Granite Construction settles $273.7M convertible notes

Granite Construction Incorporated settled conversions of its 3.75% Convertible Senior Notes due 2028.

Rhea-AI Filing Summary

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.

Filing Explained

The completed settlement of $273.7 million of convertible notes issued 662,383 common shares, increasing the share count and reducing existing holders’ percentage ownership absent offsetting changes.

8-K Event Classification

2 items: 3.02, 8.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Notes converted: $273.7 million aggregate principal amount Shares issued: 662,383 shares Capped call unwind proceeds: approximately $148 million +3 more

6 metrics

Notes converted $273.7 million aggregate principal amount 3.75% Convertible Senior Notes due 2028 submitted for conversion

Shares issued 662,383 shares Common stock issued to settle conversions of 2028 Notes

Capped call unwind proceeds approximately $148 million Cash paid by capped call counterparties on August 11, 2026

Cash paid to settle notes approximately $715 million Cash, including in lieu of fractional shares, paid on August 12, 2026

Coupon rate 3.75% Interest rate on Convertible Senior Notes due 2028

Notes maturity 2028 Maturity year of the Convertible Senior Notes

Key Terms

Convertible Senior Notes, capped call transactions, Unwind Agreements, Section 3(a)(9), +1 more

5 terms

Convertible Senior Notes financial

"outstanding 3.75% Convertible Senior Notes due 2028 (the “2028 Notes”)"

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"

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.

Unwind Agreements financial

"the Company entered into unwind agreements (the “Unwind Agreements”) with certain financial institutions"

Section 3(a)(9) regulatory

"in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

conversion financial

"to settle conversions of $273.7 million aggregate principal amount of the Company’s outstanding"

Conversion is the exchange of one type of financial instrument for another, most commonly turning convertible bonds or preferred shares into common stock. It matters to investors because conversion changes the number of outstanding shares and ownership stakes—like trading a coupon for a slice of a company—potentially reducing each existing owner's portion, affecting per-share earnings, voting power and the market value of the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Granite Construction (GVA) announce regarding its 3.75% Convertible Senior Notes due 2028?

Granite Construction settled conversions of its 3.75% Convertible Senior Notes due 2028, issuing 662,383 shares of common stock for $273.7 million principal amount. This followed the company’s earlier decision to call the notes for redemption on August 10, 2026.

How many Granite Construction (GVA) shares were issued in the note conversion settlement?

Granite Construction issued 662,383 shares of common stock on August 12, 2026 to settle conversions of its 3.75% Convertible Senior Notes due 2028. These shares were part of the overall consideration provided to noteholders in connection with the redemption-related conversions.

What principal amount of Granite Construction (GVA) 2028 notes was converted?

Holders converted an aggregate principal amount of $273.7 million of Granite Construction’s 3.75% Convertible Senior Notes due 2028. The company settled these conversions using a combination of cash and 662,383 newly issued common shares on August 12, 2026.

How much cash did Granite Construction (GVA) pay to settle the 2028 note conversions?

Granite Construction paid approximately $715 million in cash, including amounts paid in lieu of fractional shares, on August 12, 2026. This cash payment, together with issued shares, settled the company’s obligations on 3.75% Convertible Senior Notes due 2028 submitted for conversion.

What proceeds did Granite Construction (GVA) receive from unwinding the capped call transactions?

Granite Construction received approximately $148 million from capped call counterparties on August 11, 2026. The payment was made under unwind agreements that fully terminated capped call transactions originally entered into in connection with the 3.75% Convertible Senior Notes due 2028.

Under which Securities Act exemption did Granite Construction (GVA) issue shares in this transaction?

The common shares issued in the note conversion settlement were issued under the Section 3(a)(9) exemption of the Securities Act of 1933. This exemption applies because the transactions involved an exchange of securities by the same issuer with its existing security holders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/13/2026 - 04:59 PM Accepted by SEC EDGAR 08/13/2026 - 04:59 PM Learn about SEC filing dates

00008614598/11/2026false00008614592026-08-112026-08-11

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 11, 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 class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 par value			GVA			New 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 3.02 Unregistered Sales of Equity Securities.

On August 12, 2026, Granite Construction Incorporated (the “Company”) issued 662,383 shares of common stock, par value $0.01 per share, to settle conversions of $273.7 million aggregate principal amount of the Company’s outstanding 3.75% Convertible Senior Notes due 2028 (the “2028 Notes”). The shares were issued in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933 as the transactions involved the exchange of securities of the same issuer with existing security holders.

Item 8.01 Other Events.

As previously disclosed, on May 19, 2026, the Company called the outstanding $273.7 million aggregate principal amount of the 2028 Notes for redemption on August 10, 2026. In connection therewith, 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 (the “2028 Notes Capped Call Transactions”). Pursuant to the Unwind Agreements, on August 11, 2026, the Capped Call Counterparties paid the Company approximately $148 million in the aggregate to unwind and terminate the 2028 Notes Capped Call Transactions.

On August 12, 2026, the Company paid approximately $715 million in cash (including cash paid in lieu of fractional shares), which was funded in part by cash proceeds received by the Company pursuant to the settlement of the Unwind Agreements, and issued 662,383 shares of common stock, each as further described above, to settle its obligations with respect to the 2028 Notes that were submitted for conversion in connection with the redemption of the 2028 Notes.

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 13, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB