Director exits Great Lakes Dredge & Dock (GLDD) in $17-per-share cash deal

Rhea-AI Filing Summary

Great Lakes Dredge & Dock director Earl L. Shipp disposed of 42,619 shares of common stock pursuant to a tender offer tied to the company’s merger. According to the merger agreement, on April 1, 2026 each outstanding share of Great Lakes Dredge & Dock common stock was cancelled and converted into the right to receive $17.00 in cash, making the company a wholly owned subsidiary of Saltchuk Resources. Following this transaction, Shipp reported owning zero shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Shipp Earl L

Role Director

Type	Security	Shares	Price	Value
U	Common Stock	42,619	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

1. [object Object]

Key Figures

Shares disposed: 42,619 shares Cash consideration per share: $17.00 per share Shares held after transaction: 0 shares +1 more

4 metrics

Shares disposed 42,619 shares Common stock tender-offer disposition on April 1, 2026

Cash consideration per share $17.00 per share Merger consideration for each outstanding GLDD common share at Effective Time

Shares held after transaction 0 shares Total GLDD common shares directly owned by Earl L. Shipp after disposition

Transaction direction Dispose Form 4 transaction_summary for this non-derivative tender offer

Key Terms

tender offer, Agreement and Plan of Merger, Effective Time, wholly owned subsidiary

4 terms

tender offer financial

"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.

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.

Effective Time regulatory

"on April 1, 2026 (the "Effective Time"), Merger Sub merged with and into Issuer"

wholly owned subsidiary financial

"with Issuer surviving as a wholly owned subsidiary of Parent"

A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

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^*

Shipp Earl L

(Last) (First) (Middle)

C/O GREAT LAKES DREDGE & DOCK CORP.

9811 KATY FREEWAY, STE 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		U		42,619	D	(1)	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 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 was cancelled and converted into the right to receive $17.00 in cash, without interest and subject to any required tax withholdings.

	/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 GLDD director Earl L. Shipp report in this Form 4?

Earl L. Shipp reported disposing of 42,619 shares of Great Lakes Dredge & Dock common stock. The disposition occurred pursuant to a tender offer connected to the company’s merger with Saltchuk Resources’ affiliate.

At what price were Great Lakes Dredge & Dock (GLDD) shares converted?

Each outstanding Great Lakes Dredge & Dock share was converted into the right to receive $17.00 in cash. This cash consideration applied at the merger’s Effective Time, subject to any required tax withholdings.

What happened to GLDD in the Saltchuk merger mentioned in the Form 4?

Huron MergeCo, Inc. merged with Great Lakes Dredge & Dock, with GLDD surviving as a wholly owned subsidiary of Saltchuk Resources, Inc. All outstanding common shares were cancelled and converted into a cash right of $17.00 per share.

How many GLDD shares does Earl L. Shipp hold after this transaction?

After the tender-offer disposition, Earl L. Shipp reported zero shares of Great Lakes Dredge & Dock common stock directly owned. The Form 4 shows total shares following the transaction as 0 for this reported holding.

What does transaction code "U" mean in the GLDD Form 4?

Transaction code "U" on this Form 4 represents a disposition pursuant to a tender offer. In this case, the director’s shares were cancelled and converted into the right to receive $17.00 per share in cash under the merger terms.