Company Website: https://www.graniteconstruction.com/
WATSONVILLE, Calif. -- (Business Wire)

Granite Construction Incorporated (NYSE: GVA) (“Granite”) today announced that it has called all of its outstanding 3.75% Convertible Senior Notes due 2028 (the “2028 Notes”) (CUSIP No. 387328 AD9) for redemption on August 10, 2026 (the “Redemption Date”).

The redemption price will be an amount in cash equal to 100% of the principal amount of each 2028 Note called for redemption, plus accrued and unpaid interest on such 2028 Note to, but excluding, the Redemption Date (the “Redemption Price”).

To receive payment of the Redemption Price, any certificated 2028 Notes and any other required documents must be surrendered to Wilmington Trust, National Association, as paying agent, on or prior to the Redemption Date. 2028 Notes held through the Depository Trust Company (“DTC”) should be presented for redemption in accordance with the applicable procedures of DTC.

2028 Notes called for redemption may be converted at the election of the applicable holder at any time before the close of business on August 6, 2026.

As a result of sending the notice of redemption, the current conversion rate has been increased for all conversions of 2028 Notes on or after today and through the close of business on August 6, 2026 by 0.1309 shares. The conversion rate (including the additional shares) for all conversions of 2028 Notes on or after today and through the close of business on August 6, 2026 is 21.8116 shares of Granite’s common stock per $1,000 principal amount of 2028 Notes. This conversion rate will remain subject to adjustment in accordance with the indenture from time to time for certain events.

Granite has elected to settle conversions of 2028 Notes on or after today and through the close of business on August 6, 2026 by paying cash up to $2,617.40 per $1,000.00 principal amount of the 2028 Notes to be converted and delivering shares of Granite’s common stock in respect of the remainder, if any, of the conversion obligation in excess thereof.

In connection with the issuance of the 2028 Notes, Granite entered into capped call transactions (the “2028 capped call transactions”) with certain financial institutions (the “existing counterparties”). In connection with the redemption of the 2028 Notes and the settlement of any conversions in connection therewith, Granite expects to unwind and terminate the 2028 capped call transactions. In such unwind and termination, Granite would receive an amount from the existing counterparties equal to the fair value of such transactions, determined at the time of the unwind and termination.

In connection with unwinding and terminating the 2028 capped call transactions, the existing counterparties and/or their respective affiliates may enter into or unwind various derivative transactions with respect to Granite’s common stock and/or purchase or sell shares of Granite’s common stock or other securities of Granite in secondary market transactions concurrently with or shortly after the redemption and settlement of any conversions of the 2028 Notes. This activity may affect the price of Granite’s common stock.

Forward-looking Statements

Any statements contained in this news release that are not based on historical facts, including statements about the redemption of the outstanding 2028 Notes, the unwind and termination of the 2028 capped call transactions, third parties entering into or unwinding derivative transactions with respect to Granite’s common stock and/or purchasing or selling Granite’s common stock or other securities, and the potential impact of the foregoing on the market price of Granite’s common stock, 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 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.

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Contacts:

Investors
Wenjun Xu, 831-761-7861

Or

Media
Erin Kuhlman, 831-768-4111

Source: Granite Construction Incorporated