Form 8-K

8-K — GRANITE CONSTRUCTION INC

Accession: 0001437749-26-017652

Filed: 2026-05-19

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 — gva20260516c_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_964184.htm)

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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 that it priced its previously announced offering of $600.0 million in aggregate principal amount of 6.375% 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 consummation of the offering of Notes is expected to be completed on June 2, 2026, subject to customary closing 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_964184.htm · Sequence: 2

ex_964184.htm

Exhibit 99.1

NEWS RELEASE

Granite Construction Incorporated Prices $600 Million Senior Notes Offering

WATSONVILLE, Calif., – May 18, 2026 – Granite Construction Incorporated (NYSE: GVA) (“Granite”) announced today that it has priced its previously announced offering of $600.0 million aggregate principal amount of 6.375% 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 by each of Granite’s existing and future domestic subsidiaries that is a borrower or guarantor under Granite’s existing credit facility, subject to certain exceptions. The consummation of the offering of the Notes is expected to be completed on June 2, 2026, subject to 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 Notes and the offering, the closing of the offering, the intended use of proceeds, 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 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, 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, 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

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