Every material Form 8-K Granite Construction has filed with the SEC since October 31, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Granite reported third-quarter 2026 revenue up 23% to $1.77 billion and adjusted diluted EPS of $3.81, versus $2.70 a year earlier. GAAP diluted EPS fell to $0.07 from $1.98 because of $162 million of non-operating charges from settling convertible note conversions in cash. The company also raised the low end of its 2026 revenue guidance and introduced 2029 financial targets.
Q3 revenue $1.77 billion, up from $1.43 billion; Q3 adjusted EBITDA $283 million, up 32%
Q3 GAAP net income attributable to Granite $3 million ($0.07 per diluted share) vs. $103 million ($1.98) a year earlier, after $162 million of net non-operating charges tied to 3.75% convertible notes
2026 revenue guidance raised to $5.4 billion to $5.5 billion from $5.3 billion to $5.5 billion; other 2026 guidance unchanged
2029 targets include organic revenue CAGR of 10% to 12% and adjusted EBITDA margin of 14% to 16%
Granite Construction's board appointed George L. Nash, Jr. as a director on August 5, 2026, filling a seat in the class whose terms expire at the 2028 annual meeting. The board determined he is independent under New York Stock Exchange listing standards, and he will serve on the Audit/Compliance and Risk committees, a routine board change with no financial figures disclosed.
Nash appointed to the board on August 5, 2026, in the class with terms expiring at the 2028 Annual Meeting of Stockholders
Nash will serve on the Audit/Compliance Committee and Risk Committee and is determined to be independent under NYSE standards
Nash will receive non-employee director compensation and sign the company's standard Indemnification Agreement (Exhibit 10.1)
Granite Construction entered unwind agreements on August 4, 2026, to terminate in full the capped call transactions tied to its 3.75% Convertible Senior Notes due 2028, which it had called for redemption. The counterparties will pay cash based on the company's share price over a five-day period starting August 4, 2026, but the filing does not state an amount. The company expects to use the proceeds with cash on hand to settle note conversions on August 12, 2026.
Unwind agreements signed August 4, 2026, with certain financial institutions (Capped Call Counterparties)
Cash settlement amounts will be based on the volume-weighted average share price over a five-day period beginning August 4, 2026; no amount is stated
Settlement expected on or about August 11, 2026; note conversions expected to be settled August 12, 2026
Underlying notes: $273.7 million aggregate principal of 3.75% Convertible Senior Notes due 2028, called for redemption as previously disclosed on May 19, 2026
Granite reported second-quarter 2026 revenue up 29% year over year to $1.46 billion, but a net loss attributable to Granite of $278 million, or $(6.36) per diluted share, driven by a $360 million non-operating loss on convertible debt transactions. Excluding that loss, adjusted diluted EPS rose to $2.16 from $1.93, and the company raised its 2026 revenue guidance by $100 million, which matters to shareholders because the GAAP loss is large while the core operating measures improved.
Q2 revenue rose to $1.46 billion from $1.13 billion a year earlier, and adjusted EBITDA rose 22% to $186 million
Q2 net loss of $278 million, or $(6.36) per diluted share, compared with net income of $72 million, or $1.42 per diluted share, a year earlier
The $360 million loss on convertible debt transactions relates to the 3.75% convertible notes; Granite elected to settle the conversions primarily in cash
2026 revenue guidance raised to $5.3 billion to $5.5 billion from $5.2 billion to $5.4 billion
Granite Construction closed a $600.0 million offering of 6.375% senior notes due 2034 on June 2, 2026, with estimated net proceeds of about $590.0 million. The company plans to use the proceeds, with cash on hand, to redeem its 3.75% convertible notes due 2028, and it expects a non-cash charge of approximately $500 million tied to the derivative feature of those convertibles, which shareholders should weigh against the financing.
Closed $600.0 million of 6.375% senior notes due June 15, 2034, with estimated net proceeds of about $590.0 million
Called $273.7 million of 2028 convertible notes for redemption on August 10, 2026, and elected to settle conversions mainly in cash
Estimated derivative liability of about $500 million expected to be recognized as charges, after the stock rose 253% since the 2028 notes were issued
Company says the accounting impacts will be excluded from non-GAAP measures and do not change its 2026 adjusted EBITDA margin guidance
Granite reported first-quarter 2026 revenue of $912 million, up 30% from a year earlier, and raised its 2026 revenue guidance to $5.2 billion to $5.4 billion. The GAAP net loss widened to $42 million, but adjusted diluted EPS rose to $0.26 from $0.01, and the company said it completed the Kenny Seng Construction acquisition on April 23, 2026.
