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Great Lakes Dredge & Dock (GLDD) SVP equity cashed out in $17 merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Great Lakes Dredge & Dock Corporation’s Form 4 shows SVP-Proj Svcs & Fleet Engineer Christopher Gunsten’s equity changing hands in connection with the closing of the Saltchuk Resources merger. Performance-based restricted stock units fully vested at the merger’s effective time, resulting in an acquisition of 71,860 shares of common stock at no cost.

Immediately afterward, a total of 182,496 common shares were disposed of pursuant to the tender offer, with each share converted into the right to receive $17.00 in cash. Following these transactions, Gunsten no longer directly holds Great Lakes common stock, while certain RSUs were cashed out and others converted into a cash-based award that retains the prior time-based vesting conditions.

Positive

  • None.

Negative

  • None.

Insights

Executive equity converted to cash as part of the Saltchuk merger.

SVP Christopher Gunsten’s Form 4 reflects standard treatment of executive equity in a cash acquisition. Performance-based RSUs vested at the effective time, creating 71,860 common shares that were immediately swept into the tender alongside his existing holdings.

All 182,496 common shares were converted into a right to receive $17.00 per share in cash under the Merger Agreement, leaving him with no Great Lakes common stock. The filing also notes 89,735 RSUs were cashed out and 13,515 RSUs were replaced by an equivalent-value cash-based award that keeps the original time-based vesting schedule.

Overall, this looks like mechanical merger consideration rather than a discretionary trade, so it mainly confirms that executive equity was settled in line with the agreed $17.00 per-share deal terms.

Insider GUNSTEN CHRISTOPHER
Role SVP-Proj Svcs & Fleet Engineer
Type Security Shares Price Value
Grant/Award Common Stock 71,860 $0.00 --
U Common Stock 182,496 $0.00 --
Holdings After Transaction: Common Stock — 182,496 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 103,250 restricted stock units ("RSUs"). At the Effective Time, 89,735 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.
Shares acquired via vesting 71,860 shares Performance-based units vesting at merger effective time
Shares disposed in tender offer 182,496 shares Common stock cancelled and converted to cash
Merger consideration per share $17.00 per share Cash paid for each Great Lakes common share
RSUs referenced 103,250 RSUs Total RSUs mentioned in footnote
RSUs paid in cash 89,735 RSUs Cancelled and converted into cash at $17.00
RSUs converted to cash-based award 13,515 RSUs Replaced by cash-based award with same vesting terms
Shares held after transaction 0 shares Direct Great Lakes common stock ownership post-merger
performance-based restricted stock units financial
"these performance-based restricted stock units fully vested, with the number earned or deemed 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 financial
"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.
Agreement and Plan of Merger financial
"Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 10, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
restricted stock units ("RSUs") financial
"Includes 103,250 restricted stock units ("RSUs"). At the Effective Time, 89,735 outstanding RSUs were canceled"
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
"13,515 RSUs were replaced by a cash-based award of equivalent value"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
GUNSTEN CHRISTOPHER
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP-Proj Svcs & Fleet Engineer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock04/01/2026A(1)71,860(1)A(1)182,496D
Common Stock04/01/2026U182,496(2)(3)D(2)0D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 103,250 restricted stock units ("RSUs"). At the Effective Time, 89,735 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 Attorney04/01/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did GLDD executive Christopher Gunsten report in this Form 4?

Christopher Gunsten reported vesting and settlement of equity in the Saltchuk merger. 71,860 performance-based shares were acquired, then 182,496 common shares were converted into cash at $17.00 per share, leaving him with no direct Great Lakes common stock holdings after the transaction.

How many Great Lakes (GLDD) shares did the SVP dispose of in the merger?

He disposed of 182,496 shares of Great Lakes common stock through a tender-offer transaction. Under the Merger Agreement, each share was cancelled and converted into the right to receive $17.00 in cash, without interest and subject to applicable tax withholdings at the effective time.

What price did GLDD shares receive in the Saltchuk merger for this insider?

Each outstanding share of Great Lakes common stock received the right to $17.00 in cash. This cash merger consideration applied to Gunsten’s 182,496 shares that were cancelled at the effective time, as described in the Agreement and Plan of Merger between Saltchuk Resources and Great Lakes.

What happened to Christopher Gunsten’s performance-based RSUs in the GLDD merger?

His performance-based restricted stock units fully vested at the merger’s effective time. The number earned was determined under the Merger Agreement, resulting in 71,860 common shares being acquired at no cost before those shares were swept into the tender and converted into cash consideration.

How were GLDD restricted stock units (RSUs) treated for this insider in the merger?

The filing notes 103,250 RSUs, of which 89,735 were cancelled and converted into cash based on the $17.00 merger consideration. The remaining 13,515 RSUs were replaced with a cash-based award of equivalent value that keeps the same time-based vesting conditions as before.

Does Christopher Gunsten still hold any Great Lakes (GLDD) common stock after this Form 4?

No. After the reported transactions, his total direct holdings of Great Lakes common stock are zero shares. All 182,496 shares were cancelled and converted into the right to receive $17.00 per share in cash when the Saltchuk merger became effective, according to the Merger Agreement.