GLDD amends Schedule 14D-9 after HSR clearance

Great Lakes Dredge & Dock Corporation amends its Schedule 14D-9 to disclose that the Hart-Scott-Rodino waiting period was terminated early and to add a separate tender offer and consent solicitation by the buyer for the Company’s $5.25% Senior Notes due 2029.

Rhea-AI Filing Summary

Great Lakes Dredge & Dock Corporation amends its Schedule 14D-9 to disclose that the Hart-Scott-Rodino waiting period was terminated early and to add a separate tender offer and consent solicitation by the buyer for the Company’s $5.25% Senior Notes due 2029.

The filing states the FTC granted early HSR termination on March 17, 2026, satisfying the HSR-related offer condition. It adds that on March 18, 2026 Parent commenced a cash tender offer and consent solicitation for the Notes, and that the closing of the Offer and Merger is not conditioned on any minimum Notes being tendered, receipt of consents, or closing of the Notes Tender Offer.

Insights

M&A Counsel

HSR clearance and ancillary note tender disclosed; merger conditions narrowed.

The filing confirms the HSR waiting period was terminated early on March 17, 2026, which satisfies the HSR-related condition in the Offer. This removes one regulatory gating item and keeps the merger on a clearer path provided other conditions are met.

The filing adds that Parent launched a separate tender offer and consent solicitation for the 5.25% Senior Notes due 2029 on March 18, 2026, but expressly states the Merger closing is not conditioned on tender outcomes.

Credit Strategist

Buyer seeks to purchase or amend Company debt while keeping merger independent of tender results.

The added disclosure describes a Notes Tender Offer plus Consent Solicitation for the 5.25% Senior Notes due 2029. The statement clarifies there is no minimum tender required and the Merger closing does not depend on receiving consents.

Credit implications will depend on tender participation and amended indenture terms; subsequent filings may disclose the aggregate tenders and consent outcomes.

FAQ

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

What did GLDD disclose about HSR clearance in the SC 14D-9/A?

The filing states the FTC granted early termination of the HSR waiting period on March 17, 2026, satisfying the Offer Condition tied to the HSR Act and clearing that regulatory hurdle for the merger.

Does the merger closing depend on the tender offer for GLDD’s 2029 notes?

No. The amendment states the Merger closing is not conditioned on any minimum Notes tendered, receipt of consents in the Consent Solicitation, or the closing of the Notes Tender Offer.

What are the terms disclosed for the Notes Tender Offer and Consent Solicitation?

The amendment says Parent commenced a cash tender offer and consent solicitation on March 18, 2026 for the Company’s 5.25% Senior Notes due 2029; further terms are in the related Offer to Purchase and Consent Solicitation Statement.

Did the Schedule 14D-9/A change any other offer conditions?

Yes. It replaces prior language to state the HSR-related condition was satisfied on March 17, 2026, and adds the Notes Tender Offer/Consent Solicitation as a separate section under the Offer conditions.

Where can I find the joint press release referenced in the amendment?

The amendment adds Exhibit (a)(5)(vii), referencing the Joint Press Release dated March 18, 2026, incorporated by reference to Exhibit 99.1 of the Company’s Form 8-K filed on that date.

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

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Accepted by SEC EDGAR 03/18/2026 - 04:21 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

GREAT LAKES DREDGE & DOCK CORPORATION

(Name of Subject Company)

GREAT LAKES DREDGE & DOCK CORPORATION

(Name of Person(s) Filing Statement)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

390607109

(CUSIP Number of Class of Securities)

Vivienne R. Schiffer

Senior Vice President, Chief Legal Officer,

Chief Compliance Officer and Corporate Secretary

Great Lakes Dredge & Dock Corporation

9811 Katy Freeway, Suite 1200

Houston, Texas 77024

(346) 359-1010

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person Filing Statement)

With copies to:

