HANSON WILLIAM H 4

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.