[Form 4] Granite Construction Inc. Insider Trading Activity

Rhea-AI Filing Summary

Brian R. Dowd, Senior Vice President of Granite Construction Inc. (GVA), reported the automatic sale of 2,025 shares of the issuer's common stock on 08/28/2025 at a reported price of $110.16 per share. The filing states the sale occurred pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on 11/19/2024. After the transaction, Mr. Dowd is reported to beneficially own 14,685 shares directly and 5,269.5 shares indirectly through an ESOP. The Form 4 was signed on behalf of the reporting person by an attorney-in-fact, Troy Erickson, on 08/28/2025. The disclosure shows a routine insider disposition under a pre-established plan and provides the specific share counts and sale price.

Positive

• Transaction executed under a Rule 10b5-1 plan, which helps mitigate concerns about opportunistic insider timing
• Clear disclosure of post-transaction holdings: 14,685 shares direct and 5,269.5 shares indirect (ESOP)

Negative

• Insider sold 2,025 shares, reducing the reporting person's direct ownership
• Sale occurred at $110.16, representing a realized disposition of insider-held stock

Insights

Corporate Governance Expert

TL;DR: Routine, pre-planned insider sale under a 10b5-1 plan; transparency maintained but reduces executive's direct stake.

The Form 4 documents an automatic disposition executed under a Rule 10b5-1 plan, which is a common governance mechanism allowing insiders to trade without implicating selective disclosure concerns. The filing explicitly states the plan adoption date (11/19/2024) and the executed transaction details (2,025 shares sold at $110.16 on 08/28/2025). Material governance considerations are limited: the company and reporting person satisfied disclosure obligations, and the sale was carried out under an established plan, reducing concerns about opportunistic timing. The remaining direct and indirect holdings are clearly reported, aiding investor transparency.

Securities Analyst

TL;DR: A modest insider sale that slightly lowers insider-held shares; not a material shift in ownership based on disclosed amounts.

The transaction reduced Mr. Dowd's direct holdings by 2,025 shares to a reported 14,685 shares, with an additional 5,269.5 shares held indirectly via an ESOP. The sale price of $110.16 is explicitly reported. There is no indication of other concurrent transactions or derivative activity in this filing. Given the absolute sizes disclosed, the sale appears routine and executed under a pre-established plan; the filing contains no statements about company performance, new compensation grants, or other events that would change an investment thesis.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

X

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^*

Dowd Brian R

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2025

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	08/28/2025		S		2,025(1)	D	$110.16	14,685	D
Common Stock								5,269.5	I	By ESOP

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. The reported sale of 2,025 shares occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 19, 2024.

Remarks:

	/s/ Troy Erickson, attorney-in-fact for Brian R. Dowd	08/28/2025
	** 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 did Granite Construction (GVA) insider Brian R. Dowd sell?

He sold 2,025 shares of Granite Construction common stock on 08/28/2025 at $110.16 per share.

Was the sale by Brian R. Dowd part of a trading plan?

Yes. The filing states the sale occurred automatically pursuant to a Rule 10b5-1 trading plan adopted on 11/19/2024.

How many shares does Brian R. Dowd own after the transaction?

The Form 4 reports 14,685 shares directly and 5,269.5 shares indirectly through an ESOP after the sale.

Does the Form 4 show any derivative transactions for GVA by this reporting person?

No. Table II for derivative securities shows no entries in this filing.

Who signed the Form 4 for Brian R. Dowd?

The filing was signed by Troy Erickson, attorney-in-fact, on 08/28/2025.