GRANITE CONSTRUCTION INC 8-K

What Happened

• Granite Construction Incorporated announced on July 10, 2026 that it 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 surrender notes for conversion any time before the close of business on August 6, 2026. The company elected to settle conversions occurring on or after the call notice date through August 6, 2026 by paying cash up to $2,617.40 per $1,000 principal amount and delivering common shares for any remainder.
• The cash/share settlement amounts for conversions will be determined using a 50-trading-day Observation Period beginning May 27, 2026; the company declared July 9 and July 10, 2026 as Market Disruption Events (not trading days), so it expects the Observation Period to run through and include August 10, 2026 (excluding those disruption days). The company expects to settle valid conversions in connection with the redemption on August 12, 2026.

Key Details

• Aggregate principal called: $273.3 million of 3.75% Convertible Senior Notes due 2028.
• Redemption date: August 10, 2026; conversion cut-off: close of business August 6, 2026.
• Conversion cash cap: up to $2,617.40 per $1,000 principal; remainder payable in common stock.
• Observation Period: 50 trading days starting May 27, 2026; July 9–10, 2026 treated as Market Disruption Events (not trading days); expected settlement on August 12, 2026.

Why It Matters

• This action will remove or convert up to $273.3M of outstanding convertible debt, affecting Granite’s debt load, potential cash outflows (if conversions are settled in cash), and possible share issuance (if settled in stock beyond the cash cap).
• The determination of the conversion settlement amount depends on the 50-day Observation Period; Market Disruption Events delayed the Observation Period’s end, which can affect the final cash/share mix and timing of settlements.
• Investors should note the potential impacts on Granite’s liquidity and share count and review the company’s subsequent disclosures for actual conversion/redemption outcomes.