BEYKO ELENI 4

What Happened

• Eleni Beyko, SVP — Offshore Energy, recorded two Form 4 transactions on April 1, 2026 tied to the company’s merger. A performance-based award of 25,505 shares (A) vested at the Effective Time and 151,312 shares were disposed in a change of control (U). Under the Merger Agreement, each outstanding GLDD share was converted into $17.00 cash. That implies approximately $433,585 for the 25,505 vested award and approximately $2,572,304 for the 151,312-share disposition (combined ≈ $3,005,889). The Form 4 lists prices as N/A because the shares were cashed out in the merger rather than sold on the open market.

Key Details

• Transaction date: April 1, 2026 (Effective Time of the merger).
• Merger consideration: $17.00 per share in cash (per Merger Agreement).
• Reported items: 25,505 shares granted/vested (performance RSUs); 151,312 shares disposed via change of control.
• Shares owned after transaction: no outstanding common shares for Beyko (all outstanding common stock was canceled and converted at the Effective Time).
• Relevant footnotes: F1 — performance-based RSUs fully vested at the Effective Time; F2 — Merger Sub merged into Issuer and each share canceled for $17 cash; F3 — treatment of 77,128 RSUs (61,359 RSUs cashed out, 15,769 converted to a cash-based award subject to time-based vesting).
• Filing timeliness: Form 4 filed reporting transactions dated April 1, 2026 (filed same day).

Context

• This was not an open-market sale — shares were converted to cash because of a change-of-control (merger) rather than voluntary insider selling. Awards vested and/or were cashed out per the Merger Agreement. Such merger-driven dispositions reflect transaction mechanics (cash-out) and should not be interpreted as a straightforward insider sentiment trade.