Granite Construction (NYSE: GVA) settles $273.7M converts with cash and new shares
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.
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Filing Explained
The completed settlement of
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
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
