, to indicate the impact of the following:

  • Acquired intangible asset amortization and acquisition-related depreciation;

  • Stock-based compensation;

  • (Gain) loss on convertible debt transactions, net;

  • Amortization of convertible debt discount;

  • Gain on remeasurement of previously held equity method investment; and

  • Other costs, net as described above.

We also provide cash gross profit and cash gross profit per ton for the materials segment and product lines to exclude the impact of non-cash costs from gross profit. Non-cash costs include depreciation, depletion and amortization, and, starting in the first quarter of 2026, unrealized gains and losses from the change in fair value of commodity derivative instruments included in cost of revenue. Cash gross profit and cash gross profit per ton are presented to illustrate the operational performance generated by the assets of the materials segment and its product lines. In addition, we exclude barge delivery revenue from our calculation of average selling price per ton to facilitate comparability with prior periods and peer companies. The acquisition of Warren Paving introduced barge delivery revenue starting in the third quarter of 2025.

We believe these additional non-GAAP financial measures are useful in evaluating operating performance, are regularly used by securities analysts, institutional investors and other interested parties, and facilitate comparisons to prior periods and between industry peer companies. Additionally, we use these non-GAAP financial measures in evaluating our performance.

We also provide free cash flow as a percent of revenue, which is calculated by subtracting CAPEX as a percent of revenue from operating cash flow as a percent of revenue. We believe free cash flow is useful for investors to evaluate our ability to generate cash from business operations.

Additionally, we provide net leverage ratio, which is calculated by subtracting cash and cash equivalents from total debt divided by adjusted EBITDA. We believe net leverage ratio is useful for investors to evaluate our debt levels and overall financial condition.

The reader is cautioned that any non-GAAP financial measures provided by us are provided in addition to, and not as alternatives for, our reported results prepared in accordance with GAAP. Items that may have a significant impact on our financial position, results of operations and cash flows must be considered when assessing our actual financial condition and performance regardless of whether these items are included in non-GAAP financial measures. The methods used by us to calculate non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures provided by us may not be comparable to similar measures provided by other companies.

GRANITE CONSTRUCTION INCORPORATED

EBITDA AND ADJUSTED EBITDA(1)

(Unaudited – dollars in thousands)

 

 

 

 

 

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

2026

 

2025

 

2026

 

2025

EBITDA:

 

 

 

 

 

 

 

Net income (loss) attributable to Granite

$

3,210

 

 

$

102,929

 

 

$

(316,651

)

 

$

140,973

 

Net income (loss) margin(2)

 

0.2

%

 

 

7.2

%

 

 

(7.7

)%

 

 

4.3

%

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization expense(3)

 

51,020

 

 

 

48,901

 

 

 

141,021

 

 

 

114,931

 

Provision for income taxes

 

56,766

 

 

 

38,128

 

 

 

76,895

 

 

 

53,586

 

Interest expense, net

 

284,860

 

 

 

7,381

 

 

 

311,957

 

 

 

11,036

 

EBITDA(1)

$

395,856

 

 

$

197,339

 

 

$

213,222

 

 

$

320,526

 

EBITDA margin(1)(2)

 

22.4

%

 

 

13.8

%

 

 

5.2

%

 

 

9.8

%

 

 

 

 

 

 

 

 

ADJUSTED EBITDA:

 

 

 

 

 

 

 

Stock-based compensation

 

2,701

 

 

 

2,214

 

 

 

50,972

 

 

 

36,845

 

(Gain) loss on convertible debt transactions, net

 

(108,571

)

 

 

—

 

 

 

260,852

 

 

 

—

 

Gain on remeasurement of previously held equity method investment

 

(13,506

)

 

 

—

 

 

 

(13,506

)

 

 

—

 

Other costs, net

 

6,998

 

 

 

16,019

 

 

 

15,441

 

 

 

38,698

 

Adjusted EBITDA(1)

$

283,478

 

 

$

215,572

 

 

$

526,981

 

 

$

396,069

 

Adjusted EBITDA margin(1)(2)

 

16.0

%

 

 

15.0

%

 

 

12.7

%

 

 

12.2

%

(1)

We define EBITDA as GAAP net income/loss attributable to Granite, adjusted for net interest expense, taxes, depreciation, depletion and amortization. Adjusted EBITDA and adjusted EBITDA margin exclude the impact of stock-based compensation, (gain) loss on convertible debt transactions, net, gain on remeasurement of previously held equity method investment, and other costs, net as described above.

