Form 4: GLDD Executive Reports Merger-Related Stock Changes

Great Lakes Dredge & Dock Corp. SVP David Johanson reports significant stock transactions tied to the company's merger with Saltchuk Resources, Inc.

Summary

• David Johanson, SVP-Project Acquisition & Ops for Great Lakes Dredge & Dock Corp. (GLDD), reported transactions related to the company's merger.
• GLDD merged with Huron MergeCo, Inc., a subsidiary of Saltchuk Resources, Inc., on April 1, 2026, becoming a wholly-owned subsidiary of Parent.
• Each outstanding share of GLDD common stock was cancelled and converted into the right to receive $17.00 in cash.
• Johanson acquired 521.257 shares of common stock under the 2025 Employee Stock Purchase Plan (ESPP) on March 25, 2026, at a price of $10.821 per share.
• On April 1, 2026, 71,860 performance-based restricted stock units fully vested due to the merger agreement.
• Following the merger, Johanson's 191,597.5164 shares of common stock were converted into cash.
• 89,375 outstanding restricted stock units were canceled and converted into cash based on the $17.00 merger consideration.
• 13,515 restricted stock units were replaced by a cash-based award of equivalent value, subject to the same time-based vesting conditions as applied prior to the merger.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive outcome for the reporting person due to the vesting of performance-based awards and the conversion of shares to cash at a defined merger price, reflecting a successful exit for public shareholders.

Positives

• Performance-based restricted stock units fully vested for the reporting person due to the merger, providing immediate value.
• Common stock was converted to cash at a fixed price of $17.00 per share, offering a clear and defined return for shareholders.
• Shares acquired under the ESPP were purchased at a discounted price of $10.821 per share, below the merger consideration.

Negatives

• Great Lakes Dredge & Dock Corp. common stock is no longer publicly traded, as it became a wholly-owned subsidiary, removing public investment opportunities.
• Some restricted stock units (13,515) were replaced by cash-based awards that remain subject to original time-based vesting conditions, delaying full liquidity for those specific awards.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that the acquisition of Great Lakes Dredge & Dock by Saltchuk Resources, Inc. reflects a trend of consolidation in specialized infrastructure and maritime services sectors, where private equity or larger strategic players acquire established companies to expand market share or integrate capabilities. This move takes a significant player in dredging private, potentially reducing public market exposure to this niche but critical industry.

Comparison to Industry Standards

• This Form 4 reports insider transactions related to a completed merger, rather than operational or financial performance. Therefore, direct comparison to industry standards for operational metrics is not applicable.
• The merger consideration of $17.00 per share would typically be assessed against GLDD's historical trading multiples (e.g., EV/EBITDA, P/E) and compared to recent acquisition multiples of comparable public or private companies in the dredging, marine construction, or specialized infrastructure sectors, such as Weeks Marine or Manson Construction Co., to determine the premium paid to shareholders.

Stakeholder Impact

• Shareholders: Public shareholders received $17.00 cash per share, providing a definitive return and liquidity for their investment.
• Employees (including the reporting person): Employees with equity awards saw them vest or convert according to merger terms, potentially providing immediate liquidity or continued incentive through cash-based awards.
• Company (GLDD): Now operates as a private entity under Saltchuk Resources, Inc., no longer subject to public reporting requirements.

Next Steps

• Great Lakes Dredge & Dock Corporation will continue to operate as a wholly-owned subsidiary of Saltchuk Resources, Inc.
• Remaining unvested restricted stock units that were replaced will convert to cash-based awards subject to their original time-based vesting conditions.

Key Dates

Recommendation

For public investors, the recommendation would have been to 'sell' upon the announcement of the merger agreement, as the company was being acquired and its shares would cease to trade publicly, converting into cash at a fixed price. Holding shares past the effective date would simply result in conversion to cash, with no further upside potential from the public market.

Keywords

Great Lakes Dredge & Dock, GLDD, Saltchuk Resources, Merger, Form 4, Insider Trading, Stock Transaction, Employee Stock Purchase Plan, Restricted Stock Units, Corporate Acquisition