{"url_path":"/sec/gva/8-k/2026-06-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/861459/0001437749-26-019166-index.html","accession_number":"0001437749-26-019166","cik":"0000861459","ticker":"GVA","issuer_name":"GRANITE CONSTRUCTION INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/861459/0001437749-26-019166-index.html","primary_entity_key":"0000861459","primary_entity_name":"GRANITE CONSTRUCTION INC"},"word_count":894,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement**\n\n \n\n*Notes Offering*\n\n \n\nOn June 2, 2026, Granite Construction Incorporated (the “Company”) closed its offering of $600.0 million aggregate principal amount of its 6.375% senior notes due 2034 (the “Notes”). The Notes were sold in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”) and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.\n\n \n\nThe Company estimates that the net proceeds from the sale of the Notes were approximately $590.0 million, after deducting the initial purchasers’ discount and estimated offering expenses payable by the Company. 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. The Company intends to use the remainder of the net proceeds from the offering, if applicable, to repay borrowings under its revolving credit facility and for general corporate purposes.\n\n \n\n*Indenture*\n\n \n\nThe Notes were issued pursuant to an indenture, dated as of June 2, 2026 (the “Indenture”), between the Company, the Guarantors (as defined below) and U.S. Bank Trust Company, National Association (the “Trustee”). The Indenture and the Notes provide, among other things, that the Notes are the senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by each of the Company’s existing and future domestic subsidiaries that is a borrower or guarantor under the Company’s Fifth Amended and Restated Credit Agreement (the “Credit Facility”), subject to certain exceptions. The Notes bear interest at a rate of 6.375% per year and are payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2026.\n\n \n\nThe Notes will mature on June 15, 2034, unless earlier redeemed or repurchased. The Company may redeem all or part of the Notes at any time on or after June 15, 2029 at the prices set forth in the Indenture plus accrued and unpaid interest up to, but not including, the redemption date. At any time prior to June 15, 2029, the Company may also redeem up to 40% of the Notes using the net proceeds of certain equity offerings, at a redemption price equal to 106.375% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date; provided, that at least 50% of the original aggregate principal amount of the Notes issued under the Indenture must remain outstanding after each such redemption. At any time prior to June 15, 2029, the Company may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the applicable redemption date, plus a “make-whole” premium. Upon a change of control or upon the sale of certain assets, the Company may be required to offer to purchase the Notes at the prices and in the amounts set forth in the Indenture.\n\n \n\nThe Indenture contains customary terms and covenants, including limitations on the incurrence of additional indebtedness, the making of restricted payments, the creation of liens, the transfer or sale of assets, the creation of restrictions on the payment of dividends to the Company by the Guarantors, mergers or consolidations and affiliate transactions and provides that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 30% in aggregate principal amount of the Notes then outstanding may declare the entire principal amount of the Notes, and the interest accrued on such Notes, to be immediately due and payable.\n\n \n\nThe Company has various relationships with the initial purchasers. Certain of the initial purchasers and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the Company and its affiliates. In addition, certain of the initial purchasers or their respective affiliates are agents or lenders under the Credit Facility and certain of the initial purchasers are counterparties to the 2028 Capped Call Transactions. Certain initial purchasers or their affiliates may also hold a portion of the 2028 Notes. As a result of the contemplated use of proceeds from the offering of the Notes, these agents and lenders, or their respective affiliates, have received, and may in the future receive, a portion of the net proceeds and customary fees and expenses for those services.\n\n \n\n \n\n \n\n \n\nThe foregoing description of the Indenture and the Notes is a summary only and is qualified in its entirety by reference to the Indenture and form of Note attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference."}