GLDD acquired at $17.00 per share

Great Lakes Dredge & Dock Corporation was acquired by Huron MergeCo., Inc., a Saltchuk Resources subsidiary, under the previously disclosed Merger Agreement for $17.00 per share.

Rhea-AI Filing Summary

Great Lakes Dredge & Dock Corporation was acquired by Huron MergeCo., Inc., a Saltchuk Resources subsidiary, under the previously disclosed Merger Agreement for $17.00 per share. The offer expired March 31, 2026, with 53,738,558 shares validly tendered (approximately 79.88% of outstanding shares), satisfying the Minimum Tender Condition. A Certificate of Merger filed April 1, 2026 effected a merger under Section 251(h) of the DGCL, with GLDD surviving as a wholly owned subsidiary of Saltchuk; shares converted into the right to receive the Merger Consideration, and GLDD common stock will be delisted from Nasdaq.

Insights

M&A Counsel

Deal closed by tender offer and 251(h) short-form merger.

The filing confirms the tender offer expired March 31, 2026 with 53,738,558 shares tendered (approximately 79.88%), triggering the Minimum Tender Condition. A Certificate of Merger filed April 1, 2026 effected the merger under Section 251(h) of the DGCL, permitting a short-form merger after sufficient tender.

Key legal considerations include appraisal rights under Section 262 of the DGCL and the treatment of treasury and exempt shares; parties and counsel should track any outstanding appraisal demands and delisting mechanics in subsequent filings.

Corporate Finance Analyst

Transaction delivers fixed cash consideration of $17.00 per share and removes public float.

The Offer provided $17.00 per Share in cash (net, without interest, subject to tax withholding). With ~79.88% tendered and acceptance completed, remaining non-tendered shares either converted in the merger or are subject to appraisal if demanded under Delaware law.

Financial stakeholders should note the forthcoming delisting and that the offer and merger mechanics determined cash flow to tendering holders; subsequent disclosures may report final cash payments and any appraisal outcomes.

Key Figures

Merger price: $17.00 per share Shares tendered: 53,738,558 shares Percent tendered: 79.88% +2 more

5 metrics

Merger price $17.00 per share Consideration per Share under the Merger Agreement

Shares tendered 53,738,558 shares Validly tendered and not validly withdrawn as of Expiration Time

Percent tendered 79.88% Approximate percentage of all outstanding Shares tendered

Offer expiration March 31, 2026 Offer and withdrawal rights expired one minute past 11:59 p.m. New York City time

Merger effective April 1, 2026 Certificate of Merger filed with Delaware Secretary of State

Key Terms

Section 251(h) of the DGCL, Merger Consideration, appraisal rights (Section 262), Minimum Tender Condition

4 terms

Section 251(h) of the DGCL regulatory

"merged with and into GLDD through a merger under Section 251(h) of the DGCL"

Merger Consideration financial

"converted into the right to receive 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.

appraisal rights (Section 262) legal

"held by any GLDD Stockholders who have properly demanded appraisal rights of such Shares in all respects under, and who comply with, Section 262 of the DGCL"

Minimum Tender Condition transaction

"As a result, the Minimum Tender Condition has been satisfied"

FAQ

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

What did GLDD shareholders receive in the Saltchuk tender offer for GLDD (GLDD)?

Shareholders received $17.00 per share in cash for each share validly tendered and accepted. The cash payment is net to sellers, without interest and subject to any required tax withholdings, per the Merger Agreement and Offer to Purchase.

How many GLDD shares were tendered in the offer and what percent of outstanding shares did that represent?

The Depositary reported 53,738,558 shares were validly tendered and not withdrawn. That number represents approximately 79.88% of all outstanding GLDD shares as of the Offer's March 31, 2026 expiration.

Has the merger between GLDD and Huron MergeCo. been completed and what legal mechanism was used?

Yes. A Certificate of Merger was filed on April 1, 2026, effecting the merger under Section 251(h) of the DGCL, with GLDD surviving as a wholly owned subsidiary of Saltchuk Resources, Inc.

Will GLDD shares continue trading on Nasdaq after the merger?

No. Following the Merger, the filing states GLDD shares will be delisted and will cease to be traded on Nasdaq. The conversion of tendered shares into the Merger Consideration terminated public trading of those shares.

What happens to shares held in treasury, by the purchaser or by stockholders who demand appraisal?

