Form 8-K

8-K — GRANITE CONSTRUCTION INC

Accession: 0001437749-26-017523

Filed: 2026-05-18

Period: 2026-05-18

CIK: 0000861459

SIC: 1600 (HEAVY CONSTRUCTION OTHER THAN BUILDING CONST - CONTRACTORS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — gva20260516_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_964183.htm)

GRAPHIC (logo.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: gva20260516_8k.htm · Sequence: 1

gva20260516_8k.htm

false

0000861459

2026-05-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2026

GRANITE CONSTRUCTION INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

1-12911

77-0239383

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

585 West Beach Street

Watsonville, California 95076

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (831) 724-1011

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, $0.01 par value

GVA

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On May 18, 2026, Granite Construction Incorporated (the “Company”) issued a news release announcing its intention to offer $600.0 million aggregate principal amount of senior notes due 2034 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Company intends to use the net proceeds from the offering, together with cash on hand and any cash payments received from the financial institutions that are counterparties to the capped call transactions (the “2028 Capped Call Transactions”) related to the Company’s outstanding 3.75% Convertible Senior Notes due 2028 (the “2028 Notes”), to redeem all of the outstanding 2028 Notes and settle any conversions in connection therewith following the offering and, if applicable, as discussed below, to repay borrowings under its revolving credit facility and for general corporate purposes.

The estimated market value of the 2028 Notes is approximately $827.3 million, based on the closing price of the Company’s common stock on the NYSE on May 15, 2026 of $138.55 per share. The Company expects that all or substantially all of the holders of the 2028 Notes will elect to convert their notes in connection with the notice of redemption, and that it will settle such conversion requests in cash up to approximately $2,617.41 per each $1,000 principal amount of the 2028 Notes (which, on an as-converted basis, corresponds to approximately $120.00 per share of its common stock), with any remaining conversion consideration to be paid in shares of the Company’s common stock. The actual amount of consideration that the Company will be required to pay to settle such conversion requests will depend on the Company’s stock price during the relevant period and therefore remains subject to change. If the Company’s stock price during the measurement period declines, or if not all holders of the 2028 Notes elect to convert their 2028 Notes following the Company’s notice of redemption, or if the Company decides to settle a larger portion of the conversion consideration in shares of its common stock, the amount of cash used by the Company to settle such conversion requests would be correspondingly reduced.

In connection with any conversions or redemption of the 2028 Notes, the Company expects to unwind and terminate the 2028 Capped Call Transactions. In such unwind and termination, the Company would receive an amount from the financial institutions that are counterparties to the 2028 Capped Call Transactions equal to the fair value of such transactions, determined at the time of the unwind and termination. For illustrative purposes, the Company expects to receive approximately $160.0 million upon the unwind and termination of the 2028 Capped Call Transactions. Such amount reflects the Company’s estimate of the market value of such 2028 Capped Call Transactions, based on the closing price of the Company’s common stock on the NYSE on May 15, 2026 of $138.55 per share and other information available to it. The Company has not yet negotiated the terms of the expected unwind and termination of the 2028 Capped Call Transactions, and accordingly their timing and other terms have not yet been determined. In particular, the actual amount to be received upon such unwind and termination will depend on a number of factors, including the market price of the Company’s common stock, volatility and other terms agreed upon with the counterparties. The Company is not required to, and does not, report the fair value of the 2028 Capped Call Transactions in its consolidated financial statements. As a result, the estimated market value thereof reflected above should not be relied upon as an indication of the market value of such instruments or for any other purpose.

To the extent there are any net proceeds remaining from the offering following settlement of any conversions and redemption of the 2028 Notes, the Company intends to use such proceeds to repay borrowings outstanding under its revolving credit facility and for general corporate purposes.

The consummation of the offering of Notes is subject to market conditions. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information contained in this report shall not constitute an offer to sell, or a solicitation of an offer to buy, and shall not constitute an offer, solicitation or sale of any Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1

News release dated May 18, 2026.

104

Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GRANITE CONSTRUCTION INCORPORATED

Date: May 18, 2026

By:

/s/ Staci M. Woolsey

Staci M. Woolsey

Executive Vice President, Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_964183.htm · Sequence: 2

ex_964183.htm

Exhibit 99.1

NEWS RELEASE

Granite Construction Incorporated Announces Private Offering of $600 Million of Senior Notes due 2034

WATSONVILLE, Calif., – May 18, 2026 – Granite Construction Incorporated (NYSE: GVA) (“Granite”) announced today that it plans to offer $600.0 million aggregate principal amount of senior notes due 2034 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Notes will be guaranteed on an unsecured basis by each of Granite’s existing and future domestic subsidiaries that is a borrower or a guarantor under Granite’s existing credit facility, subject to certain exceptions. The terms, pricing and consummation of the offering of Notes are subject to market and other customary closing conditions.

