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Granite Construction Incorporated settled conversions of its 3.75% Convertible Senior Notes due 2028. The company issued 662,383 shares of common stock to holders that converted an aggregate principal amount of $273.7 million of these notes. The exchange relied on the Section 3(a)(9) exemption under the Securities Act.
The notes had been called for redemption on August 10, 2026. In connection with this, Granite entered into unwind agreements with capped call counterparties, who paid the company approximately $148 million on August 11, 2026 to terminate the related capped call transactions. On August 12, 2026, Granite paid approximately $715 million in cash (including cash in lieu of fractional shares) and issued the 662,383 shares to fully settle its obligations on the converted 2028 Notes.
NASH GEORGE reported acquisition or exercise transactions in this Form 4 filing.
Granite Construction Inc director George Nash reported an equity award of 993 restricted stock units tied to common stock. The units were granted under the Granite Construction Incorporated 2024 Equity Incentive Plan and will vest on May 20, 2027. Following this grant, Nash directly holds 993 shares/units reported as common stock.
Granite Construction Inc director George Nash reported his initial ownership position in the company’s common stock. The report lists a direct holding of 0 shares of common stock as of August 5, 2026, indicating no reported beneficial ownership in this class of securities. A Power of Attorney is referenced for authorization.
Granite Construction Incorporated appointed George L. Nash, Jr. to its Board of Directors effective August 5, 2026, joining the class of directors whose terms run through the 2028 Annual Meeting of Stockholders. He will serve on the Audit/Compliance Committee and the Risk Committee.
The Board determined that Mr. Nash meets New York Stock Exchange independence requirements. As a non-employee director, he will participate in the same compensation program described in Granite Construction’s definitive proxy statement on Schedule 14A dated April 23, 2026. The company will also enter into its standard form of Director and Officer Indemnification Agreement with him and reports no related-party arrangements or transactions connected to his appointment.
Granite Construction Inc director Carlos M. Hernandez purchased 400 shares of common stock on 2026-08-06 at $123.99 per share in a transaction classified as an open-market or private purchase. After this buy, his direct holdings are 5,033 shares, adjusted to include dividend equivalents credited under Granite Construction equity plans.
FMR LLC filed an amended Schedule 13G reporting a significant ownership position in Granite Construction Inc. common stock. As of June 30, 2026, FMR LLC and its subsidiaries beneficially owned 5,940,591.80 shares, representing 13.5% of the outstanding common stock. FMR LLC reports 5,806,598.63 shares with sole voting power and 5,940,591.80 shares with sole dispositive power, with no shared voting or dispositive power. Abigail P. Johnson is also reported as having sole dispositive power over the same 5,940,591.80 shares, with no voting power. One or more other persons have rights to dividends or sale proceeds related to these securities, but no such person has more than five percent of the class.
Granite Construction Incorporated has taken steps to address its outstanding 3.75% Convertible Senior Notes due 2028. The company previously called for redemption the $273.7 million aggregate principal amount of these notes and on August 4, 2026 entered unwind agreements with capped call counterparties linked to the notes.
Under these agreements the counterparties will pay cash to Granite based on the volume-weighted average price of its common stock over a five-day averaging period beginning August 4, 2026. Settlement of the unwind agreements is expected on or about August 11, 2026, and Granite expects to use the proceeds, together with cash on hand, to settle conversions of the 2028 notes on August 12, 2026.
Granite Construction Incorporated generated revenue of $1.46 billion for the quarter and $2.37 billion for the six months ended June 30, 2026, compared with $1.13 billion and $1.83 billion a year earlier. Construction segment revenue was $1.21 billion and Materials segment revenue $248 million in the quarter. Unearned revenue, representing performance obligations not yet recognized as revenue, totaled $5.06 billion at June 30, 2026, with about $4.0 billion expected to be recognized within 12 months.
The company reported a quarterly net loss attributable to Granite of $278.2 million and a six‑month net loss of $319.9 million, versus net income of $71.7 million and $38.0 million in the prior‑year periods. Results were heavily affected by a $359.7 million loss on convertible debt transactions, including remeasurement of the embedded conversion option of the 3.75% convertible notes, which created a $630.5 million derivative liability. Operating income from segments remained positive at $170.6 million for the quarter and $199.3 million year‑to‑date, and operating cash flow for the first half was $141.5 million. Granite also closed the $164.1 million cash acquisition of Kenny Seng Construction and continued integrating the Warren Paving, Papich Construction and Cinderlite acquisitions.
Granite Construction Incorporated reported second quarter 2026 results with strong growth in underlying operations but a GAAP loss driven by financing activity. Revenue increased to $1.46 billion, while adjusted net income rose to $101 million and adjusted EBITDA to $186 million versus the prior-year quarter.
GAAP net loss attributable to Granite was $278 million, or $(6.36) per diluted share, compared to net income of $72 million, or $1.42, a year earlier. Management states the loss was driven by a non-operating loss on convertible debt transactions associated with 3.75% convertible notes, which is excluded from adjusted results.
Backlog, cash generation and outlook strengthened. Committed and Awarded Projects increased sequentially by $250 million to $7.4 billion, and year-to-date operating cash flow rose to $142 million from $5 million. For 2026, revenue guidance was raised by $100 million to $5.3–$5.5 billion, with adjusted EBITDA margin targeted at 12.25%–13.25% and SG&A at 8.25%–8.75% of revenue.
Granite Construction Incorporated has called for redemption the outstanding $273.3 million aggregate principal amount of its 3.75% Convertible Senior Notes due 2028, with a redemption date of August 10, 2026. Holders may convert their notes at any time until the close of business on August 6, 2026. Granite elected to settle conversions during this period by paying up to $2,617.40 per $1,000 principal amount in cash and delivering common shares for any remaining conversion obligation. Settlement amounts for conversions before August 6, 2026 are based on a 50‑trading‑day Observation Period beginning May 27, 2026. Due to Market Disruption Events on July 9 and July 10, 2026, those days are excluded and the Observation Period is expected to run through, and include, August 10, 2026, with Granite expecting to settle related conversions on August 12, 2026.