Kornblau Scott Lee 4
4 · Great Lakes Dredge & Dock CORP · Filed Apr 1, 2026
Research Summary
AI-generated summary of this filing
Great Lakes Dredge (GLDD) CFO Scott Kornblau Disposes 244,126 Shares
What Happened
- Scott Kornblau, SVP & CFO of Great Lakes Dredge & Dock (GLDD), had two related entries on Apr 1, 2026: (1) a grant/award of 90,518 shares (performance-based RSUs that fully vested) and (2) a disposition of 244,126.24 shares in connection with a change of control.
- Under the Merger Agreement, each outstanding GLDD share was cancelled and converted into the right to receive $17.00 per share. The disposition therefore represents cash consideration of approximately $4,150,146.08 (244,126.24 × $17). The 90,518 vested RSUs have an implied value of roughly $1,538,806 (90,518 × $17). The Form 4 lists N/A for per-share prices, but the Merger Agreement sets the $17 Merger Consideration.
Key Details
- Transaction date: April 1, 2026 (Effective Time of the Merger Agreement).
- Consideration: $17.00 per share under the Merger Agreement (cash), subject to any required tax withholdings.
- Shares disposed: 244,126.24 (change-in-control conversion). Shares awarded/vested: 90,518 performance-based RSUs.
- Shares owned after transaction: not specified in the filing.
- Relevant footnotes: F1 — performance-based RSUs fully vested at the Effective Time; F2 — merger with Saltchuk Resources, Inc. converted shares into $17 cash; F3 — details on RSU treatment (some RSUs converted to cash, some replaced by cash-based awards with time-based vesting).
- Timeliness: Filing date and Period of Report are Apr 1, 2026 (no late filing indicated).
Context
- This filing reflects merger-related corporate actions (conversion/cash-out and RSU vesting) rather than an open-market sale or a discretionary executive liquidity event. Dispositions coded “U” denote change-in-control cash conversion under the Merger Agreement. Such transactions are routine outcomes of a take-private or acquisition transaction and should be viewed as corporate transaction proceeds rather than a straightforward insider sell signal.
Insider Transaction Report
Form 4Exit
Kornblau Scott Lee
SVP & CFO
Transactions
- Award
Common Stock
[F1]2026-04-01+90,518→ 244,126.24 total - Disposition from Tender
Common Stock
[F2][F3]2026-04-01−244,126.24→ 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 149,614 restricted stock units ("RSUs"). At the Effective Time, 123,910 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 25,704 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