Every 8-K that Granite Construction Inc. (GVA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow GVA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GVA filings page.
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.
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 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 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.
Granite Construction Incorporated reported the results of its Annual Meeting of Stockholders held on June 4, 2026. A total of 39,613,581 shares of common stock were present or represented by proxy, representing 90.55% of shares outstanding as of the April 10, 2026 record date.
Stockholders elected Carlos M. Hernandez, Kyle T. Larkin and Celeste B. Mastin to the Board of Directors for terms ending at the 2029 Annual Meeting. Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers and ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm.
Granite Construction Incorporated completed a private offering of $600.0 million of 6.375% senior notes due 2034, generating estimated net proceeds of about $590.0 million. These notes are senior unsecured obligations, guaranteed by certain domestic subsidiaries, and pay interest semiannually starting December 15, 2026.
The company plans to use the proceeds, along with cash on hand and any cash from capped call counterparties, to redeem all outstanding 3.75% convertible senior notes due 2028 and settle related conversions, with any remaining funds used to repay borrowings under its revolving credit facility and for general corporate purposes. Granite elected to settle 2028 note conversions primarily in cash, which is expected to create an estimated derivative liability of about $500 million under ASC 815, recorded at fair value and remeasured through settlement.
The company noted its stock price had appreciated 253% from issuance of the 2028 notes to the call notice date, contributing to the size of this derivative liability. These accounting impacts will run through the consolidated statement of operations but are not expected to change the company’s 2026 adjusted EBITDA margin guidance, and Granite expects to exclude them, and related tax effects, from its non‑GAAP measures.
Granite Construction Incorporated has priced a private offering of $600.0 million aggregate principal amount of 6.375% senior notes due 2034. The notes will be guaranteed by certain existing and future domestic subsidiaries that are borrowers or guarantors under Granite’s credit facility, subject to exceptions.
Granite plans to use the net proceeds, along with cash on hand and amounts received from unwinding capped call transactions, to redeem all outstanding 3.75% Convertible Senior Notes due 2028, settle any related conversions, and, if proceeds remain, repay borrowings under its revolving credit facility and for general corporate purposes.
Granite Construction Incorporated plans a private offering of $600.0 million aggregate principal amount of senior notes due 2034. These unsecured notes will be guaranteed by certain domestic subsidiaries that are borrowers or guarantors under Granite’s existing credit facility.
Granite intends to use the net proceeds, together with cash on hand and any amounts received from unwinding capped call transactions, to redeem and settle its outstanding 3.75% Convertible Senior Notes due 2028. Any remaining proceeds may be used to repay borrowings under its revolving credit facility and for general corporate purposes. The company also expects to terminate related capped call transactions and receive value based on their fair market value at the time of unwind.
Granite Construction Incorporated reported strong top-line growth for the first quarter of 2026 but remained unprofitable on a GAAP basis. Revenue rose 30% year-over-year to $912 million, driven by both the construction and materials segments, with construction revenue up 24.6% and materials revenue up 72.4%.
The company posted a net loss attributable to Granite of $42 million, or $(0.96) per diluted share, compared with a $34 million loss, or $(0.77) per share, a year earlier. However, adjusted net income improved sharply to $12 million, or $0.26 per diluted share, versus $0.2 million, or $0.01, in the prior-year quarter.
Adjusted EBITDA more than doubled to $58 million from $28 million, reflecting better profitability after excluding items such as stock-based compensation and acquisition-related costs. Committed and Awarded Projects increased sequentially by $200 million to a record $7.2 billion, including $640 million of U.S. Customs and Border Protection tactical infrastructure projects expected to be largely realized over 2026 and 2027.
Granite also completed the acquisition of Kenny Seng Construction on April 23, 2026, expanding its vertically integrated home market in Utah. Based on first-quarter performance and recent awards, the company raised its 2026 guidance, now expecting revenue between $5.2 billion and $5.4 billion, higher adjusted EBITDA margins of 12.25% to 13.25%, and lower SG&A as a percentage of revenue.
Granite Construction Incorporated plans to exchange $100 million of its 3.75% Convertible Senior Notes due 2028 through privately negotiated transactions with noteholders. The total cash and any stock consideration will be based on the 15‑day volume‑weighted average price of its common stock starting February 18, 2026.
If the average share price is at or below $140.00, all consideration will be paid in cash; above that level, a portion will be paid in common stock. Using the February 17, 2026 closing price of $128.61 as an example, the total purchase price would be about $283 million, entirely in cash.
