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Great Lakes Dredge & Dock (GLDD) CEO tenders shares at $17 in Saltchuk merger

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

Rhea-AI Filing Summary

Great Lakes Dredge & Dock CEO Lasse Petterson reported merger-related equity transactions. He was granted 206,445 shares of common stock at no cost upon full vesting of performance-based restricted stock units at the merger’s effective time, as specified in the Merger Agreement.

On the same date, 1,568,290.29 directly held shares of common stock were disposed of pursuant to a tender offer when Saltchuk’s merger subsidiary combined with the company, with each share converted into the right to receive $17.00 in cash, subject to tax withholding. Following this disposition, Petterson reported no directly held common shares.

The filing notes 503,878 restricted stock units in total, of which 375,541 RSUs were cancelled in exchange for cash equal to the underlying shares multiplied by the $17.00 merger consideration, while 128,337 RSUs were replaced by a cash-based award of equivalent value that keeps the original time-based vesting schedule.

Positive

  • None.

Negative

  • None.

Insights

CEO’s equity is cashed out and partially rolled into cash-based awards as part of GLDD’s $17 per share merger.

The transactions reflect Lasse Petterson’s equity treatment at the closing of Great Lakes Dredge & Dock’s merger with Saltchuk Resources, Inc., not discretionary trading. Performance-based RSUs fully vested into 206,445 shares, then all 1,568,290.29 directly held shares were tendered for $17.00 per share.

The filing also details 503,878 RSUs: 375,541 convert into cash using the same $17.00 merger consideration, while 128,337 become a cash-based award with identical time-based vesting. This structure aligns executive incentives with post-merger service rather than open-market stock exposure. The overall pattern is administrative and driven by the merger terms, so the investment signal is neutral.

Insider Petterson Lasse
Role CEO & President
Type Security Shares Price Value
Grant/Award Common Stock 206,445 $0.00 --
U Common Stock 1,568,290.29 $0.00 --
Holdings After Transaction: Common Stock — 1,568,290.29 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 503,878 restricted stock units ("RSUs"). At the Effective Time, 375,541 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 128,337 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.
Performance RSU shares vested 206,445 shares Common stock granted at $0.00 per share on April 1, 2026
Shares tendered in merger 1,568,290.29 shares Common stock disposed of via tender offer on April 1, 2026
Merger consideration per share $17.00 per share Cash paid for each GLDD common share at effective time
Total RSUs referenced 503,878 RSUs Combination of cashed-out and converted RSUs at merger close
RSUs cancelled for cash 375,541 RSUs Converted into cash equal to underlying shares × $17.00
RSUs converted to cash-based award 128,337 RSUs Replaced by cash-based award with same time-based vesting
Merger Agreement regulatory
"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.
Effective Time regulatory
"on April 1, 2026 (the "Effective Time"), Merger Sub merged with and into Issuer..."
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.
restricted stock units ("RSUs") financial
"Includes 503,878 restricted stock units ("RSUs"). At the Effective Time, 375,541 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.
Merger Consideration financial
"was cancelled and 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.
tender offer disposition financial
"transaction_action": "tender-offer disposition", "transaction_code_description": "Disposition pursuant to a tender offer""
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*
Petterson Lasse
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO & President
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)206,445(1)A(1)1,568,290.29D
Common Stock04/01/2026U1,568,290.29(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 503,878 restricted stock units ("RSUs"). At the Effective Time, 375,541 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 128,337 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 insider transactions did GLDD CEO Lasse Petterson report in this Form 4?

Lasse Petterson reported a grant of 206,445 shares from vested performance-based RSUs and the disposition of 1,568,290.29 directly held common shares pursuant to a tender offer. Both events occurred at the merger’s effective time and are tied to the merger’s closing terms.

At what price were Great Lakes Dredge & Dock (GLDD) shares cashed out in the merger?

Each GLDD common share was cancelled and converted into the right to receive $17.00 in cash, without interest and subject to tax withholding. This $17.00 merger consideration also applies in calculating cash payouts for certain restricted stock units described in the filing.

How were GLDD CEO Lasse Petterson’s restricted stock units treated in the merger?

The filing states Petterson held 503,878 RSUs. At the effective time, 375,541 RSUs were cancelled for cash equal to underlying shares times the $17.00 consideration, while 128,337 RSUs were replaced by a cash-based award with the same time-based vesting conditions as before.

Does GLDD CEO Lasse Petterson hold any common stock after the tender offer?

After the reported tender-offer disposition of 1,568,290.29 common shares, Petterson’s total directly held common stock is shown as zero. His remaining compensation exposure comes from cash-based awards replacing certain restricted stock units, rather than ongoing direct share ownership.

What does the Form 4 reveal about the GLDD and Saltchuk merger structure?

The Form 4 explains that Huron MergeCo, a Saltchuk subsidiary, merged into Great Lakes Dredge & Dock, which survives as a wholly owned subsidiary. At the effective time, each GLDD common share converted into the right to receive $17.00 in cash as merger consideration.