{"url_path":"/sec/gva/8-k/2026-06-02/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.**","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 7.01. Regulation FD Disclosure.**\n\n \n\nOn May 19, 2026 (the “Call Notice Date”), the Company announced that it called the outstanding $273.7 million aggregate principal amount of its 2028 Notes for redemption on August 10, 2026, and elected to settle conversions on or after the Call Notice Date and through the close of business on August 6, 2026 by paying cash up to $2,617.40 per $1,000 principal amount of the 2028 Notes to be converted (which, on an as-converted basis, corresponds to approximately $120.00 per share of its common stock) and delivering shares of the Company’s common stock, par value $0.01 per share, in respect of the remainder, if any, of the conversion obligation in excess thereof (the “Conversion Election”). The Company made this Conversion Election to limit dilution to its stockholders in connection with settling conversions of the 2028 Notes.\n\n \n\nThe Conversion Election, which primarily uses cash to settle conversions, is expected to cause the conversion option derivative embedded in the 2028 Notes to be accounted for as a bifurcated feature under Accounting Standards Codification Topic 815, Derivatives and Hedging (“ASC 815”). Previously, this feature qualified for the own-equity scope exception under ASC 815.  However, as of the Call Notice Date, the feature is expected to no longer qualify for this exception and, as a result, will require bifurcation at fair value as of the Call Notice Date, as of June 30, 2026 and through the settlement date.\n\n \n\nBecause the Company’s stock price appreciated 253% from the date of issuance of the 2028 Notes through the Call Notice Date, the fair value of the derivative liability that is expected to be recorded on the consolidated balance sheet as of the Call Notice Date is estimated to be approximately $500 million (“Estimated Derivative Liability”). This amount will be remeasured at June 30, 2026 and through the settlement date, with the value of the Estimated Derivative Liability expected to be recognized as charges in our consolidated statement of operations through the period of settlement.\n\n \n\nThe Company expects to exclude the impacts associated with the redemption and related conversion settlements of the 2028 Notes and any related tax effects from its non-GAAP financial measures, including adjusted EBITDA and adjusted net income attributable to Granite. This expected accounting treatment does not change the Company’s 2026 adjusted EBITDA margin guidance.  Additionally, these expected accounting impacts do not represent incremental cash obligations beyond the cash settlement amounts already contemplated by the Conversion Election.\n\n \n\nThe preliminary accounting determinations and estimates set forth herein are based on a number of assumptions and are subject to completion, including the completion of customary financial statement closing and review procedures for the three month periods ending June 30, 2026 and September 30, 2026. As a result, the preliminary accounting determinations and estimates set forth herein reflect the Company’s preliminary determinations and estimates with respect to such information, based on information currently available to management, may require additional adjustments, and may vary materially from the Company’s actual financial results as of and for the three month periods ending June 30, 2026 and September 30, 2026.\n\n \n\n \n\n \n\n \n\n**Forward-Looking Statements**\n\n \n\nAny statements contained in this Current Report on Form 8-K that are not based on historical facts, including statements about the net proceeds, the intended use of proceeds and the preliminary accounting determinations and estimates and that the Company expects to exclude the impacts associated with the redemption and related conversion settlements of the 2028 Notes and any related tax effects from its non-GAAP financial measures 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, the Company’s business and operations involve numerous risks and uncertainties, many of which are beyond the Company’s control, which could result in the Company’s expectations not being realized or otherwise materially affect the Company’s business, financial condition, results of operations, cash flows and liquidity. Such risks and uncertainties include, but are not limited to, the effects of the redemption and conversions of the outstanding 2028 Notes, the settlement of any conversions in connection therewith, the unwind and termination of the 2028 Capped Call Transactions, the Company's financial closing and review procedures, final adjustments and other developments that may arise between the date of this Current Report on Form 8-K and when second and third quarter 2026 financial results are finalized and those described in greater detail in the Company’s filings with the Securities and Exchange Commission, particularly those described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.\n\n \n\nDue to the inherent risks and uncertainties associated with the Company’s 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 Current Report on Form 8-K and, except as required by law, the Company undertakes no obligation to revise or update any forward-looking statements for any reason."}