Granite Construction Incorporated filed a Form 8-K on August 13, 2026, reporting the issuance of 662,383 shares of common stock and approximately $715 million in cash to settle conversions of its 3.75% Convertible Senior Notes due 2028, along with the receipt of approximately $148 million from unwinding related capped call transactions.

Key Highlights

  • Notes settled: $273.7 million aggregate principal amount of 3.75% Convertible Senior Notes due 2028 were submitted for conversion in connection with a redemption called for August 10, 2026.
  • Shares issued: 662,383 shares of common stock, par value $0.01 per share, were issued on August 12, 2026, under the Section 3(a)(9) exemption from registration.
  • Cash paid: Approximately $715 million in cash, including cash paid in lieu of fractional shares, was paid on August 12, 2026, to settle the conversion obligations.
  • Capped call unwind: Capped call transactions tied to the 2028 Notes offering were unwound and terminated in full; counterparties paid the company approximately $148 million in the aggregate on August 11, 2026.
  • Unwind agreements: Agreements with certain financial institutions described as "Capped Call Counterparties" were entered into on August 4, 2026.
  • Redemption call: The company previously disclosed on May 19, 2026, that it had called the $273.7 million in outstanding 2028 Notes for redemption.

Granite Construction's 2028 Convertible Notes Redemption and Capped Call Unwind

According to the filing, Granite Construction Incorporated (NYSE:GVA) reported two related items in its August 13, 2026 Form 8-K. Under Item 3.02, the company disclosed an unregistered sale of equity securities: on August 12, 2026, it issued 662,383 shares of common stock, par value $0.01 per share, to settle conversions of $273.7 million aggregate principal amount of its outstanding 3.75% Convertible Senior Notes due 2028. The company stated that 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."

Under Item 8.01, the filing provided additional context. The company disclosed that it had called the $273.7 million in 2028 Notes for redemption on August 10, 2026, as previously announced on May 19, 2026. In connection with the redemption, on August 4, 2026, the company entered into unwind agreements with certain financial institutions described as "Capped Call Counterparties" to unwind and terminate in full the capped call transactions originally entered into when the 2028 Notes were offered. Pursuant to those agreements, on August 11, 2026, the Capped Call Counterparties paid the company approximately $148 million in the aggregate.

The filing further stated that on August 12, 2026, the company paid approximately $715 million in cash, funded in part by the proceeds from the capped call unwind, alongside the issuance of the 662,383 shares, to settle all obligations with respect to the 2028 Notes submitted for conversion. The filing was signed by Staci M. Woolsey, Executive Vice President and Chief Financial Officer.

What Was Disclosed

Granite Construction disclosed the issuance of 662,383 common shares and payment of approximately $715 million in cash to settle its 3.75% Convertible Senior Notes due 2028, and reported receipt of approximately $148 million from unwinding related capped call transactions with financial institution counterparties.