Director exits Great Lakes Dredge & Dock (GLDD) as $17 cash merger closes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Great Lakes Dredge & Dock Corporation director Kathleen M. Shanahan reported transactions tied to the company’s cash merger with Saltchuk Resources. She disposed of 76,375 shares of Common Stock in a tender offer at $17.00 per share, leaving no directly held common shares.
On March 31, 2026 she received an award of 1,485 Deferred Stock Units (DSUs), bringing her total DSUs to 10,336. At the merger’s effective time on April 1, 2026, all 10,336 DSUs were cancelled and converted into cash equal to the number of underlying shares multiplied by the $17.00 merger consideration, leaving no remaining DSUs.
Positive
- None.
Negative
- None.
Insights
Director’s equity is fully cashed out at $17 in the Saltchuk merger.
The filing shows Kathleen M. Shanahan, a director of Great Lakes Dredge & Dock, exiting both common stock and Deferred Stock Units as part of the merger with Saltchuk Resources. Her 76,375 common shares were converted to cash at $17.00 per share through a tender offer mechanism.
In addition, she received 1,485 new DSUs on March 31, 2026, taking her to 10,336 DSUs in total. At the merger’s effective time on April 1, 2026, all DSUs were cancelled for cash based on the same $17.00 consideration. With total_shares_following_transaction at zero and no remaining derivatives, this appears to be a complete cash-out of her visible equity position.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Shanahan Kathleen M
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| U | Common Stock | 76,375 | $0.00 | -- |
| Grant/Award | Deferred Stock Units | 1,485 | $0.00 | -- |
| Disposition | Deferred Stock Units | 10,336 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Deferred Stock Units — 10,336 shares (Direct)
Footnotes (1)
- 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. Deferred Stock Units ("DSUs") granted March 31, 2026 and deferred pursuant to the Issuer's Director Deferral Plan. Includes 10,336 DSUs. At the Effective Time, each outstanding award of DSUs was 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 DSU immediately prior to the Effective Time, multiplied by the Merger Consideration.
Key Figures
Common shares tendered: 76,375 shares
Merger consideration per share: $17.00 per share
New DSU grant: 1,485 units
+3 more
6 metrics
Common shares tendered
76,375 shares
Common Stock disposed pursuant to tender offer
Merger consideration per share
$17.00 per share
Cash paid for each share of Common Stock and DSU-linked share
New DSU grant
1,485 units
Deferred Stock Units granted on March 31, 2026
Total DSUs cancelled
10,336 units
Deferred Stock Units converted to cash at $17.00 per share
Common shares after transaction
0 shares
Total common stock holdings following the tender-offer disposition
Merger effective date
April 1, 2026
Effective Time of Saltchuk Resources merger with GLDD
Key Terms
Agreement and Plan of Merger, Deferred Stock Units, tender offer, Merger Consideration, +1 more
5 terms
Agreement and Plan of Merger regulatory
"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.
Deferred Stock Units financial
"Deferred Stock Units ("DSUs") granted March 31, 2026 and deferred pursuant to the Issuer's Director Deferral Plan."
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
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.
Merger Consideration financial
"converted into the right to receive $17.00 in cash (the "Merger Consideration"), without interest…"
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.
Director Deferral Plan financial
"Deferred Stock Units ("DSUs") granted March 31, 2026 and deferred pursuant to the Issuer's Director Deferral Plan."
A director deferral plan lets board members delay receiving part or all of their pay—typically fees or equity—until a later date, with the deferred amount converted to cash or units that are paid out on a set future date or event. For investors, it signals how a company manages present cash flow and aligns directors’ interests with long-term performance, while creating future payment obligations or possible share dilution when those deferred amounts are settled—like choosing to take a future pension or stock grant instead of a paycheck today.
FAQ
What insider transactions did GLDD director Kathleen Shanahan report?
Kathleen Shanahan reported tendering 76,375 shares of Great Lakes Dredge & Dock common stock for $17.00 per share and the cancellation of 10,336 Deferred Stock Units, which were also converted into cash based on the $17.00 merger consideration.
What does the GLDD Form 4 reveal about the Saltchuk merger price?
The Form 4 shows that each GLDD common share and each DSU-linked share was converted into the right to receive $17.00 in cash. This $17.00 amount is described as the merger consideration payable at the effective time of the Saltchuk Resources transaction.
What happened to Kathleen Shanahan’s Deferred Stock Units in the GLDD merger?
Shanahan held 10,336 Deferred Stock Units, including a 1,485-unit grant on March 31, 2026. At the merger’s effective time, each DSU was cancelled and converted into cash equal to the underlying shares multiplied by the $17.00 merger consideration.
Does the GLDD Form 4 show any remaining equity for the director after the merger?
The Form 4 indicates 0 total common shares and no remaining Deferred Stock Units following the merger. Both her directly held common stock and all DSUs were cancelled and converted into cash at $17.00 per share at the effective time.
When did the Great Lakes Dredge & Dock and Saltchuk merger become effective?
The merger became effective on April 1, 2026, referred to as the “Effective Time.” On that date, Merger Sub merged into GLDD, which survived as a wholly owned subsidiary of Saltchuk Resources, and all common shares and DSUs were converted into cash.