GLDD VP cashes out 37,380 shares at $17 merger price

Great Lakes Dredge & Dock Corporation VP & CAO Ryan Bayer reported equity transactions tied to the completion of the Saltchuk merger.

Rhea-AI Filing Summary

Great Lakes Dredge & Dock Corporation VP & CAO Ryan Bayer reported equity transactions tied to the completion of the Saltchuk merger. On April 1, 2026, 5,607 performance-based restricted stock units vested and were delivered as Common Stock under the Merger Agreement.

At the same Effective Time, all 37,380 outstanding shares of Common Stock held directly by Bayer were disposed of pursuant to the tender offer, with each share converted into the right to receive $17.00 in cash, before taxes. Following these actions, Bayer no longer holds Common Stock, though certain awards converted into cash-based arrangements.

Insights

Equity compensation and M&A analyst

Executive equity fully cashed out at $17 per share in closing merger.

The transactions show how the Saltchuk acquisition of Great Lakes Dredge & Dock affected VP & CAO Ryan Bayer’s equity. First, 5,607 performance-based restricted stock units vested into Common Stock at the Effective Time under the Merger Agreement.

Immediately afterward, all 37,380 directly held shares were tendered, with each share converted into $17.00 cash. Footnotes indicate 20,899 restricted stock units were cashed out at the same Merger Consideration, while 6,923 RSUs became an equivalent-value cash-based award with the same time-based vesting conditions.

These actions reflect standard executive equity treatment in a cash merger, where stock and certain RSUs are paid out while a portion of unvested awards continues as cash-based incentives. The filing confirms closing mechanics for this individual rather than changing the broader business outlook.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider BAYER RYAN

Role VP & CAO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,607	$0.00	$0.00
Tender Offer	Common Stock	37,380	$0.00	$0.00

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

Footnotes (3)

1. F1. 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. F2. 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. F3. Includes 27,822 restricted stock units ("RSUs"). At the Effective Time, 20,899 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 6,923 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-based RSUs vested: 5,607 shares Shares tendered for cash: 37,380 shares Merger cash consideration: $17.00 per share +4 more

7 metrics

Performance-based RSUs vested 5,607 shares Vested into Common Stock at Effective Time under Merger Agreement

Shares tendered for cash 37,380 shares Common Stock disposed of pursuant to tender offer on April 1, 2026

Merger cash consideration $17.00 per share Each outstanding GLDD common share converted to cash at Effective Time

Total RSUs held pre-merger 27,822 RSUs Restricted stock units referenced in footnote F3

RSUs cashed out 20,899 RSUs Cancelled and converted to cash equal to shares × $17.00

RSUs converted to cash award 6,923 RSUs Replaced by cash-based award with same time-based vesting

Shares after transactions 0 shares Total GLDD common stock directly held by Bayer post-merger

Key Terms

performance-based restricted stock units, Merger Agreement, Effective Time, restricted stock units ("RSUs"), +2 more

6 terms

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.

Effective Time financial

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

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

restricted stock units ("RSUs") financial

"Includes 27,822 restricted stock units ("RSUs"). At the Effective Time, 20,899 outstanding RSUs"

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

"and 6,923 RSUs were replaced by a cash-based award of equivalent value"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did GLDD executive Ryan Bayer report in this Form 4 filing?

Ryan Bayer reported equity changes tied to the Saltchuk merger. He received 5,607 vested performance-based shares and simultaneously tendered all 37,380 directly held common shares for cash at $17.00 per share under the merger terms.

How many GLDD shares did Ryan Bayer dispose of in the merger?

Ryan Bayer disposed of 37,380 shares of Great Lakes Dredge & Dock common stock. At the Effective Time of the merger, each share was cancelled and converted into the right to receive $17.00 in cash, before any required tax withholdings.

What price per share did GLDD stockholders receive in the Saltchuk merger?

Each outstanding share of Great Lakes Dredge & Dock common stock was converted into the right to receive $17.00 in cash. This cash consideration applied at the Effective Time of the merger, subject to any required tax withholding, as specified in the Merger Agreement.

What happened to Ryan Bayer’s performance-based restricted stock units at GLDD?

At the Effective Time of the merger, 5,607 performance-based restricted stock units fully vested into common shares. Footnotes state the number earned was determined under the Merger Agreement, aligning the award’s final share count with the agreed performance and transaction terms.

How were Ryan Bayer’s GLDD restricted stock units (RSUs) treated in the merger?

Bayer held 27,822 RSUs. Of these, 20,899 RSUs were cancelled and replaced with a cash payment equal to shares multiplied by the $17.00 Merger Consideration. The remaining 6,923 RSUs were converted into a cash-based award with the same time-based vesting schedule.

Does Ryan Bayer still hold GLDD common stock after the merger closed?

After the merger’s Effective Time, Bayer’s directly held common stock position went to zero. All 37,380 shares were cancelled and converted into the right to receive $17.00 in cash, while certain unvested RSU awards continued as cash-based incentives instead of stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/01/2026 - 04:09 PM Learn about SEC filing dates

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^*

BAYER RYAN

(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)
	VP & CAO

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)		5,607(1)	A	(1)	37,380	D
Common Stock	04/01/2026		U		37,380(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 27,822 restricted stock units ("RSUs"). At the Effective Time, 20,899 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 6,923 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).
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* Form 4: SEC 1474 (03-26)