Shares held by GLDD in treasury or owned by Parent, Purchaser or their subsidiaries will be canceled with no payment. Shares of stockholders who properly demand appraisal under Section 262 of the DGCL and do not revoke the demand may be excluded from conversion and pursue appraisal rights.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Great Lakes Dredge & Dock Corporation

(Name of Subject Company (Issuer))

Huron MergeCo., Inc.

(Name of Filing Persons (Offeror))

Saltchuk Resources, Inc.

(Name of Filing Persons (Parent of Offeror))

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

390607109

(CUSIP Number of Class of Securities)

Jerald W. Richards

c/o Saltchuk Resources, Inc.

450 Alaskan Way South, Suite 708

Seattle, Washington 98104

(206) 652-1111

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Philip Richter

Ryan Messier

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York, 10004

(212) 859-8000

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ Third-party offer subject to Rule 14d-1.

☐ Issuer tender offer subject to Rule 13e-4.

☐ Going-private transaction subject to Rule 13e-3.

☐ Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission on March 4, 2026 (as it may be further amended or supplemented from time to time, the “Schedule TO”), with respect to the cash tender offer (the “Offer”) made by Huron MergeCo., Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Saltchuk Resources, Inc., a Washington corporation (“Parent”), to purchase all of the issued and outstanding shares of Common Stock, par value $0.0001 per share (the “Shares”), of Great Lakes Dredge & Dock Corporation (“GLDD”), pursuant to the Agreement and Plan of Merger, dated as of February 10, 2026, by and among Parent, Purchaser, and GLDD (as it may be amended or supplemented from time to time, the “Merger Agreement”), for $17.00 per Share, net to the seller thereof in cash, without interest, subject to any required tax withholdings (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”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, as each may be amended or supplemented from time to time.

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged. This Amendment is being filed to reflect certain updates as reflected below. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Offer to Purchase or the Schedule TO, as applicable. You should read this Amendment together with the Schedule TO and the Offer to Purchase.

ITEMS 1 THROUGH 11.

The information set forth in the Offer to Purchase and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following three paragraphs:

“The Offer and withdrawal rights expired one minute past 11:59 p.m. New York City time on March 31, 2026 (the “Expiration Time”). Based on the final information provided by the Depositary and Paying Agent as of the Expiration Time, 53,738,558 Shares were validly tendered in the Offer and not validly withdrawn, representing approximately 79.88% of all outstanding Shares. As a result, the Minimum Tender Condition has been satisfied. As the Minimum Tender Condition and each of the other Offer Conditions have been satisfied, Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.

Pursuant to a Certificate of Merger filed with the Secretary of State of the State of Delaware on April 1, 2026, Purchaser was merged with and into GLDD through a merger under Section 251(h) of the DGCL, with GLDD surviving the Merger and continuing as a wholly-owned subsidiary of Parent. In the Merger, each Share issued and outstanding immediately prior to the Effective Time other than Shares (i) held by GLDD in treasury or owned of record by GLDD or any subsidiary of GLDD and Shares owned of record by Parent, Purchaser (including Shares irrevocably accepted for payment by Purchaser in the Offer) or any of their respective wholly-owned subsidiaries (in each case, other than those held on behalf of any third party), which shall be canceled and cease to exist, with no payment being made with respect thereto and (ii) held by any GLDD Stockholders who have properly demanded appraisal rights of such Shares in all respects under, and who comply with, Section 262 of the DGCL and have not validly revoked such demand, was converted into the right to receive the Merger Consideration, without interest, and subject to any required tax withholdings. All Shares converted into the right to receive the Merger Consideration ceased to be outstanding and were automatically cancelled and ceased to exist. Following the Merger, the Shares will be delisted and cease to be traded on Nasdaq.

On April 1, 2026, GLDD and Parent issued a joint press release announcing the successful completion of the Offer and the Merger. The full text of the press release is attached hereto as Exhibit (a)(5)(iv) and is incorporated herein by reference.”

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:

Index No.
(a)(5)(iv)		Joint Press Release of Great Lakes Dredge & Dock Corporation and Saltchuk Resources, Inc., issued on April 1, 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.

Dated: April 1, 2026

HURON MERGECO., INC.
By:		/s/ Jerald W. Richards
Name:		Jerald W. Richards
Title:		Treasurer
SALTCHUK RESOURCES, INC.
By:		/s/ Jerald W. Richards
Name:		Jerald W. Richards
Title:		Senior V.P. and CFO