JOHANSON DAVID 4

What Happened

• David Johanson, Senior Vice President — Project Acquisition & Operations at Great Lakes Dredge & Dock Corporation (GLDD), reported both acquisitions and a disposition tied to the company's merger. On March 25, 2026 he purchased 521.257 shares through the company ESPP at $10.82 per share (cost ~$5,641). On April 1, 2026 he was credited with 71,860 shares (award/RSU acquisition; value not stated in the Form 4). Also on April 1, 2026, 191,597.516 shares were disposed in connection with the change of control (merger) — each share was converted into the right to receive $17.00 in cash, implying gross proceeds of approximately $3.26 million (191,597.516 × $17.00 = $3,257,157.77).

Key Details

• Transaction dates: March 25, 2026 (ESPP purchase); April 1, 2026 (RSU award and change-of-control disposition).
• Prices/values reported: ESPP purchase at $10.82 (521.257 shares; ~$5,641). Merger consideration: $17.00 per cancelled share for shares disposed (191,597.516 shares; ≈ $3.26M). The 71,860-share award lists no per-share price/value on the Form 4.
• Footnotes of note:
  • F1–F2: The 521.257 shares were bought under the 2025 ESPP at 85% of the Dec 1, 2025 closing price.
  • F3–F5: Performance- and time-based RSUs were affected by the Merger Agreement; certain RSUs fully vested or were converted/replaced per the merger terms.
  • F4: On April 1, 2026, Merger Sub merged into the company and each outstanding common share was cancelled and converted into the right to receive $17.00 in cash (the Merger Consideration).
• Shares owned after the transactions: not specified in the provided filing.
• Filing timeliness: filing date shown is April 1, 2026 for transactions on/through April 1, 2026 — no late filing indication in the provided data.

Context

• The large "disposition" here is not an open-market sale but the automatic cash-out of shares at the merger effective time under the Merger Agreement (change-of-control payment). The reported acquisitions include an ESPP purchase (a direct purchase by the insider) and RSU-related awards that vested/converted as part of the merger. These items reflect transaction mechanics tied to the corporate transaction rather than an independent decision to sell shares on the market.