[Form 4] Granite Construction Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider grant and holdings update: Celeste B. Mastin, a director of Granite Construction Inc. (GVA), was granted 1,234 restricted stock units (RSUs) on 08/12/2025 under the company’s 2024 Equity Incentive Plan. The RSUs carry a $0 purchase price and vest on May 20, 2026. Following the grant and the crediting of dividend equivalents, the reporting person’s total beneficial ownership is 17,819 shares. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person and notes a power of attorney exhibit.

Positive

• Director received 1,234 RSUs, aligning executive incentives with shareholder value through time‑based equity
• Vesting date disclosed (May 20, 2026), providing transparency on when economic interest will vest
• Total beneficial ownership provided (17,819 shares) including dividend equivalents, improving clarity on insider holdings

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received time‑based RSUs, modestly increasing alignment with shareholders but not a material change in ownership.

The grant of 1,234 RSUs is a routine, non-cash equity award typical for director compensation and retention. Vesting is time-based (May 20, 2026), which ties the director’s economic interest to future share performance. The disclosed total of 17,819 shares reflects prior holdings plus dividend equivalents; this level of ownership does not indicate a major shift in control or a material dilution event.

Corporate Governance Expert

TL;DR: Governance practice appears standard: equity grant with documented vesting and POA disclosure.

The filing documents a standard director equity grant under the 2024 Equity Incentive Plan and includes the vesting schedule and dividend equivalent credits, which is consistent with common governance and disclosure practices. The filing was executed by an attorney-in-fact and references an exhibit for power of attorney, satisfying procedural formality. No departures from typical governance disclosure norms are apparent in this Form 4.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mastin Celeste Beeks

(Last) (First) (Middle)

585 WEST BEACH STREET

(Street)

WATSONVILLE CA 95076

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GRANITE CONSTRUCTION INC [ GVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/12/2025		A		1,234(1)	A	$0	17,819(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted stock units granted pursuant to the Granite Construction Incorporated 2024 Equity Incentive Plan. Restricted stock units vest on May 20, 2026.

2. Total adjusted to include dividend equivalents (DEUs: 3 - 1/15/25; 3 - 4/15/25) credited to the Reporting Person under the dividend reinvestment feature of the Granite Construction Incorporated equity plans since the Reporting Person's last report.

Remarks:

See Exhibit for POA

	/s/ Troy Erickson, attorney-in-fact for Celeste B. Mastin	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Granite Construction (GVA) disclose on this Form 4?

The filing reports a grant of 1,234 restricted stock units (RSUs) to director Celeste B. Mastin on 08/12/2025.

When do the RSUs granted to the director vest?

The RSUs vest on May 20, 2026.

How many shares does the reporting person beneficially own after the transaction?

The Form 4 reports 17,819 shares beneficially owned following the reported transaction, which includes credited dividend equivalents.

Was there any cash purchase price for the granted RSUs?

No. The transaction lists a $0 price for the restricted stock units.

Who signed the Form 4 and is there any additional procedural disclosure?

The Form 4 was signed by an attorney-in-fact (Troy Erickson) on behalf of Celeste B. Mastin and references an exhibit for the power of attorney.