(2)

Represents net income/loss, EBITDA and adjusted EBITDA divided by consolidated revenue of $1.77 billion and $1.43 billion for the three months ended September 30, 2026 and 2025, respectively, and $4.13 billion and $3.26 billion for the nine months ended September 30, 2026 and 2025, respectively.

(3)

Amount includes the sum of depreciation, depletion and amortization which are classified as cost of revenue and selling, general and administrative expenses in the condensed consolidated statements of operations.

 

GRANITE CONSTRUCTION INCORPORATED

ADJUSTED NET INCOME RECONCILIATION

(Unaudited – in thousands, except per share data)

 

 

 

 

 

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

 

2026

 

2025

 

2026

 

2025

Income (loss) before income taxes

$

67,157

 

 

$

147,525

 

 

$

(220,687

)

 

$

215,001

 

Acquired intangible asset amortization and acquisition-related depreciation

 

15,066

 

 

 

7,617

 

 

 

39,456

 

 

 

15,596

 

Stock-based compensation

 

2,701

 

 

 

2,214

 

 

 

50,972

 

 

 

36,845

 

(Gain) loss on convertible debt transactions, net

 

(108,571

)

 

 

—

 

 

 

260,852

 

 

 

—

 

Amortization of convertible debt discount

 

270,236

 

 

 

—

 

 

 

273,747

 

 

 

—

 

Gain on remeasurement of previously held equity method investment

 

(13,506

)

 

 

—

 

 

 

(13,506

)

 

 

—

 

Other costs, net

 

6,998

 

 

 

16,019

 

 

 

15,441

 

 

 

38,698

 

Adjusted income before income taxes

$

240,081

 

 

$

173,375

 

 

$

406,275

 

 

$

306,140

 

 

 

 

 

 

 

 

 

Provision for income taxes

$

56,766

 

 

$

38,128

 

 

$

76,895

 

 

$

53,586

 

Tax effect of adjusting items(1)

 

2,899

 

 

 

4,310

 

 

 

23,783

 

 

 

21,121

 

Adjusted provision for income taxes

$

59,665

 

 

$

42,438

 

 

$

100,678

 

 

$

74,707

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Granite

$

3,210

 

 

$

102,929

 

 

$

(316,651

)

 

$

140,973

 

After-tax adjusting items

 

170,025

 

 

 

21,540

 

 

 

603,179

 

 

 

70,018

 

Adjusted net income attributable to Granite

$

173,235

 

 

$

124,469

 

 

$

286,528

 

 

$

210,991

 

 

 

 

 

 

 

 

 

Diluted weighted average shares of common stock

 

46,258

 

 

 

53,556

 

 

 

43,767

 

 

 

52,968

 

Add: dilutive effect of restricted stock units and Convertible Notes

 

2,709

 

 

 

—

 

 

 

7,781

 

 

 

—

 

Less: dilutive effect of Convertible Notes(2)

 

(3,472

)

 

 

(7,457

)

 

 

(5,132

)

 

 

(7,827

)

Adjusted diluted weighted average shares of common stock

 

45,495

 

 

 

46,099

 

 

 

46,416

 

 

 

45,141

 

 

 

 

 

 

 

 

 

Diluted net income (loss) per share attributable to common shareholders

$

0.07

 

 

$

1.98

 

 

$

(7.23

)

 

$

2.83

 

After-tax adjusting items per share attributable to common shareholders

 

3.74

 

 

 

0.72

 

 

 

13.40

 

 

 

1.84

 

Adjusted diluted earnings per share attributable to common shareholders

$

3.81

 

 

$

2.70

 

 

$

6.17

 

 

$

4.67

 

(1)

The tax effect of adjusting items was calculated using our estimated annual statutory tax rate. The tax effect of adjusting items for the three and nine months ended September 30, 2026 excludes the (gain) loss on convertible debt transactions, net and amortization of convertible debt discount as they were non-tax deductible.

(2)

When calculating diluted net income/loss per share attributable to common shareholders, GAAP requires that we include potential share dilution from the convertible notes when not antidilutive. We entered into capped call transactions relating to both the 3.25% and 3.75% convertible notes to offset the dilutive impact of the convertible notes. The impact of the capped call transactions was excluded from the GAAP diluted net income/loss per share attributable to common shareholders calculation as the impact would be antidilutive. For the purpose of calculating our adjusted diluted net income per share attributable to common shareholders, the dilutive effect of the convertible notes up to the capped call price is removed to reflect the impact of the capped call transactions.