Q1 revenue was $912 million, up from $700 million; net loss attributable to Granite was $42 million, or $(0.96) per diluted share, versus $34 million, or $(0.77), a year earlier
Adjusted diluted EPS was $0.26 versus $0.01; adjusted EBITDA rose 106% to $58 million
2026 revenue guidance raised to $5.2 billion to $5.4 billion from $4.9 billion to $5.1 billion; adjusted EBITDA margin guidance raised to 12.25% to 13.25%
Contracted backlog (CAP) reached a record $7.2 billion, including $640 million of U.S. Customs and Border Protection tactical infrastructure projects
On February 18, 2026, Granite Construction agreed with a limited number of holders to exchange $100 million of its 3.75% Convertible Senior Notes due 2028, with consideration based partly on its share price over a 15 trading-day period. At an assumed price of $128.61 per share, the total purchase price would be about $283 million, paid entirely in cash. The company also partly unwound related capped call transactions, and it expects $273.75 million of the notes to remain outstanding and about 2.2 million shares to leave its diluted share count.
Exchange of $100 million principal of 3.75% Convertible Senior Notes due 2028, agreed on February 18, 2026
At an assumed $128.61 daily VWAP, total purchase price is about $283 million including accrued interest, all in cash
Stock is delivered only if the average VWAP exceeds $140.00 over the 15 trading-day Measurement Period beginning February 18, 2026
Expected notes outstanding after closing: $273.75 million; about 2.2 million shares removed from diluted share count
Granite reported fourth-quarter and full-year 2025 results. Q4 net income attributable to Granite rose 25% to $52 million, and diluted EPS rose 23% to $1.03; full-year diluted EPS rose 47% to $3.86. The company also issued 2026 guidance calling for revenue of $4.9 billion to $5.1 billion, compared with $4.4 billion in 2025.
Q4 2025 revenue increased 19% year-over-year to $1.2 billion; Q4 diluted EPS was $1.03 versus $0.84 a year earlier
Committed and Awarded Projects reached a record $7.0 billion at December 31, 2025, up 32% year-over-year
Full-year 2025 revenue was $4.4 billion, up 10%; full-year adjusted EBITDA was $527 million, up 31%
2026 guidance: revenue of $4.9 billion to $5.1 billion and adjusted EBITDA margin of 12.0% to 13.0%
Granite reported third-quarter 2025 results, with revenue up 12% to $1.43 billion and net income attributable to Granite up 30% to $103 million. The company narrowed its full-year 2025 revenue guidance by lowering the top of the range to $4.45 billion, while raising its adjusted EBITDA margin range, so shareholders get strong quarterly growth alongside a lower revenue ceiling.
Q3 revenue rose 12% year-over-year to $1.43 billion; diluted EPS was $1.98 versus $1.57 a year earlier.
Adjusted diluted EPS was $2.70, up 32% from $2.05 in the prior-year quarter.
2025 revenue guidance narrowed to $4.35 billion to $4.45 billion from $4.35 billion to $4.55 billion; adjusted EBITDA margin guidance raised to 11.50% to 12.50% from 11.25% to 12.25%.
Committed and awarded projects reached a record $6.3 billion, up $273 million sequentially.
Granite Construction's board appointed J. Timothy Romer as a director on September 8, 2025, on the Nominating and Corporate Governance Committee's recommendation. He will serve on the Audit/Compliance and Risk committees, and the board determined he is independent under NYSE listing standards. The filing describes a routine board addition with no financial figures.
Romer's term expires at the 2028 Annual Meeting of Stockholders
He will serve on the Audit/Compliance Committee and Risk Committee
He will receive standard non-employee director compensation and enter the company's standard Indemnification Agreement (Exhibit 10.1)
Granite Construction reported second-quarter 2025 revenue of $1.13 billion, up 4% from a year earlier, and GAAP diluted earnings per share of $1.42, up from $0.76. The company raised its 2025 revenue and adjusted EBITDA margin guidance to reflect the Warren Paving and Papich Construction acquisitions announced August 6, 2025, which management says are immediately accretive to adjusted EBITDA margin.
