Granite SVP surrenders shares for tax withholding

Granite Construction Inc. Senior Vice President Brian R. Dowd reported share dispositions tied to tax withholding on vesting of equity awards on March 23, 2026.

Accepted by SEC EDGAR 03/25/2026 - 04:45 PM EDT

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Rhea-AI Filing Summary

Granite Construction Inc. Senior Vice President Brian R. Dowd reported share dispositions tied to tax withholding on vesting of equity awards on March 23, 2026. A total of 6,355 shares of common stock were surrendered at $119.65 per share to cover tax obligations.

After these tax-withholding transactions, Dowd directly holds 20,819 shares of common stock. He also has an additional 5,269.5 shares held indirectly through an ESOP, giving him continued exposure to Granite Construction’s equity.

Insider Trade Summary

Exercise Price or Tax Liability: 6,355 shares

Exercise Price or Tax Liability 3 txns

Insider Dowd Brian R

Role Senior Vice President

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	3,986	$119.65	$477K
Exercise Price or Tax Liability	Common Stock	1,737	$119.65	$208K
Exercise Price or Tax Liability	Common Stock	632	$119.65	$76K
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 20,819 shares (Direct); Common Stock — 5,269.5 shares (Indirect, By ESOP)

Holdings Before and After: Common Stock, 27,174 to 20,819 shares (Direct)

Footnotes (1)

F1. Shares surrendered for taxes due to vesting on March 23, 2026.

FAQ

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What did Granite Construction (GVA) executive Brian Dowd report in this Form 4?

Brian R. Dowd reported that 6,355 shares of Granite Construction common stock were surrendered on March 23, 2026 to cover tax obligations. These were tax-withholding dispositions related to vesting equity awards, not open-market sales of shares.

How many Granite Construction (GVA) shares were used for tax withholding?

In total, 6,355 Granite Construction common shares were surrendered for tax withholding. The shares were disposed in three blocks of 3,986, 1,737, and 632 shares, each valued at $119.65 per share for tax purposes on the vesting date.

Does the Form 4 show open-market buying or selling of GVA shares by Brian Dowd?

No, the Form 4 shows only tax-withholding dispositions, coded “F”, rather than open-market buying or selling. Shares were delivered to satisfy tax liabilities arising from vesting awards, a common administrative mechanism for equity compensation.

How many Granite Construction (GVA) shares does Brian Dowd hold after these transactions?

Following the tax-withholding dispositions, Brian Dowd directly holds 20,819 Granite Construction common shares. He also has an indirect holding of 5,269.5 shares through an ESOP, maintaining a meaningful ownership stake in the company’s stock.

What does the ESOP holding mean in Brian Dowd’s Granite Construction (GVA) Form 4?

The Form 4 lists 5,269.5 Granite Construction shares held indirectly “By ESOP.” This indicates additional ownership through an employee stock ownership plan, which supplements Dowd’s directly held 20,819 shares after the reported tax-withholding transactions.

Why were Granite Construction (GVA) shares surrendered on March 23, 2026?

According to the footnote, shares were surrendered for taxes due to vesting on March 23, 2026. When stock awards vest, companies often withhold some shares, here 6,355, to satisfy the resulting tax obligations on behalf of the executive.

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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^*

Dowd Brian R

(Last)

(First)

(Middle)

585 WEST BEACH STREET

(Street)

WATSONVILLE

CALIFORNIA

95076

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/23/2026		F		3,986⁽¹⁾	D	$119.65	23,188	D
Common Stock	03/23/2026		F		1,737⁽¹⁾	D	$119.65	21,451	D
Common Stock	03/23/2026		F		632⁽¹⁾	D	$119.65	20,819	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares surrendered for taxes due to vesting on March 23, 2026.

Remarks:

	/s/ Troy Erickson, attorney-in-fact for Brian R. Dowd	03/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR