[8-K] Granite Construction Inc. Reports Material Event

Rhea-AI Filing Summary

Granite Construction Incorporated appointed J. Timothy Romer to its Board of Directors, effective September 8, 2025. Mr. Romer joins the director class whose term expires at the company’s 2028 Annual Meeting of Stockholders and will serve on the Board’s Audit/Compliance Committee and Risk Committee. The Board determined Mr. Romer meets New York Stock Exchange independence standards. As a non-employee director, he will receive the same compensation as other non-employee directors under the company’s established director compensation program, and Granite will execute its standard form of Indemnification Agreement with him (filed as Exhibit 10.1). The filing states there are no related-person arrangements or transactions requiring disclosure.

Positive

• Independent director added to the board, supporting governance standards
• Assigned to Audit/Compliance and Risk Committees, strengthening oversight in those areas
• Board confirmed NYSE independence for the new director, aligning with listing requirements
• Standard indemnification and compensation apply, consistent with existing director arrangements

Negative

• None.

Insights

Corporate Governance Expert

Appointment strengthens independent oversight on audit and risk committees.

The addition of J. Timothy Romer to the board adds an independent director who will participate on the Audit/Compliance and Risk committees, roles that are central to financial oversight and enterprise risk management. The Board explicitly found him to meet NYSE independence standards, which supports regulatory and governance norms for board composition.

Key dependencies include the committee assignments becoming active at the next committee meeting and the company executing its standard Indemnification Agreement. Investors may note the term alignment with the director class expiring at the 2028 Annual Meeting as the near-term period for potential board continuity or change.

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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): September 8, 2025

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 class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value			GVA			New 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 September 8, 2025, the Board of Directors (the “Board”) of Granite Construction Incorporated (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee, appointed J. Timothy Romer as a director. Mr. Romer joined the class of directors whose terms expire at the Company’s 2028 Annual Meeting of Stockholders. Mr. Romer will serve on the Board’s Audit/Compliance Committee and Risk Committee. The Board has determined that Mr. Romer meets the independence requirements of the listing standards of the New York Stock Exchange.

As a non-employee director, Mr. Romer 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 24, 2025.

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

There are no arrangements or understandings between Mr. Romer and any other person pursuant to which he was selected as a director. There are no transactions involving Mr. Romer 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)

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: September 8, 2025

FAQ

Who did Granite Construction (GVA) appoint to its board?

Granite appointed J. Timothy Romer as a director, effective September 8, 2025.

What director class and term does J. Timothy Romer join at Granite (GVA)?

Mr. Romer joined the class of directors whose term expires at the company’s 2028 Annual Meeting of Stockholders.

Which committees will the new director serve on at Granite (GVA)?

He will serve on the Board’s Audit/Compliance Committee and Risk Committee.

Is the new director considered independent under exchange rules?

Yes. The Board determined that Mr. Romer meets the independence requirements of the New York Stock Exchange.

Will Granite pay special compensation to the new director?

No. As a non-employee director, he will receive compensation the same way as other non-employee directors under the company’s existing director compensation program.

Are there any related-party transactions or arrangements tied to the appointment?

The filing states there are no arrangements, understandings, or transactions involving Mr. Romer that require disclosure under Item 404(a) of Regulation S-K.