Q2 2025 revenue $1.13 billion vs. $1.08 billion a year earlier; net income attributable to Granite $72 million vs. $37 million
Adjusted diluted EPS $1.93 vs. $1.73 in Q2 2024; six-month GAAP diluted EPS $0.84 vs. $0.13
2025 revenue guidance $4.35 billion to $4.55 billion, including about $150 million from new acquisitions; adjusted EBITDA margin guidance raised to 11.25% to 12.25%
Committed and Awarded Projects (CAP) reached a record $6.1 billion, up $324 million sequentially
Granite Construction said it bought all outstanding equity of Slats Lucas LLC and Warren Paving Inc. from their Mississippi sellers for $540.0 million, subject to customary closing adjustments, under an agreement dated August 5, 2025. The purchase was funded in part with a new $600.0 million senior secured term loan, and the company also amended and restated its credit agreement, which runs to August 5, 2030, and adds a revolver and a delayed draw term loan. Shareholders will bear the added debt and the covenants attached to it.
Purchase price of $540.0 million for Slats Lucas LLC and Warren Paving Inc., subject to customary closing adjustments
Initial $600.0 million senior secured term loan used in part to fund the purchase
Revolver of $600.0 million with $570.4 million unused as of the filing date; delayed draw term loan up to $75.0 million
Term Loans mature August 5, 2030; covenants require interest coverage of at least 3.00 to 1.00 and leverage no more than 3.75 to 1.00
Granite Construction said Executive Vice President and Chief Operating Officer James A. Radich notified the company on May 16, 2025 that he will retire from the role on July 4, 2025. The filing does not name a successor or describe the reasons for the departure, and it does not include financial results or guidance.
James A. Radich, Executive Vice President and Chief Operating Officer, will retire.
Notice was given May 16, 2025; retirement takes effect July 4, 2025.
The filing does not name a successor or give a reason for the departure.
Granite Construction reported a first-quarter 2025 net loss attributable to the company of $34 million, or $(0.77) per diluted share, compared with a $31 million loss, or $(0.70) per share, a year earlier. Revenue rose 4% year-over-year to $700 million, and adjusted diluted earnings were $0.01 per share versus an adjusted loss of $(0.21) a year earlier. The company said its 2025 guidance is unchanged.
Q1 revenue rose $28 million, or 4%, to $700 million; Materials segment revenue rose 10.2% to $84.9 million.
GAAP net loss attributable to the company was $34 million, or $(0.77) per diluted share, versus $(0.70) a year earlier, with stock-based compensation of $32.2 million compared with $12.9 million.
Adjusted diluted EPS was $0.01, compared with $(0.21) a year earlier; operating cash flow was $4 million.
2025 guidance is unchanged, including revenue of $4.2 billion to $4.4 billion and an adjusted EBITDA margin of 11.0% to 12.0%.
Granite Construction reported fourth-quarter and full-year 2024 results, with revenue and diluted earnings per share higher than in the prior year. The company also issued 2025 guidance calling for revenue of $4.2 billion to $4.4 billion and adjusted EBITDA margin of 11.0% to 12.0%, which gives shareholders a near-term benchmark for the year ahead.
Q4 revenue rose 5% to $977 million; Q4 gross profit was $151 million, up from $94 million
Q4 diluted EPS was $0.84 versus $0.55; adjusted diluted EPS was $1.23 versus $0.85
Full-year 2024 diluted EPS was $2.62 versus $0.97; operating cash flow was $456 million
2025 guidance: revenue of $4.2 billion to $4.4 billion; adjusted EBITDA margin of 11.0% to 12.0%
Granite Construction reported third-quarter 2024 revenue up 14% year over year to $1.3 billion, with net income attributable to the company of $79 million, or $1.57 per diluted share, versus $1.13 a year earlier. The company kept its full-year 2024 revenue guidance of $3.9 billion to $4.0 billion, narrowed its adjusted EBITDA margin range to 10% to 11%, and raised its SG&A expense range to 8.3% to 8.5% of revenue due to increased incentive compensation.
Q3 diluted EPS was $1.57 vs $1.13 a year earlier; adjusted diluted EPS was $2.05 vs $1.72
Q3 revenue rose $159 million to $1.3 billion, with the Construction and Materials segments each up 14%
Record committed and awarded projects (CAP) reached $5.6 billion, up $44 million sequentially
2024 guidance: revenue unchanged at $3.9 billion to $4.0 billion; SG&A raised to 8.3% to 8.5% of revenue from 7.5% to 8.0%
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