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Get filing alertsGranite settles $273.7M convertible notes, pays $715M cash and issues 662K shares
Filed August 13, 2026 · Period ending August 11, 2026 · ~1 min read
Key Changes
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Settled $273.7M of 3.75% convertible notes due 2028 by paying $715M cash and issuing 662,383 shares, eliminating debt and future interest but diluting existing shareholders.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR → -
high
Unwound capped call hedges for $148M cash from counterparties, which partially funded the $715M settlement payment; the hedges had limited dilution from note conversions.
Item 8.01 — Other Events verify on EDGAR → -
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Issued shares under Section 3(a)(9) exemption for exchanges with existing security holders, a standard procedural basis for convertible note conversions.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR →
Summary
Granite Construction completed the settlement of $273.7 million principal amount of its 3.75% convertible senior notes due 2028. The company paid approximately $715 million in cash and issued 662,383 shares of common stock to noteholders who elected to convert in connection with the redemption.
This eliminates the debt obligation and future interest payments on the converted notes, but increases the share count and dilutes existing shareholders. To fund the settlement, Granite unwound the capped call transactions it had entered into when the notes were originally issued, receiving approximately $148 million from counterparties.
These derivative hedges were designed to limit dilution from note conversions; unwinding them ahead of redemption crystallized their value. The $148 million proceeds partially offset the $715 million cash outlay. The transaction reduces leverage while increasing equity, a balance sheet restructuring that trades debt service for dilution.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
on August 4, 2026, the Company entered into unwind agreements (the “Unwind Agreements”) with certain financial institutions (the “Capped Call Counterparties”) to unwind and terminate in full the capped call transactions that were entered into in connection with the offering of the 2028 Notes (the “2028 Notes Capped Call Transactions”). Pursuant to the Unwind Agreements, on August 11, 2026, the Capped Call Counterparties paid the Company approximately $148 million in the aggregate to unwind and terminate the 2028 Notes Capped Call Transactions.
Granite unwound the capped call hedges associated with its 2028 convertible notes, receiving approximately $148 million from counterparties. Capped calls are derivative instruments that limit dilution from convertible note conversions; unwinding them ahead of redemption crystallizes their value as the notes are settled.
Added in current filing · verify on EDGAR →
On August 12, 2026, the Company paid approximately $715 million in cash (including cash paid in lieu of fractional shares), which was funded in part by cash proceeds received by the Company pursuant to the settlement of the Unwind Agreements, and issued 662,383 shares of common stock, each as further described above, to settle its obligations with respect to the 2028 Notes that were submitted for conversion in connection with the redemption of the 2028 Notes.
Granite settled the 2028 Notes redemption by paying approximately $715 million in cash and issuing 662,383 shares of common stock to noteholders who converted. The cash payment was partially funded by the $148 million received from unwinding the capped call transactions. This completes the previously disclosed redemption of the outstanding $273.7 million principal amount of 2028 Notes.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 14, 2026 · How we verify