 

GRANITE CONSTRUCTION INCORPORATED

MATERIALS SEGMENT PRODUCT LINE INFORMATION

(Unaudited – in thousands, except per ton data)

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2026

 

Materials Product Line(1)

Other and Eliminations(2)

 

Total Materials Segment

Aggregate

 

Asphalt

 

 

External revenue

$

121,724

 

 

$

170,556

 

 

$

34

 

 

$

292,314

 

Internal revenue(3)

 

73,587

 

 

 

121,552

 

 

 

(195,139

)

 

 

—

 

Total Revenue

$

195,311

 

 

$

292,108

 

 

$

(195,105

)

 

$

292,314

 

 

 

 

 

 

 

 

 

Sales tons

 

8,550

 

 

 

3,222

 

 

 

 

 

Average selling price per ton(4)

$

19.29

 

 

$

90.66

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

$

33,435

 

 

$

52,033

 

 

$

(24,047

)

 

$

61,421

 

Gross profit as a % of revenue

 

17.1

%

 

 

17.8

%

 

 

NM

 

 

 

21.0

%

Gross profit per ton

$

3.91

 

 

$

16.15

 

 

 

 

 

Non-cash costs(5)

 

20,449

 

 

 

5,947

 

 

 

2,021

 

 

 

28,417

 

Cash gross profit

$

53,884

 

 

$

57,980

 

 

$

(22,026

)

 

$

89,838

 

Cash gross profit as a % of revenue

 

27.6

%

 

 

19.8

%

 

 

NM

 

 

 

30.7

%

Cash gross profit per ton

$

6.30

 

 

$

18.00

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2025

Materials Product Line(1)

Other and Eliminations(2)

 

Total Materials Segment

Aggregate

 

Asphalt

 

 

External revenue

$

100,849

 

 

$

169,290

 

 

$

846

 

 

$

270,985

 

Internal revenue(3)

 

60,649

 

 

 

100,945

 

 

 

(161,594

)

 

 

—

 

Total Revenue

$

161,498

 

 

$

270,235

 

 

$

(160,748

)

 

$

270,985

 

 

 

 

 

 

 

 

 

Sales tons

 

7,781

 

 

 

3,205

 

 

 

 

 

Average selling price per ton(4)

$

18.40

 

 

$

84.32

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

$

29,669

 

 

$

61,314

 

 

$

(22,781

)

 

$

68,202

 

Gross profit as a % of revenue

 

18.4

%

 

 

22.7

%

 

 

NM

 

 

 

25.2

%

Gross profit per ton

$

3.81

 

 

$

19.13

 

 

 

 

 

Non-cash costs(5)

 

12,873

 

 

 

4,763

 

 

 

149

 

 

 

17,785

 

Cash gross profit

$

42,542

 

 

$

66,077

 

 

$

(22,632

)

 

$

85,987

 

Cash gross profit as a % of revenue

 

26.3

%

 

 

24.5

%

 

 

NM

 

 

 

31.7

%

Cash gross profit per ton

$

5.47

 

 

$

20.62

 

 

 

 

 

NM – not meaningful

(1)

The Aggregate product line includes aggregates, barge delivery and recycled materials. The Asphalt product line includes asphalt concrete and liquid asphalt. External revenue includes freight and delivery costs that we pass along to our customers.

(2)

Represents our other product line which is comprised of immaterial amounts of products and services that are not considered core product lines, as well as eliminations of interproduct and intersegment transactions and unrealized gains and losses on commodity derivatives.

(3)

Includes both intersegment and interproduct revenues. Intersegment revenues for the three months ended September 30, 2026 and September 30, 2025 were $145.1 million and $105.6 million, respectively.

(4)

Aggregate average selling price per ton for the three months ended September 30, 2026 and September 30, 2025 was calculated by dividing total aggregate revenue of $195.3 million, less $30.4 million of revenues associated with barge delivery, or $164.9 million, by sales tons for the period and aggregate revenue of $161.5 million, less $18.3 million of revenues associated with barge delivery, or $143.2 million, by sales tons for the period, respectively.