John P. Kelsh

Scott R. Williams

Leigh B. Rorick

Sidley Austin LLP

One South Dearborn

Chicago, Illinois 60603

(312) 853-7000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 2 (this “Amendment”) to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Great Lakes Dredge & Dock Corporation, a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on March 4, 2026 (as amended or supplemented from time to time, the “Schedule 14D-9”), with respect to the cash tender offer made by Huron MergeCo., Inc., a Delaware corporation (“Purchaser”) and wholly owned subsidiary of Saltchuk Resources, Inc., a Washington corporation (“Parent”), to purchase all of the Company’s issued and outstanding shares of Common Stock, par value $0.0001 per share (the “Shares”), pursuant to the Agreement and Plan of Merger, dated as of February 10, 2026, by and among Parent, Purchaser and the Company (as it may be amended or supplemented from time to time, the “Merger Agreement”), at a purchase price of $17.00 per Share, net to the seller thereof in cash, without interest, subject to any required tax withholding (such consideration as it may be amended from time to time pursuant to the terms of the Merger Agreement), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 4, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” which, together with the Offer to Purchase and other related materials, constitutes the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO, as amended or supplemented from time to time, filed by Parent and Purchaser with the SEC on March 4, 2026. The Offer to Purchase and the Letter of Transmittal have been filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule 14D-9, respectively, as each may be amended or supplemented from time to time.

Capitalized terms used in this Amendment but not defined herein shall have the respective meanings given to such terms in the Schedule 14D-9. The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby amended or supplemented to the extent specifically provided herein.

This Amendment should be read in conjunction with the rest of the Schedule 14D-9, as amended, which we urge you to read in its entirety.

ITEM 8. ADDITIONAL INFORMATION

Item 8 of the Schedule 14D-9, as amended, is hereby amended and supplemented as follows:

The fourth and fifth sentences of the section titled “—Regulatory Approvals” are hereby deleted in their entirety and replaced with the following:

“On March 3, 2026, Parent and GLDD filed Notification and Report Forms under the HSR Act with the FTC and the Antitrust Division. On March 17, 2026 at 3:28 p.m. Eastern Time, the FTC granted a request for the early termination of the waiting period under the HSR Act. Accordingly, the Offer Condition requiring that the waiting period pursuant to the HSR Act relating to the purchase of Shares pursuant to the Offer and the consummation of the Merger having expired or been terminated has been satisfied. The Offer continues to be subject to the other Offer Conditions set forth in the Offer to Purchase.”

The following text is hereby added as a new section under the section titled “—Conditions to the Offer” and before the section titled “—Forward-Looking Statements”:

“Tender Offer for 5.25% Senior Notes due 2029

On March 18, 2026, Parent commenced a cash tender offer (the “Notes Tender Offer”) for any and all of the Company’s 5.25% Senior Notes due 2029 (the “Notes”). In conjunction with the Notes Tender Offer, Parent is soliciting (the “Consent Solicitation”) consents from holders of the Notes to amend certain provisions of the Indenture, dated as of May 25, 2021, as supplemented from time to time, between Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee, the Company and the subsidiary guarantors party thereto, under which the Notes were issued. The terms and conditions of the Notes Tender Offer and Consent Solicitation are described in an Offer to Purchase and Consent Solicitation Statement, dated March 18, 2026.

The closing of the Offer and the Merger are not conditioned on (i) any minimum amount of Notes being tendered, (ii) the receipt of the requisite consents under the Consent Solicitation or (iii) the closing of the Notes Tender Offer and Consent Solicitation.”

ITEM 9. EXHIBITS

Item 9 of the Schedule 14D-9, as amended, is hereby amended and supplemented by adding the following exhibit:

Exhibit No.		Description
(a)(5)(vii)		Joint Press Release of the Company and Parent, dated March 18, 2026 (incorporated herein by reference to Exhibit  99.1 to the Current Report on Form 8-K filed by the Company with the SEC on March 18, 2026).

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GREAT LAKES DREDGE & DOCK CORPORATION
By:		/s/ Vivienne R. Schiffer
Name:		Vivienne R. Schiffer
Title:		Senior Vice President, Chief Legal Officer, Chief
		Compliance Officer and Corporate Secretary

Date: March 18, 2026