After closing, $273.75 million principal amount of these notes is expected to remain outstanding, and the transactions are expected to remove about 2.2 million shares from diluted share count, partly offset if stock is issued. Granite is also partially unwinding related capped call options, with capped call counterparties paying cash to the company based on an averaging period starting February 18, 2026. The amendment also corrects an item reference so the disclosure is reported under termination of a material definitive agreement.
Granite Construction Incorporated has agreed to privately exchange $100 million principal amount of its 3.75% Convertible Senior Notes due 2028 for a mix of cash and, if pricing conditions are met, common stock. The exact mix will depend on the 15‑day volume‑weighted average share price beginning February 18, 2026.
If the daily average share price stays at $128.61, the prior closing price, the company estimates a total cash purchase price of about $283 million, including accrued interest. After closing, $273.75 million principal of these notes would remain outstanding, and management expects the transaction to remove roughly 2.2 million shares from diluted share count, partly offset by any new shares issued. Granite also entered Unwind Agreements to partially unwind capped call options linked to the exchanged notes, under which counterparties will pay cash to the company based on the stock’s volume‑weighted average price.
Granite Construction reported strong fourth quarter and fiscal 2025 results, highlighted by record Committed and Awarded Projects (CAP) of $7.0 billion, up 32% year-over-year. This growing backlog reflects robust public infrastructure demand and increased project wins.
Fiscal 2025 revenue rose to $4.4 billion from $4.0 billion, while net income attributable to Granite increased to $193 million from $126 million. Adjusted net income reached $276 million and adjusted EBITDA grew to $527 million from $402 million, showing meaningful margin improvement. Operating cash flow was $469 million, or 10.6% of revenue.
Granite’s Materials segment delivered nearly 30% revenue growth and a 67.7% increase in gross profit, helped by acquisitions and higher asphalt and aggregate pricing. For 2026, the company guides revenue to $4.9–$5.1 billion, adjusted EBITDA margin of 12.0–13.0%, SG&A at 8.5–9.0% of revenue, and capital spending of $140–$160 million, including about $50 million for strategic materials investments.
Granite Construction (GVA) furnished an earnings press release under Item 2.02 for the three and nine months ended September 30, 2025. The company attached the release as Exhibit 99.1 and indicated the information is furnished, not filed, under the Exchange Act.
The filing is a routine 8-K update that directs readers to the press release for detailed results. Granite’s common stock trades on the NYSE under the symbol GVA.
Granite Construction Incorporated appointed J. Timothy Romer to its Board of Directors, effective September 8, 2025. Mr. Romer joins the director class whose term expires at the company’s 2028 Annual Meeting of Stockholders and will serve on the Board’s Audit/Compliance Committee and Risk Committee. The Board determined Mr. Romer meets New York Stock Exchange independence standards. As a non-employee director, he will receive the same compensation as other non-employee directors under the company’s established director compensation program, and Granite will execute its standard form of Indemnification Agreement with him (filed as Exhibit 10.1). The filing states there are no related-person arrangements or transactions requiring disclosure.
Acquisition: On 5 Aug 2025 Granite Construction (GVA) executed an Equity Purchase Agreement to acquire Mississippi-based Slats Lucas, LLC and Warren Paving, Inc. for $540 million in cash, purchasing 100 % of the equity from LMS of Hattiesburg and related sellers. Funding was provided from a newly issued $600 million senior secured term loan; Granite also obtained representation-and-warranty insurance.
Financing: The company simultaneously entered into a Fifth Amended & Restated Credit Agreement featuring (1) a $600 million revolver, (2) the $600 million term loan and (3) a $75 million delayed-draw term loan, all maturing 5 Aug 2030. Initial pricing is SOFR + 1.75 % (or Base + 0.75 %) with margins and commitment fees stepping down after 31 Mar 2026 based on leverage. An accordion permits at least the greater of $535 million or 100 % of consolidated EBITDA plus unlimited additional debt if secured-debt/EBITDA ≤1.25×. Pro-forma unused revolver capacity is $570.4 million. Key covenants: interest-coverage ≥3.0× and leverage ≤3.75× (4.25× for four quarters post large acquisition). Obligations are secured by first-priority liens and guaranteed by subsidiaries. The transaction expands Granite’s materials footprint but increases secured leverage and fixed-charge commitments.