Granite intends to use the net proceeds from the offering, together with cash on hand and any cash payments received from the financial institutions that are counterparties to the capped call transactions related to the Company’s outstanding 3.75% Convertible Senior Notes due 2028 (the “2028 Notes”), to redeem all of the outstanding 2028 Notes and settle any conversions in connection therewith following the offering and, if applicable, as discussed below, to repay borrowings under its revolving credit facility and for general corporate purposes.

The estimated market value of the 2028 Notes is approximately $827.3 million, based on the closing price of our common stock on the NYSE on May 15, 2026 of $138.55 per share. Granite expects that all or substantially all of the holders of the 2028 Notes will elect to convert their notes in connection with the notice of redemption, and it may decide to settle such conversions partially in shares of Granite common stock. If Granite elects to do so, the amount of cash used by it to settle any conversions would be correspondingly reduced. As a result, to the extent there are any net proceeds remaining from the offering following settlement of any conversions and redemption of the 2028 Notes, Granite intends to use such proceeds to repay borrowings outstanding under its revolving credit facility and for general corporate purposes.

In connection with any conversions or redemption of the 2028 Notes, Granite expects to unwind and terminate the capped call transactions it entered into in connection with the original issuance of the 2028 Notes. In such unwind and termination, Granite would receive an amount from the financial institutions that are counterparties to the capped call transactions equal to the fair value of such transactions, determined at the time of the unwind and termination.

The Notes and the related guarantees have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption therefrom. Accordingly, the Notes will be offered only to persons reasonably believed to be “qualified institutional buyers” under Rule 144A of the Securities Act and to persons outside the United States under Regulation S.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the Notes, and shall not constitute an offer, solicitation or sale of any Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. The information contained in this news release does not constitute a notice of redemption with respect to any of the 2028 Notes.

Forward-looking Statements

Any statements contained in this news release that are not based on historical facts, including statements about the offering, the intended use of proceeds, the terms and pricing of the Notes, the redemption and conversions of the outstanding 2028 Notes, the estimated market value of the 2028 Notes, holders of the 2028 Notes converting their 2028 Notes, the settlement of conversions of the 2028 Notes, the unwind and termination of the capped call transactions and the amount Granite will receive from such unwind and termination constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by words such as “expects,” “estimates,” “intends,” “plans,” “potential,” “may,” “will,” “could,” “would” and the negatives thereof or other comparable terminology or by the context in which they are made. These forward-looking statements are based on management’s current beliefs, assumptions and estimates. These expectations may or may not be realized. Some of these expectations may be based on beliefs, assumptions or estimates that may prove to be incorrect. In particular, the actual amount to be received upon such unwind and termination of the capped call transactions will depend on a number of factors, including the market price of our common stock, volatility and other terms agreed upon with the counterparties. The amount to be received upon the termination and unwind is accordingly subject to change. We are not required to, and do not, report the fair value of the capped call transactions in our consolidated financial statements. As a result, any estimated value thereof should not be relied upon as an indication of the market value of such instruments or for any other purpose. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our business, financial condition, results of operations, cash flows and liquidity. Such risks and uncertainties include, but are not limited to, the risks related to whether Granite will consummate the offering of the Notes on the expected terms or at all, the anticipated terms of and the effects of the redemption and conversions of the outstanding 2028 Notes, the unwind and termination of the capped call transactions, investor demand for the Notes, actions of rating agencies, market conditions and other risks described in greater detail in our filings with the Securities and Exchange Commission, particularly those described in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Due to the inherent risks and uncertainties associated with our forward-looking statements, the reader is cautioned not to place undue reliance on them. The reader is also cautioned that the forward-looking statements contained herein speak only as of the date of this news release and, except as required by law, we undertake no obligation to revise or update any forward-looking statements for any reason.

Contacts:

Investors

Wenjun Xu, 831-761-7861

Media

Erin Kuhlman, 831-768-4111

Source: Granite Construction Incorporated

GRAPHIC

Filename: logo.jpg · Sequence: 7

Binary file (6691 bytes)

Download logo.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.1

Document And Entity Information

May 18, 2026

Document Information [Line Items]

Entity, Registrant Name

GRANITE CONSTRUCTION INCORPORATED

Document, Type

8-K

Document, Period End Date

May 18, 2026

Entity, Incorporation, State or Country Code

Entity, File Number

1-12911

Entity, Tax Identification Number

77-0239383

Entity, Address, Address Line One

585 West Beach Street

Entity, Address, City or Town

Watsonville

Entity, Address, State or Province

Entity, Address, Postal Zip Code

95076

City Area Code

831

Local Phone Number

724-1011

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock

Trading Symbol

GVA

Security Exchange Name

NYSE

Entity, Emerging Growth Company

false

Amendment Flag

false

Entity, Central Index Key

0000861459

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_DocumentInformationLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration