Granite Construction Issues Shares to Settle $273.7M Convertible Notes

What Happened Granite Construction Incorporated announced on its Aug. 13, 2026 8-K that on August 12, 2026 it issued 662,383 shares of common stock to settle conversions of $273.7 million aggregate principal amount of its 3.75% Convertible Senior Notes due 2028. The company had earlier called the notes for redemption on May 19, 2026 (redemption date August 10, 2026). To unwind related hedging, Granite entered into unwind agreements on August 4, 2026 with the capped-call counterparties; those counterparties paid about $148 million on August 11, 2026. On August 12, 2026 the company paid approximately $715 million in cash (including cash in lieu of fractional shares) and issued the shares to settle obligations arising from conversions submitted in connection with the redemption. The share issuance relied on the Section 3(a)(9) exemption under the Securities Act.

Key Details

• Issued 662,383 shares of common stock on August 12, 2026.
• Converted and settled $273.7 million aggregate principal of 3.75% Convertible Senior Notes due 2028.
• Capped-call unwind: counterparties paid ~ $148 million to Granite on August 11, 2026.
• Granite paid ~ $715 million in cash on August 12, 2026 (includes cash in lieu of fractional shares).

Why It Matters This transaction extinguishes $273.7M of convertible debt through a mix of stock issuance and substantial cash payments, and it involved monetizing the hedges tied to those notes. For investors, the filing means (1) a modest increase in share count from the 662,383 shares issued, (2) a notable cash outflow (~$715M) that affects the company’s liquidity, and (3) removal of the 3.75% interest-bearing convertible notes from the balance sheet. Review Granite’s subsequent filings for updated total shares outstanding and liquidity disclosures to assess dilution and balance-sheet impact.