STOCK TITAN

Granite Construction (NYSE: GVA) adds George L. Nash Jr. as independent director

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Granite Construction Incorporated appointed George L. Nash, Jr. to its Board of Directors effective August 5, 2026, joining the class of directors whose terms run through the 2028 Annual Meeting of Stockholders. He will serve on the Audit/Compliance Committee and the Risk Committee.

The Board determined that Mr. Nash meets New York Stock Exchange independence requirements. As a non-employee director, he will participate in the same compensation program described in Granite Construction’s definitive proxy statement on Schedule 14A dated April 23, 2026. The company will also enter into its standard form of Director and Officer Indemnification Agreement with him and reports no related-party arrangements or transactions connected to his appointment.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Director appointment date August 5, 2026 Date George L. Nash, Jr. was appointed to the Board of Directors
Director term end 2028 Annual Meeting of Stockholders Class of directors Mr. Nash joined
Indemnification Agreement exhibit Exhibit 10.1 Form of Amended and Restated Director and Officer Indemnification Agreement
Interactive data exhibit Exhibit 104 Cover Page Interactive Data File formatted as Inline XBRL
Indemnification Agreement regulatory
"enter into its standard form of Indemnification Agreement with Mr. Nash"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Audit/Compliance Committee regulatory
"Mr. Nash will serve on the Board’s Audit/Compliance Committee"
Risk Committee regulatory
"Mr. Nash will serve on the Board’s Audit/Compliance Committee and Risk Committee"
A risk committee is a group, usually part of a company’s board or senior leadership, tasked with spotting, assessing and guiding how the company manages threats to its finances, operations and compliance—think of it as a regular safety inspection for the business. Investors care because the committee’s work influences how likely the company is to avoid big losses, regulatory trouble or surprises that can hurt earnings and share value.
Item 404(a) of Regulation S-K regulatory
"transactions involving Mr. Nash that would be required to be reported under Item 404(a) of Regulation S-K"
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What board change did Granite Construction (GVA) disclose?

Granite Construction appointed George L. Nash, Jr. as a new member of its Board of Directors effective August 5, 2026, joining the director class whose terms expire at the company’s 2028 Annual Meeting of Stockholders and expanding board oversight capacity.

Which committees will George L. Nash, Jr. serve on at Granite Construction (GVA)?

George L. Nash, Jr. will serve on Granite Construction’s Audit/Compliance Committee and its Risk Committee. These assignments place him directly in board-level oversight of the company’s financial reporting, compliance framework, and enterprise risk management processes.

Is George L. Nash, Jr. considered an independent director at Granite Construction (GVA)?

Yes. Granite Construction’s Board determined that George L. Nash, Jr. meets the independence requirements of the New York Stock Exchange listing standards, meaning he qualifies as an independent director under those rules and is not part of the company’s management team.

How will George L. Nash, Jr. be compensated as a Granite Construction (GVA) director?

As a non-employee director, George L. Nash, Jr. will receive the same compensation as other non-employee directors under Granite Construction’s director compensation program, which is described in its definitive proxy statement on Schedule 14A dated April 23, 2026.

Will Granite Construction (GVA) provide indemnification to George L. Nash, Jr.?

Granite Construction will enter into its standard form of Director and Officer Indemnification Agreement with George L. Nash, Jr. This agreement, referenced as Exhibit 10.1, provides indemnification protections customarily offered to the company’s directors and officers.
00008614598/5/2026false00008614592026-08-052026-08-05

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): August 5, 2026
 
GRANITE CONSTRUCTION INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
(State or Other Jurisdiction
of Incorporation)
1-12911
(Commission
File Number)
77-0239383
(IRS Employer
Identification No.)

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

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




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 5, 2026, the Board of Directors (the “Board”) of Granite Construction Incorporated (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed George L. Nash, Jr. as a director. Mr. Nash joined the class of directors whose terms expire at the Company’s 2028 Annual Meeting of Stockholders. Mr. Nash will serve on the Board’s Audit/Compliance Committee and Risk Committee. The Board has determined that Mr. Nash meets the independence requirements of the listing standards of the New York Stock Exchange.

As a non-employee director, Mr. Nash will receive compensation in the same manner as the Company’s other non-employee directors, which director compensation program is described under “Executive and Director Compensation and Other Matters” in the Company’s definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 23, 2026.

The Company will enter into its standard form of Indemnification Agreement (the “Indemnification Agreement”) with Mr. Nash. The Company’s form of Indemnification Agreement is attached hereto as Exhibit 10.1.

There are no arrangements or understandings between Mr. Nash and any other person pursuant to which he was selected as a director. There are no transactions involving Mr. Nash that would be required to be reported under Item 404(a) of Regulation S-K.





Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
10.1
Form of Amended and Restated Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002)
104Cover Page Interactive Data File (formatted as Inline XBRL)



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
GRANITE CONSTRUCTION INCORPORATED
By:/s/ M. Craig Hall
M. Craig Hall
Executive Vice President, Chief Legal Officer
and Secretary
 
 
Date: August 7, 2026

Filing Exhibits & Attachments

3 documents