Great Lakes Dredge & Dock (GLDD) SVP cashes out shares in $17 merger deal

Rhea-AI Filing Summary

Great Lakes Dredge & Dock Corporation SVP David Johanson reported mixed equity transactions tied to the company’s sale to Saltchuk Resources. On April 1, 2026, performance-based restricted stock units fully vested and 71,860 shares of common stock were acquired at no cost, reflecting equity awards settling at the merger’s effective time.

That same day, 191,597.5164 shares of common stock were disposed of in a transaction labeled as a tender-offer disposition, as each outstanding share of Great Lakes common stock was cancelled and converted into the right to receive $17.00 in cash, subject to tax withholding. After this cash-out, Johanson reported 0 common shares directly owned.

In a separate award-related transaction on March 25, 2026, he acquired 521.257 shares of common stock at $10.821 per share under the company’s 2025 Employee Stock Purchase Plan, which prices purchases at 85% of the closing price on a specified date. Footnotes also note that large blocks of restricted stock units were either converted into cash at the $17.00 merger consideration or replaced by equivalent cash-based awards with the same time-based vesting conditions.

Insights

Equity compensation & M&A specialist

Executive equity awards vested and were cashed out at a $17 per share merger price.

The filing shows David Johanson receiving equity compensation and then fully exiting his Great Lakes Dredge & Dock common stock position through the cash merger with Saltchuk Resources. Awards vested at the effective time, and all common shares were converted into the right to receive $17.00 per share in cash.

These are not open-market trades but transaction-driven events: a grant/vesting of 71,860 shares, an ESPP acquisition of 521.257 shares, and a tender-offer disposition of 191,597.5164 shares. With 0 shares reported afterward and no remaining derivatives, his equity exposure now depends on any replacement cash-based awards referenced in the merger terms rather than Great Lakes stock itself.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider JOHANSON DAVID

Role SVP-Project Acquisition & Ops

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	71,860	$0.00	--
U	Common Stock	191,597.516	$0.00	--
Grant/Award	Common Stock	521.257	$10.821	$6K

Holdings After Transaction: Common Stock — 191,597.516 shares (Direct)

Footnotes (1)

1. The shares were acquired under the Great Lakes Dredge & Dock Corporation 2025 Employee Stock Purchase Plan ("ESPP"). In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's common stock on December 1, 2025. 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 103,250 restricted stock units ("RSUs"). At the Effective Time, 89,375 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 13,515 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

Award shares vested: 71,860 shares Shares tendered: 191,597.5164 shares Merger cash price: $17.00 per share +5 more

8 metrics

Award shares vested 71,860 shares Common stock acquired April 1, 2026 via grant/award at merger effective time

Shares tendered 191,597.5164 shares Common stock disposed April 1, 2026 pursuant to tender offer in cash merger

Merger cash price $17.00 per share Each GLDD common share cancelled and converted into right to receive cash

ESPP acquisition 521.257 shares Common stock acquired March 25, 2026 under 2025 Employee Stock Purchase Plan

ESPP purchase price $10.821 per share Price per share for ESPP acquisition per transaction data

RSUs converted to cash 89,375 RSUs Cancelled and converted into cash based on $17.00 merger consideration

RSUs replaced by cash awards 13,515 RSUs Replaced by equivalent-value cash-based award with same time-based vesting

Post-transaction holdings 0 shares Total common stock directly owned after April 1, 2026 tender-offer disposition

Key Terms

2025 Employee Stock Purchase Plan, Merger Agreement, tender offer, restricted stock units, +1 more

5 terms

2025 Employee Stock Purchase Plan financial

"The shares were acquired under the Great Lakes Dredge & Dock Corporation 2025 Employee Stock Purchase Plan ("ESPP")."

Merger Agreement financial

"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 10, 2026, by and among Saltchuk Resources, Inc."

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.

tender offer financial

"transaction_action": "tender-offer disposition","transaction_code_description": "Disposition pursuant to a tender offer""

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.

restricted stock units financial

"Includes 103,250 restricted stock units ("RSUs"). At the Effective Time, 89,375 outstanding RSUs were canceled and converted into the right to receive an amount in cash"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Merger Consideration financial

"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."

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.

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^*

JOHANSON DAVID

(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-Project Acquisition & Ops

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	03/25/2026		A(1)		521.257	A	$10.821(2)	119,737.5164	D
Common Stock	04/01/2026		A(3)		71,860(3)	A	(3)	191,597.5164	D
Common Stock	04/01/2026		U		191,597.5164(4)(5)	D	(4)	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. The shares were acquired under the Great Lakes Dredge & Dock Corporation 2025 Employee Stock Purchase Plan ("ESPP").

2. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's common stock on December 1, 2025.

3. 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.

4. 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.

5. Includes 103,250 restricted stock units ("RSUs"). At the Effective Time, 89,375 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 13,515 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 David Johanson report on this Form 4?

David Johanson reported two equity acquisitions and one disposition. He received 71,860 shares via award vesting, bought 521.257 shares through the 2025 ESPP, and disposed of 191,597.5164 shares in a tender-offer transaction linked to the $17.00-per-share cash merger.

How did the Saltchuk merger affect GLDD shares held by David Johanson?

At the merger’s effective time, each GLDD common share was cancelled and converted into the right to receive $17.00 in cash. Johanson’s 191,597.5164 shares were disposed of in this tender-offer disposition, leaving him with zero directly owned common shares after the transaction.

What price did GLDD’s SVP effectively receive for his common stock in the merger?

Under the merger agreement, each outstanding share of Great Lakes common stock was converted into the right to receive $17.00 in cash. Johanson’s reported tender-offer disposition of 191,597.5164 shares reflects this fixed merger consideration, subject to any required tax withholdings at closing.

How many GLDD shares did David Johanson acquire through equity awards and plans?

He acquired 71,860 shares of common stock at no cost via vesting of performance-based restricted stock at the merger’s effective time. He also acquired 521.257 shares through the 2025 Employee Stock Purchase Plan, at a purchase price of $10.821 per share per the transaction data.

What happened to David Johanson’s restricted stock units in the GLDD merger?

Footnotes state that 89,375 restricted stock units were cancelled and converted into a cash amount based on the $17.00 merger consideration. An additional 13,515 RSUs were replaced by a cash-based award of equivalent value, retaining the same time-based vesting conditions as before the merger.

Does David Johanson still own Great Lakes Dredge & Dock (GLDD) common shares after the merger?

No. After the April 1, 2026 tender-offer disposition, his reported total shares following the transaction are zero. All previously held common stock was cancelled and converted into the right to receive $17.00 per share in cash under the merger agreement with Saltchuk Resources.