(5)

Non-cash costs include depreciation, depletion and amortization, and, starting in the first quarter of 2026, unrealized gains and losses from the change in fair value of commodity derivative instruments included in cost of revenue. Unrealized gains and losses on commodity derivatives were immaterial in prior periods, and therefore cash gross profit for 2025 is unchanged from what was previously presented.

Nine Months Ended September 30, 2026

Materials Product Line(1)

 

Other and Eliminations(2)

 

Total Materials Segment

Aggregate

 

Asphalt

 

 

External revenue

$

328,460

 

 

$

357,858

 

 

$

800

 

 

$

687,118

 

Internal revenue(3)

 

155,927

 

 

 

253,727

 

 

 

(409,654

)

 

 

—

 

Total Revenue

$

484,387

 

 

$

611,585

 

 

$

(408,854

)

 

$

687,118

 

 

 

 

 

 

 

 

 

Sales tons

 

21,809

 

 

 

6,835

 

 

 

 

 

Average selling price per ton(4)

$

18.34

 

 

$

89.48

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

$

68,210

 

 

$

88,000

 

 

$

(46,987

)

 

$

109,223

 

Gross profit as a % of revenue

 

14.1

%

 

 

14.4

%

 

 

NM

 

 

 

15.9

%

Gross profit per ton

$

3.13

 

 

$

12.87

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash costs(5)

 

59,275

 

 

 

14,601

 

 

 

2,705

 

 

 

76,581

 

Cash gross profit

$

127,485

 

 

$

102,601

 

 

$

(44,282

)

 

$

185,804

 

Cash gross profit as a % of revenue

 

26.3

%

 

 

16.8

%

 

 

NM

 

 

 

27.0

%

Cash gross profit per ton

$

5.85

 

 

$

15.01

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2025

Materials Product Line(1)

 

Other and Eliminations(2)

 

Total Materials Segment

Aggregate

 

Asphalt

 

 

External revenue

$

200,894

 

 

$

342,353

 

 

$

1,205

 

 

$

544,452

 

Internal revenue(3)

 

125,062

 

 

 

175,309

 

 

 

(300,371

)

 

 

—

 

Total Revenue

$

325,956

 

 

$

517,662

 

 

$

(299,166

)

 

$

544,452

 

 

 

 

 

 

 

 

 

Sales tons

 

17,848

 

 

 

6,267

 

 

 

 

 

Average selling price per ton(4)

$

17.24

 

 

$

82.60

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

$

58,278

 

 

$

88,280

 

 

$

(34,512

)

 

$

112,046

 

Gross profit as a % of revenue

 

17.9

%

 

 

17.1

%

 

 

NM

 

 

 

20.6

%

Gross profit per ton

$

3.27

 

 

$

14.09

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash costs(5)

 

30,623

 

 

 

12,493

 

 

 

303

 

 

 

43,419

 

Cash gross profit

$

88,901

 

 

$

100,773

 

 

$

(34,209

)

 

$

155,465

 

Cash gross profit as a % of revenue

 

27.3

%

 

 

19.5

%

 

 

NM

 

 

 

28.6

%

Cash gross profit per ton

$

4.98

 

 

$

16.08

 

 

 

 

 

NM – not meaningful

(1)

The Aggregate product line includes aggregates, barge delivery and recycled materials. The Asphalt product line includes asphalt concrete and liquid asphalt. External revenue includes freight and delivery costs that we pass along to our customers.

(2)

Represents our other product line which is comprised of immaterial amounts of products and services that are not considered core product lines, as well as eliminations of interproduct and intersegment transactions and unrealized gains and losses on commodity derivatives.

(3)

Includes both intersegment and interproduct revenues. Intersegment revenues for the nine months ended September 30, 2026 and September 30, 2025 were $312.6 million and $189.5 million, respectively.

(4)

Aggregate average selling price per ton for the nine months ended September 30, 2026 and September 30, 2025 was calculated by dividing total aggregate revenue of $484.4 million, less $84.3 million of revenues associated with barge delivery, or $400.1 million, by sales tons for the period and aggregate revenue of $326.0 million, less $18.3 million of revenues associated with barge delivery, or $307.7 million, by sales tons for the period, respectively.

(5)

Non-cash costs include depreciation, depletion and amortization, and, starting in the first quarter of 2026, unrealized gains and losses from the change in fair value of commodity derivative instruments included in cost of revenue. Unrealized gains and losses on commodity derivatives were immaterial in prior periods, and therefore cash gross profit for 2025 is unchanged from what was previously presented.

 

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