Kornblau Scott Lee 4

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.