Granite Construction Incorporated (NYSE: GVA) announced plans to offer $600 million in senior notes due 2034 through a private offering exempt from Securities Act registration requirements. The notes will be guaranteed by Granite's existing and future domestic subsidiaries that participate in the company's current credit facility.

The construction company intends to use proceeds from the offering, along with cash on hand and payments from capped call transaction counterparties, to redeem all outstanding 3.75% Convertible Senior Notes due 2028. The estimated market value of the 2028 notes is approximately $827.3 million, based on Granite's May 15, 2026 closing stock price of $138.55 per share.

Granite expects most holders of the 2028 notes will elect to convert their securities in connection with the redemption notice. The company may settle some conversions partially in common stock shares, which would reduce the cash required for settlement. Any remaining proceeds would be used to repay revolving credit facility borrowings and for general corporate purposes.

In connection with conversions or redemption of the 2028 notes, Granite plans to unwind and terminate related capped call transactions. The company would receive payments from financial institution counterparties equal to the fair value of those transactions at the time of termination.

The new notes will be offered only to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S. The offering's terms, pricing and completion remain subject to market conditions and customary closing requirements.