Granite Construction to Offer $600M Senior Notes in Private Placement

Granite Construction plans to offer $600M aggregate principal amount of senior notes due 2034 in a private offering that is exempt from the registration requirements of the Securities Act of 1933. The Notes will be guaranteed on an unsecured basis by each of Granite's existing and future domestic subsidiaries that is a borrower or a guarantor under Granite's existing credit facility, subject to certain exceptions. The terms, pricing and consummation of the offering of Notes are subject to market and other customary closing conditions. Granite 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 related to the Company's outstanding 3.75% Convertible Senior Notes due 2028, to redeem all of the outstanding 2028 Notes and settle any conversions in connection therewith following the offering and, if applicable, as discussed below, to repay borrowings under its revolving credit facility and for general corporate purposes. The estimated market value of the 2028 Notes is approximately $827.3M, based on the closing price of our common stock on the NYSE on May 15, 2026 of $138.55 per share. Granite expects that all or substantially all of the holders of the 2028 Notes will elect to convert their notes in connection with the notice of redemption, and it may decide to settle such conversions partially in shares of Granite common stock. If Granite elects to do so, the amount of cash used by it to settle any conversions would be correspondingly reduced. As a result, to the extent there are any net proceeds remaining from the offering following settlement of any conversions and redemption of the 2028 Notes, Granite intends to use such proceeds to repay borrowings outstanding under its revolving credit facility and for general corporate purposes.