Shipp Earl L 4

What Happened

• Earl L. Shipp, a director of Great Lakes Dredge & Dock Corporation (GLDD), had 42,619 shares disposed of in connection with a change of control on April 1, 2026. Under the merger, each outstanding GLDD share was cancelled and converted into the right to receive $17.00 in cash, for a gross payment of $724,523 (before any required tax withholdings).
• This was not an open-market sale but a corporate merger payout: the shares were converted at the merger effective time rather than sold by the insider on the market.

Key Details

• Transaction date: 2026-04-01 (Effective Time of the merger)
• Price received: $17.00 per share (per merger agreement)
• Shares disposed: 42,619; Gross proceeds: $724,523 (subject to tax withholdings)
• Shares owned after transaction: 0 (all outstanding common shares were cancelled at the Effective Time)
• Footnote: Disposition occurred pursuant to the Agreement and Plan of Merger dated Feb 10, 2026; Merger Sub merged into the issuer and the issuer became a wholly owned subsidiary of the parent.
• Filing timeliness: Report filed on 2026-04-01 (same day as the Effective Time); no late filing indicated.

Context

• This filing documents a change-of-control cash-out tied to the merger, which is a corporate transaction rather than an insider-initiated trade. Such dispositions reflect the deal terms (cash consideration per share), not a discretionary sale by the insider.