Great Lakes Dredge & Dock Amends Solicitation Statement (SC 14D9/A)

TL;DR

**GLDD filed an SC 14D9/A, meaning they're updating shareholders on a big corporate move, likely a tender offer.**

AI Summary

Great Lakes Dredge & Dock CORP filed an SC 14D9/A on March 23, 2026, which is an amendment to a solicitation/recommendation statement. This filing indicates an ongoing corporate action, likely a tender offer or merger, where the company is providing updated information to its shareholders regarding a proposal. For investors, this matters because it signals a significant event that could impact the company's ownership structure, future operations, and ultimately, the stock price, potentially leading to a payout or a change in the company's strategic direction.

Why It Matters

This filing updates shareholders on a significant corporate event, such as a tender offer, which could directly affect the value of their shares or the future of the company.

Risk Assessment

Risk Level: medium — The filing of an SC 14D9/A indicates an ongoing corporate action that could have both positive and negative implications for shareholders, introducing uncertainty.

Analyst Insight

A smart investor would closely monitor subsequent filings related to this SC 14D9/A to understand the nature of the corporate action (e.g., tender offer, merger) and its potential impact on share value, and consider if their investment strategy aligns with the proposed changes.

Key Players & Entities

• Great Lakes Dredge & Dock CORP (company) — the company filing the SC 14D9/A
• 0001372020 (company) — CIK of Great Lakes Dredge & Dock CORP
• March 23, 2026 (date) — filing date of the SC 14D9/A
• 9811 KATY FREEWAY SUITE 1200 HOUSTON TX 77024 (company) — business and mailing address of Great Lakes Dredge & Dock CORP
• (346) 359-1010 (company) — phone number of Great Lakes Dredge & Dock CORP

FAQ

Key Financial Figures

• $0.0001 — on(s) Filing Statement) Common Stock, $0.0001 par value per share (Title of Class o
• $17.00 — er Agreement "), at a purchase price of $17.00 per Share, net to the seller thereof in
• $13.25 — e Company for a price within a range of $13.25 to $15.00 per share in cash (the " Init
• $15.00 — for a price within a range of $13.25 to $15.00 per share in cash (the " Initial IOI ")
• $11.66 — 45.8% to the Company's closing price of $11.66 as of November 20, 2025. As with the In
• $9 — ars 2026, 2027, 2028, 2029 and 2030 (of $9, $9, $10, $10 and $10 in each of the ap
• $10 — , 2027, 2028, 2029 and 2030 (of $9, $9, $10, $10 and $10 in each of the applicable
• $30 — each applicable period (i) less taxes ($30, $35, $39, $41 and $44 in each of the a
• $35 — applicable period (i) less taxes ($30, $35, $39, $41 and $44 in each of the applic
• $39 — icable period (i) less taxes ($30, $35, $39, $41 and $44 in each of the applicable
• $41 — e period (i) less taxes ($30, $35, $39, $41 and $44 in each of the applicable perio
• $44 — (i) less taxes ($30, $35, $39, $41 and $44 in each of the applicable periods, prov
• $4 — r minus changes in net working capital ($4, $(17), $6, $(8) and $(1) in each of th
• $6 — nges in net working capital ($4, $(17), $6, $(8) and $(1) in each of the applicabl
• $72 — ) and (iii) minus capital expenditures ($72, $59, $24, $25 and $25 in each of the a

Filing Documents

• d124586dsc14d9a.htm (SC 14D9/A) — 87KB
• 0001193125-26-119984.txt ( ) — 89KB

of the Schedule 14D-9 is hereby amended and

Item 3 of the Schedule 14D-9 is hereby amended and supplemented as follows: The second bullet point of the subsection titled "—Arrangements Between the Company and its Executive Officers and Directors—Interests of Certain Persons" on page 3 of the Schedule 14D-9 is hereby amended and supplemented as follows (new language underlined): "The potential receipt of severance payments and benefits by certain executive officers under their respective employment agreements (certain of which have been amended in connection with the Merger as described further below) or, in the case of executive officers without employment agreements, under the terms of the Great Lakes Dredge & Dock Company Severance Pay Plan (the " Severance Plan "), if their employment is terminated by the Company without "cause" or by the executive with "good reason" (in each case as defined therein) (which has been amended in connection with the Merger as described further below) , and, consistent with the Employment Agreement Amendments (as defined below) as negotiated, Lasse J. Petterson, Scott L. Kornblau and Vivienne R. Schiffer are expected to stay in their current positions with the Company following the Closing; " ITEM4. THE SOLICITATION OR RECOMMENDATION

of the Schedule 14D-9 is hereby amended and supplemented as follows

Item 4 of the Schedule 14D-9 is hereby amended and supplemented as follows: The third paragraph under the section titled " — Background of the Offer and the Merger" on page 16 of the Schedule 14D-9 is hereby amended and supplemented as follows (new language underlined): "On April 16, 2025, Mark Tabbutt, the President and Chairman of Saltchuk, contacted Lasse J. Petterson, the Company's Chief Executive Officer and President, to request a meeting. This was the first communication between any member of the senior management of Saltchuk and any member of the Company's senior management, and the Company's senior management viewed this as a customary request for an introductory meeting. No proposal with respect to a strategic transaction was made at the meeting. " 2 The fourteenth paragraph under the section titled " — Background of the Offer and the Merger" on page 17 of the Schedule 14D-9 is hereby amended and supplemented as follows (new language underlined): "On October 22, 2025, the Company Board held a telephonic special meeting at which representatives of senior management, Sidley and, in part, Guggenheim Securities, were in attendance. Management described for the Company Board the recent communications with Saltchuk and that the purpose of the meeting was to determine whether to engage in further discussions with Saltchuk and whether to explore any strategic alternatives, including a potential sale of the Company. Representatives of Sidley provided the Company Board with a legal briefing regarding the Company Board members' fiduciary duties in the context of considering strategic alternatives that may be available to the Company, including a potential sale of the Company. It was noted that senior management was instructed not to engage in discussions with Saltchuk or any other potential counterparty regarding post-closing employment unless authorized by the Company Board. The Company Board and Sidley discussed the material terms of the Guggenheim Securi

of the

Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows: The paragraph under the heading " — Legal Proceedings" on page 46 of the Schedule 14D-9 is deleted and replaced with the following paragraphs: "As of March 23, 2026, three complaints were filed in state court by purported stockholders of the Company regarding the Transactions (the " Complaints "). On March 9, 2026, Steven Weiss, a purported stockholder of the Company, filed a complaint in the Supreme Court of the State of New York, County of New York, against the Company and the

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