BAYER RYAN 4
4 · Great Lakes Dredge & Dock CORP · Filed Apr 1, 2026
Research Summary
AI-generated summary of this filing
Great Lakes (GLDD) VP & CAO Ryan Bayer Receives Award, Sells 37,380 Shares
What Happened
Ryan Bayer, Vice President & Chief Accounting Officer of Great Lakes Dredge & Dock (GLDD), had a performance-based award of 5,607 shares vest and recorded a disposition of 37,380 shares as part of the April 1, 2026 merger. Under the merger agreement, each GLDD common share was converted into the right to receive $17.00 in cash. Based on that price, the vested award (5,607 shares) and the disposed shares (37,380 shares) correspond to cash amounts of approximately $95,319 and $635,460, respectively, for a combined total of about $730,779. The Form 4 reports the transactions as an award/acquisition (A) and a disposition in change of control (U); the filing lists per-share price as N/A, but the Merger Agreement sets the $17 cash consideration.
Key Details
- Transaction date: 2026-04-01 (Effective Time of the merger).
- Consideration: $17.00 per share under the Merger Agreement (file F2); totals ~ $95,319 (5,607 shares) and ~ $635,460 (37,380 shares); combined ≈ $730,779.
- Transaction types on Form 4: A (award/acquisition — vested RSUs) and U (disposition in change of control).
- Shares owned after transaction: not specifically stated on this Form 4.
- Notable footnotes:
- F1: The 5,607 award was a performance‑based RSU that fully vested at the Effective Time.
- F2: Merger Agreement dated Feb 10, 2026; Merger Sub merged into Issuer and all outstanding common shares were converted into $17 cash per share.
- F3: The filing references 27,822 RSUs in total—20,899 were canceled and converted into cash at the Effective Time; 6,923 RSUs were replaced by a cash‑based award that remains subject to time‑based vesting conditions.
- Filing timeliness: Form 4 was filed on 2026-04-01 (same Effective Time); no late filing indicated.
Context
This activity is a change-of-control conversion tied to the Saltchuk/Saltchuk Resources merger, not an open-market sale or a purchase signaling a personal investment decision. For derivative awards, the filing shows vested RSUs converting to cash and certain RSUs being replaced by cash‑based awards that continue to vest over time. Such merger-related dispositions are routine consequences of deal terms rather than standalone trading decisions.
Insider Transaction Report
- Award
Common Stock
[F1]2026-04-01+5,607→ 37,380 total - Disposition from Tender
Common Stock
[F2][F3]2026-04-01−37,380→ 0 total
Footnotes (3)
- [F1]Pursuant to the Merger Agreement (as defined in footnote 2 below), at the Effective Time (as defined in footnote 2 below), these performance-based restricted stock units fully vested, with the number earned or deemed earned as set forth in the Merger Agreement.
- [F2]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated February 10, 2026, by and among Saltchuk Resources, Inc. ("Parent"), Huron MergeCo, Inc. ("Merger Sub"), and Great Lakes Dredge & Dock Corporation ("Issuer") on April 1, 2026 (the "Effective Time"), Merger Sub merged with and into Issuer, with Issuer surviving as a wholly owned subsidiary of Parent upon consummation of the transactions contemplated by the Merger Agreement. At the Effective Time, each outstanding share of common stock of the Issuer ("Common Stock") was cancelled and converted into the right to receive $17.00 in cash (the "Merger Consideration"), without interest and subject to any required tax withholdings.
- [F3]Includes 27,822 restricted stock units ("RSUs"). At the Effective Time, 20,899 outstanding RSUs were canceled and converted into the right to receive an amount in cash equal to the product of the aggregate number of shares of Common Stock underlying such RSUs immediately prior to the Effective Time, multiplied by the Merger Consideration, and 6,923 RSUs were replaced by a cash-based award of equivalent value (based on the Offer Price (as defined in the Merger Agreement)) that is subject to the same time-based vesting conditions as applied to the unvested portion of such award prior to the Effective Time.