Saltchuk buys Great Lakes (GLDD) for $17 per share; CFO equity cashed out

Rhea-AI Filing Summary

Great Lakes Dredge & Dock SVP & CFO Scott Lee Kornblau reported equity changes tied to the company’s cash merger with Saltchuk Resources. On April 1, 2026, performance-based restricted stock units fully vested, resulting in an acquisition of 90,518 shares of common stock at no cost.

At the merger’s effective time, each share of Great Lakes common stock was cancelled and converted into the right to receive $17.00 in cash. Kornblau’s 244,126.24 directly held shares were disposed of pursuant to the tender offer, reducing his direct common stock holdings to zero.

The filing notes 149,614 restricted stock units, of which 123,910 RSUs were cancelled for cash based on the $17.00 merger consideration, while 25,704 RSUs were replaced with a cash-based award of equivalent value that keeps the same time-based vesting schedule.

Insights

M&A and insider transactions analyst

CFO equity converted to cash in all-cash merger; structure is largely mechanical.

The transactions show how Great Lakes Dredge & Dock SVP & CFO Scott Lee Kornblau’s equity was treated when Saltchuk Resources acquired the company for $17.00 per share. Performance-based RSUs vested into 90,518 shares, then all directly held shares were tendered for cash.

This is a classic all-cash merger outcome: stock is cancelled and replaced with a fixed cash payment, while unvested RSUs are split between immediate cash settlement and a replacement cash-based award. The 25,704 RSUs that became cash-based awards retain the existing time-based vesting conditions, so compensation continues post-transaction in cash form.

The filing indicates no remaining direct common stock holdings, but continued exposure through those replacement cash awards. Future disclosures from the private parent, rather than public filings, would govern visibility into ongoing compensation and vesting after the April 1, 2026 effective time.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Kornblau Scott Lee

Role SVP & CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	90,518	$0.00	--
U	Common Stock	244,126.24	$0.00	--

Holdings After Transaction: Common Stock — 244,126.24 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 149,614 restricted stock units ("RSUs"). At the Effective Time, 123,910 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 25,704 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 into shares: 90,518 shares Shares tendered by CFO: 244,126.24 shares Merger consideration per share: $17.00 in cash +3 more

6 metrics

Performance RSUs vested into shares 90,518 shares Performance-based restricted stock units fully vested at effective time

Shares tendered by CFO 244,126.24 shares Common stock disposed of pursuant to tender offer on April 1, 2026

Merger consideration per share $17.00 in cash Each GLDD common share cancelled and converted into cash right

Total RSUs referenced 149,614 RSUs Restricted stock units held by CFO prior to merger treatment

RSUs cancelled for cash 123,910 RSUs Converted into cash based on the $17.00 merger consideration

RSUs converted to cash award 25,704 RSUs Replaced with cash-based award with same time-based vesting

Key Terms

performance-based restricted stock units, Agreement and Plan of Merger, Merger Consideration, restricted stock units ("RSUs"), +1 more

5 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.

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.

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 149,614 restricted stock units ("RSUs"). At the Effective Time, 123,910 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

"25,704 RSUs were replaced by a cash-based award of equivalent value"

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
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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^*

Kornblau Scott Lee

(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 & CFO

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)		90,518(1)	A	(1)	244,126.24	D
Common Stock	04/01/2026		U		244,126.24(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 149,614 restricted stock units ("RSUs"). At the Effective Time, 123,910 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 25,704 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 did the GLDD CFO report in this Form 4 filing?

The filing shows GLDD SVP & CFO Scott Lee Kornblau had 90,518 performance-based RSUs vest into common stock, then all 244,126.24 directly held shares were disposed of for cash in Saltchuk’s merger at $17.00 per share.

How were Great Lakes Dredge & Dock (GLDD) shares treated in the Saltchuk merger?

At the merger’s effective time, each outstanding GLDD common share was cancelled and converted into the right to receive $17.00 in cash, without interest but subject to tax withholding, reflecting an all-cash acquisition by Saltchuk Resources via a tender offer structure.

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

The CFO held 149,614 RSUs. Of these, 123,910 RSUs were cancelled and converted into cash based on the $17.00 merger consideration, while 25,704 RSUs were replaced with a cash-based award of equivalent value, keeping the same time-based vesting conditions.

Does the GLDD CFO still hold Great Lakes common stock after the transaction?

No. After tendering 244,126.24 shares in the Saltchuk merger, the Form 4 shows the CFO’s total directly held GLDD common stock as 0 shares. His remaining exposure is through replacement cash-based awards that mirror prior RSU vesting schedules.

What does the $17.00 per share merger consideration mean for GLDD investors?

The merger consideration means each GLDD common share was converted into the right to receive $17.00 in cash. Shareholders no longer hold GLDD stock; instead, they receive this fixed cash amount per share, marking completion of the all-cash acquisition by Saltchuk.

How were performance-based RSUs handled for GLDD’s CFO at closing?

Performance-based RSUs fully vested at the effective time under the Merger Agreement, with 90,518 shares earned or deemed earned. These vested units converted into common stock, which was then cancelled and exchanged for $17.00 per share in cash in the Saltchuk transaction.