Form 4: GLDD CFO's Shares Convert to Cash in $17.00 Merger

Great Lakes Dredge & Dock Corporation's SVP & CFO, Scott Lee Kornblau, converted his equity holdings into cash following the company's merger into a wholly owned subsidiary of Saltchuk Resources, Inc. at $17.00 per share.

Summary

• Scott Lee Kornblau, SVP & CFO of Great Lakes Dredge & Dock Corporation (GLDD), reported changes in beneficial ownership due to a merger.
• On April 1, 2026, GLDD merged with Huron MergeCo, Inc., a subsidiary of Saltchuk Resources, Inc., with GLDD surviving as a wholly owned subsidiary.
• At the effective time of the merger, each outstanding share of GLDD common stock was converted into the right to receive $17.00 in cash.
• Kornblau's 90,518 performance-based restricted stock units fully vested.
• He beneficially owned 244,126.24 shares of common stock, which were then disposed of as part of the merger consideration.
• Of his 149,614 restricted stock units (RSUs), 123,910 were canceled and converted into cash at the $17.00 merger consideration price.
• The remaining 25,704 RSUs were replaced by a cash-based award of equivalent value, maintaining their original time-based vesting conditions.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral-to-positive event for the reporting person, as their equity holdings were successfully converted to cash at a pre-determined merger price, and performance-based units vested. For public shareholders, it represents a completed exit at the agreed-upon valuation.

Positives

• The merger provides a clear cash exit for shareholders at $17.00 per share.
• Performance-based restricted stock units for the CFO fully vested, indicating achievement of performance targets or merger terms.

Negatives

• GLDD common stock is no longer publicly traded, as it became a wholly owned subsidiary.
• Some RSUs were converted to cash-based awards with continued vesting, rather than immediate cash payout.

Future Outlook

The filing primarily reports a past event (the merger completion) and its immediate effects on insider holdings. It does not provide forward-looking statements or guidance for the now privately held company.

Industry Context

StockSavvy.ai notes that the acquisition of Great Lakes Dredge & Dock by Saltchuk Resources, Inc. signifies a consolidation within the maritime and infrastructure services sector. Such mergers often aim to leverage synergies, expand market reach, or integrate supply chains, reflecting a broader trend of strategic acquisitions in mature industries.

Comparison to Industry Standards

• The $17.00 per share merger consideration represents a specific valuation for GLDD. Without details on the company's financials leading up to the merger, it's difficult to compare this valuation directly to industry benchmarks like enterprise value to EBITDA multiples or price-to-earnings ratios of comparable public companies in the dredging or maritime construction sector (e.g., Weeks Marine, Manson Construction, or Boskalis).
• The structure of converting RSUs, with some immediately cashed out and others replaced by cash-based awards with continued vesting, is a common practice in M&A transactions to balance immediate compensation with retention incentives for key personnel.

Stakeholder Impact

• Shareholders: Public shareholders received $17.00 cash per share, ending their investment in GLDD.
• Employees (specifically CFO): The CFO's equity holdings were converted to cash, with some RSUs continuing as cash-based awards, providing both liquidity and retention incentives.
• Company (GLDD): Becomes a wholly owned subsidiary of Saltchuk Resources, Inc., transitioning from a public to a private entity.

Next Steps

• The 25,704 cash-based awards will continue to vest according to their original time-based conditions.

Key Dates

Keywords

Great Lakes Dredge & Dock, GLDD, Merger, Acquisition, Saltchuk Resources, Form 4, Insider Transaction, Restricted Stock Units, Cash Out, Corporate Action