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Great Lakes Dredge & Dock CORP·4

Apr 1, 4:09 PM ET

BAYER RYAN 4

Research Summary

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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.