GLDD (NASDAQ: GLDD) SVP equity cashed out at $17 per share in merger

Rhea-AI Filing Summary

Great Lakes Dredge & Dock Corporation senior vice president of market development William H. Hanson reported equity award and merger-related share activity. On April 1, 2026, his performance-based restricted stock units fully vested under the merger agreement, and his common shares were converted into cash at $17.00 per share.

The filing notes 33,233 restricted stock units in total, of which 24,785 were cancelled for a cash payment based on the $17.00 merger price and 8,448 were converted into a cash-based award with the same time-based vesting terms. Following the tender-offer related disposition, the Form 4 shows no remaining common stock directly held.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider HANSON WILLIAM H

Role SVP, Market Development

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	13,631	$0.00	--
U	Common Stock	90,852.743	$0.00	--

Holdings After Transaction: Common Stock — 90,852.743 shares (Direct)

Footnotes (1)

1. Pursuant to the Merger Agreement (as defined in footnote 2 below), at the Effective Time (as defined in footnote 2 below), these performance-based restricted stock units fully vested, with the number earned or deemed earned as set forth in the Merger Agreement. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 10, 2026, by and among Saltchuk Resources, Inc. ("Parent"), Huron MergeCo, Inc. ("Merger Sub"), and Great Lakes Dredge & Dock Corporation ("Issuer") on April 1, 2026 (the "Effective Time"), Merger Sub merged with and into Issuer, with Issuer surviving as a wholly owned subsidiary of Parent upon consummation of the transactions contemplated by the Merger Agreement. At the Effective Time, each outstanding share of common stock of the Issuer ("Common Stock") was cancelled and converted into the right to receive $17.00 in cash (the "Merger Consideration"), without interest and subject to any required tax withholdings. Includes 33,233 restricted stock units ("RSUs"). At the Effective Time, 24,785 outstanding RSUs were canceled and converted into the right to receive an amount in cash equal to the product of the aggregate number of shares of Common Stock underlying such RSUs immediately prior to the Effective Time, multiplied by the Merger Consideration, and 8,448 RSUs were replaced by a cash-based award of equivalent value (based on the Offer Price (as defined in the Merger Agreement)) that is subject to the same time-based vesting conditions as applied to the unvested portion of such award prior to the Effective Time.

Key Figures

Performance RSUs vested: 13,631 shares Shares disposed in tender: 90,852.743 shares Merger Consideration: $17.00 per share +3 more

6 metrics

Performance RSUs vested 13,631 shares Award acquisition on April 1, 2026 under merger agreement

Shares disposed in tender 90,852.743 shares Tender-offer related disposition on April 1, 2026

Merger Consideration $17.00 per share Cash received for each GLDD common share at effective time

Total RSUs referenced 33,233 RSUs Restricted stock units held and described in footnote

RSUs cashed out 24,785 RSUs Canceled and converted to cash based on $17.00 price

RSUs converted to cash award 8,448 RSUs Replaced by cash-based award with same vesting terms

Key Terms

performance-based restricted stock units, Merger Agreement, Merger Consideration, restricted stock units ("RSUs"), +2 more

6 terms

performance-based restricted stock units financial

"these performance-based restricted stock units fully vested, with the number earned"

Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.

Merger Agreement regulatory

"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 10, 2026"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Merger Consideration financial

"was cancelled and converted into the right to receive $17.00 in cash (the "Merger Consideration")"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

restricted stock units ("RSUs") financial

"Includes 33,233 restricted stock units ("RSUs"). At the Effective Time, 24,785 outstanding RSUs"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

cash-based award financial

"8,448 RSUs were replaced by a cash-based award of equivalent value"

tender offer financial

"transaction_action": "tender-offer disposition"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HANSON WILLIAM H

(Last) (First) (Middle)

C/O GREAT LAKES DREDGE & DOCK CORP.

9811 KATY FREEWAY, SUITE 1200

(Street)

HOUSTON TEXAS 77024

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Great Lakes Dredge & Dock CORP [ GLDD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Market Development

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/01/2026		A(1)		13,631(1)	A	(1)	90,852.743	D
Common Stock	04/01/2026		U		90,852.743(2)(3)	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the Merger Agreement (as defined in footnote 2 below), at the Effective Time (as defined in footnote 2 below), these performance-based restricted stock units fully vested, with the number earned or deemed earned as set forth in the Merger Agreement.

2. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 10, 2026, by and among Saltchuk Resources, Inc. ("Parent"), Huron MergeCo, Inc. ("Merger Sub"), and Great Lakes Dredge & Dock Corporation ("Issuer") on April 1, 2026 (the "Effective Time"), Merger Sub merged with and into Issuer, with Issuer surviving as a wholly owned subsidiary of Parent upon consummation of the transactions contemplated by the Merger Agreement. At the Effective Time, each outstanding share of common stock of the Issuer ("Common Stock") was cancelled and converted into the right to receive $17.00 in cash (the "Merger Consideration"), without interest and subject to any required tax withholdings.

3. Includes 33,233 restricted stock units ("RSUs"). At the Effective Time, 24,785 outstanding RSUs were canceled and converted into the right to receive an amount in cash equal to the product of the aggregate number of shares of Common Stock underlying such RSUs immediately prior to the Effective Time, multiplied by the Merger Consideration, and 8,448 RSUs were replaced by a cash-based award of equivalent value (based on the Offer Price (as defined in the Merger Agreement)) that is subject to the same time-based vesting conditions as applied to the unvested portion of such award prior to the Effective Time.

	/s/Vivienne R. Schiffer, by Power of Attorney	04/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did GLDD executive William H. Hanson report on April 1, 2026?

He reported vesting and cash-out of equity tied to a merger. Performance-based restricted stock units vested, common shares were converted to cash at $17.00 per share, and remaining holdings were eliminated through a tender-offer related disposition.

What was the cash merger price per share for Great Lakes Dredge & Dock (GLDD)?

Each share of Great Lakes Dredge & Dock common stock was converted into the right to receive $17.00 in cash. This amount, called the Merger Consideration, was paid without interest and subject to any required tax withholdings under the merger agreement.

How were William H. Hanson’s GLDD restricted stock units treated in the merger?

He held 33,233 restricted stock units. Of these, 24,785 RSUs were canceled and converted into a cash payment based on the $17.00 merger price, while 8,448 RSUs were replaced by a cash-based award with the same time-based vesting schedule.

Did the GLDD insider retain any common shares after the April 1, 2026 merger event?

The Form 4 shows that after the tender-offer related disposition, the reporting person held zero shares of Great Lakes Dredge & Dock common stock directly. His equity exposure shifted to cash payments and a replacement cash-based award tied to prior vesting terms.

What corporate transaction triggered the GLDD insider Form 4 filing?

The filing stems from a merger where Huron MergeCo, Inc. merged into Great Lakes Dredge & Dock Corporation. At the effective time, the company became a wholly owned subsidiary of Saltchuk Resources, Inc., and each GLDD common share was converted into $17.00 in cash.