[Form 4] Granite Construction Inc. Insider Trading Activity

Rhea-AI Filing Summary

Carlos M. Hernandez, a director of Granite Construction Inc. (GVA), reported an equity award and updated beneficial ownership. On 08/12/2025 he was granted 1,234 restricted stock units (RSUs) under the Granite Construction Incorporated 2024 Equity Incentive Plan. The RSUs vest on May 20, 2026 and were reported with a transaction code of A and a price of $0.

The filing shows the reporting person now beneficially owns 3,502 shares, a total adjusted to include dividend equivalents credited on 7/15/24, 10/15/24, 1/15/25 and 4/15/25. The Form 4 was signed by an attorney-in-fact, Troy Erickson, on 08/14/2025.

Positive

• Grant of 1,234 RSUs under the 2024 Equity Incentive Plan increases insider alignment with shareholders
• Clear vesting date of May 20, 2026 provides transparency on timing of potential ownership changes and retention incentive

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine executive equity grant increases insider holdings modestly; no cash purchase or sale reported.

The report discloses a grant of 1,234 restricted stock units priced at $0, consistent with a compensation award rather than an open-market transaction. Vesting is set for 05/20/2026, which creates a time-based retention incentive. The post-transaction beneficial ownership of 3,502 shares includes dividend equivalents credited across four prior dates, indicating reinvestment features in the company plans. This filing appears procedural and not materially dilutive on its face given the single award disclosed.

Corporate Governance Expert

TL;DR: Standard equity compensation disclosure by a director with clear vesting schedule and dividend-equivalent adjustments.

The Form 4 documents a customary restricted stock unit grant under the 2024 Equity Incentive Plan and specifies a clear vesting date, which supports alignment of the director with shareholder interests over the vesting period. The inclusion of dividend equivalents and the signature by an attorney-in-fact are properly disclosed. There are no indicators in this filing of departures, sales, or unusual trading activity.

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).

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^*

HERNANDEZ CARLOS M

(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	3,502(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: 4 - 7/15/24; 3 - 10/15/24; 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 Carlos M. Hernandez	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 did Carlos M. Hernandez report in the Form 4 for GVA?

The Form 4 reports a grant of 1,234 restricted stock units (RSUs) on 08/12/2025 and beneficial ownership of 3,502 shares following the grant.

When do the restricted stock units granted to Carlos M. Hernandez vest?

The reported RSUs vest on May 20, 2026.

Was the RSU grant a purchase or a compensation award for GVA insider filings?

The transaction code is A with a price of $0, indicating an equity award/grant rather than an open-market purchase.

How was the post-transaction beneficial ownership of Carlos M. Hernandez calculated?

The 3,502 shares reported include dividend equivalents credited on 7/15/24, 10/15/24, 1/15/25, and 4/15/25 under the company’s equity plans.

Who signed the Form 4 for Carlos M. Hernandez and when?

The Form 4 was signed by Troy Erickson, attorney-in-fact, on 08/14/2025.