HANSON WILLIAM H 4
4 · Great Lakes Dredge & Dock CORP · Filed Apr 1, 2026
Research Summary
AI-generated summary of this filing
GLDD SVP William H. Hanson Receives Award, Sells 90,853 Shares
What Happened
- William H. Hanson, Senior Vice President, Market Development at Great Lakes Dredge & Dock (GLDD), reported two actions tied to the company’s April 1, 2026 change-of-control transaction. He received an award/acquisition of 13,631 shares (performance-based RSUs that vested at the merger) and had 90,852.743 shares disposed in the change of control. Under the merger agreement, each share of common stock was converted into $17.00 in cash, so the disposed 90,852.743 shares generated $1,544,496.63 (≈ $1.54M).
Key Details
- Transaction date: 2026-04-01 (Effective Time of the merger)
- Price/consideration: $17.00 per share in cash under the Merger Agreement
- Disposed shares/value: 90,852.743 shares → $1,544,496.63 (≈ $1.54M)
- Award/acquisition: 13,631 shares (performance RSUs that fully vested at the Effective Time)
- Shares owned after transaction: 0 common shares (all outstanding common stock was cancelled and converted to cash at the Effective Time)
- Notable footnotes:
- F1: Performance-based RSUs fully vested at the Effective Time.
- F2: Merger Agreement (Saltchuk Resources acquisition) converted each outstanding common share into $17.00 cash.
- F3: Filing includes 33,233 RSUs in total — 24,785 RSUs were canceled and converted to cash, and 8,448 RSUs were replaced by a cash-based award of equivalent value that remains subject to time-based vesting.
- Filing timeliness: Report filed 2026-04-01 for the 2026-04-01 transaction (not indicated as late).
Context
- This was not an open-market sale but a change-of-control conversion: outstanding shares (and certain vested RSUs) were cancelled and converted into cash per the merger terms. The vesting and cash conversion are merger-related corporate actions rather than routine insider trading; they do not by themselves signal the insider’s view of the company’s future.
Insider Transaction Report
Form 4Exit
HANSON WILLIAM H
SVP, Market Development
Transactions
- Award
Common Stock
[F1]2026-04-01+13,631→ 90,852.743 total - Disposition from Tender
Common Stock
[F2][F3]2026-04-01−90,852.743→ 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 33,233 restricted stock units ("RSUs"). At the Effective Time, 24,785 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 8,448 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.
Signature
/s/Vivienne R. Schiffer, by Power of Attorney|2026-04-01