Granite Construction to exchange $100M of 3.75% convertible notes for cash and potential stock

GRANITE CONSTRUCTION INC

Exchanged $100M aggregate principal of 3.75% Convertible Senior Notes due 2028 for cash and possible stock.
Consideration approx $283M in cash if VWAP at $128.61; stock portion activates if VWAP > $140.
After exchange, $273.75M of notes remain outstanding; diluted share count reduced by ~2.2M shares.
Entered partial unwind agreements with capped call counterparties related to exchanged notes.
Measurement period starts Feb 18, 2026; closing expected after 15 trading days subject to conditions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

GRANITE CONSTRUCTION INC entered into Exchange Agreements with a limited number of holders of the Company's outstanding 3.75% Convertible Senior Notes due 2028 valued at $100 million aggregate principal amount of the 3.75% Convertible Notes (effective 2026-02-18).

Action: entry
Agreement: notes offering
Counterparty: a limited number of holders of the Company's outstanding 3.75% Convertible Senior Notes due 2028
Value: $100 million aggregate principal amount of the 3.75% Convertible Notes
Effective: 2026-02-18

Exact text from the filing

On February 18, 2026 (the “Exchange Date”), Granite Construction Incorporated (the “Company”) entered into separate and privately negotiated agreements (the “Exchange Agreements”) with a limited number of holders of the Company’s outstanding 3.75% Convertible Senior Notes due 2028

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GRANITE CONSTRUCTION INC filing history →

Source: SEC EDGAR

accession 0000861459-26-000006

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