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Granite Construction (NYSE: GVA) unwinds capped calls on $273.7M converts

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Aggregate principal amount of 2028 Notes $273.7 million Outstanding 3.75% Convertible Senior Notes due 2028 called for redemption
Coupon rate on 2028 Notes 3.75% Interest rate on Convertible Senior Notes due 2028
Averaging period length five days Period for volume-weighted average price used to determine unwind cash payments
VWAP averaging period start date August 4, 2026 Start of five-day averaging period for capped call unwind pricing
Expected unwind settlement date on or about August 11, 2026 Anticipated settlement of capped call Unwind Agreements
Planned note conversion settlement date August 12, 2026 Date Granite expects to settle conversions of the 2028 Notes
Convertible Senior Notes financial
"called the outstanding $273.7 million aggregate principal amount of the Company’s 3.75% Convertible Senior Notes due 2028"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
capped call transactions financial
"to unwind and terminate in full the capped call transactions that were entered into in connection with the offering of the 2028 Notes"
Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.
volume-weighted average price financial
"determined based upon the volume-weighted average price per share of the Company’s common stock during a five-day averaging period"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
forward-looking statements regulatory
"Any statements contained in this on that are not based on historical facts ... constitute forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Private Securities Litigation Reform Act of 1995 regulatory
"forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

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FAQ

What did Granite Construction (GVA) do regarding its 3.75% Convertible Senior Notes due 2028?
Granite Construction called for redemption the $273.7 million aggregate principal amount of its 3.75% Convertible Senior Notes due 2028 and entered unwind agreements to terminate related capped call transactions, aligning these hedges with the planned conversion and settlement of the notes in August 2026.

How will the capped call unwind payments to Granite Construction (GVA) be determined?
Cash payments from the capped call counterparties will be based on the volume-weighted average price of Granite’s common stock over a five-day averaging period beginning August 4, 2026, directly linking the settlement value to the company’s share price during that window.

What key August 2026 dates are associated with Granite Construction (GVA)’s note and capped call settlements?
Granite entered the unwind agreements on August 4, 2026, expects settlement of those agreements on or about August 11, 2026, and plans to use the resulting proceeds, plus cash on hand, to settle conversions of the 2028 notes on August 12, 2026.

How does Granite Construction (GVA) plan to use proceeds from the capped call Unwind Agreements?
Granite expects to use cash received from the capped call unwind agreements, together with cash on hand, to settle conversions of its 3.75% Convertible Senior Notes due 2028 on August 12, 2026, aligning derivative hedges with the note redemption.

What forward-looking statement cautions did Granite Construction (GVA) include?
Granite stated that comments about settling the Unwind Agreements and using proceeds are forward-looking statements under the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties described in its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
00008614598/4/2026false00008614592026-08-042026-08-04

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 4, 2026
 
GRANITE CONSTRUCTION INCORPORATED
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)
1-12911
(Commission
File Number)
77-0239383
(IRS Employer
Identification No.)
 
585 West Beach Street
Watsonville, California 95076
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (831) 724-1011
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueGVANew York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 



Item 1.01
Entry into a Material Definitive Agreement.
As previously disclosed, on May 19, 2026, Granite Construction Incorporated (the “Company”) announced that it called the outstanding $273.7 million aggregate principal amount of the Company’s 3.75% Convertible Senior Notes due 2028 (the “2028 Notes”) for redemption. In connection with the redemption of the 2028 Notes, on August 4, 2026, the Company entered into unwind agreements (the “Unwind Agreements”) with certain financial institutions (the “Capped Call Counterparties”) to unwind and terminate in full the capped call transactions that were entered into in connection with the offering of the 2028 Notes. Pursuant to the Unwind Agreements, the Capped Call Counterparties will pay to the Company an amount of cash in respect of the capped call transactions being unwound thereunder, which amount will be determined based upon the volume-weighted average price per share of the Company’s common stock during a five-day averaging period beginning on August 4, 2026. The settlement of the Unwind Agreements and payment of the cash settlement amounts are expected to occur on or about August 11, 2026 and the Company expects to use the proceeds of the Unwind Agreements, together with cash on hand, to settle conversions of the 2028 Notes on August 12, 2026.

Item 1.02
Termination of a Material Definitive Agreement.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Forward-Looking Statements

Any statements contained in this Current Report on Form 8-K that are not based on historical facts, including statements about the settlement of the Unwind Agreements and the use of proceeds therefrom 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 “expects,” “estimates,” “intends,” “plans,” “potential,” “may,” “will,” “could,” “would” and the negatives thereof or other comparable terminology or by the context in which they are made. These forward-looking statements are based on management’s current beliefs, assumptions and estimates. 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, the Company’s business and operations involve numerous risks and uncertainties, many of which are beyond the Company’s control, which could result in the Company’s expectations not being realized or otherwise materially affect the Company’s 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 the Company’s filings with the Securities and Exchange Commission, particularly those described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Due to the inherent risks and uncertainties associated with the Company’s 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 Current Report on Form 8-K and, except as required by law, the Company undertakes no obligation to revise or update any forward-looking statements for any reason.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
GRANITE CONSTRUCTION INCORPORATED
By:
/s/ Staci M. Woolsey
Staci M. Woolsey
Executive Vice President and Chief Financial Officer
 
 
Date: August 4, 2026

Source: View Original Filing on SEC EDGAR

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