Great Lakes Dredge & Dock CORP 8-K

What Happened
Great Lakes Dredge & Dock Corporation (GLDD) filed an 8‑K reporting that on February 10, 2026 it entered into an Agreement and Plan of Merger with Saltchuk Resources, Inc. and a Saltchuk subsidiary. Saltchuk’s subsidiary will commence a tender offer (no later than March 4, 2026) to buy outstanding GLDD shares for $17.00 per share in cash. If the required number of shares is tendered and other closing conditions are met, the bidder will merge the subsidiary into GLDD under Delaware law so GLDD becomes a wholly owned Saltchuk subsidiary; no stockholder vote is required. The board unanimously approved the Merger Agreement; closing is expected in Q2 2026.

Key Details

• Offer price: $17.00 per share in cash; offer to be launched by Sub no later than March 4, 2026.
• Minimum Tender Condition: Sub must validly tender (plus shares already owned by Parent/subs) at least one share more than a majority of outstanding GLDD shares.
• Closing conditions include HSR clearance, accuracy of representations, no injunctions, and no material adverse effect; the deal is not conditioned on financing.
• Equity treatment: pre‑existing time‑based RSUs will vest and be cashed out at $17/share; performance RSUs will be deemed earned or paid under specified rules (special PSUs treated as achieved); ESPP and long‑term incentive plans will be terminated at the Effective Time.
• Executive payments and changes: transaction bonuses for named executives (e.g., CEO Lasse Petterson $224,075; others listed in filing); retention bonuses for Petterson $5,825,950, Kornblau $1,240,800, Schiffer $1,093,400 (paid in installments subject to continued employment and releases); Severance Plan amended (Gunsten and Johanson eligible for 26 weeks’ pay); termination fee payable by GLDD in certain circumstances: $36,861,914.
• Public disclosure: joint press release issued February 11, 2026; Merger Agreement filed as Exhibit 2.1.

Why It Matters
This is a definitive acquisition that would take GLDD private at $17 per share if the tender offer reaches the required majority and regulatory and other conditions are satisfied. Investors should note the $17 cash consideration (certain shares may be subject to appraisal rights), the board’s unanimous recommendation, the fairly large breakup/termination fee, and specific treatment of employee equity and executive compensation (cash‑outs and retention/transaction bonuses). The transaction not being subject to a financing condition reduces financing risk, but completion still depends on regulatory clearance (HSR) and other customary closing conditions.