GRANITE CONSTRUCTION INCGVA

GRANITE CONSTRUCTION INC Earnings Per Share Disclosure

10-KFiled Feb 13, 20262 min read
18. Weighted Average Shares Outstanding and Net Income Per Share
The following table presents a reconciliation of net income and the weighted average shares of common stock used in calculating basic and diluted net income per share as well as the calculation of basic and diluted net income per share (in thousands, except per share data):
Years Ended December 31,202520242023
Numerator
Net income attributable to common shareholders for basic earnings per share$193,003 $126,346 $43,599 
Add: Interest expense, net of tax, related to Convertible Notes (1)12,222 11,472 7,622 
Net income attributable to common shareholders for diluted earnings per share$205,225 $137,818 $51,221 
Denominator
Weighted average common shares outstanding, basic43,649 43,846 43,879 
Add: Dilutive effect of RSUs536 565 583 
Add: Dilutive effect of Convertible Notes (1)8,947 8,103 8,103 
Weighted average common shares outstanding, diluted53,132 52,514 52,565 
Net income per share, basic$4.42 $2.88 $0.99 
Net income per share, diluted$3.86 $2.62 $0.97 
(1)The dilutive effect of the convertible notes was determined using the if-converted method. As the 3.75% Convertible Notes will be convertible into cash, shares of our common stock or a combination thereof at our election, the 3.75% Convertible Notes are assumed to be converted into common stock at the beginning of the reporting period, and the resulting shares are included in the denominator of the calculation. In addition, interest charges, net of any income tax effects are added back to the numerator of the calculation. For the 3.25% Convertible Notes, we are required to settle the principal amount in cash and any conversion premium in excess of the principal amount in cash, shares of common stock, or a combination of cash and shares of common stock, at our election. As such, the 3.25% Convertible Notes only have an impact on diluted earnings per share when the average share price of our common stock exceeds the conversion price. The 2.75% Convertible Notes were convertible into cash, shares of our common stock or a combination thereof at our election. The shares associated with the 2.75% Convertible Notes were not included in our calculation of diluted net income per share for the year ended December 31, 2023 because their effect would have been anti-dilutive.
In connection with the issuance of the 3.25% Convertible Notes and 3.75% Convertible Notes, we entered into the 2024 capped call transactions and 2023 capped call transactions, respectively, which were not included for purposes of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive.

Historical Timeline

Fiscal YearFiled
2025Feb 13, 2026Showing above
2024Feb 14, 2025
2023Feb 23, 2024
2022Feb 21, 2023
2021Feb 28, 2022
2020Mar 30, 2021
2019Feb 22, 2021

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

Other Available Disclosures

Income TaxesRevenueFair ValuePP&EGoodwill & IntangiblesLeasesSegmentsDebtCommitmentsNew Standards