Granite Announces $50 Million Accelerated Share Repurchase Program

Granite Construction Incorporated (NYSE: GVA) today announced that it has entered into an agreement to repurchase $50 million of its common stock in an accelerated share repurchase (“ASR”) transaction with Bank of Montreal (“BMO”). Granite is expected to fund the ASR using available cash on hand.

“This ASR transaction is an important component of our capital allocation strategy,” said Kyle Larkin, Granite President and Chief Executive Officer. “The program demonstrates our confidence in Granite’s strategy and future growth prospects and underscores our commitment to deliver value to our shareholders. Our strong balance sheet and the proceeds from the recent sale of the Inliner business and expected sales of Mineral Services and Water Resources businesses will enable investments in growth initiatives, debt reduction and capital returns to shareholders.”

Under the terms of the ASR agreement, Granite will make an initial payment of $50 million to BMO and receive an initial delivery of approximately 1.32 million shares of Granite’s common stock. The final number of shares to be repurchased under the ASR will be based on the average of the daily volume-weighted average price of Granite’s common stock, less a discount, during the term of the ASR. Final settlement of the ASR transaction is expected to occur in the third quarter of 2022.

The ASR transaction was entered into pursuant to Granite’s existing share repurchase program. Granite previously announced in February 2022 that its board of directors had increased its repurchase authority to $300 million. After giving effect to the $18.5 million of shares purchased in the first quarter of 2022 and $50 million to be repurchased pursuant to the ASR, Granite will have approximately $231.5 million of remaining share repurchase authorization available.

Advisor

HudsonWest LLC, a full-service independent equity derivatives and convertible securities advisory firm, acted as exclusive structuring advisor to Granite on the ASR transaction.

About Granite

Granite is America’s Infrastructure Company™. Incorporated since 1922, Granite (NYSE: GVA) is one of the largest diversified construction and construction materials companies in the United States as well as a full-suite civil construction provider. Granite’s Code of Conduct and strong Core Values guide the Company and its employees to uphold the highest ethical standards. Granite is an industry leader in safety and an award-winning firm in quality and sustainability. For more information, visit the Granite website, and connect with Granite on LinkedIn, Twitter, Facebook and Instagram.

Forward-looking Statements

Any statements contained in this news release that are not based on historical facts, including statements regarding future events, including the expected funding of the ASR with cash on hand, the expected sales of the Mineral Services and Water Resources businesses, investments in growth initiatives, debt reduction and capital returns to shareholders, the final number of shares to be repurchased under the ASR, the final settlement of the ASR, and the amount remaining under the share repurchase authorization, occurrences, opportunities, circumstances, activities, performance, growth, demand, strategic plans, shareholder value, outcomes, outlook, guidance, Committed and Awarded Projects (“CAP”) and results, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by words such as “future,” “outlook,” “assumes,” “believes,” “expects,” “estimates,” “anticipates,” “intends,” “plans,” “appears,” “may,” “will,” “should,” “could,” “would,” “continue,” “guidance” and the negatives thereof or other comparable terminology or by the context in which they are made. These forward-looking statements are estimates reflecting the best judgment of senior management and reflect our current expectations regarding future events, including the expected funding of the ASR with cash on hand, the expected sales of the Mineral Services and Water Resources businesses, investments in growth initiatives, debt reduction and capital returns to shareholders, the final number of shares to be repurchased under the ASR, the final settlement of the ASR, and the amount remaining under the share repurchase authorization, occurrences, opportunities, circumstances, activities, performance, growth, demand, strategic plans, shareholder value, outcomes, outlook, guidance, CAP and results. These expectations may or may not be realized. Some of these expectations may be based on beliefs, assumptions or estimates that may prove to be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our business, financial condition, results of operations, cash flows and liquidity. Such risks and uncertainties include, but are not limited to, those described in greater detail in our filings with the Securities and Exchange Commission, particularly those described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Due to the inherent risks and uncertainties associated with our forward-looking statements, the reader is cautioned not to place undue reliance on them. The reader is also cautioned that the forward-looking statements contained herein speak only as of the date of this news release and, except as required by law; we undertake no obligation to revise or update any forward-looking statements for any reason.

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